murphyusacreditagreement






                                                              Exhibit 10.1                                                       EXECUTION VERSION                                                                                      CREDIT AGREEMENT                           dated as of August 30, 2013,                   as amended and restated as of August 27, 2019,                                   among                             MURPHY USA INC.,                           MURPHY OIL USA, INC.,                 The BORROWING SUBSIDIARIES Party Hereto,                          The LENDERS Party Hereto                                     and                       JPMORGAN CHASE BANK, N.A.,                           as Administrative Agent                         ___________________________        JPMORGAN CHASE BANK, N.A. and REGIONS BUSINESS CAPITAL,                  as Joint Lead Arrangers and Joint Bookrunners                                                                  REGIONS BANK,                             as Syndication Agent    BANK OF AMERICA, N.A., FIFTH THIRD BANK, ROYAL BANK OF CANADA            and WELLS FARGO BANK, NATIONAL ASSOCIATION,                           as Documentation Agents                                                                                             [CS&M C/M 6702-092]     [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                            TABLE OF CONTENTS                                                                       Page                                  ARTICLE I                                                                       Definitions   SECTION 1.01.  Defined Terms .....................................................................................1  SECTION 1.02.  Classification of Loans and Borrowings ............................................55  SECTION 1.03.  Terms Generally .................................................................................55  SECTION 1.04.  Accounting Terms; GAAP; Pro Forma Calculations .........................56  SECTION 1.05.  Borrower Agent .................................................................................57  SECTION 1.06.  Status of Obligations ..........................................................................58  SECTION 1.07.  Obligations Joint and Several ............................................................58  SECTION 1.08.  Excluded Swap Obligations ...............................................................58  SECTION 1.09.  Interest Rates; LIBOR Notification ...................................................59  SECTION 1.10.  Divisions ............................................................................................59                                 ARTICLE II                                                                       The Credits   SECTION 2.01.  Commitments .....................................................................................60  SECTION 2.02.  Loans and Borrowings .......................................................................60  SECTION 2.03.  Requests for Borrowings ....................................................................61  SECTION 2.04.  Protective Advances ...........................................................................62  SECTION 2.05.  Letters of Credit .................................................................................63  SECTION 2.06.  Funding of Borrowings ......................................................................70  SECTION 2.07.  Interest Elections ................................................................................71  SECTION 2.08.  Termination and Reduction of Commitments ....................................72  SECTION 2.09.  Repayment of Loans; Evidence of Debt ............................................73  SECTION 2.10.  Amortization of Term Loans..............................................................74  SECTION 2.11.  Prepayment of Loans .........................................................................75  SECTION 2.12.  Fees ....................................................................................................78  SECTION 2.13.  Interest ................................................................................................79  SECTION 2.14.  Alternate Rate of Interest ...................................................................80  SECTION 2.15.  Increased Costs ..................................................................................81  SECTION 2.16.  Break Funding Payments ...................................................................82  SECTION 2.17.  Taxes ..................................................................................................83  SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs ...........87  SECTION 2.19.  Mitigation Obligations; Replacement of Lenders ..............................90  SECTION 2.20.  Defaulting Lenders .............................................................................91  SECTION 2.21.  Incremental Revolving Commitments ...............................................93  SECTION 2.22.  Extension Offers ................................................................................96  SECTION 2.23.  Refinancing Provisions for the Term Facility ....................................97     [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






SECTION 2.24.  Additional Borrowing Subsidiaries ....................................................98  SECTION 2.25.  Hedging Agreements .........................................................................99                                 ARTICLE III                                                               Representations and Warranties   SECTION 3.01.  Organization; Powers .........................................................................99  SECTION 3.02.  Authorization; Enforceability ..........................................................100  SECTION 3.03.  Governmental Approvals; Absence of Conflicts .............................100  SECTION 3.04.  Financial Condition; No Material Adverse Change .........................100  SECTION 3.05.  Properties .........................................................................................101  SECTION 3.06.  Litigation and Environmental Matters .............................................101  SECTION 3.07.  Compliance with Laws and Agreements; Anti-Corruption Laws                 and Sanctions ...................................................................................102  SECTION 3.08.  Investment Company Status ............................................................102  SECTION 3.09.  Taxes ................................................................................................102  SECTION 3.10.  ERISA ..............................................................................................102  SECTION 3.11.  Subsidiaries and Joint Ventures; Disqualified Equity Interests .......103  SECTION 3.12.  Insurance ..........................................................................................103  SECTION 3.13.  Solvency ...........................................................................................103  SECTION 3.14.  Disclosure ........................................................................................103  SECTION 3.15.  Collateral Matters .............................................................................104  SECTION 3.16.  Federal Reserve Regulations ............................................................104                                 ARTICLE IV                                                                       Conditions   SECTION 4.01.  Effective Date ..................................................................................105  SECTION 4.02.  Each Credit Event ............................................................................107  SECTION 4.03.  Initial Credit Event in Respect of Each Borrowing Subsidiary .......107                                 ARTICLE V                                                                  Affirmative Covenants   SECTION 5.01.  Financial Statements and Other Information ...................................108  SECTION 5.02.  Notices of Material Events ...............................................................111  SECTION 5.03.  Additional Subsidiaries ....................................................................112  SECTION 5.04.  Information Regarding Collateral; Deposit and Securities                 Accounts ..........................................................................................112  SECTION 5.05.  Existence; Conduct of Business .......................................................112  SECTION 5.06.  Payment of Obligations and Taxes ..................................................113  SECTION 5.07.  Maintenance of Properties ...............................................................113  SECTION 5.08.  Insurance ..........................................................................................113  SECTION 5.09.  Books and Records; Inspection and Audit Rights ...........................113     [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






SECTION 5.10.  Compliance with Laws ....................................................................113  SECTION 5.11.  Use of Proceeds and Letters of Credit .............................................114  SECTION 5.12.  Further Assurances ...........................................................................114  SECTION 5.13.  Trademark License Agreement ........................................................114  SECTION 5.14.  Control Agreements .........................................................................114  SECTION 5.15.  Field Examinations and Appraisals .................................................114  SECTION 5.16.  Post-Closing Obligations .................................................................115                                 ARTICLE VI                                                                   Negative Covenants   SECTION 6.01.  Indebtedness; Certain Equity Securities ..........................................115  SECTION 6.02.  Liens .................................................................................................118  SECTION 6.03.  Fundamental Changes; Business Activities .....................................120  SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions .........121  SECTION 6.05.  Asset Sales .......................................................................................123  SECTION 6.06.  Sale/Leaseback Transactions ...........................................................124  SECTION 6.07.  Hedging Agreements .......................................................................125  SECTION 6.08.  Restricted Payments; Certain Payments of Indebtedness ................125  SECTION 6.09.  Transactions with Affiliates .............................................................126  SECTION 6.10.  Restrictive Agreements ....................................................................127  SECTION 6.11.  Consolidated Fixed Charge Coverage Ratio ....................................128  SECTION 6.12.  Secured Leverage Ratio ...................................................................128  SECTION 6.13.  Fiscal Year .......................................................................................128  SECTION 6.14.  Anti-Corruption Laws ......................................................................128                                 ARTICLE VII                                                                    Events of Default                                ARTICLE VIII                                                                 The Administrative Agent                                 ARTICLE IX                                                                      Miscellaneous   SECTION 9.01.  Notices .............................................................................................139  SECTION 9.02.  Waivers; Amendments .....................................................................141  SECTION 9.03.  Expenses; Indemnity; Damage Waiver ............................................145  SECTION 9.04.  Successors and Assigns ....................................................................147  SECTION 9.05.  Survival ............................................................................................151  SECTION 9.06.  Counterparts; Integration; Effectiveness; Electronic Execution ......151  SECTION 9.07.  Severability ......................................................................................152     [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






SECTION 9.08.  Right of Setoff ..................................................................................152  SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process ..........153  SECTION 9.10.  WAIVER OF JURY TRIAL ............................................................153  SECTION 9.11.  Headings ..........................................................................................154  SECTION 9.12.  Confidentiality .................................................................................154  SECTION 9.13.  Interest Rate Limitation ...................................................................155  SECTION 9.14.  Release of Liens and Guarantees .....................................................155  SECTION 9.15.  Certain Notices .................................................................................156  SECTION 9.16.  No Fiduciary Relationship ...............................................................156  SECTION 9.17.  Non-Public Information ...................................................................156  SECTION 9.18.  Judgment Currency ..........................................................................157  SECTION 9.19.  Permitted Intercreditor Agreement ..................................................157  SECTION 9.20.  Acknowledgement and Consent to Bail-In of EEA Financial                 Institutions ........................................................................................159  SECTION 9.21.  Amendment and Restatement of Existing Credit Agreement ..........160  SECTION 9.22.  Acknowledgment Regarding Any Supported QFCs ........................160  SECTION 9.23.  Certain Guarantee Release ...............................................................161                                                                                    [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






   SCHEDULES:    Schedule 1.01   —       Existing Letters of Credit  Schedule 2.01   —       Commitments   Schedule 2.05   ––      Initial LC Commitments  Schedule 3.11   —       Subsidiaries and Joint Ventures  Schedule 3.12   —       Insurance  Schedule 6.01   —       Existing Indebtedness  Schedule 6.01(j) —      Letters of Credit  Schedule 6.02   —       Existing Liens  Schedule 6.04   —       Existing Investments  Schedule 6.10   —       Existing Restrictions   EXHIBITS:   Exhibit A       —       Form of Assignment and Assumption  Exhibit B       —       Form of Borrowing Base Certificate  Exhibit C       —       Form of Borrowing Request  Exhibit D-1     —       Form of Borrowing Subsidiary Joinder Agreement  Exhibit D-2     —       Form of Borrowing Subsidiary Termination  Exhibit E       —       Form of Compliance Certificate  Exhibit F       —       Form of Interest Election Request  Exhibit G       —       Form of Perfection Certificate  Exhibit H       —       Form of Supplemental Perfection Certificate  Exhibit I-1     —       Form of U.S. Tax Certificate for Foreign Lenders that are                           not Partnerships for U.S. Federal Income Tax Purposes  Exhibit I-2     —       Form of U.S. Tax Certificate for Foreign Participants that                          are not Partnerships for U.S. Federal Income Tax Purposes  Exhibit I-3     —       Form of U.S. Tax Certificate for Foreign Participants that                          are Partnerships for U.S. Federal Income Tax Purposes  Exhibit I-4     —       Form of U.S. Tax Certificate for Foreign Lenders that are                          Partnerships for U.S. Federal Income Tax Purposes     [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                           CREDIT AGREEMENT dated as of August 30, 2013, as amended                    and  restated  as  of August  27,  2019, among  MURPHY  USA  INC.,                    MURPHY  OIL  USA,  INC.,  the  BORROWING SUBSIDIARIES  party                    hereto,  the  LENDERS  party  hereto  and  JPMORGAN  CHASE  BANK,                    N.A., as Administrative Agent.               The parties hereto agree as follows:                                     ARTICLE I                                                                             Definitions               SECTION 1.01.  Defined Terms.  As used in this Agreement, the following terms  have the meanings specified below:               “2023 Senior Notes” means 6.00% Senior Notes due 2023 issued by the Company  under the Indenture dated as of August 14, 2013, between the Company, certain guarantors party  thereto and U.S. Bank National Association.               “ABL  Collection  Account”  has  the  meaning assigned  to  such  term  in  the  Collateral Agreement.               “ABL  Priority  Collateral”  means  any  and  all  of  the  following  that  constitute  Collateral,  whether  now  owned  or  hereafter  acquired  and  wherever  located:  (a)  all  Accounts  (other than Account arising under agreements for sale of Non-ABL Priority Collateral described  in  clauses  (a)  through  (d)  of  the  definition  of  such  term  to  the  extent  constituting  identifiable  Proceeds  of  such Non-ABL  Priority Collateral),  (b)  all  Payment  Intangibles,  including  all  corporate and other tax refunds and all Credit Card Receivables and all other rights to payment  arising  therefrom  in  a  credit-card,  debit-card,  prepaid-card  or  other  payment-card  transaction  (other  than  any  Payment  Intangibles  constituting  identifiable  Proceeds  of Non-ABL  Priority  Collateral described in clauses (a) through (e) of the definition of such term); (c) all Inventory;  (d)  all  Deposit  Accounts,  Securities  Accounts  and  Commodity  Accounts  (including  the  Concentration Account, the ABL Collection Account and the Cash Collateral Account) and all  cash, cash equivalents and other assets contained in, or credit to, and all Securities Entitlements  arising from, any such Deposit Accounts, Securities Accounts or Commodity Accounts (in each  case, other than any identifiable Proceeds of Non-ABL Priority Collateral described in clauses  (a) through (e) of the definition of such term, but in any event including all Eligible Cash); (e) all  rights  to  business  interruption insurance  and  all  rights  to  credit  insurance  with  respect  to  any  Accounts (in each case, regardless of whether the Administrative Agent is a loss payee thereof);  (f) solely to the extent evidencing, governing, securing or otherwise relating to any of the items  constituting  ABL  Priority  Collateral  under  clauses  (a)  through  (e)  above,  (i)  all  General  Intangibles (excluding Intellectual Property, Indebtedness (or any evidence thereof) between or  among  Murphy  USA  or  any  of  the  Subsidiaries  and  any  Equity  Interests,  but  including  all  contract  rights  as  against  operators  of  pipelines,  terminals  or  other  storage  facilities  and  as  against other transporters of Inventory and all rights as consignor or consignee, whether arising  by contract, statute or otherwise), (ii) Instruments (including Promissory Notes), (iii) Documents  (including  each  warehouse  receipt  or  bill  of  lading  covering  any  Inventory),  (iv)  insurance                                                                              [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                             2    policies  (regardless  of  whether  the  Administrative  Agent  is  a  loss  payee  thereof),  (v)  licenses  from any Governmental Authority to sell or to manufacture any Inventory and (vi) Chattel Paper;  (g) all collateral and guarantees given by any other Person with respect to any of the foregoing,  and all other Supporting Obligations (including Letter-of-Credit Rights) with respect to any of  the foregoing; (h) all books and Records to the extent relating to any of the foregoing; and (i) all  products and Proceeds of the foregoing.  Notwithstanding the foregoing, the term “ABL Priority  Collateral” shall not include any assets referred to in clauses (a) through (e) of the definition of  the  term  “Non-ABL  Priority Collateral”.   Capitalized  terms  used  in  this  definition  but  not  defined herein have the meanings assigned to them in the Collateral Agreement.               “ABL Priority Collateral Proceeds” means, with respect to any Prepayment Event  described in clause (a) or (b) of the definition of such term, the Net Proceeds received by or on  behalf  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  in  respect  of  such  Prepayment  Event, but only to the extent such Net Proceeds are attributable (whether directly or indirectly,  including as a result of a sale, transfer or other disposition of Equity Interests in any Subsidiary  owning  such  ABL  Priority  Collateral)  to  the book value  of  ABL  Priority  Collateral  subject  thereto  (as  determined  reasonably  and  in  good  faith  by  the  chief  financial  officer  of  Murphy  USA).               “ABR”, when used in reference to any Loan or Borrowing, refers to whether such  Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to  the Alternate Base Rate.               “Account” has the meaning assigned to such term in the Collateral Agreement.               “Account Debtor” means any Person obligated on an Account.               “Adjusted  LIBO Rate” means,  with  respect  to  any Eurocurrency  Borrowing for  any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100  of  1%)  equal  to  (a) the  LIBO  Rate  for  such  Interest  Period  multiplied  by  (b) the  Statutory  Reserve Rate.               “Administrative  Agent”  means  JPMorgan  Chase  Bank,  N.A.,  in  its  capacity  as  administrative agent hereunder and under the other Loan Documents, and its successors in such  capacity as provided in Article VIII.               “Administrative Questionnaire” means an Administrative Questionnaire in a form  supplied by the Administrative Agent.               “Affiliate” means, with respect to a specified Person, another Person that directly  or indirectly Controls or is Controlled by or is under common Control with the Person specified;  provided that for purposes of Section 6.09, the term “Affiliate” also means any Person that is a  director  or  an  executive  officer  of  the  Person  specified,  any  Person  that  directly  or  indirectly  beneficially  owns  Equity  Interests  in  the  Person  specified  representing  10%  or  more  of  the  aggregate  ordinary  voting  power  or  the  aggregate  equity  value  represented  by  the  issued  and  outstanding Equity Interests in the Person specified and any Person that would be an Affiliate of  any such beneficial owner pursuant to this definition (but without giving effect to this proviso).                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                             3                “Aggregate  Revolving  Commitment”  means,  at  any  time,  the  sum  of  the  Revolving Commitments of all the Revolving Lenders at such time.               “Agreement”  means  this  Credit  Agreement,  as  it  may  from  time  to  time  be  amended, restated, supplemented or otherwise modified.               “Aggregate Revolving Exposure” means, at any time, the sum of the Revolving  Exposures of all the Revolving Lenders at such time.               “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest  of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of  1.00% per annum and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business  Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one  month plus 1.00% per annum.  For purposes of clause (c) above, the Adjusted LIBO Rate for any  day  shall  be  based  on  the  LIBO  Screen  Rate  (or,  in  the  event  the  LIBO  Screen  Rate  is  not  available  for  such  maturity  of  one  month,  the  Interpolated  Screen  Rate)  at  approximately  11:00 a.m.,  London  time,  on  such  day  for  deposits  in  dollars  with  a  maturity  of  one  month;  provided that if such rate shall be less than zero, such rate shall be deemed to be zero.  If the  Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14, then  for  purposes  of  clause  (c)  above  the  Adjusted  LIBO  Rate  shall  be  deemed  to  be  zero.   Any  change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the  Adjusted LIBO Rate shall be effective from and including the effective date of such change in  the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.               “Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act  of 1977 and all other laws, rules and regulations of any jurisdiction applicable to Murphy USA,  the Company or any of the other Subsidiaries from time to time concerning or relating to bribery  or corruption.               “Applicable  Commitment  Fee  Rate”  means, on  any  day, with  respect  to  the  commitment fees payable hereunder at any time, the applicable rate per annum set forth below  based upon the Average Facility Utilization for the calendar quarter most recently ended prior to  such day; provided that prior to the first day after the last day of the first full calendar quarter  ended after the Effective Date, the Applicable Commitment Fee Rate shall be the rate per annum  set forth in Category 2:                                                     Applicable Commitment            Category     Average Facility Utilization                                                          Fee Rate               1                 ≥ 50%                    0.25%               2                 < 50%                    0.375%                 The  Applicable  Commitment  Fee  Rate  shall  be  determined  at  the  commencement  of  each  calendar  quarter,  with  any  changes  to  the  Applicable  Commitment  Fee  Rate  resulting  from  a  change  in  Average  Facility  Utilization  becoming  effective  on  the  first  day of  each  calendar  quarter.                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                             4                “Applicable Creditor” has the meaning set forth in Section 9.18(b).               “Applicable  Percentage”  means,  at  any  time,  with  respect  to  any  Revolving  Lender, the percentage of the Aggregate Revolving Commitment represented by such Lender’s  Revolving  Commitment  at  such  time.   If  all  the  Revolving  Commitments  have  terminated  or  expired,  the  Applicable  Percentages  shall  be  determined  based  upon  the  Revolving  Commitments most recently in effect, giving effect to any assignments.               “Applicable Revolving Rate” means, for any day, with respect to any ABR Loan  or Eurocurrency Loan that is a Revolving Loan or any Protective Advance, the applicable rate  per annum set forth below under the caption “ABR Spread” or “Eurocurrency Spread”, as the  case may be, based upon the Total Leverage Ratio as of the end of the fiscal quarter of Murphy  USA then most recently ended for which consolidated financial statements have been delivered  pursuant  to  Section 5.01(a)  or  5.01(b); provided that  until any  change in  the  Applicable  Revolving Rate as set forth below following the delivery of the consolidated financial statements  pursuant  to  Section 5.01(a)  or  5.01(b)  as  of  and  for  the  first  fiscal  quarter  ended  after  the  Effective  Date,  the  Applicable  Revolving  Rate shall  be  the  rates  per  annum  set  forth  in  Category 2:                                                    Eurocurrency    ABR         Category         Total Leverage Ratio                                                     Spread       Spread            1            Less than 2.00 to 1.00      1.50%        0.50%                    Greater than or equal to 2.00 to 1.00,            2                                        1.75%        0.75%                        but less than 3.00 to 1.00            3       Greater than or equal to 3.00 to 1.00 2.00%   1.00%                For  purposes  of  the  foregoing,  each  change  in  the  Applicable  Revolving  Rate  resulting  from  a  change  in  the  Total  Leverage  Ratio  shall  be  effective  during  the  period  commencing  on  and  including the Business  Day  following the  date  of  delivery  to  the  Administrative  Agent  pursuant  to  Section 5.01(a)  or  5.01(b)  of  the  consolidated  financial  statements indicating such change and ending on the date immediately preceding the effective  date  of  the  next  such  change.   Notwithstanding  the  foregoing,  the  Applicable  Revolving  Rate  shall be based on the rates per annum set forth in Category 3 (i) at any time that an Event of  Default has occurred and is continuing if the Majority in Interest of the Revolving Lenders shall  so  elect  or  (ii)  if  Murphy  USA  and  the  Company  fail  to  deliver  the  consolidated  financial  statements  required  to  be  delivered  pursuant  to  Section 5.01(a)  or  5.01(b)  or  any  Compliance  Certificate  required  to  be  delivered  pursuant  hereto,  in  each  case  within  the  time  periods  specified herein for such delivery, during the period commencing on and including the day of the  occurrence of a Default resulting from such failure and until the delivery thereof.               “Applicable Term Rate” means, for any day, (a) with respect to any ABR Loan or  Eurocurrency Loan of a Class of Term Loans established pursuant to Section 2.22 or 2.23, the  rate per annum specified therefor in the applicable Extension Agreement or Refinancing Facility  Agreement  and (b) with respect  to  any ABR  Loan or Eurocurrency  Loan that is  a Tranche  A  Term Loan, the applicable rate per annum set forth below under the caption “ABR Spread” or                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                             5    “Eurocurrency Spread”, as the case may be, based upon the Total Leverage Ratio as of the end of  the  fiscal  quarter  of  Murphy  USA  then  most  recently  ended  for  which  consolidated  financial  statements  have  been  delivered  pursuant  to  Section 5.01(a)  or  5.01(b); provided that,  for  purposes  of  clause  (b),  until any  change  in  the  Applicable  Term  Rate  as  set  forth  below  following the  delivery  of  the  consolidated  financial  statements  pursuant  to  Section 5.01(a)  or  5.01(b) as of and for the first fiscal quarter ended after the Effective Date, the Applicable Term  Rate shall be the rates per annum set forth in Category 1:                                                    Eurocurrency    ABR         Category        Total Leverage Ratio                                                    Spread       Spread            1        Less than or equal to 3.00 to 1.00 2.50%    1.50%            2           Greater than 3.00 to 1.00   2.75%        1.75%                For purposes of the foregoing, each change in the Applicable Term Rate resulting  from a change in the Total Leverage Ratio shall be effective during the period commencing on  and  including the Business  Day  following the  date  of  delivery  to  the  Administrative  Agent  pursuant  to  Section 5.01(a)  or  5.01(b)  of  the  consolidated  financial  statements  indicating  such  change and ending on the date immediately preceding the effective date of the next such change.   Notwithstanding the foregoing, the Applicable Term Rate shall be based on the rates per annum  set forth in Category 2 (i) at any time that an Event of Default has occurred and is continuing if  the Majority in Interest of the Tranche A Term Lenders shall so elect or (ii) if Murphy USA and  the  Company  fail  to  deliver  the  consolidated  financial  statements  required  to  be  delivered  pursuant  to  Section 5.01(a)  or  5.01(b)  or  any  Compliance  Certificate  required  to  be  delivered  pursuant hereto, in each case within the time periods specified herein for such delivery, during  the period commencing on and including the day of the occurrence of a Default resulting from  such failure and until the delivery thereof.               “Approved Fund” means any Person (other than a natural person) that is engaged  in making, purchasing, holding or investing in commercial loans and similar extensions of credit  in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an  Affiliate of a Lender or (c) a Person or an Affiliate of a Person that administers or manages a  Lender.               “Arranger”  means  each  of  JPMorgan  Chase  Bank,  N.A. and Regions  Business  Capital in  its  capacity  as  a  joint  lead  arranger  and  joint  bookrunner  for  the  credit  facilities  provided for herein.               “Assignment and Assumption” means an assignment and assumption entered into  by a Lender and an Eligible Assignee, with the consent of any Person whose consent is required  by Section 9.04, and accepted by the Administrative Agent, in the form of Exhibit A or any other  form approved by the Administrative Agent.               “Attributable  Indebtedness”  when  used  with  respect  to  any  Sale/Leaseback  Transaction means  (a) in the case of a Sale/Leaseback Transaction accounted for as  a Capital  Lease Obligation, the amount thereof determined in accordance with GAAP and (b) in the case                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                             6    of any other Sale/Leaseback Transaction, the present value (discounted at a rate equivalent to the  interest rate implicit in the lease, compounded on a semiannual basis) of the total obligations of  the  lessee  for  rental  payments,  after  excluding  all  amounts  required  to  be  paid  on  account  of  maintenance  and  repairs,  insurance,  taxes,  utilities  and  other  similar  expenses  payable  by  the  lessee  pursuant  to  the  terms  of  the  lease,  during  the  remaining  term  of  the  lease  or  until  the  earliest date on which the lessee may terminate such lease without penalty or upon payment of a  penalty (in which case the rental payments shall include such penalty).               “Availability” means, at any time, an amount equal to (a) the lesser at such time  of  the  Borrowing  Base  and  the  Aggregate  Revolving  Commitment minus (b)  the  Aggregate  Revolving Exposure at such time.                 “Average  Facility  Utilization”  means,  for  any calendar  quarter,  the  average  for  such calendar quarter of the daily amounts determined as of 5:00 p.m., New York City time, for  each day during such calendar quarter expressed as a percentage equivalent to a fraction (a) the  numerator  of  which  is the Aggregate  Revolving  Exposure  (excluding  any  portion  thereof  attributable  to  Protective  Advances)  at  such  time  and  (b)  the  denominator  of  which  is  the  Aggregate Revolving Commitment in effect at such time.               “Banking  Services” means  cash  management,  treasury  management  and  related  services  provided  to  Murphy  USA,  the  Company  or  any  other  Subsidiary,  including  treasury,  depository, foreign exchange, return items, overdraft, controlled disbursement, cash sweeps, zero  balance  arrangements,  merchant  processing  services,  e-payables,  electronic  funds  transfer,  interstate  depository  network  and  automated  clearinghouse  transfer  (including  the  Automated  Clearing  House  processing  of  electronic  funds  transfers  through  the  direct  Federal  Reserve  Fedline  system)  services  and  credit  cards,  credit  card  processing  services,  debit  cards,  stored  value cards and commercial cards (including so-called “purchase cards”, “procurement cards” or  “p-cards”) arrangements.               “Banking Services Bank” means any Person that is the Administrative Agent or a  Lender, or an Affiliate of the Administrative Agent or any Lender, at the time it enters into or  becomes party to an agreement in respect of any Banking Services (or, in the case of any such  agreements  in  effect  on  the  Effective  Date,  is  the  Administrative  Agent  or  a  Lender,  or  an  Affiliate of the Administrative Agent or any Lender, on the Effective Date).               “Banking Services Obligations” means any and all obligations of Murphy USA,  the  Company or  any other Subsidiary,  whether  absolute  or  contingent  and  howsoever  and  whensoever  created,  arising,  evidenced  or  acquired  (including  all  renewals,  extensions  and  modifications thereof and substitutions therefor) owed to a Banking Services Bank in connection  with Banking Services provided by such Banking Services Bank.               “Banking Services Reserves” means all Reserves which the Administrative Agent  from time to time establishes in its Permitted Discretion for Banking Services Obligations.               “Bankruptcy  Event” means,  with  respect  to  any  Person,  that  such  Person  has  become the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has  had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                             7    or similar Person charged with the reorganization or liquidation of its business appointed for it,  or,  in  the  good  faith  determination  of  the  Administrative  Agent,  has  taken  any  action  in  furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding  or  appointment; provided that  a  Bankruptcy  Event  shall  not  result  solely  by  virtue  of  any  ownership  interest,  or  the  acquisition  of  any  ownership  interest,  in  such  Person  by  a  Governmental Authority; provided, however, that such ownership interest does not result in or  provide such Person with immunity from the jurisdiction of courts within the United States of  America  or  from  the  enforcement  of  judgments  or  writs  of  attachment  on  its  assets  or  permit  such  Person  (or  such  Governmental  Authority)  to  reject,  repudiate,  disavow  or  disaffirm  any  agreements made by such Person.               “Beneficial  Ownership  Certification”  means  a  certification  regarding  beneficial  ownership or control as required by the Beneficial Ownership Regulation.                “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.                “Benefit Plan” means (a) an “employee benefit plan” (as defined in ERISA) that  is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code  or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for  purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee  benefit plan” or “plan”.               “BHC  Act  Affiliate”  means,  with  respect  to  any  Person,  an  “affiliate” (as  such  term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such Person.               “Board  of  Governors”  means  the  Board  of  Governors  of  the  Federal  Reserve  System of the United States of America.               “Borrower  Agent”  means  the  Company,  in  its  capacity  as  the  agent  and  representative of any Borrowing Subsidiary pursuant to Section 1.05.               “Borrowers” means the Company and the Borrowing Subsidiaries.                “Borrowing”  means  (a)  Loans  of  the  same  Class  and  Type and  to  the  same  Borrower made,  converted  or  continued  on  the  same  date  and,  in  the  case  of  Eurocurrency  Loans, as to which a single Interest Period is in effect or (b)  a Protective Advance.               “Borrowing Base” means, at any time, the sum of:               (a)   100% of Eligible Cash at such time, plus               (b)   90% of the Eligible Credit Card Receivables at such time, plus               (c)   90%  of  the  Eligible  Investment  Grade  Accounts minus the  Dilution  Reserve  applicable  to  such  Accounts, minus any  other  Reserves  applicable  to  such  Accounts,  plus                                                                                                                                                             [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                             8                (d)   85% of the Eligible Other Accounts minus the Dilution Reserve applicable  to such Accounts, minus any other Reserves applicable to such Accounts, plus                (e)   80% of the Eligible Midstream Refined Products Inventory at such time,  plus               (f)   75% of the Eligible Retail Refined Products Inventory at such time, plus               (g)   the lesser of (i) 70% of the Eligible Retail Merchandise Inventory at such  time,  valued  at  cost,  determined  on  an  average  cost  basis, minus the  Reserves  applicable  to  Eligible  Retail  Merchandise  Inventory,  and  (ii)  85%  of  the  Net  Orderly  Liquidation  Value  percentage identified in the most recent inventory appraisal ordered by the Administrative Agent  of  the  Eligible  Retail  Merchandise  Inventory  at  such  time,  valued  at  cost,  determined  on  an  average  cost  basis, minus the  Reserves  applicable  to  Eligible  Retail  Merchandise  Inventory,  minus               (h)   any  other  Reserves  established  by  the  Administrative  Agent  in  its  Permitted Discretion;   provided that,  notwithstanding  anything  contained  herein  to  the  contrary,  as  of  any  date  of  determination, the portion of the Borrowing Base attributable to Eligible Retail Refined Products  Inventory and Eligible Retail Merchandise Inventory, taken together, shall not exceed 50% of the  Borrowing Base.               The  amount  of  Refined  Products  Inventory  for  purposes  of  determining  the  Borrowing  Base  shall  be  (a)  determined  at  any  time  for  Eligible  Midstream  Refined  Products  Inventory  based  upon  the  then  applicable  benchmark  market  pricing,  which  shall  be  such  benchmark pricing as the Administrative Agent may from time to time determine in consultation  with the Company, and (b) for any Eligible Retail Refined Products Inventory, the book value  thereof  as  set  forth  in  the  applicable  Loan  Party’s  accounts,  which  book  value  shall  be  determined  for  each  category  of  refined  product  on  a weighted  average  cost basis, consistent  with the basis used for determining such book value therefor on the date hereof.                 The  Administrative  Agent  may,  in  its  Permitted  Discretion,  establish  or  adjust  Reserves, with any such changes to be effective three days after delivery of notice thereof to the  Company and the Lenders; provided that no such prior notice shall be required for (a) changes to  any  Reserves  resulting  solely  by  virtue  of  mathematical  calculations  of  the  amount  of  the  Reserves in accordance with the methodology of calculation previously utilized, or (b) changes  to Reserves or the establishment of additional Reserves if a Material Adverse Effect has occurred  or it would be reasonably likely that a Material Adverse Effect would occur were such Reserves  not  changed  or  established  prior  to  the  expiration  of  such  three  day  period.   Subject  to  the  immediately  preceding  sentence  and  the  other  provisions  hereof  expressly  permitting  the  Administrative Agent  to adjust the Borrowing Base or any component thereof, the  Borrowing  Base at any time shall be determined by reference to the most recent Borrowing Base Certificate  delivered to the Administrative Agent pursuant to Section 4.01(i) or 5.01(c); provided that upon  deposit by the Company of any additional funds to the Cash Collateral Account (or, subject to  the  consent  of  the  Administrative  Agent,  withdrawal  of  any  funds  from  the  Cash  Collateral                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                             9    Account), the Borrowing Base shall be adjusted to reflect any changes in Eligible Cash resulting  therefrom.               The parties understand that eligibility criteria, the Dilution Reserve and any other  Reserves  that  may  be  imposed  as  provided  herein,  any  deductions  or  other  adjustments  to  determine  “book  value”  and  the  face  amount  of  Accounts  and  factors  considered  in  the  calculation of Net Orderly Liquidation Value of Eligible Retail Merchandise Inventory have the  effect of reducing the Borrowing Base, and, accordingly, whether or not any provisions hereof so  state, all of the foregoing shall be determined without duplication so as not to result in multiple  reductions in the Borrowing Base for the same facts or circumstances.               At  the  time  of  any  disposition  of  a  Loan  Party,  or  any  disposition  outside  the  ordinary course of business of, or any casualty or condemnation event affecting, assets reflected  in  the  then-current  Borrowing  Base  having  a  fair  market  value  of  $25,000,000  or more,  the  Company  shall  give  the  Administrative  Agent  written  notice  of  such  disposition,  casualty  or  condemnation event, together with such information as shall be required for the Administrative  Agent to adjust the Borrowing Base to reflect such disposition.               “Borrowing Base Certificate” means a Borrowing Base Certificate, substantially  in  the  form  of  Exhibit  B  (with  such  changes  thereto  as  may  be  reasonably  required  by  the  Administrative Agent from time to time to reflect the components of, or Reserves against, the  Borrowing  Base  as  provided  for  hereunder),  together  with  all  attachments  and  supporting  documentation  contemplated  thereby, signed  and  certified  as  accurate  and  complete  by  a  Financial Officer of each of Murphy USA and the Company.               “Borrowing Request” means a request by a Borrower, or by the Borrower Agent  on its  behalf, for a Borrowing in  accordance with  Section 2.03, which shall be in  the form  of  Exhibit C or any other form approved by the Administrative Agent.               “Borrowing  Subsidiary”  means  each  Subsidiary  that  has  become  a  Borrowing  Subsidiary as provided in Section 2.24, in each case other than any Subsidiary that has ceased to  be a Borrowing Subsidiary as provided in such Section.                 “Borrowing Subsidiary Joinder Agreement” means an agreement in the form of  Exhibit D-1 or any other form approved by the Administrative Agent, executed by the Company  and the applicable Borrowing Subsidiary.               “Borrowing  Subsidiary  Termination”  means  an  agreement in  the  form  of  Exhibit D-2 or any other form approved by the Administrative Agent, executed by the Company.                “Business  Day”  means  any  day  that  is  not  a  Saturday,  Sunday  or  other  day  on  which commercial banks in New York City are authorized or required by law to remain closed;  provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall  also exclude any day on which banks are not open for dealings in dollar deposits in the London  interbank market.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            10                “Capital Expenditures” means, for any period, the additions to property, plant and  equipment and other capital expenditures of Murphy USA and its consolidated Subsidiaries that  are (or should be) set forth in a consolidated statement of cash flows of Murphy USA and its  consolidated Subsidiaries for such period prepared in accordance with GAAP, excluding (a) any  such  expenditures  made  to  restore,  replace  or  rebuild  assets  to  the  condition  of  such  assets  immediately  prior  to  any  casualty  or  other  insured  damage  to,  or  any  taking  under  power  of  eminent  domain  or  by  condemnation or  similar  proceeding  of,  such  assets  to  the  extent of  insurance  proceeds,  condemnation  awards  or  damage  recovery  proceeds  relating  to  any  such  casualty,  damage,  taking,  condemnation  or  similar  proceeding  and  (b)  any  such  expenditures  constituting Permitted Acquisitions or any other acquisition of all the Equity Interests in, or all or  substantially all the assets of (or the assets constituting a business unit, division, product line or  line of business of), any Person.               “Capital Lease Obligations” of any Person means the obligations of such Person  to pay rent or other amounts under any lease of (or other arrangement conveying the right to use)  real  or  personal  property,  or  a  combination  thereof,  which  obligations  are  required  to  be  classified and accounted for as capital leases on a balance sheet of such Person under GAAP; the  amount  of  such  obligations  shall  be  the  capitalized  amount  thereof  determined  in  accordance  with GAAP, and the final maturity of such obligations shall be the date of the last payment of  such amounts due under such lease (or other arrangement) prior to the first date on which such  lease (or other arrangement) may be terminated by the lessee without payment of a premium or a  penalty.  For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured  by a Lien on the property being leased and such property shall be deemed to be owned by the  lessee.               “Cash Collateral Account” means a deposit account of the Company maintained  at  the  Administrative  Agent  and  subject  to  a  Control  Agreement  into  which  funds  will  be  deposited for inclusion in the Borrowing Base as Eligible Cash and from which withdrawals may  be made only with the consent of the Administrative Agent.               “Cash  Dominion  Period”  means  (a)  each  period  when  a  Specified Event  of  Default shall have occurred and be continuing and (b) each period (i) commencing on any day  when  Availability  has  for  three  consecutive  Business  Days  been  less  than  the  greater  of  (A)  17.5%  of  the  lesser  of  (i)  the  Aggregate  Revolving  Commitment  then  in  effect  and  (ii)  the  Borrowing Base then in effect and (B) $70,000,000, and (ii) ending after Availability has been  greater  than  the  amount  set  forth  in  clause  (i)  above  for  30  consecutive  calendar  days  during  which period no Event of Default shall have occurred and be continuing; provided that if in any  12-month period a Cash Dominion Period shall have commenced three times, then the third Cash  Dominion  Period  shall  continue  until  the  later  of  (1)  the  first  day  after  Availability  has  been  greater  than  the  amount  set  forth  in  clause  (i)  above  for  30  consecutive  calendar  days  during  which period no Event of Default shall have occurred and be continuing and (2) the first  day  after the last day of the 12-month period beginning with the month during which the third Cash  Dominion Period shall have commenced.               “CFC” means  (a)  each  Person  that  is  a  “controlled  foreign  corporation”  for  purposes of the Code and (b) each subsidiary of any such controlled foreign corporation.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            11                “Change in Control” means (a) the acquisition of ownership by any Person other  than  Murphy  USA  or  any  of  its  wholly-owned  Subsidiaries  of  any  Equity  Interest  in  any  Borrower; (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by  any  Person  or  group  (within  the meaning  of  the  Exchange  Act  and  the  rules  of  the  SEC  thereunder) (i) of Equity Interests in Murphy USA if such acquisition would not be permitted  under Section 9 of the Tax Matters Agreement or (ii) other than any Person that is included in the  definition of Murphy Family, of Equity Interests in Murphy USA representing more than 50% of  either  the  aggregate  ordinary  voting  power  or  the  aggregate  equity  value  represented  by  the  issued and outstanding Equity Interests in Murphy USA; (c) persons who were (i) directors of  Murphy  USA  on  the  Effective  Date,  (ii)  nominated  or  appointed  by  the  board  of  directors  of  Murphy  USA  or  (iii)  approved  as  director  candidates  prior  to  their  election  by  the  board  of  directors of Murphy USA, ceasing to occupy a majority of the seats (excluding vacant seats) on  the board of directors of Murphy USA; or (d) the occurrence of a “Change of Control” as defined  in the Senior Notes Documents or any “change of control” (or a similar event) as defined in any  Permitted  Non-ABL  Indebtedness Documents  or  any  Permitted  Additional  Unsecured  Indebtedness Documents.               “Change in Law” means the occurrence, after the date of this Agreement, of any  of the following:  (a) the adoption or taking effect  of any rule, regulation, treaty or other law,  (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation,  implementation  or  application  thereof  by  any  Governmental  Authority  or  (c)  the  making  or  issuance of any request, rule, guideline or directive (whether or not having the force of law) by  any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i)  the  Dodd-Frank  Wall  Street  Reform  and  Consumer  Protection  Act  and  all  requests,  rules,  guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules,  guidelines  or  directives  promulgated  by  the  Bank  for  International  Settlements,  the  Basel  Committee on Banking Supervision (or any successor or similar authority) or the United States  or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed  to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.               “Charges” has the meaning set forth in Section 9.13.               “Class”, when used in reference to (a) any Loan or Borrowing, refers to whether  such  Loan,  or  the  Loans  comprising  such  Borrowing,  are  Revolving  Loans, Tranche  A  Term  Loans or Protective Advances,  (b) any Commitment, refers to  whether such Commitment  is  a  Revolving  Commitment  or  a Tranche A  Term  Commitment  and  (c) any  Lender,  refers  to  whether such Lender has a Loan or Commitment of a particular Class.  Additional Classes of  Loans, Borrowings, Commitments and Lenders may be established pursuant to Sections 2.22 and  2.23.               “Code” means the Internal Revenue Code of 1986, as amended.               “Collateral”  means  any  and  all  assets,  whether  real  or  personal,  tangible  or  intangible, on which Liens are purported to be granted pursuant to the Security Documents as  security for the Secured Obligations.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            12                “Collateral Access Agreement” means any landlord waiver or other agreement, in  form  and  substance  reasonably  satisfactory  to  the  Administrative  Agent,  between  the  Administrative Agent and any warehouseman, bailee or other similar Person in possession of any  Collateral, any  landlord  of  any  real  property where  any  Collateral  is  located  or  any  administrative agent, collateral agent and/or similar representative acting on behalf of the holders  of any Permitted  Non-ABL  Indebtedness secured  by  a  Lien  on  any  real  property where  any  Inventory is located.               “Collateral  Agreement”  means  the  Guarantee  and  Collateral  Agreement  among  Murphy USA, the Borrowers, the other Loan Parties and the Administrative Agent, as amended  and restated as of March 10, 2016, together with all supplements thereto.               “Collateral and Guarantee Requirement” means, at any time, the requirement that:               (a)  the  Administrative  Agent  shall  have  received  from  Murphy  USA,  the        Company, each Borrowing Subsidiary and each other Designated Subsidiary either (i) a        counterpart of the Collateral Agreement duly executed and delivered on behalf of such        Person or (ii) in the case of any Person that becomes a Designated Subsidiary after the        Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the        Collateral  Agreement,  in  the form  specified  therein,  duly  executed  and  delivered  on        behalf of such Person, together with documents and opinions of the type referred to in        paragraphs (b) and (c) of Section 4.01 with respect to such Designated Subsidiary;               (b)  all Equity Interests in the Company or any other Subsidiary owned by or on        behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement        and, in the case of Equity Interests in any Foreign Subsidiary, where the Administrative        Agent  so  requests  in  connection  with  the  pledge  of  such  Equity  Interests,  a  Foreign        Pledge Agreement (provided that the Loan Parties shall not be required to pledge more        than  66%  of  the  outstanding  voting  Equity  Interests  in  any  CFC  or  FSHCO)  and  the        Administrative  Agent  shall,  to  the  extent  required  by  the  Collateral  Agreement,  have        received certificates or other instruments representing all such Equity Interests, together        with undated stock powers or other instruments of transfer with respect thereto endorsed        in blank;               (c)  all  documents  and  instruments,  including Uniform  Commercial  Code        financing  statements,  required  by applicable  law or  reasonably  requested  by  the        Administrative Agent to be filed, registered or recorded to create the Liens intended to be        created by the Security Documents and perfect such Liens to the extent required by, and        with the priority required by, the Security Documents, shall have been filed, registered or        recorded or delivered to the Administrative Agent for filing, registration or recording;               (d)  the  Administrative  Agent  shall  have  received  a  counterpart,  duly  executed        and  delivered  by  the  applicable  Loan  Party  and  the  applicable  depositary  bank  or        securities intermediary, as the case may be, of a Control Agreement with respect to (i)        each deposit account maintained by any Loan Party with any depositary bank (other than        any Excluded Deposit Account) and (ii) each securities account maintained by any Loan        Party with any securities intermediary (other than any Excluded Securities Account), and                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            13          the  requirements  of  the  Collateral  Agreement  relating  to  the  concentration  and        application of collections on accounts shall have been satisfied;               (e)  each  Loan  Party  shall  have  obtained  all  Collateral  Access  Agreements        required to be obtained by it pursuant to this Agreement or the Collateral Agreement, if        any,  and  all  other  consents  and  approvals,  if  any,  required  to  be  obtained  by  it  in        connection  with  the  execution  and  delivery  of  all  Security  Documents  to  which  it is  a        party, the performance of its obligations thereunder and the granting by it of the Liens        thereunder.               The foregoing definition shall not require the creation or perfection of pledges of  or security interests in, or the obtaining of legal opinions or other deliverables with respect to,  any particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if and  for so long as the Administrative Agent, in consultation with Murphy USA and the Company,  determines that the cost of creating or perfecting such pledges or security interests in such assets,  or obtaining such legal opinions or other deliverables in respect of such assets, or providing such  Guarantees  (taking  into  account  any  adverse  tax  consequences  to  Murphy  USA  and  the  Subsidiaries), shall be excessive in view of the benefits to be obtained by the Lenders therefrom,  it  being  understood  that  no  Loan  Party  shall  be  required  to  grant  any  security  interest  in  any  liquor  license.   The  Administrative  Agent  may  grant  extensions  of  time  for  the  creation  and  perfection of security interests in  or the obtaining of legal  opinions  or other deliverables with  respect  to  particular  assets  or  the  provision  of  any  Guarantee  by  any  Subsidiary  (including  extensions  beyond  the  Effective  Date  or  in  connection  with  assets  acquired,  or  Subsidiaries  formed  or  acquired,  after  the  Effective  Date)  where  it  determines  that  such  action  cannot  be  accomplished without undue effort or expense by the time or times at which it would otherwise  be required to be accomplished by this Agreement or the Security Documents.                  “Commitment” means a Revolving Commitment, a Tranche A Term Commitment  or any combination thereof (as the context requires).  Additional Classes of Commitments may  be established pursuant to Sections 2.22 and 2.23.               “Communications”  means,  collectively,  any  notice,  demand,  communication,  information, document or other material provided by or on behalf of any Loan Party pursuant to  any  Loan  Document  or  the  transactions  contemplated  therein  that  is  distributed  to  the  Administrative Agent, any Lender or any Issuing Bank by means of electronic communications  pursuant to Section 9.01, including through an Electronic Platform.               “Company” means Murphy Oil USA, Inc., a Delaware corporation.               “Compliance  Certificate”  means  a  Compliance  Certificate  in  the  form  of  Exhibit E or any other form approved by the Administrative Agent.               “Concentration Account” has the meaning assigned to such term in the Collateral  Agreement.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            14                “Connection Income Taxes” means Other Connection Taxes that are imposed on  or measured by net income (however denominated) or that are franchise Taxes or branch profits  Taxes.               “Consolidated Cash Interest Expense” means, for any period, the excess of (a) the  sum,  without  duplication,  of  (i)  the  interest  expense  (including  imputed interest  expense  in  respect of Capital Lease Obligations) of Murphy USA and its consolidated Subsidiaries for such  period, determined on a consolidated basis in accordance with GAAP, (ii) any interest or other  financing costs becoming payable during such period in respect of Indebtedness of Murphy USA  or  its  consolidated  Subsidiaries  to  the  extent  such  interest  or  other  financing  costs  shall  have  been  capitalized  rather  than  included  in  consolidated  interest  expense  for  such  period  in  accordance  with  GAAP, (iii)  any  cash  payments  made  during  such  period  in  respect  of  obligations referred to in clause (b)(ii) below that were amortized or accrued in a previous period  and (iv) any cash dividends paid during such period in respect of Disqualified Equity Interests in  Murphy USA, minus (b) to the extent included in the sum of the amounts described in clause (a)  for  such  period,  the  sum  of  (i)  noncash  amounts  attributable  to  amortization  or  write-off  of  capitalized  interest  or  other  financing  costs  paid  in  a  previous  period,  (ii)  noncash  amounts  attributable to amortization of debt discounts or accrued interest payable in kind for such period  and (iii) noncash amounts attributable to pay-in-kind interest or other noncash interest expense  (including as a result of purchase accounting).  For purposes of calculating Consolidated Cash  Interest Expense for any period, if during such period Murphy USA, the Company or any other  Subsidiary  shall  have  consummated  a  Material  Acquisition  or  a  Material  Disposition or  shall  have  incurred  any  Permitted  Additional  Unsecured  Indebtedness  or  any  Permitted  Non-ABL  Indebtedness, Consolidated Cash Interest Expense for such period shall be calculated after giving  pro forma effect thereto in accordance with Section 1.04(b).               “Consolidated  EBITDA”  means,  for  any  period,  Consolidated  Net  Income  for  such period, plus                (a)  without  duplication  and  to  the  extent  deducted  in  determining  such  Consolidated Net Income, the sum of               (i)  consolidated  interest  expense  for  such  period  (including  imputed  interest        expense in respect of Capital Lease Obligations),                (ii)  consolidated income tax expense for such period,                (iii)  all amounts attributable to depreciation for such period and amortization of        intangible assets for such period,               (iv)  any extraordinary loss for such period,               (v)  any  noncash  expenses  for  such  period  resulting  from  the  grant  of  stock        options or other equity-based incentives to any director, officer or employee of Murphy        USA,  the  Company  or  any  other  Subsidiary  pursuant  to  a  written  plan  or  agreement        approved by the board of directors of Murphy USA,                                                                                                                                                             [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            15                (vi)  any  losses  for  such  period  attributable  to  early  extinguishment  of        Indebtedness or obligations under any Hedging Agreement,                (vii)  any unrealized losses for such period attributable to the application of “mark        to market” accounting in respect of Hedging Agreements,               (viii)  the cumulative effect for such period of a change in accounting principles        and               (ix)  any other noncash charge (including any impairment charge or asset write-       off related to intangible assets (including goodwill), long-lived assets, and investments in        debt  and  equity  securities  pursuant  to  GAAP,  but  excluding  any  additions  to  bad  debt        reserves  or  bad  debt  expense,  any  noncash  charge  that  results  from  the  write-down  or        write-off of inventory, any noncash charge that results from the write-down or write-off        of  accounts  receivable  or  that  is  in  respect  of  any  other  item  that  was  included  in        Consolidated  Net  Income  in  a  prior  period  and  any  noncash  charge  to  the  extent  it        represents an accrual of or a reserve for cash expenditures in any future period); minus                 (b)  without  duplication  and  to  the  extent  included  in  determining  such  Consolidated Net Income,                (i)  any extraordinary gains for such period, all determined on a consolidated basis        in accordance with GAAP,               (ii)  any  gains  for  such  period  attributable  to  the  early  extinguishment  of        Indebtedness or obligations under any Hedging Agreement,               (iii)  any unrealized gains for such period attributable to the application of “mark        to market” accounting in respect of Hedging Agreements,                (iv)  noncash  items  of  income  for  such  period  (excluding  any  noncash  items  of        income (A) in respect of which cash was received in a prior period or will be received in        a future period or (B) that represents the reversal of any accrual made in a prior period for        anticipated  cash  charges, but  only  to  the  extent  such  accrual  reduced  Consolidated        EBITDA for such prior period) and                (v)  the cumulative effect for such period of a change in accounting principles;   provided further that Consolidated EBITDA shall be calculated so as to exclude the effect of any  gain  or  loss  that  represents  after-tax  gains  or  losses  attributable  to  any  sale,  transfer  or  other  disposition  of  assets  by  Murphy  USA  or  any  of  its  consolidated  Subsidiaries,  other  than  dispositions of inventory and other dispositions in the ordinary course of business.  All amounts  added back in computing Consolidated EBITDA for any period pursuant to clause (a) above, and  all amounts subtracted in computing Consolidated EBITDA pursuant to clause (b) above, to the  extent  such  amounts  are,  in  the reasonable  judgment  of  a  Financial  Officer  of  Murphy  USA,  attributable to any Subsidiary that is not wholly owned by Murphy USA, shall be reduced by the  portion thereof that is attributable to the noncontrolling interest in such Subsidiary.  For purposes                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            16    of  calculating  Consolidated  EBITDA  for  any  period,  if  during  such  period  Murphy  USA,  the  Company or any other Subsidiary shall have consummated a Material Acquisition or a Material  Disposition,  Consolidated  EBITDA  for  such  period  shall  be  calculated  after  giving  pro  forma  effect thereto in accordance with Section 1.04(b).               “Consolidated  Fixed  Charge  Coverage  Ratio”  means,  for  any  Test  Period,  the  ratio for Murphy USA and its consolidated Subsidiaries of (a) Consolidated EBITDA for such  Test Period to (b) Consolidated Fixed Charges for such Test Period.               “Consolidated  Fixed  Charges”  means,  for  any  period,  the  sum,  without  duplication, of (a) Consolidated Cash Interest Expense for such period, (b) the aggregate amount  of scheduled principal payments made during such period in respect of Long-Term Indebtedness  of Murphy USA and its consolidated Subsidiaries (other than payments made by Murphy USA  or  any  Subsidiary  to  Murphy  USA  or  a  Subsidiary),  (c)  the  aggregate  amount  of  principal  payments  (other  than  scheduled principal  payments)  made  during  such  period  in  respect  of  Long-Term Indebtedness of Murphy USA and its consolidated Subsidiaries (other than payments  made by Murphy USA or any Subsidiary to Murphy USA or a Subsidiary), but only to the extent  that  such  payments  reduced  any  scheduled  principal  payments  that  would  have  become  due  within one year after the date of the applicable payment, (d) the aggregate amount of (i) principal  payments on Capital Lease Obligations, determined in accordance with GAAP, and (ii) principal  payments on other Indebtedness of the type described in Section 6.01(f), in each case made by  Murphy USA and the Subsidiaries during such period, (e) Capital Expenditures for such period  (except  to  the  extent  attributable  to  the  incurrence  of  Capital  Lease  Obligations  or  otherwise  financed  by  incurring  purchase  money  Long-Term  Indebtedness),  (f)  the  aggregate amount  of  income taxes  paid  in  cash  by  Murphy  USA and the Subsidiaries during such period, (g) cash  contributions to Plans in respect of minimum ERISA funding requirements for such period and  (h)  the  aggregate  amount  of  Restricted  Payments  made  by  Murphy  USA  and  the  Subsidiaries  during such period (other than (i) Restricted Payments made to Murphy USA or a Subsidiary, (ii)  Restricted  Payments made  solely  in  additional  Equity  Interests  otherwise  permitted  hereunder  and  (iii)  Restricted  Payments  made  in  reliance  on  clause  (iii)  or  (iv)  of  Section 6.08(a)).   For  purposes  of  calculating  Consolidated  Fixed  Charges  for  any  period,  if  during  such  period  Murphy  USA,  the  Company  or  any  other  Subsidiary  shall  have  consummated  a  Material  Acquisition  or  a  Material  Disposition,  Consolidated  Fixed  Charges  for  such  period  shall  be  calculated after giving pro forma effect thereto in accordance with Section 1.04(b).               “Consolidated  Net  Income”  means,  for  any  period,  the  net  income  or  loss  of  Murphy  USA  and  its  consolidated  Subsidiaries  for  such  period,  determined  on  a  consolidated  basis  in  accordance  with  GAAP; provided that  there  shall  be  excluded  (a)  the  income of  any  Person (other than Murphy USA) that is not a consolidated Subsidiary except to the extent of the  amount of cash dividends or similar cash distributions actually paid by such Person to Murphy  USA, the Company or, subject to clauses (b) and (c) below, any other consolidated Subsidiary  during such period, (b) the income of any consolidated Subsidiary (other than a Subsidiary Loan  Party)  to  the  extent  that,  on  the  date  of  determination,  the  declaration  or  payment  of  cash  dividends  or  similar  cash  distributions  by  such  Subsidiary  is  not  permitted  without  any  prior  approval of any Governmental Authority that has not been obtained or is not permitted by the  operation  of  the  terms  of  the  organizational  documents  of  such  Subsidiary,  any  agreement  or  other instrument binding upon Murphy USA or any Subsidiary or any law applicable to Murphy                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            17    USA or any Subsidiary, unless such restrictions with respect to the payment of cash dividends  and other similar cash distributions have been legally and effectively waived, and (c) the income  or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary  that is not wholly owned by Murphy USA to the extent such income or loss or such amounts are  attributable to the noncontrolling interest in such consolidated Subsidiary.               “Control” means the possession, directly or indirectly, of the power to direct or  cause  the  direction  of  the  management  or  policies,  or  the  dismissal  or  appointment  of  the  management, of a Person, whether through the ability to exercise voting power, by contract or  otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.               “Control  Agreement”  means,  with  respect  to  any  deposit  account  or  securities  account maintained by any Loan Party, a control agreement in form and substance reasonably  satisfactory to the Administrative Agent, duly executed and delivered by such Loan Party and the  depositary bank or the securities intermediary, as the case may be, with which such account is  maintained.               “Covenant Period” has the meaning set forth in Section 6.11.               “Covered  Entity”  means  (a)  a  “covered  entity”  as  that  term  is  defined  in,  and  interpreted  in  accordance  with,  12  C.F.R.  §  252.82(b), (b)  a  “covered  bank”  as  that  term  is  defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (c) a “covered FSI” as that  term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).               “Covered Party” has the meaning set forth in Section 9.22.               “Credit Card Receivables” means any Account or Payment Intangible due to any  Loan Party in connection with purchases from and other goods and services provided by such  Loan  Party  on  (a)  Walmart  gift  cards,  (b)  Visa,  MasterCard,  American  Express,  Diners  Club,  Discover,  Carte  Blanche  or  Walmart  credit  cards  and  (c)  such  other  credit cards (it  being  understood that such term, for purposes hereof, includes debit cards) as the Administrative Agent  shall  approve  from  time  to  time  in  its  Permitted  Discretion  (including  Wright  Express,  if  so  approved), in each case which have been originated in the ordinary course of business by such  Loan Party and earned by performance by such Loan Party but not yet paid to such Loan Party  by the gift card issuer, the credit card issuer or the credit card processor, as applicable, and which  represents  the  bona  fide  amount  due  to  a  Loan  Party  from  such  gift  card  issuer,  credit  card  processor  or  credit  card  issuer; provided that,  in  any  event,  “Credit  Card  Receivables”  shall  exclude Accounts and Payment Intangibles due in connection with proprietary credit cards.               “Credit  Party”  means  the  Administrative  Agent,  each  Issuing  Bank  and  each  Lender.               “Default” means any event or condition that constitutes, or upon notice, lapse of  time or both would constitute, an Event of Default.               “Default Right” has the meaning assigned to that term in, and shall be interpreted  in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            18                “Defaulting Lender” means any Lender that (a) has failed, within two Business  Days of the date required to be funded or paid, (i) to fund any portion of its Loans, (ii) in the case  of a Revolving Lender, to fund any portion of its participations in Letters of Credit or Protective  Advances or (iii) to pay to any Credit Party any other amount required to be paid by it hereunder,  unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing  that  such  failure  is  the  result  of  such  Lender’s  good  faith  determination  that  a  condition  precedent  to  funding  (specifically  identified  in  such  writing,  including,  if  applicable,  by  reference  to  a  specific  Default)  has  not  been  satisfied,  (b)  has  notified  Murphy  USA,  the  Company or any Credit Party in writing, or has made a public statement to the effect, that it does  not intend or expect to comply with any of its funding obligations under this Agreement (unless  such writing or public statement indicates that such position is based on such Lender’s good-faith  determination  that  a  condition  precedent  (specifically  identified  in  such  writing,  including,  if  applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally  under other agreements in which it commits to extend credit, (c) has failed, within three Business  Days after request by a Credit Party made in good faith to provide a certification in writing from  an authorized officer of such Lender that it will comply with its obligations (and is financially  able  to  meet  such  obligations)  to  fund  prospective  Loans  and,  in  the  case  of  any  Revolving  Lender, participations in then outstanding Letters of Credit and Protective Advances; provided  that  such  Lender  shall  cease  to  be  a  Defaulting  Lender  pursuant  to  this  clause  (c)  upon  such  Credit  Party’s  receipt  of  such  certification  in  form  and  substance  satisfactory  to  it  and  the  Administrative Agent, (d) has become the subject of a Bankruptcy Event or (e) has become the  subject of a Bail-In Action.               “Delayed Draw Funding Deadline” means December 31, 2019.               “Designated  Proceeds”  means  the  sum  of  (a)  the  aggregate  amount  of  Net  Proceeds received by or on behalf of Murphy USA, the Company or any other Subsidiary after  the Effective Date in respect of any Designated Proceeds Event referred to in clause (a) of the  definition  of  such  term,  but only  to  the  extent  such  Net  Proceeds  constitute Non-ABL Assets  Proceeds,  and  (b) the aggregate amount of Net  Proceeds  received by or on behalf of Murphy  USA,  the  Company  or  any  other  Subsidiary  after  the  Effective  Date  in  respect  of  any  other  Designated Proceeds Event; provided that until such time as the aggregate amount of any such  Net  Proceeds  received  after  the  Effective  Date  shall  be  at  least  $250,000,000,  any  such  Net  Proceeds  received  at  a  time  when  no  Default  shall  have occurred  and  be  continuing  shall  be  deemed  permanently  excluded  from  the  definition  of  “Designated  Proceeds”;  and provided  further,  in  the  case  of any  Net  Proceeds  described  in  clause  (a)  above,  if  the  Company  shall  within  three  Business  Days  of  its  receipt  of  any  such  Net  Proceeds  deliver a  certificate  of  a  Financial  Officer  of  the  Company  to  the  effect  that  the  Company  intends  to  cause  such  Net  Proceeds  to  be  applied  within  180  days  after  receipt  of  such  Net  Proceeds  to  acquire  real  property, equipment or other tangible assets to be used in the business of the Company or the  other Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all  or substantially all the assets of (or all or substantially all the assets constituting a business unit,  division, product line or line of business of) any Person) permitted hereunder, and certifying that  no  Default  has  occurred  and  is  continuing,  then  for  purposes  of  determining  the  aggregate  amount of Designated Proceeds at any time, such Net Proceeds shall be disregarded except to the  extent (i) of any such Net Proceeds that have not been so applied by the end of such 180-day                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            19    period (or within a period of 90 days thereafter if by the end of such initial 180-day period the  Company or one or more other Subsidiaries shall have entered into an agreement with a third  party to acquire such real property, equipment or other tangible assets, or to consummate such  Permitted  Acquisition  or  other  acquisition,  with  such  Net  Proceeds),  at  which  time  such  Net  Proceeds  shall  be  included  in  determining  the  aggregate  amount  of  Designated  Proceeds  (including  for  purposes  of  the  immediately  preceding  proviso) in  an  amount  equal  to  the  Net  Proceeds  that  have  not  been  so  applied or  (ii)  the  aggregate  amount  of  such  disregarded  Net  Proceeds  would  exceed  $100,000,000,  in  which  case  such  excess  shall  be  included  in  determining  the  aggregate  amount  of  Designated  Proceeds (including  for  purposes  of  the  immediately preceding proviso).               “Designated Proceeds Event” means:               (a)  any Prepayment Event described in clause (a) or (b) of the definition of such        term (other  than  any  Sale/Leaseback  Transaction  consummated  in  reliance  on clause        (c)(ii) of Section 6.06);               (b)  the incurrence by Murphy USA, the Company or any other Subsidiary of any        Indebtedness in reliance on clause (l) or (m) of Section 6.01; and               (c)  the consummation by Murphy USA, the Company or any other Subsidiary of        any Sale/Leaseback Transaction in reliance on clause (c)(ii) of Section 6.06.               “Designated Subsidiary” means each Domestic Subsidiary that is not an Excluded  Subsidiary.               “Dilution  Factors” means,  without duplication, including without duplication of  any  other  adjustments  already  in  effect  as  eligibility  criteria  or  Reserves,  for  any  period,  the  aggregate  amount  of  all deductions,  credit  memos,  returns,  adjustments,  allowances,  bad  debt  write-offs  and  other  non-cash  credits  (including  all  volume  discounts,  trade  discounts  and  rebates) which are recorded to reduce Accounts (other than Credit Card Receivables) in a manner  consistent with current and historical accounting practices of the Loan Parties.               “Dilution Ratio” means, at any date, the amount (expressed as a percentage) equal  to (a) the aggregate amount of the applicable Dilution Factors for the 12 most recently ended  fiscal months of the Loan Parties divided by (b) total gross sales (other than sales giving rise to  Credit Card Receivables) of the Loan Parties for such 12 months.               “Dilution Reserve” shall mean, at any date, the product of (a) the excess, if any,  of the applicable Dilution Ratio over 5.00% (it being understood that if there shall be no such  excess,  the  amount  under  this  clause  (a)  shall  be  deemed  to  be  zero) multiplied by (b)  as  applicable, the Eligible Investment Grade Accounts or the Eligible Other Accounts.               “Disqualified  Equity  Interest”  means,  with  respect  to  any  Person,  any  Equity  Interest  in  such  Person  that  by  its  terms  (or  by  the  terms  of  any  security  into  which  it  is  convertible  or  for  which  it  is  exchangeable,  either  mandatorily  or  at  the  option of  the  holder  thereof), or upon the happening of any event or condition:                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            20                (a)  matures or is mandatorily redeemable (other than solely for Equity Interests in        such  Person  that  do  not  constitute  Disqualified  Equity  Interests  and  cash  in  lieu  of        fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation        or otherwise;               (b)  is  convertible  or  exchangeable,  either  mandatorily  or  at  the  option  of  the        holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests        in  such  Person  that  do  not  constitute  Disqualified  Equity  Interests  and  cash  in  lieu  of        fractional shares of such Equity Interests); or               (c)  is redeemable (other than solely for Equity Interests in such Person that do not        constitute  Disqualified  Equity  Interests  and  cash  in  lieu  of  fractional  shares  of  such        Equity Interests) or is required to be repurchased by Murphy USA or any Subsidiary, in        whole or in part, at the option of the holder thereof;   in each case, on or prior to the date 180 days after the latest Maturity Date (determined as of the  date of issuance thereof); provided, however, that (i) an Equity Interest in any Person that would  not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right  to  require  such  Person  to  redeem  or  purchase  such  Equity  Interest  upon  the  occurrence  of  an  “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute  a Disqualified Equity Interest if any such requirement becomes operative only after repayment in  full of all the Loans and all other Loan Document Obligations that are accrued and payable, the  cancellation  or  expiration  of  all  Letters  of  Credit  and  the  termination  or  expiration  of  the  Commitments and (ii) an Equity Interest in any Person that is issued to any employee or to any  plan for the benefit of employees or by any such plan to such employees shall not constitute a  Disqualified Equity Interest solely because it may be required to be repurchased by such Person  or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a  result of such employee’s termination, death or disability.               “Document” has the meaning assigned to such term in the Uniform Commercial  Code.               “dollars” or “$” refers to lawful money of the United States of America.               “Domestic Subsidiary” means any Subsidiary incorporated or organized under the  laws of the United States of America, any State thereof or the District of Columbia.               “Documentation Agents” means the Persons named as such on the cover page of  this Agreement.               “Effective Date” means the date on which the conditions specified in Section 4.01  are satisfied (or waived in accordance with Section 9.02).               “Electronic Platform” means Intralinks®, ClearPar®, DebtDomain, SyndTrak and  any  other  electronic platform  chosen  by  the  Administrative  Agent  to  be  its  electronic  transmission system.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            21                “Electronic Signature” means an electronic sound, symbol, or process attached to,  or associated with, a contract or other record and adopted by a Person with the intent to sign,  authenticate or accept such contract or record.               “Eligible Accounts” means, at any time, the Accounts owned by any Loan Party  and  in  which  such  Loan  Party  has  good  and marketable  title,  but  excluding  Credit  Card  Receivables and any other Account:               (a)   which  is  not  subject  to  a  first  priority  perfected  Lien  in  favor  of  the        Administrative  Agent  pursuant  to  the  Collateral  Agreement  securing  the  Secured        Obligations;               (b)   which is subject to any Lien whatsoever, other than (i) a Lien in favor of        the Administrative Agent, (ii) Permitted Encumbrances that do not have priority over the        Liens securing the Secured Obligations created by the Collateral Agreement and (iii) any        Lien permitted under Section 6.02(a)(xii);               (c)   (i) with respect to which the scheduled due date is more than 60 days after        the date of the original invoice therefor, (ii) which is unpaid more than 60 days after the        date  of  the  original  invoice  therefor  or  more  than  30  days  after  the  original  due  date        therefor  or  (iii)  which  has  been  written  off  the  books  of  the  applicable  Loan  Party  or        otherwise designated as uncollectible (in determining the aggregate amount owing from        each Account Debtor with respect to Accounts that are unpaid either more than 60 days        after the date of the original invoice therefor or more than 30 days after the original due        date, such aggregate amount shall not be reduced to give effect to any credits extended        by, or amounts owing from, the Loan Parties to such Account Debtor);               (d)   which  is  owing  by  an  Account  Debtor  for  which  more  than  50%  of  the        Accounts  owing  by  such  Account  Debtor  and  its  Affiliates  are  ineligible  pursuant  to        clause (c) above;               (e)   other than with respect to Accounts of Wright Express, which is owing by        (i) an Investment Grade Account Debtor to the extent the aggregate amount of Accounts        owing by such Account Debtor and its Affiliates to the Loan Parties exceeds 35% of the        aggregate Eligible Accounts or (ii) any other Account Debtor to the extent the aggregate        amount of Accounts owing by such Account Debtor and its Affiliates to the Loan Parties        exceeds 25% of the aggregate Eligible Accounts;               (f)   with respect to which any covenant, representation or warranty contained        in this Agreement or in the other Loan Documents has been breached or is not true;               (g)   which  (i) other  than  in  the  case  of  Wright  Express  Credit  Card        Receivables, does  not  arise  from  the  sale  of  goods  or  performance  of  services  in  the        ordinary course of business, (ii) is not evidenced by an invoice or other documentation        satisfactory to the Administrative Agent which has been sent to the applicable Account        Debtor, (iii) represents a progress billing, (iv) is contingent upon the completion of any        further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            22          return, sale on approval, consignment, cash-on-delivery or any other repurchase or return        basis or (vi) relates to payments of interest;               (h)   for which the goods giving rise to such Account have not been shipped to        the Account Debtor or for which the services giving rise to such Account have not been        performed by the applicable Loan Party or if such Account was invoiced more than once;               (i)   with respect to which any check or other instrument of payment has been        returned uncollected for any reason;               (j)   which  is  owed  by  an  Account  Debtor  which  (i)  is  the  subject  of  any        Bankruptcy Event, (ii) is liquidating, dissolving or winding up its affairs, (iii) is otherwise        deemed not creditworthy by the Administrative Agent in its Permitted Discretion, (iv) has        admitted in writing its inability, or is generally unable to, pay its debts as they become        due, (v) has become insolvent or (vi) has ceased operation of its business;               (k)   which is owed by an Account Debtor which has sold all or a substantially        all its assets;               (l)   which is owed by an Account Debtor that (i) does not have its principal        place of business in the United States or (ii) is not organized under applicable law of the        United States or any state of the United States unless, in any such case, such Account is        backed  by  a  Letter  of  Credit  acceptable  to  the  Administrative  Agent  which  is  in  the        possession of, and is directly drawable by, the Administrative Agent;               (m)   which is owed in any currency other than dollars;               (n)   which  is  owed  by  (i)  any  Governmental  Authority  of  any  country  other        than the United States unless such Account is backed by a Letter of Credit acceptable to        the Administrative Agent which is in the possession of, and is directly drawable by, the        Administrative  Agent,  (ii)  any  Governmental  Authority  of  the  United  States,  or  any        department,  agency,  public  corporation,  or  instrumentality thereof,  unless  the  Federal        Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C.        §  15  et  seq.),  and  any  other  steps  necessary  to  perfect  the  Lien  of  the  Administrative        Agent  in  such  Account  have  been  complied  with  to  the  Administrative  Agent’s        satisfaction or (iii) any Governmental Authority of any State of the United States or any        other Governmental Authority not referred to in clause (i) or (ii) above;               (o)   which  is  owed  by  any  Affiliate  of  any  Loan  Party  or  any  employee,        officer, director, agent or equityholder of any Loan Party or any of its Affiliates;               (p)   which  the  Administrative  Agent  determines,  in  its  Permitted  Discretion,        might not be paid by reason of the Account Debtor’s inability to pay;               (q)   which  is  owed  by  an  Account  Debtor  or  any  Affiliate  of  such  Account        Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness,        or  is  subject  to  any  security,  deposit,  progress  payment,  retainage  or  other  similar                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            23          advance  made  by  or  for  the  benefit  of  an  Account  Debtor,  in  each  case  to  the  extent        thereof;               (r)   which is subject to any counterclaim, deduction, defense, setoff or dispute        but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;               (s)   which  is  evidenced  by  any promissory  note,  judgment,  chattel  paper  or        instrument;               (t)   which  is  owed  by  an  Account  Debtor  located  in  any  jurisdiction  which        requires filing of a “Notice of Business Activities Report” or other similar report in order        to permit the applicable Loan Party to seek judicial enforcement in such jurisdiction of        payment of such Account, unless such Loan Party has filed such report or qualified to do        business in such jurisdiction;               (u)   with respect to which the applicable Loan Party has made any agreement        with the Account Debtor for any reduction thereof, other than discounts and adjustments        given in the ordinary course of business (but only to the extent of any such reduction), or        any  Account  which  was  partially  paid  and  the  applicable  Loan  Party  created  a  new        receivable for the unpaid portion of such Account;                (v)   which does not comply in all material respects with the requirements of all        applicable  laws  and  regulations,  whether  Federal,  state  or  local,  including  the  Federal        Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of        the Board;                (w)   which is for goods that have been sold under a purchase order or pursuant        to  the  terms  of  a  contract  or  other  agreement  or  understanding  (written  or  oral)  that        indicates or purports that any Person other than the applicable Loan Party has or has had        an  ownership  interest  in  such  goods,  or  which  indicates  any  party  other  than  the        applicable Loan Party as payee or remittance party;                (x)   which  represents  credit  card  sales  or  was  created  on  cash  on delivery        terms;                (y)   which is owed by an Account Debtor that is a Sanctioned Person; or                (z)   which is not a true and correct statement of a bona fide obligation incurred        in the amount of the Account for merchandise sold to or services rendered and accepted        by the applicable Account Debtor.               In determining the amount of an Eligible Account, the face amount of an Account  may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to  the  extent  not  reflected  in  such  face  amount,  (i)  to  the  extent  not  otherwise  reflected  in  the  eligibility criteria or as a Dilution Factor, the amount of all accrued and actual discounts, claims,  credits or credits pending, promotional program allowances, price adjustments, finance charges  or other allowances (including any amount that the applicable Loan Party may be obligated to                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            24    rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or  oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet  applied by the applicable Loan Party to reduce the amount of such Account.               Notwithstanding anything to the contrary contained herein, no Account acquired  by any Loan Party after the Effective Date outside the ordinary course of business, or acquired or  originated by any Person that becomes a Loan Party after the Effective Date, shall be included in  determining Eligible Accounts until a field examination with respect thereto has been completed  to  the  satisfaction  of  the  Administrative  Agent  (it  being  understood  and  agreed  that  field  examinations conducted pursuant to this paragraph shall not count against the number of field  examinations permitted pursuant to Section 5.15); provided that the Administrative Agent may,  in its Permitted Discretion and subject to any Reserves that the Administrative Agent shall have  established in connection therewith, permit inclusion of such Accounts in the determination of  Eligible Accounts for not more than 60 days after the acquisition thereof or the date such Person  becomes a Loan Party, as applicable.               “Eligible  Assignee”  means  (a)  a  Lender,  (b)  an  Affiliate  of  a  Lender,  (c)  an  Approved Fund and (d) any other Person, other than, in each case, a natural person (or a holding  company, investment vehicle or trust for, or owned and operated for the primary benefit of, a  natural person) or Murphy USA, the Company, any other Subsidiary or any other Affiliate of  Murphy USA.               “Eligible Cash” means, at any time, the funds on deposit in the Cash Collateral  Account at such time.               “Eligible Credit Card Receivables” means, as of any date of determination, each  Credit Card Receivable that satisfies all the requirements set forth below:               (a) such Credit Card Receivable is owned by a Loan Party and such Loan Party        has good and marketable title to such Credit Card Receivable;               (b)  such  Credit  Card  Receivable  has  not  been  outstanding  for  more  than  five        Business Days (or, in the case of any Credit Card Receivable in respect of a Walmart gift        card, 15 Business Days);               (c) the gift card issuer, the credit card issuer or the credit card processor of the        applicable credit card with respect to such Credit Card Receivable (i) is not the subject of        any Bankruptcy Event, (ii) is not liquidating, dissolving or winding up its affairs, (iii) is        not  otherwise  deemed  not  creditworthy  by  the  Administrative  Agent  in  its  Permitted        Discretion, (iv) has not admitted in writing its inability, or is not generally unable to, pay        its  debts  as  they  become  due,  (v)  has  not  become  insolvent  and  (vi)  has  not ceased        operation of its business;               (d) such Credit Card Receivable is a valid, legally enforceable obligation of the        applicable gift card issuer, credit card issuer or credit card processor with respect thereto;                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            25                (e)  such  Credit  Card  Receivable  is  subject  to a  first  priority  perfected  Lien  in        favor  of  the  Administrative  Agent  pursuant  to  the  Collateral  Agreement  securing  the        Secured Obligations;               (f) such Credit Card Receivable is not subject to any Lien whatsoever, other than        (i) a Lien in favor of the Administrative Agent, (ii) Permitted Encumbrances that do not        have priority over the Liens securing the Secured Obligations created by the Collateral        Agreement and (iii) any Lien permitted under Section 6.02(a)(xii);               (g)  such  Credit  Card  Receivable  conforms  in  all  material  respects  to  all        representations,  warranties  or  other  provisions  in  the  Loan  Documents  or  in  the credit        card agreements relating to such Credit Card Receivable;               (h) if such Credit Card Receivable is subject to risk of set-off, non-collection or        not being processed due to unpaid and/or accrued credit card processor fee balances, or if        a claim, counterclaim, offset or chargeback has been asserted by the applicable gift card        issuer, credit card issuer or credit card processor, the face amount thereof for purposes of        determining the Borrowing Base has been reduced by the amount of such unpaid and/or        accrued credit card processor fees or such claim, counterclaim, offset or chargeback;               (i) such Credit Card Receivable is not evidenced by chattel paper or an instrument        of  any  kind  unless  such  chattel  paper  or  instrument  is  in  the  possession  of  the        Administrative  Agent,  and  to  the  extent  necessary  or  appropriate,  endorsed  to  the        Administrative Agent.               In determining the amount of an Eligible Credit Card Receivable, the face amount  thereof may,  in  the  Administrative  Agent’s  Permitted  Discretion,  be reduced  by,  without  duplication, to the extent not reflected in such face amount, (i) the amount of all customary fees  and  expenses  in  connection  with  the credit card  arrangements  applicable  thereto  and  (ii)  the  aggregate amount of all cash  received in  respect thereof but  not  yet  applied by the applicable  Loan Party to reduce the amount of such Eligible Credit Card Receivable.               Notwithstanding  anything  to  the  contrary  contained  herein,  no  Credit  Card  Receivable acquired by any Loan Party after the Effective Date outside the ordinary course of  business, or acquired or originated by any Person that becomes a Loan Party after the Effective  Date, shall be included in determining Eligible Credit Card Receivables until a field examination  with respect thereto has been completed to the satisfaction of the Administrative Agent (it being  understood  and  agreed  that  field  examinations  conducted  pursuant  to  this  paragraph  shall  not  count  against  the  number  of  field  examinations  permitted  pursuant  to  Section 5.15); provided  that the Administrative Agent may, in its Permitted Discretion and subject to any Reserves that  the  Administrative  Agent  shall  have  established  in  connection  therewith,  permit  inclusion  of  such Credit Card Receivables in the determination of Eligible Credit Card Receivables for not  more than 60 days after the acquisition thereof or the date such Person becomes a Loan Party, as  applicable.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            26                “Eligible Inventory” means, at any time, the Inventory owned by any Loan Party  (and in which such Loan Party has good and marketable title), but excluding any Inventory:               (a)   which  is  not  subject  to  a  first  priority  perfected  Lien  in  favor  of  the        Administrative  Agent  pursuant  to  the  Collateral  Agreement  securing  the  Secured        Obligations;               (b)   which is subject to any Lien whatsoever, other than (i) a Lien in favor of        the Administrative Agent, (ii) Permitted Encumbrances that do not have priority over the        Liens  securing  the  Secured  Obligations  pursuant  to  the  terms  of  the  Collateral        Agreement,  (iii)  in  the  case  of  Inventory  at  a  terminal,  warehouse  or  other  third  party        storage facility or in transit with a common carrier or other third party carrier, any Lien in        respect  of  which  an  appropriate  Reserve  shall  have  been  established  by  the        Administrative  Agent  in  its  Permitted  Discretion  and  (iv)  any  Lien  permitted  under        Section 6.02(a)(xii);               (c)   which is slow moving, obsolete, unmerchantable, defective, used, unfit for        sale, not salable at prices approximating at least the cost of such Inventory in the ordinary        course of business or unacceptable due to age, type, category and/or quantity;               (d)   with respect to which any covenant, representation or warranty contained        in this Agreement or in the other Loan Documents has been breached or is not true or        which does not conform to all standards imposed by any Governmental Authority or is        not covered by casualty insurance as required by the provisions of this Agreement;               (e)   in  which  any  Person  other  than  the  applicable  Loan  Party  shall  (i) have        any direct or indirect ownership, interest or title (including the rights of a purchaser that        has made progress payments and the rights of a surety that has issued a bond to assure a        Loan  Party’s  performance  with  respect  to  that  Inventory)  or  (ii)  be  indicated  on  any        purchase order or invoice with respect to such Inventory as having or purporting to have        an interest therein;               (f)   which  is  not  finished  goods  or  which  constitutes  work-in-process,  raw        materials,  spare  or  replacement  parts,  subassemblies,  packaging  and  shipping  material,        manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or        ship-in-place  goods,  goods  that  are  returned  or  marked  for  return,  repossessed  goods,        defective or damaged  goods,  goods  held  on consignment, or  goods  which are not  of a        type held for sale in the ordinary course of business;               (g)   which is not located in the United States or is in transit with a common        carrier or other third party carrier from vendors and suppliers; provided that Inventory in        transit within the United States may be included as Eligible Inventory so long as:                     (i) if the applicable Loan Party’s rights with respect thereto are evidenced              by a bill of lading or comparable Document, such Document either (A) is non-             negotiable or (B) has been delivered to the Administrative Agent,                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            27                      (ii) the common carrier or other third party carrier is not an Affiliate of the              Loan Parties or of the applicable vendor or supplier, and                     (iii)  the  customs  broker is  not  an  Affiliate  of the  Loan  Parties  or of the              applicable vendor or supplier;               (h)   which is located in any real property leased by a Loan Party unless (i) the        lessor  has  executed  and  delivered  to  the  Administrative  Agent a  Collateral  Access        Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due        with  respect  to  such  location  has  been  established  by  the  Administrative  Agent  in  its        Permitted Discretion;               (i)   which  is  located  at  any  terminal,  warehouse  or  other  third  party  storage        facility or is otherwise in the possession of a bailee (other than a third party processor)        and  (i)  is  evidenced  by  a  negotiable  warehouse  or  terminal  receipt  or  comparable        Document unless such Document has been delivered to the Administrative Agent or (ii)        is not evidenced by a Document, unless (A) such terminal owner, warehouseman or other        bailee  has  executed  and  delivered  to  the  Administrative  Agent  a  Collateral  Access        Agreement and such other documentation as the Administrative Agent may require in its        Permitted  Discretion  or  (B)  an  appropriate  Reserve  has  been  established  by  the        Administrative Agent in its Permitted Discretion;               (j)   which  is  being  processed  offsite  at  a  third  party  location  or  outside        processor (it being understood that the blending of gasoline and ethanol at a terminal is        not “processing” for purposes of this clause (j)), or is in-transit to or from such third party        location or outside processor (unless eligible under clause (g) above);                (k)   which is a discontinued product or component thereof;                (l)   which is the subject of a consignment by a Loan Party as consignor;               (m)   which is perishable;               (n)   which contains or bears any intellectual property rights licensed to a Loan        Party unless the Administrative Agent is satisfied that it may sell or otherwise dispose of        such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract        with such licensor or (iii) incurring any liability with respect to payment of royalties other        than  royalties  incurred  pursuant  to  sale  of  such  Inventory  under  the  current  licensing        agreement;                (o)   which  is  not  reflected  in  a  current  perpetual  inventory  report  of  the        applicable Loan Party (unless such Inventory is reflected in a report to the Administrative        Agent as “in transit” Inventory); or               (p)   for which reclamation rights have been asserted by the seller.               Notwithstanding the foregoing, the amount of  Inventory shall be adjusted (i) as  required  to  eliminate  intercompany  profit,  (ii)  to  true  up  cost  by  eliminating  intercompany                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            28    performance  incentives  and  (iii)  to  reflect  general  ledger  adjustments  that  have  the  effect  of  reducing Inventory value on the perpetual accounting system.               Notwithstanding anything to the contrary contained herein, no Inventory acquired  by  any  Loan  Party  after  the  Effective  Date  other  than  in  the  ordinary  course  of  business,  or  acquired or created by any Person that becomes a Loan Party after the Effective Date, shall be  included  in  determining  Eligible  Inventory  until  a  field  examination  (and,  if  required  by  the  Administrative  Agent,  an  Inventory  appraisal)  with  respect  thereto  has  been  completed  to  the  satisfaction of the Administrative Agent (it being understood and agreed that field examinations  and appraisals conducted pursuant to this paragraph shall not count against the number of field  examinations or appraisals permitted pursuant to Section 5.15); provided that the Administrative  Agent may, in its Permitted Discretion and subject to any Reserves that the Administrative Agent  shall have  established  in  connection  therewith,  permit  inclusion  of  such  Inventory in  the  determination of Eligible Inventory for not more than 60 days after the acquisition thereof or the  date such Person becomes a Loan Party, as applicable.               “Eligible Investment Grade Accounts” means, at any time, the Eligible Accounts  of any Loan Party at such time owed by Investment Grade Account Debtors.               “Eligible  Midstream  Refined  Products  Inventory”  means  Refined  Products  Inventory of a Loan Party which (a) is not held for sale at a retail station and (b) qualifies as  Eligible Inventory.               “Eligible Other Accounts” means, at any time, the Eligible Accounts of any Loan  Party at such time that are not Eligible Investment Grade Accounts.               “Eligible Retail Merchandise Inventory” means Retail Merchandise Inventory of  a Loan Party which is held for sale in the ordinary course of business at a retail station operated  by a Loan Party and (a) unless otherwise approved by the Administrative Agent in its Permitted  Discretion, is not located, stored or maintained outside of any retail station owned or leased by a  Loan Party and (b) qualifies as Eligible Inventory.               “Eligible Retail Refined Products Inventory” means Refined Products Inventory  of  a  Loan  Party  which  is  held  for  sale  in  the  ordinary  course  of  business  at  a  retail  station  operated by a Loan Party and (a) unless otherwise approved by the Administrative Agent in its  Permitted Discretion, is not located, stored or maintained outside of any retail station owned or  leased by a Loan Party and (b) qualifies as Eligible Inventory.               “Environmental Laws” means all applicable rules, regulations, codes, ordinances,  judgments, orders, decrees, directives and other laws, and all injunctions or binding agreements,  issued, promulgated or entered into by or with any Governmental Authority and relating in any  way to the environment, to preservation or reclamation of natural resources, to the management,  Release or threatened Release of, or human exposure to, any explosive, radioactive, hazardous or  toxic substance, waste or other pollutant, including petroleum or petroleum distillates.               “Environmental  Liability”  means  any  liability,  obligation,  loss,  claim,  action,  order  or  cost,  contingent  or  otherwise  (including  any  liability  for  damages,  costs  of                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            29    environmental remediation, fines, penalties and indemnities), to the extent directly or indirectly  resulting  from  or based  upon (a) violation of any  Environmental  Law, (b) the  generation, use,  handling, transportation, storage, treatment or disposal of any Hazardous Materials to the extent  arising  from  or  relating  to  any  Environmental  Law,  (c) human  exposure  to  any  Hazardous  Materials, (d) the presence, Release or threatened Release of any Hazardous Materials or (e) any  contract,  binding  agreement  or  other  consensual  arrangement  pursuant  to  which  liability  is  assumed or imposed with respect to any of the foregoing.               “Equity  Interests”  means  shares  of  capital  stock,  partnership  interests,  membership  interests,  beneficial  interests  or  other  ownership  interests,  whether  voting  or  nonvoting,  in,  or  interests  in  the  income  or  profits  of,  a  Person,  and  any  warrants,  options  or  other rights entitling the holder thereof to purchase or acquire any of the foregoing (other than,  prior to the date of conversion, Indebtedness that is convertible into any such Equity Interests).               “ERISA” means the Employee Retirement Income Security Act of 1974.               “ERISA Affiliate” means any trade or business (whether or not incorporated) that,  together  with  Murphy  USA  or  any  Subsidiary,  is  treated  as  a  single  employer  under  Section 414(b)  or  414(c)  of  the  Code  or,  solely  for  purposes  of  Section 302  of  ERISA  and  Section 412 of the Code, is treated as a single employer under Section 414(m) or 414(o) of the  Code.               “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of  ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which  the 30-day notice period is waived), (b) any failure by any Plan to satisfy the minimum funding  standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to  such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the  Code  or  Section 302(c)  of  ERISA,  of  an  application  for  a  waiver  of  the  minimum  funding  standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in  “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e)  the incurrence by Murphy USA or any of its ERISA Affiliates of any liability under Title IV of  ERISA with respect to the termination of any Plan, (f) the receipt by Murphy USA or any of its  ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to  terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the incurrence by  Murphy USA or any of its ERISA Affiliates of any liability with respect to the withdrawal or  partial withdrawal from any Plan or Multiemployer Plan, or (h) the receipt by Murphy USA or  any  of  its  ERISA  Affiliates  of  any  notice,  or  the  receipt  by  any  Multiemployer  Plan  from  Murphy  USA  or  any  of  its  ERISA  Affiliates  of  any  notice,  concerning  the  imposition  of  Withdrawal  Liability  or  a  determination  that  a  Multiemployer  Plan  is, or  is  expected  to  be,  insolvent, within the meaning of Title IV of ERISA or in endangered or critical status, within the  meaning of Section 432 of the Code and Section 305 of ERISA.               “Eurocurrency”,  when  used  in  reference  to  any  Loan  or  Borrowing,  refers  to  whether  such  Loan,  or  the  Loans  comprising  such  Borrowing,  shall  bear  interest  at  a  rate  determined by reference to the Adjusted LIBO Rate.               “Events of Default” has the meaning set forth in Article VII.                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            30                “Exchange Act” means the United States Securities Exchange Act of 1934.               “Excluded Deposit Accounts” means (a) any deposit account the funds in which  are  used  solely  for  the  payment  of  salaries  and  wages,  workers’  compensation  and  similar  expenses  (including payroll  taxes) in  the ordinary  course of business, (b) any deposit  account  that is a zero-balance disbursement account, (c) any deposit account the funds in which consist  solely of (i) funds held by Murphy USA or any Subsidiary in trust for any director, officer or  employee  of  Murphy  USA  or  any  Subsidiary  or  any  employee  benefit  plan  maintained  by  Murphy  USA  or  any  Subsidiary  or  (ii)  funds  representing  deferred  compensation  for  the  directors and employees of Murphy USA and the Subsidiaries, (d) any deposit account the funds  in  which  consist  solely  of  cash  earnest  money  deposits  or  funds  deposited  under  escrow  or  similar  arrangements  in  connection  with  any  letter  of  intent  or  purchase  agreement  for  a  Permitted Acquisition or any other transaction permitted hereunder, (e) any deposit account into  which  are  deposited  station  receipts  and  from  which  the  available  funds  are  swept  to  the  Concentration  Account  at  the  end  of  each  Business  Day  (whether directly  or  through  local  concentration  accounts  that  are  in  turn  swept  to  the  Concentration  Account  on  such  Business  Day,  it  being  agreed  that  such  local  concentration  accounts  that  are  so  swept  shall  also  be  excluded under this clause (e)) and (f) other deposit accounts to the extent the aggregate daily  balance in all such accounts does not at any time exceed $10,000,000.               “Excluded  Securities  Account”  means any  securities  account  the  securities  entitlements in which consist solely of (a) securities entitlements held by Murphy USA or any  Subsidiary in trust for any director, officer or employee of Murphy USA or any Subsidiary or  any  employee  benefit  plan  maintained  by  Murphy  USA  or  any  Subsidiary  or  (b)  securities  entitlements  representing  deferred  compensation  for  the  directors  and  employees  of  Murphy  USA and the Subsidiaries.               “Excluded  Subsidiary”  means  (a)  any  CFC, (b)  any  FSHCO, (c)  Hankinson  Holding,  LLC,  a  Delaware limited liability company,  so  long  as it has  no  material  assets  or  liabilities and conducts no operations and (d) 591 Beverage, Inc. a Nebraska corporation, so long  as it has no material assets or liabilities and conducts no operations; provided that no Subsidiary  that (i) is  a Borrower, (ii) Guarantees  the Senior Notes  or any other Material  Indebtedness  of  Murphy USA, the Company or any Domestic Subsidiary that is not itself an Excluded Subsidiary  or  (iii)  is  an  obligor  (including  pursuant  to  a  Guarantee)  under  any  Permitted  Non-ABL  Indebtedness shall, in either case, be an Excluded Subsidiary.               “Excluded Taxes” means any of the following Taxes imposed on or with respect  to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes  imposed  on  or  measured  by  net  income  (however  denominated),  franchise  Taxes,  and  branch  profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the  laws of, or having its principal office or, in the case of any Lender, its applicable lending office  located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that  are Other  Connection  Taxes,  (b)  in  the  case  of  a  Lender,  U.S.  Federal  withholding  Taxes  imposed on amounts payable to or for the account of such Lender with respect to an applicable  interest  in  a  Loan  or  Commitment  pursuant  to  a  law  in  effect  on  the  date  on  which  (i)  such  Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment  request by the Company under Section 2.19(b)) or (ii) such Lender changes its lending office,                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            31    except  in  each case to  the extent that, pursuant to  Section 2.17, amounts  with  respect  to  such  Taxes were payable either to such Lender's assignor immediately before such Lender acquired  the  applicable  interest in  such  Loan  or  Commitment  or  to  such  Lender  immediately  before  it  changed  its  lending  office,  (c)  Taxes  attributable  to  such  Recipient’s  failure  to  comply  with  Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.               “Existing Credit Agreement” means the Credit Agreement dated as of August 30,  2013, as amended and restated as of March 10, 2016 and as in effect immediately prior to the  Effective Date, among  Murphy USA, the Company, the Borrowing Subsidiaries party thereto,  the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.               “Existing Letter of Credit” means each letter of credit previously issued for the  account of the Company or any other Subsidiary that (a) is outstanding on the Effective Date and  (b) is listed on Schedule 1.01.               “Existing Revolving Borrowings” has the meaning set forth in Section 2.21(e).               “Extending Lenders” has the meaning set forth in Section 2.22(a).               “Extension  Agreement”  means  an Extension  Agreement, in  form  and substance  reasonably  satisfactory to  the  Administrative  Agent,  among  Murphy  USA,  the  Company,  the  Administrative Agent, one or more Extending Lenders and each other Person, if any, required to  be a party thereto pursuant to Section 2.22(b), effecting an Extension Permitted Amendment and  such other amendments hereto and to the other Loan Documents as are contemplated by Section  2.22.                “Extension Offer” has the meaning set forth in Section 2.22(a).               “Extension Permitted Amendment” means an amendment to this Agreement and  the other Loan Documents, effected in connection with an Extension Offer pursuant to Section  2.22, providing for an extension of the Maturity Date applicable to the Extending Lenders’ Loans  and/or Commitments of the applicable Extension Request Class (such Loans or Commitments  being referred to as the “Extended Loans” or “Extended Commitments”, as applicable) (which  extension,  in  the  case  of  Revolving  Commitments,  shall  be  for  a  period  of  one  year)  and,  in  connection  therewith,  (a)  an  increase  or  decrease  in  the  rate  of  interest  accruing  on  such  Extended  Loans,  (b)  in  the  case  of  Extended  Loans  that  are  Term  Loans  of  any  Class,  a  modification  of  the  scheduled  amortization  applicable  thereto, provided that  the  weighted  average life to maturity of such Extended Loans shall be no shorter than the remaining weighted  average life to maturity (determined at the time of such Extension Offer) of the Term Loans of  such  Class,  (c)  a  modification  of  voluntary  or  mandatory  prepayments  applicable  thereto  (including  prepayment  premiums  and  other  restrictions  thereon), provided that  in  the  case  of  Extended Loans that are Term Loans, such requirements may provide that such Extended Loans  may participate in any mandatory prepayments on a pro rata basis (or on a basis that is less than  a pro rata basis) with the Loans of the applicable Extension Request Class, but may not provide  for prepayment requirements that are more favorable than those applicable to the Loans of the  applicable Extension Request Class, (d) an increase in the fees payable to, or the inclusion of  new  fees  to  be  payable  to,  the  Extending  Lenders  in  respect  of  such  Extension  Offer  or  their                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            32    Extended Loans or Extended Commitments and/or (e) an addition of any affirmative or negative  covenants  applicable to  Murphy  USA, the Company  and the other Subsidiaries, provided that  any such additional covenant with which Murphy USA, the Company and the other Subsidiaries  shall be required to comply prior to the latest Maturity Date in effect immediately prior to such  Extension  Permitted  Amendment for  the  benefit  of  the  Extending  Lenders  providing  such  Extended Loans or Extended Commitments shall also be for the benefit of all other Lenders.                “Extension Request Class” has the meaning set forth in Section 2.22(a).               “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this  Agreement (or  any  amended  or  successor  version  that  is  substantively  comparable  and  not  materially  more  onerous  to  comply  with), any  intergovernmental  agreements  entered  into  in  connection therewith, any agreements entered into pursuant to Section 1471(b)(1) of the Code  and  any fiscal  or  regulatory  legislation,  rules  or  practices  adopted  pursuant  to  any  intergovernmental  agreement,  treaty  or  convention  among  Governmental  Authorities  and  implementing such Sections of the Code.               “Federal  Funds  Effective  Rate” means,  for  any  day,  the  rate  calculated  by  the  NYFRB based on such day’s federal funds transactions by depositary institutions, as determined  in  such  manner  as  the  NYFRB  shall  set  forth  on  its  public  website  from  time  to  time,  and  published  on  the  next  succeeding  Business  Day  by  the  NYFRB  as  the effective federal  funds  rate; provided that if such rate shall be less than zero, such rate shall be deemed to be zero.               “Financial Officer” means, with respect to any Person, the chief financial officer,  principal  accounting  officer,  treasurer  or  controller  of  such  Person; provided that,  when  such  term is used in reference to any document executed by, or a certification of, a Financial Officer,  the secretary or assistant secretary of such Person shall have delivered an incumbency certificate  to the Administrative Agent as to the authority of such individual.               “Foreign Lender” means a Lender that is not a U.S. Person.               “Foreign Pledge Agreement” means a pledge or charge agreement granting a Lien  on Equity Interests in a Foreign Subsidiary to secure the Secured Obligations, governed by the  law  of  the  jurisdiction  of  organization  of  such  Foreign  Subsidiary  and  in  form  and  substance  reasonably satisfactory to the Administrative Agent.               “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.               “FSHCO”  means  each  Domestic  Subsidiary  substantially  all  of  the  assets  of  which consist of voting Equity Interests in CFCs.               “GAAP”  means,  subject  to  Section 1.04(a), generally  accepted  accounting  principles  in  the  United  States  of  America,  applied  in  accordance  with  the  consistency  requirements thereof.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            33                “Governmental  Approvals”  means  all  authorizations,  consents,  approvals,  permits, licenses and exemptions of, registrations and filings with, and reports to, Governmental  Authorities.                “Governmental  Authority”  means  the  government  of  the  United  States  of  America, any other nation or any political subdivision thereof, whether state or local, and any  agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising  executive,  legislative,  judicial,  taxing,  regulatory  or  administrative  powers  or  functions  of  or  pertaining  to  government  (including  any  supra-national  body  exercising  such  powers  or  functions, such as the European Union or the European Central Bank).               “Guarantee”  of  or  by  any  Person  (the  “guarantor”)  means  any  obligation,  contingent  or  otherwise,  of  the  guarantor  guaranteeing  or  having  the  economic  effect  of  guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in  any manner, whether directly or indirectly, and including any obligation of the guarantor, direct  or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of)  such  Indebtedness  or  other  obligation  or  to  purchase  (or  to  advance  or  supply  funds  for  the  purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or  services for the purpose of assuring the owner of such Indebtedness or other obligation of the  payment thereof, (c) to maintain working capital, equity capital or any other financial statement  condition  or  liquidity  of  the  primary  obligor  so  as  to  enable  the  primary  obligor  to  pay  such  Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or  letter of guaranty issued to support such Indebtedness or other obligation; provided that the term  “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of  business.  The amount, as of any date of determination, of any Guarantee shall be the principal  amount outstanding on such date of the Indebtedness or other obligation guaranteed thereby (or,  in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor  or  (ii)  any  Guarantee  of  an  obligation  that  does  not  have  a  principal  amount,  the  maximum  monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the  case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good  faith by the chief financial officer of Murphy USA)).               “Hazardous  Materials”  means  all explosive, radioactive,  hazardous  or  toxic  substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or  asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes  and all other substances or wastes of any nature regulated pursuant to any Environmental Law.               “Hedging Agreement” means any agreement with respect to any swap, forward,  future  or  derivative  transaction,  or  any  option  or  similar  agreement,  involving,  or  settled  by  reference to, one or more rates, currencies, commodities, prices of equity or debt securities or  instruments,  or  economic,  financial  or  pricing  indices  or  measures  of  economic,  financial  or  pricing  risk  or  value,  or  any  similar  transaction  or  combination  of  the  foregoing  transactions;  provided that  no  phantom  stock  or  similar  plan  providing  for  payments  only  on  account  of  services provided by current or former directors, officers, employees or consultants of Murphy  USA, the Company or the other Subsidiaries shall be a Hedging Agreement.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            34                “Immediate  Family”  of  a natural person  means  such natural 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.               “Incremental  Facility  Agreement” means  an  Incremental  Facility  Agreement, in  form and substance reasonably satisfactory to the Administrative Agent, among Murphy USA,  the  Company,  the  Administrative  Agent  and  one  or  more Incremental  Revolving  Lenders,  establishing Incremental Revolving Commitments and effecting such other amendments hereto  and to the other Loan Documents as are contemplated by Section 2.21.               “Incremental  Revolving  Commitment”  means,  with  respect  to  any  Lender,  the  commitment, if any, of such Lender, established pursuant to an Incremental Facility Agreement  and Section 2.21, to make Revolving Loans and to acquire participations in Letters of Credit and  Protective  Advances  hereunder,  expressed  as  an  amount  representing  the  maximum  aggregate  permitted  amount  of  such  Lender’s  Revolving  Exposure  under  such  Incremental  Facility  Agreement.               “Incremental Revolving Lender” means a Lender with an Incremental Revolving  Commitment.               “Indebtedness”  of  any  Person  means,  without  duplication,  (a) all  obligations  of  such  Person  for  borrowed  money  or  with  respect  to  deposits  or  advances  of  any  kind,  (b) all  obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all  obligations of such Person under conditional sale or other title retention agreements relating to  property  acquired  by  such  Person  (excluding  trade  accounts  payable  incurred  in  the  ordinary  course of business), (d) all obligations of such Person in respect of the deferred purchase price of  property or services  (excluding (i) current  accounts payable incurred in the ordinary course of  business, (ii) deferred compensation payable to directors, officers or employees of Murphy USA,  the Company or any other Subsidiary and (iii) any purchase price adjustment or earnout incurred  in connection with an acquisition, except to the extent that the amount payable pursuant to such  purchase  price  adjustment  or  earnout  is,  or  becomes,  reasonably  determinable),  (e) all  Capital  Lease Obligations of such Person and all Attributable Indebtedness of such Person in respect of  any Sale/Leaseback Transaction, (f) the maximum aggregate amount of all letters of credit and  letters  of  guaranty  in  respect  of  which  such  Person  is  an  account  party,  (g)  all  obligations,  contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) all Disqualified  Equity Interests in such Person, valued, as of the date of determination, at the greater of (i) the  maximum  aggregate  amount  that  would  be  payable  upon  maturity,  redemption,  repayment  or  repurchase  thereof  (or  of  Disqualified  Equity  Interests  or  Indebtedness  into  which  such  Disqualified Equity Interests are convertible or exchangeable) and (ii) the maximum liquidation  preference of such Disqualified Equity Interests, (i) all Indebtedness of others secured by (or for  which  the  holder  of  such  Indebtedness  has  an  existing  right,  contingent  or  otherwise,  to  be  secured by)  any  Lien  on  property  owned  or  acquired  by  such  Person,  whether  or  not  the  Indebtedness secured thereby has been assumed by such Person, and (j) all Guarantees by such  Person of Indebtedness of others.  The Indebtedness of any Person shall include the Indebtedness  of any other Person (including any partnership in which such Person is a general partner) to the  extent such Person is liable therefor as a result of such Person’s ownership interest in or other                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            35    relationship with such other Person, except to the extent the terms of such Indebtedness provide  that such Person is not liable therefor.               “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or  with respect to any payment made by or on account of any obligation of any Loan Party under  any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.               “Indemnitee” has the meaning set forth in Section 9.03(b).               “Interest Election Request” means a request by a Borrower, or by the Borrower  Agent  on  its  behalf,  to  convert  or  continue  a  Revolving  Borrowing  or  Term  Borrowing  in  accordance  with  Section 2.07,  which  shall  be in  the  form  of  Exhibit F  or  any  other  form  approved by the Administrative Agent.               “Interest Payment Date” means (a) with respect to any ABR Loan (other than a  Protective  Advance),  the  first  Business  Day  following  the  last  day  of  each  March,  June,  September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest  Period  applicable  to  the  Borrowing  of  which  such  Loan  is  a part  and,  in  the  case  of  a  Eurocurrency Borrowing with an Interest Period of more than three months’ duration, such day  or days prior to the last day of such Interest Period as shall occur at intervals of three months’  duration  after  the  first  day  of  such Interest  Period,  and  (c) with  respect  to  any  Protective  Advance, the day that such Loan is required to be repaid.               “Interest Period” means, with respect to any Eurocurrency Borrowing, the period  commencing on the date of such Borrowing and ending on the numerically corresponding day in  the calendar month that is one, two, three or six months thereafter, as the applicable Borrower, or  the Borrower Agent on its behalf, may elect; provided that (a) if any Interest Period would end  on a day other than a Business Day, such Interest Period shall be extended to the next succeeding  Business Day unless such next succeeding Business Day would fall in the next calendar month,  in which case such Interest Period shall end on the next preceding Business Day, and (b) any  Interest Period that commences on the last Business Day of a calendar month (or on a day for  which  there  is  no  numerically  corresponding  day  in  the  last  calendar  month  of  such  Interest  Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For  purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is  made and thereafter shall be the effective date of the most recent conversion or continuation of  such Borrowing.               “Interpolated Screen Rate” means, with respect to any period, a rate per annum  that results from interpolating on a linear basis between (a) the applicable LIBO Screen Rate for  the longest maturity for which a LIBO Screen Rate is available that is shorter than such period  and (b) the applicable LIBO Screen Rate for the shortest maturity for which a LIBO Screen Rate  is available that is longer than such period, in each case, as of the time the Interpolated Screen  Rate is required to be determined in accordance with the other provisions hereof.               “Inventory” has the meaning assigned to such term in the Collateral Agreement.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            36                “Investment”  means,  with  respect  to  a  specified  Person,  any  Equity  Interests,  evidences  of  Indebtedness  or  other  securities  (including  any  option,  warrant  or  other  right  to  acquire  any  of  the  foregoing)  of,  or  any  capital  contribution  or  loans  or  advances  (other  than  advances made in the ordinary course of business that would be recorded as accounts receivable  on the balance sheet of the specified Person prepared in accordance with GAAP) to, Guarantees  of any Indebtedness or other obligations of, or any other investment (including any investment in  the  form  of  transfer  of  property  for  consideration  that  is  less  than  the  fair  value  thereof  (as  determined reasonably and in good faith by the chief financial officer of Murphy USA)) in, any  other  Person  that  are  held  or  made  by  the  specified  Person.   The  amount,  as  of  any  date  of  determination, of (a) any Investment in the form of a loan or an advance shall be the principal  amount thereof outstanding on such date, without any adjustment for write-downs or write-offs  (including as a result of forgiveness of any portion thereof) with respect to such loan or advance  after  the  date  thereof,  (b)  any  Investment  in  the  form  of a  Guarantee  shall  be  determined  in  accordance  with  the  definition  of  the  term  “Guarantee”,  (c)  any  Investment  in  the  form  of  a  purchase  or  other  acquisition  for  value  of  any  Equity  Interests,  evidences  of  Indebtedness  or  other securities of any Person shall be the fair value (as determined reasonably and in good faith  by  the  chief  financial  officer  of  Murphy  USA)  of  the  consideration  therefor  (including  any  Indebtedness  assumed  in  connection  therewith),  plus  the  fair  value  (as  so  determined)  of  all  additions, as of such date of determination, thereto, and minus the amount, as of such date of  determination, of any portion of such Investment repaid to the investor in cash as a repayment of  principal or a return of capital, as the case may be, but without any other adjustment for increases  or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment  after the time of such Investment, (d) any Investment (other than any Investment referred to in  clause (a), (b) or (c) above) in the form of a transfer of Equity Interests or other property by the  investor to the investee, including any such transfer in the form of a capital contribution, shall be  the  fair  value  (as  determined  reasonably  and  in  good  faith  by  the  chief  financial  officer  of  Murphy USA) of such Equity Interests or other property as of the time of such transfer (less, in  the case of any investment in the form of transfer of property for consideration that is less than  the fair value thereof, the fair value (as so determined) of such consideration as of the time of the  transfer), minus the amount, as of such date of determination, of any portion of such Investment  repaid to the investor in cash as a return of capital, but without any other adjustment for increases  or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment  after the time of such transfer, and (e) any Investment (other than any Investment referred to in  clause (a), (b), (c) or (d) above) in any Person resulting from the issuance by such Person of its  Equity Interests to the investor shall be the fair value (as determined reasonably and in good faith  by the chief financial officer of Murphy USA) of such Equity Interests at the time of the issuance  thereof.               “Investment Grade Account Debtor” means, at any time, an Account Debtor that  at  such  time  has  a  corporate  credit  rating  of  BBB- or  higher  by  S&P  or  Baa3  or  higher  by  Moody’s.               “IRS” means the United States Internal Revenue Service.                “Issuing  Bank”  means  (a)  JPMorgan  Chase  Bank,  N.A.,  (b) Regions  Bank,  (c)  solely  in  respect  of  any  Existing  Letter  of  Credit,  the  Person  that  is  the  issuer  thereof  and  (d) each  Revolving  Lender  that  shall  have  become  an  Issuing  Bank  hereunder  as  provided  in                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            37    Section 2.05(j) (other than any Person that shall have ceased to be an Issuing Bank as provided in  Section 2.05(k)), each in its capacity as an issuer of Letters of Credit hereunder.  Each Issuing  Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of  such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with  respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall,  or shall cause such Affiliate to,  comply with  the requirements  of Section 2.05 with  respect  to  such Letters of Credit).                “Judgment Currency” has the meaning set forth in Section 9.18(b).               “LC  Commitment”  means,  with  respect  to  any  Issuing  Bank,  the  maximum  permitted amount of the LC Exposure that may be attributable to Letters of Credit issued by such  Issuing  Bank.   The  initial  amount  of  each  Issuing  Bank’s  LC  Commitment  is  set  forth  on  Schedule 2.05 or, in  the case of any  Issuing  Bank that becomes an “Issuing Bank” hereunder  pursuant to Section 2.05(j), in the applicable written agreement referred to in such Section, or, in  each case, such other maximum permitted amount with respect to any Issuing Bank as may have  been  agreed  in  writing  (and  notified  in  writing  to  the  Administrative  Agent)  by  such  Issuing  Bank and the Company.               “LC  Disbursement”  means  a  payment  made  by  an  Issuing  Bank  pursuant  to  a  Letter of Credit.               “LC Exposure” means,  at  any time, the sum  of (a) the aggregate  amount of all  Letters of Credit remaining available for drawing at such time and (b) the aggregate amount of  all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such  time.  The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total  LC Exposure at such time, adjusted to give effect to any reallocation under Section 2.20 of the  LC Exposures of Defaulting Lenders in effect at such time.               “Lender  Parent”  means,  with  respect  to  any  Lender,  any  Person  in  respect  of  which such Lender is a subsidiary.               “Lender Presentation” means the Lender Presentation dated August 2019, relating  to the credit facilities provided for herein.               “Lenders” means the Persons listed on Schedule 2.01 and any other Person that  shall have become  a party hereto  pursuant  to  an Assignment and Assumption, an  Incremental  Facility Agreement or a Refinancing Facility Agreement, other than any such Person that shall  have ceased to be a party hereto pursuant to an Assignment and Assumption.  Unless the context  otherwise  requires,  the  term  “Lenders”  includes  the  Administrative  Agent  in  its  capacity  as  lender of Protective Advances.               “Letter  of  Credit”  means  any  letter  of  credit  issued  pursuant  to  this  Agreement  and any Existing Letter of Credit, other than any such letter of credit that shall have ceased to be  a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            38                “LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest  Period,  the  LIBO  Screen  Rate  at  approximately  11:00  a.m.,  London  time,  two  Business  Days  prior to the commencement of such Interest Period; provided that (a) if no LIBO Screen Rate  shall be available at such time for such Interest Period but LIBO Screen Rates shall be available  for maturities both longer and shorter than such Interest Period, then the “LIBO Rate” for such  Interest  Period  shall  be  Interpolated  Screen  Rate  at  such  time  and  (b)  if  the  LIBO  Rate,  determined as set forth above, shall be less than zero, such rate shall be deemed to be zero.               “LIBO  Screen  Rate”  means,  for  any  date  and  time,  with  respect  to  any  Eurocurrency  Borrowing  for  any  Interest  Period,  or  with  respect  to  any  determination  of  the  Alternate Base Rate pursuant to clause (c) of the definition thereof, the London interbank offered  rate as administered by the ICE Benchmark Administration (or any other Person that takes over  the  administration  of  such  rate)  for  deposits  in  dollars  (for  delivery  on  the  first  day  of  such  Interest Period) for a period equal in length to such Interest Period as displayed on the Reuters  screen page that displays such rate (currently page LIBOR01 or LIBOR02) or, in the event such  rate  does  not  appear  on  a  page  of  the  Reuters  screen,  on  the  appropriate  page  of  such  other  information  service  that  publishes such  rate  from  time  to  time  as shall  be selected  by  the  Administrative Agent from time to time in its reasonable discretion.               “Lien”  means,  with  respect  to  any  asset,  (a) any  mortgage,  deed  of  trust,  lien,  pledge,  hypothecation,  charge,  security  interest  or  other  encumbrance  on,  in  or  of  such  asset,  (b) the  interest  of  a  vendor  or  a  lessor  under  any  conditional  sale  agreement,  capital  lease,  synthetic lease or title retention agreement (or any financing lease having substantially the same  economic effect as any of the foregoing) relating to such asset and (c) in the case of securities,  any purchase option, call or similar right of a third party with respect to such securities.               “Loan  Document  Obligations”  has  the  meaning  set  forth  in  the  Collateral  Agreement.               “Loan Documents” means this Agreement, the Incremental Facility Agreements,  the  Extension  Agreements,  the  Refinancing  Facility  Agreements,  each  Borrowing  Subsidiary  Joinder  Agreement,  each  Borrowing  Subsidiary  Termination  Agreement,  the  Collateral  Agreement,  the  other  Security  Documents  and,  except  for  purposes  of  Section 9.02,  any  agreements  between  any  Borrower  and  any  Issuing  Bank  regarding such  Issuing  Bank’s  LC  Commitment or the respective rights and obligations between such Borrower and such Issuing  Bank  in  connection  with  the  issuance  of  Letters  of  Credit,  any  agreement  designating  an  additional  Issuing  Bank  as contemplated  by  Section  2.05(j), any  promissory  notes  delivered  pursuant  to  Section 2.09(c) and  any  other  document  executed  by  a  Loan  Party  and  the  Administrative  Agent  that  contains  a  provision  stating  that  it  is  a  Loan  Document  as  herein  defined.               “Loan  Parties”  means  Murphy  USA, the  Company,  the  Borrowing  Subsidiaries  and each other Subsidiary Loan Party.               “Loans” means the loans (including Protective Advances) made by the Lenders to  the Borrowers pursuant to this Agreement.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            39                “Long-Term  Indebtedness”  means  any  Indebtedness  that,  in accordance  with  GAAP, constitutes (or, when incurred, constituted) a long-term liability.               “Majority in Interest”, when used in reference to Lenders of any Class and subject  to Section 2.20, means, at any time, (a) in the case of the Revolving Lenders, Lenders having  Revolving Exposures and unused Revolving Commitments representing more than 50% of the  sum of the Aggregate Revolving Exposure and the unused Aggregate Revolving Commitment at  such  time  and  (b)  in  the  case  of  the  Term  Lenders  of  any  Class,  Lenders  holding Term  Commitments  and outstanding  Term  Loans  of  such  Class  representing  more  than  50%  of  all  Term Commitments and outstanding Term Loans of such Class at such time.               “Material Acquisition” means any acquisition, or a series of related acquisitions,  of (a) Equity Interests in any Person if, after giving effect thereto, such Person will become a  Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all  the assets constituting a business unit, division, product line or line of business of) any Person;  provided that  the  aggregate  consideration  therefor  (including  Indebtedness  assumed  in  connection therewith, all obligations in respect of deferred purchase price (including obligations  under any purchase price adjustment but excluding earnout or similar payments) and all other  consideration  payable  in  connection  therewith  (including  payment  obligations  in  respect  of  noncompetition  agreements  or  other  arrangements  representing  acquisition  consideration))  exceeds $25,000,000.               “Material  Adverse  Effect”  means  an  event  or  condition  that  has  had,  or  could  reasonably be expected to have, in a material adverse effect on (a) the business, assets, liabilities,  operations  or  condition  (financial  or  otherwise)  of  Murphy  USA,  the  Company  and  the  other  Subsidiaries,  taken  as  a  whole,  (b) the  ability  of  the  Loan  Parties  to  perform  their  obligations  under  the  Loan  Documents  or  (c) the  rights  of  or  benefits  available  to  the  Lenders  under  the  Loan  Documents.  For  the  avoidance  of doubt,  the  occurrence  of  any  event  or  condition  that  results  in  the  Spin-Off  being  taxable  to  Murphy  Oil,  except  if  neither  Murphy  USA  nor  the  Company shall be required to indemnify Murphy Oil pursuant to the Tax Matters Agreement for  any tax liability resulting from such event or condition, shall be a Material Adverse Effect.               “Material Disposition” means any sale, transfer or other disposition, or a series of  related  sales,  transfers  or  other  dispositions,  of  (a)  all  or  substantially  all  the  issued  and  outstanding Equity Interests in any Person that are owned by Murphy USA, the Company or any  other  Subsidiary  or  (b)  assets  comprising  all  or  substantially  all  the  assets  of  (or  all  or  substantially all the assets constituting a business unit, division, product line or line of business  of)  any  Person; provided that  the  aggregate  consideration  therefor  (including  Indebtedness  assumed by the transferee in connection therewith, all obligations in respect of deferred purchase  price  (including  obligations  under  any purchase  price  adjustment  but  excluding  earnout  or  similar  payments)  and  all  other  consideration  payable  in  connection  therewith  (including  payment obligations in respect of noncompetition agreements or other arrangements representing  acquisition consideration)) exceeds $25,000,000.               “Material  Indebtedness”  means  Indebtedness  (other  than  the  Loans,  Letters  of  Credit  and  Guarantees  under  the  Loan  Documents),  or  obligations  in  respect  of  one  or  more  Hedging  Agreements,  of  any  one  or  more  of  Murphy  USA,  the  Company  and  the  other                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            40    Subsidiaries  in  an  aggregate  principal  amount  of  $25,000,000  or  more.   For  purposes  of  determining Material Indebtedness, the “principal amount” of the obligations of Murphy USA,  the Company or any other Subsidiary in respect of any Hedging Agreement at any time shall be  the maximum aggregate amount (giving effect to any netting agreements) that Murphy USA, the  Company or such other Subsidiary would be required to pay if such Hedging Agreement were  terminated at such time.               “Maturity Date” means, as the context requires, the Revolving Maturity Date, the  Tranche  A  Term  Maturity  Date  or  the  maturity  date  set  forth  in  the  applicable  Extension  Agreement  or  Refinancing  Facility  Agreement  for  any  Class  of  Loans  established  pursuant  to  Section 2.22 or 2.23.               “Maximum Rate” has the meaning set forth in Section 9.13.               “MNPI” means material information concerning Murphy USA, the Company, any  other  Subsidiary  or  any  Affiliate  of  any  of  the  foregoing  or  their  securities  that  has  not  been  disseminated  in  a manner  making  it  available  to  investors  generally,  within  the  meaning  of  Regulation FD under the Securities Act and the Exchange Act.  For purposes of this definition,  “material  information”  means  information  concerning  Murphy  USA,  the  Company,  the  other  Subsidiaries  or  any  Affiliate  of  any  of  the  foregoing,  or  any  of  their  securities,  that  could  reasonably  be  expected  to  be  material  for  purposes  of  the  United  States  federal  and  state  securities laws and, where applicable, foreign securities laws.               “Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating  agency business.               “Multiemployer  Plan”  means  a  multiemployer  plan  as  defined  in  Section 4001(a)(3) of ERISA.               “Murphy  Family”  means  (a)  (i)  the  estate  and  descendants  of  the  late  C.H.  Murphy,  Jr.,  (ii)  the  siblings  of  the  late  C.H.  Murphy,  Jr.  and  their  respective  estates  and  descendants, (iii) the respective Immediate Family of, Immediate Family of descendants of and  descendants of Immediate Family of, any individual included in clause (a)(i) or (a)(ii), (iv) 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 acting in such capacity, and (v) any corporation, limited partnership,  limited liability company or other entity Controlled by any of the foregoing, including the C.H.  Murphy  Family  Investments  Limited  Partnership  to  the  extent  so  Controlled;  and  (b)  any  successor (other than by assignment or transfer) of any of the foregoing set forth in clause (a)(i),  (a)(ii), (a)(iii) or (a)(iv).               “Murphy Oil” means Murphy Oil Corporation, a Delaware corporation.               “Murphy USA” means Murphy USA Inc., a Delaware corporation.               “Net Orderly Liquidation Value” means, with respect to Inventory of any Person,  the orderly liquidation value thereof as determined in a manner acceptable to the Administrative                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            41    Agent  by  an  appraiser  acceptable  to  the  Administrative  Agent,  net  of  all  costs  of  liquidation  thereof.               “Net Proceeds” means,  with respect to  any event, (a) the cash (which term, for  purposes of this definition, shall include cash equivalents) proceeds (including, in the case of any  casualty,  condemnation  or  similar  proceeding,  insurance,  condemnation  or  similar  proceeds)  received  in  respect  of  such  event,  including  any  cash  received  in  respect  of  any  noncash  proceeds,  but  only  as  and  when  received,  net  of  (b)  the  sum,  without  duplication,  of  (i)  all  reasonable fees and out-of-pocket expenses paid in connection with such event by Murphy USA  and the Subsidiaries to Persons that are not Affiliates of Murphy USA or any Subsidiary, (ii) in  the  case  of  a  sale,  transfer,  lease  or  other  disposition  (including  pursuant  to  a  Sale/Leaseback  Transaction or a casualty or a condemnation or similar proceeding) of an asset, the amount of all  payments required to be made by Murphy USA and the Subsidiaries as a result of such event to  repay  Indebtedness  secured by such asset  (other than any  Loans  and any Permitted Non-ABL  Indebtedness) and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by  Murphy USA and the Subsidiaries, and the amount of any reserves established by Murphy USA  and  the  Subsidiaries  in  accordance  with  GAAP  to  fund purchase  price  adjustment,  indemnification and similar contingent liabilities (other than any earnout obligations) reasonably  estimated  to  be  payable,  in  each  case  during  the  year  that  such  event  occurred  or  the  next  succeeding year and that are directly attributable to the occurrence of such event (as determined  reasonably and in good faith by the chief financial officer of Murphy USA).  For purposes of this  definition, in the event any contingent liability reserve established with respect to any event as  described in clause (b)(iii) above shall be reduced, the amount of such reduction shall, except to  the extent such reduction is made as a result of a payment having been made in respect of the  contingent liabilities with respect to which such reserve has been established, be deemed to be  receipt, on the date of such reduction, of cash proceeds in respect of such event.               “Non-ABL  Assets  Proceeds”  means,  with  respect  to  any  Prepayment  Event  described in clause (a) or (b) of the definition of such term, the Net Proceeds received by or on  behalf  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  in  respect  of  such  Prepayment  Event,  but  only  to  the  extent  such  Net  Proceeds  do  not  constitute  ABL  Priority  Collateral  Proceeds (as determined reasonably and in good faith by the chief financial officer of Murphy  USA).               “Non-ABL Priority Collateral” means all of the  following  assets  that  constitute  Collateral, whether now owned or hereafter acquired and wherever located: (a) all Equipment, all  real property and interests therein (including both fee and leasehold interests) and all Fixtures;  (b) all Intellectual Property (other than any computer programs and any support and information  relating thereto that constitute Inventory); (c) all Equity Interests and other Investment Property  (other than Investment Property constituting ABL Priority Collateral under clause (d) or (f) of  the definition of such term); (d) all Commercial Tort Claims; (e) all insurance policies relating to  Non-ABL  Priority Collateral,  but,  for  the  avoidance  of  doubt,  excluding  business  interruption  insurance and credit insurance with respect to any Accounts; (f) except to the extent constituting  ABL  Priority  Collateral  under  clause  (f)  of  the  definition  of  such  term,  all  Documents,  all  General Intangibles, all Instruments and all Letter of Credit Rights; (g) all other Collateral not  constituting ABL Priority Collateral; (h) all collateral and guarantees given by any other Person  with respect to any of the foregoing, and all Supporting Obligations (including Letter-of-Credit                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            42    Rights) with respect to any of the foregoing; (i) all books and Records to the extent relating to  any of the foregoing; and (j) all products and Proceeds of the foregoing.  Notwithstanding the  foregoing,  the  term  “Non-ABL  Priority Collateral”  shall  not  include  any  assets  referred  to  in  clauses (a) through (e) of the definition of the term “ABL Priority Collateral”.  Capitalized terms  used  in  this  definition  but  not  defined  herein  have  the  meanings  assigned  to  them  in  the  Collateral Agreement.               “Non-Defaulting Revolving Lender” means,  at any time, any Revolving Lender  that is not a Defaulting Lender at such time.               “NYFRB” means the Federal Reserve Bank of New York.               “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective  Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for  any day that is not a Business Day, on the immediately preceding Business Day); provided that if  none of such rates are published for any day that is a Business Day, the term “NYFRB Rate”  means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such  day received by the Administrative Agent  from a federal  funds broker  of recognized standing  selected by it; provided, further, that if any of the aforesaid rates as so determined shall be less  than zero, such rate shall be deemed to be zero.               “OFAC”  means  the  Office  of  Foreign  Assets  Control  of  the United  States  Department of the Treasury.               “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed  as  a  result  of  a  present  or  former  connection  between  such  Recipient  and  the  jurisdiction  imposing  such  Taxes  (other  than  connections  arising  from  such  Recipient  having  executed,  delivered, become a party to, performed its obligations under, received payments under, received  or perfected a security interest under, engaged in any other transaction pursuant to or enforced  any Loan Document, or sold or assigned an interest in any Loan or Loan Document).               “Other  Taxes”  means  all  present  or  future  stamp,  court  or  documentary,  intangible, recording, filing or similar Taxes that arise from any payment made under, from the  execution, delivery, performance, enforcement or registration of, from the receipt or perfection  of a security interest under, or otherwise with respect to, any Loan Document, except any such  Taxes  that are  Other Connection Taxes  imposed with  respect  to  an assignment (other than  an  assignment made pursuant to Section 2.19(b)).               “Overnight Bank Funding Rate” means, for any day, the rate comprised of both  overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices  of depository institutions, as such composite rate shall be determined by the NYFRB as set forth  on its public website from time to time, and published on the next succeeding Business Day by  the NYFRB as an overnight bank funding rate.               “Participant Register” has the meaning set forth in Section 9.04(c)(ii).               “Participants” has the meaning set forth in Section 9.04(c)(i).                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            43                “Payment  Intangibles”  has  the  meaning  assigned  to  such  term  in  the  Collateral  Agreement.               “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined  in ERISA.               “Perfection Certificate” means a certificate in the form of Exhibit G or any other  form approved by the Administrative Agent.               “Permitted Acquisition” means the purchase or other acquisition by Murphy USA  or  any  Subsidiary  in  a  transaction  or  series  of  transactions  of  Equity  Interests  in,  or  all  or  substantially all the assets of (or all or substantially all the assets  constituting a business unit,  division, product line or line of business of), any Person if (a) in the case of any purchase or  other acquisition of Equity Interests in a Person, such Person (including each subsidiary of such  Person) is organized under the laws of the United States of America, any State thereof or the  District of Columbia and, upon the consummation of such acquisition, will be a wholly owned  Subsidiary  that  is  a  Domestic  Subsidiary (or,  in  the  case  of  any  such  purchase  or  other  acquisition  structured  as  a  tender  offer  followed  by  a  merger,  such  Person  (including  each  subsidiary of such Person) will become a wholly owned Subsidiary that is a Domestic Subsidiary  reasonably promptly thereafter upon the consummation of the second-step merger), in each case  including as a result of a merger or consolidation between any Subsidiary and such Person, or (b)  in the case of any purchase or other acquisition of other assets, such assets will be owned by the  Company  or  a  Subsidiary  Loan  Party; provided that  (i)  such  purchase  or  acquisition  was  not  preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated  by  or  on  behalf  of  Murphy  USA,  the  Company  or  any  other  Subsidiary,  (ii) all  transactions  related  thereto  are  consummated  in  accordance  with  applicable  law,  (iii)  the  business  of  such  Person, or such assets, as the case may be, constitute a business permitted under Section 6.03(b),  (iv) with respect to each such purchase or other acquisition, all actions required to be taken with  respect to each newly created or acquired Subsidiary or assets in order to satisfy the requirements  set forth in the definition of the term “Collateral and Guarantee Requirement” shall have been  taken (or arrangements for the taking of such actions satisfactory to the Administrative Agent  shall  have  been  made),  (v)  at  the  time  of  and  immediately  after  giving  effect  to  any  such  purchase or other acquisition, no Default shall have occurred and be continuing, (vi) after giving  effect to such purchase or other acquisition, and any related incurrence of Indebtedness, on a pro  forma basis in accordance with Section 1.04(b), (A) Availability shall exceed the greater of (1)  25%  of  the  lesser  of  the  Aggregate  Revolving  Commitment  and  the  Borrowing  Base  and  (2) $100,000,000, (B) unless Availability shall exceed the greater of (1) 40% of the lesser of the  Aggregate Revolving Commitment and the Borrowing Base and (2) $100,000,000, Murphy USA  and the Company shall be in compliance with the covenant set forth in Section 6.11 (determined  as if a Covenant Period were then applicable) and (C) Murphy USA and the Company shall be in  compliance with, at any time during a Covenant Period, Section 6.11 and, at any time when a  Term Loan shall be outstanding, Section 6.12, in each case under clauses (B) and (C), calculated  as of the end of or for the period of four consecutive fiscal quarters of Murphy USA then most  recently ended for which the financial statements have been delivered pursuant to Section 5.01(a)  or 5.01(b) (or prior to the first such delivery, as of or for such period ended on the last fiscal  quarter included in the financial statements referred to in Section 3.04(a)) and (vii) Murphy USA  and the Company shall have delivered to the Administrative Agent a certificate of a Financial                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            44    Officer of Murphy USA or the Company, in form and substance reasonably satisfactory to the  Administrative Agent, certifying that all the requirements set forth in this definition have been  satisfied  with  respect  to  such  purchase  or  other  acquisition,  together  with  reasonably  detailed  calculations demonstrating satisfaction of the requirement set forth in clause (vi) above.               “Permitted  Additional  Unsecured  Indebtedness”  means  any  Indebtedness  of  the  Company or any other Loan Party permitted under Section 6.01(l).               “Permitted  Additional  Unsecured  Indebtedness  Documents”  means  any  credit  agreement, indenture or other agreement, instrument or other document evidencing or governing  any Permitted Additional Unsecured Indebtedness or providing for any Guarantee or other right  in respect thereof.               “Permitted Discretion” means a determination made by the Administrative Agent  in  good faith and in  the exercise of reasonable (from  the perspective of a secured asset-based  lender) business judgment in accordance with the Administrative Agent’s credit policies.               “Permitted Encumbrances” means:               (a)  Liens imposed by law for Taxes that are not yet due or are being contested in        compliance with Sections 3.09 and 5.06;               (b)  carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other        like Liens imposed by law (other than any Lien imposed pursuant to Section 430(k) of        the Code or Section 303(k) of ERISA or a violation of Section 436 of the Code), arising        in the ordinary course of business and securing obligations that are not overdue by more        than 30 days or are being contested in compliance with Section 5.06;               (c)  pledges  and  deposits  made  (i)  in  the  ordinary  course  of  business  in        compliance  with  workers’  compensation,  unemployment  insurance  and  other  social        security laws and (ii) in respect of letters of credit, bank guarantees or similar instruments        issued  for  the  account  of  Murphy  USA  or  any  Subsidiary  in  the  ordinary  course  of        business supporting obligations of the type set forth in clause (i) above;               (d)  pledges and  deposits  made  (i)  to  secure  the  performance  of  bids,  trade        contracts  (other  than  for  payment  of  Indebtedness),  leases  (other  than Capital  Lease        Obligations),  statutory  obligations,  surety  and  appeal  bonds,  performance  bonds  and        other obligations of a like nature, in each case in the ordinary course of business and (ii)        in  respect  of  letters  of  credit,  bank  guarantees  or  similar  instruments  issued  for  the        account of Murphy USA or any Subsidiary in the ordinary course of business supporting        obligations of the type set forth in clause (i) above;               (e)  judgment  liens  in  respect  of  judgments  that  do  not  constitute  an  Event  of        Default under clause (l) of Article VII;                (f)  easements,  zoning  restrictions,  rights-of-way  and  similar  encumbrances  on        real  property imposed by  law or  arising in  the  ordinary course of business  that do not                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            45          secure  any  monetary  obligations  and  do  not  materially  detract  from  the  value  of  the        affected property or interfere with the ordinary conduct of business of Murphy USA or        any Subsidiary;               (g)  banker’s  liens,  rights  of  setoff  or  similar  rights  and  remedies  as  to  deposit        accounts or other  funds maintained with  depository institutions  and securities accounts        and other financial assets maintained with a securities intermediary; provided that such        deposit  accounts  or  funds  and  securities  accounts  or  other  financial  assets  are  not        established or deposited for the purpose of providing collateral for any Indebtedness and        are not subject to restrictions on access by Murphy USA or any Subsidiary in excess of        those required by applicable banking regulations;                (h)  Liens  arising  by  virtue  of  Uniform  Commercial  Code  financing  statement        filings (or similar filings under applicable law) regarding operating leases entered into by        Murphy USA and the Subsidiaries in the ordinary course of business;               (i)  Liens representing any interest or title of a licensor, lessor or sublicensor or        sublessor, or a licensee, lessee or sublicensee or sublessee, in the property subject to any        lease  (other  than Capital  Lease  Obligations),  license  or  sublicense  or  concession        agreement permitted by this Agreement;               (j)  Liens in favor of customs and revenue authorities arising as a matter of law to        secure payment of customs duties in connection with the importation of goods; and               (k)  Liens that are contractual rights of set-off;   provided that  the  term  “Permitted  Encumbrances”  shall  not  include  any  Lien  securing  Indebtedness, other  than  Liens  referred  to  clauses  (c)  and  (d)  above  securing  letters  of  credit,  bank guarantees or similar instruments.               “Permitted  Intercreditor  Agreement”  means  an intercreditor  agreement,  in  form  and  substance  reasonably  satisfactory  to  the  Administrative  Agent  and  the  Company,  that  contains terms and conditions that are within the range of terms and conditions customary for  intercreditor  agreements  that  are  of  the  type  that  govern  intercreditor  relationships  between  holders of asset-based senior secured credit facilities, on the one hand, and holders of the same  type of Indebtedness as the applicable Permitted Non-ABL Indebtedness, on the other.               “Permitted Investments” means:               (a)  direct obligations of, or obligations the principal of and interest on which are        unconditionally guaranteed by, the United States of America (or any agency thereof to        the extent such obligations are backed by the full faith and credit of the United States of        America), in each case maturing within one year from the date of acquisition thereof;               (b)  investments in commercial paper maturing within 270 days from the date of        acquisition thereof and having, at the date of acquisition thereof, the highest credit rating        obtainable from S&P or Moody’s;                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            46                (c)  investments  in  certificates  of  deposit,  banker’s  acceptances  and  demand  or        time deposits, in each case maturing within 180 days from the date of acquisition thereof,        issued  or  guaranteed  by  or  placed  with,  and  money  market  deposit  accounts  issued  or        offered by, any domestic office of any commercial bank organized under the laws of the        United States of America or any State thereof that has a combined capital and surplus and        undivided profits of not less than (i) is at least “adequately capitalized” (as defined in the        regulations  of  its  primary  Federal  banking  regulator)  and  (ii)  has  Tier  1  capital  (as        defined in such regulations) of not less than $1,000,000,000;               (d)  fully  collateralized repurchase agreements  with  a term  of not  more than  30        days  for  securities  described  in  clause (a)  above  and  entered  into  with  a  financial        institution satisfying the criteria described in clause (c) above;               (e)  money  market  funds  that  (i) comply  with  the  criteria  set  forth  in  Rule 2a-7        under  the  Investment  Company  Act  of  1940,  (ii) are  rated  AAA  by  S&P  and  Aaa  by        Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and               (f)  in  the case of any  Foreign Subsidiary, other short-term  investments  that are        analogous to the foregoing, are of comparable credit quality and are customarily used by        companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.               “Permitted Non-ABL Indebtedness” means any Indebtedness of the Company or  any other Loan Party permitted under Section 6.01(m).               “Permitted  Non-ABL  Indebtedness  Documents”  means  any  credit  agreement,  indenture  or  other  agreement,  instrument  or  other  document  evidencing  or  governing  any  Permitted  Non-ABL  Indebtedness  or  providing  for  any  Guarantee  or  other  right  in  respect  thereof.               “Person” means any natural person, corporation, limited liability company, trust,  joint venture, association, company, partnership, Governmental Authority or other entity.               “Plan” means any “employee pension benefit plan”, as defined in Section 3(2) of  ERISA (other than a Multiemployer Plan), that is subject to the provisions of Title IV of ERISA  or Section 412 of the Code or Section 302 of ERISA, and in respect of which Murphy USA or  any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of  ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.               “Prepayment Event” means:               (a)  any sale,  transfer,  lease  or  other  disposition  (including  pursuant  to  a        Sale/Leaseback  Transaction  or  by  way  of  merger  or  consolidation)  of  any  asset  of        Murphy USA, the Company or any other Subsidiary, including any sale or issuance to a        Person other than Murphy USA, the Company or any other Subsidiary of Equity Interests        in  any  Subsidiary,  other  than  (i)  dispositions  described  in  clauses  (a)  through  (f)  of        Section 6.05, (ii)  any  Sale/Leaseback  Transaction  consummated  in  reliance  on  clause                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            47          (c)(i) of Section 6.06 and (iii) other dispositions resulting in aggregate Net Proceeds not        exceeding $2,500,000 during any fiscal year of Murphy USA;                (b)  any  casualty  or  other  insured  damage  to,  or  any  taking  under  power  of        eminent domain or by condemnation or similar proceeding of, any asset of Murphy USA,        the Company or any other Subsidiary resulting in aggregate Net Proceeds of $2,500,000        or more during any fiscal year of Murphy USA; or               (c)  the incurrence by Murphy USA, the Company or any other Subsidiary of any        Indebtedness, other than any Indebtedness permitted to be incurred by Section 6.01.               “Prime Rate” means the rate of interest last quoted by The Wall Street Journal as  the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the  highest  per  annum  interest  rate  published  by  the  Federal  Reserve  Board  in  Federal  Reserve  Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such  rate  is  no  longer  quoted  therein,  any  similar  rate  quoted  therein  (as  determined  by  the  Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the  Administrative  Agent); provided that  if  such  rate  shall  be  less  than  zero,  such  rate  shall  be  deemed to be zero.  Each change in the Prime Rate shall be effective from and including the date  such change is publicly announced or quoted as being effective.               “Private  Side  Lender  Representatives”  means,  with  respect  to  any  Lender,  representatives of such Lender that are not Public Side Lender Representatives.               “Projections” has the meaning set forth in Section 3.04(d).               “Protective Advances” has the meaning set forth in Section 2.04(a).               “Protective  Advances  Exposure”  means,  at  any  time,  the  sum  of  the  principal  amounts  of  all  outstanding  Protective  Advances  at  such  time.   The  Protective  Advances  Exposure of any  Lender at  any time shall be its  Applicable Percentage  of the total  Protective  Advances Exposure at such time, adjusted to give effect to any reallocation under Section 2.20 of  the Protective Advances Exposure of Defaulting Lenders in effect at such time.               “PTE”  means  a  prohibited  transaction  class  exemption  issued  by  the  U.S.  Department of Labor, as any such exemption may be amended from time to time.               “Public  Side  Lender  Representatives”  means,  with  respect  to  any  Lender,  representatives of such Lender that do not wish to receive MNPI.               “QFC” has the meaning assigned to the term “qualified financial contract” in, and  shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).               “QFC Credit Support” has the meaning set forth in Section 9.22.               “Reaffirmation Agreement”  means a  reaffirmation  agreement in  form  and  substance reasonably satisfactory to the Administrative Agent.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            48                “Recipient” means the Administrative Agent, any Lender and any Issuing Bank,  or any combination thereof (as the context requires).               “Refinancing  Facility  Agreement”  means  a Refinancing  Facility  Agreement,  in  form and substance reasonably satisfactory to the Administrative Agent, among Murphy USA,  the  Company,  the  Administrative  Agent  and  one  or  more  Refinancing  Term  Lenders,  establishing Refinancing Term Loan Commitments and effecting such other amendments hereto  and to the other Loan Documents as are contemplated by Section 2.23.               “Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original  Indebtedness”), any Indebtedness that extends, renews or refinances such Original Indebtedness  (or any Refinancing Indebtedness in respect thereof); provided that (a) the principal amount of  such  Refinancing  Indebtedness  shall  not  exceed  the  principal  amount  of  such  Original  Indebtedness except by an amount no greater than accrued and unpaid interest with respect to  such  Original  Indebtedness  and  any  reasonable  fees,  premium  and  expenses  relating  to  such  extension, renewal or refinancing; (b) the stated final maturity of such Refinancing Indebtedness  shall not be earlier than that of such Original Indebtedness, and such stated final maturity shall  not be subject to any conditions that could result in such stated final maturity occurring on a date  that  precedes  the  stated  final  maturity  of  such  Original  Indebtedness;  (c)  such  Refinancing  Indebtedness  shall  not  be  required  to  be  repaid,  prepaid,  redeemed,  repurchased  or  defeased,  whether on one or more fixed dates, upon the occurrence of one or more events or at the option  of  any  holder  thereof  (except,  in  each  case,  upon  the  occurrence  of  an  event  of  default  or  a  change in control or as and to the extent such repayment, prepayment, redemption, repurchase or  defeasance would have been required pursuant to the terms of such Original Indebtedness) prior  to the earlier of (i) the maturity of such Original Indebtedness and (ii) the date 180 days after the  latest  Maturity  Date  in  effect  on  the  date  of  such  extension,  renewal  or refinancing, provided  that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of  such  Refinancing  Indebtedness  shall  be  permitted  so  long  as  the  weighted  average  life  to  maturity of such Refinancing Indebtedness shall be longer than the shorter of (x) the weighted  average life to maturity of such Original Indebtedness remaining as of the date of such extension,  renewal or refinancing and (y) the weighted average life to maturity of each Class of the Term  Loans remaining as of the date of such extension, renewal or refinancing; (d) such Refinancing  Indebtedness  shall  not  constitute  an  obligation  (including  pursuant  to  a  Guarantee)  of  any  Subsidiary that shall not have been (or, in the case of after-acquired Subsidiaries, shall not have  been required to become pursuant to the terms of the Original Indebtedness) an obligor in respect  of such Original Indebtedness, and shall not constitute an obligation of Murphy USA if Murphy  USA shall not have been an obligor in respect of such Original Indebtedness, and, in each case,  shall constitute an obligation of such Subsidiary or of Murphy USA only to the extent of their  obligations in respect of such Original Indebtedness; (e) if such Original Indebtedness shall have  been subordinated to the Loan Document Obligations, such Refinancing Indebtedness shall also  be subordinated to the Loan Document Obligations on terms not less favorable in any material  respect to the Lenders; and (f) except where the Original Indebtedness is Permitted Non-ABL  Indebtedness (it being understood that any Refinancing Indebtedness in respect of any Permitted  Non-ABL  Indebtedness  shall be subject  to  the  requirements  set  forth in clause  (B) of Section  6.01(m)),  such  Refinancing  Indebtedness  shall  not  be  secured  by  any  Lien  on  any  asset  other  than the assets that secured such Original Indebtedness (or would have been required to secure                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            49    such Original Indebtedness pursuant to the terms thereof) and, where the Original Indebtedness  is Permitted Non-ABL Indebtedness, to the extent such Refinancing Indebtedness is secured by  any  Lien  on  assets  constituting  ABL  Priority  Collateral,  such  Liens  shall,  pursuant  to  the  Permitted  Intercreditor  Agreement,  rank  junior  in  priority  to  the  Liens  on  the  ABL  Priority  Collateral securing the Secured Obligations.               “Refinancing Term Lender” has the meaning set forth in Section 2.23(a).               “Refinancing Term Loan” has the meaning set forth in Section 2.23(a).               “Refinancing  Term  Loan  Commitments”  has  the  meaning  set  forth  in  Section  2.23(a).               “Refined Products Inventory” means Inventory consisting of gasoline, diesel fuel,  ethanol  fuel  and  other  refined  fuel  products  satisfactory  to  the  Administrative  Agent  in  its  Permitted Discretion held for sale in the ordinary course of business by a Loan Party.               “Register” has the meaning set forth in Section 9.04(b)(iv).               “Related  Parties”  means,  with  respect  to  any  specified  Person,  such  Person’s  Affiliates  and  the  directors,  officers,  partners,  members,  trustees,  employees,  agents,  administrators,  managers,  representatives  and  advisors  of  such  Person  and  of  such  Person’s  Affiliates.               “Release”  means  any  release,  spill,  emission,  leaking,  dumping,  injection,  pouring,  deposit,  disposal,  discharge,  dispersal,  leaching  or  migration  into  or  through  the  environment or within or upon any building, structure, facility or fixture.               “Reports” means reports prepared by the Administrative Agent or another Person  showing  the  results  of  appraisals,  field  examinations  or  audits  pertaining  to  the  assets  of  any  Loan Party from information furnished by or on behalf of any Loan Party, which Reports (except  where  prepared  for  internal  purposes  of  the  Administrative  Agent)  shall  be  distributed  to  the  Lenders by the Administrative Agent.               “Required Lenders” means, subject to Section 2.20, at any time, Lenders having  Term Loans, Revolving Exposures and unused Commitments representing more than 50% of the  sum of the outstanding Term Loans, Aggregate Revolving Exposure and unused Commitments  of all Lenders at such time.               “Reserves” means any and all reserves which the Administrative Agent deems it  appropriate, in its Permitted Discretion, to maintain (including, without limitation, reserves for  excise tax collection and sales tax collection, transportation reserves, reserves for accrued and  unpaid  interest  on  the  Loan  Document  Obligations,  Banking  Services  Reserves,  volatility  reserves,  reserves  for  rent  at  locations  leased  by  any  Loan  Party  and  for  consignee’s,  warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves in respect of  Inventory, reserves for customs charges and shipping charges related to any Inventory in transit,  reserves for Secured Hedging Agreement Obligations, reserves for contingent liabilities of any                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            50    Loan  Party,  reserves  for  uninsured  losses  of  any  Loan  Party,  reserves  for  uninsured,  underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect  to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with  respect to the Collateral or any Loan Party.               “Restricted Payment” means any dividend or other distribution (whether in cash,  securities or other property) with respect to any Equity Interests in Murphy USA, the Company  or  any  other  Subsidiary,  or  any  payment  or  distribution  (whether  in  cash,  securities  or  other  property), including any sinking fund or similar deposit, on account of the purchase, redemption,  retirement, acquisition, exchange, conversion, cancelation or termination of, or any other return  of  capital  with respect  to,  any  Equity  Interests  in  Murphy  USA,  the  Company  or  any  other  Subsidiary.               “Resulting Revolving Borrowings” has the meaning set forth in Section 2.21(e).               “Retail Merchandise Inventory” means snacks, beverages, tobacco products and  non-food  merchandise  held  for  sale  in  the  ordinary  course  of  business  by  a  Loan  Party,  but  excluding lottery tickets.               “Reuters” means Thomson Reuters Corporation, a corporation incorporated under  and governed by the Business Corporations Act (Ontario), Canada, Refinitiv or, in each case, a  successor thereto.               “Revolving  Availability  Period”  means  the  period  from  and  including  the  Effective  Date  to  but  excluding  the  earlier  of  the  Revolving  Maturity  Date  and  the  date  of  termination of the Revolving Commitments.               “Revolving Commitment” means, with respect to each Lender, the commitment,  if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit  and  Protective  Advances  hereunder,  expressed  as  an  amount  representing  the  maximum  aggregate  permitted  amount  of  such  Lender’s  Revolving  Exposure  hereunder,  as  such  commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from  time to time pursuant to Section 2.21 and (c) reduced or increased from time to time pursuant to  assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s  Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or  the  Incremental  Facility  Agreement  pursuant  to  which  such  Lender shall  have  assumed  its  Revolving  Commitment,  as  applicable.   The  aggregate  amount  of  the  Lenders’  Revolving  Commitments as of the Effective Date is $325,000,000.               “Revolving Exposure” means, with respect to any Lender at any time, the sum of  the  outstanding  principal  amount  of  such  Lender’s  Revolving  Loans  and  such  Lender’s  LC  Exposure and Protective Advances Exposure at such time.               “Revolving Lender” means a Lender with a Revolving Commitment or Revolving  Exposure.               “Revolving Loan” means a Loan made pursuant to clause (a) of Section 2.01.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            51                “Revolving Maturity Date” means the fifth anniversary of the Effective Date (or,  if such date is not a Business Day, the first Business Day following such date); provided that on  May 16,  2023,  the Revolving Maturity  Date  shall  automatically  be  modified  to  be  such  date  unless, on such date, the aggregate principal amount of the 2023 Senior Notes then outstanding  (together with the aggregate principal amount of any Refinancing Indebtedness in respect thereof  that has final scheduled maturity prior to 91 days after the fifth anniversary of the Effective Date)  shall not be more than $25,000,000.               “S&P”  means  Standard  &  Poor’s  Ratings  Group,  a  division  of  McGraw-Hill  Financial, Inc., and any successor to its rating agency business.               “Sale/Leaseback Transaction” means an arrangement relating to property owned  by Murphy USA, the Company or any other Subsidiary whereby Murphy USA, the Company or  such  other  Subsidiary  sells  or  transfers  such  property  to  any  Person  and  Murphy  USA,  the  Company or any other Subsidiary leases such property, or other property that it intends to use for  substantially the same purpose or purposes as the property sold or transferred, from such Person  or its Affiliates.               “Sanctioned  Country”  means,  at  any  time,  a country,  region  or  territory  that  is  itself  the  subject  or  target  of  any  Sanctions (at  the  Effective  Date,  Crimea,  Cuba,  Iran,  North  Korea and Syria).               “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions- related list of designated Persons maintained by OFAC or the U.S. Department of State, (b) any  Person operating, organized or resident in a Sanctioned Country or (c) any Person 50% or more  owned or controlled by any Person or Persons described in clause (a) or (b).               “Sanctions”  means  all  economic  or  financial  sanctions  or  trade  embargoes  imposed, administered or enforced from time to time by the U.S. government, including those  administered by OFAC or the U.S. Department of State.               “SEC” means the United States Securities and Exchange Commission.               “Secured  Hedging  Agreement  Obligations”  means  any  and  all  obligations  of  Murphy  USA,  the  Company or  any other Subsidiary,  whether  absolute  or  contingent  and  howsoever  and  whensoever  created,  arising,  evidenced  or  acquired  (including  all  renewals,  extensions and modifications thereof and substitutions therefor), under (a) any and all Hedging  Agreements permitted hereunder with a Person that is the Administrative Agent or a Lender, or  an  Affiliate  of the  Administrative  Agent  or a  Lender,  at  the  time  it  enters  into  such  Hedging  Agreement  (or,  in  the  case  of  any  Hedging  Agreement  in  effect  on  the  Effective  Date,  is  the  Administrative Agent or a Lender, or an Affiliate of the Administrative Agent or a Lender, on  the  Effective  Date),  and  (b)  any  and  all  cancellations,  buy  backs,  reversals,  terminations  or  assignments  of  any  such  Hedging  Agreement  transaction; provided that  such  Hedging  Agreement is designated as a “Secured Hedging Agreement” in a writing from the Company and  the provider thereof to the Administrative Agent in form and detail reasonably acceptable to the  Administrative Agent.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            52                “Secured Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness  as of such date that is secured by a Lien on any asset or property of Murphy USA, the Company  or any other Subsidiary to (b) Consolidated EBITDA for the period of four consecutive fiscal  quarters of Murphy USA ended on or most recently prior to such date.  For the avoidance of  doubt, all Attributable Indebtedness in respect of Sale/Leaseback Transactions shall be included  in clause (a) above.               “Secured Obligations” has the meaning set forth in the Collateral Agreement.               “Secured Parties” has the meaning set forth in the Collateral Agreement.               “Securities Act” means the United States Securities Act of 1933.               “Security  Documents”  means  the  Collateral  Agreement,  the  Foreign  Pledge  Agreements, the Control Agreements and each other security agreement or other instrument or  document  executed  and  delivered  pursuant  to  Section 5.03  or  5.12  or  pursuant to  any  Loan  Document to secure the Secured Obligations.               “Senior Notes” means (a) the 2023 Senior Notes and (b) 5.625% senior notes due  2027 issued  by  the  Company  under  the  Indenture  dated  as  of  April  25,  2017,  between  the  Company, certain guarantors party thereto and U.S. Bank National Association.                “Senior Notes Documents” means (a) the Indenture dated as of August 14, 2013,  between the Company, certain guarantors party thereto and U.S. Bank National Association, as  trustee,  registrar  and  paying  agent, (b)  the  Indenture  dated  as  of  April  25,  2017,  between  the  Company, certain guarantors party thereto and U.S. Bank National Association and (c) all other  instruments,  agreements  and  other  documents  evidencing  or  governing  the  Senior  Notes  or  providing for any Guarantee or other right in respect thereof.               “Specified Event of Default” means an Event of Default (a) arising under clause  (a)  or  (b)  of  Article  VII,  (b)  arising  with  respect  to  any  Loan  Party  under  clause  (i)  or  (j)  of  Article VII or (c) resulting from the failure to comply with Section 5.01(c), 5.14, 6.11 or 6.12 or  any  representation  or  warranty  contained  in  any  Borrowing  Base  Certificate  proving  to  have  been incorrect in any material respect in a manner adverse to interests of the Lenders when made  or deemed made.               “Spin-Off” has the meaning set forth in the Existing Credit Agreement.               “Statutory  Reserve  Rate”  means  a  fraction  (expressed  as  a  decimal),  the  numerator of which is the number one and the denominator of which is the number one minus  the aggregate of the maximum reserve percentages (including any marginal, special, emergency  or  supplemental  reserves),  expressed  as  a  decimal,  established  by  the  Board  of  Governors  to  which  the  Administrative  Agent  is  subject  for  eurocurrency  funding  (currently  referred  to  as  “Eurocurrency  Liabilities”  in  Regulation D  of  the  Board  of  Governors).   Such  reserve  percentages  shall  include  those  imposed  pursuant  to  such  Regulation D.   Eurocurrency  Loans  shall  be  deemed  to  constitute  eurocurrency  funding  and  to  be  subject  to  such  reserve  requirements  without  benefit  of  or  credit  for  proration,  exemptions  or  offsets  that  may  be                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            53    available  from  time  to  time  to  any  Lender  under  such  Regulation D  or  any  comparable  regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective  date of any change in any reserve percentage.               “Subordinated  Indebtedness”  of  any  Person  means  any  Indebtedness  of  such  Person that is contractually subordinated in right of payment to any other Indebtedness of such  Person.               “subsidiary” means, with respect to any Person (the “parent”) at any date, (a) any  Person  the  accounts  of  which  would  be  consolidated  with  those  of  the  parent  in  the  parent’s  consolidated financial statements if such financial statements were prepared in accordance with  GAAP as of such date and (b) any other Person (i) of which Equity Interests representing more  than 50% of the equity value or more than 50% of the ordinary voting power or, in the case of a  partnership,  more  than  50%  of  the  general  partnership  interests  are,  as  of  such  date,  owned,  controlled or held, or (ii) that is, as of such date, otherwise Controlled, by the parent or one or  more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.               “Subsidiary” means any subsidiary of Murphy USA (including the Company).               “Subsidiary Loan Party” means each Subsidiary that is a party to this Agreement  or the Collateral Agreement.  Unless the context requires otherwise, the term “Subsidiary Loan  Party” shall include the Company.                “Supermajority  Lenders”  means,  subject  to  Section 2.20,  at  any  time,  Lenders  having Term Loans, Revolving Exposures and unused Commitments representing at least 66.7%  of  the  sum  of  the  outstanding  Term  Loans,  Aggregate  Revolving  Exposure  and  unused  Commitments at such time.                “Supplemental Perfection Certificate” means a certificate in the form of Exhibit H  or any other form approved by the Administrative Agent.               “Supported QFC” has the meaning set forth in Section 9.22.               “Syndication Agent” means the Person named as such on the cover page of this  Agreement.                “Tax  Matters  Agreement”  means  the  Tax  Matters  Agreement  dated  as  of  August 30, 2013, between Murphy Oil and Murphy USA.               “Taxes”  means all present  or  future  taxes,  levies,  imposts,  duties,  deductions,  withholdings (including backup withholding), assessments, fees or other charges imposed by any  Governmental Authority, including any interest, additions to tax or penalties applicable thereto.               “Term Commitment” means a Tranche A Term Commitment or any other Class  of Term Commitment established pursuant to Section 2.23.                “Term Lender” means a Lender with a Term Commitment or an outstanding Term  Loan.                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            54                “Term Loan” means a Tranche A Term Loan or any other Class of “Term Loans”  established pursuant to Section 2.22 or 2.23.               “Test  Period”  means,  for  any  date  of  determination  under  this  Agreement,  the  then most recently ended period of four consecutive fiscal quarters of Murphy USA, or, prior to  the end of the fiscal quarter in which the Effective Date occurs, the period of four consecutive  fiscal quarters ended on June 30, 2019.               “Total Indebtedness” means, as of any date, the sum of (a) the aggregate principal  amount of Indebtedness of Murphy USA and its consolidated Subsidiaries outstanding as of such  date,  in  the  amount  that  would  be  reflected  on  a  balance  sheet  prepared  as  of  such  date  on  a  consolidated  basis  in  accordance  with  GAAP  (but  subject  to  Section 1.04(a))  and  (b)  the  aggregate principal amount of Indebtedness of Murphy USA and its consolidated Subsidiaries  (including  all  Attributable  Indebtedness  in  respect  of  Sale/Leaseback  Transactions  of  Murphy  USA and its consolidated Subsidiaries), in each case that is outstanding as of such date but not  required  to  be  reflected  on  a  balance  sheet  in  accordance  with  GAAP,  determined  on  a  consolidated basis; provided that, for purposes of clause (b) above, the term “Indebtedness” shall  not include contingent obligations of Murphy USA, the Company or any other Subsidiary as an  account party in respect of any letter of credit or letter of guaranty to the extent such letter of  credit or letter of guaranty does not support Indebtedness.               “Total Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness as  of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of  Murphy USA ended on or most recently prior to such date.               “Trademark License Agreement” means the Trademark License Agreement dated  as of August 30, 2013, between Murphy Oil and Murphy USA.               “Tranche  A  Term  Commitment” means,  with  respect  to  each  Lender,  the  commitment, if any, of such Lender to make Tranche A Term Loans hereunder, expressed as an  amount representing the maximum principal amount of the Tranche A Term Loan to be made by  such Lender, as such commitment may be (a) reduced from time to time pursuant to Section 2.08  and (b) reduced or increased from time to time pursuant to assignments  by or to such Lender  pursuant to Section 9.04.  The initial amount of each Lender’s Tranche A Term Commitment is  set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender  shall have assumed its Tranche A Term Commitment, as applicable.  The aggregate amount of  the Lenders’ Tranche A Term Commitments as of the Effective Date is $250,000,000.               “Tranche A Term Lender” means a lender with a Tranche A Term Commitment  or an outstanding Tranche A Term Loan.               “Tranche A Term  Loan” means  a  Loan made pursuant  to  clause  (b) of  Section  2.01.               “Tranche A Term Maturity Date” means the fourth anniversary of the Effective  Date  (or,  if  such  date  is  not  a  Business  Day,  the  first  Business  Day  following  such  date);  provided that on May 16,  2023, the  Tranche  A  Term  Maturity  Date  shall  automatically  be                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            55    modified to be such date unless, on such date, the aggregate principal amount of the 2023 Senior  Notes  then  outstanding (together  with  the  aggregate  principal  amount  of  any  Refinancing  Indebtedness in respect thereof that has final scheduled maturity prior to 91 days after the fourth  anniversary of the Effective Date) shall not be more than $25,000,000.               “Transactions”  means  the  execution,  delivery  and  performance  by  each  Loan  Party of the  Loan Documents  to  which it is  to  be a party, the  creation of the Guarantees and  Liens created thereby, the borrowing of Loans and the use of proceeds thereof, the issuance of  Letters  of  Credit  hereunder  and the  repayment  of  all  amounts  outstanding  under  the  Existing  Credit Agreement.               “Type”, when used in reference to any Loan or Borrowing, refers to whether the  rate  of  interest  on  such  Loan,  or  on  the  Loans  comprising  such  Borrowing,  is  determined  by  reference to the Adjusted LIBO Rate or the Alternate Base Rate.               “U.S.  Person” means  any  Person that  is  a “United States  Person”  as  defined in  Section 7701(a)(30) of the Code.               “U.S. Special Resolution Regime” has the meaning set forth in Section 9.22.               “U.S.  Tax  Compliance  Certificate”  has  the  meaning  set  forth  in  Section  2.17(f)(ii)(B)(iii).               “USA  PATRIOT   Act”  means  the  Uniting  and  Strengthening  America  by  Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.               “wholly-owned”,  when  used  in  reference  to  a  subsidiary  of  any  Person,  means  that all the Equity Interests in such subsidiary (other than directors’ qualifying shares and other  nominal  amounts  of  Equity  Interests  that  are  required  to  be  held  by  other  Persons  under  applicable law)  are owned, beneficially and of  record, by  such Person,  another wholly-owned  subsidiary of such Person or any combination thereof.               “Withdrawal  Liability”  means  liability to  a Multiemployer Plan as  a result of a  complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I  of Subtitle E of Title IV of ERISA.               SECTION 1.02.  Classification  of  Loans  and  Borrowings.  For  purposes  of  this  Agreement, Loans and Borrowings may be classified and referred to by Class (e.g., a “Revolving  Loan” or “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Loan” or “Eurocurrency  Borrowing”)  or  by  Class  and  Type  (e.g.,  a  “Eurocurrency  Revolving  Loan”  or  “Eurocurrency  Revolving Borrowing”).               SECTION 1.03.  Terms  Generally.  The  definitions  of  terms  herein  shall  apply  equally to the singular and plural forms of the terms defined.  Whenever the context may require,  any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words  “include”,  “includes”  and  “including”  shall  be  deemed  to  be  followed  by  the  phrase  “without  limitation”.  The word “will” shall be construed to have the same meaning and effect as the word                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            56    “shall”.   The  words  “asset”  and  “property”  shall  be  construed  to  have  the  same  meaning and  effect and to refer to any and all real and personal, tangible and intangible assets and properties,  including cash, securities, accounts and contract rights.  The word “law” shall be construed as  referring to all statutes, rules, regulations, codes and other laws (including official rulings and  interpretations thereunder having the force of law or with  which affected Persons customarily  comply), and all judgments, orders, writs and decrees, of all Governmental Authorities.  Except  as otherwise provided herein and unless the context requires otherwise, (a) any definition of or  reference  to  any  agreement,  instrument  or  other  document  (including  this  Agreement  and  the  other Loan Documents) shall be construed as referring to such agreement, instrument or other  document as from time to time amended, supplemented or otherwise modified (subject to any  restrictions  on  such  amendments,  supplements  or  modifications  set  forth  herein),  (b)  any  definition of or reference to any statute, rule or regulation shall be construed as referring thereto  as from time to time amended, supplemented or otherwise modified (including by succession of  comparable successor laws), and all references to any statute shall be construed as referring to all  rules, regulations, rulings and binding interpretations promulgated or issued thereunder, (c) any  reference herein to any Person shall be construed to include such Person’s successors and assigns  (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental  Authority, any other Governmental Authority that shall have succeeded to any or all functions  thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be  construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e)  all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to  Articles  and  Sections of,  and  Exhibits  and  Schedules  to,  this  Agreement  and  (f)  references  to  “the date hereof” and “the date of this Agreement” shall be deemed to refer to August 27, 2019.               SECTION 1.04.  Accounting Terms; GAAP; Pro Forma Calculations.  (a)  Except  as otherwise expressly provided herein, all terms of an accounting or financial nature used herein  shall be construed in accordance with GAAP as in effect from time to time; provided that (i) if  the  Company,  by  notice  to  the  Administrative  Agent,  shall  request  an  amendment  to  any  provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or  in the application thereof on the operation of such provision (or if the Administrative Agent or  the Required Lenders, by notice to the Company, shall request an amendment to any provision  hereof  for  such  purpose),  regardless  of  whether  any  such  notice  is  given  before  or  after  such  change in GAAP or in the application thereof, then such provision shall be interpreted on the  basis  of  GAAP  as  in  effect  and  applied  immediately  before  such  change  shall  have  become  effective until such notice shall have been withdrawn or such provision amended in accordance  herewith  and  (ii)  notwithstanding  any  other  provision  contained  herein,  all  terms  of  an  accounting or financial nature used herein shall be construed, and all computations of amounts  and  ratios  referred  to  herein  shall  be  made,  without  giving  effect  to  (A)  any  election  under  Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification  or Financial Accounting Standard having a similar result or effect) to value any Indebtedness of  Murphy  USA  or  any  Subsidiary  at  “fair  value”,  as  defined  herein,  (B)  any  treatment  of  Indebtedness in respect of convertible debt instruments under Accounting Standards Codification  470-20  (or  any  other  Accounting  Standards  Codification  or  Financial  Accounting  Standard  having  a  similar  result  or  effect)  to  value  any  such Indebtedness  in  a  reduced  or  bifurcated  manner as described therein, and such Indebtedness shall at all times be valued at the full stated  principal amount thereof, (C) any deduction of debt issuance costs in respect of any Indebtedness                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            57    from  the  principal amount  of  such  Indebtedness  under  Accounting  Standards  Update  2015-03  and  (D)  any  change  to  GAAP  resulting  from  the  adoption  of  Financial  Accounting  Standards  Board  Accounting  Standards  Update  No.  2016-02,  Leases  (Topic  842),  to  the  extent  such  adoption would require treating any lease (or similar arrangement conveying the right to use) as  a capital lease where such lease (or similar arrangement) would not have been required to be so  treated under GAAP as in effect on December 31, 2016.               (b)  All pro forma computations required to be made hereunder giving effect to  any Material Acquisition, Material Disposition, Permitted Acquisition or other transaction shall  be  calculated  after  giving  pro  forma  effect  thereto  (and,  in  the  case  of  any  pro  forma  computations  made hereunder  to  determine  whether  such  Material  Acquisition,  Material  Disposition,  Permitted  Acquisition  or  other  transaction  is  permitted  to  be  consummated  hereunder, to any other such transaction consummated since the first day of the period covered  by  any component  of  such  pro  forma  computation  and  on  or  prior  to  the  date  of  such  computation)  as  if  such  transaction  had  occurred  on  the  first  day  of  the  period  of  four  consecutive  fiscal  quarters  ending  with  the  most  recent  fiscal  quarter  for  which  financial  statements  shall  have  been  delivered  pursuant  to  Section  5.01(a)  or  5.01(b)  (or,  prior  to  the  delivery  of  any  such  financial  statements,  ending  with  the  last  fiscal  quarter  included  in  the  financial statements referred to in Section 3.04(a)), and, to the extent applicable, to the historical  earnings  and  cash  flows  associated  with  the  assets  acquired  or  disposed  of  and  any  related  incurrence  or  reduction  of  Indebtedness,  all  in  accordance  with  Article  11  of  Regulation  S-X  under the Securities Act.  If any Indebtedness bears a floating rate of interest and is being given  pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on  the date of determination had been the applicable rate for the entire period (taking into account  any  Hedging  Agreement  applicable  to  such  Indebtedness  if  such  Hedging  Agreement  has  a  remaining term in excess of 12 months).               SECTION 1.05.  Borrower  Agent.  Each  Borrowing  Subsidiary  hereby  appoints  the  Company  as  its  representative  and  agent  for  all  purposes  under the  Loan  Documents,  including  requests  for  Loans  and  Letters  of  Credit,  designation  of  interest  rates,  delivery  or  receipt  of  Communications,  preparation  and  delivery  of  Borrowing  Base  Certificates  and  financial  reports,  receipt  and  payment  of  Loan  Document  Obligations,  requests  for  waivers,  amendments or other modifications of the Loan Documents (including in respect of compliance  with covenants), and all other dealings with the Administrative Agent, the Issuing Banks or any  Lender,  and  each  Borrowing  Subsidiary  releases  the  Company  from  any  restrictions  on  representing several Persons and self-dealing under any applicable law, rule or regulation.  The  Company  hereby  accepts  such  appointment  as  representative  and  agent  of  each  Borrowing  Subsidiary.   Notwithstanding  any  other  provision  of  this  Agreement  or  any  other  Loan  Document:                (a)  the Administrative Agent, the Issuing Banks and the Lenders shall be entitled        to rely upon, and shall be fully protected in relying upon, any notice or communication        (including any Borrowing Request or any Interest Election Request) delivered on behalf        of a Borrowing Subsidiary by the Borrower Agent;                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            58                (b)  the Administrative Agent, the Issuing Banks and the Lenders may give any        notice to or make any other communication with any Borrowing Subsidiary hereunder to        or with the Borrower Agent;               (c)  each  of  the  Administrative  Agent,  the  Issuing  Banks  and  the  Lenders  shall        have the right, in its discretion, to deal exclusively with the Borrower Agent for any or all        purposes under the Loan Documents; and               (d)  each Borrowing Subsidiary agrees that any notice, election, communication,        representation, agreement or undertaking made on its behalf by the Borrower Agent shall        be binding upon and enforceable against it.               SECTION 1.06.  Status  of  Obligations.  In  the  event  that  Murphy  USA,  the  Company or any other Loan Party shall at any time issue or have outstanding any Subordinated  Indebtedness, Murphy USA and the Company shall take or cause such other Loan Party to take  all  such  actions  as  shall  be  necessary  to  cause  the  Loan  Document  Obligations  to  constitute  senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to  enable the Lenders to have and exercise any payment blockage or other remedies available or  potentially  available  to  holders  of  senior  indebtedness  under  the  terms  of  such  Subordinated  Indebtedness.   Without  limiting  the  foregoing,  the  Loan  Document  Obligations  are  hereby  designated as “senior indebtedness” and as “designated senior indebtedness” under and in respect  of any indenture or other agreement or instrument under which such Subordinated Indebtedness  is  outstanding and are  further  given all such other designations  as  shall be required under the  terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise  any payment blockage or other remedies available or potentially available to holders of senior  indebtedness under the terms of such Subordinated Indebtedness.               SECTION 1.07.  Obligations  Joint  and  Several.   Each  agreement  in  any  Loan  Document by any Borrower to make any payment, to take any action or otherwise to be bound  by the terms thereof is a joint and several agreement of all the Borrowers, and each obligation of  any  Borrower  under  any  Loan  Document  shall  be  a  joint  and  several  obligation  of  all  the  Borrowers.               SECTION 1.08.  Excluded Swap Obligations.  (a)  Notwithstanding any provision  of this Agreement or any other Loan Document, no Guarantee (including, for the avoidance of  doubt, the obligations of each Borrower under the Loan Documents insofar as such Borrower is  jointly liable for obligations incurred by any other Borrower) by any Loan Party under any Loan  Document shall include a Guarantee of any Secured Obligation that, as to such Loan Party, is an  Excluded  Swap  Obligation  and  no  Collateral  provided  by  any  Loan  Party  shall  secure  any  Secured Obligation that, as to such Loan Party, is an Excluded Swap Obligation.  In the event  that any payment is made by, or any collection is realized from, any Loan Party as to which any  Secured Obligations are Excluded Swap Obligations, or from any Collateral provided by such  Loan Party, the proceeds thereof shall be applied to pay the Secured Obligations of such Loan  Party as otherwise provided herein without giving effect to such Excluded Swap Obligations and  each reference in this Agreement or any other Loan Document to the ratable application of such  amounts as among the Secured Obligations or any specified portion of the Secured Obligations  that would otherwise include such Excluded Swap Obligations shall be deemed so to provide.                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            59                (b)  The following terms shall for purposes of this Section 1.08 have the meanings  set forth below:               “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S. C. § et  seq.), as amended from time to time, and any successor statute.               “Excluded  Swap  Obligation”  means,  with  respect  to  Guarantor,  any  Swap  Obligation if, and to the extent that, the Guarantee by such Guarantor of, or the grant by such  Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or  becomes  illegal  under  the  Commodity  Exchange  Act  or  any  rule,  regulation  or  order  of  the  Commodity  Futures  Trading  Commission  (or  the  application  or  official  interpretation  of  any  thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract  participant”  as  defined  in  the  Commodity  Exchange  Act  at  the  time  the  Guarantee  of  such  Guarantor becomes effective with respect to such related Swap Obligation.               “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or  perform  under  any  agreement,  contract  or  transaction  that  constitutes  a  “swap”  within  the  meaning of Section 1a(47) of the Commodity Exchange Act.               “Qualified  ECP  Guarantor”  means,  in  respect  of  any  Swap  Obligation,  each  Guarantor that has total assets exceeding $10,000,000 or that otherwise constitutes an “eligible  contract  participant”  under  the  Commodity  Exchange  Act  or  any  regulations  promulgated  thereunder at the time such Swap Obligation is incurred (including as a result of the agreement in  Section 2.07 of the Collateral Agreement or any other Guarantee or other support agreement in  respect of the obligations of such Guarantor by the Company or another Person that constitutes  an “eligible contract participant”).               SECTION 1.09.  Interest  Rates;  LIBOR  Notification.   The  interest  rate  on  Eurocurrency Loans  is  determined  by  reference  to  the  LIBO  Rate,  which  is  derived  from  the  London  interbank  offered  rate.  The  Administrative  Agent  does  not  warrant  or  accept  any  responsibility for, and shall not have any liability with respect to, the administration, submission  or any other matter related to the London interbank offered rate or other rates in the definition of  “LIBO  Rate”  or  with  respect  to  any  alternative  or  successor  rate  thereto,  or  replacement  rate  thereof,  including  without  limitation,  whether  the  composition  or  characteristics  of  any  such  alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to  Section 2.14(b), will be similar to, or produce the same value or economic equivalence of, the  LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to  its discontinuance or unavailability.               SECTION 1.10.  Divisions.  For all purposes under this Agreement, in connection  with  any  division  or  plan  of  division under  Delaware  law  (or  any  comparable  event  under  a  different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes  the asset, right, obligation or liability of a different Person, then it shall be deemed to have been  transferred from the original Person to the subsequent Person, and (b) if any new Person comes  into existence, such new Person shall be deemed to have been organized and acquired on the first  date of its existence by the holders of its Equity Interests at such time.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            60                                     ARTICLE II                                                                             The Credits               SECTION 2.01.  Commitments.  Subject  to  the  terms  and  conditions  set  forth  herein, each Lender agrees (a) to make Revolving Loans in dollars to any Borrower from time to  time  during  the  Revolving  Availability  Period  in  an  aggregate  principal  amount  that  will  not  result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment  or (ii) the Aggregate Revolving Exposure exceeding the lesser of (A) the Aggregate Revolving  Commitment and (B) the Borrowing Base then in effect; and (b) (i) to make a Tranche A Term  Loan in dollars to the Company on the Effective Date in a principal amount not exceeding its  Tranche A Term Commitment as in effect on the Effective Date immediately prior to the making  of such Tranche A Term Loan; provided that the aggregate principal amount of the Tranche A  Term Loans borrowed on the Effective Date may not exceed $200,000,000; and (ii) to make one  or more Tranche A Term Loans in dollars to the Company at any time after the Effective Date  and on or prior to the Delayed Draw Funding Deadline in a principal amount, for any Tranche A  Term Loan, not exceeding its Tranche A Term Commitment as in effect immediately prior to the  making of such Tranche A Term Loan; provided that (A) no more than two Borrowings may be  made under this clause (b)(ii) and (B) the aggregate principal amount of the Tranche A Term  Loans  borrowed  under  this  clause  (b)(ii)  may  not  exceed  $50,000,000.  Within  the  foregoing  limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay  and reborrow Revolving Loans.  Amounts repaid or prepaid in respect of Tranche A Term Loans  may not be reborrowed.               SECTION 2.02.  Loans and Borrowings.  (a)  Each Loan (other than a Protective  Advance) shall be made as part of a Borrowing consisting of Loans of the same Class and Type  made by the Lenders ratably in accordance with their respective Commitments of the applicable  Class.  The failure of any Lender to make any Loan required to be made by it shall not relieve  any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are  several  and  no  Lender  shall  be  responsible  for  any  other  Lender’s  failure  to  make  Loans  as  required.               (b)  Subject  to  Section 2.14,  each  Revolving  Borrowing  and  Term  Borrowing  shall be comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower, or  the  Borrower  Agent  on  its  behalf,  may  request  in  accordance  herewith; provided that  all  Borrowings made on the Effective Date must be made as ABR Borrowings unless the applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf,  shall  have  given  the  notice  required  for  a  Eurocurrency  Borrowing  under  Section 2.03  and  provided  an  indemnity  letter,  in  form  and  substance  reasonably  satisfactory  to  the  Administrative  Agent,  extending  the  benefits  of  Section 2.16 to  Lenders  in  respect  of such  Borrowings.  Each Protective  Advance shall be an  ABR Loan.  Each Lender at its option may make any Loan by causing any domestic or foreign  branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option  shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms  of this Agreement.               (c)  At  the  commencement  of  each  Interest  Period  for  any  Eurocurrency  Borrowing, such Borrowing shall be in an aggregate principal amount that is an integral multiple                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            61    of $1,000,000 and not less than $5,000,000; provided that a Eurocurrency Borrowing that results  from a continuation of an outstanding Eurocurrency Borrowing may be in an aggregate principal  amount that is equal to such outstanding Borrowing.  At the time that each ABR Borrowing is  made, such Borrowing shall be in an aggregate principal amount that is an integral multiple of  $1,000,000 and not less than $5,000,000; provided that (i) an ABR Revolving Borrowing may be  in an aggregate principal amount that is equal to (A) the lesser of entire unused balance of the  Aggregate Revolving Commitment and the amount of Availability, (B) the amount required to  finance  the  repayment  of  a  Protective  Advance  as  contemplated  by  Section 2.04(a)  or  (C) the  amount  required  to  finance  the  reimbursement  of  an  LC  Disbursement  as  contemplated  by  Section 2.05(f)  and  (ii) each  Protective  Advance  may  be  in  such  principal  amount  as  shall  be  determined by the Administrative Agent pursuant to Section 2.04.  Borrowings of more than one  Type and Class may be outstanding at the same time; provided that there shall not at any time be  more  than  a  total  of  10  (or  such  greater  number  as  may  be  agreed  to  by  the  Administrative  Agent) Eurocurrency Borrowings outstanding.               (d)  Notwithstanding any other provision of this Agreement, no Borrower shall be  entitled  to  request,  or  to  elect  to  convert  to  or  continue,  any  Eurocurrency  Borrowing  if  the  Interest  Period  requested  with  respect  thereto  would  end  after  the  Maturity  Date  applicable  thereto.               SECTION 2.03.  Requests for Borrowings.  To request a Revolving Borrowing or  Term Borrowing, the applicable Borrower, or the Borrower Agent on its behalf, shall submit to  the Administrative Agent by fax or electronic mail a Borrowing Request signed by a Financial  Officer of such Borrower or, as applicable, the Borrower Agent (a) in the case of a Eurocurrency  Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date  of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing to be made on the  Effective Date, such shorter period of time as may be agreed to by the Administrative Agent) or  (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date  of the proposed Borrowing.  Each such Borrowing Request shall be irrevocable and shall specify  the following information in compliance with Section 2.02:               (i)  whether the requested Borrowing is to be a Revolving Borrowing or a Tranche        A Term Borrowing;               (ii)  the aggregate amount of such Borrowing;               (iii)  the date of such Borrowing, which shall be a Business Day;               (iv)  whether  such  Borrowing  is  to  be  an  ABR  Borrowing  or  a  Eurocurrency        Borrowing;               (v)  in  the  case  of  a  Eurocurrency  Borrowing,  the  initial  Interest  Period  to  be        applicable  thereto,  which  shall  be  a  period  contemplated  by  the  definition  of  the term        “Interest Period”; and               (vi)  the location and number of the account of the applicable Borrower to which        funds are to be disbursed or, in the case of any ABR Revolving Borrowing requested to                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            62          finance  the  reimbursement  of  an  LC  Disbursement  as  provided  in  Section 2.05(f),  the        identity of the Issuing Bank that made such LC Disbursement.   If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an  ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurocurrency  Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of  one month’s duration.  Promptly following receipt of a Borrowing Request in accordance with  this Section, the Administrative Agent shall advise each Lender of the applicable Class of the  details  thereof  and  of  the  amount  of  such  Lender’s  Loan  to  be  made  as  part  of  the  requested  Borrowing.               SECTION 2.04.  Protective  Advances.  (a)  Subject  to  the  limitations  set  forth  below, the Administrative Agent is authorized by the Company and the Lenders, from time to  time during the Revolving Availability Period, in the Administrative Agent’s sole discretion (but  with  absolutely  no  obligation),  to  make  Loans in  dollars to  the  Company,  on  behalf  of  all  Revolving  Lenders,  which  the  Administrative  Agent,  in  its  Permitted  Discretion,  deems  necessary  or  desirable  (i)  to  preserve  or  protect  the  Collateral  or  any  portion  thereof,  (ii)  to  enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Loan  Document Obligations or (iii) to pay any other amount chargeable to or required to be paid by  the  Borrowers  pursuant  to  the  terms  of  this  Agreement,  including  payments  of  reimbursable  expenses (including costs, fees, and expenses described in Section 9.03) and other sums payable  under the  Loan Documents (any such Loans  are herein  referred to  as “Protective Advances”);  provided that  the  aggregate  principal  amount  of  Protective  Advances  outstanding  at any  time  shall not exceed $32,500,000; provided further that the making of any Protective Advance shall  not cause the Aggregate Revolving Exposure to exceed the Aggregate Revolving Commitment.   Protective Advances may be made even when a Default exists or the conditions precedent set  forth in Section 4.02 are not otherwise satisfied.  The Protective Advances shall be secured by  the Liens created by the Security Documents and shall constitute Loan Document Obligations.   Without affecting Protective Advances already made, the Administrative Agent’s authorization  to make future Protective Advances may be revoked at any time by the Majority in Interest of the  Revolving  Lenders.   Any  such  revocation  must  be  in  writing  and  shall  become  effective  prospectively  upon  the  Administrative  Agent’s  receipt  thereof.   At  any time  that  there  is  sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied,  the  Administrative  Agent  may  request,  on  behalf  of  the  Company,  the  Revolving  Lenders  to  make  ABR  Revolving  Loans  to  repay  any  Protective  Advance.   At  any  other  time  the  Administrative  Agent  may  require  the  Revolving  Lenders  to  acquire  participations  in  any  Protective Advance as described in Section 2.04(b).                (b)  The  Administrative  Agent  may  by  notice  given  not  later  than  12:00  noon,  New  York City  time,  on  any  Business  Day  require  the  Revolving  Lenders  to  acquire  participations on such Business Day in all or a portion of the Protective Advances outstanding.   Such notice shall specify the aggregate principal amount of Protective Advances in which the  Revolving  Lenders  will  be  required  to  participate  and  each  Revolving  Lender’s  Applicable  Percentage  of  such  Protective  Advances.   Each  Revolving  Lender  hereby  absolutely  and  unconditionally  agrees  to  pay, promptly upon receipt of notice as  provided above (and in  any  event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later  than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            63    York  City  time,  on  a  Business  Day,  no  later  than 10:00  a.m.,  New  York  City  time,  on  the  immediately succeeding Business  Day), to  the Administrative Agent  such Revolving  Lender’s  Applicable Percentage of such Protective Advances.  Each Revolving Lender acknowledges and  agrees  that  its  obligation  to  acquire  participations  in  Protective  Advances  pursuant  to  this  paragraph  is  absolute  and  unconditional  and  shall  not  be  affected  by  any  circumstance  whatsoever,  including  nonsatisfaction  of  any  of  the  conditions  precedent  set  forth  in  Section 4.02, the occurrence and continuance of a Default or any reduction or termination of the  Revolving  Commitments,  and  that  each  such  payment  shall  be  made  without  any  offset,  abatement, withholding or reduction whatsoever.  Each Revolving Lender shall comply with its  obligation  under  this  paragraph  by  wire  transfer  of  immediately  available  funds,  in  the  same  manner as provided in Section 2.06 with respect to Revolving Loans made by such Revolving  Lender  (and  Section  2.06  shall  apply, mutatis mutandis,  to  the  payment  obligations  of  the  Revolving  Lenders  pursuant  to  this  paragraph).   Any  amounts  received  by  the  Administrative  Agent from the Company (or other Person on behalf of the Company) in respect of a Protective  Advance  after  receipt  by  the  Administrative  Agent  of  the  proceeds  of  a  sale  of  participations  therein shall be promptly remitted by the Administrative Agent to the Revolving Lenders that  shall have made their payments pursuant to this paragraph to the extent of their interests therein;  provided that any such payment so remitted shall be repaid to the Administrative Agent if and to  the extent such payment is required to be refunded to a Borrower for any reason.  The purchase  of participations in a Protective Advance pursuant to this paragraph shall not constitute a Loan  and shall not relieve the Company of its obligation to repay such Protective Advance.               SECTION 2.05.  Letters  of  Credit.  (a)  General.  Subject  to  the  terms  and  conditions set forth herein, each Borrower may request the issuance of Letters of Credit for its  own account (or so long as the Company is a joint and several co-applicant with respect thereto,  the account of any Subsidiary), denominated in dollars and in a form reasonably acceptable to  the applicable Issuing Bank, at any time and from time to time during the Revolving Availability  Period. The Company unconditionally and irrevocably agrees that, in connection with any Letter  of  Credit  issued  for  the  account  of  any  Subsidiary  as  provided  in  the  first  sentence  of  this  paragraph, it will be fully responsible for the reimbursement of LC Disbursements, the payment  of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it  were the sole account party in respect of such Letter of Credit.  Each Existing Letter of Credit  shall  be  deemed,  for  all  purposes  of  this  Agreement  (including  paragraphs  (d)  and  (f)  of  this  Section), to be a Letter of Credit issued hereunder for the account of the applicable Borrower.   Notwithstanding anything contained in any letter of credit application furnished to any Issuing  Bank in connection with the issuance of any Letter of Credit, (i) all provisions of such letter of  credit application purporting to grant Liens in favor of such Issuing Bank to secure obligations in  respect of such Letter of Credit shall be disregarded, it being agreed that such obligations shall  be secured to the extent provided in this Agreement and in the Security Documents, and (ii) in  the  event  of  any  inconsistency  between  the  terms  and  conditions  of  such  letter  of  credit  application  and  the  terms  and  conditions  of  this  Agreement,  the  terms  and  conditions  of  this  Agreement shall control.  A Letter of Credit issued by any Issuing Bank will only be of a type  approved  for  issuance  hereunder  by  such  Issuing  Bank  (it  being  understood  and  agreed  that  standby Letters of Credit shall be deemed of the type that is approved), and issuance, amendment  and extension of Letters of Credit by any Issuing Bank shall be subject to its customary policies  and  procedures  for  issuance  of  letters  of  credit.   An  Issuing  Bank  shall  not  be  under  any                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            64    obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental  Authority or arbitrator shall by its  terms  purport to  enjoin or restrain  such  Issuing  Bank from  issuing  such  Letter  of  Credit,  or  any  law,  rule  or  regulation  of  any  Governmental  Authority  applicable  to  such  Issuing  Bank  or  any  request,  rule,  guideline  or  directive  (whether  or  not  having the force of law) from any Governmental Authority with jurisdiction over such Issuing  Bank  shall  prohibit,  or  request  that  such  Issuing  Bank  refrain  from,  the  issuance  of  letters  of  credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank  with respect to such Letter of Credit any restriction, reserve or capital requirement (for which  such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date,  or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not  applicable on the Effective Date and which such Issuing Bank in good faith deems material to it.               (b)  Notice of Issuance, Amendment, Extension; Certain Conditions.  To request  the  issuance  of  a  Letter  of  Credit  or  the  amendment or  extension  of  an  outstanding  Letter  of  Credit (other than an automatic extension permitted pursuant to paragraph (c) of this Section),  the  applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf,  shall  hand  deliver  or  fax  (or  transmit by electronic communication, if arrangements for doing so have been approved by the  recipient) to the applicable Issuing Bank and the Administrative Agent, reasonably in advance of  the requested date of issuance, amendment or extension,  a notice requesting the issuance of  a  Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the  requested date of issuance, amendment or extension (which shall be a Business Day), the date on  which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section),  the amount of such Letter of Credit, the name and address of the beneficiary thereof and such  other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend  or  extend  such  Letter  of  Credit.   If  requested  by  the  applicable  Issuing  Bank,  the  applicable  Borrower, or the Borrower Agent on its behalf, also shall submit a letter of credit application on  such Issuing Bank’s standard form in connection with any such request.  A Letter of Credit shall  be issued, amended or extended only if (and upon each issuance, amendment or extension of any  Letter of Credit the  applicable Borrower shall be deemed to  represent  and warrant  that), after  giving  effect  to  such  issuance,  amendment or  extension,  (i) the  LC  Exposure  will  not  exceed  $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by any  Issuing  Bank  will  not  exceed  the  LC  Commitment  of  such  Issuing  Bank,  (iii) no  Revolving  Lender  will  have  a  Revolving  Exposure  greater  than  its  Revolving  Commitment  and  (iv) the  Aggregate  Revolving  Exposure  will  not  exceed  the  lesser  of  (A) the  Aggregate  Revolving  Commitment and (B) the Borrowing Base then in effect.  Each Revolving Lender acknowledges  and agrees that, on the Effective Date and without any further action on the part of the applicable  Issuing Bank or the Revolving Lenders, each Issuing Bank shall have granted to such Revolving  Lender, and such Revolving Lender shall have acquired from such Issuing Bank, a participation  in each Letter of Credit issued by such Issuing Bank and outstanding on the Effective Date equal  to  such  Lender’s Applicable Percentage  (as  automatically  redetermined  on  the  Effective  Date  based  on  the Revolving Commitments  set  forth  on  Schedule  2.01 hereto)  of  the  aggregate  amount available to be drawn under such Letter of Credit.               (c)  Expiration Date.  Each Letter of Credit shall by its terms expire at or prior to  the close of business on the earlier of (i) the date one year after the date of the issuance of such  Letter  of Credit  (or,  in  the  case  of  any extension  thereof,  one  year  after  such  extension)  and                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            65    (ii) the date that is five Business Days prior to the Revolving Maturity Date; provided that any  Letter  of  Credit  may  contain  customary  automatic extension provisions  agreed  upon  by  the  applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf,  and  the  applicable  Issuing  Bank  pursuant to which the expiration date of such Letter of Credit shall automatically be extended for  a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above),  subject to a right on the part of such Issuing Bank to prevent any such extension from occurring  by giving notice to the beneficiary in advance of any such extension.  In the event the Revolving  Maturity Date shall be extended as provided in Section 2.22, Letters of Credit with expiry dates  beyond  the  original  Revolving  Maturity  Date  will  be  limited  to  the  amount  of  the  Revolving  Commitments that shall have been extended beyond that date.                (d)  Participations.  By the issuance of a Letter of Credit (or an amendment to a  Letter of Credit increasing the amount thereof) and without any further action on the part of the  applicable  Issuing  Bank  or  any  Revolving  Lender,  the  Issuing  Bank  that  is  the  issuer  thereof  hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such  Issuing  Bank,  a  participation  in  such  Letter  of  Credit  equal  to  such  Revolving  Lender’s  Applicable  Percentage  of  the  aggregate  amount  available  to  be  drawn  under  such  Letter  of  Credit.   In consideration  and  in  furtherance  of  the  foregoing,  each  Revolving  Lender  hereby  absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such  Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made  by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower  on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment  required  to  be  refunded  to  the  applicable  Borrower  for any  reason.   Each  Revolving  Lender  acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph  in  respect  of  Letters  of  Credit  is  absolute  and  unconditional  and  shall  not  be  affected  by  any  circumstance  whatsoever,  including  any  amendment or  extension  of  any  Letter  of  Credit,  the  occurrence  and  continuance  of  a  Default,  any  reduction  or  termination  of  the  Revolving  Commitments or any force majeure or other event that under any rule of law or uniform practices  to  which  any  Letter  of  Credit  is  subject  (including  Section  3.14  of  ISP  98  or  any  successor  publication  of  the  International  Chamber  of  Commerce)  permits  a  drawing  to  be  made  under  such  Letter  of  Credit  after  the  expiration  thereof  or  of  the  Commitments,  and  that  each  such  payment  shall  be  made  without  any  offset,  abatement,  withholding  or  reduction  whatsoever.   Each Revolving Lender further acknowledges and agrees that, in issuing, amending or extending  any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any  liability for relying, upon the representation and warranty of Murphy USA and the Borrowers  deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such  Letter  of  Credit  is  issued,  amended or  extended  (or,  in  the  case  of  an  automatic extension  permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by  which  the  election  not  to  extend  must  be  made  by  the  applicable  Issuing  Bank),  the  Administrative Agent or the Majority in Interest of the Revolving Lenders shall have notified the  applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of  one  or  more  events  or  circumstances  described  in  such  notice,  one  or  more of  the  conditions  precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit  were then issued, amended or extended (it being understood and agreed that, in the event any  Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to  issue, amend or extend any Letter of Credit until and unless it shall be satisfied that the events                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            66    and circumstances described in such notice shall have been cured or otherwise shall have ceased  to exist).               (e)  Disbursements.  The Issuing Bank that is the issuer of such Letter of Credit  shall, within the time allowed by applicable law or the specific terms of the applicable Letter of  Credit following its receipt thereof, examine all documents purporting to represent a demand for  payment  under  a  Letter  of  Credit and, promptly after  such  examination,  shall notify  the  Administrative  Agent  and  the  applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf,  by  telephone, fax or e-mail of such demand for payment and whether such Issuing Bank has made  or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving  such  notice  shall  not  relieve  the  applicable  Borrower  of  its  obligation  to  reimburse  such  LC  Disbursement.               (f)  Reimbursements.  If  an  Issuing  Bank  shall  make  an  LC  Disbursement  in  respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by  paying to the Administrative Agent an amount equal to such LC Disbursement not later than (i)  if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New  York City time, on any Business Day, then 1:30 p.m., New York City time, on such Business  Day  or  (ii)  otherwise,  1:30  p.m.,  New  York  City  time,  on  the  Business  Day  immediately  following the day that such Borrower receives such notice; provided that, if the amount of such  LC  Disbursement  is  equal  to  or  greater  than  the  applicable  borrowing  minimum  set  forth  in  Section 2.02(c), the applicable Borrower, or the Borrower Agent on its behalf, may, subject to  the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such  payment  be financed with  an ABR Revolving  Borrowing and, to  the extent so  financed, such  Borrower’s obligation to make such payment shall be discharged and replaced by the resulting  ABR Revolving Borrowing.  If the applicable Borrower fails to reimburse any LC Disbursement  by the time specified above, the applicable Issuing Bank shall notify the Administrative Agent  thereof, whereupon the Administrative Agent shall notify each Revolving Lender of such failure,  the  payment  then  due  from  such  Borrower  in  respect  of  the  applicable  LC  Disbursement  and  such  Revolving  Lender’s  Applicable  Percentage  thereof.   Promptly  following  receipt  of  such  notice (and in any event, if such notice is received by 12:00 noon, New York City time, on a  Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received  after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York  City time, on the immediately succeeding Business Day), each Revolving Lender shall pay to the  Administrative Agent its Applicable Percentage of the amount then due from such Borrower, in  the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and  Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders  pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable  Issuing Bank the amounts so received by it from the Revolving Lenders.  Promptly following  receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to  this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing  Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to  reimburse such  Issuing  Bank, then to  such Revolving  Lenders and such  Issuing  Bank as  their  interests may appear.  Any payment made by a Revolving Lender pursuant to this paragraph to  reimburse  an  Issuing  Bank  for  an  LC  Disbursement  (other  than  the  funding  of  an  ABR                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            67    Revolving Borrowing as contemplated above) shall not constitute a Loan and shall not relieve  the applicable Borrower of its obligation to reimburse such LC Disbursement.               (g)  Obligations  Absolute.  Each  Borrower’s  obligation  to  reimburse  LC  Disbursements  as  provided  in  paragraph (f)  of  this  Section is  absolute,  unconditional  and  irrevocable and shall be performed strictly in accordance with the terms of this Agreement under  any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability  of any Letter of Credit or this Agreement, or any term or provision thereof or hereof, (ii) any  draft or other document presented under a Letter of Credit proving to be forged, fraudulent or  invalid  in  any  respect  or  any  statement  therein  being  untrue  or  inaccurate  in  any  respect,  (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other  document that does not comply with the terms of such Letter of Credit, (iv) any force majeure or  other  event  that  under  any  rule  of  law  or  uniform  practices  to  which  any  Letter  of  Credit  is  subject  (including  Section  3.14  of  ISP  98  or  any  successor  publication  of  the  International  Chamber  of  Commerce)  permits  a  drawing  to  be  made  under  such  Letter  of  Credit  after  the  stated  expiration  date  thereof  or  of  the Revolving Commitments  or  (v) any  other  event  or  circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the  provisions of this paragraph, constitute a legal or equitable discharge of, or provide a right of  setoff against, such Borrower’s obligations hereunder.  None of the Administrative Agent, the  Lenders,  the  Issuing  Banks  or  any  of  their  Related  Parties  shall  have  any  liability  or  responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit,  any payment or failure to make any payment thereunder (irrespective of any of the circumstances  referred  to in  the  preceding  sentence),  any  error,  omission,  interruption,  loss  or  delay  in  transmission  or  delivery  of  any  draft,  notice  or  other  communication  under  or  relating  to  any  Letter of Credit (including any document required to make a drawing thereunder), any error in  interpretation of technical terms, any error in translation or any other act, failure to act or other  event or circumstance; provided that the foregoing shall not be construed to excuse any Issuing  Bank from liability to the applicable Borrower to the extent of any direct damages (as opposed to  special,  indirect,  consequential  or  punitive  damages,  claims  in  respect  of  which  are  hereby  waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower  that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts  and  other  documents  presented  under  a  Letter  of  Credit  comply  with  the  terms  thereof.   The  parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on  the part of an Issuing Bank (with such absence to be presumed unless otherwise determined by a  court of competent jurisdiction in a final and nonappealable judgment), such Issuing Bank shall  be deemed to have exercised care in each such determination.  In furtherance of the foregoing  and  without  limiting  the  generality  thereof,  the  parties  agree  that,  with  respect  to  documents  presented that appear on their face to be in substantial compliance with the terms of a Letter of  Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such  documents  without  responsibility  for  further  investigation,  regardless  of  any  notice  or  information to the contrary, or refuse to accept and make payment upon such documents if such  documents are not in strict compliance with the terms of such Letter of Credit.               (h)  Interim Interest.  If an Issuing Bank shall make any LC Disbursement, then,  unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such  LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            68    including the date such LC Disbursement is made to but excluding the date that such Borrower  reimburses  such  LC  Disbursement  in  full,  at  the  rate  per  annum  then  applicable  to  ABR  Revolving  Loans; provided that  if  the  applicable  Borrower  fails  to  reimburse  such  LC  Disbursement  when  due  pursuant  to  paragraph (f)  of  this  Section,  Section 2.13(c)  shall  apply.   Interest  accrued  pursuant  to  this  paragraph  shall  be  paid  to  the  Administrative  Agent,  for  the  account  of  the  applicable  Issuing  Bank,  except  that  interest  accrued on  and  after  the  date  of  payment  by any Revolving  Lender pursuant  to  paragraph (f) of this  Section to  reimburse such  Issuing Bank for such LC Disbursement shall be for the account of such Lender to the extent of  such payment, and shall be payable on demand or, if no demand has been made, on the date on  which the applicable Borrower reimburses the applicable LC Disbursement in full.               (i)  Cash Collateralization.  If any Event of Default shall occur and be continuing,  on  the  Business  Day  that  the  Company  receives notice  from  the  Administrative  Agent  or  the  Required Lenders (or, if the maturity of the Loans has been accelerated, a Majority in Interest of  the Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the  Borrowers shall  deposit  in  an  account  with  the  Administrative  Agent,  in  the  name  of  the  Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the  LC Exposure as of such date plus any accrued and unpaid fees and interest thereon; provided that  the  obligation  to  deposit  such  cash  collateral  shall  become  effective  immediately,  and  such  deposit shall become immediately due and payable, without demand or other notice of any kind,  upon  the  occurrence  of  any  Event  of  Default  with  respect  to  Murphy  USA  or  any  Borrower  described in clause (i) or (j) of Article VII.  The Borrowers also shall deposit cash collateral in  accordance with this paragraph as and to the extent required by Section 2.09(d), 2.11(b), 2.11(c)  or  2.20.   Each  such  deposit  shall be  held  by  the  Administrative  Agent  as  collateral  for  the  payment  and  performance  of  the  obligations  of  the  Borrowers  under  this  Agreement.   The  Administrative Agent shall have exclusive dominion and control, including the exclusive right of  withdrawal,  over  such  account.   Other  than  any  interest  earned  on  the  investment  of  such  deposits, which investments shall be made at the option and sole discretion of the Administrative  Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest.  Interest or  profits, if any, on such investments shall accumulate in such account.  Moneys in such account  shall, notwithstanding anything to the contrary herein or in the Security Documents, be applied  by the  Administrative Agent  to  reimburse the  Issuing  Banks  for  LC  Disbursements  for  which  they  have  not  been  reimbursed,  together  with  related  fees,  costs  and  customary  processing  charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement  obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans  has  been accelerated (but  subject  to  (i) the consent  of a Majority in  Interest  of the Revolving  Lenders and (ii) in the case of any such application at a time when any Revolving Lender is a  Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be  less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing  Bank),  be  applied  to  satisfy  other  obligations  of  the  Borrowers  under  this  Agreement  in  accordance with  Section 2.18(g).   If the  Borrowers are required to  provide an amount of cash  collateral hereunder as  a result of the occurrence of an Event of Default, such amount (to the  extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days  after all Events of Default have been cured or waived.  If the Borrowers are required to provide  an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent  not applied as aforesaid) shall be returned to the Borrowers to the extent that, after giving effect                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            69    to such return, the Aggregate Revolving Exposure would not exceed the lesser of the Aggregate  Revolving  Commitment  and  the  Borrowing  Base  then  in  effect  and  no Default  shall  have  occurred  and  be  continuing.   If  the  Borrowers  are  required  to  provide  an  amount  of  cash  collateral  hereunder  pursuant  to  Section  2.09(d)  or  2.11(c),  such  amount  (to  the  extent  not  applied as aforesaid) shall be returned to the Borrowers, to the extent that such cash collateral is  not then required to be held as such in order for the Borrowers to be in compliance with the cash  collateral requirements set forth herein and no Default shall have occurred and be continuing, as  promptly as practicable upon the Cash Dominion Period ceasing to be in effect.  If the Borrowers  are required to  provide  an amount of cash  collateral  hereunder pursuant  to  Section 2.20, such  amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as promptly as  practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any  exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving  Commitments of the Non-Defaulting Revolving Lenders and/or the remaining cash collateral and  no Default shall have occurred and be continuing.               (j)  Designation of Additional Issuing Banks.  The Company may, at any time and  from  time  to  time,  with  the  consent  of  the  Administrative  Agent  (which  consent shall  not  be  unreasonably withheld), designate as additional Issuing Banks one or more Revolving Lenders  that agree to serve in such capacity as provided below.  The acceptance by a Revolving Lender  of an appointment as an Issuing Bank hereunder shall be evidenced by an agreement, which shall  be in form and substance reasonably satisfactory to the Administrative Agent, executed by the  Company, the Administrative Agent and such designated Revolving Lender, which shall set forth  the LC Commitment of such Revolving Lender, and, from and after the effective date of such  agreement, (i) such Revolving Lender shall have all the rights and obligations of an Issuing Bank  under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to  include such Revolving Lender in its capacity as an issuer of Letters of Credit hereunder.               (k)  Termination  of  an  Issuing  Bank.  The  Company  may  terminate  the  appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice  thereof to such Issuing Bank, with a copy to the Administrative Agent.  Any such termination  shall become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such  notice and (ii) the 10th Business Day following the date of the delivery thereof; provided that no  such termination shall become effective until and unless the LC Exposure attributable to Letters  of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero.  At the  time  any  such  termination  shall  become  effective,  the  Borrowers  shall  pay  all  unpaid  fees  accrued  for  the  account  of  the  terminated  Issuing  Bank  pursuant  to  Section 2.12(b).   Notwithstanding  the  effectiveness  of  any  such  termination,  the  terminated  Issuing  Bank  shall  remain  a  party  hereto  and  shall  continue  to  have  all  the  rights  of  an  Issuing  Bank  under  this  Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not  be required to issue any additional Letters of Credit or amend or extend any existing Letter of  Credit.               (l)  Issuing Bank Reports to the Administrative Agent.  Each Issuing Bank shall,  in addition to its notification obligations set forth elsewhere in this Section, report in writing to  the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be  requested  by  the  Administrative  Agent)  in  respect  of  Letters  of  Credit  issued  by  such  Issuing  Bank, including all issuances, extensions and amendments, all expirations and cancelations and                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            70    all  disbursements  and  reimbursements and (ii) such  other  information  as  the  Administrative  Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.               (m)  LC Exposure Determination.                 (i)  For all purposes of this Agreement, the amount of a Letter of Credit that, by        its  terms  or  the  terms  of  any  document  related  thereto,  provides  for  one  or  more        automatic  increases  in  the  stated  amount  thereof  shall  be  deemed  to  be  the  maximum        stated amount of such Letter of Credit after giving effect to all such increases (other than        any  such  increase  consisting  of  the  reinstatement  of  an  amount  previously  drawn        thereunder and reimbursed), whether or not such maximum stated amount is in effect at        the time of determination.               (ii)  For all purposes of this Agreement, if on any date of determination a Letter of        Credit has expired by its terms but any amount may still be drawn thereunder by reason        of the operation of Article 29(a) of the UCP, Rule 3.13 or Rule 3.14 of the ISP or similar        terms of the Letter of Credit itself, or if compliant documents have been presented but not        yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in        the amount so remaining available to be paid, and the obligations of the Borrowers and        each Revolving Lender hereunder shall remain in full force and effect until the Issuing        Banks and the Revolving Lenders shall have no further obligations to make any payments        or disbursements under any circumstances with respect to any Letter of Credit.               SECTION 2.06.  Funding of Borrowings.  (a)  Each Lender shall make each Loan  to  be  made  by  it  hereunder  on  the  proposed  date  thereof  by  wire  transfer  of  immediately  available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent  most recently designated by it for such purpose by notice to the Lenders; provided that Protective  Advances shall be made as provided in Section 2.04.  The Administrative Agent will make any  Loan available to the applicable Borrower by promptly remitting the amounts so received, in like  funds, to an account of such Borrower; provided that (i) the proceeds of ABR Revolving Loans  made to finance (A) the repayment of a Protective Advance as provided in Section 2.04(a) shall  be applied by the Administrative Agent for such purpose and (B) the reimbursement of an LC  Disbursement as provided in Section 2.05(f) shall be remitted by the Administrative Agent to the  Issuing Bank specified by the applicable Borrower, or the Borrower Agent on its behalf, in the  applicable Borrowing Request and (ii) the proceeds of any Protective Advance shall be retained  by the Administrative Agent and applied, on behalf of the Company, for the purposes for which  such Protective Advance has been made.               (b)  Unless  the  Administrative  Agent  shall  have  received  notice  from  a  Lender  prior  to  the  proposed  date  of  any  Borrowing  that  such  Lender  will  not  make  available  to  the  Administrative  Agent  such  Lender’s  share  of  such  Borrowing,  the  Administrative  Agent  may  assume  that  such  Lender  has  made  such  share  available  on  such  date  in  accordance  with  paragraph  (a)  of  this  Section and  may,  in  reliance  on  such  assumption,  make  available  to  applicable Borrower a corresponding amount.  In such event, if a Lender has not in fact made its  share  of  the  applicable  Borrowing  available  to  the  Administrative  Agent,  then  the applicable  Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith  on demand such corresponding amount with interest thereon, for each day from and including                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            71    the date such amount is made available to such Borrower to but excluding the date of payment to  the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater  of  the NYFRB  Rate and  a  rate  determined  by  the  Administrative  Agent  in  accordance  with  banking industry rules on interbank compensation or (ii) in the case of a payment to be made by  such  Borrower,  the  interest  rate  applicable  to  ABR  Loans  of  the  applicable  Class.   If  such  Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an  overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount  of such interest paid by such Borrower for such period.  If such Lender pays such amount to the  Administrative Agent, then such amount shall constitute such Lender’s  Loan included in such  Borrowing.  Any payment by the applicable Borrower shall be without prejudice to any claim  such Borrower may have against a Lender that shall have failed to make such payment to the  Administrative Agent.               SECTION 2.07.  Interest  Elections.  (a)  Each  Revolving  Borrowing  and  Term  Borrowing initially shall be of the Type and, in the case of a Eurocurrency Borrowing, shall have  an  initial  Interest  Period  as  specified  in  the  applicable  Borrowing  Request  or  as  otherwise  provided in Section 2.03; provided that the Tranche A Term Loans shall have an initial Interest  Period that ends on the same date as the interest period applicable to the term loans outstanding  under the Existing Credit Agreement immediately prior to the prepayment thereof in accordance  with  Section  4.01(j); provided further that  in  determining  the  interest  rate  applicable  to  the  Tranche A Term Loans during such initial Interest Period, the Adjusted LIBO Rate shall equal  the “Adjusted LIBO Rate” with respect to the term loans outstanding under the Existing Credit  Agreement  immediately  prior  to  the  prepayment thereof in  accordance  with  Section  4.01(j).   Thereafter, the applicable Borrower, or the Borrower Agent on its behalf, may elect to convert  such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the  case of a Eurocurrency  Borrowing, may elect  Interest  Periods therefor, all as  provided in  this  Section.   The  applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf,  may  elect  different  options  with  respect  to  different  portions  of  the  affected Borrowing,  in  which  case  each  such  portion  shall  be  allocated  ratably  among  the  Lenders  holding  the  Loans  comprising  such  Borrowing,  and  the  Loans  comprising  each  such  portion  shall  be  considered  a  separate  Borrowing.  This Section shall not apply to Protective Advances, which may not be converted or  continued.               (b)  To make an election pursuant to this Section, the applicable Borrower, or the  Borrower  Agent  on  its  behalf, shall  submit,  by  fax  or  electronic  mail,  an  Interest  Election  Request, signed by a Financial Officer of such Borrower or, as applicable, the Borrower Agent,  to  the  Administrative  Agent  by  the  time  that  a  Borrowing  Request  would  be  required  under  Section 2.03  if  such Borrower  were  requesting  a  Borrowing  of  the  Type  resulting  from  such  election to be made on the effective date of such election.  Each Interest Election Request shall  be irrevocable and shall specify the following information in compliance with Section 2.02:               (i)  the Borrowing to which such Interest Election Request applies and, if different        options are being elected with respect to different portions thereof, the portions thereof to        be allocated to each resulting Borrowing (in which case the information to be specified        pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            72                (ii)  the  effective  date  of  the  election  made  pursuant  to  such  Interest  Election        Request, which shall be a Business Day;               (iii)  whether  the  resulting  Borrowing  is  to  be  an  ABR  Borrowing  or  a        Eurocurrency Borrowing; and               (iv)  if  the  resulting  Borrowing  is to  be  a  Eurocurrency  Borrowing,  the  Interest        Period to be applicable thereto after giving effect to such election, which shall be a period        contemplated by the definition of the term “Interest Period”.   If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an  Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period  of one month’s duration.               (c)  Promptly following receipt of an Interest Election Request in accordance with  this Section, the Administrative Agent shall advise each Lender of the applicable Class of the  details thereof and of such Lender’s portion of each resulting Borrowing.               (d)  If  the  applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf,  fails  to  deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the  end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided  herein,  at  the  end  of  such  Interest  Period  such  Borrowing  shall  (i)  in  the  case  of  a  Term  Borrowing, be continued as a Eurocurrency Borrowing for an additional Interest Period of one  month  or  (ii)  in  the  case  of  a  Revolving  Borrowing,  be  converted  to  an  ABR  Borrowing.   Notwithstanding any contrary provision hereof, if an Event of Default under clause (i) or (j) of  Article VII has occurred and is continuing with respect to Murphy USA or any Borrower, or if  any other Event of Default has occurred and is continuing and the Administrative Agent, at the  request  of  a  Majority  in  Interest  of  Lenders  of  any  Class,  has  notified  the  Company  of  the  election to give effect to this sentence on account of such other Event of Default, then, in each  such case, so long as such Event of Default is continuing, (i) no outstanding Borrowing of any  Class  (or  of  such Class,  as  applicable)  may  be  converted  to  or  continued  as  a  Eurocurrency  Borrowing and (ii) unless repaid, each Eurocurrency Borrowing of any Class (or of such Class,  as  applicable)  shall  be  converted  to  an  ABR  Borrowing  at  the  end  of  the  Interest  Period  applicable thereto.               SECTION 2.08.  Termination  and  Reduction  of  Commitments.  (a)  Unless  previously  terminated,  (i)  the  Revolving  Commitments  shall automatically  terminate  at  5:00 p.m.,  New  York  City  time,  on  the  Revolving  Maturity  Date,  (ii)  the  Tranche  A  Term  Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Delayed  Draw  Funding  Deadline and  (iii)  each  Class  of  Commitments  established  pursuant  to  Section  2.22 or 2.23 shall terminate at the time specified therefor in the applicable Extension Agreement  or  Refinancing  Facility  Agreement.  The  Tranche  A  Term  Commitment  of  each  Lender  shall  automatically  reduce  upon  the  making  by  such  Lender  of  any  Tranche  A  Term  Loan  by  an  amount equal to the principal amount of such Loan.               (b)  The Company may at any time terminate, or from time to time permanently  reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            73    any  Class  shall  be  in  an  amount  that  is  an  integral  multiple  of  $1,000,000  and  not  less  than  $5,000,000 and (ii) the Company shall not terminate or reduce the Revolving Commitments if,  after giving effect to any concurrent prepayment of the Revolving Loans or Protective Advances  in  accordance  with  Section 2.11,  (A)  the  Aggregate  Revolving  Exposure  would  exceed  the  Aggregate Revolving Commitment or (B) the Revolving Exposure of any Lender would exceed  its Revolving Commitment.               (c)  The  Company  shall  notify  the  Administrative  Agent  of  any  election  to  terminate or reduce the Commitments under paragraph (b) of this Section at least three Business  Days prior to the effective date of such termination or reduction, specifying the effective date  thereof.  Promptly following receipt of any such notice, the Administrative Agent shall advise  the  Lenders  of  the  applicable  Class  of  the  contents  thereof.   Each  notice  delivered  by  the  Company pursuant to this Section shall be irrevocable; provided that a notice of termination or  reduction of the Commitments under paragraph (b) of this Section may state that such notice is  conditioned  upon  the  occurrence  of  one  or  more  events  specified  therein,  in  which  case  such  notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the  specified effective date) if such condition is not satisfied.  Any termination or reduction of the  Commitments  of  any  Class  shall  be  permanent.   Each  reduction  of  the  Commitments  of  any  Class under paragraph (b) of this Section shall be made ratably among the Lenders in accordance  with their respective Commitments of such Class.               SECTION 2.09.  Repayment of  Loans;  Evidence  of  Debt.  (a)  Each  Borrower  hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each  Lender the then unpaid principal amount of each Revolving Loan of such Lender made to such  Borrower on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of  each Lender the then unpaid principal amount of each Term Loan of such Lender made to such  Borrower  as  provided  in  Section 2.10  and  (iii)  to  the  Administrative Agent  the  then  unpaid  principal amount of each Protective Advance on the earlier of the Revolving Maturity Date and  demand by the Administrative Agent in respect of such Protective Advance.               (b)  The records maintained by the Administrative Agent and the Lenders shall be  prima facie evidence of the existence and amounts of the obligations of the Borrowers in respect  of the Loans, LC Disbursements, interest and fees due or accrued hereunder; provided that the  failure of the Administrative Agent or any Lender to maintain such records or any error therein  shall not in any manner affect the obligation of any Borrower to pay any amounts due hereunder  in accordance with the terms of this Agreement.               (c)  Any Lender may request that Loans of any Class made by it be evidenced by  a  promissory  note.   In  such  event,  each  Borrower  with  respect  to  such  Class  shall  prepare,  execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by  such  Lender,  to  such  Lender  and  its  registered  assigns) and  in  a form  approved  by  the  Administrative  Agent.   Thereafter,  the  Loans  evidenced  by  such  promissory  note  and  interest  thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by  one  or  more  promissory  notes  in  such  form  payable  to  the  payee  named  therein (or,  if  such  promissory note is a registered note, to such payee and its registered assigns).                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            74                (d)  On  each  Business  Day  while  a  Cash  Dominion  Period  is  in  effect,  the  Administrative Agent shall apply (except as provided in clause (ii) of Section 2.18(g)) any and  all  funds  credited  to  the  ABL  Collection  Account  on  such  Business  Day  or  the  immediately  preceding  Business  Day  (at  the  discretion  of  the  Administrative  Agent),  first,  to  prepay  any  Protective Advances that may be outstanding, second, to prepay the Revolving Borrowings and,  third, to cash collateralize outstanding LC Exposure in the manner provided in Section 2.05(i) (to  the extent such LC Exposure shall not have been theretofore cash collateralized in accordance  with such Section).  The Borrowers hereby direct the Administrative Agent to apply the funds  credited  to  the  ABL  Collection  Account  as  set  forth  above  and  authorize  the  Administrative  Agent  to  determine  the order  of  application  of  such  funds  as  among  the  individual  Protective  Advances  or  Revolving  Borrowings.   Each  prepayment  of  a  Revolving  Borrowing  shall  be  applied ratably to the Revolving Loans included in such Borrowing.  For the avoidance of doubt,  funds  used  to  prepay  Revolving  Borrowings  may  be  reborrowed,  subject  to  the  terms  and  conditions set forth herein.               SECTION 2.10.  Amortization  of  Term  Loans.  (a)   The  Company  shall  repay  Tranche  A  Term  Borrowings  on  the  first  Business  Day  after  the  last  day  of  each  December,  March, June and September, beginning with April 1, 2020 and ending with the last such day to  occur prior to the Tranche A Term Maturity Date, in an aggregate principal amount for each such  date equal to 5% of the sum of (i) the aggregate principal amount of the Tranche A Term Loans  made on the Effective Date and (ii) the aggregate principal amount of the Tranche A Term Loans  made after the Effective Date and prior to the Delayed Draw Funding Deadline (as such amounts  may be adjusted pursuant to paragraph (c) of this Section).               (b)  To the extent not previously paid, (i) all Tranche A Term Borrowings shall be  due and payable on the Tranche A Term Maturity Date and (ii) all the Term Borrowings of each  Class of Term Loans established pursuant to Section 2.22 or 2.23 shall be due and payable on the  Maturity  Date  established  therefor  in  the  applicable  Extension  Agreement  or  Refinancing  Facility Agreement.               (c)  Any prepayment of a Tranche A Term Borrowing pursuant to Section 2.11(a)  shall  be  applied  to  reduce  the  subsequent  scheduled  repayments  of  the  Tranche  A Term  Borrowings to be made pursuant to this Section in the manner specified by the Company in the  notice of prepayment relating thereto (or, if no such manner is specified in such notice, in direct  order of maturity).  Any other prepayment of a Tranche A Term Borrowing shall be applied to  reduce  the  subsequent  scheduled  repayments  of  the  Tranche  A  Term  Borrowings  to  be  made  pursuant  to  this  Section ratably  based  on  the  amount  of  such  scheduled  repayments.  Any  prepayment of any Class of Term Loans established pursuant to Section 2.22 or 2.23 shall be  applied to reduce the subsequent scheduled repayments of the Loans of such Class as shall be  specified in the applicable Extension Agreement or Refinancing Facility Agreement.               (d)  Prior  to  any  repayment  of  any  Term Borrowings  of  any  Class  under  this  Section, the applicable Borrower, or the Borrower Agent on its behalf, shall select the Borrowing  or Borrowings of the applicable Class to be repaid and shall notify the Administrative Agent by  telephone (confirmed by fax or e-mail) of such selection not later than 11:00 a.m., New York  City time, three Business Days before the scheduled date of such repayment.  Each repayment of  a Term Borrowing shall be applied ratably to the Loans included in the repaid Term Borrowing.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            75    Repayments  of  Term  Borrowings  shall  be  accompanied  by  accrued  interest  on  the  amounts  repaid.               SECTION 2.11.  Prepayment of Loans.  (a)  The Borrowers shall have the right at  any  time  and  from  time  to  time  to  prepay  any  Borrowing  in  whole  or  in  part,  subject  to  the  requirements of this Section.               (b)  If at any time the Aggregate Revolving Exposure exceeds the lesser of (i) the  Aggregate Revolving Commitment and (ii) the sum of (x) the Borrowing Base then in effect and  (y) the Protective Advances Exposure, then the Borrowers shall, until the amount of such excess  shall  have  been  eliminated,  first,  prepay  any  Protective  Advances  that  may  be  outstanding,  second, prepay the Revolving Borrowings and, third, cash collateralize outstanding LC Exposure  in the manner provided in Section 2.05(i).               (c)  In  the  event  and  on  each  occasion  that,  during  any  Cash  Dominion  Period,  any  Net  Proceeds  are  received  by  or  on  behalf  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  in  respect  of  any  Prepayment  Event,  the  Borrowers  shall,  on  the  day  such  Net  Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the  definition of such term, within three Business Days after such Net Proceeds are received), apply  such Net Proceeds, first, to prepay any Protective Advances that may be outstanding, second, to  prepay the Revolving Borrowings and, third, to cash collateralize outstanding LC Exposure in  the manner provided in Section 2.05(i), in each case until the earlier of all such Net Proceeds  having been so  applied or the Aggregate Revolving Exposure having been so  prepaid  or cash  collateralized  as  set  forth  above; provided that,  without  limiting  obligations  of  the  Borrowers  under  paragraph  (b)  of  this  Section,  the  Borrowers  shall  not  be  required  to  prepay  Revolving  Borrowings or cash collateralize outstanding LC Exposure under this paragraph on account of  any such Net Proceeds to the extent such Net Proceeds shall have been applied to prepay Term  Borrowings as required pursuant to paragraph (d) or (e) of this Section.               (d)  In the event and on each occasion that any Net Proceeds are received by or on  behalf  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  in  respect  of  any  Prepayment  Event,  the  Company  shall,  on  the  day  such  Net  Proceeds  are  received  (or,  in  the  case  of  a  Prepayment  Event  described  in  clause  (a)  or  (b)  of  the  definition  of  such  term,  within  three  Business  Days  after  such  Net  Proceeds  are  received),  prepay  Term  Borrowings  in  an  amount  equal to (i) in the case of any Prepayment Event described in clause (c) of the definition of such  term, the amount of such Net Proceeds and (ii) in the case of any Prepayment Event described in  clause  (a)  or  (b)  of  the  definition  of  such  term,  the  excess  of  (A)  the  amount  of  such  Net  Proceeds (but only to the extent such Net Proceeds constitute ABL Priority Collateral Proceeds)  over (ii) the amount, if any, of prepayments of Protective Advances and Revolving Borrowings  and  deposit  of  cash  collateral  in  respect  of  LC  Exposure  required  to  be  made  pursuant  to  paragraph (b) of this Section as a result of the occurrence of such Prepayment Event; provided  that, in the case of any Prepayment Event described in clause (a) or (b) of the definition of the  term “Prepayment Event”, if no Cash Dominion Period shall then be in effect and the Company  shall  deliver,  prior  to  the  date  of  the  required  prepayment,  to  the  Administrative  Agent  a  certificate of a Financial Officer of the Company to the effect that the Company intends to cause  such ABL Priority Collateral Proceeds from such event (or a portion thereof specified in such  certificate) to be applied within 180 days after receipt of such ABL Priority Collateral Proceeds                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            76    from such event to acquire real property, equipment or other tangible assets to be used in the  business of the Company or the other Subsidiaries, or to consummate any Permitted Acquisition  (or  any  other  acquisition  of  all  or  substantially  all  the  assets  of  (or  all  or  substantially  all  the  assets  constituting  a  business  unit,  division,  product  line  or  line  of  business  of)  any  Person)  permitted  hereunder,  and  certifying  that  no  Default  has  occurred  and  is  continuing,  then  no  prepayment  shall  be  required  pursuant  to  this  paragraph  in  respect  of  such  ABL  Priority  Collateral  Proceeds  from  such event  (or the portion  of such ABL Priority Collateral  Proceeds  specified  in  such  certificate,  if  applicable)  except  (x)  to  the  extent  of  any  such  ABL  Priority  Collateral Proceeds that have not been so applied by the end of such 180-day period (or within a  period of 90 days thereafter if by the end of such initial 180-day period the Company or one or  more other Subsidiaries shall have entered into an agreement with a third party to acquire such  real property, equipment or other tangible assets, or to consummate such Permitted Acquisition  or other acquisition, with such ABL Priority Collateral Proceeds), at which time a prepayment  shall be required in an amount equal to any such Net Proceeds that have not been so applied or  (y) if a Cash Dominion Period shall be in effect, at which time a prepayment shall be required in  an amount equal to any such ABL Priority Collateral Proceeds that have not been so applied.               (e)  In the event and on each occasion that any Designated Proceeds are received  by  or  on  behalf  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  in  respect  of  any  Designated  Proceeds Event,  the  Company  shall,  on  the  day  such  Designated  Proceeds  are  received (or, in the case of a Designated Proceeds Event described in clause (a) of the definition  of such term, within three Business Days after such Designated Proceeds are received), prepay  Term Borrowings in an amount equal to such Designated Proceeds; provided that (i) in the case  of any Designated Proceeds Event described in clause (a) of the definition of such term, if no  Cash Dominion Period shall then be in effect and the Company shall deliver, prior to the date of  the required prepayment, to the Administrative Agent a certificate of a Financial Officer of the  Company to the effect that the Company intends to cause the Designated Proceeds from such  event  (or  a  portion  thereof  specified  in  such  certificate)  to  be  applied  within  180  days  after  receipt of such Designated Proceeds to acquire real property, equipment or other tangible assets  to  be  used  in  the  business  of  the  Company  or  the  other  Subsidiaries,  or  to  consummate  any  Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or  substantially all the assets constituting a business unit, division, product line or line of business  of)  any  Person)  permitted  hereunder,  and  certifying  that  no  Default  has  occurred  and  is  continuing (it being understood and agreed that no such certificate may be delivered if it shall  have the effect of duplicating any reinvestment periods arising from any certificate theretofore  delivered  pursuant  to  the  definition  of  the  term  “Designated  Proceeds”),  then  no  prepayment  shall  be  required  pursuant  to  this  paragraph  in  respect  of  the  Designated  Proceeds  from  such  event  (or  the  portion  of  such  Designated  Proceeds  specified  in  such  certificate,  if  applicable)  except to the extent of any such Designated Proceeds that have not been so applied by the end of  such 180-day period (or within a period of 90 days thereafter if by the end of such initial 180-day  period the Company or one or more other Subsidiaries shall have entered into an agreement with  a third party to acquire such real property, equipment or other tangible assets, or to consummate  such Permitted Acquisition or other acquisition, with such Designated Proceeds), at which time a  prepayment shall be required in an amount equal to the Designated Proceeds that have not been  so  applied and  (ii)  so  long  as  no  Cash  Dominion  Period  shall  be  in  effect,  if  the  aggregate  amount of any prepayment of Term Borrowings required to be made pursuant to this paragraph                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            77    shall be less than $2,500,000, then such prepayment may, at the Company’s election but subject  to  paragraph  (f)  of  this  Section,  be  deferred  until  such  time  as  the  aggregate  amount  of  such  prepayment and any other prepayment of Term Borrowings required under paragraph (d) or (e)  of this Section is $2,500,000 or more.               (f)  In the event and on each occasion that, as a result of the receipt of any cash  proceeds by Murphy USA, the Company or any other Subsidiary in connection with any sale,  transfer, lease or other disposition of any asset or any other event, Murphy USA, the Company or  any  other  Loan  Party  would  be  required  by  the  terms  of  the  Senior  Note  Documents  (or  any  Refinancing Indebtedness in respect thereof) or any Subordinated Indebtedness to repay, prepay,  redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease,  any Senior Notes  (or such Refinancing Indebtedness) or any Subordinated Indebtedness, then,  prior to the time at which it would be required to make such repayment, prepayment, redemption,  repurchase or defeasance or to make such offer, the Company shall (i) prepay Term Borrowings  or (ii) acquire assets in one or more transactions permitted hereby, in each case in an amount that  would be needed to eliminate such requirement.               (g)  Prior  to  any  optional  or  mandatory  prepayment  of Borrowings  under  this  Section, the applicable Borrower, or the Borrower Agent on its behalf, shall, subject to the next  sentence, specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment  delivered pursuant to paragraph (g) of this Section.  In the event of any mandatory prepayment of  Term  Borrowings  made  at  a  time  when  Term  Borrowings  of  more  than  one  Class  remain  outstanding,  the  applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf,  shall  select  Term  Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among  the  Term  Borrowings  pro  rata  based  on  the  aggregate  principal  amounts  of  outstanding  Borrowings of each such Class; provided that the amounts so allocable to Term Loans of any  Class  other  than  the  Tranche  A  Term  Loans  may  be  applied  to  other  Term  Borrowings  as  provided in the applicable Extension Agreement or Refinancing Facility Agreement.                 (h)  The applicable Borrower, or the Borrower Agent on its behalf, shall notify the  Administrative Agent by telephone (confirmed by fax or e-mail) of any optional prepayment and,  to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a  Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days  before the date of prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later  than 11:00 a.m., New York City time, one Business Day before the date of prepayment.  Each  such notice shall be irrevocable and shall specify the prepayment date, the principal amount of  each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a  reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice  of  optional  prepayment  is  given  in connection  with  a  conditional  notice  of  termination  of  the  Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked  if  such  notice  of  termination  is  revoked  in  accordance  with  Section 2.08  and  (B)  a  notice  of  prepayment of Term Borrowings pursuant to paragraph (a) of this Section may state that such  notice is conditioned upon the occurrence of one or more events specified therein, in which case  such notice may be revoked by the applicable Borrower, or the Borrower Agent on its behalf (by  notice  to  the  Administrative  Agent  on  or  prior  to  the  specified  date  of  prepayment)  if  such  condition  is  not  satisfied.   Promptly  following  receipt  of  any  such  notice,  the  Administrative  Agent  shall  advise  the  Lenders  of  the  applicable  Class  of  the  contents  thereof.   Each  partial                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            78    prepayment of any Borrowing shall be in an amount that would be permitted in the case of an  advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to  apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing  shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be  accompanied by accrued interest to the extent required by Section 2.13.               SECTION 2.12.  Fees.  (a)  The  Borrowers  agree  to  pay  to  the  Administrative  Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the  Applicable  Commitment  Fee  Rate  on  the  average  daily  amount  of  the  unused  Revolving  Commitment  of  such  Lender  during  the  period  from  and  including  the  Effective  Date  to  but  excluding  the  date  on  which  such  Revolving  Commitment  terminates.  Accrued  commitment  fees shall be payable in arrears on the first Business Day following the last day of March, June,  September and December of each year and on the date on which the Revolving Commitments  terminate, commencing on the first such date to occur after the date hereof.  All commitment fees  shall be computed on the basis of a year of 360 days and shall be payable for the actual number  of days elapsed (including the first day but excluding the last day).  For purposes of computing  commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent  of  the  outstanding  Revolving  Loans  and  LC  Exposure  of  such  Lender  (and  the  Protective  Advances Exposure of such Lender shall be disregarded for such purpose).               (b)  Each Borrower agrees to pay (i) to the Administrative Agent for the account  of each Revolving Lender a participation fee with respect to its participations in the Letters of  Credit issued for the account of such Borrower, which shall accrue at the Applicable Revolving  Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily  amount  of  such  Lender’s  LC  Exposure  (excluding  any  portion  thereof  attributable  to  unreimbursed LC Disbursements) in respect of such Letters of Credit during the period from and  including  the  Effective  Date  to  but  excluding  the  later  of  the  date  on  which such  Lender’s  Revolving Commitment terminates and the date on which such Lender ceases to have any LC  Exposure, and (ii) to each Issuing Bank a fronting fee with respect to Letter of Credit issued by it  for the account of such Borrower, which shall accrue at the rate or rates per annum separately  agreed upon between the Company and such Issuing Bank on the average daily amount of the  LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion  thereof attributable to unreimbursed LC Disbursements) for the account of such Borrower during  the  period  from  and  including  the  Effective  Date  to  but  excluding  the  later  of  the  date  of  termination of the Revolving Commitments and the date on which there ceases to be any such  LC  Exposure,  as  well  as  such  Issuing  Bank’s  standard  fees  with  respect  to  the  issuance,  amendment or  extension  of  any  such  Letter  of  Credit  or and  other  processing  fees,  and  other  standard costs and charges, of such Issuing bank relating the Letters of Credit as from time to  time in effect.  Participation fees and fronting fees accrued through and including the last day of  March,  June,  September  and  December  of  each  year  shall  be  payable in  arrears on  the first  Business  Day following  such  last  day,  commencing  on the  first  such  date  to  occur  after  the  Effective Date; provided that all such fees shall be payable on the date on which the Revolving  Commitments  terminate  and  any  such  fees  accruing  after  the  date  on  which  the  Revolving  Commitments terminate shall be payable on demand.  Any other fees payable to an Issuing Bank  pursuant to this paragraph shall be payable within 10 days after demand.  All participation fees                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            79    and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for  the actual number of days elapsed (including the first day but excluding the last day).               (c)  The Company agrees to pay to the Administrative Agent, for its own account,  fees payable in the amounts and at the times separately agreed upon between the Company and  the Administrative Agent.               (d)  All  fees  payable  hereunder  shall  be  paid  on  the  dates  due,  in  immediately  available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to  it)  for  distribution,  in  the  case  of  commitment  fees  and  participation  fees,  to  the  Revolving  Lenders entitled thereto.  Fees paid shall not be refundable under any circumstances.               SECTION 2.13.  Interest.  (a)  The  Loans  comprising  each  ABR  Revolving  Borrowing and each Protective Advance shall bear interest at the Alternate Base Rate plus the  Applicable  Revolving  Rate.   The  Loans  comprising  each  ABR  Term  Borrowing  shall  bear  interest at the Alternate Base Rate plus the Applicable Term Rate.               (b)  The  Loans  comprising  each  Eurocurrency  Revolving  Borrowing  shall  bear  interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the  Applicable Revolving Rate.  The  Loans  comprising each  Eurocurrency  Term  Borrowing shall  bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus  the Applicable Term Rate.               (c)  Notwithstanding the foregoing, if any principal of or interest on any Loan or  any fee or other amount payable by any Borrower hereunder is not paid when due, whether at  stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as  well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any  Loan,  2%  per  annum  plus  the  rate  otherwise  applicable  to  such  Loan  as  provided  in  the  preceding  paragraphs  of  this  Section,  (ii)  in the  case  of  overdue  interest  on any  Loan  of  any  Class, 2% per annum plus the rate applicable to ABR Borrowings of such Class as provided in  paragraph (a) of this Section or (iii) in the case of any other overdue amount, 2% per annum plus  the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.               (d)  Accrued  interest  on  each  Loan  shall  be  payable  in  arrears  on  each  Interest  Payment Date for such Loan and, in the case of a Revolving Loan or a Protective Advance, upon  termination  of  the  Revolving  Commitments; provided that  (i)  interest  accrued  pursuant  to  paragraph (c) of this Section and interest accrued on any Protective Advance shall be payable on  demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment  of  an  ABR  Revolving  Loan  prior  to  the  end  of  the  Revolving  Availability  Period),  accrued  interest on the principal amount repaid or prepaid shall be payable on the date of such repayment  or prepayment and (iii) in the event of any conversion of a Eurocurrency Loan prior to the end of  the  current  Interest  Period  therefor,  accrued  interest  on  such  Loan  shall  be  payable  on  the  effective date of such conversion.               (e)  All interest hereunder shall be computed on the basis of a year of 360 days,  except that interest computed by reference to the Alternate Base Rate at times when the Alternate  Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            80    366 days in a leap year), and in each case shall be payable for the actual number of days elapsed  (including  the  first  day  but  excluding  the  last  day).   The  applicable  Alternate  Base  Rate  or  Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination  shall be conclusive absent manifest error.               SECTION 2.14.  Alternate Rate of Interest.                 (a)  If  prior  to  the  commencement  of  any  Interest  Period  for  a  Eurocurrency  Borrowing of any Class:               (i)  the Administrative Agent determines (which determination shall be conclusive        absent manifest error) that adequate and reasonable means do not exist for ascertaining        the  Adjusted  LIBO  Rate  for  such  Interest  Period (including  because  the  LIBO  Screen        Rate is not available or published on a current basis); or               (ii)  the Administrative Agent is advised by a Majority in Interest of the Lenders        of such Class that the Adjusted LIBO Rate for such Interest Period will not adequately        and fairly reflect the cost to such Lenders of making or maintaining their Loans included        in such Eurocurrency Borrowing for such Interest Period;   then the  Administrative  Agent  shall  give  notice  (which  may  be telephonic)  thereof  to  the  Company and the Lenders of such Class as promptly as practicable and, until the Administrative  Agent notifies the Company and the Lenders of such Class that the circumstances giving rise to  such notice no longer exist, (A) any Interest Election Request that requests the conversion of any  Borrowing of such Class to, or continuation of any Borrowing of such Class as, a Eurocurrency  Borrowing shall be ineffective, and such Borrowing shall be continued as an ABR Borrowing,  and (B) any Borrowing Request for a Eurocurrency Borrowing of such Class shall be treated as a  request for an ABR Borrowing.               (b)  If  at  any  time  the  Administrative  Agent  determines  (which  determination  shall be conclusive absent manifest error) that (i) the circumstances set forth in paragraph (a)(i)  of this Section have arisen (including because the LIBO Screen Rate is not available or published  on a current basis) and such circumstances are unlikely to be temporary or (ii) the circumstances  set  forth  in  paragraph  (a)(i)  of  this  Section  have  not  arisen  but  (w)  the  supervisor  for  the  administrator of the LIBO Screen Rate has made a public statement that the administrator of the  LIBO  Screen  Rate  is  insolvent  (and there  is  no  successor  administrator  that  will  continue  publication  of  the  LIBO  Screen  Rate),  (x)  the  supervisor  for  the  administrator  or  the  administrator of the LIBO Screen Rate has made a public statement identifying a specific date  after which the LIBO Screen Rate will permanently or indefinitely cease to be published (and  there is no successor administrator that will continue publication of the LIBO Screen Rate) or (y)  the  supervisor  for  the  administrator  of  the  LIBO  Screen  Rate  or  a  Governmental  Authority  having  jurisdiction  over  the  Administrative  Agent  has  made  a  public  statement  identifying  a  specific date after which the LIBO Screen Rate may no longer be used for determining interest  rates for loans, then the Administrative Agent and the Company shall endeavor in good faith to  establish an alternate rate of interest to the Adjusted LIBO Rate that gives due consideration to  the then prevailing market convention in the United States for determining a rate of interest for  syndicated  loans  denominated  in dollars  at  such  time,  and  the  Administrative  Agent  and  the                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            81    Company shall  enter  into  an  amendment  to  this  Agreement  to  reflect  such  alternate  rate  of  interest and such other related changes to this Agreement as may be applicable; provided that if  such alternative rate of interest shall be less than zero, such rate shall be deemed to be zero for  the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, such  amendment shall become effective without any further action or consent of any other party to  this Agreement so long as the Administrative Agent shall not have received, within five Business  Days of the date a copy of such amendment is provided to the Lenders, a written notice from the  Required  Lenders  stating  that  such  Required  Lenders  object  to  such  amendment.  Until  an  alternate rate of interest shall be determined in accordance with this paragraph (b) (but, in the  case of the circumstances described in clause (ii) of the first sentence of this paragraph (b) (in the  case of sub-clause (y) thereof, only prior to the applicable specified date), only to the extent the  LIBO Screen Rate for such Interest Period is not available or published at such time on a current  basis), (x)  any  Interest  Election  Request  that  requests  the  conversion  of  any  Borrowing  to,  or  continuation  of  any  Borrowing  as,  a  Eurocurrency  Borrowing  shall  be  ineffective,  and  such  Borrowing  shall  be  continued  as  an  ABR  Borrowing,  and  (y)  any  Borrowing  Request  for  a  Eurocurrency Borrowing shall be treated as a request for an ABR Borrowing.               SECTION 2.15.  Increased Costs.  (a)  If any Change in Law shall:               (i)  impose, modify or deem applicable any reserve, special deposit, compulsory        loan, insurance charge or similar requirement against assets of, deposits with or for the        account of, or credit extended or participated in by, any Lender (except any such reserve        requirement reflected in the Adjusted LIBO Rate) or Issuing Bank;                (ii)  impose on any Lender or Issuing Bank or the London interbank market any        other  condition,  cost  or  expense  (other  than  Taxes)  affecting  this  Agreement  or  Loans        made by such Lender or any Letter of Credit or participation therein; or               (iii)  subject  any  Recipient  to  any  Taxes  (other than  (A) Indemnified  Taxes,        (B) Taxes  described  in  clauses  (b)  through  (d)  of  the  definition  of  the  term  “Excluded        Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,        commitments  or  other  obligations,  or  its  deposits,  reserves,  other  liabilities  or  capital        attributable thereto;   and  the  result  of  any  of the  foregoing  shall  be  to  increase  the  cost  to  such  Lender  or  other  Recipient  of  making,  converting  to,  continuing  or  maintaining  any  Loan  or  of  maintaining  its  obligation to make any such Loan, or to increase the cost to such Lender, Issuing Bank or other  Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its  obligation to participate in or to issue any Letter of Credit or Protective Advance), or to reduce  the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient  hereunder  (whether  of  principal,  interest  or  any  other  amount)  then,  from  time  to  time  upon  request of such Lender, Issuing Bank or other Recipient, the Borrowers will pay to such Lender,  Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will  compensate  such  Lender,  Issuing  Bank  or  other  Recipient,  as  the  case  may  be,  for  such  additional costs or expenses incurred or reduction suffered.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            82                (b)  If any Lender or Issuing Bank determines that any Change in Law affecting  such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing  Bank’s holding company, if any, regarding capital or liquidity requirements has had or would  have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the  capital of such Lender’s or  Issuing Bank’s holding company, if any, as a consequence of this  Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters  of Credit or Protective Advances held by, such Lender, or the Letters of Credit issued by such  Issuing  Bank,  to  a  level  below  that  which  such  Lender  or  Issuing  Bank  or  such  Lender’s  or  Issuing Bank’s holding company could have achieved but for such Change in Law (taking into  consideration  such  Lender’s  or  Issuing  Bank’s  policies  and  the  policies  of  such  Lender’s  or  Issuing Bank’s holding company with respect to capital adequacy or liquidity), then, from time  to time upon request of such Lender or Issuing Bank, the Borrowers will pay to such Lender or  Issuing Bank, as the case may be, such additional amount or amounts as will compensate such  Lender  or  Issuing  Bank  or  such  Lender’s  or  Issuing  Bank’s  holding  company  for  any  such  reduction suffered.               (c)  A certificate of a Lender or Issuing Bank setting forth the amount or amounts  necessary to compensate such Lender or Issuing Bank or its holding company, as the case may  be,  as  specified  in  paragraph (a)  or  (b)  of  this  Section delivered  to  the  Company  shall  be  conclusive absent manifest error.  The Borrowers shall pay such Lender or Issuing Bank, as the  case  may  be,  the  amount  shown  as  due  on  any  such  certificate  within  10 days  after  receipt  thereof.               (d)  Failure  or  delay  on  the  part  of  any  Lender  or  Issuing  Bank  to  demand  compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing  Bank’s right to demand such compensation; provided that the Borrowers shall not be required to  compensate  a  Lender  or  Issuing  Bank  pursuant  to  this  Section for  any  increased  costs  or  expenses incurred or reductions suffered more than 270 days prior to the date that such Lender or  Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such  increased costs or expenses or reductions  and of such Lender’s or Issuing Bank’s intention to  claim  compensation  therefor; provided further that,  if  the  Change  in  Law  giving  rise  to  such  increased  costs  or  expenses  or  reductions  is  retroactive,  then  the  270-day  period  referred  to  above shall be extended to include the period of retroactive effect thereof.               SECTION 2.16.  Break Funding Payments.  In the event of (a) the payment of any  principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable  thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency  Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,  convert  or  continue  any  Eurocurrency  Loan  on  the  date  specified  in  any  notice  delivered  pursuant hereto, (d) the failure to prepay any Eurocurrency Loan on a date specified therefor in  any notice of prepayment given by a Borrower (whether or not such notice may be revoked in  accordance with the terms hereof) or (e) the assignment of any Eurocurrency Loan other than on  the  last  day  of  the  Interest  Period  applicable  thereto  as  a  result  of  a  request  by  the  Company  pursuant to Section 2.19, then, in any such event, the applicable Borrower shall compensate each  Lender for the loss, cost and expense attributable to such event.  Such loss, cost or expense to  any Lender shall be deemed to include an amount determined by such Lender to be the excess, if  any, of (i) the amount of interest that would have accrued on the principal amount of such Loan                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            83    had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such  Loan  (but  not  including  the  Applicable  Revolving  Rate  or  Applicable  Term  Rate  applicable  thereto), for the period from the date of such event to the last day of the then current Interest  Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that  would have been the Interest Period for such Loan), over (ii) the amount of interest that would  accrue on such principal amount for such period at the interest rate such Lender would bid if it  were to bid, at the commencement of such period, for dollar deposits of a comparable amount  and  period  from  other  banks  in  the  London  interbank  market.   The  Company  shall  also  compensate each Term Lender for the loss, cost and expense attributable to any failure by the  Company  to  deliver  a  timely  Interest  Election  Request  with  respect  to  a  Eurocurrency  Term  Loan.  A certificate of any Lender delivered to the Company and setting forth any amount or  amounts that such Lender is entitled to receive pursuant to this Section shall be conclusive absent  manifest error.  The applicable Borrower shall pay such Lender the amount shown as due on any  such certificate within 10 days after receipt thereof.                 SECTION 2.17.  Taxes.  (a)  Payments Free of Taxes.  Any and all payments by  or  on  account  of  any  obligation  of  any  Loan  Party  under  any  Loan  Document  shall  be  made  without deduction or withholding for any Taxes, except as required by applicable law.  If any  applicable law (as determined in the good faith discretion of an applicable withholding agent)  requires the deduction or withholding of any Tax from any such payment by a withholding agent,  then the applicable withholding agent shall be entitled to make such deduction or withholding  and  shall  timely  pay  the  full  amount  deducted  or  withheld  to  the  relevant  Governmental  Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the  sum  payable  by  the  applicable  Loan  Party  shall  be  increased  as  necessary  so  that  after  such  deduction or withholding has been made (including such deductions and withholdings applicable  to additional sums payable under this Section 2.17) the applicable Recipient receives an amount  equal to the sum it would have received had no such deduction or withholding been made.               (b)  Payment of Other Taxes by the Loan Parties.  The Loan Parties shall timely  pay to the relevant Governmental Authority in accordance with applicable law, or at the option  of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.                (c)  Evidence of Payment.  As soon as practicable after any payment of Taxes by  any  Loan  Party  to  a  Governmental  Authority  pursuant  to  this  Section,  such  Loan  Party  shall  deliver to the Administrative Agent the original or a certified copy of a receipt issued by such  Governmental Authority evidencing such payment, a copy of the return reporting such payment  or other evidence of such payment reasonably satisfactory to the Administrative Agent.               (d)  Indemnification  by  the  Loan  Parties.   The  Loan  Parties  shall  jointly  and  severally indemnify each Recipient, within 20 days after demand therefor, for the full amount of  any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to  amounts payable under this Section 2.17) payable or paid by such Recipient or required to be  withheld  or  deducted  from  a  payment  to  such  Recipient  and  any  reasonable  expenses  arising  therefrom  or  with  respect  thereto,  whether  or  not  such  Indemnified  Taxes  were correctly  or  legally imposed or asserted by the relevant Governmental Authority; provided, however, that the  Loan Parties shall not be obligated to indemnify such Recipient pursuant to this Section 2.17 in  respect of penalties, interest and other liabilities attributable to any Indemnified Taxes or Other                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            84    Taxes, if (i) written demand therefor has not been made by such Recipient within 180 days from  the date on which such Recipient knew of the imposition of Indemnified Taxes or Other Taxes  by  the  relevant  Governmental  Authority,  (ii)  such  penalties,  interest  and  other  liabilities  have  accrued  after  a  Loan  Party  has  indemnified  or  paid  any  additional  amount  pursuant  to  this  Section  2.17  or  (iii)  such  penalties,  interest  and  other  liabilities  are  attributable  to the  gross  negligence or willful misconduct of such Recipient, as determined by a final and nonappealable  judgment  of  a  court  of  competent  jurisdiction.  After  a  Recipient  learns  of  the  imposition  of  Indemnified Taxes or Other Taxes, such Recipient will act in good faith to promptly notify the  Loan  Parties  of  its  obligations  hereunder.   A  certificate  as  to  the  amount  of  such  payment  or  liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by  the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent  manifest error.               (e)  Indemnification by the Lenders.  Each Lender shall severally indemnify the  Administrative  Agent,  within  10  days  after  demand  therefor,  for  (i)  any  Indemnified  Taxes  attributable  to  such  Lender  (but  only  to  the  extent  that  the  Loan  Parties  have  not  already  indemnified  the  Administrative  Agent  for  such  Indemnified  Taxes  and  without  limiting  the  obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to  comply  with  the  provisions  of  Section  9.04(c)(ii)  relating  to  the  maintenance  of  a  Participant  Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable  or paid by the Administrative Agent in connection with any Loan Document, and any reasonable  expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or  legally  imposed  or  asserted  by  the  relevant  Governmental  Authority.   A  certificate  as  to  the  amount of such payment or liability delivered to any Lender by the Administrative Agent shall  be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to  set  off  and  apply  any  and  all  amounts  at  any  time  owing  to  such  Lender  under  any  Loan  Document  or  otherwise  payable  by  the  Administrative  Agent  to  the  Lender  from  any  other  source against any amount due to the Administrative Agent under this paragraph.               (f)  Status of Lenders.  (i)  Any Lender that is entitled to an exemption from or  reduction of withholding Tax with respect to payments made under any Loan Document shall  deliver to the applicable Borrower and the Administrative Agent, at the time or times reasonably  requested by such Borrower or the Administrative Agent, such properly completed and executed  documentation  reasonably  requested  by  such  Borrower  or  the  Administrative  Agent  as  will  permit such payments to be made without withholding or at a reduced rate of withholding.  In  addition, any Lender, if reasonably requested by the applicable Borrower or the Administrative  Agent,  shall  deliver  such  other  documentation  prescribed  by  applicable  law  or  reasonably  requested by such  Borrower or the Administrative Agent  as  will enable such Borrower or the  Administrative Agent to determine whether or not such Lender is subject to backup withholding  or  information  reporting  requirements.   Notwithstanding  anything  to  the  contrary  in  the  preceding  two  sentences,  the  completion,  execution  and  submission  of  such  documentation  (other than such documentation set forth in Sections 2.17(f)(ii)(A), (ii)(B) and (ii)(D)) shall not  be  required  if  in  the  Lender’s  reasonable  judgment  such  completion,  execution  or  submission  would subject  such  Lender to  any material  unreimbursed cost  or expense or would materially  prejudice the legal or commercial position of such Lender.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            85                (ii)  Without limiting the generality of the foregoing:                (A)  any  Lender  that  is  a  U.S.  Person  shall  deliver  to  the  Company  and  the        Administrative Agent on or prior to the date on which such  Lender becomes a Lender        under this Agreement (and from time to time thereafter upon the reasonable request of the        Company or the Administrative Agent), executed originals of IRS Form W-9 certifying        that such Lender is exempt from U.S. Federal backup withholding Tax;                (B)  any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to        the  Company  and  the  Administrative  Agent  (in  such  number  of  copies  as  shall  be        requested by the recipient) on or prior to the date on which such Foreign Lender becomes        a  Lender  under  this  Agreement  (and  from  time  to  time  thereafter  upon  the  reasonable        request  of  the  Company  or  the  Administrative  Agent),  whichever  of  the  following  is        applicable:                     (i)  in the case of a Foreign Lender claiming the benefits of an income tax              treaty to which the United States is a party (x) with respect to payments of interest              under  any  Loan  Document,  executed  originals  of  IRS  Form  W-8BEN  or  IRS              Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of,              U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty              and (y) with respect to any other applicable payments under any Loan Document,              IRS  Form  W-8BEN  or  IRS  Form  W-8BEN-E,  as  applicable,  establishing  an              exemption  from,  or  reduction  of,  U.S.  Federal  withholding  Tax  pursuant  to  the              “business profits” or “other income” article of such tax treaty;                     (ii)  executed originals of IRS Form W-8ECI;                     (iii)  in  the  case  of  a  Foreign  Lender  claiming  the  benefits  of  the              exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate              substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is              not  a  “bank”  within  the  meaning  of  Section  881(c)(3)(A)  of  the  Code,  a  “10              percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B)              of  the  Code,  or  a  “controlled  foreign  corporation”  described  in  Section              881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed              originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or                     (iv)  to the extent a Foreign Lender is not the beneficial owner, executed              originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form              W-8BEN  or  IRS  Form  W-8BEN-E,  as  applicable,  a  U.S.  Tax  Compliance              Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9,              and/or  other  certification  documents  from  each  beneficial  owner,  as  applicable;              provided that  if  the  Foreign  Lender  is  a  partnership  and  one  or  more  direct  or              indirect  partners  of  such  Foreign  Lender  are  claiming  the  portfolio  interest              exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate              substantially in the form of Exhibit I-4 on behalf of each such direct and indirect              partner;                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            86                (C)  any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to        the  Company  and  the  Administrative  Agent  (in  such  number  of  copies  as  shall  be        requested by the recipient) on or prior to the date on which such Foreign Lender becomes        a  Lender  under  this  Agreement  (and  from  time  to  time  thereafter  upon  the  reasonable        request  of  the  Company  or  the Administrative  Agent),  executed  originals  of  any  other        form prescribed by applicable law as a basis for claiming exemption from or a reduction        in  U.S.  Federal  withholding  Tax,  duly  completed,  together  with  such  supplementary        documentation as  may be prescribed by  applicable law to  permit  the  Borrowers or the        Administrative Agent to determine the withholding or deduction required to be made; and               (D)  if a payment made to a Lender under any Loan Document would be subject        to  U.S.  Federal  withholding  Tax  imposed  by FATCA  if  such  Lender  were  to  fail  to        comply with the applicable reporting requirements of FATCA (including those contained        in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the        Company and  the  Administrative  Agent  at  the  time  or  times  prescribed  by  law  and  at        such time or times reasonably  requested by  the Company or the  Administrative Agent        such  documentation  prescribed  by  applicable  law  (including  as  prescribed  by  Section        1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by        the Company or the Administrative Agent as may be necessary for the Company and the        Administrative Agent to comply with their obligations under FATCA and to determine        that  such  Lender  has  complied  with  such  Lender’s obligations  under  FATCA  or  to        determine the amount to deduct and withhold from such payment.  Solely for purposes of        this clause (D), “FATCA” shall include any amendments made to FATCA after the date        of this Agreement.   Each Lender agrees that if any form or certification it previously delivered expires or becomes  obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify  the Company and the Administrative Agent in writing of its legal inability to do so.                 (g)  Treatment of Certain Refunds.  If any party determines, in its sole discretion  exercised  in  good  faith,  that  it  has  received  a  refund  (in  cash  or  applied  as  an  offset  against  another  cash  Tax  liability  of  such  party)  of  any  Taxes  as  to  which  it  has  been  indemnified  pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this  Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to  the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving  rise  to  such  refund),  net  of  all  out-of-pocket  expenses  (including  Taxes)  of  such  indemnified  party and without interest (other than any interest paid by the relevant Governmental Authority  with  respect  to  such refund).  Such indemnifying party, upon the request  of such indemnified  party,  shall  repay  to  such  indemnified  party  the  amount  paid  over  pursuant  to  this  paragraph  (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in  the event  that  such  indemnified  party  is  required  to  repay  such  refund  to  such  Governmental  Authority.   Notwithstanding  anything  to  the  contrary  in  this  paragraph,  in  no  event  will  the  indemnified  party  be  required  to  pay  any  amount  to  an  indemnifying  party  pursuant  to  this  paragraph the payment of which would place the indemnified party in a less favorable net after- Tax position than the indemnified party would have been in if the Tax subject to indemnification  and giving rise to such refund had not been deducted, withheld or otherwise imposed and the  indemnification payments or additional amounts giving rise to such refund had never been paid.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            87    This paragraph shall not be construed to require any indemnified party to make available its Tax  returns  (or  any  other  information  relating  to  its  Taxes  that  it  deems  confidential)  to  the  indemnifying party or any other Person.                (h)  Defined Terms.  For purposes of this Section 2.17, the term “Lender” shall  include any Issuing Bank and the term ‘applicable law’ includes FATCA.                 (i)  Survival.  Each party’s  obligations  under this  Section 2.17 shall survive the  resignation or replacement of the Administrative Agent or any assignment of rights by, or the  replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or  discharge of all obligations under any Loan Document.               SECTION 2.18.  Payments  Generally;  Pro  Rata  Treatment;  Sharing  of  Setoffs.   (a)  Each Borrower shall make each payment required to be made by it hereunder or under any  other Loan Document prior to the time expressly required hereunder or under such other Loan  Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New  York  City  time),  on  the  date  when  due,  in  immediately  available  funds,  without  any  defense,  setoff, recoupment or counterclaim.  Any amounts received after such time on any date may, in  the  discretion  of  the  Administrative  Agent,  be  deemed  to  have  been  received  on  the  next  succeeding Business Day for purposes of calculating interest thereon.  All such payments shall  be made to such account as may be specified by the Administrative Agent, except that payments  required  to  be  made  directly  to  any  Issuing  Bank  shall  be  so  made,  payments  pursuant  to  Sections 2.15,  2.16,  2.17  and  9.03  shall  be  made  directly  to  the  Persons  entitled  thereto  and  payments pursuant to other Loan Documents shall be made to the Persons specified therein.  The  Administrative  Agent  shall  distribute  any  such  payment  received  by  it  for  the  account  of  any  other  Person  to  the  appropriate  recipient  promptly  following  receipt  thereof.   If  any  payment  under any Loan Document shall be due on a day that is not a Business Day, the date for payment  shall be extended to the next succeeding Business Day and, in the case of any payment accruing  interest, interest thereon shall be payable for the period of such extension.  All payments under  each Loan Document shall be made in dollars.               (b)  If  at  any  time  insufficient  funds  are  received  by  and  available  to  the  Administrative  Agent  to  pay  fully  all  amounts  of  principal,  unreimbursed  LC  Disbursements,  interest  and  fees  then  due  hereunder,  such  funds  shall  be  applied  towards  payment  of  the  amounts then due hereunder ratably among the parties entitled thereto, in accordance with the  amounts then due to such parties (or as  required in Section 2.09(d) or 2.18(g) if such Section  then applies).               (c)  If  any  Lender  shall,  by  exercising  any  right  of  setoff  or  counterclaim  or  otherwise,  obtain  payment  in  respect  of  any  principal  of  or  interest  on  any  of  its  Loans  or  participations in  LC Disbursements or Protective Advances  resulting in such Lender receiving  payment of a greater proportion of the aggregate amount of its Loans and participations in LC  Disbursements  and  Protective  Advances  and  accrued  interest  thereon  than  the  proportion  received by any other Lender, then the Lender receiving such greater proportion shall notify the  Administrative Agent of such fact and shall purchase (for cash at face value) participations in the  Loans and participations in LC Disbursements and Protective Advances of other Lenders to the  extent necessary so that the amount of all such payments shall be shared by the Lenders ratably                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            88    in accordance with the aggregate amounts of principal of and accrued interest on their Loans and  participations  in  LC  Disbursements  and  Protective  Advances; provided that  (i)  if  any  such  participations  are  purchased  and  all  or  any  portion  of  the  payment  giving  rise  thereto  is  recovered, such participations shall be rescinded and the purchase price restored to the extent of  such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to  apply to  any payment made by the Borrowers pursuant to and in accordance with the express  terms  of  this  Agreement  (for  the  avoidance  of  doubt,  as  in  effect  from  time  to  time)  or  any  payment obtained by a Lender as consideration for the assignment of or sale of a participation in  any of its Loans or participations in LC Disbursements or Protective Advances to any Person that  is an Eligible Assignee (as such term is defined from time to time).  Each Borrower consents to  the foregoing and agrees, to the extent it may effectively do so under applicable law, that any  Lender  acquiring  a  participation  pursuant  to  the  foregoing  arrangements  may  exercise  against  such Borrower rights of setoff and counterclaim with respect to such participation as fully as if  such Lender were a direct creditor of such Borrower in the amount of such participation.               (d)  Unless the Administrative Agent shall have received notice from a Borrower  prior to the date on which any payment is due to the Administrative Agent for the account of the  Lenders  or  Issuing  Banks  hereunder  that  such  Borrower  will  not  make  such  payment,  the  Administrative Agent may assume that such Borrower has made such payment on such date in  accordance  herewith  and  may,  in  reliance  upon  such  assumption,  distribute  to  the  Lenders  or  Issuing Banks, as the case may be, the amount due.  In such event, if such Borrower has not in  fact  made  such  payment,  then  each  of  the Lenders  or  Issuing  Banks,  as  the  case  may  be,  severally  agrees  to  repay  to  the  Administrative  Agent  forthwith  on  demand  the  amount  so  distributed to such Lender or Issuing Bank with interest thereon, for each day from and including  the  date  such  amount  is distributed  to  it  to  but  excluding  the  date  of  payment  to  the  Administrative  Agent,  at  the  greater  of  the NYFRB Rate  and  a  rate  determined  by  the  Administrative Agent in accordance with banking industry rules on interbank compensation.               (e)  If  any  Lender  shall fail  to  make  any  payment  required  to  be  made  by  it  hereunder  to  or  for  the  account  of  the  Administrative  Agent  or  any  Issuing  Bank,  then  the  Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i)  apply  any  amounts thereafter  received  by  the  Administrative  Agent  for  the  account  of  such  Lender to satisfy such Lender’s obligations in respect of such payment until all such unsatisfied  obligations have been discharged and/or (ii) hold any such amounts in a segregated account as  cash  collateral  for,  and  apply  any  such  amounts  to,  any  future  payment  obligations  of  such  Lender hereunder to or for the account of the Administrative Agent or any Issuing Bank, in each  case in such order as shall be determined by the Administrative Agent in its discretion.               (f)  In the event that any financial statements delivered under Section 5.01(a) or  5.01(b), or any Compliance Certificate delivered under Section 5.01(d), shall prove to have been  inaccurate, and such inaccuracy shall have resulted in the payment of any interest or fees at rates  lower than those that were in fact applicable for any period (based on the actual Total Leverage  Ratio), then, if such inaccuracy is discovered prior to the termination of the Commitments and  the repayment in full of the principal of all Loans and the reduction of the LC Exposure to zero,  the Borrowers shall pay to the Administrative Agent, for distribution to the Lenders (or former  Lenders) as their interests may appear, the accrued interest or fees that should have been paid but  were not paid as a result of such inaccuracy.                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            89                (g)  Any  proceeds  of  Collateral  received  by  the  Administrative  Agent  (i)  not  constituting either (A) a specific payment of principal, interest, fees or other sum payable under  the  Loan  Documents  (which  shall  be  applied  as specified  by  the  applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf),  (B)  a  mandatory  prepayment  (which  shall  be  applied  in  accordance with Section 2.11) or (C) amounts to be applied from the ABL Collection Account  during a Cash Dominion Period (which shall be applied in accordance with Section 2.09(d)) or  (ii)  at  a  time  when  an  Event  of  Default  has  occurred  and  is  continuing  if  the  Administrative  Agent so elects or the Required Lenders so direct, shall be applied ratably in the following order  (the  amounts  so  applied  pursuant  to  any  clause  set  forth  below  to  be  distributed  among  the  Persons entitled thereto pursuant to such clause pro rata in accordance with the aggregate unpaid  amounts referred to in such clause owed to them on the date of any such distribution):               first, to pay any fees, indemnities, expense reimbursements or other amounts then        due to the Administrative Agent and the Issuing Banks from the Borrowers (other than in        connection  with  Banking  Services  Obligations  or  Secured  Hedging  Agreement        Obligations),               second, to pay any fees, indemnities or expense reimbursements then due to the        Lenders from the Borrowers (other than in connection with Banking Services Obligations        or Secured Hedging Agreement Obligations),               third, to pay interest accrued on the Protective Advances,               fourth, to pay the principal of the Protective Advances,               fifth, to pay interest then due and payable on the Revolving Loans,               sixth,  to  pay  the  principal  of  the  Revolving  Loans  and  unreimbursed  LC        Disbursements,               seventh,  to  pay to  the  Administrative  Agent  an  amount  equal  to  105%  of  the        aggregate  LC  Exposure,  to  be  held  as  cash  collateral  for  such  Loan  Document        Obligations,               eighth, to pay any amounts owing with respect to Banking Services Obligations,               ninth,  to  pay  any  amounts  owing  with  respect  to  Secured  Hedging  Agreement        Obligations  up  to  the  amount  most  recently  provided  to  the  Administrative  Agent        pursuant to Section 2.25,               tenth, to pay interest then due and payable on the Term Loans,               eleventh, to pay principal of the Term Loans, with the amount of such prepayment        being applied to installments of the Term Loans in accordance with Section 2.10, and                twelfth, to the payment of any other Secured Obligation due to the Administrative        Agent, any Issuing Bank, any Lender or any other Secured Party.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            90    The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply  and reverse and reapply any and all such proceeds and payments to any portion of the Secured  Obligations.               SECTION 2.19.  Mitigation  Obligations;  Replacement  of Lenders.  (a)  If  any  Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any  Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for  the account of any Lender pursuant to Section 2.17, then such Lender shall (at the request of the  Company) use commercially reasonable efforts to designate a different lending office for funding  or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to  another of its offices, branches or Affiliates if, in the judgment of such Lender, such designation  or  assignment  and  delegation  (i)  would  eliminate  or  reduce  amounts  payable  pursuant  to  Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to  any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.   The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in  connection with any such designation or assignment and delegation.               (b)  If  (i)  any  Lender  requests  compensation  under  Section 2.15,  (ii)  the  Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or  any  Governmental  Authority for the  account  of any  Lender pursuant  to  Section 2.17, (iii) any  Lender  has  become  a  Defaulting  Lender,  (iv)  any  Lender  has  failed  to  consent  to  a  proposed  amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all  the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect  to  which  the  Required  Lenders  (or,  in  circumstances  where  Section 9.02  does  not  require  the  consent of the Required Lenders, a Majority in Interest of the Lenders of the affected Class) shall  have granted their consent, or (v) any Revolving Lender has failed to agree to be an Extending  Lender  in  respect  of  any  Extension  Offer  with  respect  to  which  a  Majority  in  Interest  of  the  Revolving  Lenders  (giving  effect  to  the  consent  of  any  Lenders  that  will  agree to  replace  Revolving  Lenders  that  are  not  Extending  Lenders)  shall  have  granted  their  consent,  then  the  Company may, at its sole expense and effort, upon notice to such Lender and the Administrative  Agent,  require  such  Lender  to  assign  and  delegate,  without  recourse  (in  accordance  with  and  subject  to  the  restrictions  contained  in  Section 9.04),  all  its  interests,  rights  (other  than  its  existing  rights  to  payments  pursuant  to  Section  2.15  or  2.17)  and  obligations  under  this  Agreement and the other Loan Documents (or, in the case of any such assignment and delegation  resulting from a failure to provide a consent or become an Extending Lender, all its interests,  rights  and  obligations  under  this  Agreement  and  the  other  Loan  Documents  as  a  Lender  of  a  particular Class)  to  an  Eligible  Assignee  that  shall  assume  such  obligations  (which  may  be  another  Lender,  if  a  Lender  accepts  such  assignment  and  delegation); provided that  (A)  the  Company  shall  have  received  the  prior  written  consent  of  the  Administrative  Agent  (and,  in  circumstances  where  its  consent  would  be  required  under  Section  9.04,  each  Issuing  Bank),  which consent shall not unreasonably be withheld, (B) such Lender shall have received payment  of an amount equal to the outstanding principal of its Loans and, if applicable, participations in  LC Disbursements and Protective Advances, accrued interest thereon, accrued fees and all other  amounts  payable  to  it  hereunder  (if  applicable,  in  each  case  only  to  the  extent  such  amounts  relate  to  its  interest  as  a  Lender of  a  particular  Class)  from  the  assignee  (in  the  case  of  such  principal  and  accrued  interest  and  fees)  or  the  applicable  Borrowers  (in  the  case  of  all  other                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            91    amounts),  (C) in  the  case  of  any  such  assignment  and  delegation  resulting  from  a  claim  for  compensation  under  Section 2.15  or  payments  required  to  be  made  pursuant  to  Section 2.17,  such  assignment  will  result  in  a  reduction  in  such  compensation  or  payments,  (D)  such  assignment does  not  conflict  with  applicable law, (E) in  the case of  any  such assignment  and  delegation resulting from the failure to provide a consent as contemplated by clause (iv) above,  the assignee shall have given such consent and, as a result of such assignment and delegation and  any  contemporaneous  assignments  and  delegations  and  consents,  the  applicable  amendment,  waiver, discharge or termination can be effected, and (F) in the case of any such assignment and  delegation  resulting  from  the  failure  to  become  an  Extending  Lender,  the  assignee  shall  have  become an Extending Lender and the applicable Extension Permitted Amendment will become  effective substantially contemporaneously with such assignment and delegation.  A Lender shall  not  be required to  make any such assignment and delegation if, prior thereto,  as  a  result of a  waiver  or  consent  by  such  Lender  or  otherwise,  the  circumstances  entitling  the  Company  to  require such assignment and delegation have ceased to apply.  Each party hereto agrees that an  assignment and delegation required pursuant to  this paragraph may be effected pursuant to an  Assignment  and  Assumption  executed  by  the  Company,  the  Administrative  Agent  and  the  assignee  and  that  the  Lender  required  to  make  such  assignment  and  delegation  need  not  be  a  party thereto.               SECTION 2.20.  Defaulting  Lenders.  Notwithstanding  any  provision  of  this  Agreement  to  the  contrary,  if  any  Lender  becomes  a  Defaulting  Lender,  then  the  following  provisions shall apply for so long as such Lender is a Defaulting Lender:               (a)  commitment fees shall cease to accrue on the unused amount of the Revolving        Commitment of such Defaulting Lender pursuant to Section 2.12(a);               (b)  the  Commitment, Revolving  Exposure and  Term  Loans of  such  Defaulting        Lender  shall  not  be  included  in  determining  whether  the  Required  Lenders,  the        Supermajority Lenders, a Majority in Interest of any Class or any other requisite Lenders        have  taken  or  may  take  any  action  hereunder  or  under  any  other  Loan  Document        (including  any  consent  to  any  amendment,  waiver  or  other  modification  pursuant  to        Section 9.02); provided that any amendment, waiver or other modification requiring the        consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided        in  Section  9.02,  require  the  consent  of  such  Defaulting  Lender  in  accordance  with  the        terms hereof;               (c)  if any Protective Advances Exposure or LC Exposure exists at the time any        Revolving Lender becomes a Defaulting Lender then:                     (i)  the Protective Advances  Exposure  of  such  Defaulting  Lender  (other              than any portion thereof with respect to which such Defaulting Lender shall have              funded its participation as contemplated by Section 2.04(b)) or the LC Exposure              of  such  Defaulting  Lender  (other  than  any  portion  thereof  attributable  to              unreimbursed  LC  Disbursements  with  respect  to  which  such  Defaulting  Lender              shall  have  funded  its  participation  as  contemplated by  Sections  2.05(d)  and              2.05(f))  shall  be  reallocated  among  the  Non-Defaulting  Revolving  Lenders  in              accordance  with  their  respective  Applicable  Percentages  but  only  to  the  extent                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            92                that (A) the sum of all Non-Defaulting Revolving Lenders’ Revolving Exposures              after  giving  effect  to  such  reallocation  would  not  exceed  the  sum  of  all  Non-             Defaulting  Revolving  Lenders’  Revolving  Commitments and  (B)  after  giving              effect to any such reallocation, no Non-Defaulting Revolving Lender’s Revolving              Exposure shall exceed its Revolving Commitment;                     (ii)  if  the  reallocation  described  in  clause  (i)  above  cannot,  or  can  only              partially,  be  effected,  the  Borrowers  shall  within  one  Business  Day  following              notice  by  the  Administrative  Agent  (A)  first,  prepay  the  portion  of  such              Defaulting  Lender’s  Protective  Advances  Exposure  (other  than  any  portion              thereof  referred  to  in  the  parenthetical  in  such  clause  (i))  that  has  not  been              reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks              the  portion  of  such  Defaulting  Lender’s  LC  Exposure  (other  than  any  portion              thereof  referred  to  in  the  parenthetical  in  such  clause  (i))  that  has  not  been              reallocated in  accordance with the procedures set forth in Section 2.05(i) for so              long as such LC Exposure is outstanding;                     (iii)  if  a  Borrower  cash  collateralizes  any  portion  of  such  Defaulting              Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be              required to pay participation fees to such Defaulting Lender pursuant to Section              2.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure for              so long as such Defaulting Lender’s LC Exposure is cash collateralized;                     (iv)  if  any  portion  of  the  LC  Exposure  of  such  Defaulting  Lender  is              reallocated  pursuant  to  clause  (i)  above,  then  the  fees  payable  to  the  Lenders              pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted to give effect to such              reallocation; and                     (v)  if all or any portion of such Defaulting Lender’s LC Exposure that is              subject to reallocation pursuant to clause (i) above is neither reallocated nor cash              collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any              rights  or  remedies  of  any  Issuing  Bank  or  any  other  Lender  hereunder,  all              participation fees payable under Section 2.12(b) with respect to such Defaulting              Lender’s  LC  Exposure shall  be  payable  to  the  Issuing  Banks  (and  allocated              among  them  ratably  based  on  the  amount  of  such  Defaulting  Lender’s  LC              Exposure attributable to Letters of Credit issued by each Issuing Bank) until and              to the extent that such LC Exposure is reallocated and/or cash collateralized; and               (d)  so  long as  such Revolving  Lender is  a Defaulting  Lender, no  Issuing  Bank        shall be required to issue, amend or extend any Letter of Credit, unless, in each case, it is        satisfied  that  the  related  exposure  and  the  Defaulting  Lender’s  then  outstanding  LC        Exposure will be fully  covered by the Revolving Commitments  of the  Non-Defaulting        Revolving Lenders and/or cash collateral provided by the Borrowers in accordance with        Section  2.20(c),  and  participating  interests  in  any  Protective  Advance or  in  any  such        issued, amended or extended Letter of Credit will be allocated among the Non-Defaulting        Revolving Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting        Lender shall not participate therein).                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            93                In  the  event  that  (x)  a  Bankruptcy  Event  with  respect  to  a  Lender  Parent  shall  have occurred following the date hereof, and for so long as such Bankruptcy Event shall continue  or  (y)  any  Issuing  Bank  has  a  good  faith  belief  that  any  Revolving  Lender  has  defaulted  in  fulfilling its obligations under one or more other agreements in which such Lender commits to  extend credit, such Issuing Bank shall not be required to issue, amend or extend any Letter of  Credit, unless such Issuing Bank shall have entered into arrangements with Murphy USA and the  applicable Borrower, or the Borrower Agent on its behalf, or the applicable Revolving Lender  satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder.               In the event that the Administrative Agent, Murphy USA, the Company and, in  the  case  of  any  Revolving  Lender, each  Issuing  Bank  each  agree  (such  agreement  not  to  be  unreasonably withheld or delayed) that a Defaulting Lender has adequately remedied all matters  that caused such Lender to be a Defaulting Lender, then such Lender shall thereupon cease to be  a Defaulting Lender (but shall not be entitled to receive any fees accrued during the period when  it was a Defaulting Lender, and all amendments, waivers or modifications effected without its  consent in accordance with the provisions of Section 9.02 and this Section during such period  shall  be  binding  on  it) and,  in  the  case  of  a  Revolving Lender, the  LC  Exposure  and  the  Protective  Advances  Exposure  of  the  Revolving  Lenders  shall  be  readjusted  to  reflect  the  inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase  at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent  shall  determine  may  be  necessary  in  order  for  such  Revolving  Lender  to  hold  such  Loans  in  accordance with its Applicable Percentage.               The rights and remedies against, and with respect to, a Defaulting Lender under  this Section 2.20 are in addition to, and cumulative and not in limitation of, all other rights and  remedies that the Administrative Agent and each Lender or any Loan Party may at any time have  against, or with respect to, such Defaulting Lender.               SECTION 2.21.  Incremental Revolving  Commitments.  (a)  The  Company  may  on  one  or  more  occasions,  by  written  notice  to  the  Administrative  Agent,  request  the  establishment,  during  the  Revolving  Availability  Period,  of  Incremental  Revolving  Commitments, provided that the  aggregate  amount  of  all  the  Incremental  Revolving  Commitments  established  hereunder  during  the  term  of  this  Agreement  shall  not  exceed  $150,000,000. Each such notice shall specify (i) the date on which the Company proposes that  the Incremental Revolving Commitments shall be effective, which shall be a date not less than  10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after  the date on which such notice is delivered to the Administrative Agent, and (ii) the amount of the  Incremental  Revolving  Commitments being  requested  (it  being  agreed  that  (A)  any  Lender  approached to provide any Incremental Revolving Commitment may elect or decline, in its sole  discretion,  to  provide  such  Incremental  Revolving  Commitment  and  (B)  any  Person  that  the  Company  proposes  to become  an Incremental  Revolving  Lender,  if  such  Person  is  not  then a  Lender, must be an Eligible Assignee and must be approved by the Administrative Agent and  each Issuing Bank (such approval not to be unreasonably withheld)).               (b)  The terms and conditions of any Incremental Revolving Commitment and the  Loans  and  other  extensions  of  credit  to  be  made  thereunder  shall  be  identical  to  those  of  the  Revolving Commitments and Revolving Loans and other extensions of credit made thereunder,                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            94    and shall be treated as a single Class with such Revolving Commitments and Revolving Loans;  provided that, if the Company determines to increase the interest rate or fees payable in respect  of  Incremental  Revolving  Commitments  or  Loans  and  other  extensions  of  credit  made  thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the  other  Revolving  Commitments  or  Revolving  Loans  and  other  extensions  of  credit  made  thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect  of  such  Incremental  Revolving  Commitments  or  Loans  and  other  extensions  of  credit  made  thereunder,  as  the  case  may  be; provided further that  the  Company,  at  its  election,  may  pay  upfront or closing fees with respect to Incremental Revolving Commitments without paying such  fees with respect to the other Revolving Commitments.                (c)  The Incremental Revolving Commitments shall be effected pursuant to one or  more Incremental Facility Agreements executed and delivered by Murphy USA, the Borrowers,  each Incremental  Revolving  Lender providing  such Incremental  Revolving  Commitments,  the  Administrative  Agent  and each  Issuing  Bank; provided that  no Incremental  Revolving  Commitments  shall  become  effective  unless  (i)  on  the  date  of  effectiveness  thereof,  both  immediately  prior  to  and  immediately  after  giving  effect  to  such Incremental  Revolving  Commitments (and assuming that the full amount of such Incremental Revolving Commitments  shall have been funded as Loans on such date), no Default shall have occurred and be continuing  (disregarding any Default that would arise as a result of any portion of the assumed Borrowings  on  such  date  exceeding  the  Borrowing  Base  then  in  effect),  (ii)  on  the  date  of  effectiveness  thereof  and  after  giving  effect  to  the  making  of  Loans  and  issuance  of  Letters  of  Credit  thereunder to be made on such date, the representations and warranties of each Loan Party set  forth in the Loan Documents shall be true and correct (A) in the case of the representations and  warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in  each case on and as of such date, except in the case of any such representation and warranty that  expressly relates to a prior date, in which case such representation and warranty shall be so true  and correct on and as of such prior date, (iii) the Borrowers shall make any payments required to  be made pursuant to Section 2.16 in connection with such Incremental Revolving Commitments  and the related transactions under this Section and (iv) Murphy USA and the Borrowers shall  have delivered to  the Administrative Agent  such legal  opinions,  board  resolutions,  secretary’s  certificates,  officer’s  certificates  and  other  documents  as  shall  reasonably  be  requested  by  the  Administrative  Agent in  connection  with  any  such  transaction.   Each  Incremental  Facility  Agreement may, without the consent of any Lender, effect such amendments to this Agreement  and  the  other  Loan  Documents  as  may  be  necessary  or  appropriate,  in  the  opinion  of  the  Administrative Agent, to give effect to the provisions of this Section.               (d)  Upon  the  effectiveness  of  an Incremental  Revolving  Commitment of  any  Incremental Revolving Lender, (i) such Incremental Revolving Lender shall be deemed to be a  “Lender”  (and  a  Lender  in  respect  of  Commitments  and  Loans  of  the  applicable  Class)  hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders  (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall  be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in  respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan  Documents, (ii) such Incremental Revolving Commitment shall constitute (or, in the event such  Incremental  Revolving  Lender already  has  a  Revolving  Commitment,  shall  increase)  the                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            95    Revolving  Commitment  of  such Incremental  Revolving  Lender and  (iii)  the  Aggregate  Revolving  Commitment  shall  be  increased  by  the  amount  of  such  Incremental  Revolving  Commitment, in each case, subject to further increase or reduction from time to time as set forth  in the definition of the term “Revolving Commitment”.  For the avoidance of doubt, upon the  effectiveness  of  any  Incremental  Revolving  Commitment,  the Revolving  Exposures  and  the  Applicable  Percentages  of  all  the  Revolving  Lenders  shall  automatically  be  adjusted  to  give  effect thereto.               (e)  On  the  date  of  effectiveness  of  any  Incremental  Revolving  Commitments,  (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving  Borrowings”)  immediately  prior  to  the  effectiveness  of  such  Incremental  Revolving  Commitments shall be deemed to be repaid, (ii) each  Incremental Revolving Lender that shall  have  had  a  Revolving  Commitment  prior  to  the  effectiveness  of  such  Incremental  Revolving  Commitments shall pay to the Administrative Agent in same day funds an amount equal to the  difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after  giving effect  to the effectiveness  of such  Incremental  Revolving Commitments) multiplied by  (2) the  aggregate  amount  of  the  Resulting  Revolving  Borrowings  (as  hereinafter  defined)  and  (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to  the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate  amount  of  the  Existing  Revolving  Borrowings,  (iii) each  Incremental  Revolving  Lender  that  shall  not  have  had  a  Revolving  Commitment  prior  to  the  effectiveness  of  such  Incremental  Revolving Commitments shall pay to Administrative Agent in same day funds an amount equal  to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the  effectiveness  of  such  Incremental  Revolving Commitments)  multiplied  by  (2) the  aggregate  amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the  funds  specified  in  clauses (ii)  and  (iii) above,  the  Administrative  Agent  shall  pay  to  each  Revolving  Lender  the  portion  of  such  funds  that  is  equal  to  the  difference  between  (A) the  product  of  (1) such  Lender’s  Applicable  Percentage  (calculated  without  giving  effect  to  the  effectiveness  of  such  Incremental  Revolving  Commitments)  multiplied  by  (2) the  aggregate  amount  of  the  Existing  Revolving  Borrowings,  and  (B) the  product  of  (1) such  Lender’s  Applicable  Percentage  (calculated  after  giving  effect  to  the  effectiveness  of  such  Incremental  Revolving  Commitments)  multiplied  by  (2) the  aggregate  amount  of  the  Resulting  Revolving  Borrowings,  (v) after  the  effectiveness  of  such  Incremental  Revolving  Commitments,  the  Borrowers shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving  Borrowings”) in an aggregate amount equal to the aggregate amount of the Existing Revolving  Borrowings  and  of  the  Types  and  for  the  Interest  Periods  specified  in  Borrowing  Requests  delivered  by  each  Borrower  that  shall  have  any  Existing  Revolving  Borrowings  to  the  Administrative  Agent  in  accordance  with  Section 2.03  (and  each  applicable  Borrower,  or  the  Borrower  Agent  on  its  behalf,  shall  deliver  such  Borrowing  Request),  (vi) each  Revolving  Lender  shall  be  deemed  to  hold  its  Applicable  Percentage  of  each  Resulting  Revolving  Borrowing  (calculated  after  giving  effect  to  the  effectiveness  of  such  Incremental  Revolving  Commitments) and (vii) each applicable Borrower shall pay each Revolving Lender any and all  accrued but unpaid interest on its  Loans comprising the Existing Revolving Borrowings.  The  deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall  be subject to compensation by the applicable Borrower pursuant to the provisions of Section 2.16                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            96    if the date of the effectiveness of such Incremental Revolving Commitments occurs other than on  the last day of the Interest Period relating thereto.               (f)  The Administrative Agent shall notify the Lenders promptly upon receipt by  the Administrative Agent of any notice from the Company referred to in Section 2.21(a) and of  the effectiveness of any Incremental Revolving Commitments, in each case advising the Lenders  of the details thereof and of the Applicable Percentages of the Revolving Lenders after giving  effect thereto and of the assignments required to be made pursuant to Section 2.21(e).               SECTION 2.22.  Extension  Offers.  (a)  The  Company  may  on  one  or  more  occasions,  by  written  notice  to  the  Administrative  Agent,  make  one  or  more  offers  (each,  an  “Extension  Offer”)  to  all  the  Lenders  of  one  or  more  Classes  (each  Class  subject  to  such  an  Extension  Offer,  an  “Extension  Request  Class”)  to  make  one  or  more  Extension  Permitted  Amendments  pursuant  to  procedures  reasonably  specified  by  the  Administrative  Agent  and  reasonably acceptable to the Company.  Such notice shall set forth (i) the terms and conditions of  the  requested  Extension  Permitted  Amendment  and  (ii)  the  date  on  which  such  Extension  Permitted Amendment is requested to become effective (which shall not be less than 10 Business  Days or more than 30 Business Days after the date of such notice, unless otherwise agreed to by  the Administrative Agent).  Extension Permitted Amendments shall become effective only with  respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept  the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any  Extending  Lender,  only  with  respect  to  such  Lender’s  Loans  and  Commitments  of  such  Extension Request Class as to which such Lender’s acceptance has been made.               (b)  An  Extension  Permitted  Amendment  shall  be  effected  pursuant  to  an  Extension  Agreement  executed  and  delivered  by  (i)  in  the  case  of  an  Extension  Permitted  Amendment in respect of any Class of Term Loans, Murphy USA, the Company, each applicable  Extending Lender and the Administrative Agent, and (ii) in the case of an Extension Permitted  Amendment  in  respect  of  Revolving  Commitments,  Murphy  USA,  the  Borrowers,  each  applicable  Extending  Lender,  a  Majority  in  Interest  of  the  Revolving  Lenders  and  the  Administrative Agent; provided that no Extension Permitted Amendment shall become effective  unless (i) no Default shall have occurred and be continuing on the date of effectiveness thereof,  (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set  forth in the Loan Documents shall be true and correct (A) in the case of the representations and  warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in  each case on and as of such date, except in the case of any such representation and warranty that  specifically relates to an earlier date, in which case such representation and warranty shall be so  true and correct on and as of such earlier date, and (iii) Murphy USA and the Borrowers shall  have delivered to  the Administrative Agent  such legal  opinions,  board  resolutions,  secretary’s  certificates,  officer’s  certificates  and  other  documents  as  shall  reasonably  be  requested  by  the  Administrative Agent in connection therewith.  The Administrative Agent shall promptly notify  each Lender as to the effectiveness of each Extension Agreement.  Each Extension Agreement  may, without the consent of any Lender other than the applicable Extending Lenders, effect such  amendments  to  this  Agreement  and  the  other  Loan  Documents  as  may  be  necessary  or  appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this  Section, including any amendments necessary to treat the applicable Loans and/or Commitments  of the accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            97    in  the  case  of  any  Extension  Offer  relating  to  Revolving  Commitments  or  Revolving  Loans,  except  as  otherwise  agreed  to  by  each  Issuing  Bank  and  the  Administrative  Agent,  (i)  the  allocation of the participation exposure with respect to any then-existing or subsequently issued  or  made  Letter  of  Credit  or  Protective  Advance  as  between  the  commitments  of  such  new  “Class” and the remaining Revolving Commitments shall be made on a ratable basis as between  the commitments of such new “Class” and the remaining Revolving Commitments and (ii) the  Revolving  Availability  Period  and  the  Revolving  Maturity  Date,  as  such  terms  are  used  in  reference to Letters of Credit issued by any Issuing Bank, may not be extended without the prior  written  consent  of  such  Issuing  Bank;  and provided further that  in  the  case  of  any  Extension  Offer relating to Revolving Commitments or Revolving Loans, the Company shall have the right  to replace any Revolving Lender that does not agree to become an Extending  Lender with an  Eligible Assignee that will agree to be an Extending Lender as provided in Section 2.19(b).               SECTION 2.23.  Refinancing Provisions for the Term Facility.  (a)  The Company  may,  on  one  or  more  occasions,  by  written  notice  to  the  Administrative  Agent,  request  the  establishment  hereunder  of  one  or  more  additional  Classes  of  term  loan  commitments  (the  “Refinancing  Term  Loan  Commitments”)  pursuant  to  which  each  Person  providing  such  a  commitment  (a  “Refinancing  Term  Lender”)  will  make  term  loans  to  the  Company  (the  “Refinancing  Term  Loans”); provided that  each  Refinancing  Term  Loan  Lender  shall  be  an  Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to the  Administrative Agent.                 (b)  The Refinancing Term Loan Commitments shall be effected pursuant to one  or  more  Refinancing  Facility  Agreements  executed  and  delivered  by  Murphy  USA,  the  Company, each Refinancing Term Lender providing such Refinancing Term Loan Commitment  and  the  Administrative  Agent; provided that  no  Refinancing  Term  Loan  Commitments  shall  become  effective  unless  (i) no  Default  shall  have  occurred  and  be  continuing  on  the  date  of  effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties  of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of  the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in  all  material  respects,  in  each  case  on  and  as  of  such  date,  except  in  the  case  of  any  such  representation  and  warranty  that  specifically  relates  to  an  earlier  date,  in  which  case  such  representation  and  warranty  shall  be  so  true  and  correct  on  and  as  of  such  earlier  date,  (iii)  Murphy  USA  and  the  Company  shall  have  delivered  to  the  Administrative  Agent  such  legal  opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as  shall  reasonably  be  requested  by  the  Administrative  Agent  in  connection  with  any  such  transaction, and (iv) substantially concurrently with the effectiveness thereof, the Company shall  obtain  Refinancing  Term  Loans  thereunder  and  shall  repay  or  prepay  then  outstanding  Term  Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such  Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest  with  respect  to  such  outstanding  Term  Borrowings  and  any  reasonable  fees,  premium  and  expenses  relating  to  such  refinancing)  (and  any  such  prepayment  of  Term  Borrowings  of  any  Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of  such  Class  to  be  made  pursuant  to  Section 2.10  on  a  pro  rata  basis  and,  in  the  case  of  a  prepayment of Eurocurrency Term Borrowings, shall be subject to Section 2.16).                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            98                (c)  The  Refinancing  Facility Agreement  shall  set  forth,  with  respect  to  the  Refinancing Term Loan Commitments established thereby and the Refinancing Term Loans and  other extensions of credit to be made thereunder, to the extent applicable, the following terms  thereof:   (i) the  designation  of  such  Refinancing  Term  Loan  Commitments  and  Refinancing  Term  Loans  as  a new “Class” for all purposes  hereof, (ii) the stated termination and maturity  dates  applicable  to  the  Refinancing  Term  Loan  Commitments  or  Refinancing  Term  Loans  of  such Class, provided that such stated termination and maturity dates shall not be earlier than the  latest Maturity Date then in effect, (iii) any amortization applicable thereto and the effect thereon  of any prepayment of such Refinancing Term Loans; provided that the weighted average life to  maturity  of  such  Refinancing  Term  Loans  shall  be  no  shorter  than  the  remaining  weighted  average  life  to  maturity  (determined  at  the  time  of  the  borrowing  if  such  Refinancing  Term  Loans) of the Term Borrowings being refinanced thereby, (iv) the interest rate or rates applicable  to the Refinancing Term Loans of such Class, (v) the fees applicable to the Refinancing Term  Loan Commitment or Refinancing Term Loans  of such Class, (vi) any original issue discount  applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing  Term  Loans  of  such  Class,  (viii)  any  voluntary  or  mandatory  commitment  reduction  or  prepayment  requirements  applicable  to  Refinancing  Term  Loan  Commitments  or  Refinancing  Term Loans of such Class (which prepayment requirements, in the case of any Refinancing Term  Loans,  may  provide  that  such  Refinancing  Term  Loans  may  participate  in  any  mandatory  prepayment  on  a  pro  rata  basis  with  the  Tranche  A  Term  Loans,  but  may  not  provide  for  prepayment requirements that are more favorable to the Lenders holding such Refinancing Term  Loans than to the Lenders holding Tranche A Term Loans) and any restrictions on the voluntary  or  mandatory  reductions  or  prepayments  of  Refinancing  Term  Loan  Commitments  or  Refinancing Term Loans of such Class and (ix) any financial covenant with which Murphy USA  and the Borrowers shall be required to comply (provided that any such financial covenant for the  benefit  of  any  Class  of  Refinancing  Term  Lenders  shall  also  be  for  the  benefit  of  all  other  Lenders).  Except as contemplated by the preceding sentence, the terms of the Refinancing Term  Loan Commitments and Refinancing Term Loans shall be substantially the same as the terms of  the Tranche A Term Commitments and the Tranche A Term Loans.  The Administrative Agent  shall  promptly  notify  each  Lender  as  to  the  effectiveness  of  each  Refinancing  Facility  Agreement.  Each Refinancing Facility Agreement may, without the consent of any Lender other  than the applicable Refinancing Term Lenders, effect such amendments to this Agreement and  the  other  Loan  Documents  as  may  be  necessary  or  appropriate,  in  the  opinion  of  the  Administrative Agent, to give effect to the provisions of this Section, including any amendments  necessary to treat the applicable Refinancing Term Loan Commitments and Refinancing Term  Loans as a new “Class” of loans and/or commitments hereunder.  For the avoidance of doubt,  each Lender may elect or decline, in its sole discretion, to become a Refinancing Term Lender.               SECTION 2.24.  Additional  Borrowing  Subsidiaries.  After  the  Effective  Date,  the Company may designate any Domestic Subsidiary of the Company that is not an Excluded  Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing  Subsidiary  Joinder  Agreement  under  which  such  Subsidiary  becomes  a  Borrowing  Subsidiary  and  the  Loan  Parties  reaffirm  their guarantees,  pledges,  grants  and  other  commitments  and  obligations under the Credit Agreement and Security Documents, executed by such Subsidiary,  the Company and the other Loan Parties, together with all documentation and other information  about  such  Subsidiary,  including  a  Beneficial  Ownership  Certification,  as  shall  have  been                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                            99    reasonably  requested  by  the  Administrative  Agent  or  any  Lender,  pursuant  to administrative  procedures  specified  by  the  Administrative  Agent  to  the  Lenders  in  connection  with  such  designation,  that  they  reasonably  determine  is  required  by  bank  regulatory  authorities  under  applicable “know your customer” and anti-money laundering rules and regulations, including the  USA PATRIOT Act and the Beneficial Ownership Regulation, and upon such delivery thereof to  the  Administrative  Agent, and  the  acknowledgement  by  the  Administrative  Agent, such  Subsidiary shall for all  purposes  of this  Agreement  be a party to  and a  Borrowing Subsidiary  under this Agreement.  Upon the execution by the Company and delivery to the Administrative  Agent of a Borrowing Subsidiary Termination with respect to any Borrowing Subsidiary, such  Subsidiary  shall  cease  to  be  a  Borrowing  Subsidiary; provided that  no  Borrowing  Subsidiary  Termination shall become effective as to any Borrowing Subsidiary (other than to terminate its  right  to  make  further  Borrowings  or  obtain  Letters  of  Credit  under  this  Agreement) until  all  Loans made to the terminated Borrowing Subsidiary have been repaid, no Letter of Credit issued  for  the  account  of  such  terminated  Borrowing  Subsidiary  shall  remain  outstanding  and all  amounts  payable  by  such  terminated  Borrowing  Subsidiary  in  respect  of  LC  Disbursements,  interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any  other amounts payable by the terminated Borrowing Subsidiary under any Loan Document) have  been paid in full, unless the obligations of such Borrowing Subsidiary in respect of such Loan or  Letter  of  Credit  shall  have  been  assumed,  by  a  written  agreement  in  form  and  substance  reasonably satisfactory to the Administrative Agent, by another Borrower.  In the event that any  Borrowing Subsidiary shall cease to be a Subsidiary, the Company will promptly execute and  deliver to the Administrative Agent a Borrowing Subsidiary Termination terminating its status as  a Borrowing Subsidiary, subject to the proviso in the immediately preceding sentence. Promptly  following  receipt  of  any Borrowing  Subsidiary Joinder  Agreement  or  Borrowing  Subsidiary  Termination, the Administrative Agent shall send a copy thereof to each Lender.                SECTION 2.25.  Hedging Agreements.  In addition to the notice and information  required by the definition of Secured Hedging Agreement Obligations, each Lender or Affiliate  thereof having any Hedging Agreement with Murphy USA or any Subsidiary the obligations in  respect of which constitute Secured Hedging Agreement Obligations is authorized from time to  time  to  deliver  to  the  Administrative  Agent,  and  the  Administrative  Agent  is  authorized  from  time to time to request from any such Lender or Affiliate thereof, a summary of the amounts due  or  to  become  due  in  respect  of  such  Secured  Hedging  Agreement  Obligations.   The  Administrative  Agent  shall  be  entitled  to  use  the  most  recent  information  provided  to  it  in  determining  the  amounts  to  be  applied  in  respect  of  such  Secured  Hedging  Agreement  Obligations pursuant to Section 2.18(g).                                    ARTICLE III                                                                     Representations and Warranties               Each of Murphy USA and the Company represents and warrants to the Lenders  that:               SECTION 3.01.  Organization;  Powers.  Murphy  USA,  the  Company  and  each  other Subsidiary is duly organized, validly existing and (to the extent the concept is applicable in  such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           100    power and authority  and all material  Governmental Approvals  required for the ownership and  operation of its properties and the conduct of its business as now conducted and as proposed to  be conducted and, except where the failure to do so, individually or in the aggregate, could not  reasonably be expected to result in a Material Adverse Effect, is qualified to do business, and is  in good standing, in every jurisdiction where such qualification is required.                 SECTION 3.02.  Authorization;  Enforceability.  The  Transactions  to  be  entered  into by each Loan Party are within such Loan Party’s corporate or other organizational powers  and have been duly authorized by all necessary corporate or other organizational and, if required,  stockholder  or  other  equityholder  action  of  each  Loan  Party.   This  Agreement  has  been  duly  executed and delivered by Murphy USA and the Company and constitutes, and each other Loan  Document to which any Loan Party is to be a party, when executed and delivered by such Loan  Party, will constitute, a legal, valid and binding obligation of Murphy USA, the Company or the  applicable Loan Party, as the case may be, enforceable against it in accordance with its terms,  subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting  creditors’ rights generally and to general principles of equity, regardless of whether considered in  a proceeding in equity or at law.               SECTION 3.03.  Governmental  Approvals;  Absence  of  Conflicts.  The  Transactions (a) do not require any consent or approval of, registration or filing with or any other  action by any Governmental Authority, except (i) such as have been obtained or made and are in  full  force  and  effect  and  (ii)  filings  necessary  to  perfect  Liens  created  under  the  Loan  Documents,  (b) will not  violate any applicable law, including any order of any Governmental  Authority, except to the extent any such violations, individually or in the aggregate, could not  reasonably be expected to result in a Material Adverse Effect, (c) will not violate the charter, by- laws or other organizational documents of Murphy USA, the Company or any other Subsidiary,  (d) will not violate or result (alone or with notice or lapse of time, or both) in a default under any  indenture  or  other  agreement  or  instrument  binding  upon  Murphy  USA,  the  Company  or  any  other Subsidiary or any of their respective assets, or give rise to a right thereunder to require any  payment,  repurchase  or  redemption  to be  made  by  Murphy  USA,  the  Company  or  any  other  Subsidiary, or give rise to a right of, or result in, any termination, cancellation, acceleration or  right of renegotiation of any obligation thereunder, in each case except, other than in the case of  the Senior Notes Documents, to the extent that the foregoing, individually or in the aggregate,  could not reasonably be expected to result in a Material Adverse Effect, and (e) except for Liens  created under the Loan Documents, will not result in the creation or imposition of any Lien on  any asset of Murphy USA, the Company or any other Subsidiary.               SECTION 3.04.  Financial Condition; No Material Adverse Change.  (a)  Murphy  USA has heretofore furnished to the Lenders (i) its consolidated balance sheet as of December  31, 2018 and the related consolidated statements of income, cash flows and changes in equity for  the fiscal year ended December 31, 2018, audited by and accompanied by the opinion of KPMG  LLP, independent registered public accounting firm, and (ii) its unaudited consolidated balance  sheet as at the end of, and related statements of income and cash flows for, the fiscal quarter and  the  portion  of  the  fiscal  year  ended March 31,  2019  and  June  30,  2019.   Such  financial  statements present fairly, in all material respects, the financial position, results of operations and  cash  flows  of Murphy  USA, the Company  and the Subsidiaries as  of such dates and for such                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           101    periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence  of certain footnotes in the case of the statements referred to in clause (ii) above.               (b)  Except as disclosed in the financial statements referred to above or the notes  thereto, after giving effect to the Transactions, none of Murphy USA, the Company or any other  Subsidiary has, as of the Effective Date, any material contingent liabilities, unusual long-term  commitments or unrealized losses.               (c)  Since  December  31,  2018,  there  has  been  no  event  or  condition  that  has  resulted, or could reasonably be expected to result, in a material adverse change in the business,  assets, liabilities, operations or condition (financial or otherwise) of Murphy USA, the Company  and the other Subsidiaries, taken as a whole.               (d)  The  projections  of  Murphy  USA  and  the  Subsidiaries  for  the  fiscal  years  ending December  31,  2019 and  to  and  including  the  fiscal  year  ending  December  31,  2023,  provided  to the Lenders prior  to  the  Effective  Date  (the  “Projections”)  have  been  prepared  in  good faith based upon estimates and assumptions that were believed by Murphy USA and the  Company to be reasonable at the time made and are believed by Murphy USA and the Company  to be reasonable on the Effective Date, it being understood and agreed that the Projections are  not  a  guarantee of financial or other performance and actual results  may differ therefrom  and  such differences may be material.               SECTION 3.05.  Properties.  (a)  Murphy  USA,  the  Company  and  each  other  Subsidiary  has  good  title  to,  or  valid  leasehold  interests  in,  all  its  property  material  to  its  business,  except for  minor  defects  in  title  that  do  not  interfere  with  its  ability  to  conduct  its  business as currently conducted or to utilize such properties for their intended purposes.               (b)  Murphy USA, the Company and each other Subsidiary owns, or is licensed to  use, all patents, trademarks, copyrights, licenses, technology, software, domain names and other  intellectual property that is necessary for the conduct of its business as currently conducted, and  proposed to be conducted, and without conflict with the rights of any other Person, except to the  extent any such conflict, individually or in the aggregate, could not reasonably be expected to  result in  a Material  Adverse Effect.  No patents, trademarks,  copyrights, licenses,  technology,  software, domain names or other intellectual property used by Murphy USA, the Company or  any  other  Subsidiary  in  the  operation  of  its  business  infringes  upon  the  rights  of  any  other  Person,  except  for  any  such  infringements  that,  individually  or  in  the  aggregate,  could  not  reasonably be expected to result in a Material Adverse Effect.  No claim or litigation regarding  any  patents,  trademarks,  copyrights,  licenses,  technology,  software,  domain  names  or  other  intellectual property owned or used by Murphy USA, the Company or any other Subsidiary is  pending or, to the knowledge of Murphy USA, the Company or any other Subsidiary, threatened  against  Murphy  USA,  the  Company  or  any  other  Subsidiary  that,  individually or  in  the  aggregate, could reasonably be expected to result in a Material Adverse Effect.                 SECTION 3.06.  Litigation and Environmental Matters.  (a)  There are no actions,  suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to  the  knowledge  of  Murphy  USA,  the  Company  or  any  other  Subsidiary,  threatened  against  or  affecting  Murphy  USA,  the  Company  or  any  other  Subsidiary  that  (i) could  reasonably  be                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           102    expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) involve  any of the Loan Documents or the Transactions.               (b)  Except with respect to any matters that, individually or in the aggregate, could  not  reasonably  be  expected  to  result  in  a  Material  Adverse  Effect,  none  of  Murphy  USA,  the  Company or any  other  Subsidiary (i) has  failed  to  comply  with  any Environmental  Law or to  obtain,  maintain  or  comply  with  any  permit,  license  or  other  approval  required  under  any  Environmental Law, (ii) is subject to any Environmental Liability, (iii) has received notice of any  claim with respect to any Environmental Liability or (iv) knows of any fact, incident, event or  condition that could reasonably be expected to form the basis for any Environmental Liability.               SECTION 3.07.  Compliance with Laws and Agreements; Anti-Corruption Laws  and Sanctions.  (a)  Murphy USA, the Company and each other Subsidiary is in compliance with  all laws, including all orders of Governmental Authorities, applicable to it or its property and all  indentures, agreements and other instruments binding upon it or its property, except where the  failure to comply, individually or in the aggregate, could not reasonably be expected to result in a  Material Adverse Effect.  No Default has occurred and is continuing.               (b)  Murphy USA, the Company and the other Subsidiaries and, to the knowledge  of Murphy USA and the Company, their respective directors, officers, employees and agents, are  in  compliance  with  Anti-Corruption  Laws  and  applicable  Sanctions  in  all  material  respects.   None of (i) Murphy USA, the Company or any other Subsidiary or, to the knowledge of Murphy  USA  or  the  Company,  any  of  their  respective  directors,  officers  or  employees,  or  (ii)  to  the  knowledge of Murphy USA or the Company, any agent of Murphy USA, the Company or any  other Subsidiary that will act in any capacity in connection with or benefit from the credit facility  established hereby, is a Sanctioned Person.                 SECTION 3.08.  Investment  Company  Status.  None  of  Murphy  USA,  the  Company  or  any  other Loan  Party is  an  “investment  company”  as  defined  in,  or  subject  to  regulation under, the Investment Company Act of 1940.               SECTION 3.09.  Taxes.  Murphy USA, the Company and each other Subsidiary  has timely filed or caused to be filed all Tax returns and reports required to have been filed and  has paid or caused to be paid all Taxes required to have been paid by it, except where (a) (i) the  validity  or  amount  thereof  is  being  contested  in  good  faith  by  appropriate  proceedings,  (ii)  Murphy USA, the Company or such Subsidiary, as applicable, has set aside on its books reserves  with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends  collection of the contested obligation and the enforcement of any Lien securing such obligation  or (b) the failure to do so could not, individually or in the aggregate, reasonably be expected to  result in a Material Adverse Effect.               SECTION 3.10.  ERISA.  No  ERISA  Events  have  occurred  or  are  reasonably  expected  to  occur  that  could,  in  the  aggregate,  reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.   The  Company  and  each ERISA  Affiliate  is  in  compliance  in  all  material  respects with the presently applicable provisions of ERISA and the Code with respect to each  Plan. Neither the Company nor any ERISA Affiliate has (a) sought a waiver of the minimum  funding standard under Section 412 of the Code in respect of any Plan, (b) failed to make any                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           103    contribution  or  payment  to  any  Plan  or  Multiemployer  Plan,  or  made  any  amendment  to  any  Plan, that has resulted or could result in the imposition of a Lien or the posting of a bond or other  security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other  than a liability to the PBGC for premiums under Section 4007 of ERISA that are not past due.               SECTION 3.11.  Subsidiaries  and  Joint  Ventures;  Disqualified  Equity  Interests.   (a)  Schedule 3.11 sets forth, as of the Effective Date, the name and jurisdiction of organization  of, and the percentage of each class of Equity Interests owned by Murphy USA, the Company or  any other Subsidiary in, (i) each Subsidiary and (ii) each joint venture in which Murphy USA,  the Company or any other Subsidiary owns any Equity Interests, and identifies each Designated  Subsidiary.   The  Equity  Interests  in  each  Subsidiary  have  been  duly  authorized  and  validly  issued and are fully paid and non-assessable.  Except as set forth on Schedule 3.11, as of the  Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to  which Murphy USA, the Company or any other Subsidiary is a party requiring, and there are no  Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would  require, the issuance by the Company or any other Subsidiary of any additional Equity Interests  or other securities exercisable for, convertible into, exchangeable for or evidencing the right to  subscribe for or purchase any Equity Interests in any Subsidiary.                 (b)  As of the Effective Date, there are not  any outstanding Disqualified Equity  Interests in Murphy USA or in any Subsidiary.                SECTION 3.12.  Insurance.  Schedule  3.12  sets  forth  a  description  of  all  insurance maintained by or on behalf of Murphy USA, the Company and the other Subsidiaries  as of the Effective Date.               SECTION 3.13.  Solvency.  Immediately  after  the  making  of  each  Loan  on  the  occasion of each Borrowing and the application of the proceeds thereof, and giving effect to the  rights of subrogation and contribution under the Collateral Agreement, (a) the fair value of the  assets  of  each  Loan  Party  will  exceed  its  debts  and  liabilities,  subordinated,  contingent  or  otherwise, (b) the present fair saleable value of the assets of each Loan Party will be greater than  the amount that will be required to pay the probable liability on its debts and other liabilities,  subordinated, contingent  or otherwise, as  such debts  and other liabilities become absolute and  matured, (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent  or otherwise, as such debts and liabilities become absolute and matured and (d) each Loan Party  will  not  have  unreasonably  small  capital  with  which  to  conduct  the  business  in  which  it  is  engaged, as such business is conducted at the time of and is proposed to be conducted following  the making of such Loan.               SECTION 3.14.  Disclosure.  Murphy USA and the Company have disclosed to  the  Lenders  all  agreements,  instruments  and  corporate  or  other  restrictions  to  which  Murphy  USA, the Company or any other Subsidiary is subject, and all other matters known to Murphy  USA  or  the  Company,  that,  individually  or  in  the  aggregate,  could  reasonably  be  expected  to  result in a Material Adverse Effect.  Neither the Lender Presentation nor any of the other reports,  financial statements, certificates or other information furnished by or on behalf of Murphy USA,  the Company or any other Subsidiary to the Administrative Agent, any Arranger or any Lender  in connection with the negotiation of this Agreement or any other Loan Document or furnished                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           104    hereunder or thereunder, when taken as a whole, contains any material misstatement of fact or  omits  to  state  any  material  fact  necessary  to  make  the  statements  therein,  in  the  light  of  the  circumstances  under  which  they  were  made,  not  misleading; provided that,  with  respect  to  forecasts or projected financial information, each of Murphy USA and the Company represents  only that such information was prepared in good faith based upon assumptions believed by it to  be  reasonable  at  the  time  made  and  at  the  time  so  furnished  and,  if  furnished  prior  to  the  Effective Date, as of the Effective Date (it being understood that such forecasts and projections  may vary from actual results and that such variances may be material).               SECTION 3.15.  Collateral Matters.  (a)  The Collateral Agreement will, subject  to the delivery of the Reaffirmation Agreement, continue to create in favor of the Administrative  Agent,  for  the  benefit  of  the  Secured  Parties,  a  valid  and  enforceable  security  interest  in  the  Collateral  (as  defined  therein)  and  (i) when  the  Collateral  (as  defined  therein)  constituting  certificated  securities  (as  defined  in  the Uniform  Commercial  Code)  is  delivered  to  the  Administrative Agent, together with instruments of transfer duly endorsed in blank, the security  interest created under the Collateral Agreement will constitute (or, in the case of such Collateral  as was delivered prior to the Effective Date, will continue to constitute) a fully perfected security  interest  in  all  right,  title  and  interest  of  the  pledgors  thereunder  in  such  Collateral,  prior  and  superior in right to any other Person but subject to the Permitted Intercreditor Agreement, and  (ii) subject to the financing statements in appropriate form having been filed in the applicable  filing offices, the security interest created under the Collateral Agreement will constitute (or, in  the case of such financing statements as were so filed prior to the Effective Date, will continue to  constitute) a fully perfected security interest in all right, title and interest of the Loan Parties in  the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing  Uniform Commercial Code financing  statements, prior and superior to  the rights  of  any other  Person,  except  for  rights  secured  by  Liens  permitted  under  Section 6.02  but  subject  to  the  Permitted Intercreditor Agreement.               (b)  Each  Security  Document,  other  than  any  Security  Document  referred  to  in  paragraph (a) of this Section, upon execution and delivery thereof by the parties thereto and the  making of the filings and taking of the other actions provided for therein, will (or, in the case of  such Security Documents delivered prior to the Effective Date, will, subject to the delivery of the  Reaffirmation Agreement, continue to) be effective under applicable law to create in favor of the  Administrative  Agent,  for  the  benefit  of  the  Secured  Parties,  a  valid  and  enforceable  security  interest in the Collateral subject thereto, and will constitute a fully perfected security interest in  all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior  to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02  but subject to the Permitted Intercreditor Agreement.               SECTION 3.16.  Federal  Reserve  Regulations.  None  of  Murphy  USA,  the  Company or any other Subsidiary is engaged or will engage principally or as one of its important  activities  in  the  business  of  purchasing  or  carrying  margin  stock  (within  the  meaning  of  Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or  carrying margin stock.  No part of the proceeds of the Loans will be used, directly or indirectly,  for  any  purpose  that  entails  a  violation  (including  on  the  part  of  any  Lender)  of  any  of  the  regulations of the Board of Governors, including Regulations U and X.  Not more than 25% of  the value of the assets subject to any restrictions on the sale, pledge or other disposition of assets                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           105    under this Agreement, any other Loan Document or any other agreement to which any Lender or  Affiliate of a Lender is party will at any time be represented by margin stock.                                    ARTICLE IV                                                                             Conditions               SECTION 4.01.  Effective Date.  The amendment and restatement of the Existing  Credit  Agreement  in  the  form  of  this  Agreement  and  the  obligations  of  the  Lenders  to  make  Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective  until  the  date  on  which  each  of  the  following  conditions  shall  be  satisfied  (or  waived  in  accordance with Section 9.02):               (a)  The  Administrative  Agent  shall  have  received (i) from  each  party  hereto        either (A) a counterpart of this Agreement signed on behalf of such party or (B) evidence        satisfactory  to  the  Administrative  Agent  (which  may  include  a  facsimile  transmission)        that such party has signed a counterpart of this Agreement, and the Lenders party hereto        on the Effective Date shall constitute the Required Lenders under, and as defined in, the        Existing Credit Agreement and (ii) from each Loan Party, either (A) a counterpart of the        Reaffirmation  Agreement  signed  on  behalf  of  such  Loan Party  or  (B)  evidence        satisfactory  to  the  Administration  Agent  (which  may  include  a  facsimile  transmission)        that such Loan Party has signed a counterpart of the Reaffirmation Agreement.               (b)  The  Administrative  Agent  shall  have  received  a  favorable  written  opinion        (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the        Effective Date) of each of (i) Davis Polk & Wardwell LLP, counsel for the Loan Parties,        and  (ii)  counsel  for the  Loan  Parties in  Delaware,  in  each  case  in  form  and  substance        reasonably satisfactory to the Administrative Agent.               (c)  The  Administrative  Agent  shall  have  received  such  documents  and        certificates as the Administrative Agent shall reasonably have requested relating to the        organization, existence and good standing of  each  Loan Party, the authorization of the        Transactions  and  any  other  legal  matters  relating  to  the  Loan  Parties,  the  Loan        Documents or the Transactions, all in form and substance reasonably satisfactory to the        Administrative Agent.               (d)  The  Administrative  Agent  shall  have  received  a  certificate,  dated  the        Effective Date and signed by the chief executive officer or the chief financial officer of        each of Murphy USA and the Company, confirming compliance with the conditions set        forth in the first sentence of paragraph (g) of this Section and in paragraphs (a) and (b) of        Section 4.02.               (e)  The  Lenders  shall  have  received  all  documentation  and  other  information        about  the Loan  Parties,  including  Beneficial  Ownership  Certifications,  as  have  been        reasonably requested by the Administrative Agent or any Lender in writing at least five        days prior to the Effective Date and that they reasonably determine is required by bank        regulatory authorities under applicable “know your customer” and anti-money laundering                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           106          rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership        Regulation.               (f)  The Administrative Agent shall have received all fees and other amounts due        and payable on or prior to the Effective Date, including, to the extent invoiced, payment        or reimbursement of all fees and expenses (including fees, charges and disbursements of        counsel) required to be paid or reimbursed by any Loan Party under any Loan Document        or any other written agreement entered into by Murphy USA or the Company with the        Administrative Agent or any Arranger.               (g)  The  Collateral  and  Guarantee  Requirement  shall  have  been  satisfied.   The        Administrative  Agent  shall  have  received the  results  of  a  search  of  the  Uniform        Commercial  Code  (or  equivalent)  filings  made  with  respect  to  the  Loan  Parties  in  the        jurisdictions  contemplated  by  the  perfection  certificate  (as  supplemented  by  each        supplemental  perfection  certificate)  required to  have been delivered under the  Existing        Credit  Agreement  and  copies  of  the  financing  statements  (or  similar  documents)        disclosed  by  such  search  and  evidence  reasonably  satisfactory  to  the  Administrative        Agent that the Liens indicated by such financing statements (or similar documents) are        permitted under Section 6.02 or that such financing statements and Liens have been, or        substantially  contemporaneously  with  the  effectiveness  of  the  amendment  and        restatement of the Existing Credit Agreement to be in the form of this Agreement will be,        terminated and released.               (h)   The  Administrative  Agent  shall  have  received  a  certificate,  dated  the        Effective Date and signed by the chief financial officer of each of Murphy USA and the        Company,  as  to  the  solvency  of  the  Loan  Parties  on  a  consolidated  basis  after  giving        effect  to  the  Transactions,  in  form  and  substance  reasonably  satisfactory  to  the        Administrative Agent.               (i)  The  Administrative  Agent  shall  have  received  a  completed  Borrowing  Base        Certificate,  which  shall  set  forth  information  required  therein  as  of July 31,  2019 and        shall be dated the Effective Date and signed by a Financial Officer of each of Murphy        USA and the Company.               (j)  The principal of and accrued and unpaid interest on all outstanding loans and        letter of credit disbursements under the Existing Credit Agreement, and all accrued and        unpaid fees and expense reimbursements payable under the Existing Credit Agreement,        shall  have  been  (or,  substantially  contemporaneously  with  the  effectiveness  of  the        amendment and restatement of the Existing Credit Agreement to be in the form of this        Agreement  will  be)  paid  in  full,  and  the  Administrative  Agent  shall  have  received        evidence reasonably satisfactory to it of such payment and such discharge and release.    The  Administrative  Agent  shall  notify  Murphy  USA,  the  Company  and  the  Lenders  of  the  Effective Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing,  the amendment and restatement of the Existing Credit Agreement in the form of this Agreement  and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of  Credit hereunder shall not become effective unless each of the foregoing conditions shall have                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           107    been satisfied (or waived in accordance with Section 9.02) at or prior to 5:00 p.m., New York  City time, on August 27, 2019 (and, in the event such conditions shall not have been so satisfied  or waived, the Commitments shall terminate at such time).               SECTION 4.02.  Each  Credit  Event.  The  obligation  of  each  Lender  to  make  a  Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan),  and of each Issuing Bank to issue, amend to increase the amount thereof extend any Letter of  Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction  of the following conditions:               (a)  The representations and warranties of each Loan Party set forth in the Loan        Documents shall be true and correct (i) in the case of the representations and warranties        qualified as  to  materiality, in  all respects  and (ii) otherwise, in  all material  respects,  in        each case on and as of the date of such Borrowing or the date of issuance, amendment or        extension  of  such  Letter  of  Credit,  as  applicable,  except  in  the  case  of  any  such        representation  and  warranty  that  expressly  relates  to  a  prior  date,  in  which  case  such        representation and warranty shall be so true and correct on and as of such prior date.               (b)  At the time of and immediately after giving effect to such Borrowing or the        issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall        have occurred and be continuing.               (c)  Other  than  in  the  case  of  a  Term  Borrowing,  after  giving  effect  to  such        Borrowing  or  the  issuance, amendment or  extension  of  such  Letter  of  Credit,  the        Aggregate Revolving Exposure shall not exceed the lesser of (i) the Aggregate Revolving        Commitment and (ii) the Borrowing Base then in effect.   On  the  date  of  any  Borrowing (other  than  any  Protective  Advance  or  any  conversion  or  continuation  of  any  Loan) or  the  issuance,  amendment to  increase  the  amount  thereof or  extension  of  any Letter  of  Credit,  Murphy  USA  and  the  Borrowers  shall  be  deemed  to  have  represented and warranted that the conditions specified in paragraphs (a), (b) and, other than in  the case of a Term Borrowing, (c) of this Section have been satisfied and that, after giving effect  to such Revolving Borrowing, or such issuance, amendment or extension of a Letter of Credit,  the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum  amount thereof (or the maximum amount of any such component) specified in Section 2.01 or  2.05(b).                 SECTION 4.03.  Initial  Credit  Event  in  Respect  of  Each  Borrowing  Subsidiary.   The obligations of the Lenders to make Loans to and of the Issuing Banks to issue Letters of  Credit for the account of each Borrowing Subsidiary shall be subject to the Administrative Agent  having received, on or prior to the date of the initial Borrowing by or Letter of Credit issuance  for  such  Borrowing  Subsidiary, such  documents,  legal  opinions  and  certificates  as  the  Administrative Agent or its counsel may reasonably request relating to the formation, existence  and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as  they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing  Subsidiary, its Borrowing Subsidiary Joinder Agreement or such Transactions, all in form and  substance reasonably satisfactory to the Administrative Agent and its counsel.                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           108                                     ARTICLE V                                                                        Affirmative Covenants               Until  the  Commitments  shall  have  expired  or  been  terminated, the  principal  of  and interest on each Loan and all fees payable hereunder shall have been paid in full, all Letters  of  Credit  shall  have  expired  or  been  terminated  and  all  LC  Disbursements  shall  have  been  reimbursed, Murphy USA, the Company and each of the other Borrowers covenants and agrees  with the Lenders that:               SECTION 5.01.  Financial Statements and Other Information.  Murphy USA and  the  Company  will  furnish  to  the  Administrative  Agent,  on  behalf  of  each  Lender  (and  the  Administrative Agent  shall promptly deliver to each  Lender (which delivery may be made by  posting on an Electronic Platform)):               (a)  within 90 days after the end of each fiscal year of Murphy USA (or, so long        as  Murphy  USA  shall  be  subject  to  periodic  reporting  obligations  under  the  Exchange        Act, by the date that the Annual Report on Form 10-K of Murphy USA for such fiscal        year  would  be  required  to  be  filed  under  the  rules  and  regulations  of  the  SEC,  giving        effect  to  any  automatic  extension  available  thereunder  for  the  filing  of  such  form),  its        audited consolidated balance sheet and the related consolidated statements of income and        comprehensive income, cash flows and stockholders’ equity as of the end of and for such        fiscal year, setting forth in each case in comparative form the figures for the prior fiscal        year,  all  audited  by  and  accompanied  by  the  opinion  of  KPMG  LLP  or  another        independent registered public accounting firm of recognized national standing (without a        “going  concern”  or  like  qualification,  exception  or  emphasis  and  without  any        qualification, exception or emphasis as to the scope of such audit) to the effect that such        consolidated  financial  statements  present  fairly,  in  all  material  respects,  the  financial        position,  results  of  operations  and  cash  flows  of  Murphy  USA  and  its  consolidated        Subsidiaries on a consolidated basis as of the end of and for such year in accordance with        GAAP;               (b)  within 45 days after the end of each of the first three fiscal quarters of each        fiscal  year  of  Murphy  USA  (or,  so  long  as  Murphy  USA  shall  be  subject  to  periodic        reporting obligations under the Exchange Act, by the date that the Quarterly Report on        Form 10-Q of Murphy USA for such fiscal quarter would be required to be filed under        the rules and regulations of the SEC, giving effect to any automatic extension available        thereunder for the  filing of such form), its  consolidated balance sheet  as  of the end of        such  fiscal  quarter,  the  related  consolidated  statements  of  income  and  comprehensive        income  for  such  fiscal  quarter  and  the  then  elapsed  portion  of  the  fiscal  year  and the        related statement of cash flows for the then elapsed portion of the fiscal year, in each case        setting forth in comparative form the figures for the corresponding period or periods of        (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by        a  Financial  Officer  of  Murphy  USA  as  presenting  fairly,  in  all  material  respects,  the        financial  position,  results  of  operations  and  cash  flows  of  Murphy  USA  and  its        consolidated  Subsidiaries  on  a  consolidated  basis  as  of  the  end  of  and  for  such  fiscal                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           109          quarter and such portion of the fiscal year in accordance with GAAP, subject to normal        year-end audit adjustments and the absence of certain footnotes;               (c)  as soon as available but in any event within 15 Business Days of the end of        each  calendar  month,  as  of  the  last  day  of  such  calendar  month  (or  within  3  Business        Days of the end of each week, as of the last day of such week, during the continuance of        an Event of Default or during any period (i) commencing on any day when Availability        has  for  three  consecutive  Business  Days  been  less  than  the  greater  of  (A)  20%  of  the        lesser of (1) the Aggregate Revolving Commitment then in effect and (2) the Borrowing        Base then in effect and (B) $80,000,000 and (ii) ending after Availability has been greater        than  the  amount  set  forth  in  clause  (i)  above  for  30  consecutive  calendar  days  during        which period no Event of Default shall have occurred and be continuing; provided that if        in any 12-month period weekly reporting shall have commenced three times, then such        reporting  shall  on  such  third  occasion  continue  until  the  later  of  (1)  the  first  day  after        Availability  has  been  greater  than  the  amount  set  forth  in  clause  (i)  above  for  30        consecutive calendar days during which period no Event of Default shall have occurred        and be continuing and (2) the first day after the last day of the 12-month period beginning        with  the  month  during  which  weekly  reporting  shall  have  commenced  on  the  third        occasion)  a  Borrowing  Base  Certificate  and  supporting  information  in  connection        therewith,  together  with  any  additional  reports  and  supplemental  documentation  with        respect to the Borrowing Base as the Administrative Agent may request in its Permitted        Discretion;               (d)  concurrently with each delivery of financial statements under clause (a) or (b)        above,  a  completed  Compliance  Certificate  signed  by  a  Financial  Officer  of  each  of        Murphy USA and the Company, (i) certifying as to whether a Default has occurred and,        if a Default has occurred, specifying the details thereof and any action taken or proposed        to  be  taken  with  respect  thereto,  (ii) setting  forth  reasonably  detailed  calculations        demonstrating compliance with Sections 6.11 (determined as if a Covenant Period were        then applicable) and, at any time when a Term Loan shall be outstanding, 6.12, (iii) if any        change  in  GAAP  or  in  the  application  thereof  has  occurred  since  the  date  of  the        consolidated  balance  sheet  of  Murphy  USA  most  recently  theretofore  delivered  under        clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 3.04) that        has had, or could have, a significant effect on the calculations of the Consolidated Fixed        Charge  Coverage  Ratio,  the  Secured  Leverage  Ratio,  the  Total  Leverage  Ratio  or  the        Borrowing  Base,  specifying  the  nature  of  such  change and  the  effect  thereof  on such        calculations, (iv) stating whether any other change in the historical accounting practices,        systems  or  reserves  of  Murphy  USA  and  the  Subsidiaries,  where  such  change  could        reasonably be expected to affect in any material respect the calculation of the Borrowing        Base, has occurred and, if any such change has occurred, specifying the effect of such        change on the calculations of the Borrowing Base, (v) certifying that all notices required        to be provided under Sections 5.03 and 5.04 have been provided and (vi) at any time that        any Term Loan shall be outstanding, setting forth the aggregate amount of Net Proceeds        received  in  respect  of  Designated  Proceeds  Events  occurring  on  or  after  the  Effective        Date,  together  with  a  statement  of the  aggregate  amount  of  Designated  Proceeds        (determined without giving effect to the proviso set forth in the definition of such term),                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           110          if any, received on or after the Effective Date and the aggregate amount as of the date of        such  Compliance  Certificate of  such  Designated  Proceeds,  if  any,  that  have  not  been        applied to prepay Term Loans;               (e)  within 90 days after the end of each fiscal year of Murphy USA, a completed        Supplemental  Perfection  Certificate,  signed  by  a  Financial  Officer  of  each  of  Murphy        USA  and  the  Company,  setting  forth  the  information  required  pursuant  to  the        Supplemental Perfection Certificate;               (f)  not later than 30 days after the commencement of each fiscal year of Murphy        USA,  a  detailed  consolidated  budget  for  such  fiscal  year  (including  projected        consolidated balance sheets and related projected statements of income and cash flows as        of the end of and for each fiscal quarter during such fiscal year and as of the end of and        for such fiscal year and setting forth the assumptions used for purposes of preparing such        budget) and, promptly after the same become available, any significant revisions to such        budget;               (g)  promptly after the same become publicly available, copies of all periodic and        other reports, proxy statements and other materials filed by Murphy USA, the Company        or  any  other  Subsidiary  with  the  SEC  or  with  any  national  securities  exchange,  or        distributed by Murphy USA to its shareholders generally, as the case may be;                (h)  promptly  after  any  request  therefor  by  the  Administrative  Agent  or  any        Lender,  copies  of  (i) any  documents  described  in  Section 101(k)(1)  of  ERISA  that        Murphy  USA  or  any  of  its  ERISA  Affiliates  may  request  with  respect  to  any        Multiemployer  Plan  and  (ii) any  notices  described  in  Section 101(l)(1)  of  ERISA  that        Murphy  USA  or  any  of its  ERISA  Affiliates  may  request  with  respect  to  any        Multiemployer Plan; provided that if Murphy USA or any of its ERISA Affiliates has not        requested such documents or notices from the administrator or sponsor of the applicable        Multiemployer  Plan,  Murphy USA  or  the  applicable  ERISA  Affiliate  shall  promptly        make a request for such documents and notices from such administrator or sponsor and        shall provide copies of such documents and notices promptly after receipt thereof;               (i)  promptly after any request therefor, such other information (i) regarding the        operations,  business  affairs,  assets,  liabilities  (including  contingent  liabilities)  and        financial condition of Murphy USA, the Company or any other Subsidiary, or compliance        with the terms of any Loan Document, as the Administrative Agent or any Lender may        reasonably  request or (ii)  reasonably  requested  by  the  Administrative  Agent  or  any        Lender  in  order  to  comply  with  its  ongoing  obligations  under  applicable  “know  your        customer”  and  anti-money  laundering  rules  and regulations,  including  the  USA        PATRIOT Act and the Beneficial Ownership Regulation; and               (j)  promptly after the furnishing thereof and to the extent not otherwise required        to be furnished to the Lenders pursuant to any clause of this Section 5.01, copies of any        material  requests  or  material  notices  received  by  Murphy  USA,  the  Company  or  any        other Subsidiary (other than in the ordinary course of business) or material statements or        material  reports  furnished  by  Murphy  USA,  the  Company  or  any  other  Subsidiary                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           111          pursuant  to  the  terms  of  any  Permitted  Non-ABL  Indebtedness  Documents  or  any        Permitted Additional Unsecured Indebtedness Documents.   Information required to be delivered pursuant to clause (a), (b), (g) or (i) of this Section shall be  deemed to have been delivered if such information, or one or more annual or quarterly reports  containing  such  information,  shall  have  been  posted  by  the  Administrative  Agent  on an  Electronic Platform or  shall  be  available  on  the  website  of  the  SEC  at  http://www.sec.gov.   Information required to be delivered pursuant to this Section may also be delivered by electronic  communications pursuant to procedures approved by the Administrative Agent.  In the event any  financial statements delivered under clause (a) or (b) above shall be restated, Murphy USA and  the Company shall deliver, promptly after such restated financial statements become available,  revised Compliance Certificates with respect to the periods covered thereby that give effect to  such restatement, signed by a Financial Officer of each of Murphy USA and the Company.               SECTION 5.02.  Notices  of  Material  Events.  Murphy  USA  and  the  Borrowers  will furnish to the Administrative Agent (and the Administrative Agent shall promptly deliver to  each Lender (which delivery may be made by posting on an Electronic Platform)) prompt written  notice of the following:               (a)  the occurrence of, or receipt by Murphy USA or any Borrower of any written        notice claiming the occurrence of, any Default;               (b)  the filing or commencement of any action, suit or proceeding by or before any        arbitrator or Governmental Authority against or affecting Murphy USA, the Company or        any  other  Subsidiary,  or  any  adverse  development  in  any  such  pending  action,  suit  or        proceeding  not  previously  disclosed  in  writing  by  Murphy  USA,  the  Company  or  any        other  Subsidiary  to  the  Administrative  Agent  and  the  Lenders,  that  in  each  case  could        reasonably  be  expected  to  result  in  a  Material  Adverse  Effect  or  that  in  any  manner        questions the validity of any Loan Document;               (c)  the  occurrence  of  any  ERISA  Event  that, alone  or  together  with  any  other        ERISA Events that have occurred, could reasonably be expected to result in liability of        Murphy  USA,  the  Company  and  the  other  Subsidiaries  in  an  aggregate  amount  of        $25,000,000 or more;                (d)  (i) the  occurrence  of  any  disposition  of  a  Loan  Party,  or  any  disposition        outside  the  ordinary  course  of  business  of,  or  any  casualty  or  condemnation  event        affecting, assets reflected in the then-current Borrowing Base having a fair market value        of  $25,000,000  or  more,  and  such  notice  shall include  such  information  as  shall  be        required  for  the  Administrative  Agent  to  adjust  the  Borrowing  Base  to  reflect  such        disposition,  and  (ii) the  occurrence  of  any  Prepayment  Event  or,  at  any  time  that  any        Term Loan is outstanding, any Designated Proceeds Event; and               (e)  any other development that has resulted, or could reasonably be expected to        result, in a Material Adverse Effect.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           112    Each  notice  delivered  under  this  Section shall  be  accompanied  by  a  statement  of  a  Financial  Officer or other executive officer of each of Murphy USA and the Company or the applicable  Borrower  setting  forth  the  details  of  the  event  or  development  requiring  such  notice  and  any  action taken or proposed to be taken with respect thereto.               SECTION 5.03.  Additional Subsidiaries.  If any Subsidiary is formed or acquired  after the Effective Date, Murphy USA and the Company will, as promptly as practicable, and in  any event  within 30 days (or such longer period as the Administrative Agent may agree to in  writing),  notify  the  Administrative  Agent  thereof  and  cause  the  Collateral  and  Guarantee  Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and  with respect to any Equity Interests in or Indebtedness of such Subsidiary owned by any Loan  Party               SECTION 5.04.  Information  Regarding  Collateral;  Deposit  and  Securities  Accounts.  (a)  Murphy USA and the Company will furnish to the Administrative Agent prompt  written  notice  of  any  change  in  (i)  the  legal  name  of  any  Loan  Party,  as  set  forth  in  its  organizational documents, (ii) the jurisdiction of organization or the form of organization of any  Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief  executive office of any Loan Party or (iv) the organizational identification number, if any, or,  with  respect  to  any  Loan  Party  organized  under  the  laws  of  a  jurisdiction  that  requires  such  information to be set forth on the face of a Uniform Commercial Code financing statement, the  Federal Taxpayer Identification Number of such Loan Party.  Murphy USA and the Company  agree not to effect or permit any change referred to in the preceding sentence unless all filings  have been made under the Uniform Commercial Code or otherwise that are required in order for  the Administrative Agent to continue at all times following such change to have a valid, legal  and perfected security interest in all the Collateral.               (b)  Murphy  USA  and  the  Company  will  furnish  to  the  Administrative  Agent  prompt  written  notice  of  the  acquisition  by  any  Loan  Party  of  any  material  assets  after  the  Effective Date of the type that constitute, or are intended to constitute, Collateral, other than any  assets constituting Collateral under the Security Documents in which the Administrative Agent  shall have  a valid, legal and perfected security interest  (with the priority contemplated  by the  applicable Security Document) upon the acquisition thereof.               (c)  Murphy USA and the Company will, in each case as promptly as practicable,  notify  the  Administrative  Agent  of  the  existence  of  any  deposit  account  or  securities  account  maintained by a Loan Party in respect of which a Control Agreement is required to be in effect  pursuant to the definition of the term “Collateral and Guarantee Requirement” but is not yet in  effect.               SECTION 5.05.  Existence;  Conduct  of  Business.  Murphy  USA,  the  Company  and each other Subsidiary will do or cause to be done all things necessary to preserve, renew and  keep  in  full  force  and  effect  its  legal  existence  and  the  rights,  licenses,  permits,  privileges,  franchises,  patents,  copyrights,  trademarks  and  trade  names  material  to  the  conduct  of  its  business; provided that  the  foregoing  shall  not  prohibit  any  transaction  permitted  under  Section 6.03 or 6.05.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           113                SECTION 5.06.  Payment of Obligations and Taxes.  Murphy USA, the Company  and each other Subsidiary will pay its obligations, including Tax liabilities, before the same shall  become  delinquent  or  in  default,  except  where  (a)  (i)  the  validity  or  amount  thereof  is  being  contested  in  good  faith  by  appropriate  proceedings,  (ii)  Murphy  USA,  the  Company  or  such  other Subsidiary has set aside on its books reserves with respect thereto to the extent required by  GAAP and (iii) such contest effectively suspends collection of the contested obligation and the  enforcement of any Lien securing such obligation or (b) the failure to make payment could not,  individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.               SECTION 5.07.  Maintenance  of  Properties.  Murphy  USA,  the  Company  and  each other Subsidiary will keep and maintain all property material to the conduct of its business  in good working order and condition, ordinary wear and tear excepted.               SECTION 5.08.  Insurance.  Murphy  USA,  the  Company  and  each  other  Subsidiary will maintain, with financially sound and reputable insurance companies, insurance in  such  amounts  (with  no  greater  risk  retention)  and  against  such  risks  as  are  customarily  maintained  by  companies  of  established  repute  engaged  in  the  same  or  similar  businesses  operating in the same or similar locations.  Each such policy of liability or casualty and business  interruption insurance maintained by or on behalf of Loan Parties shall (a) in the case of each  liability  insurance  policy  (other  than  workers’  compensation,  director  and  officer  liability  or  other policies in which such endorsements are not customary), name the Administrative Agent,  on  behalf  of  the  Secured  Parties,  as  an  additional  insured  thereunder,  (b) in  the  case  of  each  casualty and business interruption insurance policy, contain a loss payable clause or endorsement  that names the Administrative Agent, on behalf of the Secured Parties, as a loss payee thereunder  and (c) provide for at least 30 days’ (or such shorter number of days as may be agreed to by the  Administrative  Agent)  prior  written  notice  to  the  Administrative  Agent  of  any  cancellation  of  such policy.  Within 30 days of the Effective Date, Murphy USA and the Company shall have  delivered,  or  caused  to  have  been  delivered,  to  the  Administrative  Agent  evidence  that  the  insurance  required  by  this Section 5.08 is  in  effect,  together  with  endorsements  naming  the  Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee  thereunder to the extent required under this Section 5.08.                  SECTION 5.09.  Books and Records; Inspection and Audit Rights.  Murphy USA,  the Company and each other Subsidiary will keep proper books of record and account in which  full,  true  and  correct  entries  in  accordance  with  GAAP  and  applicable  law  are  made  of  all  dealings and transactions in relation to its business and activities.  Murphy USA, the Company  and each other Subsidiary will permit the Administrative Agent or any Lender, and any agent  designated  by  any  of  the  foregoing,  upon  reasonable  prior  notice,  (a) to  visit  and  reasonably  inspect  its  properties,  (b) to examine  and  make  extracts  from  its  books  and  records  and  (c) to  discuss  its  operations,  business  affairs,  assets,  liabilities  (including  contingent  liabilities)  and  financial  condition  with  its  officers  and  independent  accountants,  all  at  such  reasonable  times  and as often as reasonably requested.               SECTION 5.10.  Compliance with Laws.  Murphy USA, the Company and each  other Subsidiary will comply with all laws, including all orders of any Governmental Authority,  applicable to it or its property, except where the failure to do so, individually or in the aggregate,  could not reasonably be expected to result in a Material Adverse Effect.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           114                SECTION 5.11.  Use  of  Proceeds  and  Letters  of  Credit.  The  proceeds  of  the  Term Loans and Revolving Loans will be used, first, to repay all amounts outstanding under the  Existing  Credit  Agreement  and,  thereafter,  for  working  capital  and  other  general  corporate  purposes of Murphy USA, the Company and the other Subsidiaries.  Letters of Credit will be  issued  only  to  support  obligations  of  the  Company  and  the  other  Subsidiaries  incurred  in  the  ordinary course of business.               SECTION 5.12.  Further Assurances.  Murphy USA, the Company and each other  Loan  Party  will  execute  any  and  all  further  documents,  financing  statements,  agreements  and  instruments,  and  take  all  such  further  actions  (including  the  filing  and  recording  of  financing  statements  and  other  documents),  that  may  be  required  under  any  applicable  law,  or  that  the  Administrative  Agent  may  reasonably  request,  to  cause  the  Collateral  and  Guarantee  Requirement to be and remain satisfied at all times or otherwise to effectuate the provisions of  the Loan Documents, all at the expense of the Loan Parties.  Murphy USA and the Company will  provide  to  the  Administrative  Agent,  from  time  to  time  upon  request,  evidence  reasonably  satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or  intended to be created by the Security Documents.               SECTION 5.13.  Trademark  License  Agreement.  Murphy  USA,  the  Company  and each other Subsidiary  will comply  with  the Trademark License Agreement, except  where  failure to do so could not reasonably be expected to impair access to intellectual property rights  or otherwise have a Material Adverse Effect.               SECTION 5.14.  Control Agreements.  The Loan Parties shall at all times (except  as agreed by the Administrative Agent pursuant to its authority as set forth in the definition of  “Collateral and Guarantee Requirement”) (a) cause the available amount in each deposit account  in which station receipts are deposited to be swept to the Concentration Account at the end of  each  Business  Day   (whether  directly  or  through  local  concentration  accounts  that  are  in  turn  swept to the Concentration Account on such Business Day) and (b) cause to be deposited directly  into the Concentration  Account  (i) all payments in  respect  of Credit Card Receivables,  (ii) all  proceeds of Accounts and (iii) all cash swept from all deposit accounts in which station receipts  are deposited.               SECTION 5.15.  Field Examinations and Appraisals.  (a)  On not more than one  occasion  during  any  12-month  period,  at  the  request  of  the  Administrative  Agent,  the  Loan  Parties will permit, upon reasonable notice and during normal business hours, the Administrative  Agent  to  conduct  a  field  examination  of  the  Collateral  included  in  the  Borrowing  Base  and  related reporting and control systems.  Notwithstanding the foregoing, if at any time Availability  has for three consecutive Business Days been less than the greater of (A) 25% of the lesser of  (1) the  Aggregate  Revolving  Commitment  then  in  effect  and  (2) the  Borrowing  Base  then  in  effect,  and  (B)  $100,000,000,  two  field  examinations  shall  be  permitted  during  the  12-month  period  commencing  on  such  third  Business  Day; provided that,  if  an  Event  of  Default  has  occurred  and  is  continuing,  there  shall  be  no  limitation  on  the  number  or  frequency  of  field  examinations  but  the  number  or  frequency  of  field  examinations  shall  be  at  the  Permitted  Discretion of the Administrative Agent.  For purposes of this Section 5.15, it is understood and  agreed that a single field examination may be conducted at multiple relevant sites and involve                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           115    one or more Loan Parties and their assets.  All such field examinations by the Administrative  Agent shall be at the sole expense of the Loan Parties.               (b)  On not more than one occasion during any 12-month period, at the request of  the  Administrative  Agent,  the  Loan  Parties  will  provide  the  Administrative  Agent  with  an  appraisal  (or update thereof) of their Retail  Merchandise Inventory from an appraiser selected  and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the  Administrative  Agent,  such  appraisal  and  update  to  include,  without  limitation,  information  required  by  applicable  law  and  regulations.   Notwithstanding  the  foregoing,  if  at  any  time  Availability has for three consecutive Business Days been less than the greater of (A) 25% of the  lesser of (1) the Aggregate Revolving Commitment then in effect and (2) the Borrowing Base  then in effect, and (B) $100,000,000, the Administrative Agent shall be permitted to request, and  the  Loan Parties  will provide, two appraisals  (or updates thereof) during the 12-month period  commencing on such third Business Day; provided that, if an Event of Default has occurred and  is continuing, there shall be no limitation on the number or frequency of appraisals (or updates  thereof) but the number or frequency of appraisals (or updates thereof) shall be at the Permitted  Discretion of the Administrative Agent.  For purposes of this Section 5.15, it is understood and  agreed that a single appraisal (or update thereof) may be conducted at multiple relevant sites and  involve one or more Loan Parties and their assets.  All such appraisals and updates thereof shall  be at the sole expense of the Loan Parties.               SECTION 5.16.  Post-Closing Obligations.  Not later than fifteen Business Days  after the Effective Date, the Administrative Agent  shall have  received  a completed Perfection  Certificate, signed by an executive officer or a Financial Officer of each of Murphy USA and the  Company,  together  with  all  attachments  contemplated  thereby,  including,  to  the  extent  not  previously  delivered  pursuant  to  Section 4.01(g), the  results  of  a  search  of  the  Uniform  Commercial  Code  (or  equivalent)  filings  made  with  respect  to  the  Loan  Parties  in  the  jurisdictions contemplated by the Perfection Certificate and copies of the financing statements  (or similar documents) disclosed by such search.                                    ARTICLE VI                                                                         Negative Covenants               Until  the  Commitments  shall  have  expired  or  been  terminated,  the  principal  of  and interest on each Loan and all fees payable hereunder shall have been paid in full, all Letters  of  Credit  shall  have  expired  or  been  terminated  and  all  LC  Disbursements  shall  have  been  reimbursed, Murphy USA, the Company and each of the other Borrowers covenants and agrees  with the Lenders that:               SECTION 6.01.  Indebtedness; Certain Equity Securities.  None of Murphy USA,  the  Company  or  any  other  Subsidiary  will  create,  incur,  assume  or  permit  to  exist  any  Indebtedness, except:               (a)  Indebtedness created under the Loan Documents;                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           116                (b)  (i) the  Senior  Notes outstanding  on  the  Effective  Date, and  Refinancing        Indebtedness in respect thereof, and (ii) the Guarantees of any Indebtedness referred to in        clause (i) above by Murphy USA, the Company and the other Loan Parties;               (c)  Indebtedness  existing  on  the Effective  Date and  set  forth  on  Schedule 6.01        and Refinancing Indebtedness in respect thereof;               (d)  Indebtedness of any Subsidiary to Murphy USA, the Company or any other        Subsidiary; provided that  (i) such  Indebtedness  shall  not  have  been  transferred  to  any        Person  other  than  Murphy  USA,  the  Company  or  any  other  Subsidiary,  (ii) any  such        Indebtedness owing by any Loan Party shall be unsecured and subordinated in right of        payment  to  the  Loan  Document  Obligations  on  terms  customary  for  intercompany        subordinated Indebtedness, as reasonably determined by the Administrative Agent, and        (iii) any such Indebtedness owing by any Subsidiary that is not a Loan Party to any Loan        Party shall be incurred in compliance with Section 6.04;               (e)  Guarantees incurred in compliance with Section 6.04;               (f)  Indebtedness of the Company or any other Subsidiary (i) incurred to finance        the  acquisition,  construction  or  improvement  of  any  fixed  or  capital  assets,  including        Capital Lease Obligations and Attributable Indebtedness, provided that such Indebtedness        is  incurred  prior  to  or  within  90 days  after  such  acquisition  or  the  completion  of  such        construction  or  improvement  and  the  principal  amount  of  such  Indebtedness  does  not        exceed  the  cost  of  acquiring,  constructing  or  improving  such  fixed  or  capital  assets  or        (ii) assumed  in  connection  with  the  acquisition  of  any fixed  or  capital  assets,  and        Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate        outstanding principal amount of Indebtedness permitted by this clause (f) shall not at any        time exceed $50,000,000;                (g)  Indebtedness of any Person that becomes a Subsidiary (or of any Person not        previously  a  Subsidiary  that  is  merged  or  consolidated  with  or  into  a  Subsidiary  in  a        transaction permitted hereunder) after the Effective Date, or Indebtedness of any Person        that  is  assumed  by  any  Subsidiary  in  connection  with  an  acquisition  of assets  by  such        Subsidiary  in  a  Permitted  Acquisition after  the  Effective  Date, provided that  (i) such        Indebtedness  exists  at  the  time  such  Person  becomes  a  Subsidiary  (or  is  so  merged  or        consolidated)  or  such  assets  are  acquired  and  is  not  created  in  contemplation  of  or  in        connection with such Person becoming a Subsidiary (or such merger or consolidation) or        such assets being acquired and (ii) neither Murphy USA nor any Subsidiary (other than        such Person or any special purpose merger Subsidiary with which such Person is merged        or  consolidated  or  the  Person  that  so  assumes  such  Person’s  Indebtedness)  shall        Guarantee  or  otherwise  become  liable  for  the  payment  of  such  Indebtedness,  and        Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate        outstanding principal amount of Indebtedness permitted by this clause (g) shall not at any        time exceed $50,000,000;                (h)  Indebtedness owed in respect of any overdrafts and related liabilities arising        from  treasury,  depository  and  cash  management  services  or  in  connection  with  any                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           117          automated  clearing-house  transfers  of  funds; provided that  such  Indebtedness  shall  be        repaid in full within five Business Days of the incurrence thereof;                (i)  Indebtedness  in  respect of  letters  of  credit,  bank  guarantees  and  similar        instruments  issued  for  the  account  of  Murphy  USA  or  any  Subsidiary  in  the  ordinary        course  of  business  supporting  obligations  under  (i)  workers’  compensation,        unemployment  insurance  and  other  social  security  laws  and  (ii)  bids,  trade  contracts,        leases, statutory obligations, surety and appeal bonds, performance bonds and obligations        of a like nature, which obligations in each case shall not be secured except by any Lien        incurred in reliance on Section 6.02(a)(ii), 6.02(a)(viii), 6.02(a)(x) or 6.02(a)(xi);                (j)  Indebtedness  in  respect  of  the  letters  of  credit  outstanding  on  the Effective        Date and set forth on Schedule 6.01(j) and Refinancing Indebtedness in respect thereof;               (k)  Indebtedness of the Company or any other Subsidiary in the form of purchase        price  adjustments,  earn-outs,  non-competition  agreements  or  other  arrangements        representing acquisition consideration or deferred payments of a similar nature incurred        in connection with any Permitted Acquisition or other Investment permitted by Section        6.04;                (l)  other  unsecured  Indebtedness  of  Murphy  USA,  the  Company  or  any        Subsidiary, provided that (i) at the time of the incurrence thereof and giving pro forma        effect thereto in accordance with Section 1.04(b), no Event of Default shall have occurred        and be continuing, (ii) in the case of any such Indebtedness of the Company or any other        Loan  Party,  the  final  scheduled  maturity  of  any  such  Indebtedness  shall  not  be  earlier        than the latest Maturity Date in effect as of the date of the incurrence thereof, (iii) the        aggregate principal amount of Indebtedness of the Subsidiaries that are not Loan Parties        outstanding at any time in reliance on this clause (l) shall not exceed $10,000,000 and        (iv) all the Designated Proceeds received in respect of such Indebtedness shall be applied        in accordance with Section 2.11(e);               (m)  other  secured  Indebtedness  of  the  Company  or  any  other  Loan  Party,        provided that (i) at the time of the incurrence thereof and giving pro forma effect thereto        in  accordance  with  Section 1.04(b),  no  Event  of  Default  shall  have  occurred  and  be        continuing, (ii) after giving pro forma effect thereto in accordance with Section 1.04(b),        the Secured Leverage Ratio shall not exceed 2.50 to 1.00 as of the last day of the fiscal        quarter  of  Murphy  USA  then  most  recently  ended  for  which  financial  statements  have        been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such        financial  statements,  ending  with  the  last  fiscal  quarter  included  in  the  financial        statements referred to in Section 3.04(a)) and (iii) all the Designated Proceeds received in        respect  of  such  Indebtedness  shall  be  applied  in  accordance  with  Section  2.11(e);        provided further that (A) such Indebtedness is not Guaranteed by any Subsidiaries other        than  the  Loan  Parties,  (B)  such  Indebtedness  is  not  secured  by  Liens  on  any  assets  of        Murphy USA or any Subsidiary other than (x) the Collateral (or assets that, substantially        concurrently  with  the  incurrence  of  such  Indebtedness,  become  Collateral  on  which  a        Lien is granted to the Administrative Agent pursuant to a Security Document) and/or (y)        fee-owned  real  property  and  related  appurtenant  rights  and  fixtures  and  the  proceeds                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           118          thereof,  (C)  (x)  if  such  Indebtedness  is  secured  by  any  Liens  on  Collateral,  the        administrative agent, collateral agent and/or any similar representative acting on behalf of        the  holders  of  such  Indebtedness  shall  have  become  party  to  a  Permitted  Intercreditor        Agreement,  providing  that  the  Liens  on  the  ABL  Priority  Collateral  securing  such        Indebtedness  shall  rank  junior  in  priority  to  the  Liens  on  the  ABL  Priority  Collateral        securing the Secured Obligations and (y) if such Indebtedness is secured by any Liens on        any  fee-owned  real  property  or  related  appurtenant  rights  and  fixtures  on  which  any        Inventory of the Loan Parties is located, the administrative agent, collateral agent and/or        any similar representative acting on behalf of the holders of such Indebtedness shall have        become party to a Collateral Access Agreement, (D) the final scheduled maturity of any        such Indebtedness shall not be earlier than the latest Maturity Date in effect as of the date        of  the  incurrence  thereof  and  (E)  the  Administrative  Agent  shall  have  received  a        certificate, dated the date such Indebtedness is incurred and signed by a Financial Officer        of Murphy USA or the Company, confirming compliance with the requirements set forth        in this clause (m) and setting forth a reasonably detailed calculation of such pro forma        Secured Leverage Ratio; and               (n)  the  Attributable  Indebtedness  in  respect  of  Sale/Leaseback  Transactions        entered into in reliance on clause (c)(ii) of Section 6.06.               SECTION 6.02.  Liens.  (a)  None  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  will  create,  incur,  assume  or  permit  to  exist  any  Lien  on  any  asset  now  owned  or  hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable)  or rights in respect of any thereof, except:               (i)  Liens created under the Loan Documents;               (ii)  Permitted Encumbrances;               (iii)  any Lien on any asset of Murphy USA, the Company or any other Subsidiary        existing  on  the Effective  Date and  set  forth  on Schedule 6.02  (including  any  Lien  that        attaches by law to the proceeds thereof); provided that (A) such Lien shall not apply to        any other asset of Murphy USA, the Company or any other Subsidiary and (B) such Lien        shall  secure  only  those  obligations  that  it  secures  on  the Effective  Date and  any        extensions,  renewals and  refinancings thereof  that  do  not  increase  the  outstanding        principal  amount  thereof  and,  in  the  case  of  any  such  obligations  constituting        Indebtedness,  that  are  permitted  under  Section 6.01(c)  as  Refinancing  Indebtedness  in        respect thereof;               (iv)  any  Lien  existing  on  any  asset  prior  to  the  acquisition  thereof  by  the        Company or any other Subsidiary after the Effective Date or existing on any asset of any        Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is        merged or consolidated with or into a Subsidiary in a transaction permitted hereunder)        after  the Effective  Date prior  to  the  time  such  Person  becomes  a  Subsidiary  (or  is  so        merged or consolidated); provided that (A) such Lien is not created in contemplation of        or in  connection with  such acquisition  or such Person becoming  a Subsidiary  (or such        merger  or  consolidation),  (B) such  Lien  shall  not  apply  to  any  other  asset  of  Murphy                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           119          USA, the Company or any other Subsidiary (other than, in the case of any such merger or        consolidation, the assets of any special purpose merger Subsidiary that is a party thereto        and  other  than  after-acquired  property  subjected  to  a  Lien  securing  Indebtedness  and        other obligations incurred prior to the date of such acquisition or the date such Person        becomes  a  Subsidiary (or  is  so  merged  or  consolidated),  and  which  Indebtedness  and        other  obligations  are  permitted  hereunder,  that  require  a  pledge  of  after-acquired        property, it being understood that such requirement shall not be permitted to apply to any        property  (1)  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  other  than  the        acquired Subsidiary and its Subsidiaries or (2) to which such requirement would not have        applied but for such acquisition) and (C) such Lien shall secure only those obligations        that  it  secures  on  the  date  of  such  acquisition  or  the  date  such  Person  becomes  a        Subsidiary  (or  is  so  merged  or  consolidated),  and  any extensions,  renewals and        refinancings thereof that do not increase the outstanding principal amount thereof and, in        the  case  of  any  such  obligations  constituting  Indebtedness,  that  are  permitted  under        Section 6.01(g) as Refinancing Indebtedness in respect thereof;                (v)  Liens  on  fixed  or  capital  assets  acquired,  constructed  or  improved  by  the        Company or any other Subsidiary; provided that (A) such Liens secure only Indebtedness        permitted  by  Section 6.01(f)  and  obligations  relating  thereto  not  constituting        Indebtedness and (B) such Liens shall not apply to any other asset of Murphy USA, the        Company or  any other  Subsidiary  (other than  accessions  and additions  thereto  and the        proceeds  and  products  thereof); provided further that  in  the  event  purchase  money        obligations are owed to any single Person with respect to the financing of more than one        purchase  of  fixed  or  capital  assets,  such  Liens  may  secure  all  such  purchase  money        obligations and may apply to all such fixed or capital assets financed by such Person;               (vi)  in connection with the sale or transfer of any Equity Interests or other assets        in a transaction permitted under Section 6.05, customary rights and restrictions contained        in agreements relating to such sale or transfer pending the completion thereof;               (vii)  in the case of (A) any Subsidiary that is not a wholly-owned Subsidiary or        (B)  the  Equity  Interests  in  any  Person  that  is  not  a  Subsidiary,  any  encumbrance  or        restriction,  including any  put  and call arrangements,  related to  Equity  Interests in  such        Subsidiary  or  such  other  Person  set  forth  in  the  organizational  documents  of  such        Subsidiary  or  such  other  Person  or  any  related  joint  venture,  shareholders’ or  similar        agreement;               (viii)  Liens solely on any cash earnest money deposits, escrow arrangements or        similar arrangements made by the Company or any other Subsidiary in connection with        any letter of intent or purchase agreement for a Permitted Acquisition or other transaction        permitted hereunder;               (ix)  Liens  on  cash  collateral  securing  obligations  in  respect  of  letters  of  credit        permitted under Section 6.01(j);                (x)  Liens  on  assets  of  Foreign  Subsidiaries  securing  Indebtedness  or  other        obligations of such Subsidiaries permitted under Section 6.01;                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           120                (xi)  other  Liens  on  assets  of  the  Company  or  any  other  Subsidiary  securing        Indebtedness or other obligations; provided that (A) the aggregate outstanding principal        amount of the Indebtedness and other monetary obligations secured by such Liens shall at        no time exceed $75,000,000 and (B) the aggregate outstanding principal amount of the        Indebtedness  and  other  monetary  obligations  secured  by  any  such  Liens  extending  to        ABL Priority Collateral shall at no time exceed $25,000,000;               (xii)  Liens on (x) the Collateral (or on assets that, substantially concurrently with        the  creation  of  such  Lien,  become  Collateral  on  which  a  Lien  is  granted  to  the        Administrative  Agent  pursuant  to  a  Security  Document)  and/or  (y)  fee-owned  real        property  and  related  appurtenant  rights  and  fixtures  and  the  proceeds  thereof  securing        Permitted  Non-ABL  Indebtedness  and  obligations  relating  thereto  not  constituting        Indebtedness; provided that any such Liens on the ABL Priority Collateral shall, pursuant        to a Permitted Intercreditor Agreement, rank junior in priority to the Liens on the ABL        Priority Collateral securing the Secured Obligations; and               (xiii)  Liens arising under Sale/Leaseback Transactions entered into in reliance on        clause (c)(ii) of Section 6.06.               (b)  Notwithstanding  the  foregoing,  (i)  none  of  the  Liens  permitted  by  Section 6.02(a)  may  at  any  time  attach  to  any  Loan  Party’s  (A)  Accounts,  other  than  those  permitted  under  clause  (a)  or  (k)  of  the  definition  of  Permitted  Encumbrances  and  Section 6.02(a)(i),  6.02(a)(iv),  6.02(a)(xi) or  6.02(a)(xii)  or  (B)  Inventory,  other  than  those  permitted  under  clauses  (a)  and  (b)  of  the  definition  of  Permitted  Encumbrances  and  Section 6.02(a)(i),  6.02(iv),  6.02(a)(xi)  or  6.02(a)(xii)  and  (ii)  none  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  shall  create,  incur,  assume  or  permit  to  exist  any  Liens  securing Indebtedness on any retail sales establishments or other fixed assets owned by Domestic  Subsidiaries or on Equity Interests in the Company or any other Subsidiary owned by Murphy  USA  or  any  Domestic  Subsidiary,  in  each  case,  other  than  those  permitted  under  Section  6.02(a)(i), 6.02(a)(iv), 6.02(a)(v), 6.02(a)(xi), 6.02(a)(xii) or, solely in the case of fixed or capital  assets, 6.02(a)(xiii).               SECTION 6.03.  Fundamental  Changes;  Business  Activities.  (a)  None  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  will  merge  into  or  consolidate  with  any  other  Person,  or  permit  any  other  Person  to  merge  into  or  consolidate  with  it,  or  liquidate  or  dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default  shall have occurred and be continuing, (i) any Person (other than the Company) may merge into  Murphy USA in a transaction in which Murphy USA is the surviving corporation, (ii) any Person  (other than Murphy USA) may merge into the Company in a transaction in which the Company  is  the  surviving  corporation,  (iii)  any  Person  (other  than  Murphy  USA  or  the  Company)  may  merge or consolidate with any Subsidiary (other than the Company) in a transaction in which the  surviving entity is a Subsidiary (and, if any party to such merger or consolidation is a Subsidiary  Loan  Party,  is  a  Subsidiary  Loan  Party),  (iv)  any  Subsidiary  (other  than  the  Company)  may  merge  into  or  consolidate  with  any  Person  (other  than  Murphy  USA  or the  Company)  in  a  transaction  permitted  under  Section 6.05  in  which,  after  giving  effect  to  such  transaction,  the  surviving entity is not a Subsidiary and (v) any Subsidiary (other than a Borrower) may liquidate  or dissolve if the Company determines in good faith that such liquidation or dissolution is in the                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           121    best interests of the Company and is not materially disadvantageous to the Lenders; provided that  any  such  merger  or  consolidation  involving  a  Person  that  is  not  a  wholly-owned  Subsidiary  immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04.               (b)  None of Murphy USA, the Company or any other Subsidiary will engage to  any material extent in any business other than businesses of the type conducted by Murphy USA,  the  Company  and  the  other  Subsidiaries  on  the  date  hereof  and  businesses  reasonably  related  thereto.               SECTION 6.04.  Investments,  Loans,  Advances,  Guarantees  and  Acquisitions.   None  of  Murphy  USA,  the  Company  or  any  other  Subsidiary  will  purchase,  hold,  acquire  (including pursuant to any merger or consolidation with any Person that was not a wholly-owned  Subsidiary prior thereto), make or otherwise permit to exist any Investment in any other Person,  or  purchase  or  otherwise  acquire  (in  one  transaction  or  a  series  of  transactions)  all  or  substantially all the assets of any other Person or of a business unit, division, product line or line  of business of any other Person, or assets acquired other than in the ordinary course of business  that,  following  the  acquisition  thereof,  would  constitute  a  substantial  portion  of  the  assets  of  Murphy USA and the Subsidiaries, taken as a whole, except:               (a)  Permitted Investments;               (b)  Investments existing on the Effective Date in Subsidiaries;               (c)  other  Investments  existing  on  the Effective  Date and  set  forth  on        Schedule 6.04 (but not any additions thereto made after the Effective Date);               (d)  investments  by  Murphy  USA,  the  Company  and  the  other  Subsidiaries  in        Equity Interests in their subsidiaries; provided that (i) such subsidiaries are Subsidiaries        prior to  such investments,  (ii) any such Equity  Interests held  by a  Loan  Party shall be        pledged  to  the  extent  required  by  the  definition  of  the  term  “Collateral  and  Guarantee        Requirement” and (iii) the aggregate amount of such investments by the Loan Parties in,        and loans and advances  by the Loan Parties to, and Guarantees by the Loan Parties of        Indebtedness and other obligations of, Subsidiaries that are not Loan Parties (excluding        all such investments, loans, advances and Guarantees existing on the Effective Date and        permitted by clause (c) above) shall not exceed $25,000,000 at any time outstanding;               (e)  loans  or  advances  made  by  Murphy  USA,  the  Company  or  any  other        Subsidiary  to  any  Subsidiary; provided that  (i)  the  Indebtedness  resulting  therefrom  is        permitted by Section 6.01(d) and (ii) the amount of such loans and advances made by the        Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set        forth in clause (d) above;               (f)  Guarantees  by  Murphy  USA,  the  Company  or  any  other  Subsidiary  of        Indebtedness or other obligations of Murphy USA, the Company or any other Subsidiary        (including any such Guarantees arising as a result of any such Person being a joint and        several co-applicant with respect to any Letter of Credit or any other letter of credit or        letter  of  guaranty); provided that  (i)  a  Subsidiary  that  has  not  Guaranteed  the  Secured                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           122          Obligations pursuant to the Collateral Agreement shall not Guarantee any Indebtedness        or other obligations of any Loan Party and (ii) the aggregate amount of Indebtedness and        other obligations of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan        Party shall be subject to the limitation set forth in clause (d) above;               (g)  Investments held by any Person that becomes a Subsidiary (or of any Person        not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a        transaction permitted hereunder) after the Effective Date, or Investments of any Person        that are acquired by any Subsidiary as part of an acquisition of assets by such Subsidiary        in a Permitted Acquisition after the Effective Date, provided that such Investments exist        at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such        assets are acquired and are not created in contemplation of or in connection with such        Person  becoming  a  Subsidiary  (or  such  merger  or  consolidation)  or  such  assets  being        acquired;                (h)  Investments received in connection with the bankruptcy or reorganization of,        or settlement of delinquent accounts and disputes with, customers and suppliers, in each        case in the ordinary course of business;               (i)  Investments made as a result of the receipt of noncash consideration from a        sale, transfer, lease or other disposition of any asset in compliance with Section 6.05;               (j)  Investments by Murphy USA, the Company or any other Subsidiary that result        solely from the receipt by Murphy USA, the Company or such Subsidiary from any of its        subsidiaries of  a dividend or other Restricted Payment  in  the form of Equity  Interests,        evidences of Indebtedness or other securities (but not any additions thereto made after the        date of the receipt thereof);               (k)  Investments  in  the  form  of  Hedging  Agreements  permitted  under        Section 6.07;               (l)  payroll,  travel  and  similar  advances  to  directors  and  employees  of  Murphy        USA or any Subsidiary to cover matters that are expected at the time of such advances to        be treated as expenses of Murphy USA or such Subsidiary for accounting purposes and        that are made in the ordinary course of business;               (m)  loans  or  advances  to  directors  and  employees  of  Murphy  USA  or  any        Subsidiary made in the ordinary course of business; provided that the aggregate amount        of such loans and advances outstanding at any time shall not exceed $10,000,000;               (n)  Permitted Acquisitions;               (o)  without  duplication  of  amounts  paid  pursuant  to  Section  6.08(b)(vi),  other        Investments with amounts that could otherwise have been paid as Restricted Payments        under Section 6.08(a)(vii); and                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           123                (p)  other  Investments  and  acquisitions; provided that,  at  the  time  each  such        Investment or acquisition is purchased, made or otherwise acquired, (i) no Default shall        have occurred and be continuing or would result therefrom and (ii) the aggregate amount        of all Investments made in reliance on this clause (p) outstanding at any time, together        with  the  aggregate  amount  of  all  consideration  paid  in  connection  with  all  other        acquisitions  made  in  reliance  on  this  clause  (p), shall  not  exceed  $25,000,000  in  the        aggregate at any time.               SECTION 6.05.  Asset Sales.  None of Murphy USA, the Company or any other  Subsidiary  will  sell,  transfer,  lease  or  otherwise  dispose  of  any  asset,  including  any  Equity  Interest  owned  by  it,  nor  will  any  Subsidiary  issue  any  additional  Equity  Interest  in  such  Subsidiary  (other  than  to  Murphy  USA,  the  Company  or  any  other  Subsidiary  in  compliance  with  Section 6.04,  and  other  than  directors’  qualifying  shares  and  other  nominal  amounts  of  Equity Interests that are required to be held by other Persons under applicable law), except:               (a)  sales,  transfers,  leases  and  other  dispositions  in  the  ordinary  course  of        business of inventory or used or surplus equipment or of cash and Permitted Investments;               (b)  sales  in  the  ordinary  course  of  business  of  immaterial  assets,  including        individual retail sales establishments and terminals;               (c)  sales, transfers, leases and other dispositions to Murphy USA, the Company        or  any  other  Subsidiary; provided that  any  such  sales,  transfers,  leases  or  other        dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance        with Sections 6.04 and 6.09;               (d)  sales, transfers or other dispositions of accounts receivable in connection with        the compromise or collection thereof in the ordinary course of business consistent with        past practice and not as part of any accounts receivables financing transaction;               (e)  dispositions  of  assets  subject  to any  casualty  or  condemnation  proceeding        (including dispositions in lieu of condemnation);               (f)  dispositions of property to the extent that (i) such property is exchanged for        credit against the purchase price of similar replacement property or (ii) the proceeds of        such disposition are promptly applied to the purchase price of such replacement property;               (g)  [reserved];               (h)  other sales, transfers, leases and other dispositions of assets; provided that (i)        the aggregate fair value of all assets sold, transferred, leased or otherwise disposed of in        reliance on this clause shall not exceed $70,000,000 in any fiscal year of Murphy USA,        (ii) all such sales, transfers, leases and other dispositions shall be made for fair value and        at least 75% cash consideration, (iii) no Default shall have occurred and be continuing at        the  time  of,  or  would  result  from,  any  such  sale,  transfer  or  other  disposition,  (iv)  the        Company shall have given the Administrative Agent written notice advising of such sale,        transfer or other disposition, together with such information as shall be required for the                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           124          Administrative  Agent  to  adjust  the  Borrowing  Base  to  reflect  such  disposition,  to  the        extent required by the definition of the term “Borrowing Base”, and (v) after giving effect        to  any  adjustment  to  the  Borrowing  Base  arising  from  such  sale,  transfer  or  other        disposition,  the  Aggregate  Revolving  Exposure  at  the  time  shall  not  exceed  the        Borrowing Base as so adjusted;               (i)  other  sales,  transfers  and  other  dispositions  of  assets, provided that  (i)  the        aggregate  fair  value  of  all  assets  sold,  transferred,  leased  or  otherwise  disposed  of  in        reliance  on  this  clause  shall  not  exceed  $200,000,000 since  the  Effective  Date,  (ii)  all        such sales, transfers and other dispositions shall be made for fair value and at least 75%        cash consideration, (iii) no Default shall have occurred and be continuing at the time of,        or would result from, any such sale, transfer or other disposition, (iv) the Company shall        have  given  the  Administrative  Agent  written  notice  advising  of  such sale,  transfer  or        other  disposition,  together  with  such  information  as  shall  be  required  for  the        Administrative  Agent  to  adjust  the  Borrowing  Base  to  reflect  such  disposition,  to  the        extent required by the definition of the term “Borrowing Base”, and (v) after giving effect        to  any  adjustment  to  the  Borrowing  Base  arising  from  such  sale,  transfer  or  other        disposition,  Availability  shall  exceed  the  greater  of  (A)  40%  of  the  lesser  of  (x)  the        Aggregate Revolving Commitment and (y) the Borrowing Base as so  adjusted and (B)        $100,000,000; and               (j)  sales,  transfers,  leases  and  other  dispositions  of  assets  made  as  part  of  a        Sale/Leaseback Transaction made in reliance on clause (c)(ii) of Section 6.06, provided        that (i) the Company shall have given the Administrative Agent written notice advising of        such  sale,  transfer  or  other  disposition,  together  with  such  information  as  shall  be        required  for  the  Administrative  Agent  to  adjust  the  Borrowing  Base  to  reflect  such        disposition, to the extent required by the definition of the term “Borrowing Base”, and (ii)        after  giving  effect  to  any  adjustment  to  the  Borrowing  Base  arising  from  such  sale,        transfer  or  other  disposition,  the  Aggregate  Revolving  Exposure  at  the  time  shall  not        exceed the Borrowing Base as so adjusted.   Notwithstanding the foregoing, other than dispositions to the Company or another Subsidiary in  compliance  with  Section  6.04,  and  other  than  directors’ qualifying  shares  and  other  nominal  amounts  of  Equity  Interests  that  are  required  to  be  held  by  other  Persons  under applicable  requirements  of law, no such sale, transfer or other disposition of any Equity  Interests in  any  Subsidiary shall be permitted unless (i) such Equity Interests constitute all the Equity Interests in  such  Subsidiary  held  by  Murphy  USA  and  the  Subsidiaries  and  (ii) immediately  after  giving  effect to such transaction, Murphy USA and the Subsidiaries shall otherwise be in compliance  with Section 6.04.               SECTION 6.06.  Sale/Leaseback  Transactions.  None  of  Murphy  USA,  the  Company or any other Subsidiary will enter into any Sale/Leaseback Transaction unless (a) the  sale or transfer of the property thereunder is permitted under Section 6.05, (b) any Indebtedness  and  Liens  arising  in  connection  therewith  are  permitted  under  Sections 6.01  and  6.02  and  (c)  either (i) such Sale/Leaseback Transaction (A) relates to a fixed or capital asset, (B) is made for  cash  consideration  in  an  amount  not  less  than  the  fair  value  of  such  asset  and  (C) is  consummated within 90 days after Murphy USA, the Company or any other Subsidiary acquires                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           125    or completes the construction of such asset or (ii) such Sale/Leaseback Transaction (A) relates to  a fixed or capital asset that is not of the type that is described in the definition of the term “ABL  Priority Collateral”, (B) is made for cash consideration in an amount not less than the fair value  of  such  asset  and  (C)  after  giving  pro  forma  effect  thereto  (including  the  incurrence  of  the  Attributable Indebtedness in respect thereof) in accordance with Section 1.04(b), (1) no Default  shall have occurred and be continuing, (2) Availability shall exceed the greater of (x) 25% of the  lesser  of  the  Aggregate  Revolving  Commitments  and  the  Borrowing  Base  (as  adjusted  in  accordance  with  Section  6.05)  and  (y)  $100,000,000,  (3)  unless  Availability  shall  exceed  the  greater  of  (x)  40%  of  the  lesser  of  the  Aggregate  Revolving  Commitment  and  the  Borrowing  Base (as adjusted in accordance with Section 6.05) and (y) $100,000,000, Murphy USA and the  Company shall be in compliance with the covenants set forth in Sections 6.11 (determined as if a  Covenant  Period  were  then  applicable),  (4)  Murphy  USA  and  the  Company  shall  be  in  compliance with, at any time when a Covenant Period shall be in effect, Section 6.11 and, at any  time when a Term Loan shall be outstanding, Section 6.12 and (5) the Secured Leverage Ratio  shall not exceed 2.50 to 1.00, in the case of clauses (3), (4) and (5), as of the end of or for the  period of four consecutive fiscal quarters of Murphy USA then most recently ended for which  financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the  delivery  of  any  such  financial  statements,  ending  with  the  last  fiscal  quarter  included  in  the  financial statements referred to in Section 3.04(a)).               SECTION 6.07.  Hedging Agreements.  None of Murphy USA, the Company or  any  other  Subsidiary  will  enter  into  any  Hedging  Agreement,  except  (a) Hedging  Agreements  entered  into  to  hedge  or  mitigate  risks  to  which  Murphy  USA,  the  Company  or  any  other  Subsidiary  has  actual  exposure  (other  than in  respect  of  Equity  Interests  or  Indebtedness  of  Murphy USA, the Company or any other Subsidiary) and (b) Hedging Agreements entered into  in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from  one  floating  rate to  another  floating  rate  or  otherwise)  with  respect  to  any  interest-bearing  liability or investment of Murphy USA, the Company or any other Subsidiary.               SECTION 6.08.  Restricted  Payments;  Certain  Payments  of  Indebtedness.  (a)   None of Murphy USA, the Company or any other Subsidiary will declare or make, or agree to  pay or make, directly or indirectly, any Restricted Payment, except that (i) Murphy USA may  declare and pay dividends with respect to its Equity Interests payable solely in additional Equity  Interests permitted hereunder, (ii) any Subsidiary may declare and pay dividends or make other  Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such  Equity  Interests  (or,  if  not  ratably,  on  a  basis  more  favorable  to Murphy  USA  and  the  Subsidiaries),  (iii)  Murphy  USA  may  repurchase  Equity  Interests  upon  the  exercise  of  stock  options  if  such  Equity  Interests  represent  a  portion  of  the  exercise  price  of  such  options,  (iv)  Murphy USA may make cash payments in lieu of the issuance of fractional shares in connection  with  the  exercise  of  warrants,  options  or  other  securities  convertible  into  or  exchangeable  for  capital stock in Murphy USA, (v) Murphy USA may make Restricted Payments, not exceeding  $30,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option  plans or other benefit plans or agreements for directors, officers or employees of Murphy USA,  the Company and the other Subsidiaries, (vi) Murphy USA may make Restricted Payments in  cash in an aggregate amount not exceeding $25,000,000 for any fiscal  year, and (vii) Murphy  USA may make additional Restricted Payments in cash so long as at the time of declaration (in                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           126    the case of a dividend) or payment (in all other cases) (A) no Default shall have occurred and be  continuing and (B) after giving effect to such Restricted Payment, and any related incurrence of  Indebtedness,  on  a  pro  forma  basis  in  accordance  with  Section 1.04(b),  (1)  Availability  shall  exceed the  greater of (x) 25% of the lesser of the Aggregate Revolving Commitment and the  Borrowing  Base  then  in  effect  and  (y)  $100,000,000,  (2)  unless  Availability  shall  exceed  the  greater  of  (x)  40%  of  the  lesser  of  the  Aggregate  Revolving  Commitment  and  the  Borrowing  Base then in effect and (y) $100,000,000, Murphy USA and the Company shall be in compliance  with  the  covenant  set  forth  in  Section 6.11  (determined  as  if  a  Covenant  Period  were  then  applicable)  and  (3)  Murphy  USA  and  the  Company  shall  be  in  compliance  with,  at  any  time  when a Covenant Period shall be in effect, Section 6.11 and, at any time when a Term Loan shall  be outstanding, Section 6.12, in the case of clauses (2) and (3), calculated as of the end of or for  the  period  of  four  consecutive  fiscal  quarters  of  Murphy  USA  then  most  recently  ended  for  which  the  financial  statements  have  been  delivered  pursuant  to  Section 5.01(a)  or  5.01(b)  (or,  prior to the delivery of any such financial statements, ending with the last fiscal quarter included  in the financial statements referred to in Section 3.04(a)).               (b)  None of Murphy USA,  the Company  or any  other Subsidiary will make or  agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash,  securities or other property) of or in respect of principal of or interest on any Indebtedness (other  than  intercompany  Indebtedness),  or  any  payment  or  other  distribution  (whether  in  cash,  securities  or  other  property),  including  any  sinking  fund  or  similar  deposit,  on  account  of  the  purchase,  redemption,  retirement,  acquisition,  defeasance,  cancelation  or  termination  of  any  Indebtedness (other than Disqualified Equity Interests and intercompany Indebtedness), except:               (i)  payments of or in respect of Indebtedness created under the Loan Documents;               (ii)  regularly  scheduled  interest and  principal  payments  as  and  when  due  in        respect  of  any  Indebtedness,  other  than  payments  in  respect  of  any  Subordinated        Indebtedness prohibited by the subordination provisions thereof;               (iii)  refinancings  of  Indebtedness  with  the  proceeds  of  other  Indebtedness        permitted under Section 6.01;               (iv)  payments  of  secured  Indebtedness  that  becomes  due  as  a  result  of  the        voluntary  sale  or  transfer  of  the  assets  securing  such  Indebtedness  in  transactions        permitted hereunder;               (v)  payments of or in respect of Indebtedness made solely with Equity Interests in        Murphy USA (other than Disqualified Equity Interests); and               (vi)  without duplication of amounts paid pursuant to Section 6.04(o), payments of        Indebtedness in amounts that could have been paid as Restricted Payments under Section        6.08(a)(vii).               SECTION 6.09.  Transactions  with  Affiliates.  None  of  Murphy  USA,  the  Company or any other Subsidiary will sell, lease, license or otherwise transfer any assets to, or  purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           127    transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and  conditions not less favorable to Murphy USA, the Company or such Subsidiary than those that  would prevail in arm’s-length transactions with unrelated third parties, (b) transactions between  or  among  the  Loan  Parties  not  involving  any  other  Affiliate,  (c)  any  Restricted  Payment  permitted  under  Section 6.08,  (d)  issuances  by  Murphy  USA  of  Equity  Interests  (other  than  Disqualified Equity Interests), (e) compensation and indemnification of, and other employment  arrangements with, directors, officers and employees of Murphy USA, the Company or any other  Subsidiary entered in the ordinary course of business and (f) the transactions and Investments  permitted under clauses (d), (e), (f), (l) and (m) of Section 6.04.               SECTION 6.10.  Restrictive Agreements.  None of Murphy USA, the Company  or  any  other  Subsidiary  will,  directly  or  indirectly,  enter  into,  incur  or  permit  to  exist  any  agreement or other arrangement that restricts or imposes any condition upon (a) the ability of  Murphy USA, the Company or any other Subsidiary to create, incur or permit to exist any Lien  upon any of its assets to secure any Secured Obligations or (b) the ability of any Subsidiary to  pay dividends or other distributions with respect to its Equity Interests or to make or repay loans  or  advances  to  Murphy  USA,  the  Company  or  any  other  Loan  Party  or  to  Guarantee  Indebtedness  of  Murphy  USA,  the  Company  or  any  other  Loan  Party; provided that  (i)  the  foregoing  shall  not  apply  to  (A) restrictions  and  conditions  imposed  by  law  or  by  any  Loan  Document, (B) restrictions and conditions imposed by the Senior Notes Documents as in effect  on  the Effective  Date,  (C)  restrictions  and  conditions  imposed  by  any  other  Indebtedness  permitted under Section 6.01, including any Refinancing Indebtedness in respect of the Senior  Notes permitted under Section 6.01(b), provided that the restrictions and conditions imposed by  any such Indebtedness are not less favorable to the Lenders than the restrictions and conditions  imposed  by  the  Senior  Notes  Documents  or,  in  the  case  of any  Refinancing  Indebtedness  in  respect of the Senior Notes, any Permitted Additional Unsecured Indebtedness and any Permitted  Non-ABL  Indebtedness,  such  restrictions  or  conditions,  at  the  time  such  Indebtedness  is  incurred, in the good faith judgment of Murphy USA or the Company, are on customary market  terms for Indebtedness of such type and could not reasonably be expected to impair the ability of  Murphy  USA,  the Company  and  the  other  Loan  Parties  to  meet  their  payment  and  other  obligations under the Loan Documents, (D) restrictions and conditions existing on the Effective  Date identified on Schedule 6.10 (but shall apply to any amendment or modification expanding  the  scope  of  any  such  restriction  or  condition),  (E) customary  restrictions  and  conditions  contained in agreements relating to the sale of a Subsidiary, or a business unit, division, product  line  or  line  of  business,  that  are  applicable  solely  pending  such  sale, provided that  such  restrictions and conditions apply only to the Subsidiary, or the business unit, division, product  line or line of business, that is to be sold and such sale is permitted hereunder and (F) in the case  of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by  its organizational documents or any related joint venture or similar agreement, provided that such  restrictions  and  conditions  apply  only  to  such  Subsidiary  and  to  any  Equity  Interests  in  such  Subsidiary,  (ii) clause  (a)  of  the  foregoing  shall  not  apply  to  (A) restrictions  or  conditions  imposed  by  any  agreement  relating  to  secured  Indebtedness  permitted  by  Section 6.01(f)  or  6.01(g) if such restrictions or conditions apply only to the assets securing such Indebtedness or  (B) customary provisions in leases and other agreements restricting the assignment thereof and  (iii)  clause  (b)  of  the  foregoing  shall  not  apply  to  (A) restrictions  and  conditions  imposed  by  agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           128    became  a  Subsidiary  and  otherwise  permitted  by  Section 6.01(g)  (but  shall  apply  to  any  amendment or modification expanding the scope of any such restriction or condition), provided  that  such  restrictions  and  conditions  apply  only  to  such  Subsidiary,  and  (B) restrictions  and  conditions  imposed  by  agreements  relating  to  Indebtedness  of  Foreign  Subsidiaries  permitted  under  Section 6.01, provided that  such  restrictions  and  conditions  apply  only  to  Foreign  Subsidiaries.  Nothing in this paragraph shall be deemed to modify the requirements set forth in  the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Loan  Parties under Sections 5.03, 5.04 or 5.12 or under the Security Documents.                SECTION 6.11.  Consolidated Fixed Charge Coverage Ratio.  During any period  (each,  a  “Covenant  Period”)  (a)  commencing  on  any  day  when  Availability  has  for  three  consecutive  Business  Days  been  less  than  the  greater  of  (i)  17.5%  of  the  lesser  of  (A)  the  Aggregate Revolving Commitment then in effect and (B) the Borrowing Base then in effect, and  (ii) $70,000,000, and (b) ending after Availability has been greater than the amount set forth in  clause  (a)  above  for  30  consecutive  calendar  days,  the  Loan  Parties  will  not  permit  the  Consolidated  Fixed  Charge  Coverage  Ratio  for  any  Test  Period  (commencing  with  the  Test  Period  ended  most  recently  prior  to  the  commencement  of  such  Covenant  Period  for  which  financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to  the  delivery  of  any  such  financial  statements,  the  Test  Period  ended  the  last  fiscal  quarter  included in the financial statements referred to in Section 3.04(a))) to be less than 1.00 to 1.00.               SECTION 6.12.  Secured Leverage Ratio.  Murphy USA and the Company will  not permit the Secured Leverage Ratio at  any time when any Term Loan is outstanding to be  greater than 4.50 to 1.00.               SECTION 6.13.  Fiscal Year.  Murphy USA and the Company will not, and will  not permit any other Subsidiary to, change its fiscal year to end on a date other than December  31.               SECTION 6.14.  Anti-Corruption Laws.  No Borrowing will be made or Letter of  Credit issued, and no proceeds of any Borrowing will be used, (a) for the purpose of funding  payments to any officer or employee of a Governmental Authority or of a Person controlled by a  Governmental  Authority,  to  any  Person  acting  in  an  official  capacity  for  or  on  behalf  of  any  Governmental Authority or Person controlled by a Governmental Authority, or to any political  party, official of a political party, or candidate for political office, in each case in violation of  applicable  Anti-Corruption  Laws,  (b)  for  the  purpose  of  financing  the  activities  of  any  Sanctioned Person or (c) in any manner that would result in the violation of Sanctions by any  party hereto.                                    ARTICLE VII                                                                          Events of Default               If any of the following events (“Events of Default”) shall occur:               (a)  a Borrower shall fail to pay any principal of any Loan or any reimbursement        obligation in respect of any LC Disbursement when and as the same shall become due                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           129          and payable, whether at the due date thereof or at a date fixed for prepayment thereof or        otherwise;               (b)  a Borrower shall fail to pay any interest on any Loan or any fee or any other        amount (other than an amount referred to in clause (a) of this Article) payable under this        Agreement or any other Loan Document, when and as the same shall become due and        payable, and such failure shall continue unremedied for a period of three Business Days;               (c)  any  representation,  warranty  or  statement  made  or  deemed  made by  or  on        behalf of Murphy USA, the Company or any other Subsidiary in any Loan Document or        in any report, certificate, financial statement or other information provided pursuant to or        in  connection  with  any  Loan  Document  or  any  amendment  or  modification  thereof  or        waiver thereunder shall prove to have been incorrect in any material respect when made        or deemed made;               (d)  Murphy USA or the Company shall fail to observe or perform any covenant,        condition or agreement contained in Section 5.02(a), 5.05 (with respect to the existence        of  Murphy  USA,  the  Company  or  any  other  Borrower),  5.11, 5.14 or 5.15 or  in        Article VI;               (e)  any  Loan  Party  shall  fail  to  observe  or  perform  any  covenant,  condition  or        agreement contained in (i) Section 5.01(c), and such failure shall continue unremedied for        a period of five Business Days (or two Business Days at any time when the parenthetical        in Section 5.01(c) is applicable), or (ii) any Loan Document (other than those specified in        clause (a), (b), (d) or (e)(i) of this Article), and such failure shall continue unremedied for        a period of 30 days after notice thereof from the Administrative Agent or any Lender to        the Company (with a copy to  the Administrative Agent  in  the case of any  such notice        from a Lender);               (f)  Murphy  USA,  the  Company  or  any other  Subsidiary  shall fail  to  make  any        payment (whether of principal, interest, termination payment or other payment obligation        and regardless of amount) in respect of any Material Indebtedness, when and as the same        shall become due and payable;               (g)  any  event or  condition  occurs  that  results  in  any  Material  Indebtedness        becoming due or being terminated or required to be prepaid, repurchased, redeemed or        defeased prior to its scheduled maturity, or that enables or permits (with or without the        giving  of  notice, the  lapse  of  time  or  both)  the  holder  or  holders  of  any  Material        Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedging        Agreement, the applicable counterparty, to cause such Material Indebtedness to become        due, or to terminate such Material Indebtedness or require the prepayment, repurchase,        redemption  or  defeasance  thereof,  prior  to  its  scheduled  maturity; provided that  this        clause (g) shall not apply to (i) any secured Indebtedness that becomes due as a result of        the  voluntary  sale  or  transfer  of  the  assets  securing  such  Indebtedness  or  (ii)  any        Indebtedness  that becomes  due as  a result of a voluntary refinancing thereof permitted        under Section 6.01;                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           130                (h)  one or more ERISA Events shall have occurred that could, individually or in        the aggregate, reasonably be expected to result in a Material Adverse Effect;                (i)  an involuntary proceeding shall be commenced or an involuntary petition shall        be filed seeking (i) liquidation, reorganization or other relief in respect of Murphy USA,        the Company or any other Subsidiary or its debts, or of a substantial part of its assets,        under any  Federal,  state or foreign bankruptcy,  insolvency, receivership  or similar law        now  or  hereafter  in  effect  or  (ii) the  appointment  of  a  receiver,  trustee,  custodian,        sequestrator, conservator or similar official for Murphy USA, the Company or any other        Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or        petition  shall  continue  undismissed  for  60 days  or  an  order  or  decree approving  or        ordering any of the foregoing shall be entered;               (j)  Murphy  USA,  the  Company  or  any  other  Subsidiary  shall  (i) voluntarily        commence  any  proceeding  or  file  any  petition  seeking  liquidation  (other  than  any        liquidation  permitted  by  Section 6.03(a)(v)),  reorganization  or  other  relief  under  any        Federal,  state  or  foreign  bankruptcy,  insolvency,  receivership  or  similar  law  now  or        hereafter  in  effect,  (ii) consent  to  the  institution  of,  or  fail  to  contest  in  a  timely  and        appropriate  manner,  any  proceeding or  petition  described  in  clause (i)  of  this  Article,        (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,        conservator or similar official for Murphy USA, the Company or any other Subsidiary or        for a substantial part of its assets, (iv) file an answer admitting the material allegations of        a petition filed against it in any such proceeding or (v) make a general assignment for the        benefit  of  creditors,  or the  board  of  directors  (or  similar  governing  body)  of  Murphy        USA, the Company or any other Subsidiary (or any committee thereof) shall adopt any        resolution  or  otherwise  authorize  any  action  to  approve  any  of  the  actions  referred  to        above in this clause (j) or clause (i) of this Article;               (k)  Murphy  USA,  the  Company  or  any other  Subsidiary  shall  become  unable,        admit in writing its inability or fail generally to pay its debts as they become due;               (l)  one or more judgments for the payment of money in an aggregate amount in        excess of $25,000,000 shall be rendered against Murphy USA, the Company, any other        Subsidiary  or  any  combination  thereof  and  the  same  shall  remain  undischarged  for  a        period of 30 consecutive days during which execution shall not be effectively stayed, or        any action shall be legally taken by a judgment creditor to attach or levy upon any assets        of Murphy USA, the Company or any other Subsidiary to enforce any such judgment;               (m)  any Permitted Intercreditor Agreement is not or ceases to be binding on or        enforceable against any party thereto (or against any Person on whose behalf any such        party makes any covenant or agreements therein), or shall otherwise not be effective to        create the rights and obligations purported to be created thereunder, in each case in any        respect material to the Administrative Agent or the other Secured Parties;               (n)  any Lien purported to be created under any Security Document shall cease to        be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any        material  Collateral,  with  the  priority  required  by  the  applicable  Security  Document,                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           131          except  as  a  result  of  (i)  a  sale  or  transfer  of  the  applicable  Collateral  in  a  transaction        permitted under the Loan Documents, (ii) the release thereof as provided in the applicable        Security Document or Section 9.14 or (iii) the Administrative Agent’s failure to maintain        possession  of  any  stock  certificate,  promissory  note  or  other  instrument  delivered  to  it        under the Collateral Agreement;               (o)  any material provision of any Loan Document or any Guarantee purported to        be created under any Loan Document shall fail or cease to be, or shall be asserted by any        Loan Party not to be, in full force and effect, except as a result of the release thereof as        provided in the applicable Loan Document or Section 9.14; or               (p)  a Change in Control shall occur;   then, and in every such event (other than an event with respect to Murphy USA, the Company or  any other Borrower described in clause (i) or (j) of this Article), and at any time thereafter during  the continuance of such event, the Administrative Agent may with the consent, and shall at the  request, of the Required Lenders, by notice to Murphy USA and the Company, take any or all of  the  following  actions,  at  the  same  or  different  times:  (i) terminate  the  Commitments,  and  thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding  to be due and payable in whole (or in part (but ratably as among the Classes of Loans and the  Loans of each Class at the time outstanding), in which case any principal not so declared to be  due and payable may thereafter be declared to be due and payable), and thereupon the principal  of the Loans so declared to be due and payable, together with accrued interest thereon and all  fees  and  other  obligations  of  the  Borrowers  hereunder,  shall  become  due  and  payable  immediately,  and  (iii) require  the  deposit  of  cash  collateral  in  respect  of  LC  Exposure  as  provided in Section 2.05(i), in each case without presentment, demand, protest or other notice of  any  kind,  all  of  which  are  hereby  waived  by  Murphy  USA,  the  Company  and  each  other  Borrower; and in the case of any event with respect to Murphy USA, the Company or any other  Borrower  described  in  clause (i)  or  (j)  of  this  Article,  the  Commitments  shall  automatically  terminate, the principal of the Loans then outstanding, together with accrued interest thereon and  all fees and other obligations of the Borrowers hereunder, shall immediately and automatically  become due and payable and the deposit of such cash collateral in respect of LC Exposure shall  immediately and automatically become due, in each case without presentment, demand, protest  or other notice of any kind, all of which are hereby waived by Murphy USA, the Company and  each other Borrower.                                   ARTICLE VIII                                                                       The Administrative Agent               Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity  named as Administrative Agent in the heading of this Agreement and its successors to serve as  administrative  agent  and  collateral  agent  under  the  Loan  Documents,  and  authorizes  the  Administrative Agent to take such actions and to exercise such powers as are delegated to the  Administrative  Agent  by  the  terms  of  the  Loan  Documents,  together  with  such  actions  and  powers as are reasonably incidental thereto.  In addition, to the extent required under the laws of  any jurisdiction  other than the United States  of  America,  each of the  Lenders and the  Issuing                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           132    Banks hereby grants to the Administrative Agent any required powers of attorney to execute any  Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s  behalf.                 The Person serving as  the Administrative  Agent hereunder shall have the same  rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing  Bank  and  may  exercise  the  same  as  though  it  were  not  the  Administrative  Agent,  and  such  Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the  financial  advisor  or  in  any  other  advisory  capacity  for  and  generally  engage  in  any  kind  of  business with Murphy USA, the Company or any other Subsidiary or other Affiliate thereof as if  such  Person  were  not  the  Administrative  Agent  hereunder  and  without  any  duty  to  account  therefor to the Lenders or the Issuing Banks.               The Administrative Agent shall not have any duties or obligations except those  expressly set forth in the Loan Documents, and its duties hereunder shall be administrative in  nature.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not  be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred  and is continuing (and it is understood and agreed that the use of the term “agent” herein or in  any  other  Loan  Documents  (or  any  other  similar  term)  with  reference  to  the  Administrative  Agent is not intended to connote any fiduciary or other implied (or express) obligations arising  under agency doctrine of any applicable law, and that such term is used as a matter of market  custom  and  is  intended  to  create  or  reflect  only  an  administrative  relationship  between  contracting  parties),  (b) the  Administrative  Agent  shall  not  have  any  duty  to  take  any  discretionary  action  or  to  exercise  any  discretionary  power,  except  discretionary  rights  and  powers  expressly  contemplated  by  the  Loan  Documents  that  the  Administrative  Agent  is  required  to  exercise  as  directed  in  writing  by  the  Required  Lenders  (or  such  other  number  or  percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in  good  faith  to  be  necessary,  under  the  circumstances  as  provided  in  the  Loan  Documents),  provided that  the  Administrative  Agent  shall  not  be  required  to  take  any  action  that,  in  its  opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document  or  applicable  law,  and  (c)  except  as  expressly  set  forth  in  the  Loan  Documents,  the  Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to  disclose, any information relating to Murphy USA, the Company, any other Subsidiary or any  other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving  as Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall  not  be  liable  for  any  action  taken  or  not  taken  by  it  with  the  consent  or  at  the request  of  the  Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as  the Administrative Agent shall believe in good faith to be necessary, under the circumstances as  provided  in  the  Loan  Documents)  or  in  the  absence  of  its  own  gross  negligence  or  wilful  misconduct (such absence to be presumed unless otherwise determined by a court of competent  jurisdiction by a final and nonappealable judgment).  The Administrative Agent shall be deemed  not to have knowledge of any Default unless and until written notice thereof (stating that it is a  “notice of default”) is given to the Administrative Agent by Murphy USA, the Company, any  other  Borrower,  a  Lender  or  an  Issuing  Bank,  and  the  Administrative  Agent  shall  not  be  responsible  for  or  have  any  duty  to  ascertain  or  inquire  into  (i) any  statement,  warranty  or  representation  made  in  or  in  connection  with  any  Loan  Document,  (ii) the  contents  of  any                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           133    certificate  (including  any  Borrowing  Base  Certificate),  report  or  other  document delivered  thereunder  or  in  connection  therewith,  including  with  respect  to  the  existence  and  aggregate  amount  of  Banking  Services  Obligations  or  Secured  Hedging  Agreement  Obligations,  (iii) qualification of (or lapse of any qualification of) any Account, Credit Card Receivable or  Inventory  under  the  eligibility  criteria  set  forth  herein,  other  than  eligibility  criteria  expressly  referring to the matters described therein being acceptable or satisfactory to, or being determined  by,  the  Administrative  Agent, (iv) the  performance  or  observance  of  any  of  the  covenants,  agreements or other terms or conditions set forth in any Loan Document or the occurrence of any  Default,  (v) the  sufficiency,  validity,  enforceability,  effectiveness  or  genuineness  of  any  Loan  Document  or  any  other  agreement,  instrument  or  document,  or  (vi) the  satisfaction  of  any  condition  set  forth  in  Article IV  or  elsewhere  in  any  Loan  Document,  other  than  to  confirm  receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of  any  condition  that  expressly  refers  to  the  matters  described  therein  being  acceptable  or  satisfactory to the Administrative Agent.  Notwithstanding anything herein to the contrary, the  Administrative  Agent  shall  not  be  liable  for,  or  be responsible  for  any  loss,  cost  or  expense  suffered by the Borrowers, any Lender or any Issuing Bank as a result of, any such determination  of the Revolving Exposure, Availability, the Borrowing Base or the component amounts of any  thereof.                 The Administrative Agent shall be entitled to rely, and shall not incur any liability  for  relying,  upon  any  notice,  request,  certificate,  consent,  statement,  instrument,  document  or  other  writing  (including  any  electronic  message,  Internet  or  intranet  website  posting  or  other  distribution)  believed  by  it  to  be  genuine  and  to  have  been  signed,  sent  or  otherwise  authenticated by the proper Person (whether or not such Person in fact meets the requirements  set forth in the Loan Documents for being the signatory, sender or authenticator thereof).  The  Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying,  upon any statement made to it orally or by telephone and believed by it to be made by the proper  Person  (whether  or  not  such  Person  in  fact  meets  the  requirements  set  forth  in  the  Loan  Documents for being the maker thereof), and may act upon any such statement prior to receipt of  written  confirmation  thereof.   In  determining  compliance  with  any  condition  hereunder  to  the  making of a Loan, or the issuance, extension or increase of a Letter of Credit, that by its terms  must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent  may  presume  that  such  condition  is  satisfactory  to  such  Lender  or  Issuing Bank  unless  the  Administrative  Agent  shall  have  received  notice  to  the  contrary  from  such  Lender  or  Issuing  Bank sufficiently in advance of the making of such Loan or the issuance, extension or increase of  such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be  counsel for the Loan Parties), independent accountants and other experts selected by it, and shall  not be liable for any action taken or not taken by it in accordance with the advice of any such  counsel, accountants or experts.               Each Lender and Issuing Bank hereby agrees that (a) it has requested a copy of  each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent  (i) makes no representation or warranty, express or implied, as to the completeness or accuracy  of  any  Report  or  any  of  the  information  contained  therein  or  any  inaccuracy  or  omission  contained in or relating to any Report and (ii) shall not be liable for any information contained in  any  Report;  (c)  the  Reports  are  not  comprehensive  audits  or  examinations,  and  any  Person                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           134    performing  any  field  examination  will  inspect  only  specific  information  regarding  the  Loan  Parties  and  will  rely  significantly  upon  the  Loan  Parties’  books  and  records,  as  well  as  on  representations of the Loan Parties’ personnel, and that the Administrative Agent undertakes no  obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential  and  strictly  for  its  internal  use  and  not  share  any  Report  with  any  other  Person  except  as  otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any  other  indemnification  provision  contained  in  this  Agreement,  it  will  pay  and  protect,  and  indemnify, defend, and hold the Administrative Agent, each other Person preparing a Report and  the  Related  Parties  of  any  of  the  foregoing  harmless  from  and  against,  the  claims,  actions,  proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees)  incurred by any of them as the direct or indirect result of any third parties who obtain all or part  of any Report through the indemnifying Lender.               The Administrative Agent may perform any of and all of its duties and exercise its  rights and powers hereunder or under any other Loan Document by or through any one or more  sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub- agent may perform any of and all of their duties and exercise their rights and powers through  their respective Related  Parties.  The exculpatory  provisions of this  Article shall apply to  any  such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,  and  shall  apply  to  their  respective  activities  in  connection  with  the  syndication  of  the  credit  facilities provided for herein as well as activities as Administrative Agent.  The Administrative  Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the  extent that a court of competent jurisdiction determines in a final and nonappealable judgment  that the Administrative Agent acted with gross negligence or willful misconduct in the selection  of such sub-agents.               Subject to the terms of this paragraph, the Administrative Agent may resign at any  time from its capacity as such.  In connection with such resignation, the Administrative Agent  shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Company.  Upon  receipt  of  any  such  notice  of  resignation,  the  Required  Lenders  shall  have  the  right,  in  consultation  with  the  Company,  to  appoint  a  successor.   If  no  successor  shall  have  been  so  appointed  by  the  Required  Lenders  and  shall  have  accepted  such  appointment  within  30 days  after  the  retiring  Administrative  Agent  gives  notice  of  its  intent  to  resign,  then  the  retiring  Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor  Administrative  Agent,  which  shall  be  a  bank  with  an  office  in  New  York,  New  York,  or  an  Affiliate  of  any  such  bank.   Upon  the  acceptance  of  its  appointment  as  Administrative  Agent  hereunder by a successor, such successor shall succeed to and become vested with all the rights,  powers,  privileges  and  duties  of  the  retiring  Administrative  Agent,  and  the  retiring  Administrative Agent shall be discharged from its duties and obligations hereunder and under the  other  Loan  Documents.   The  fees  payable  by  Murphy  USA  and  the  Company  to  a  successor  Administrative  Agent  shall  be  the  same  as  those  payable  to  its  predecessor  unless  otherwise  agreed by Murphy USA, the Company and such successor.  Notwithstanding the foregoing, in  the  event  no  successor  Administrative  Agent  shall  have  been  so  appointed  and  shall  have  accepted such appointment within 30 days after the retiring Administrative Agent gives notice of  its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its  resignation  to  the  Lenders,  the  Issuing  Banks  and  the  Company,  whereupon,  on  the  date  of                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           135    effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall  be discharged from its duties and obligations hereunder and under the other Loan Documents,  provided that,  solely  for  purposes  of  maintaining  any  security  interest  granted  to  the  Administrative Agent under any Security Document for the benefit of the Secured Parties, the  retiring Administrative Agent shall continue to be vested with such security interest as collateral  agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of  the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a  successor Administrative Agent is appointed and accepts such appointment in accordance with  this paragraph (it being understood and agreed that the retiring Administrative Agent shall have  no  duty  or  obligation  to  take  any  further  action  under  any  Security  Document,  including  any  action required to maintain the perfection of any  such security interest), and (b) the Required  Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of  the retiring Administrative Agent, provided that (i) all payments required to be made hereunder  or under any other Loan Document to the Administrative Agent for the account of any Person  other than the Administrative Agent shall be made directly to such Person and (ii) all notices and  other communications required or contemplated to be given or made to the Administrative Agent  shall  also  directly  be  given  or  made  to  each  Lender  and  each  Issuing  Bank.   Following  the  effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions  of  this  Article  and  Sections 9.03 and  9.19,  as  well  as  any  exculpatory, reimbursement  and  indemnification provisions set forth in any other Loan Document, shall continue in effect for the  benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties  in  respect  of  any  actions  taken  or  omitted  to  be  taken  by  any  of  them  while  it  was  acting  as  Administrative Agent  and in  respect  of the matters referred to  in  the proviso under clause (a)  above.               Each  Lender  and  Issuing  Bank  acknowledges  that  it  has,  independently  and  without reliance upon the Administrative Agent, any Arranger or  any other  Lender or  Issuing  Bank, or any of the Related Parties of any of the foregoing, and based on such documents and  information as it has deemed appropriate, made its own credit analysis and decision to enter into  this Agreement.  Each Lender and Issuing Bank also acknowledges that it will, independently  and  without  reliance  upon  the  Administrative  Agent,  the  Arrangers  or  any  other  Lender  or  Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents  and  information  as  it  shall  from  time  to  time  deem  appropriate,  continue  to  make  its  own  decisions  in  taking  or  not  taking  action  under  or  based  upon  this  Agreement,  any  other  Loan  Document or any related agreement or any document furnished hereunder or thereunder.               Each Lender, by delivering its signature page to this Agreement and funding its  Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption  or  any  other  Loan  Document  pursuant  to  which  it  shall  become  a  Lender  hereunder,  shall  be  deemed to have acknowledged receipt of, and consented to and approved, each Loan Document  and each other document required to be delivered to, or be approved by or satisfactory to, the  Administrative Agent or the Lenders on the Effective Date.               Except with respect to the exercise of setoff rights of any Lender in accordance  with Section 9.08 or with respect to a Lender’s right to file a proof of claim in an insolvency  proceeding,  no Secured  Party  shall  have  any  right  individually  to  realize  upon  any  of  the  Collateral  or  to  enforce  any  Guarantee  of  the  Secured  Obligations,  it  being  understood  and                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           136    agreed that all powers, rights and remedies under the Loan Documents may be exercised solely  by  the  Administrative  Agent  on  behalf  of  the  Secured  Parties  in  accordance  with  the  terms  thereof.   In  the  event  of  a  foreclosure  by  the  Administrative  Agent  on  any  of  the  Collateral  pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender  may  be  the  purchaser  or  licensor  of  any  or  all  of  such  Collateral  at  any  such  sale  or  other  disposition.  The Secured Parties hereby irrevocably authorize the Administrative Agent, at the  direction  of  the  Required  Lenders,  to  credit  bid  all  or  any  portion  of  the  Secured  Obligations  (including by accepting some or all of the Collateral in satisfaction of some or all of the Secured  Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase  (either directly or through one or more acquisition vehicles) all or any portion of the Collateral  (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under  Sections  363,  1123  or  1129  of  the  Bankruptcy  Code,  or any  similar  laws  in  any  other  jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance  of  collateral  in  lieu  of  debt  conducted  by  (or  with  the  consent  or  at  the  direction  of)  the  Administrative  Agent  (whether  by  judicial  action  or  otherwise)  in  accordance  with  any  applicable law.  In connection with any such credit bid and purchase, the Secured Obligations  owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative  Agent at the direction of the Required Lenders on a ratable basis (with Secured Obligations with  respect to contingent or unliquidated claims receiving contingent interests in the acquired assets  on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to  the liquidated portion of the contingent claim amount used in allocating the contingent interests)  for  the  asset  or  assets  so  purchased  (or  for  the  Equity  Interests  or  debt  instruments  of  the  acquisition vehicle or vehicles that are issued in connection with such purchase).  In connection  with  any  such  bid,  (i)  the  Administrative  Agent  shall  be  authorized  to  form  one  or  more  acquisition  vehicles  and  to  assign  any  successful  credit  bid  to  such  acquisition  vehicle  or  vehicles, (ii) each of the Secured Parties’ ratable interests in the Secured Obligations which were  credit bid  shall be deemed without any further  action under this  Agreement  to  be assigned to  such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall  be  authorized  to  adopt  documents  providing  for  the  governance  of  the  acquisition  vehicle  or  vehicles (provided that any actions by the Administrative Agent with respect to such acquisition  vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be  governed, directly or indirectly, by, and the governing documents shall provide for, control by  the vote of the Required Lenders or their permitted assignees under the terms of this Agreement  or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be,  irrespective of the termination of this Agreement and without giving effect to the limitations on  actions  by the Required  Lenders  contained in  Section 9.02), (iv) the Administrative Agent  on  behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured  Parties, ratably on account of the relevant Secured Obligations which were credit bid, interests,  whether as equity, partnership interests, limited partnership interests or membership interests, in  any  such  acquisition  vehicle  and/or  debt  instruments  issued  by  such  acquisition  vehicle,  all  without the need for any Secured Party or acquisition vehicle to take any further action, and (v)  to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to  acquire Collateral for any reason (as a result of another bid being higher or better, because the  amount  of  Secured  Obligations  assigned  to  the  acquisition vehicle  exceeds  the  amount  of  Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall  automatically be reassigned to  the Secured Parties  pro rata with  their original interest  in  such                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           137    Secured Obligations and the Equity Interests and/or debt instruments issued by any acquisition  vehicle  on  account  of  such  Secured  Obligations  shall  automatically  be  cancelled,  without  the  need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding  that the ratable portion of the Secured Obligations of each Secured Party are deemed assigned to  the  acquisition  vehicle  or  vehicles  as  set  forth  in  clause  (ii)  above,  each  Secured  Party  shall  execute such documents and provide such information regarding such Secured Party (and/or any  designee of such Secured Party which will receive interests in or debt instruments issued by such  acquisition vehicle) as the Administrative Agent may reasonably request in connection with the  formation  of  any  acquisition  vehicle,  the  formulation  or  submission  of  any  credit  bid  or  the  consummation of the transactions contemplated by such credit bid.               In  furtherance  of  the  foregoing  and  not  in  limitation  thereof,  no  Hedging  Agreement the obligations under which constitute Secured Obligations or agreement in respect  of Banking Services will create (or be deemed to create) in favor of any Secured Party that is a  party thereto any rights in connection with the management or release of any Collateral or of the  obligations  of  any  Loan  Party  under  any  Loan  Document  except  as  expressly  provided  in  the  Collateral Agreement.  By accepting the benefits of the Collateral, each Secured Party that is a  party  to  any  such  Hedging  Agreement  or  agreement  in  respect  of  Banking  Services  shall  be  deemed to  have  appointed  the  Administrative  Agent  to  serve  as  administrative  agent  and  collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a  Secured Party thereunder, subject to the limitations set forth in this paragraph.               The  Secured  Parties  irrevocably  authorize  the  Administrative  Agent,  (a)  at  its  option and in its discretion, to subordinate any Lien on any property granted to or held by the  Administrative Agent under any Loan Document to the holder of any Lien on such property that  is  permitted  by  Section  6.02(a)(v)  and  (b)  to  subordinate  any  Lien  on  any Non-ABL  Priority  Collateral granted  to  or  held  by  the  Administrative  Agent  under  any  Loan  Documents,  or  otherwise securing any Secured Obligations, to the Liens on such Non-ABL Priority Collateral  securing Permitted Non-ABL Indebtedness.  The Administrative Agent shall not be responsible  for  or  have  a  duty  to  ascertain  or  inquire  into  any  representation  or  warranty  regarding  the  existence,  value  or  collectability  of  the  Collateral,  the  existence,  priority  or  perfection  of  the  Administrative  Agent’s  Lien  thereon,  or  any  certificate  prepared  by  any  Loan  Party  in  connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders  for any failure to monitor or maintain any portion of the Collateral.               In case of the pendency of any proceeding with respect to any Loan Party under  any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter  in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any LC  Disbursement shall then be due and payable as herein expressed or by declaration or otherwise  and  irrespective  of  whether  the  Administrative  Agent  shall  have  made  any  demand  on  the  Borrowers)  shall  be  entitled  and  empowered  (but  not  obligated)  by  intervention  in  such  proceeding or otherwise:               (a) to file and prove a claim for the whole amount of the principal and interest        owing and unpaid in respect of the Loans, LC Exposure and all other Secured Obligations        that  are  owing  and  unpaid  and  to  file  such  other  documents  as  may  be  necessary  or        advisable  in  order  to  have  the  claims  of  the  Lenders,  the  Issuing  Banks  and  the                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           138          Administrative  Agent  (including  any  claim  under  Sections  2.12,  2.13,  2.15, 2.16,  2.17        and 9.03) allowed in such judicial proceeding; and               (b) to collect and receive any monies or other property payable or deliverable on        any such claims and to distribute the same;   and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in  any  such  proceeding  is  hereby  authorized  by  each  Lender,  each  Issuing  Bank  and  each  other  Secured  Party  to  make  such  payments  to  the  Administrative  Agent  and,  in  the  event  that  the  Administrative Agent shall consent to the making of such payments directly to the Lenders, the  Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due  to it, in its capacity as the Administrative Agent, under the Loan Documents (including under  Section 9.03).               Notwithstanding  anything  herein  to  the  contrary,  neither  the  Arrangers  nor  any  Person named on the cover page of this Agreement as a Syndication Agent or a Documentation  Agent shall have any duties or obligations under this Agreement or any other Loan Document  (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall  have the benefit of the indemnities provided for hereunder.               The  provisions  of  this  Article  are  solely  for  the  benefit  of  the  Administrative  Agent,  the  Lenders and  the  Issuing  Banks,  and,  except  solely to the  extent of the Company’s  rights  to  consent  pursuant  to  and  subject  to  the  conditions  set  forth  in  this  Article,  none  of  Murphy  USA,  the  Company  or  any  other  Loan  Party  shall  have  any  rights  as  a  third  party  beneficiary of any such provisions.  Each Secured Party, whether or not a party hereto, will be  deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured  Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.               Each  Lender  (x)  represents  and  warrants,  as  of  the  date  such  Person  became  a  Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto  to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative  Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan  Party, that at least one of the following is and will be true: (i) such Lender is not using “plan  assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of  one  or  more  Benefit  Plans with  respect  to  such  Lender’s  entrance  into,  participation  in,  administration of and performance of the Loans, the Commitments or this Agreement, (ii) the  transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for  certain transactions determined by independent qualified professional asset managers), PTE 95- 60 (a class exemption for certain transactions involving insurance company general accounts),  PTE  90-1  (a  class  exemption  for  certain  transactions  involving  insurance  company  pooled  separate  accounts),  PTE  91-38  (a  class  exemption  for  certain  transactions  involving  bank  collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined  by  in-house  asset  managers),  is  applicable  with  respect  to  such  Lender’s  entrance  into,  participation  in,  administration  of  and  performance  of  the  Loans,  the  Commitments  and  this  Agreement, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional  Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional  Asset Manager made the investment decision on behalf of such Lender to enter into, participate                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           139    in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance  into, participation in, administration of and performance of the Loans, the Commitments and this  Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and  (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84- 14 are satisfied with respect to such Lender’s entrance into, participation in, administration of  and  performance  of  the  Loans,  the  Commitments  and  this  Agreement  or  (iv)  such  other  representation, warranty and covenant as may be agreed in writing between the Administrative  Agent and such Lender.               In  addition,  unless  either  (1)  sub-clause  (i)  in  the  immediately  preceding  paragraph is true with respect to a Lender or (2) a Lender has provided another representation,  warranty  and  covenant  in  accordance  with  sub-clause  (iv)  in  the  immediately  preceding  paragraph, such Lender further (x) represents and warrants, as of the date such Person became a  Lender party hereto,  to,  and (y)  covenants,  from the date such Person became  a  Lender party  hereto  to  the  date  such  Person  ceases  being  a  Lender  party  hereto,  for  the  benefit  of,  the  Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party,  that  the  Administrative  Agent  is  not  a  fiduciary  with  respect  to  the  assets  of  such  Lender  involved in such Lender’s entrance into, participation in, administration of and performance of  the Loans, the Commitments and this Agreement (including in connection with the reservation or  exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or  any documents related hereto or thereto).                                    ARTICLE IX                                                                            Miscellaneous               SECTION 9.01.  Notices.  (a)  Except  in  the  case  of  notices  and  other  communications expressly permitted to be given by telephone (and subject to paragraph (b) of  this Section), all notices and other communications provided for herein shall be in writing and  shall be delivered by hand, overnight courier service or e-mail, mailed by certified or registered  mail or sent by fax, as follows:               (i)  if to Murphy USA, the Company or any other Borrower, to the Company at        200 Peach Street, El Dorado, Arkansas 71730, Attention of Mindy West (Fax No. 870-       881-6893;  email mindy.west@murphyusa.com),  with  a  copy  to  the  Company  at  200        Peach Street,  El  Dorado, Arkansas  71730, Attention of John Moore (Fax No. 870-881-       6893; email john.moore@murphyusa.com);               (ii)  if  to  the  Administrative  Agent,  to  JPMorgan  Chase  Bank,  N.A.,  Mailcode:         IL1 1190, 10 S. Dearborn, 22nd Floor, Chicago, IL 60603, Attention of CBC Operations        (Fax  No.  (312) 377-1091;  email  abl.ftw@jpmorgan.com),  with  a  copy  to  JPMorgan        Chase  Bank,  N.A.,  2200  Ross  Avenue,  9th  Floor,  Dallas,  TX  75201,  Attention  of Jon        Eckhouse (Fax No. 214-965-2594; jon.eckhouse@jpmorgan.com);               (iii)  if  to  any  Issuing  Bank,  to  it  at  its  address  (or  fax  number)  most  recently        specified by it in a notice delivered to the Administrative Agent, Murphy USA and the        Company (or, in the absence of any such notice, to the address (or fax number) set forth                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           140          in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or        is an Affiliate thereof); and               (iv)  if  to  any  other  Lender,  to  it  at its  address  (or  fax  number)  set  forth  in  its        Administrative Questionnaire.               Notices  sent  by  hand  or  overnight  courier  service,  or  mailed  by  certified  or  registered mail, shall be deemed to have been given when received; notices sent by fax shall be  deemed to have been given when sent (except that, if not given during normal business hours for  the recipient, shall be deemed to have been given at the opening of business on the next business  day  for  the  recipient); notices  and  other  communications  sent  to  an  e-mail  address  shall  be  deemed received upon the sender’s receipt of an acknowledgement from the intended recipient  (such as  by the “return  receipt  requested” function, as  available, return  email  or other written  acknowledgement) (except that, if not sent during the normal business hours for the recipient,  such notice or communication shall be deemed to have been sent at the opening of business on  the next business day for the recipient) and notices delivered through electronic communications  to  the  extent  provided  in  paragraph  (b)  of  this  Section  shall  be  effective  as  provided  in  such  paragraph.               (b)  Notices  and  other  communications  to  the  Lenders  and  Issuing  Banks  hereunder may be delivered or furnished by electronic communications (including email and an  Electronic  Platform)  pursuant  to  procedures  approved  by  the  Administrative  Agent; provided  that the foregoing shall not apply to notices under Article II to any Lender or Issuing Bank if  such  Lender  or  Issuing  Bank,  as  applicable,  has  notified  the  Administrative Agent  that  it  is  incapable of receiving notices under such Article by electronic communication.  All such notices  and  other  communications  (i)  sent  to  an  e-mail  address  shall  be  deemed  received  upon  the  sender’s  receipt  of  an  acknowledgement  from  the  intended  recipient  (such  as  by the  “return  receipt  requested”  function,  as  available, return  e-mail  or  other  written  acknowledgement);  provided that  if  not sent during  the  normal  business  hours  of  the  recipient,  such  notice  or  communication  shall  be  deemed  to  have  been  given  at  the  opening  of  business  on  the  next  Business  Day  for  the  recipient,  and  (ii)  posted  to  an Electronic  Platform shall  be  deemed  received upon the deemed receipt by the intended recipient at its e-mail address as described in  the  foregoing  clause  (b)(i)  of  notification  that  such  notice  or  communication  is  available  and  identifying the website address therefor.                 (c)  Any party hereto may change its address, telephone number, fax number or e- mail  address for notices  and  other  communications  hereunder  by  notice  to  the  other  parties  hereto.               (d)  Murphy  USA, the  Company and  the  Borrowing  Subsidiaries agree  that  the  Administrative Agent may, but shall not be obligated to, make any Communication by posting  such Communication on an Electronic Platform.  Any Electronic Platform is provided “as is” and  “as available”.  Neither the Administrative Agent nor any of its Related Parties warrants, or shall  be deemed to warrant, the adequacy of any Electronic Platform and expressly disclaim liability  for errors or omissions in the Communications.  No warranty of any kind, express, implied or  statutory,  including  any  warranty  of  merchantability,  fitness  for  a  particular  purpose,  non- infringement of third-party rights or freedom from viruses or other code defects, is made, or shall                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           141    be deemed to be made, by the Administrative Agent or any of its Related Parties in connection  with  the  Communications  or any Electronic Platform.   In  no  event  shall  the  Administrative  Agent or any of its Related Parties have any liability to the Loan Parties, any Lender, any Issuing  Bank  or  any  other  Person  for  damages  of  any  kind,  including  any  direct  or  indirect,  special,  incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise),  arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications  through any Electronic Platform.               SECTION 9.02.  Waivers;  Amendments.  (a)  No  failure  or  delay  by  the  Administrative  Agent,  any  Issuing  Bank  or  any  Lender  in  exercising  any  right  or  power  hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any  single or partial exercise of any such right or power, or any abandonment or discontinuance of  steps  to  enforce  such  a  right  or  power,  preclude  any  other  or  further  exercise  thereof  or  the  exercise of any other right or power.  The rights and remedies of the Administrative Agent, the  Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative  and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of  any provision of any Loan Document or consent to any departure by any Loan Party therefrom  shall  in  any  event  be  effective  unless  the  same  shall  be  permitted  by  paragraph (b)  of  this  Section, and then such waiver or consent shall be effective only in the specific instance and for  the  specific  purpose  for  which  given.   Without  limiting  the  generality  of  the  foregoing,  the  execution and delivery of this Agreement, the making of a Loan or the issuance of a Letter of  Credit  shall  not  be  construed  as  a  waiver  of  any  Default,  regardless  of  whether  the  Administrative  Agent,  any  Lender, any  Issuing  Bank or  any  Affiliate  thereof may  have  had  notice or knowledge of such Default at the time.               (b)  Except  as  provided  in  Section  9.02(c),  none  of  this  Agreement,  any  other  Loan Document or any provision hereof or thereof may be waived, amended or modified except,  in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by  Murphy  USA,  the  Company  and  the  Required  Lenders  and,  in  the  case  of  any  other  Loan  Document, pursuant to an agreement or agreements in writing entered into by the Administrative  Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent  of the Required Lenders, provided that no such agreement shall:               (i)  waive  any  condition  set  forth  in  Section 4.02  or  4.03  without  the  written        consent  of  the  Majority  in  Interest  of the  Revolving  Lender  or,  while  any  Tranche A        Term Commitments shall be in effect, any condition set forth in Section 4.02 without the        written  consent  of  the  Majority  in  Interest  of  the  Tranche A  Term  Lenders (it  being        understood and agreed that any amendment or waiver of, or any consent with respect to,        any provision of this Agreement (other than any waiver expressly relating to Section 4.02        or 4.03) or any other Loan Document, including any amendment of any affirmative or        negative  covenant  set  forth  herein  or  in  any  other  Loan  Document  or  any  waiver  of  a        Default or an Event of Default, shall not be deemed to be a waiver of a condition set forth        in Section 4.02 or 4.03),               (ii)  increase any Commitment of any Lender without the written consent of such        Lender,                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           142                (iii)  reduce the principal amount of any Loan or LC Disbursement or reduce the        rate of interest thereon or reduce any fees payable hereunder (in each case, other than as a        result of any change in the definition, or in any components thereof, of the term “Total        Leverage Ratio” or any waiver of default interest), without the written consent of each        Lender affected thereby,                (iv)  postpone  the  scheduled  maturity  date  of  any  Loan,  or  the  date  of  any        scheduled payment of the principal amount of any Term Loan under Section 2.10, or the        required date of reimbursement of any LC Disbursement, or any date for the payment of        any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such        payment, or postpone the scheduled date of expiration of any Commitment (in each case,        other  than  any  waiver  of  default  interest),  without  the  written  consent  of  each  Lender        affected thereby,                (v)  change  Section 2.18(b),  2.18(c)  or  2.18(g)  in  a  manner  that  would  alter  the        pro rata sharing of payments required thereby without the written consent of each Lender,                (vi)  change any of the provisions of this Section or the percentage set forth in the        definition  of  the  term  “Majority  in  Interest”, “Required  Lenders”,  “Supermajority        Lenders”  or  any  other  provision  of  any  Loan  Document  specifying  the  number  or        percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any        rights thereunder or make any determination or grant any consent thereunder (including,        for  the  avoidance  of  doubt,  any  provision  requiring  the  consent  of  “each  Lender”),        without the written consent  of each Lender (or each  Lender of such Class, as  the case        may be); provided that, with the consent of the Required Lenders, the provisions of this        Section and  the  definition  of  the  terms  “Majority  in  Interest”,  “Required  Lenders”  or        “Supermajority Lenders” may be amended to include references to any new class of loans        or  commitments  created  under  this  Agreement  (or  to  lenders  extending such  loans)  on        substantially  the  same  basis  as  the  corresponding  references  relating  to  the  existing        Classes of Loans, Commitments or Lenders,                (vii)  release Murphy USA, the Company or all or substantially all the value of the        Guarantees provided by the Subsidiary Loan Parties (including, in each case, by limiting        liability  in  respect  thereof)  created  under  the  Collateral  Agreement  without the  written        consent of each Lender (except as expressly provided in Section 9.14 or the Collateral        Agreement and except for any such release by the Administrative Agent in connection        with any sale or other disposition of any Subsidiary upon the exercise of remedies under        the Security Documents), it being understood that an amendment or other modification of        the types of obligations guaranteed under the Collateral Agreement shall not be deemed        to be a release or limitation of any Guarantee,                (viii)  release all or substantially all the Collateral from the Liens of the Security        Documents, or subordinate any such Liens, in each case, without the written consent of        each  Lender  (except  as  expressly  provided  in  Article  VIII  or  Section 9.14  or  9.19  and        except for any such release by the Administrative Agent in connection with any sale or        other  disposition  of  the  Collateral  upon  the  exercise  of  remedies  under  the  Security        Documents), it being understood that an amendment or other modification of the types of                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           143          obligations secured by the Security Documents shall not be deemed to be a release of the        Collateral from the Liens of the Security Documents,                (ix)  change any provisions of any Loan Document in a manner that by its terms        adversely affects the rights in respect of payments due to Lenders holding Loans of any        Class differently than those holding Loans of any other Class, without the written consent        of Lenders representing a Majority in Interest of each affected Class,               (x)  change  the  definition  of  “Borrowing  Base”  or  any  of  the  component        definitions thereof, or increase any advance rate used in computing the Borrowing Base,        or add any new asset class to the Borrowing Base, in each case, in a manner that could        result  in  increased  borrowing  availability,  without  the  written  consent  of  the        Supermajority Lenders, or               (xi)  change the definition of “Eligible Assignee” to include therein Murphy USA,        the Company or any other Affiliate of Murphy USA, without the written consent of each        Lender;   provided further that  no  such  agreement  shall  amend,  modify,  extend  or  otherwise  affect  the  rights or obligations of the Administrative Agent or any Issuing Bank without the prior written  consent of the Administrative Agent or such Issuing Bank, as the case may be.               (c)  Notwithstanding anything herein to the contrary:               (i)  any  provision  of  this  Agreement  or  any  other  Loan  Document  may  be        amended by an agreement in writing entered into by Murphy USA, the Company and the        Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long        as, in each case, (A) such amendment does not adversely affect the rights of any Lender        or (B) the Lenders shall have received at least five Business Days’ prior written notice        thereof and the Administrative Agent shall not have received, within five Business Days        of  the  date of  such  notice  to  the  Lenders,  a  written  notice  from  the  Required  Lenders        stating that the Required Lenders object to such amendment;               (ii)  any amendment, waiver or other modification of this Agreement or any other        Loan Document that by its terms affects the rights or duties under this Agreement or such        Loan Document of the Lenders of one or more Classes (but not the Lenders of any other        Class),  may  be  effected  by  an  agreement  or  agreements  in  writing  entered  into  by        Murphy  USA,  the  Company  (and,  in  the  case  of any  other  Loan  Document,  the  other        Loan  Parties  party  thereto)  and  the  requisite  number  or  percentage  in  interest  of  each        affected Class of Lenders that would be required to consent thereto under this Section if        such Class of Lenders were the only Class of Lenders hereunder at the time;               (iii)  no consent with respect to any amendment, waiver or other modification of        this Agreement or any other Loan Document shall be required of any Defaulting Lender,        except with respect to any amendment, waiver or other modification referred to in clause        (ii), (iii) or (iv) of the first proviso of paragraph (b) of this Section and then only in the                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           144          event  such  Defaulting  Lender  shall  be  affected  by  such  amendment,  waiver  or  other        modification;               (iv)  no consent with respect to any amendment, waiver or other modification of        this Agreement or any other Loan Document shall be required of any Lender that receives        payment in full of the principal of and interest accrued on each Loan made by, and all        other amounts owing to, such Lender or accrued for the account of such Lender under        this Agreement and the other Loan Documents at the time such amendment, waiver or        other  modification  becomes  effective  and  whose  Commitments  terminate  by  the  terms        and upon the effectiveness of such amendment, waiver or other modification;               (v)  this Agreement may be amended in the manner provided in Sections 2.05(j)        and 2.05(k)  and the term  “LC Commitment”, as  such term  is  used in  reference to  any        Issuing Bank, may be modified as contemplated by the definition of such term;               (vi)  this  Agreement  and  the  other  Loan  Documents  may  be  amended  in  the        manner provided in Sections 2.14(b), 2.21, 2.22, 2.23 and 2.24;               (vii)  the  Administrative  Agent  may,  without  the  consent  of  any  Secured  Party,        consent to a departure by any Loan Party from any covenant of such Loan Party set forth        in this Agreement, the Collateral Agreement or in any other Security Document to the        extent  such  departure  is  consistent  with  the  authority  of  the  Administrative  Agent  set        forth in the definition of the term “Collateral and Guarantee Requirement”;               (viii)  in  connection  with  any  incurrence  of  any  Permitted  Non-ABL        Indebtedness, this Agreement, the Collateral Agreement and the other Loan Documents        may  be  amended  pursuant  to  an  agreement  or  agreements  in  writing  entered  into  by        Murphy USA, the Company and the Administrative Agent, (A) to subject to the Liens of        the Loan Documents assets or categories of assets of the Loan Parties that previously did        not  constitute  Collateral  (and,  in  connection  therewith,  to  modify  the  definition  of  the        term “Collateral and Guarantee Requirement” and the form of Supplemental Perfection        Certificate and to make such other modifications to this Agreement and the other Loan        Documents  (and  to  enter  into  new  Security  Documents)  as  the  Administrative  Agent        determines  to  be  necessary,  appropriate  or  desirable  in  order  to  give  effect  to,  or  in        connection with, the inclusion of new assets or categories of assets as Collateral) and (B)        to reflect subordination, pursuant to each Permitted Intercreditor Agreement, of Liens on        any Non-ABL Priority Collateral securing the Secured Obligations to the Liens on such        Non-ABL  Priority Collateral securing  Permitted  Non-ABL  Indebtedness  and  other        intercreditor matters set forth in each Permitted Intercreditor Agreement; and               (ix)  the Permitted  ABL  Intercreditor  Agreement  and  the  Security  Documents        may be amended, supplemented or otherwise modified as provided in Section 9.19.               (d)  The  Administrative  Agent  may,  but  shall  have  no  obligation  to,  with  the  concurrence of any  Lender, execute  amendments,  waivers  or other modifications  on behalf of  such  Lender.   Any  amendment,  waiver  or  other  modification  effected  in  accordance  with  this                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           145    Section 9.02 shall be binding upon each Person that is  at the time thereof a  Lender  and  each  Person that subsequently becomes a Lender.               SECTION 9.03.  Expenses;  Indemnity;  Damage  Waiver.  (a)  Murphy  USA  and  the Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative  Agent,  the  Arrangers  and  their  Affiliates,  including  the  reasonable fees,  charges  and  disbursements  of  counsel  for  any  of  the  foregoing  (which,  in  the  case  of  the  preparation,  negotiation, execution, delivery and administration of the Loan Documents, shall be limited to a  single counsel (and, if reasonably required, a single local counsel in each applicable jurisdiction)  for the Arrangers and the Administrative Agent), in connection with the structuring, arrangement  and  syndication  of  the  credit  facilities  provided  for  herein  and  any  credit  or  similar  facility  refinancing or  replacing,  in  whole  or  in  part,  any  of  the  credit  facilities  provided  for  herein,  including the preparation, execution and delivery of any engagement or commitment letter and  any fee letter relating hereto, as well as the preparation, execution, delivery and administration of  this Agreement, the other Loan Documents or any amendments, modifications or waivers of the  provisions  hereof  or  thereof  (whether  or  not  the  transactions  contemplated  hereby  or  thereby  shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank  in connection with the issuance, amendment or extension of any Letter of Credit or any demand  for  payment  thereunder,  (iii)  all  reasonable  out-of-pocket  expenses  incurred  by  the  Administrative  Agent  in  connection  with  field  examinations  and  appraisals  conducted  in  connection with the establishment of the credit facilities provided for herein or provided for in  the Loan Documents and (iv) all out-of-pocket expenses incurred by the Administrative Agent,  any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of  any  counsel  for  any  of  the  foregoing,  in  connection  with  the  enforcement  or  protection  of  its  rights  in  connection  with  the  Loan  Documents,  including  its  rights  under  this  Section,  or  in  connection with the Loans made or Letters of Credit issued hereunder, including all such out- of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such  Loans or Letters of Credit.               (b)  Murphy  USA  and  the  Borrowers  shall  indemnify  the  Administrative  Agent  (and any sub-agent thereof), the Arrangers, the Syndication Agent, the Documentation Agents,  each  Lender  and  each  Issuing  Bank,  and  each  Related  Party  of  any  of  the  foregoing  Persons  (each such Person being called an  “Indemnitee”), against, and hold  each  Indemnitee harmless  from, any and all losses, claims, damages, penalties, liabilities and related expenses, including  the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted  against any  Indemnitee  arising out  of, in  connection with,  or as  a result of (i) the structuring,  arrangement  and  syndication  of  the  credit  facilities  provided  for  herein,  the  preparation,  execution, delivery and administration of any engagement or commitment letter or any fee letter  relating hereto, this Agreement, the other Loan Documents or any other agreement or instrument  contemplated  hereby  or  thereby,  the  performance  by  the  parties  to  this  Agreement, the  other  Loan Documents or such other agreement or instrument of their obligations  thereunder or the  consummation  of  the  Transactions  or  any  other  transactions  contemplated hereby  or thereby,  (ii) any Loan or Letter of Credit or the use of the proceeds thereof (including any refusal by any  Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented  in connection with such demand do not strictly comply with the terms of such Letter of Credit),  (iii) any  actual  or  alleged  presence  or  Release  of  Hazardous  Materials  on,  at,  to  or  from  any                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           146    property  currently  or  formerly  owned  or  operated  by  Murphy  USA,  the  Company,  any  other  Subsidiary or any Affiliate (or Person that was formerly an Affiliate) of any of them, or any other  Environmental Liability related in any way to Murphy USA, the Company, any other Subsidiary  or any Affiliate (or Person that was formerly an Affiliate) of any of them, or (iv) any actual or  prospective  claim,  litigation,  investigation  or  proceeding  relating  to  any  of  the  foregoing,  whether based on contract, tort or any other theory and whether initiated against or by any Loan  Party, any other party to this Agreement or any other Loan Document, any Affiliate of any of the  foregoing  or  any  third  party  (and  regardless  of  whether  any  Indemnitee  is  a  party  thereto);  provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such  losses,  claims,  damages,  penalties,  liabilities  or related  expenses  are  determined  by  a  court  of  competent  jurisdiction  by  final and  nonappealable  judgment  to  have  resulted  from  the  gross  negligence or wilful misconduct of such Indemnitee.  This paragraph shall not apply with respect  to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax  claim.                (c)  To the extent that Murphy USA  and the Borrowers fail indefeasibly to pay  any  amount  required  to  be  paid  by  them  under  paragraph  (a)  or  (b)  of  this  Section to  the  Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any  of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to  pay  to  the  Administrative  Agent  (or  any such sub-agent),  such  Issuing  Bank  or  such  Related  Party,  as  the  case  may  be,  such  Lender’s  pro  rata  share  (determined  as  of  the  time  that  the  applicable  unreimbursed  expense  or  indemnity  payment  is  sought)  of  such  unpaid  amount;  provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related  expense, as the case may be, was incurred by or asserted against the Administrative Agent (or  such sub-agent) or such Issuing Bank in its capacity as such, or against any Related Party of any  of the foregoing acting for the Administrative Agent (or any sub-agent thereof) or any Issuing  Bank  in  connection  with  such  capacity; provided further that,  with  respect  to  such  unpaid  amounts owed to any Issuing Bank in its capacity as such, or to any of its Related Parties acting  for  any  Issuing  Bank  in  connection  with  such  capacity,  only  the  Revolving  Lenders  shall  be  required to pay such unpaid amounts.  For purposes of this Section, a Lender’s “pro rata share”  shall be determined based upon its share of the sum of the total Revolving Exposures, unused  Revolving  Commitments  and,  except  for  purposes  of  the  immediately  preceding  proviso,  the  outstanding  Term  Loans  and  unused  Term  Commitments,  in  each  case,  at  the  time  (or  most  recently outstanding and in effect).               (d)  To the fullest extent permitted by applicable law, neither Murphy USA nor  any Borrower shall assert, or permit any of their Affiliates or Related Parties to assert, and each  hereby waives, any claim against any  Indemnitee (i) for any damages arising from the use by  others of information or other materials obtained through telecommunications, electronic or other  information transmission systems (including any Electronic Platform), or (ii) on any theory of  liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual  damages) arising out  of, in  connection with,  or as  a result of this  Agreement, any other  Loan  Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any  Loan or Letter of Credit or the use of the proceeds thereof.               (e)  All  amounts  due  under  this  Section shall  be  payable  promptly  after  written  demand therefor.                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           147                SECTION 9.04.  Successors and Assigns.  (a)  The provisions of this Agreement  shall be binding upon and inure to the benefit of the parties hereto and their respective successors  and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter  of Credit), except that (i) none of Murphy USA, the Company or any Borrowing Subsidiary may  assign or otherwise transfer any of its rights or obligations hereunder without the prior written  consent of the Administrative Agent and each Lender (and any attempted assignment or transfer  by Murphy USA, the Company or any Borrowing Subsidiary without such consent shall be null  and  void)  and  (ii) no  Lender  may  assign  or  otherwise  transfer any  of its  rights  or  obligations  hereunder except in accordance with this Section (and any other attempted assignment or transfer  by any Lender shall be null and void).  Nothing in this Agreement, expressed or implied, shall be  construed to confer upon any Person (other than the parties hereto, their respective successors  and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter  of Credit), Participants (to the extent provided in paragraph (c) of this Section), the Arrangers,  the  Syndication  Agent,  the  Documentation  Agents and,  to  the  extent  expressly  contemplated  hereby,  the  sub-agents  of  the  Administrative  Agent  and  the  Related  Parties  of  any  of  the  Administrative  Agent,  the  Arrangers,  the  Syndication  Agent,  the  Documentation  Agents,  the  Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason  of this Agreement.               (b)  (i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender  may assign to one or more Eligible Assignees all or a portion of its rights and obligations under  this Agreement (including all or a portion of its Commitment and the Loans at the time owing to  it) with the prior written consent (such consent not to be unreasonably withheld) of:               (A)  the  Company; provided that  no consent  of  the  Company  shall  be  required        (1) for  an assignment to a  Lender, an Affiliate  of a  Lender or  an Approved Fund,  and        (2) if  an  Event  of  Default  has  occurred  and  is  continuing,  for  any  other  assignment;        provided further that  the  Company  shall  be  deemed  to  have  consented  to  any  such        assignment unless  it shall object  thereto  by  written notice to  the Administrative Agent        within 10 Business Days after having received notice thereof;               (B)  the  Administrative  Agent; provided that  no  consent  of  the  Administrative        Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a        Lender or an Approved Fund; and               (C)  each  Issuing  Bank,  in  the  case  of  any  assignment  of  all  or  a  portion  of  a        Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.               (ii)  Assignments shall be subject to the following additional conditions:               (A)  except in the case of an assignment to a Lender, an Affiliate of a Lender or        an  Approved  Fund  or  an  assignment  of  the  entire  remaining  amount  of  the  assigning        Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of        the  assigning  Lender  subject  to  each  such  assignment  (determined  as  of  the  date  the        Assignment  and  Assumption  with  respect  to  such  assignment  is  delivered  to  the        Administrative  Agent)  shall  not  be  less  than  $5,000,000  or,  in  the  case  of Term        Commitments  or Term  Loans,  $1,000,000  unless  each  of  the  Company  and  the                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           148          Administrative Agent otherwise consents; provided that no such consent of the Company        shall be required if an Event of Default has occurred and is continuing; provided further        that the Company shall be deemed to have consented thereto unless it shall object thereto        by  written  notice  to  the  Administrative  Agent  within  10  Business  Days  after  having        received notice thereof;               (B)  each  partial  assignment  shall  be  made  as  an  assignment  of  a  proportionate        part of all the assigning Lender’s rights and obligations under this Agreement; provided        that  this  clause  (B)  shall  not  be  construed  to  prohibit  the  assignment  of (x) a        proportionate part of all the assigning Lender’s rights and obligations in respect of one        Class of Commitments or Loans or (y) a proportionate part of all the assigning Lender’s        rights and obligations in respect of its Term Commitment of any Class without assigning        a  proportionate  part  of  the  assigning  Lender’s  Term  Loans  of  such  Class  or  a        proportionate  part  of  all  the  assigning  Lender’s  rights  and  obligations  in  respect  of  its        Term Loans of any Class without assigning a proportionate part of the assigning Lender’s        Term Commitment of such Class;               (C)  the parties to each assignment shall execute and deliver to the Administrative        Agent  an  Assignment  and  Assumption  (or  an  agreement  incorporating  by  reference  a        form of Assignment and Assumption posted on an Electronic Platform), together with a        processing  and  recordation  fee  of  $3,500, provided that  only  one  such  processing  and        recordation  fee  shall  be  payable  in  the  event  of  simultaneous  assignments  from  any        Lender or its Approved Funds to one or more other Approved Funds of such Lender; and               (D)  the assignee, if it shall not be a Lender, shall deliver to the Administrative        Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire in        which the assignee designates  one or more credit contacts  to  whom all syndicate-level        information  (which  may  contain  MNPI)  will  be  made  available  and  who  may  receive        such information in accordance with the assignee’s compliance procedures and applicable        law, including Federal, State and foreign securities laws.               (iii)  Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of  this Section, from and after the effective date specified in each Assignment and Assumption the  assignee thereunder shall  be a party hereto  and,  to  the extent of the interest  assigned by such  Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,  and  the  assigning  Lender  thereunder  shall,  to  the  extent  of  the  interest  assigned  by  such  Assignment and Assumption, be released from its obligations under this Agreement (and, in the  case  of  an  Assignment  and  Assumption  covering  all  of  the  assigning  Lender’s  rights  and  obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue  to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer  by a Lender of rights or obligations under this Agreement that does not comply with this Section  shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such  rights and obligations in accordance with Section 9.04(c).               (iv)  The Administrative Agent, acting solely for this purpose as a non-fiduciary  agent  of  the Borrowers,  shall  maintain  at  one  of  its  offices  a  copy  of  each  Assignment  and  Assumption  delivered  to  it  and  records of  the  names  and  addresses  of  the  Lenders,  and  the                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           149    Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements  owing  to,  each  Lender  pursuant  to  the  terms  hereof  from  time  to  time  (the  “Register”).   The  entries  in  the  Register  shall  be  conclusive  absent  manifest  error,  and  the Borrowers,  the  Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is  recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of  this  Agreement,  notwithstanding  notice  to  the  contrary.   The  Register  shall  be  available  for  inspection by any Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any  reasonable time and from time to time upon reasonable prior notice.               (v)  Upon receipt by the Administrative Agent of an Assignment and Assumption  (or an agreement incorporating by reference a form of Assignment and Assumption posted on an  Electronic Platform) executed by an assigning Lender and an assignee, the assignee’s completed  Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee  shall already be a Lender hereunder) and the processing and recordation fee referred to in this  Section, the Administrative Agent shall accept such Assignment and Assumption and record the  information contained therein in the Register; provided that the Administrative Agent shall not  be required to accept such Assignment and Assumption or so record the information contained  therein if the Administrative Agent reasonably believes that such Assignment and Assumption  lacks any written consent required by this Section or is otherwise not in proper form, it being  acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no  liability) with respect to obtaining (or confirming the receipt) of any such written consent or with  respect to the form of (or any defect in) such Assignment and Assumption, any such duty and  obligation  being  solely  with  the  assigning  Lender  and  the  assignee.   No  assignment  shall  be  effective for purposes of this Agreement unless it has been recorded in the Register as provided  in  this  paragraph,  and  following  such  recording,  unless  otherwise  determined  by  the  Administrative Agent (such determination to be made in the sole discretion of the Administrative  Agent, which determination may be conditioned on the consent of the assigning Lender and the  assignee),  shall  be  effective  notwithstanding  any  defect  in  the  Assignment  and  Assumption  relating thereto.  Each assigning  Lender  and the assignee, by its  execution and delivery of an  Assignment and Assumption, shall be deemed to have represented to the Administrative Agent  that all written consents required by this Section with respect thereto (other than the consent of  the  Administrative  Agent)  have  been  obtained  and  that  such  Assignment  and  Assumption  is  otherwise duly completed and in proper form, and each assignee, by its execution and delivery of  an Assignment and  Assumption,  shall be deemed to  have represented to the assigning  Lender  and the Administrative Agent that such assignee is an Eligible Assignee.               (c)  (i)  Any Lender may, without the consent of the Company, the Administrative  Agent or any Issuing Bank, sell participations to one or more Eligible Assignees (“Participants”)  in all or a portion of such Lender’s rights and obligations under this Agreement (including all or  a  portion  of  its  Commitments  and  Loans  of  any  Class); provided that  (A)  such  Lender’s  obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely  responsible to the other parties hereto for the performance of such obligations and (C) Murphy  USA, the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall  continue to deal solely and directly with such Lender in connection with such Lender’s rights  and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender  sells such a participation shall provide that such Lender shall retain the sole right to enforce this                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           150    Agreement  and  to  approve  any  amendment,  modification  or  waiver  of  any  provision  of  this  Agreement  or  any  other  Loan  Document; provided that  such  agreement  or  instrument  may  provide  that  such  Lender  will  not,  without  the  consent  of  the  Participant,  agree  to  any  amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects  such Participant or requires the approval of all the Lenders.  Murphy USA and the Borrowers  agree  that  each  Participant  shall  be  entitled  to  the  benefits  of  Sections  2.15,  2.16  and  2.17  (subject  to  the  requirements  and  limitations  therein,  including  the  requirements  under  Section  2.17(f) (it  being understood and agreed that the  documentation required  under Section 2.17(f)  shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had  acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such  Participant (x) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an  assignee under paragraph (b) of this Section and (y) shall not be entitled to receive any greater  payment  under  Section  2.15  or  2.17,  with  respect  to  any  participation,  than  its  participating  Lender would have been entitled to receive, except to the extent such entitlement to receive a  greater  payment  results  from  a  Change  in  Law  that  occurs  after  the  Participant  acquired  the  applicable participation.  Each Lender that sells a participation agrees, at the Company’s request  and  expense,  to use  reasonable  efforts  to  cooperate  with  the  Company  to  effectuate  the  provisions of Section 2.19(b) with respect to any Participant.  To the extent permitted by law,  each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender;  provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.                 (ii)  Each Lender that sells a participation shall, acting solely for this purpose as a        non-fiduciary agent of the Borrowers, maintain records of the name and address of each        Participant and the principal amounts (and stated interest) of each Participant’s interest in        the Loans or other obligations under this Agreement or any other Loan Document (the        “Participant Register”); provided that no Lender shall have any obligation to disclose all        or any portion of the Participant Register (including the identity of any Participant or any        information  relating  to  a  Participant’s  interest  in  any  Commitments,  Loans,  Letters  of        Credit or its other obligations under this Agreement or any other Loan Document) to any        Person  except  to  the  extent  that  such  disclosure  is  necessary  to  establish  that  such        Commitment,  Loan,  Letter  of  Credit  or  other  obligation  is  in  registered  form  under        Section  5f.103-1(c)  of  the  United  States  Treasury  Regulations.  The  entries  in  the        Participant Register shall be conclusive absent manifest error, and such Lender shall treat        each  Person  whose  name  is  recorded  in  the  Participant  Register  as  the  owner  of  such        participation  for  all  purposes  of  this  Agreement  notwithstanding  any  notice  to  the        contrary.   For  the  avoidance  of  doubt,  the  Administrative  Agent  (in  its  capacity  as        Administrative Agent) shall have no responsibility for maintaining a Participant Register.               (d)  Any Lender may at any time pledge or assign a security interest in all or any  portion of its rights under this Agreement to secure obligations of such Lender, including any  pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank, and  this Section shall not apply to any such pledge or assignment of a security interest; provided that  no  such  pledge  or  assignment  of  a  security  interest  shall  release  a  Lender  from  any  of  its  obligations  hereunder  or  substitute  any  such  pledgee  or  assignee  for  such  Lender  as  a party  hereto.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           151                SECTION 9.05.  Survival.  All  covenants,  agreements,  representations  and  warranties  made  by  the  Loan  Parties  in  the  Loan  Documents  and  in  the  certificates  or  other  instruments  delivered  in  connection  with  or  pursuant  to  this  Agreement  or  any  other  Loan  Document  shall  be  considered  to  have  been  relied  upon  by  the  other  parties  hereto  and  shall  survive the execution and delivery of the  Loan  Documents  and the making of any  Loans  and  issuance of any Letters of Credit, regardless of any investigation made by any such other party or  on its behalf and notwithstanding that the Administrative Agent, any Arranger, the Syndication  Agent, the Documentation Agents, any Issuing Bank, any Lender or any Affiliate of any of the  foregoing  may  have  had  notice  or  knowledge  of  any  Default  or  incorrect  representation  or  warranty  at  the  time  any  Loan  Document  is  executed  and  delivered  or  any  credit  is  extended  hereunder, and shall continue in full force and effect as long as the principal of or any accrued  interest on any Loan or any fee or any other amount payable under this Agreement is outstanding  and unpaid or any LC Exposure is outstanding and so long as the Commitments have not expired  or terminated.  Notwithstanding the foregoing or anything else to the contrary set forth in this  Agreement or any other Loan Document, in the event that, in connection with the refinancing or  repayment in full of the credit facilities provided for herein, an Issuing Bank shall have provided  to the Administrative Agent a written consent to the release of the Revolving Lenders from their  obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether  as a result of the obligations of the Borrowers (and any other account party) in respect of such  Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank, or  being supported by a letter of credit that names such Issuing Bank as the beneficiary thereunder,  or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter of  Credit” outstanding hereunder for all purposes of this Agreement and the other Loan Documents  (including for purposes of determining whether Murphy USA and the Borrowers are required to  comply with Articles V and VI hereof, but excluding Sections 2.15, 2.16, 2.17 and 9.03 hereof  and any expense reimbursement or indemnity provisions set forth in any other Loan Document),  and the Revolving Lenders shall be deemed to have no participations in such Letter of Credit,  and  no  obligations  with  respect  thereto,  under  Section 2.05(d)  or  2.05(f).   The  provisions  of  Sections 2.15, 2.16, 2.17, 2.18(e) and 9.03 and Article VIII shall survive and remain in full force  and  effect  regardless  of  the  consummation  of  the  transactions  contemplated  hereby,  the  repayment  of  the  Loans,  the  expiration  or  termination  of  the  Letters  of  Credit  and  the  Commitments or the termination of this Agreement or any provision hereof.               SECTION 9.06.  Counterparts;  Integration;  Effectiveness;  Electronic  Execution.   (a)  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.  This Agreement and the other Loan Documents constitute the  entire contract among the parties relating to the subject matter hereof and supersede any and all  previous agreements  and understandings,  oral  or  written, relating to  the subject  matter hereof,  including  the commitments and  agreements of  the Lenders  and,  if  applicable,  their  Affiliates  under any  commitment  or  engagement  letter relating  hereto and  any  commitment  advices  submitted  by  them  (but  do  not  supersede  any  other  provisions  of any  such  commitment  or  engagement letter or  any  separate  letter  agreements  with  respect  to  fees  payable  to  the  Administrative  Agent, any  Issuing  Bank or  any  Arranger that  do  not  by  the  terms  of  such  documents  terminate  upon  the  effectiveness  of  this  Agreement,  all  of  which  provisions  shall  remain  in  full  force  and  effect).   Except  as  provided  in  Section 4.01,  the  amendment  and                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           152    restatement of the Existing Credit Agreement to be in the form of this Agreement shall become  effective when it shall have been executed by the Administrative Agent and the Administrative  Agent shall have received counterparts hereof that, when taken together, bear the signatures of  all the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the  parties hereto and their respective successors and assigns.  Delivery of an executed counterpart  of a signature page of this Agreement by facsimile or other electronic imaging shall be effective  as delivery of a manually executed counterpart of this Agreement.               (b)  The words “execution”, “signed”, “signature”, “delivery” and words of like  import in  or relating to  any document to  be signed in  connection with  this  Agreement or any  other  Loan  Document  and  the  transactions  contemplated  hereby  shall  be  deemed  to  include  Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall  be of the same legal effect, validity or enforceability as a manually executed signature, physical  delivery thereof or the use of a paper-based recordkeeping system,  as the case may be, to the  extent and as provided for in any applicable law, including the Federal Electronic Signatures in  Global and National Commerce Act, the New York State Electronic Signatures and Records Act,  or any other similar state laws based on the Uniform Electronic Transactions Act; provided that  nothing herein shall require the Administrative Agent to accept electronic signatures in any form  or format without its prior written consent.               SECTION 9.07.  Severability.  Any  provision  of  this  Agreement  held  to  be  invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to  the extent of such invalidity, illegality or unenforceability without affecting the validity, legality  and enforceability of the remaining provisions hereof; and the invalidity of a particular provision  in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.               SECTION 9.08.  Right of Setoff.  If an Event of Default shall have occurred and  be  continuing,  each  Lender  and  Issuing  Bank,  and  each  Affiliate  of  any  of  the  foregoing,  is  hereby authorized at any time and from time to time, to the fullest extent permitted by applicable  law, to set off and apply any and all deposits (general or special, time or demand, provisional or  final, in whatever currency) or other amounts at any time held and other obligations (in whatever  currency) at any time owing by such Lender or Issuing Bank, or by such an Affiliate, to or for  the credit or the account of Murphy USA or any Borrower against any of and all the obligations  then  due  of  Murphy  USA  or  any  other  Loan  Party  now  or  hereafter  existing  under  this  Agreement held by such Lender or Issuing Bank, irrespective of whether or not such Lender or  Issuing Bank shall have made any demand under this Agreement and although such obligations  of Murphy USA or such Borrower are owed to a branch, office or Affiliate of such Lender or  such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated  on such indebtedness.  The rights of each Lender and Issuing Bank, and each Affiliate of any of  the  foregoing,  under  this  Section are  in  addition  to  other  rights  and  remedies  (including  other  rights of setoff) that such Lender, Issuing Bank or Affiliate may have.  Each Lender and Issuing  Bank agrees to notify the Company and the Administrative Agent promptly after any such setoff  and application; provided that the failure to give notice shall not affect the validity of such setoff  and application.                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           153                SECTION 9.09.  Governing  Law;  Jurisdiction;  Consent  to  Service  of  Process.   (a)  This Agreement shall be governed by, and construed in accordance with, the law of the State  of New York.               (b)  Each party hereto hereby irrevocably and unconditionally submits, for itself  and its property, to the 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 any other Loan Document, or for recognition or enforcement of any judgment, and  each of Murphy USA and the Borrowers hereby irrevocably and unconditionally agrees that all  claims arising out of or relating to this Agreement or any other Loan Document brought by it or  any  of  its  Affiliates  shall  be  brought,  and  shall  be  heard  and  determined,  exclusively  in  such  New York  State  or,  to  the  extent  permitted  by  law,  in  such  Federal  court.   Each  party  hereto  agrees that a final judgment in any such action or 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, any Issuing Bank  or any Lender may otherwise have to bring any action or proceeding relating to this Agreement  or any other Loan Document against any Loan Party or any of its properties in the courts of any  jurisdiction.               (c)  Each  of  Murphy  USA  and  the  Borrowers  hereby  irrevocably  and  unconditionally waives, to the fullest extent permitted by law, any objection that it may now or  hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to  this  Agreement  or  any  other  Loan  Document  in  any  court  referred  to  in  paragraph (b)  of  this  Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by  law, the defense of an inconvenient forum to the maintenance of such action or proceeding in  any such court.               (d)  Each party to this Agreement irrevocably consents to service of process in the  manner  provided  for  notices  in  Section 9.01.   Nothing  in  this  Agreement  or  any  other  Loan  Document  will  affect  the  right  of  any  party  to  this  Agreement  to  serve  process  in  any  other  manner permitted by law.               SECTION 9.10.  WAIVER  OF  JURY  TRIAL.  EACH  PARTY  HERETO  HEREBY  IRREVOCABLY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL  PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS  AGREEMENT,  ANY  OTHER  LOAN  DOCUMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER  BASED  ON  CONTRACT,  TORT  OR  ANY  OTHER    THEORY).      EACH    PARTY    HERETO     (A) CERTIFIES   THAT    NO  REPRESENTATIVE,  AGENT  OR  ATTORNEY  OF  ANY  OTHER  PARTY  HAS  REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT  SUCH  OTHER  PARTY  WOULD  NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER  AND  (B) ACKNOWLEDGES  THAT  IT  AND  THE  OTHER  PARTIES  HERETO  HAVE  BEEN  INDUCED  TO  ENTER  INTO  THIS  AGREEMENT  BY,  AMONG  OTHER  THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           154                SECTION 9.11.  Headings.  Article  and  Section headings  and  the  Table  of  Contents used herein are for convenience of reference only, are not part of this Agreement and  shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.               SECTION 9.12.  Confidentiality.  Each of the Administrative Agent, the Lenders  and  the  Issuing  Banks  agrees  to  maintain  the  confidentiality  of  the  Information  (as  defined  below),  except  that  Information  may  be  disclosed  (a) to  its  Related  Parties,  including  accountants, legal counsel and other agents and advisors, it being understood that the Persons to  whom  such  disclosure  is  made  shall  be  subject  to  a  professional  or  other  obligation  of  confidentiality or will be informed of the confidential nature of such Information and instructed  to  keep  such  Information  confidential,  (b) to  the  extent  required  or  requested  by  any  Governmental Authority purporting to have jurisdiction over such Person or its Related Parties  (including  any  self-regulatory  authority,  such  as  the  National  Association  of  Insurance  Commissioners), (c) to the extent required by applicable law or by any subpoena or similar legal  process,  (d) to  any  other  party  to  this  Agreement,  (e) in  connection  with  the  exercise  of  any  remedies under this Agreement or any other Loan Document or any suit, action or proceeding  relating to this Agreement or any other Loan Document or the enforcement of rights hereunder  or thereunder, (f) subject to  an agreement containing confidentiality undertakings  substantially  similar  to  those  of  this  Section,  to  (i) any  assignee  of  or  Participant  in,  or  any  prospective  assignee  of  or  Participant  in,  any  of  its  rights  or  obligations  under  this  Agreement  or  (ii) any  actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction  relating  to  Murphy  USA,  the  Company  or  any  other  Subsidiary  and  its  obligations,  (g) on  a  confidential  basis  to  (i)  any  rating  agency  in  connection  with  rating  the  Company  or  its  Subsidiaries or the credit facilities provided for herein or (ii) the CUSIP Service Bureau or any  similar agency in connection with the issuance and monitoring of CUSIP numbers with respect  to the credit facilities provided for herein, (h) with the consent of the Company, (i) to the extent  such  Information  (i) becomes  publicly  available  other  than  as  a  result  of  a  breach  of  this  Section or (ii) becomes available to the Administrative Agent, any Lender, any Issuing Bank or  any Affiliate of any of the foregoing on a nonconfidential basis from a source other than Murphy  USA or any Borrower or (j) in the case of information pertaining to this Agreement routinely  provided  by  arrangers  to  such  providers,  to  data  service  providers,  including  league  table  providers, that serve the lending industry.  For purposes of this Section, “Information” means all  information  received  from  Murphy  USA  or  the  Borrowers  relating  to  Murphy  USA,  the  Company  or  any  other  Subsidiary  or  their  businesses,  other  than  any  such  information  that  is  available  to  the  Administrative  Agent,  any  Lender  or  any  Issuing  Bank  on  a  nonconfidential  basis  prior  to  disclosure  by  Murphy  USA  or  the  Borrowers; provided that,  in  the  case  of  information received from Murphy USA or the Borrowers after the date hereof, such information  is clearly identified at the time of delivery as confidential.  Any Person required to maintain the  confidentiality of Information as provided in this Section shall be considered to have complied  with its obligation to do so if such Person has exercised the same degree of care to maintain the  confidentiality  of  such  Information  as  such  Person  would  accord  to  its  own  confidential  information.   It  is  agreed  that,  notwithstanding  the  restrictions  of  any  prior  confidentiality  agreement  binding  on  any  Arranger  or  the  Administrative  Agent,  such  parties  may  disclose  Information as provided in this Section 9.12                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           155                SECTION 9.13.  Interest Rate Limitation.  Notwithstanding anything herein to the  contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges  and other amounts that are treated as interest on such Loan under applicable law (collectively the  “Charges”),  shall  exceed  the  maximum  lawful  rate  (the  “Maximum  Rate”)  that  may  be  contracted  for,  charged,  taken,  received  or  reserved  by  the  Lender  holding  such  Loan  in  accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,  together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and,  to the extent lawful, the interest and Charges that would have been payable in respect of such  Loan but were not payable as a result of the operation of this Section shall be cumulated and the  interest  and  Charges  payable  to  such  Lender  in  respect  of  other  Loans  or  periods  shall  be  increased  (but  not  above  the  Maximum  Rate  therefor)  until  such  cumulated  amount,  together  with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by  such Lender.               SECTION 9.14.  Release of Liens and Guarantees.  (a)    A Subsidiary Loan Party  (other  than  a  Borrower)  shall  automatically be  released  from  its  obligations  under  the  Loan  Documents, and all security interests created by the Security Documents in Collateral owned by  such  Subsidiary  Loan  Party  shall  be  automatically  released,  upon  the  consummation  of  any  transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases  to be a Subsidiary; provided that (i) if so required by this Agreement, the Required Lenders shall  have  consented  to  such  transaction  and  the  terms  of  such  consent  shall  not  have  provided  otherwise,  (ii)  at  any  time  when  any  Permitted  Non-ABL  Indebtedness  or  any  Permitted  Additional  Unsecured  Indebtedness  is  outstanding,  no  such  release  shall  occur  unless,  substantially concurrently therewith, such Subsidiary Loan Party shall have been released from  its  obligations,  if  any  (including  pursuant  to  a  Guarantee),  under  all  Permitted  Non-ABL  Indebtedness Documents and all Permitted Additional Unsecured Indebtedness Documents, and  all  Liens  on  the  assets  of  such  Subsidiary  Loan  Party  securing any  such  Permitted  Non-ABL  Indebtedness shall have been released and (iii) the Company shall have given the Administrative  Agent written notice of such transaction, together with such information as shall be required for  the Administrative Agent to adjust the Borrowing Base to reflect such disposition, to the extent  required by the definition of the term “Borrowing Base”.  In the event of any conflict between  the  provisions  of  this  paragraph  and  any  release  or  termination  provisions  set  forth  in  the  Collateral  Agreement  or  any  other  Security  Document,  the  provisions  of  this  paragraph  shall  govern and control.               (b)  Upon  any  sale  or  other  transfer  by  any  Loan  Party  (other  than  to  Murphy  USA, the Company or any other Subsidiary) of any Collateral in a transaction permitted under  this Agreement, or upon the effectiveness of any written consent to the release of the security  interest  created  under  any  Security  Document  in  any  Collateral  pursuant  to  Section 9.02,  the  security  interests  in  such  Collateral  created  by  the Security  Documents  shall  be  automatically  released; provided that  (i)  at  any  time  when  any  Permitted  Non-ABL  Indebtedness  is  outstanding, no such release shall occur unless, substantially concurrently therewith, all Liens on  such Collateral securing any such Permitted Non-ABL Indebtedness shall have been released and  (ii) the Company shall have given the Administrative Agent written notice of such transaction,  together with such information as shall be required for the Administrative Agent to adjust the  Borrowing Base to reflect such disposition,  to the extent required by the definition of the term                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           156    “Borrowing Base”.  In the event of any conflict between the provisions of this paragraph and any  release  or  termination  provisions  set  forth  in  the  Collateral  Agreement  or  any  other  Security  Document, the provisions of this paragraph shall govern and control.               (c)  The Lenders, the Issuing Banks and the other Secured Parties hereby further  irrevocably authorize (i) the release of Liens on the Non-ABL Priority Collateral as provided in  each Permitted Intercreditor Agreement and (ii) the release of Liens on the Collateral as provided  in the Security Documents.               (d)  In  connection  with  any  termination  or  release  pursuant  to  this  Section,  the  Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense,  all  documents  that  such  Loan  Party  shall  reasonably  request  to  evidence  such  termination  or  release.   Any  execution  and  delivery  of  documents  pursuant  to  this  Section shall  be  without  recourse to or warranty by the Administrative Agent.               SECTION 9.15.  Certain Notices.  Each Lender and the Administrative Agent (for  itself  and  not  on  behalf  of  any  Lender)  hereby  notifies  each  Loan  Party  that  pursuant  to  the  requirements of the USA PATRIOT Act and the Beneficial Ownership Regulation it is required  to  obtain,  verify  and  record  information  that  identifies  such  Loan  Party,  which  information  includes  the name and address  of such  Loan Party and other information that will allow such  Lender  or  the  Administrative  Agent,  as  applicable,  to  identify  such  Loan  Party  in  accordance  with the USA PATRIOT Act and the Beneficial Ownership Regulation.               SECTION 9.16.  No  Fiduciary  Relationship.  Each  of  Murphy  USA  and  the  Company, on behalf of itself and its subsidiaries, agrees that in connection with all aspects of the  transactions  contemplated  hereby  and  any  communications  in  connection  therewith,  Murphy  USA,  the  Company,  the  other  Subsidiaries  and  their  Affiliates,  on  the  one  hand,  and  the  Administrative Agent, the Lenders, the Issuing Banks and their Affiliates, on the other hand, will  have a business relationship that does not create, by implication or otherwise, any fiduciary duty  on the part of the Administrative Agent, the Lenders, the Issuing Banks or their Affiliates, and no  such  duty  will  be  deemed  to  have  arisen  in  connection  with  any  such  transactions  or  communications.  The Administrative Agent, the Arrangers, the Lenders, the Issuing Banks and  their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad  range of transactions that involve interests that differ from those of Murphy USA, the Borrowers,  the other Subsidiaries and their Affiliates, and none of the Administrative Agent, the Arrangers,  the  Lenders,  the  Issuing  Banks  or  their  Affiliates  has  any  obligation  to  disclose  any  of  such  interests to Murphy USA, the Borrowers, the other Subsidiaries or any of their Affiliates. To the  fullest  extent  permitted by  law,  each  of  Murphy  USA  and the  Borrowers  hereby  agree  not  to  assert any  claims  against  the  Administrative  Agent,  the  Arrangers,  the  Lenders,  the  Issuing  Banks and their Affiliates alleging a breach of agency or fiduciary duty in connection with any  aspect of any transaction contemplated hereby.                 SECTION 9.17.  Non-Public Information.  (a)  Each Lender acknowledges that all  information,  including  requests  for  waivers  and  amendments,  furnished  by  Murphy  USA,  any  Borrower  or  the  Administrative  Agent  pursuant  to  or  in  connection  with,  or  in  the  course  of  administering,  this  Agreement  will  be  syndicate-level  information,  which  may  contain  MNPI.   Each Lender represents to Murphy USA, the Borrowers and the Administrative Agent that (i) it                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           157    has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in  accordance  with  such  procedures  and  applicable  law,  including  Federal,  state  and  foreign  securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who  may receive information that may contain MNPI in accordance with its compliance procedures  and applicable law, including Federal, state and foreign securities laws.               (b)  Murphy  USA,  the  Borrowers  and  each  Lender  acknowledge  that,  if  information furnished by Murphy USA or any Borrower pursuant to or in connection with this  Agreement is being distributed by the Administrative Agent through an Electronic Platform, (i)  the  Administrative  Agent  may  post  any  information  that  Murphy  USA  or  any  Borrower  has  indicated  as  containing  MNPI  solely  on  that  portion  of an  Electronic Platform designated  for  Private Side Lender Representatives and (ii) if Murphy USA or the applicable Borrower has not  indicated  whether  any  information  furnished  by  it  pursuant  to  or  in  connection  with  this  Agreement contains MNPI, the Administrative Agent reserves the right to post such information  solely  on  that  portion  of an  Electronic Platform designated  for  Private  Side  Lender  Representatives.  Each of Murphy USA and each of the Borrowers agrees to clearly designate all  information  provided  to  the  Administrative  Agent  by  or  on  behalf  of  Murphy  USA  or  such  Borrower that is suitable to be made available to Public Side Lender Representatives, and the  Administrative Agent shall be entitled to rely on any such designation by Murphy USA or any  Borrower without liability or responsibility for the independent verification thereof.                SECTION 9.18.  Judgment  Currency.  (a)  If,  for  the  purpose  of  obtaining  judgment in any court, it is necessary to convert a sum owing hereunder in dollars into another  currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate  of exchange used shall be that at which in  accordance with normal banking procedures in the  relevant jurisdiction dollars could be purchased with such other currency on the Business Day  immediately preceding the day on which final judgment is given.               (b)  The obligations of each party hereto in respect of any sum due to any other  party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall,  notwithstanding any judgment in  a currency  (the “Judgment Currency”) other than dollars, be  discharged  only  to  the  extent  that,  on  the  Business  Day  following  receipt  by  the  Applicable  Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor  may in accordance with normal banking procedures in the relevant jurisdiction purchase dollars  with the Judgment Currency; if the amount of dollars so purchased is less than the sum originally  due  to  the  Applicable  Creditor  in  dollars,  such  party  agrees,  as  a  separate  obligation  and  notwithstanding  any  such  judgment,  to  indemnify  the  Applicable  Creditor  against  such  deficiency.  The obligations of the parties contained in this Section shall survive the termination  of this Agreement and the payment of all other amounts owing hereunder.               SECTION 9.19.  Permitted Intercreditor Agreement.  (a)  Each of the Lenders, the  Issuing Banks and the other Secured Parties acknowledges that obligations of the Company and  the other Loan Parties under the Permitted Non-ABL Indebtedness, upon incurrence thereof, may  be  secured  by  Liens  on  assets  of  the  Company  and  the  other  Loan  Parties  that  constitute  Collateral (and by fee-owned real property of the Company and the other Loan Parties, whether  or not such fee-owned real property constitutes Collateral), and that the relative Lien priority and  other creditor rights of the Secured Parties and the secured parties in respect of Permitted Non-                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           158    ABL Indebtedness will be set forth in a Permitted Intercreditor Agreement.  Each of the Lenders,  the  Issuing  Banks  and  the  other  Secured  Parties  hereby  irrevocably  authorizes  and  directs  the  Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and  without any further consent, authorization or other action by such Secured Party, (i) from time to  time  upon  the  request  of  the  Company,  in  connection  with  the  establishment,  incurrence,  amendment, refinancing or replacement of any Permitted Non-ABL Indebtedness, any Permitted  Intercreditor Agreement (it being understood and agreed that the Administrative Agent is hereby  authorized and directed to determine the terms and conditions of any such Permitted Intercreditor  Agreement as contemplated by the definition of the term “Permitted Intercreditor Agreement”,  and that notwithstanding anything herein to the contrary, the Administrative Agent shall not be  liable for, or be responsible for any loss, cost or expense suffered by any Lender, any Issuing  Bank or any other Secured Party, or by any Loan Party, as a result of, any such determination)  and (ii) any documents relating thereto.               (b)  Each of the Lenders, the Issuing Banks and the other Secured Parties hereby  irrevocably  (i)  consents  to  the  subordination  of  the  Liens  on  the Non-ABL  Priority Collateral  securing  the  Secured  Obligations  on  the  terms  set  forth  in  each  Permitted  Intercreditor  Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be  bound  by  the  provisions  of  each  Permitted  Intercreditor  Agreement  as  if  it  were  a  signatory  thereto and will take no actions contrary to the provisions thereof, (iii) agrees that no Secured  Party shall have any right of action whatsoever against the Administrative Agent as a result of  any action taken by the Administrative Agent pursuant to this Section or in accordance with the  terms  of  any  Permitted  Intercreditor  Agreement  and  (iv) authorizes  and  directs  the  Administrative Agent to carry out the provisions and intent of each such document.               (c)  Each of the Lenders, the Issuing Banks and the other Secured Parties hereby  irrevocably  further  authorizes  and  directs  the  Administrative  Agent  to  execute  and  deliver,  in  each case on behalf of such Secured Party and without any further consent, authorization or other  action  by  such  Secured  Party, any  amendments,  supplements  or  other  modifications  of  each  Permitted Intercreditor Agreement that the Company may from time to time request (i) to give  effect  to  any  establishment,  incurrence,  amendment,  extension, renewal, refinancing  or  replacement  of  any  Permitted  Non-ABL  Indebtedness,  (ii)  to  confirm  for  any  party  that  the  Intercreditor Agreement is effective and binding upon the Administrative Agent on behalf of the  Secured Parties or (iii) to effect any other amendment, supplement or modification so long as the  resulting  agreement  would  constitute  a  Permitted  Intercreditor  Agreement  if  executed  at  such  time as a new agreement.               (d)  Each of the Lenders, the Issuing Banks and the other Secured Parties hereby  irrevocably  further  authorizes  and  directs  the  Administrative  Agent  to  execute  and  deliver,  in  each case on behalf of such Secured Party and without any further consent, authorization or other  action  by  such  Secured  Party,  any  amendments,  supplements  or  other  modifications  of  any  Security Document to add or remove any legend that may be required pursuant to any Permitted  Intercreditor Agreement.               (e)  Each  of  the  Lenders,  the  Issuing  Banks  and  the  other  Secured  Parties  acknowledges and agrees that JPMorgan Chase Bank, N.A., or one or more of its Affiliates may  (but is not obligated to) act as administrative agent, collateral agent or a similar representative for                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           159    the holders of any Permitted Non-ABL Indebtedness (and may itself be a holder of any Permitted  Non-ABL Indebtedness) and, in any such capacity, may be a party to any Permitted Intercreditor  Agreement.  Each of the Lenders, the Issuing Banks and the other Secured Parties waives any  conflict  of  interest  in  connection  therewith  and  agrees  not  to  assert  against  JPMorgan  Chase  Bank,  N.A.  or  any  of  its  Affiliates  any  claims,  causes  of  action,  damages  or  liabilities  of  whatever kind or nature relating thereto.               (f)  The Administrative Agent shall have the benefit of the provisions of Article  VIII  and  Section 9.03  with  respect  to  all  actions  taken  by  it  pursuant  to  this Section  or  in  accordance with the terms of any Permitted Intercreditor Agreement to the full extent thereof.               (g)  Each  Secured  Party,  whether  or  not  a  party  hereto,  will  be  deemed,  by  its  acceptance  of  the  benefits  of  the  Collateral  and  of  the  Guarantees  of  the Secured  Obligations  provided under the Loan Documents, to have agreed to the provisions of this Section 9.19.               SECTION 9.20.  Acknowledgement  and  Consent  to  Bail-In  of  EEA  Financial  Institutions.  Notwithstanding anything to the contrary in any  Loan Document or in any other  agreement,  arrangement  or  understanding  among  the  parties  hereto,  each  party  hereto  acknowledges  that  any  liability  of  any  EEA  Financial  Institution  arising  under  any  Loan  Document,  to  the  extent  such  liability  is  unsecured,  may  be  subject  to  the Write-Down  and  Conversion Powers  of  an  EEA  Resolution  Authority  and  agrees  and  consents  to,  and  acknowledges and agrees to be bound by:               (a)  the  application  of  any  Write-Down  and  Conversion  Powers  by  an  EEA        Resolution Authority to any such liabilities arising hereunder which may be payable to it        by any party hereto that is an EEA Financial Institution; and               (b)  the  effects  of  any  Bail-In  Action  on  any  such  liability,  including,  if        applicable,  (i)  a  reduction  in  full  or  in  part  or  cancelation  of  any  such  liability,  (ii)  a        conversion  of  all,  or  a  portion  of,  such  liability  into  shares  or  other  instruments  of        ownership in such EEA Financial Institution, its parent entity, or a bridge institution that        may be issued to it or otherwise conferred on it, and that such shares or other instruments        of ownership will be accepted by it in lieu of any rights with respect to any such liability        under this Agreement or any other Loan Document or (iii) the variation of the terms of        such liability in connection with the exercise of the Write-Down and Conversion Powers        of any EEA Resolution Authority.               (c)  The following terms shall for purposes of this Section have the meanings set  forth below:               “Bail-In Action” means, as to any EEA Financial Institution, the exercise of any  Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of  any liability of such EEA Financial Institution.               “Bail-In  Legislation”  means,  with  respect  to  any  EEA  Member  Country  implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           160    of the European Union, the implementing law for such EEA Member Country from time to time  that is described in the EU Bail-In Legislation Schedule.               “EEA  Financial  Institution”  means  (a)  any  credit  institution  or  investment  firm  established in any EEA Member Country that is subject to the supervision of an EEA Resolution  Authority, (b) any entity established in an EEA Member Country that is a parent of an institution  described in clause (a) of this definition, or (c) any financial institution established in an EEA  Member  Country  that  is  a  subsidiary  of  an  institution  described  in  clause  (a)  or  (b)  of  this  definition and is subject to consolidated supervision with its parent.               “EEA  Member  Country”  means  any  member  state  of  the  European  Union,  Iceland, Liechtenstein and Norway.               “EEA  Resolution  Authority” means  any  public  administrative  authority  or  any  person entrusted with public administrative authority of any EEA Member Country (including  any delegee) having responsibility for the resolution of any EEA Financial Institution.               “EU  Bail-In  Legislation  Schedule”  means  the  EU  Bail-In  Legislation  Schedule  published by the Loan Market Association (or any successor person), as in effect from time to  time.               “Write-Down  and  Conversion  Powers” means,  with  respect  to  any  EEA  Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority  from time to time under the Bail-In Legislation for the applicable EEA Member Country, which  write-down and conversion powers are described in the EU Bail-In Legislation Schedule.               SECTION 9.21.  Amendment  and  Restatement  of  Existing  Credit  Agreement.   This Agreement shall amend and restate the Existing Credit Agreement in its entirety, and all of  the  terms  and  provisions  hereof  shall  supersede  the  terms  and  conditions  thereof.   The  Indebtedness of the Borrowers evidenced under this Agreement and the other Loan Documents  are  given in renewal, extension  or modification  but  not  in  extinguishment  or discharge of the  Indebtedness under the Existing Credit Agreement.  Each party hereto acknowledges and agrees  that, on and as of the Effective Date, Schedule 2.01 hereto sets forth all the Commitments of all  the Lenders (and no Person whose name does not appear on Schedule 2.01 hereto shall have, or  shall  be  deemed  to  have,  as  of the Effective  Date,  a  Commitment  under this Agreement).   Notwithstanding anything to the contrary in this Agreement, each Lender that is a lender under  the Existing Credit Agreement hereby waives any right under the Existing Credit Agreement to  compensation for any loss, cost or expense described in Section 2.16 thereof resulting from the  prepayment of term loans thereunder on the Effective Date.               SECTION 9.22.  Acknowledgment Regarding Any Supported QFCs.  (a)  To the  extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging  Agreements  or  any  other  agreement  or  instrument  that  is  a  QFC  (such  support,  “QFC  Credit  Support” and each such QFC, a “Supported QFC”), the parties hereto acknowledge and agree as  set  forth  in  clause  (b)  below with  respect  to  the  resolution  power  of  the  Federal  Deposit  Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank  Wall  Street  Reform  and  Consumer  Protection  Act  (together  with  the  regulations  promulgated                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           161    thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC  Credit Support (with the provisions below applicable notwithstanding that the Loan Documents  and any Supported QFC may in fact be stated to be governed by the laws of the State of New  York and/or of the United States or any other state of the United States).               (b)  In  the  event  a  Covered  Entity  that  is  party  to  a  Supported  QFC  (each,  a  “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the  transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest  and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in  property securing such Supported QFC or such QFC Credit Support) from such Covered Party  will  be  effective  to  the  same  extent  as  the  transfer  would  be  effective  under  the  U.S.  Special  Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,  obligation and rights in property) were governed by the laws of the United States or a state of the  United States.  In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes  subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan  Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that  may be exercised against such Covered Party are permitted to be exercised to no greater extent  than  such  Default  Rights  could  be  exercised  under  the  U.S.  Special  Resolution  Regime  if  the  Supported QFC and the Loan Documents were governed by the laws of the United States or a  state of the United States.  Without limitation of the foregoing, it is understood and agreed that  rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the  rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.               SECTION 9.23.  Certain Guarantee Release.  Effective as of the Effective Date,  notwithstanding  anything  to  the  contrary  in this Agreement  or  the  Collateral  Agreement,  the  Guarantee  of  591  Beverage,  Inc.,  a  Nebraska  corporation,  created  under  the  Collateral  Agreement is hereby released, and such entity is discharged from all of its obligations under the  Collateral Agreement and shall cease to be a Subsidiary Loan Party or a Loan Party for purposes  of this Agreement and the other Loan Documents.                                   [Signature pages follow]                                                                                                                                                            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






               IN WITNESS WHEREOF, the parties hereto have caused this Agreement  to  be duly executed by their respective authorized officers  as  of the day  and  year  first  above written.                                       MURPHY USA INC.,                                          by                                            /s/ Mindy K. West __________                                            Name:  Mindy K. West                                            Title:    Executive Vice President,                                            Fuels, Chief Financial Officer and                                            Treasurer                                       MURPHY OIL USA, INC.,                                          by                                            /s/ Mindy K. West___________                                            Name:  Mindy K. West                                            Title:    Executive Vice President,                                            Fuels, Chief Financial Officer and                                            Treasurer                                       JPMORGAN CHASE BANK, N.A.,                                      individually and as Administrative Agent,                                          by                                            /s/ Stephanie Balette__________                                            Name:  Stephanie Balette                                            Title:    Authorized Officer            [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  Regions Bank                                          by                                            /s/ Aaron Wade_______________                                            Name:  Aaron Wade                                            Title:    Director                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  ROYAL BANK OF CANADA                                          by                                            /s/ Anna Bernat_____________                                            Name:  Anna Bernat                                            Title:    Attorney in Fact                           For any Lender requiring a second signature block:                                          by                                            /s/ Farhan Lodhi____________                                            Name:  Farhan Lodhi                                            Title:    Attorney in Fact                                                                                                                                                                                                                                                                                                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  Fifth Third Bank                                          by                                            /s/ James Holacka___________                                            Name:  James Holacka                                            Title:    Director - VP                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                                                                                                                                                                                                                                                                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  WELLS FARGO BANK,                          NATIONAL ASSOCIATION                                          by                                            /s/ Laura Nelson____________                                            Name:  Laura Nelson                                            Title:    Vice President                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                                                                                                                                                                                                                                                                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  Bank of America, N.A.                                          by                                            /s/ Jason Stowe____________                                            Name:  Jason Stowe                                            Title:    Assistant Vice President                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                                                                                                                                                                                                                                                                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  Hancock Whitney Bank                                          by                                            /s/ Nancy Moragas__________                                            Name:  Nancy Moragas                                            Title:    Senior Vice President                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                                                                                                                                                                                                                                                                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  Branch Banking and Trust Company                                          by                                            /s/ David Miller____________                                            Name:  David Miller                                            Title:    Vice President                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                                                                                                                                                                                                                                                                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  PNC Bank, National Association                                          by                                            /s/ Nathan Yocum__________                                            Name:  Nathan Yocum                                            Title:    Vice President                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                                                                                                                                                                                                                                                                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  BancorpSouth Bank                                          by                                            /s/ Ronald L. Hendrix________                                            Name:  Ronald L. Hendrix                                            Title:    Executive Vice President                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                                                                                                                                                                                                                                                                                                                                                                                                         [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                              SIGNATURE PAGE TO                                                 THE CREDIT AGREEMENT                                                OF MURPHY OIL USA, INC.,                                             AS AMENDED AND RESTATED                            Name of Institution:  UMB Bank, n.a.                                          by                                            /s/ Cory Miller_____________                                            Name:  Cory Miller                                            Title:    Senior Vice President                           For any Lender requiring a second signature block:                                          by                                            _________________________                                            Name:                                            Title:                                                                                                                                                                                                                        [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                             Schedule 1.01                                                                                    Existing Letters of                                            Credit       Murphy Oil USA, Inc.          JPM     Tenor   Currency   Outstanding      L/C        Release     Expiry/     Beneficiary    Reference                       Amount       Available     Date       Maturity      Name     Number                                       Amount                    Date      CPCS-    SIGHT     USD      $102,475.00   102,475.00   JUNE 01,    JUNE 01,     LIBERTY     911429                                                    2019        2020       MUTUAL      CPCS-    SIGHT     USD     $1,550,000.00  1,550,000.00 JUNE 10,     JUNE 1,     SAFETY     007638                                                    2019        2020       NATIONAL                                                                                      INS CO     TOTAL                       $1,652,475.00 $1,652,475.00                                                                                                                               [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                      Schedule 2.01                                                                         Commitments                                   ABL Commitments       Lender                                                  Amount    JPMorgan Chase Bank, N.A.                                  $70,652,173.91    Regions Business Capital                                    42,391,304.35    Bank of America, N.A.                                       28,260,869.56    Fifth Third Bank, N.A.                                      28,260,869.56    Royal Bank of Canada                                        28,260,869.56    Wells Fargo Bank, National Association                      28,260,869.56    BancorpSouth Bank                                           19,782,608.70    Branch Banking and Trust Company                            19,782,608.70    Hancock Whitney Bank                                        19,782,608.70    PNC Bank, National Association                              19,782,608.70    UMB Bank, N.A.                                              19,782,608.70            TOTAL                                                $325,000,000.00                                  Term Commitments       Lender                                                  Amount    JPMorgan Chase Bank, N.A.                                  $54,347,826.09    Regions Business Capital                                    32,608,695.65    Bank of America, N.A.                                       21,739,130.44    Fifth Third Bank, N.A.                                      21,739,130.44    Royal Bank of Canada                                        21,739,130.44    Wells Fargo Bank, National Association                      21,739,130.44    BancorpSouth Bank                                           15,217,391.30    Branch Banking and Trust Company                            15,217,391.30    Hancock Whitney Bank                                        15,217,391.30    PNC Bank, National Association                              15,217,391.30    UMB Bank, N.A.                                              15,217,391.30            TOTAL                                                $250,000,000.00                                                                                    [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                     Schedule 2.05                                                                   Initial LC Commitments      Lender                                                  Amount   JPMorgan Chase Bank, N.A.                                  $50,000,000.00   Regions Business Capital                                    42,391,304.35           Total:                                                 $92,391,304.35                                                                                   [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                     Schedule 3.11                                                  Subsidiaries and Joint Ventures                                             % of Class of                                          Equity Interest                                           Owned by                                          Murphy USA,                                          the Company      Y/N                           Jurisdiction of or any other   Design               Name        Organization   Subsidiary     Subsidated            591 Beverage,  Nebraska          100%          iaryY             Inc.            864 Holdings,  Delaware          100%           Y            Inc.            864 Beverage,  Texas             100%           Y            Inc.            Hankinson      Delaware          100%           Y            Holding, LLC            Murphy Oil     Delaware          100%           Y            Trading            Company                                                 (Eastern)                                               Murphy Oil     Delaware          100%           Y            USA, Inc.            Spur Oil       Delaware          100%           Y            Corporation            Superior Crude Delaware          100%           Y            Trading                                                     Company                                                      The Griffin LLC Arkansas         99%                      N  N                                Arkansas                                                                                                                                                                        [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                                               Schedule 3.125                                                                                                             Murphy USA Insurance Program Murphy USA Insurance Program As                                                                                                                                                 of 7101/2019                                         Type of Insurance                                                   Policy No.                    Broker                         Insurer                                         Policy Period               Limits                       Deductibles                                       Liability Insurance                                                                                                                                                        Primary Casualty                                                                                    Stephens Insurance             Safety National                                                                                                                                            Auto Liability - All States                                         CAS4058595                                                                                             06/01/19 - 06/01/20               $2,000,000                    $250,000                                                                                                                                            General Liability                                                   GL4058594                                                                                              06/01/19-06/01/20                 $5,000,000                   $3,000,000                                                                                                                                            Workers' Compensation                                               LDS4058592                                                                                             06/01/19-06/01/20                    Statutory                 $1,000,000                                                                                                                                            Employers' Liability                                                LDS4058592                                                                                             06/01/19 - 06/01/20               $2,000,000                   $1,000,000                                                                                                                                                                                                                                        Workers' Compensation - Ohio                                           1325769                      None                           Ohio State Fund                            07/01/19 - 07/01/20                   Statutory                                                                                                                                                                                                                                        Workers' Compensation - Washington                                     603103538                    None                           Washington State Fund                      Annual                                Statutory                                                                                                                                                                                                                                        Environmental Liability Insurance                                      PPLG27270219007              Stephens Insurance             Chubb                                      06/01/19 -06/01/20              $10,000,000                                                                                                                                                                                                                      Retail/Offices                                                                                                                                                                                                                            $1,000,000                                                                                                                                                                                                                      Terminals                                                                                                                                                                                                                                 $1,000,000                                                                                                                                                                                                                                         Environmental Liability Insurance - Meridian                           PEC0038327                   Stephens Insurance             Indian Harbor Insurance Co (XL)            07/25/12 - 07/25/22             $25,000,000                      $500,000      Marine Terminal Operator's/Charterers Liability                        MASILHS00091019              Stephens Insurance             Starr Indemnity & Liability Co (CVStarr) 06/01/19 - 06/01/20               $10,000,000                       $50,000         Cyber Liability                                                        B0621PMURP00419              Stephens Insurance             Liberty Managing Agency Limited            05101/19 -05/01/20         First Party                                                                                                                                                                                                 $25,000,000                   $2,500,000         Privacy, Confidentiality, and Security Liability                                                                                                                                                            $25,000,000                   $2,500,000         Privacy, Regulation Defense, Awards and Fines                                                                                                                                                               $25,000,000                   $2,500,000         Customer Care and Reputational Expense                                                                                                                                                                      $25,000,000                   $2,500,000         Multi-Media Indemnity                                                                                                                                                                                       $25,000,000                   $2,500,000                                                                                                                                                                                                                                                     Excess Liabilities (including Sudden and Accidental Pollution)         Various                      stephens Insurance             Various                                    06/01/19 - 06/01/20            $150,000,000       Various                                                                                                                                                                                                                                                    Executive/Professional Liability                                                                                                                                                                                                                                           D & 0 Liability; Corp. Reimbursement                                Various                      McGriff Seibels & Williams     Various                                    10/30/18 - 10/30/19             $150,000,000                   $2,000,000        $50MM is Side A - Directors Only                                                                                                                                                                                                               Fiduciary Liability                                                 025817414                    McGriff Seibels & Williams     AIG                                        10/30/18 -10/30/19               $15,000,000                     $150,000                                                                                                                                                                                                                                           Employment Practices                                                025808317                    McGriff Seibels & Williams     AIG                                        10/30/18 -10/30/19               $10,000,000                     $500,000      Aircraft Hull and Liability (Company Plane)                            GM02944219806                Stephens Insurance             National Union Fire Insurance Co (AIG) 09/01/18-09/01/19                    $75,000,000                                       Property Damage Insurance     Ocean Marine Cargo/Property In Storage    B1353DC1804844000                                      Stephens Insurance              Lloyd and Partners Limited                  10/01/18 -10/01/19 per values reported                 $100,000 (Storage)                                                                                                                                                                                                                                                                                                                                                                                                                                                           [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                           Office Property (El Dorado Offices)                                    YU2L9L463280018              Stephens Insurance             Liberty Mutual                             11/01/18 - 11/01/19                                                                                                                                                                                                  Blanket Building                                                                                                                                                                                           $38,g52,500                       $50,000                                                                                                                                                                                          Blanket Contents                                                                                                                                                                                           $28,872,416                       $50,000                                                                                                                                                                                          Earthquake                                                                                                                                                                                                 $10,000,000                     $100,000                                                                                                                                                                                          Flood                                                                                                                                                                                                      $10,000,000                     $100,000      Commercial Crime Coverage (Treasury, Employee Theft)                   SAA05928080500               McGriff Seibels & Williams     Great American Insurance Co                10/30/18 - 10/30/19             $25,000,000                     $300,000      Onshore Property - Terminals                                           42PRP30138404                Stephens Insurance             National Fire & Marine Insurance Co        05/15/19 - 05/15/20             $20,000,000                   $5,000,000     Onshore Property - Terrorism                                           B1230AW02065A17              Stephens Insurance             Lloyds Of London                           05/15/19 - 05/15/20             $20,000,000                       $25,000                                                                                                                                                                                                                      [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                 Schedule 6.01                                                                    Existing Indebtedness        Debtor              Description    Amount           Due     Murphy Oil USA, Inc. Vehicle Capital $2,600,000     Rolling  36 months                         Lease (various)                                                                                    [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                            Schedule 6.01(j)                                                                                       Letters of Credit     LC Issuer               Beneficiary       Amount      Expiry Date Description      Murphy USA     BancorpSouth     Liberty Mutual          15,297,525.00 7/31/2020 Guarantee of "Deductible"                     and/or Insurance Co.                           "Loss Limit"                     Reimbursement                                                                     primary casualty                                                                     deductible program     JP Morgan         Liberty Mutual              102,475.00 6/1/2020 Guarantee of "Deductible"                     and/or Insurance Co.                           "Loss Limit"                     Reimbursement                                                                     primary casualty                                                                     deductible program       JP  Morgan        Safety National             1,550,000.00   6/1/2020  Guarantee of "Deductible" and/or                           Insurance Co.                             "Loss Limit" Reimbursement                                                                              primary casualty deductible                                                                           program                                                                                     [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                    Schedule 6.02                                                                                                                                                   Liens             None.                                                                                                                                                                [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                     Schedule 6.04                                                                     Existing Investments                                Guaranty Listing       None.                                                                                    [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                 Schedule 6.10                                                                   Existing Restrictions                                            None.                                                                                                                                                                                                                                                          [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                 EXHIBIT A                                                                      [FORM OF]                      ASSIGNMENT AND ASSUMPTION                                                    This Assignment and Assumption (the “Assignment and Assumption”) is  dated  as  of  the  Effective  Date  set  forth  below  and  is  entered  into  by  and  between  the  Assignor (as defined below) and the Assignee (as defined below).  Capitalized terms used  but not defined herein shall have the meanings  given to them in the Credit Agreement  dated as of August 30, 2013, as amended and restated as of August 27, 2019 (as further  amended, restated, supplemented or otherwise modified from  time to  time, the “Credit  Agreement”),  among  Murphy  USA  Inc.,  Murphy  Oil  USA,  Inc.,  the  Borrowing  Subsidiaries from time to time party thereto, the Lenders from time to time party thereto  and JPMorgan Chase Bank, N.A., as Administrative Agent, receipt of a copy of which is  hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in  Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and  made a part of this Assignment and Assumption as if set forth herein in full.               For  an  agreed  consideration,  the  Assignor  hereby  irrevocably  sells  and  assigns  to  the  Assignee,  and  the  Assignee  hereby  irrevocably  purchases  and  assumes  from the Assignor, subject to and in accordance with the Standard Terms and Conditions  referred  to  above and  the  Credit  Agreement,  as  of  the  Effective  Date  inserted  by  the  Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations  in  its  capacity  as  a  Lender  under  the  Credit  Agreement  and  any  other  documents  or  instruments delivered pursuant thereto to the extent related to the amount and percentage  interest identified below of all of such outstanding rights and obligations of the Assignor  under the credit facilities identified below (including any Guarantees,  Letters of Credit  and Protective Advances included in such facilities) and (b) to the extent permitted to be  assigned under applicable law, all claims, suits, causes of action and any other right of the  Assignor (in its capacity as a Lender) against any Person, whether known or unknown,  arising  under  or  in  connection  with  the  Credit  Agreement,  any  other  documents  or  instruments delivered pursuant thereto or the loan transactions governed thereby or in any  way based on or related to any of the foregoing, including contract claims, tort claims,  malpractice claims, statutory claims and all other claims at law or in equity related to the  rights  and  obligations  sold  and  assigned  pursuant  to  clause  (a)  above  (the  rights  and  obligations  sold  and  assigned  pursuant  to  clauses  (a)  and  (b)  above  being  referred  to  herein  collectively  as  the  “Assigned  Interest”).   Such  sale  and  assignment  is  without  recourse  to  the  Assignor  and,  except  as  expressly  provided  in  this  Assignment  and  Assumption, without representation or warranty by the Assignor.         1. Assignor:  _______________________________________________________                                       EXHIBIT A  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






         2. Assignee: ________________________________________________________              [and is [a Lender] [an Affiliate/Approved Fund of [Identify Lender]]]1         3. Borrower: Murphy Oil USA, Inc. [and the Borrowing Subsidiaries]2.         4.  Administrative  Agent:  JPMorgan  Chase  Bank,  N.A.,  as  the  Administrative              Agent under the Credit Agreement         5.  Assigned Interest: 3                                                              Percentage Assigned                                                           of Aggregate Amount                     Aggregate Amount of   Amount of the         of                     Commitments/Loans of Commitments/Loans of Commitments/Loans                     the applicable Class of the applicable Class of the applicable    Facility Assigned    all Lenders         Assigned      Class of all Lenders4  Tranche A Term    $                  $                                %  Commitments/Loans  Revolving         $                  $                                %  Commitments/Revolving  Exposure  [            ]5   $                  $                                %     Effective Date:                    , 20___ [TO BE INSERTED BY THE ADMINISTRATIVE  AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF  TRANSFER IN THE REGISTER THEREFOR]   The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a  completed Administrative Questionnaire in which the Assignee designates one or more  credit contacts to whom all syndicate-level information (which may contain MNPI about  Murphy  USA  and  its  subsidiaries,  including  the  Borrowers  and  the  other  Subsidiaries,  and  their  securities)  will  be  made  available  and  who  may  receive  such  information  in  accordance  with  the  Assignee’s  compliance  procedures  and  applicable  laws,  including  Federal, state and foreign securities laws.                                                         1 Select as applicable.     2 Include bracketed language if assigning Revolving Commitments.     3 Must comply with the minimum assignment amounts set forth in Section 9.04(b)(ii)(A) of the Credit  Agreement, to the extent such minimum assignment amounts are applicable.     4 Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Tranche A Term  Lenders, Revolving Lenders or Incremental Term Lenders of any Series, as applicable.     5 In the event any new Class of Loans or Commitments is established pursuant to Section 2.22 or 2.23  of the Credit Agreement, refer to the Class of such Loans or Commitments assigned.                                     EXHIBIT A  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






   The terms set forth above are hereby         [Consented to and]7 Accepted:  agreed to:                                                                                  JPMORGAN CHASE BANK, N.A., as      ________________, as Assignor,           Administrative Agent,                                                 By:                                          By:      _____________________________                 ___________________________        Name:                                         Name:        Title:                                        Title:                                                     ________________, as Assignee,6          Consented to:                                                 By:                                          [MURPHY OIL USA, INC.,      _____________________________                    Name:                                  By:        Title:                                      _____________________________                                                      Name:                                                      Title:]8                                                                                                                                             [NAME OF EACH ISSUING BANK,                                                                                              By:                                                    _____________________________                                                      Name:                                                      Title:] 9                                                              6 The  Assignee  must  deliver  to each  applicable Borrower  all  applicable  Tax  forms  required  to  be  delivered by it under Section 2.17(f) of the Credit Agreement.       7 No consent of the Administrative Agent is required for an assignment to a Lender, an Affiliate of a  Lender or an Approved Fund under Section 9.04(b) of the Credit Agreement.        8 No consent of the Company is required for an assignment to a Lender, an Affiliate of a Lender or an  Approved Fund or, if an Event of Default has occurred and is continuing, for any other assignment under  Section 9.04(b) of the Credit Agreement.         9 Required in the case of any assignment of all or any portion of a Revolving Commitment or any  Lender’s obligation in respect of its LC Exposure under Section 9.04(b) of the Credit Agreement.  Prepare  a separate signature block for each Issuing Bank.                                              EXHIBIT A  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                               ANNEX 1 TO                                            ASSIGNMENT AND ASSUMPTION                                                        STANDARD TERMS AND CONDITIONS FOR                       ASSIGNMENT AND ASSUMPTION                                                  1.   Representations and Warranties.                        1.1. Assignor.  The Assignor (a) represents  and warrants  that (i) it is the  legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and  clear  of  any  lien,  encumbrance  or  other  adverse  claim  and  (iii)  it  has  full  power  and  authority, and has taken all action necessary, to execute and deliver this Assignment and  Assumption and to consummate the transactions contemplated hereby; and (b) assumes  no responsibility with respect to (i) any statements, warranties or representations made in  or  in  connection  with  the  Credit  Agreement  or  any  other  Loan  Document,  other  than  statements  made  by  it  herein,  (ii)  the  execution,  legality,  validity,  enforceability,  genuineness,  sufficiency  or  value  of  the  Loan  Documents  or  any  collateral  thereunder,  (iii) the financial condition of Murphy USA, the Borrowers, any of the other Subsidiaries  or any other Affiliate of Murphy USA or any other Person obligated in  respect of any  Loan Document or (iv) the performance or observance by Murphy USA, the Borrowers,  any of the other Subsidiaries or any other Affiliate of Murphy USA or any other Person  of any of their respective obligations under any Loan Document.                        1.2. Assignee.  The Assignee (a) represents and warrants that (i) it has full  power  and  authority,  and  has  taken  all  action  necessary,  to  execute  and  deliver  this  Assignment and Assumption, 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 acquire  the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall  be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the  extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it  has  received  a  copy  of  the  Credit  Agreement,  together  with  copies  of  the  most  recent  financial statements delivered pursuant to Section 5.01 thereof (or, prior to the first such  delivery,  the  financial  statements  referred  to  in  Section  3.04  thereof),  and  such  other  documents and information as it has deemed appropriate to make its own credit analysis  and decision to enter into this Assignment and Assumption and to purchase the Assigned  Interest on the basis of which it has made such analysis and decision independently and  without reliance on the Administrative Agent or any other Lender, (v) if it is a Lender  that is a U.S. Person, attached hereto is an executed original of IRS Form W-9 certifying  that such Lender is exempt from U.S. Federal backup withholding tax and (vi) if it is a  Foreign  Lender,  attached hereto  is  any  documentation  required  to  be  delivered  by  it  pursuant to the terms of the Credit Agreement (including Section 2.17(f) thereof), duly  completed and executed by the Assignee, and (b) agrees that (i) it will, independently and  without  reliance  on  the  Administrative  Agent,  the  Assignor  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 Loan                                      EXHIBIT A  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






   Documents, and (ii) it will perform in accordance with their terms all of the obligations  which  by  the  terms  of  the  Loan  Documents  are  required  to  be  performed  by  it  as  a  Lender.                        2.   Payments.  From  and  after  the  Effective  Date,  the  Administrative  Agent shall make all payments in respect of the Assigned Interest (including payments of  principal, interest, fees and other amounts) to the Assignee whether such amounts have  accrued prior to or on or after the Effective Date. The Assignor and the Assignee shall  make all appropriate adjustments in payments by the Administrative Agent for periods  prior  to  the  Effective  Date  or  with  respect  to  the  making  of  this  assignment  directly  between themselves.                         3.   General  Provisions.  This  Assignment  and  Assumption  shall  be  binding  upon,  and  inure  to  the  benefit  of,  the  parties  hereto  and  their  respective  successors  and  assigns.   This  Assignment  and  Assumption  may  be  executed  in  any  number of 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  Assignment and Assumption by facsimile or other electronic imaging shall be effective as  delivery of a manually executed counterpart of this Assignment and Assumption.  This  Assignment and Assumption shall be governed by and construed in accordance with the  laws of the State of New York.                                         EXHIBIT A  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                         EXHIBIT B                                                                      [FORM OF]                      BORROWING BASE CERTIFICATE                         Borrowing Base as of [               ]   A.  Eligible Cash                             $                                                                                   B.  Available Eligible Credit Card Receivables $                                                                                  C.  Available Eligible Investment Grade Accounts $                                                                                D.  Available Eligible Other Accounts         $                                                                                   E.  Available Eligible Midstream Refined Products $                  Inventory                                                                   F.  Available Eligible Retail Refined Products $                     Inventory                                                                   G.  Available Eligible Retail Merchandise Inventory $                                                                             H.  Lesser of 50% of Borrowing Base or (F + G) $                                                                                  I.  Availability Reserves                     $                                                                                   J.  Borrowing Base (lines A + B + C + D + E + H - I) $                                                                            K.  Lower of:                                                        Borrowing Base (line H)                   $                      Aggregate Revolving Commitment            $                                                                                 $                                                                   L.  Revolving Credit Outstanding:                                     Loans                                    $                       Letters of Credit                        $                      Total Revolving Credit Outstanding                         $                                                                   M.  Facility availability (lines K - L)                        $      CERTIFICATION     Each of the undersigned, [specify title] of Murphy USA Inc. and [specify title] of Murphy  Oil USA, Inc., hereby certifies (solely in their capacities as officers and not individually)  to  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent  under  the  Credit  Agreement                      EXHIBIT B                               [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






   dated as of  August 30, 2013, as amended and restated as of August 27, 2019 (as further  amended, restated, supplemented or otherwise modified from  time to  time, the “Credit  Agreement”), among  Murphy  USA  Inc.,  Murphy  Oil  USA,  Inc.,  the  Borrowing  Subsidiaries from time to time party thereto, the Lenders from time to time party thereto  and  JPMorgan  Chase  Bank, N.A.,  as  administrative  agent (in  such  capacity,  the  “Administrative Agent”), that the information provided herein is complete and accurate  as of the date hereof, and is prepared in a manner consistent in all material respects with  the  Borrowing  Base  provisions  of  the  Credit  Agreement  (excluding  any  applicable  provisions contained therein that involve the discretion of the Administrative Agent). The  undersigned  agree that  in  the  event  of  any  conflict  between  this  Borrowing  Base  Certificate  and  related  provisions  of  the  Credit  Agreement,  the  terms  of  the Credit  Agreement shall control.                                       Date:  _______________________                                             MURPHY USA INC.,                                                                            By:______________________________                                               Name:                                            Title:                                                                                                                   MURPHY OIL USA, INC.,                                                                            By:______________________________                                               Name:                                            Title:                                         EXHIBIT B  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                 EXHIBIT C                                                                      [FORM OF]                           BORROWING REQUEST   JPMorgan Chase Bank, N.A.     as Administrative Agent  Mailcode: IL1 1190, 10 S. Dearborn, 22nd Floor,  Chicago, IL 60603  Attention of CBC Operations  (Fax No. (713) 732-7608)    with a copy to    JPMorgan Chase Bank, N.A.     as Administrative Agent  2200 Ross Avenue, 9th Floor  Dallas, TX 75201  Attention of Jon Eckhouse  (Fax No. 214-965-2594)                                                                          [Date]    Ladies and Gentlemen:               Reference is made to the Credit Agreement dated as of August 30, 2013,  as  amended  and  restated  as  of  August  27,  2019 (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), among  Murphy  USA  Inc.,  Murphy Oil  USA,  Inc. [(the  “Borrower  Agent”)],  the  Borrowing  Subsidiaries from time to time party thereto, the Lenders from time to time party thereto  and JPMorgan Chase Bank, N.A., as Administrative Agent.  Capitalized terms used but  not otherwise defined herein shall have the meanings specified in the Credit Agreement.               This notice constitutes a Borrowing Request and [the Borrower specified  below] [the Borrower Agent on behalf of the Borrower specified below] hereby gives you  notice, pursuant  to  Section 2.03 of the Credit Agreement, that  it requests a  Borrowing  under  the  Credit  Agreement,  and  in  connection  therewith  specifies  the  following  information with respect to such Borrowing:               (A)   Name of Borrower1:_________________________               (B)   Class of Borrowing:2 ____________________________________                                                         1 Specify the Company or, in the case of Revolving Loans, the applicable Borrowing Subsidiary.     2 Specify Tranche A Term Borrowing, Revolving Borrowing or, if any new Class of Commitments is  established under Section 2.22 or 2.23, a Borrowing of such Class.                                   EXHIBIT C  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






               (C)   Aggregate principal amount of Borrowing:3 $_________________               (D)   Date of Borrowing (which is a Business Day): ________________               (E)   Type of Borrowing:4 ____________________________________               (F)   Interest Period and the last day thereof:5 _____________________               (G)   Location and number of the applicable Borrower’s account to                    which proceeds of the requested Borrowing are to be disbursed:                    [Name of Bank] (Account                    No.:_________________________________________)                     [Issuing Bank to which proceeds of the requested Borrowing are to                    be disbursed:__________________________________________]6               The [undersigned  Borrower]  [the  Borrower  Agent  on  behalf  of  the  Borrower specified above] hereby certifies that the conditions specified in paragraphs (a),  (b) and, other than in the case of a Term Borrowing, (c) of Section 4.02 of the Credit  Agreement have been satisfied.                                    Very truly yours,                                                                             [SPECIFY APPLICABLE BORROWER                                      OR THE COMPANY],                                       By:                                              Name:                                            Title:                                                            3  Must comply with Sections 2.01 and 2.02(c) of the Credit Agreement.     4  Specify ABR Borrowing or Eurocurrency Borrowing. If no election as to the Type of Borrowing  is specified, then the requested Borrowing shall be an ABR Borrowing.     5  Applicable  to  Eurocurrency Borrowings  only.   Shall  be  subject  to  the  definition  of  “Interest  Period” and can be a period of one, two, three or six months.  If an Interest Period is not specified, then the  applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.  May not  end after the applicable Maturity Date.     6  Specify only in the case of an ABR Revolving Borrowing requested to finance the reimbursement  of an LC Disbursement as provided in Section 2.05(f) of the Credit Agreement.                                    EXHIBIT C  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                               EXHIBIT D-1                                                                      [FORM OF]              BORROWING SUBSIDIARY JOINDER AGREEMENT                           BORROWING  SUBSIDIARY  JOINDER  AGREEMENT                    dated as of [  ], (this “Agreement”), among MURPHY OIL USA,                    INC., a Delaware corporation (the “Company”), [NAME OF NEW                    BORROWER],  a  [  ]  [corporation]  (the  “New  Borrower”),  each                    other LOAN PARTY listed on the signature pages hereto (each a                    “Loan  Party”)  and  JPMORGAN  CHASE  BANK,  N.A.,  in  its                    capacity  as  Administrative  Agent  under  the  Credit  Agreement                    defined below.               Reference is made to the Credit Agreement dated as of August 30, 2013,  as  amended  and  restated  as  of  August  27,  2019 (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), among  Murphy  USA  Inc.,  the  Company,  the  Borrowing  Subsidiaries  from  time  to  time  party  thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as  Administrative Agent.  Capitalized terms used but not defined herein have the meanings  specified  in  the  Credit  Agreement.   Under  the  Credit  Agreement,  the  Lenders  have  agreed, upon the terms and subject to the conditions therein set forth, to make Revolving  Loans  to  the  Company  and  the  Borrowing  Subsidiaries,  and  the  Issuing  Banks  have  agreed  to  issue  Letters  of  Credit  for  the  account  of  the  Company  and  the  Borrowing  Subsidiaries.  Pursuant to Section 2.24 of the Credit Agreement, the Company and the  New Borrower desire that the New Borrower become a Borrowing Subsidiary.               In accordance with Section 2.24 of the Credit Agreement, upon execution  of this Agreement by each of the Company, the New Borrower and the other Loan Parties  and delivery thereof to the Administrative Agent, and the acknowledgement hereof by the  Administrative Agent, the New Borrower shall be a party to the Credit Agreement and a  “Borrowing Subsidiary” and a “Borrower” for all purposes thereof.  The New Borrower  hereby agrees to be bound by all provisions of the Credit Agreement.               The  New  Borrower  represents  and  warrants  that  all  representations  and  warranties  made by or  on  behalf  of Murphy  USA  or  its  Subsidiaries in  the  Credit  Agreement, as such representations and warranties relate to the New Borrower, are true  and  correct  as  of  the  date  hereof  to  the  same  extent  as  though  made  as  of  such  date,  except to the extent such representations and warranties specifically relate to an earlier  date, in which case such representations and warranties shall have been true and correct  on and as of such earlier date.               Without  limiting  its  obligations  under  or  the  provisions  of  the Credit  Agreement and  Security  Documents, each of  the  Company  and  the  other  Loan  Parties  (the “Reaffirming Parties”) hereby (a) acknowledges that the Secured Obligations shall  include  the  due  and  punctual  payment  of  (i)  the  principal  of  and  interest  (including                                    EXHIBIT D-1  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






   interest  accruing  during  the  pendency  of  any  bankruptcy,  insolvency,  receivership  or  other similar proceeding, regardless of whether allowed or allowable in such proceeding)  on  the  Loans  made  to  the New Borrower,  when  and  as  due,  whether  at  maturity, by  acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment  required to be made by the New Borrower in respect of any Letter of Credit, when and as  due, including payments in respect of reimbursement of disbursements, interest thereon  and  obligations  to  provide  cash  collateral, and (iii)  all  other  monetary  obligations,  including  fees,  costs,  expenses  and  indemnities,  whether  primary,  secondary,  direct,  contingent,  fixed  or  otherwise  (including  monetary  obligations  incurred  during  the  pendency  of  any  bankruptcy,  insolvency,  receivership  or  other  similar  proceeding,  regardless  of  whether allowed or  allowable in  such proceeding), of the  New Borrower  under  the  Credit  Agreement  and  the  Security  Documents,  (b)  affirms  and  confirms its  guarantees,  pledges,  grants,  indemnification  obligations  and  other  commitments  and  obligations  under  each  Security  Document  to  which  it  is  a  party,  (c)  agrees  that  each  Security  Document to  which it is  a party  and all guarantees,  pledges,  grants  and other  commitments  and  obligations  thereunder  shall  continue  to  be  in  full  force  and  effect  following the effectiveness of this Agreement and (d) confirms that all of the liens and  security interests created and arising under the Security Documents remain in full force  and  effect,  and  are  not  released  or  reduced,  as  collateral  security  for  the  Secured  Obligations.               If  required,  the  New  Borrower  is,  simultaneously  with  the  execution  of  this  Agreement,  executing  and  delivering  such  Collateral  Documents  (and  such other  documents and instruments) as requested by the Administrative Agent in accordance with  the Credit Agreement.               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  to  this Agreement by  facsimile  (or  other  electronic  transmission)  shall  be  effective  as  delivery  of  a  manually  executed  counterpart  of  this  Agreement.               On  and  after  the  effectiveness  of  this  Agreement,  each  reference  in  the  Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like  import, and each reference in any other Loan Document to the “Credit Agreement”, shall  be  deemed  to  be  a  reference  to  the  Credit  Agreement  as  supplemented  hereby.  This  Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement  and the other Loan Documents.               THIS  AGREEMENT  SHALL  BE  CONSTRUED  IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.                                    EXHIBIT D-1  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






               IN WITNESS WHEREOF, the parties hereto have caused this Agreement  to  be duly executed by their respective authorized officers  as  of the day  and  year  first  above written.                                         MURPHY OIL USA, INC.,                                          By:                                              Name:                                               Title:                                             [NEW BORROWER],                                          By:                                              Name:                                               Title:                                             [OTHER LOAN PARTIES],                                          By:                                              Name:                                               Title:            Acknowledged by:    JPMORGAN CHASE BANK, N.A., as  Administrative Agent,      By:            Name:            Title:                                        EXHIBIT D-1  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                               EXHIBIT D-2                                                                      [FORM OF]           BORROWING SUBSIDIARY TERMINATION AGREEMENT                                                                     [Date]    JPMorgan Chase Bank, N.A.     as Administrative Agent  Mailcode: IL1 1190, 10 S. Dearborn, 22nd Floor,  Chicago, IL 60603  Attention of CBC Operations  (Fax No. (713) 732-7608)    with a copy to    JPMorgan Chase Bank, N.A.     as Administrative Agent  2200 Ross Avenue, 9th Floor  Dallas, TX 75201  Attention of Jon Eckhouse  (Fax No. 214-965-2594)        Ladies and Gentlemen:               Reference is made to the Credit Agreement dated as of August 30, 2013,  as  amended  and  restated  as  of  August  27,  2019 (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), among  Murphy USA Inc., Murphy Oil USA, Inc., a Delaware corporation (the “Company”), the  Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time  party  thereto  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent.   Capitalized  terms used but not defined herein have the meanings specified in the Credit Agreement.               The  Company  hereby  terminates  the  status  of  [Name  of Terminated  Borrowing Subsidiary], a [    ] [corporation] (the “Terminated Borrowing Subsidiary”), as  a Borrowing Subsidiary under the Credit Agreement.  The Company and the Terminated  Borrowing Subsidiary acknowledge that this Borrower Termination Agreement shall not  become  effective  until  all  Loans  made  to  the  Terminated  Borrowing  Subsidiary  have  been  repaid,  no  Letter  of  Credit  issued  for  the  account  of  such  Terminated  Borrowing  Subsidiary  shall  remain  outstanding  and  all  amounts  payable  by  such  Terminated  Borrowing Subsidiary in respect of LC Disbursements, interest and/or fees (and, to the  extent notified by the Administrative Agent or any Lender, any other amounts payable by  the Terminated Borrowing Subsidiary under any Loan Document) have been paid in full,  provided that  this  Borrower  Termination  Agreement  shall  be  effective  immediately  to  terminate the right of the Terminated Borrowing Subsidiary to request or receive further  Borrowings or obtain Letters of Credit under the Credit Agreement.                                    EXHIBIT D-2  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






               Upon  the  effectiveness  of  this  Borrower  Termination  Agreement,  the  Terminated Borrowing Subsidiary shall be released from all obligations as a Borrowing  Subsidiary under the Credit Agreement.               THIS  BORROWER  TERMINATION  AGREEMENT  SHALL  BE  CONSTRUED  IN  ACCORDANCE  WITH  AND  GOVERNED  BY  THE  LAWS  OF  THE STATE OF NEW YORK.                                       Very truly yours,                                       MURPHY OIL USA, INC.,                                          By:                                              Name:                                               Title:        Acknowledged by:    JPMORGAN CHASE BANK, N.A., as  Administrative Agent,      By:            Name:            Title:                                        EXHIBIT D-2  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                         EXHIBIT E                                                                      [FORM OF]                        COMPLIANCE CERTIFICATE   [The form of this Compliance Certificate has been prepared for convenience only, and  is not to affect, or to be taken into consideration in interpreting, the terms of the Credit  Agreement  referred  to  below.   The  obligations  of  Murphy  USA  and  the  Company  under the Credit Agreement are as set forth in the Credit Agreement, and nothing in  this  Compliance  Certificate,  or  the  form  hereof,  shall  modify  such  obligations  or  constitute a waiver of compliance therewith in accordance with the terms of the Credit  Agreement.   In  the  event  of  any  conflict  between  the  terms  of  this  Compliance  Certificate and the terms of the Credit Agreement, the terms of the Credit Agreement  shall  govern  and  control,  and  the  terms  of  this  Compliance  Certificate  are  to  be  modified accordingly.]          Reference  is  made  to  the  Credit Agreement  dated  as  of  August  30,  2013,  as  amended and restated as of August 27, 2019 (as further amended, restated, supplemented  or otherwise modified from time to time, the “Credit Agreement”), among Murphy USA  Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries from time to time party thereto,  the  Lenders  from  time  to  time  party  thereto  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative Agent.  Each capitalized term used but not defined herein shall have the  meaning specified in the Credit Agreement.          Each of the undersigned, [specify title] of Murphy USA and [specify title] of the  Company, hereby certifies (solely in their capacities as officers and not individually), as  follows:         1. I am a Financial Officer of Murphy USA or the Company, as applicable.         2. [Attached  as  Schedule  I  hereto  are  the  consolidated  financial  statements  required by Section 5.01(a) of the Credit Agreement as of the end of and for the fiscal  year ended [       ], setting forth in each case in comparative form the figures for the prior  fiscal year, together with an audit opinion thereon of [KPMG LLP] required by Section  5.01(a).]  [or]  [The  consolidated  financial  statements  required  by  Section 5.01(a)  of  the  Credit Agreement as of the end of and for the fiscal  year ended [      ], setting forth in  each case in comparative form the figures for the prior fiscal year, together with an audit  opinion thereon of [KPMG LLP] required by Section 5.01(a), have been filed with the  SEC and are available on the website of the SEC at http://www.sec.gov.]                                     [or]          2. [Attached  as  Schedule  I  hereto  are  the  consolidated  financial  statements  required by Section 5.01(b) of the Credit Agreement as of the end of and for the fiscal  quarter ended [    ] and the then elapsed portion of the fiscal  year, setting forth in each  case  in  comparative  form  the  figures  for  the  prior  fiscal  year.]  [or]  [The  consolidated                                    EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                           financial statements required by Section 5.01(b) of the Credit Agreement as of the end of  and for the fiscal quarter ended [  ] and the then elapsed portion of the fiscal year have  been  [filed  with  the  SEC  and  are  available  on  the  website  of  the  SEC  at  http://www.sec.gov].]  Such  financial  statements  present  fairly,  in  all  material  respects,  the  financial  position,  results  of  operations  and  cash  flows  of  Murphy  USA  and  its  consolidated  Subsidiaries  on  a  consolidated  basis  as  of  the  end  of  and  for  such  fiscal  quarter and the then elapsed portion of the fiscal year in accordance with GAAP, subject  to normal year-end audit adjustments and the absence of certain footnotes.]         3. All  notices  required  under  Sections  5.03  and  5.04  of  the  Credit  Agreement  have been provided.         4. I have reviewed the terms of the Credit Agreement and I have made, or have  caused to be made under my supervision, a review in reasonable detail of the transactions  and condition of Murphy USA and the Subsidiaries during the accounting period covered  by the attached financial statements.  The foregoing examination did not disclose, and I  have  no knowledge  of,  (a)  the  existence  of  any  condition  or  event  that  constitutes  a  Default or an Event of Default during or at the end of the accounting period covered by  the attached financial statements or as of the date of this Certificate, except as set forth in  a separate attachment, if any, to  this  Certificate, specifying the details  thereof  and any  action taken or proposed to be taken with respect thereto, (b) any change in GAAP or in  the  application  thereof  since  the  date  of  the  consolidated  balance  sheet most  recently  heretofore delivered pursuant to Section 5.01(a) or 5.01(b) of the Credit Agreement (or  prior to the first such delivery, referred to in Section 3.04 of the Credit Agreement), that  has had, or could have, a significant effect on the calculations of the Consolidated Fixed  Charge  Coverage  Ratio, the  Secured  Leverage  Ratio,  the  Total  Leverage  Ratio  or  the  Borrowing Base, except as set forth in a separate attachment, if any, to this Certificate,  specifying the nature of such change and the effect thereof on such calculations, or (c)  any other change in the historical accounting practices, systems or reserves of Murphy  USA and the Subsidiaries, where such change could reasonably be expected to affect in  any  material  respect  the  calculation  of  the  Borrowing  Base, except  as  set  forth  in  a  separate attachment, if any, to this Certificate, specifying the nature of such change and  the effect thereof on such calculations.         5. The financial covenant analyses and other information set forth on Annex A  hereto are true and accurate on and as of the date of this Certificate.         6. [Set  forth  on  Annex  B  hereto  is  a  true  and  accurate  calculation  of  the  aggregate  amount  of  Net  Proceeds  received  in  respect  of  Designated  Proceeds  Events  occurring on or after the Effective Date, specifying the aggregate amount of Designated  Proceeds  (determined without giving effect  to  the proviso set  forth  in  the definition of  such term), if any, received on or after the Effective Date and the aggregate amount as of  the date of this Certificate of such Designated Proceeds, if any, that have not been applied  to prepay Term Loans.]1                                                        1 Include only if Term Loans are outstanding.                                    EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                 The  foregoing  certifications  are  made  and  delivered  on [        ] pursuant  to  Section 5.01(d) of the Credit Agreement.                                       MURPHY USA INC.,                                                                            By:______________________________                                               Name:                                            Title:                                                                                                                   MURPHY OIL USA, INC.,                                                                            By:______________________________                                               Name:                                            Title:                                         EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                      ANNEX A TO                                               COMPLIANCE CERTIFICATE         AS OF OR FOR THE FISCAL [QUARTER] [YEAR] ENDED [mm/dd/yy].   1. Consolidated  Net Income:  (i) - (ii) =                                                               $[___,___,___]      (i)   the net income or loss of Murphy USA and its consolidated           Subsidiaries for such period, determined on a consolidated           basis in accordance with GAAP:                     $[___,___,___]      (ii)  To the extent included in net income referred to in (i):            (a)   the income of any Person (other than Murphy USA)                 that  is  not  a consolidated Subsidiary  except  to  the                 extent  of  the  amount  of  cash  dividends  or  similar                 cash  distributions  actually  paid  by  such  Person  to                 Murphy USA, the Company or, subject to clauses (b)                 and (c)  below,  any  other consolidated Subsidiary                 during such period:                          $[___,___,___]            (b)   the  income  of  any  consolidated  Subsidiary  (other                 than a Subsidiary Loan Party) to the extent that, on                 the date of determination, the declaration or payment                 of  cash  dividends  or  similar  cash  distributions  by                 such  Subsidiary  is  not  permitted  without  any  prior                 approval of any Governmental Authority that has not                 been obtained or is not permitted by the operation of                 the  terms  of  the  organizational  documents  of  such                 Subsidiary, any  agreement  or  other  instrument                 binding upon Murphy USA or any Subsidiary or any                 law  applicable  to  Murphy  USA  or  any  Subsidiary,                 unless such restrictions with respect to the payment                 of cash dividends and other similar cash distributions                 have been legally and effectively waived:    $[___,___,___]                                    EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                 ARTICLE(c)  Xthe  income or loss of, and any amounts referred to in                 clause (a) above paid to, any consolidated Subsidiary                 that  is  not  wholly  owned  by  Murphy  USA  to  the                 extent  such  income  or  loss  or  such  amounts  are                 attributable  to  the  noncontrolling  interest  in  such                 consolidated Subsidiary:                     $[___,___,___]   2. Consolidated2  EBITDA:2 (i) + (ii) - (iii) =        .                                                     $[___,___,___]      (i)   Consolidated  Net  Income for  such  period  (see  item  1     above):                                                  $[___,___,___]      (ii)3  (a)  consolidated interest  expense  for  such  period                 (including  imputed  interest  expense  in  respect  of                 Capital Lease Obligations):                  $[___,___,___]            (b)   consolidated income tax expense for such period:  $[___,___,___]            (c)   all  amounts  attributable  to  depreciation  for  such                 period and amortization of intangible assets for such                 period:                                      $[___,___,___]            (d)   any extraordinary loss for such period:      $[___,___,___]            (e)   any noncash expenses for such period resulting from                 the grant of stock options or other equity-based                 incentives to any director, officer or employee of                 Murphy USA, the Company or any other Subsidiary                 pursuant to a written plan or agreement approved by                 the board of directors of Murphy USA:        $[___,___,___]                      (f)   any  losses for  such  period attributable  to  early $[___,___,___]                 extinguishment of Indebtedness or obligations under                                                        2 Consolidated  EBITDA  shall  be  calculated  so  as  to  exclude  the  effect  of  any  gain  or  loss  that  represents after-tax gains or losses attributable to any sale, transfer or other disposition of assets by Murphy  USA or any of its consolidated Subsidiaries, other than dispositions of inventory and other dispositions in  the  ordinary  course  of  business.   All  amounts  added  back  in  computing  Consolidated  EBITDA  for  any  period  pursuant  to  clause  (a)  above,  and  all  amounts  subtracted  in  computing  Consolidated  EBITDA  pursuant  to  clause  (b)  above,  to  the  extent  such  amounts  are,  in  the  reasonable  judgment  of  a  Financial  Officer of Murphy USA, attributable to any Subsidiary that is not wholly owned by Murphy USA, shall be  reduced by the portion thereof that  is attributable to the  noncontrolling  interest in  such Subsidiary.   For  purposes  of  calculating  Consolidated  EBITDA  for  any  period,  if  during  such  period  Murphy  USA,  the  Company  or  any  other  Subsidiary  shall  have  consummated  a Material  Acquisition  or  a  Material  Disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto  in accordance with Section 1.04(b) of the Credit Agreement.     3 Items to be set forth without duplication and to the extent deducted in determining Consolidated Net  Income.                                   EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                          any Hedging Agreement:            (g)   any unrealized losses for such period attributable to                 the  application  of  “mark  to  market”  accounting  in                 respect of Hedging Agreements:               $[___,___,___]            (h)   the cumulative effect for such period of any change                 in accounting principles:                    $[___,___,___]            (i)   any other noncash charge for such period (including                 any  impairment  charge  or  asset  write-off  related  to                 intangible  assets  (including  goodwill),  long-lived                 assets, and investments in debt and equity securities                 pursuant  to  GAAP,  but  excluding  any  additions  to                 bad debt reserves or bad debt expense, any noncash                 charge that results from the write-down or write-off                 of  inventory,  any  noncash  charge  that  results  from                 the write-down or write-off of accounts receivable or                 that is in respect of any other item that was included                 in Consolidated Net Income in a prior period and any                 noncash charge to the extent it represents an accrual                 of  or  a  reserve  for  cash  expenditures in  any  future                 period):                                     $[___,___,___]       (iii)4  (a) any  extraordinary  gains  for  such  period,  all                 determined  on  a  consolidated  basis  in  accordance                 with GAAP:                                   $[___,___,___]            (b)   any  gains for  such  period attributable  to  the  early                 extinguishment of Indebtedness or obligations under                 any Hedging Agreement:                       $[___,___,___]            (c)      any unrealized gains for such period attributable to                 the  application  of  “mark  to  market”  accounting  in                 respect of Hedging Agreements:               $[___,___,___]            (d)     noncash items of income for such period (excluding                 any noncash items of income (i) in respect of which                 cash  was  received  in  a  prior  period  or  will  be                 received in a future period or (ii) that represents the                 reversal  of  any  accrual  made  in  a  prior  period  for                 anticipated cash charges, but only to the extent such $[___,___,___]                 accrual  reduced  Consolidated  EBITDA  for  such                                                        4 Items  to  be  set  forth  without  duplication  and  to  the  extent  included  in  determining  such  Consolidated Net Income.                                    EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                          prior period):             (e)      the cumulative effect for such period of any change in                 accounting principles:                       $[___,___,___]   3. Total  Indebtedness:5 (i) + (ii) =                       $[___,___,___]      (i)   the aggregate principal amount of Indebtedness of Murphy           USA  and  its  consolidated Subsidiaries  outstanding  as  of           such  date,  in  the  amount  that  would  be  reflected  on  a           balance  sheet  prepared  as  of  such  date  on  a  consolidated           basis in accordance with GAAP:6                    $[___,___,___]      (ii)  the aggregate principal amount of Indebtedness of Murphy           USA  and  its  consolidated  Subsidiaries  (including  all           Attributable  Indebtedness  in  respect  of  Sale/Leaseback           Transactions  of  Murphy  USA  and  its  consolidated           Subsidiaries),  in  each  case  that  is  outstanding  as  of  such           date but not required to be reflected on a balance sheet in           accordance  with  GAAP,  determined  on  a  consolidated           basis:7                                            $[___,___,___]   4. Consolidated  Cash Interest Expense:8 (i) + (ii) + (iii) + (iv) - (v) –           (vi) – (vii) =9                                    $[___,___,___]      (i)   the interest  expense (including imputed interest expense in           respect of Capital Lease Obligations) of Murphy USA and           its consolidated Subsidiaries for such period, determined on           a consolidated basis in accordance with GAAP:      $[___,___,___]      (ii)  any  interest  or  other  financing  costs  becoming  payable           during  such  period  in  respect  of  Indebtedness  of  Murphy           USA  or  its  consolidated  Subsidiaries  to  the  extent  such           interest or other financing costs shall have been capitalized $[___,___,___]           rather  than  included  in  consolidated  interest  expense  for                                                       5 To be calculated only while Term Loans are outstanding.     6 To be calculated without giving effect to any election to value any Indebtedness at “fair value”, as  described  in  Section  1.04(a)  of  the  Credit  Agreement,  and  subject  to  the  other  requirements  of  Section  1.04(a) of the Credit Agreement.     7 For purposes of clause (ii) above, the term “Indebtedness” shall not include contingent obligations of  Murphy USA, the Company or any other Subsidiary as an account party in respect of any letter of credit or  letter of guaranty to the extent such letter of credit or letter of guaranty does not support Indebtedness.     8 For purposes of calculating Consolidated Cash Interest Expense for any period, if during such period  Murphy USA, the Company or any other Subsidiary shall have consummated a Material Acquisition or a  Material Disposition or shall  have  incurred  any  Permitted  Additional  Unsecured  Indebtedness  or  any  Permitted Non-ABL Indebtedness, Consolidated Cash Interest Expense for such period shall be calculated  after giving pro forma effect thereto in accordance with Section 1.04(b) of the Credit Agreement.       9 Items to be set forth without duplication.  Items in clauses (v) through (viii) to be deducted only to  the extent included in the sum of the amounts described in clause (i) through (iv) for such period.                                   EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                    such period in accordance with GAAP:       (iii) any  cash  payments  made  during  such  period  in  respect  of           obligations  referred  to  in  clause  (vi)  below  that  were           amortized or accrued in a previous period:         $[___,___,___]      (iv)  any  cash  dividends  paid  during  such  period  in  respect  of           Disqualified Equity Interests in Murphy USA :      $[___,___,___]      (v)   noncash amounts attributable to amortization or write-off of           capitalized  interest  or  other  financing  costs  paid  in  a           previous period:                                   $[___,___,___]      (vi)    noncash  amounts attributable  to  amortization  of  debt           discounts  or  accrued  interest  payable  in  kind  for  such           period:                                            $[___,___,___]      (vii)  noncash amounts attributable to pay-in-kind interest or other           noncash interest expense (including as a result of purchase           accounting):                                       $[___,___,___]   5. Consolidated  Fixed Charges:10  (i) + (ii)) + (iii) + (iv) + (v) + (vi) +           (vii) + (viii)11 =                                 $[___,___,___]      (i)   Consolidated  Cash  Interest  Expense  for  such  period (see           item 4):                                           $[___,___,___]      (ii)  the aggregate amount of scheduled principal payments made           during such period in respect of Long-Term Indebtedness of           Murphy  USA  and  its  consolidated  Subsidiaries  (other  than           payments  made  by  Murphy  USA  or  any  Subsidiary  to           Murphy USA or a Subsidiary):                       $[___,___,___]      (iii) the  aggregate  amount  of  principal  payments  (other  than           scheduled  principal  payments)  made  during  such  period  in           respect of Long-Term Indebtedness of Murphy USA and its           consolidated  Subsidiaries  (other  than  payments  made  by           Murphy  USA  or  any  Subsidiary  to  Murphy  USA  or  a           Subsidiary),  but  only  to  the  extent  that  such  payments           reduced any scheduled principal payments that would have           become due within one year after the date of the applicable           payment:                                           $[___,___,___]                                                        10 For  purposes of  calculating  Consolidated  Fixed  Charges  for  any  period,  if  during  such  period  Murphy USA, the Company or any other Subsidiary shall have consummated a Material Acquisition or a  Material Disposition, Consolidated Fixed Charges for such period shall be calculated after giving pro forma  effect thereto in accordance with Section 1.04(b) of the Credit Agreement.     11 Items to be set forth without duplication.                                   EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                              (iv)  the aggregate amount of (x) principal payments  on Capital           Lease  Obligations,  determined  in  accordance  with  GAAP,           and (y) principal payments on other Indebtedness of the type           described  in  Section 6.01(f)  of  the  Credit  Agreement,  in           each case made by Murphy USA and the Subsidiaries during           such period:                                       $[___,___,___]      (v)   Capital  Expenditures  for  such  period  (except  to  the  extent           attributable to the incurrence of Capital Lease Obligations or           otherwise  financed  by  incurring  purchase  money  Long-          Term Indebtedness):                                $[___,___,___]      (vi)  the  aggregate  amount  of  income  taxes  paid  in  cash  by           Murphy USA and the consolidated Subsidiaries during such           period:                                            $[___,___,___]      (vii) cash  contributions  to  Plans  in  respect  of  minimum  ERISA           funding requirements for such period:              $[___,___,___]      (viii) the  aggregate  amount  of  Restricted  Payments  made  by           Murphy USA and the Subsidiaries during such period (other           than (x)  Restricted  Payments  made  to  Murphy  USA  or  a           Subsidiary,  (y)  Restricted  Payments  made  solely  in           additional  Equity  Interests  otherwise permitted  under the           Credit  Agreement and  (z)  Restricted  Payments  made  in           reliance  on  clause  (iii)  or  (iv)  of  Section 6.08(a) of  the           Credit Agreement):                                 $[___,___,___]   6. Consolidated  Fixed Charge Coverage Ratio: (i) / (ii) =  $[___,___,___]      (i)   Consolidated EBITDA for such period (see item 2):  $[___,___,___]      (ii)  Consolidated Fixed Charges for such period (see item 5): $[___,___,___]   7. Total  Leverage Ratio:12 (i) / (ii) =                    $[___,___,___]      (i)   Total Indebtedness as of such date (see item 3):   $[___,___,___]      (ii)  Consolidated EBITDA for such period (see item 2):  $[___,___,___]   8. Secured  Leverage Ratio: (i) / (ii) =                    $[___,___,___]      (i)   Total  Indebtedness  as  of  such  date (see  item  3)  that  is           secured by a Lien on any asset or property of Murphy USA,           the Company or any other Subsidiary:13             $[___,___,___]                                                        12 To be calculated only while Term Loans are outstanding.                                   EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                              (ii)  Consolidated EBITDA for such period (see item 2):  $[___,___,___]                                                                                                                                                            13 All Attributable Indebtedness in respect of Sale/Leaseback Transactions to be included in clause (i).                                    EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                                                        ANNEX B TO                                                           COMPLIANCE CERTIFICATE                                                                                                                                                                                               NET PROCEEDS RECEIVED IN RESPECT OF DESIGNATED PROCEEDS                                          EVENTS14                                                                                                   Designated      Net Proceeds15     Reinvested Net    Amount of Net      Total Amount   Proceeds Event                          Proceeds        Proceeds Not      of Disregarded                                       Disregarded for      Applied to       Net Proceeds18                                         Purposes of       Prepay Term                                         Determining          Loans17                                          Designated                                          Proceeds16                                                                                                                                                                                                                                   14 Include only if Term Loans are outstanding.        15 Sets  forth  Net  Proceeds  received  by  or  on  behalf  of  Murphy  USA,  the  Company  or  any  other  Subsidiary after the Effective Date.        16 Amount not to exceed $100,000,000.       17 Amount not to exceed $250,000,000.        18 Total  calculation  should  be  the  sum  of  the  amount  of reinvested Net  Proceeds disregarded  for  purposes of determining Designated Proceeds and the amount of Net Proceeds not applied to prepay Term  Loans.                                              EXHIBIT E  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                        EXHIBIT F                                                                      [FORM OF]                       INTEREST ELECTION REQUEST       JPMorgan Chase Bank, N.A.     as Administrative Agent  Mailcode: IL1 1190, 10 S. Dearborn, 22nd Floor,  Chicago, IL 60603  Attention of CBC Operations  (Fax No. (713) 732-7608)    with a copy to    JPMorgan Chase Bank, N.A.     as Administrative Agent  2200 Ross Avenue, 9th Floor  Dallas, TX 75201  Attention of Jon Eckhouse  (Fax No. 214-965-2594)                                                                          [Date]    Ladies and Gentlemen:              Reference is made to the Credit Agreement dated as of August 30, 2013,  as  amended  and  restated  as  of  August  27,  2019 (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), among  Murphy  USA  Inc.,  Murphy Oil  USA,  Inc. [the  “Borrower  Agent”)],  the  Borrowing  Subsidiaries from time to time party thereto, the Lenders from time to time party thereto  and JPMorgan Chase Bank, N.A., as Administrative Agent.  Capitalized terms used but  not otherwise defined herein shall have the meanings specified in the Credit Agreement.              This  notice  constitutes  an  Interest  Election  Request  and [the  Borrower  specified below] [the Borrower Agent on behalf of the Borrower specified below] hereby  gives you notice, pursuant to Section 2.07 of the Credit Agreement, that it requests the  conversion  or  continuation  of  a  [Revolving]  [Term]  Borrowing  under  the  Credit  Agreement, and in connection therewith specifies the following information with respect  to such Borrowing and each resulting Borrowing:           1. Name of Borrower:          _______________________________                                     EXHIBIT F  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                             2.  Borrowing to which this request applies:             _______________________________                     Principal Amount:             _______________________________                     Type:             _______________________________                     Interest Period1:             _______________________________           3.  Effective date of this election2:             _______________________________           4.  Resulting Borrowing[s]3                     Principal Amount4:             _______________________________                     Type5             _______________________________                     Interest Period6             _______________________________                                                                                                Very truly yours,                                                  [SPECIFY APPLICABLE BORROWER                                               OR THE COMPANY],                                                By:                                                    ______________________________                                                     Name:                                                        Title:                                                             1 In the case of a Eurocurrency Borrowing, specify the last day of the current Interest Period therefor.       2 Must be a Business Day.       3 If different options are being elected with respect to different portions of the Borrowing specified in  item 2 above, provide the information required by this item 4 for each resulting Borrowing.  Each resulting  Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, the amount  specified for a Borrowing of such Class and Type in Section 2.02(c) of the Credit Agreement.       4 Indicate  the principal  amount  of  the  resulting  Borrowing  and  the  percentage  of  the  Borrowing  in  item 2 above.       5 Specify whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing.       6 Applicable only if the resulting Borrowing is to be a Eurocurrency Borrowing.  Shall be subject to  the definition of “Interest Period” and can be a period of one, two, three or six months (or, if agreed to by  each Lender participating in the resulting Borrowing, nine or twelve months).  Cannot extend beyond the  Maturity Date.  If an Interest Period is not specified, then the Borrower shall be deemed to have selected an  Interest Period of one month’s duration.                                             EXHIBIT F  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                 EXHIBIT G                                                                      [FORM OF]                         PERFECTION CERTIFICATE                                                                      [date]               Reference is made to the Credit Agreement dated as of August 30, 2013,  as  amended  and  restated  as  of  August  27,  2019 (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), among  Murphy  USA  Inc.  (“Murphy  USA”),  Murphy  Oil  USA,  Inc. (the  “Company”),  the  Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time  party  thereto  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent.   Capitalized  terms  used  but  not  otherwise  defined  herein  shall  have  the  meanings  specified  in  the  Credit Agreement or the Collateral Agreement referred to therein, as applicable.               The  undersigned,  [specify  title]  of Murphy  USA,  solely  in  [his/her]  capacity as an officer, and not individually, and [specify title], of the Company, solely in  [his/her] capacity as an officer, and not individually, hereby certify to the Administrative  Agent as follows:   1.    Legal  Names.  (a)  Set  forth  on Schedule 1 is  (i) the exact  legal  name  of each        Loan Party, as such name appears in its certificate of organization, and (ii) each        other legal name such Loan Party has had in the past five years, including the date        of the relevant name change.                     (b) Except as set forth on Schedule 1, no Loan Party has changed        its  identity  or  corporate  structure  in  any  manner  within  the  past  five  years.         Changes  in  identity  or  corporate  structure  include  mergers,  consolidations  and        acquisitions, as well as any change in form or jurisdiction of organization.  With        respect to any such change that has occurred within the past five years, Schedules        1,  2A  and  2B  set  forth  the  information  required  by  Sections  1  and  2  of  this        Perfection  Certificate  as  to  each  acquiree  or  constituent  party  to  such  merger,        consolidation or acquisition.   2.    Jurisdictions and Locations.  (a)   Set forth on Schedule 2A is (i) the jurisdiction        of  organization  and  the  form  of  organization  of  each  Loan  Party,  (ii) the        organizational identification number, if any, assigned to such Loan Party by such        jurisdiction and, if such Loan Party is organized under the laws of a jurisdiction        that  requires  such  information  to  be  set  forth  on  the  face  of  a  Uniform        Commercial Code financing statement, the federal taxpayer identification number,        if any, of such Loan Party and (iii) the address (including the county) of the chief        executive office of such Loan Party.                     (b) Set forth on Schedule 2B are, with respect to each Loan Party,        (i) all locations where such Loan Party maintains any books or records relating to        any  Accounts,  (ii)  all  locations  where  such  Loan  Party  maintains  a  place  of                                    EXHIBIT G        [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                     business or any Collateral (with fair value of $250,000 or more)  not otherwise              identified  on  Schedule  2A  or  2B  and  (iii)  the  name  and  address  of  any  Person              other than a Loan Party that has possession of any Collateral (with fair value of              $250,000 or more)  (indicating whether such Person holds such Collateral subject              to a Lien (including warehousemen’s, mechanics’ and other statutory liens)).         3.    Unusual  Transactions.  All  Accounts  have  been  originated  by  the  Loan  Parties              and  all  Inventory  has  been  either acquired  by  the  Loan  Parties  in  the  ordinary              course  of  business  or  manufactured  by  the  Loan  Parties,  except  as  set  forth  on              Schedule 3.         4.    File  Search  Reports.  File  search  reports  have  been  obtained  from  the  Uniform              Commercial Code (“UCC”) filing office relating to the location of organization of              each  Loan  Party  identified  on  Schedule  2A.   The  file  search  reports  obtained              pursuant  to  this  Section  4  reflect  no  Liens  on  any  of  the  Collateral  other  than              those permitted under the Credit Agreement.         5.    UCC  Filings.  UCC  financing  statements  have  been  prepared  for  filing  in  the              proper UCC filing office in the jurisdiction in which each Loan Party is located              (as provided in 9-307 of the UCC), in each case as set forth with respect to such              Loan Party in Section 2 above.  Set forth on Schedule 5 is a complete and correct              list of each such filing and the UCC filing office or county recorder’s office in              which such filing is to be made.          6.    Equity Interests.  Set forth on Schedule 6 is a complete and correct list, for each              Loan Party,  of  all  the  stock,  partnership  interests,  limited  liability  company              membership  interests  or  other  Equity  Interests  owned  by  such  Loan  Party,              specifying the issuer and certificate number of, and the number and percentage of              ownership represented by, such Equity Interests.           7.    Deposit Accounts.  Set forth on Schedule 7 is a complete and correct list of all              deposit  accounts  maintained  by  each  Loan  Party,  other  than  Excluded  Deposit              Accounts, specifying the name and address of the depositary institution, the type              of account and the account number.         8.    Securities Accounts.  Set forth on Schedule 8 is a complete and correct list of all              securities accounts maintained by each Loan Party, other than Excluded Securities              Accounts, specifying the name and address of the financial institution holding the              securities  account  (including  a  securities  intermediary  or  commodities              intermediary), the type of account and the account number.         9.    Credit Card Agreements.  Set forth on Schedule 9 is a complete and correct list of              the name and address of each credit card processor with respect to the Credit Card              Receivables of the Loan Parties.                                   [Signature page follows]                                                   EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                           IN  WITNESS  WHEREOF,  the  undersigned  have  duly  executed  this        certificate as of the date first set forth above.                                                    MURPHY USA INC.,                                                                                        By:  ______________________________                                                Name:                                                 Title:                                                             MURPHY OIL USA, INC.,                                                                                        By:  ______________________________                                                Name:                                                 Title:                                                                   EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                         Schedule 1                                                             Legal Names                                                                                     Former Legal Names      Loan Party’s Exact Legal Name                                                           (including date of change)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                            Schedule 2A                                                           Jurisdictions and Locations                                                                                               Federal                                                                 Organizational    Taxpayer                                    Jurisdiction                                                  Chief Executive                                                     Form of      Identification  Identification                 Loan Party              of                                                        Office Address                                                  Organization      Number          Number                                    Organization                                                 (including county)                                                                     (if any)          (if                                                                                   applicable)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                            Schedule 2B                                                                 Other Addresses                                                                Other Locations where a Place of                                                       Business or any Collateral is                   Loan Party                                                               County                                                               Maintained                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                              Schedule 5                                                                                                                                                                         UCC Filings                      Loan Party                    UCC Filing             Jurisdiction       UCC Filing Office/Local Filing                                                                                   Office                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                          Schedule 6                                                                                                                                                                       Equity Interests                                                                                            Percentag                                                       Number of                            Certificate No. (if                                            Type of                 Total Shares    e of                        Par         Loan Party        Issuer                        Shares                               uncertificated,                                          Organization              Outstanding   Interest                     Value                                                         Owned                               please indicate so)                                                                                  Pledged                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                              Schedule 7                                                                                                                                                                      Deposit Accounts                                                                                                             Account                                                        Depositary Institution                Type of                     Loan Party                                                                            Name and                                                         (including address)                 Account                                                                                                            Number                                                                                                                                                                                                                                                                                                                                              EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                              Schedule 8                                                    Securities Accounts            Loan Party        Financial Institution (including address)  Type of Account   Account Number                                                                                                                                                                              EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                                        Schedule 9                                                                                                                                                            Credit Card Agreements                                                                                                EXHIBIT G  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                                                                                                                       EXHIBIT H                                                                                     [FORM OF]                        SUPPLEMENTAL PERFECTION CERTIFICATE                                                                             [date]                      Reference is made to the Credit Agreement dated as of August 30, 2013,         as  amended  and  restated  as  of  August  27,  2019 (as  further  amended,  restated,         supplemented or otherwise modified from time to time, the “Credit Agreement”), among         Murphy  USA  Inc. (“Murphy  USA”),  Murphy  Oil  USA,  Inc. (the  “Company”),  the         Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time         party  thereto  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent.   Capitalized         terms used  but  not  otherwise  defined  herein  shall  have  the  meanings  specified  in  the         Credit Agreement or the Collateral Agreement referred to therein, as applicable.                       This  Supplemental  Perfection  Certificate  is  delivered  pursuant  to         Section 5.01(e)  of  the  Credit  Agreement  (this  certificate  and  each  other  certificate         heretofore delivered pursuant to Section 5.01(e) of the Credit Agreement being referred         to as a “Supplemental Perfection Certificate”), and supplements the information set forth         in the Perfection Certificate delivered on the Effective Date (as supplemented from time         to time by the Supplemental Perfection Certificates delivered after the Effective Date and         prior to the date hereof, the “Prior Perfection Certificate”).                      Each  of  the  undersigned,  [specify title]1 of  Murphy  USA,  solely  in         [his/her] capacity as an officer, and not individually, and [specify title]2 of the Company,         solely  in  [his/her]  capacity  as  an  officer,  and  not  individually, hereby  certifies  to  the         Administrative Agent as follows:                                                                       1 Each Supplemental Perfection Certificate must be signed by a Financial Officer of Murphy USA.            2 Each Supplemental Perfection Certificate must be signed by a Financial Officer of the Borrower.                                                   EXHIBIT H  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






   1.    Legal Names.  Except as set forth on Schedule 1 hereto, Schedule 1 to the Prior        Perfection Certificate remains complete and correct.     2.    Jurisdictions  and  Locations.  Except  as  set  forth  on  Schedule  2A  hereto,        Schedule 2A to the Prior Perfection Certificate remains complete and correct.   3.    Reserved.   4.    Reserved.   5.    Reserved.   6.    Equity Interests.  Except as set forth on Schedule 6 hereto, Schedule 6 to the Prior        Perfection Certificate remains complete and correct.   7.    Deposit Accounts.  Except as set forth on Schedule 7 hereto, Schedule 7 to the        Prior Perfection Certificate remains complete and correct.   8.    Securities Accounts.   Except as set forth on Schedule 8 hereto, Schedule 8 to the        Prior Perfection Certificate remains complete and correct.   9.    Credit Card Agreements.  Except as set forth on Schedule 9 hereto, Schedule 9 to        the Prior Perfection Certificate sets forth a complete and correct list of the name        and  address  of each credit  card  processor  with  respect  to  the  Credit  Card        Receivables of the Loan Parties.                             [Signature page follows]                                        EXHIBIT H  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






              IN  WITNESS  WHEREOF,  the  undersigned  have  duly  executed  this  Certificate as of the date first set forth above.                                          MURPHY USA INC.,                                                                            By:  ______________________________                                           Name:                                            Title:                                           MURPHY OIL USA, INC.,                                                                            By:  ______________________________                                           Name:                                            Title:                                               EXHIBIT H  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                             EXHIBIT I-1     [FORM OF] U.S. TAX CERTIFICATE FOR FOREIGN LENDERS THAT ARE NOT          PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES               Reference is made to the Credit Agreement dated as of August 30, 2013,  as amended  and  restated  as  of  August  27,  2019  (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), among  Murphy  Oil  USA,  Inc.  (the  “Company”),  Murphy  USA  Inc.,  the  lenders  from  time  to  time  party  thereto  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent.   Capitalized terms used but not otherwise defined herein shall have the meanings specified  in the Credit Agreement.                Pursuant  to  the  provisions  of  Section 2.17  of  the  Credit  Agreement,  the  undersigned  hereby  certifies  that  (a) it  is  the  sole  record  and  beneficial  owner  of  the  Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which  it  is  providing  this  certificate,  (b) it  is  not  a  bank  within  the  meaning  of  Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Company  within  the  meaning  of  Section 871(h)(3)(B)  of  the  Code  and  (d) it  is  not  a  controlled  foreign corporation related to the Company as described in Section 881(c)(3)(C) of the  Code.               The  undersigned  has  furnished  the  Administrative  Agent  and  the  Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS  Form  W-8BEN-E,  as  applicable.   By  executing  this  certificate,  the  undersigned  agrees  that  (a) if  the  information  provided  on  this  certificate  changes,  the  undersigned  shall  promptly so inform the Company and the Administrative Agent and (b) the undersigned  shall  have  at  all  times  furnished  the  Company  and  the  Administrative  Agent  with  a  properly completed and currently effective certificate in either the calendar year in which  any  payment  is  to  be  made  to  the  undersigned,  or  in  either  of  the  two  calendar  years  preceding any such payment.                                         [NAME OF LENDER],                                         By:  ____________________________                                             Name:                                             Title:                                        Date:                                              EXHIBIT I-1  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                             EXHIBIT I-2                 [FORM OF] U.S. TAX CERTIFICATE FOR FOREIGN PARTICIPANTS THAT ARE       NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES               Reference is made to the Credit Agreement dated as of August 30, 2013,  as  amended  and  restated  as  of  August  27,  2019  (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”) among  Murphy  Oil  USA,  Inc.  (the  “Company”),  Murphy  USA  Inc.,  the  lenders  from  time  to  time  party  thereto  and  JPMorgan  Chase  Bank, N.A.,  as  Administrative  Agent.   Capitalized terms used but not otherwise defined herein shall have the meanings specified  in the Credit Agreement.               Pursuant  to  the  provisions  of  Section 2.17  of  the  Credit  Agreement,  the  undersigned  hereby  certifies  that  (a) it  is  the  sole  record  and  beneficial  owner  of  the  participation in respect of which it is providing this certificate, (b) it is not a bank within  the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of  the Company within the meaning of Section 871(h)(3)(B) of the Code and (d) it is not a  controlled  foreign  corporation  related  to  the  Company  as  described  in  Section 881(c)(3)(C) of the Code.               The undersigned has furnished its participating Lender with a certificate of  its non-U.S. Person  status  on  IRS Form  W-8BEN  or  IRS  Form  W-8BEN-E,  as  applicable.   By  executing  this  certificate,  the  undersigned  agrees  that  (a) if  the  information  provided  on  this  certificate  changes,  the  undersigned  shall  promptly  so  inform such Lender in writing and (b) the undersigned shall have at all times furnished  such  Lender  with  a  properly  completed  and  currently  effective  certificate  in  either  the  calendar year in which any payment is to be made to the undersigned, or in either of the  two calendar years preceding any such payment.                                          [NAME OF PARTICIPANTS],                                          By:  ____________________________                                              Name:                                              Title:                                         Date:                                                EXHIBIT I-2  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                             EXHIBIT I-3                                         [FORM OF] U.S. TAX CERTIFICATE FOR FOREIGN PARTICIPANTS THAT ARE          PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES               Reference is made to the Credit Agreement dated as of August 30, 2013,  as  amended  and  restated  as  of  August  27,  2019  (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), among  Murphy  Oil  USA,  Inc.  (the  “Company”),  Murphy  USA  Inc.,  the  lenders  from  time  to  time  party  thereto  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent.   Capitalized terms used but not otherwise defined herein shall have the meanings specified  in the Credit Agreement.               Pursuant  to  the  provisions  of  Section 2.17  of  the  Credit  Agreement,  the  undersigned  hereby  certifies  that  (a) it  is  the  sole  record  owner  of  the  participation  in  respect of which it is providing this certificate, (b) its direct or indirect partners/members  are the sole beneficial owners of such participation, (c) with respect such participation,  neither  the  undersigned  nor  any  of  its  direct  or  indirect  partners/members  is  a  bank  extending credit pursuant to a loan agreement entered into in the ordinary course of its  trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its  direct or indirect partners/members is a ten percent shareholder of the Company within  the  meaning  of  Section 871(h)(3)(B)  of  the  Code  and  (e) none  of  its  direct  or  indirect  partners/members is a controlled foreign corporation related to the Company as described  in Section 881(c)(3)(C) of the Code.               The undersigned has furnished its participating Lender with IRS Form W- 8IMY accompanied by one of the following forms from each of its partners/members that  is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or IRS Form W- 8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS Form W- 8BEN  or  IRS  Form  W-8BEN-E,  as  applicable,  from  each  of  such  partner’s/member’s  beneficial  owners  that  is  claiming  the  portfolio  interest  exemption.   By  executing this  certificate, the undersigned agrees that (a) if the information provided on this certificate  changes, the undersigned shall promptly so inform such Lender and (b) the undersigned  shall  have  at  all  times  furnished  such  Lender  with  a  properly  completed and  currently  effective certificate in either the calendar year in which any payment is to be made to the  undersigned, or in either of the two calendar years preceding any such payment.                                          [NAME OF PARTICIPANTS],                                                                                  By:  ____________________________                                               Name:                                                Title:                                          Date:                                                       EXHIBIT I-3  [[DMS:5225620v13:08/27/2019--01:54 PM]]  





 






                                                             EXHIBIT I-4                                            [FORM OF] U.S. TAX CERTIFICATE FOR FOREIGN LENDERS THAT ARE          PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES               Reference is made to the Credit Agreement dated as of August 30, 2013,  as  amended  and  restated  as  of  August  27,  2019 (as  further  amended,  restated,  supplemented or otherwise modified from time to time, the “Credit Agreement”), among  Murphy  Oil  USA,  Inc.  (the  “Company”),  Murphy  USA  Inc.,  the  lenders  from  time  to  time  party  thereto  and  JPMorgan  Chase  Bank,  N.A.,  as  Administrative  Agent.   Capitalized terms used but not otherwise defined herein shall have the meanings specified  in the Credit Agreement.               Pursuant  to  the  provisions  of  Section 2.17  of  the  Credit  Agreement,  the  undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) (as well as  any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this  certificate,  (b) its  direct  or  indirect  partners/members  are  the  sole  beneficial  owners  of  such  Loan(s)  (as  well  as  any  promissory  note(s)  evidencing  such  Loan(s)),  (c) with  respect  to  the  extension  of  credit  pursuant  to  the  Credit  Agreement  or  any  other  Loan  Document, neither the undersigned nor any of its direct or indirect partners/members is a  bank extending credit pursuant to a loan agreement entered into in the ordinary course of  its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of  its direct or indirect partners/members is a ten percent shareholder of the Company within  the  meaning  of  Section 871(h)(3)(B)  of  the  Code  and  (e) none  of  its  direct  or  indirect  partners/members is a controlled foreign corporation related to the Company as described  in Section 881(c)(3)(C) of the Code.               The  undersigned  has  furnished  the  Administrative  Agent  and  the  Company  with  IRS Form  W-8IMY  accompanied  by  one  of  the  following  forms  from  each of its partners/members that is claiming the portfolio exemption: (a) an IRS Form  W-8BEN  or  IRS  Form  W-8BEN-E,  as  applicable,  or  (b)  an  IRS  Form  W-8IMY  accompanied by  an  IRS Form W-8BEN or  IRS Form W-8BEN-E,  as  applicable, from  each of such partner’s/member’s beneficial owners that is claiming the portfolio interest  exemption.   By  executing  this  certificate,  the  undersigned  agrees  that  (a) if  the  information  provided  on  this  certificate  changes,  the  undersigned  shall  promptly  so  inform the Company and the Administrative Agent and (b) the undersigned shall have at  all times furnished the Company and the Administrative Agent with a properly completed  and currently effective certificate in either the calendar year in which any payment is to  be made to the undersigned, or in  either of the two calendar  years preceding any such  payment.                                         [NAME OF LENDER],                                                                                By:  ____________________________                                             Name:                                             Title:                                        Date:                                                                                                                 EXHIBIT I-4  [[DMS:5225620v13:08/27/2019--01:54 PM]]