Exhibit 4.2
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MURPHY OIL CORPORATION
and
SUNTRUST BANK, NASHVILLE, N.A.
Trustee
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Supplemental Indenture
Dated as of , 1999
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$250,000,000 % Notes Due 2029
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TABLE OF CONTENTS*
Page
PARTIES....................................................................1
RECITALS:
Purpose of Supplemental Indenture..........................................1
Form of Note [face]........................................................1
Form of Certificate of Authentication......................................3
Form of Note [reverse].....................................................4
Compliance with legal requirements.........................................7
Consideration..............................................................7
PART I: CREATION AND AUTHORIZATION OF SERIES...............................8
PART II: SPECIAL PROVISIONS APPLICABLE TO THIS SERIES......................8
TESTIMONIUM................................................................9
SIGNATURES AND SEALS.......................................................9
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* The Table of Contents is not part of this Supplemental Indenture.
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SUPPLEMENTAL INDENTURE, dated as of , 1999, between Murphy Oil
Corporation, a Delaware corporation (hereinafter sometimes referred to as the
"Company"), and SUNTRUST BANK, NASHVILLE, N.A. a national banking association
(hereinafter sometimes referred to as the "Trustee").
WITNESSETH THAT:
WHEREAS, the Company and the Trustee have entered into an Indenture
(the "Indenture") dated as of , 1999 providing for the issuance of debt
securities in series; and
WHEREAS, for its lawful corporate purposes, the Company desires to
create and authorize the series % Notes due , 2029 (hereinafter
referred to as the "Notes") in an aggregate principal amount of Two Hundred
Fifty Million Dollars ($250,000,000) and to provide the terms and conditions
upon which the Notes are to be executed, registered, authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
Supplemental Indenture; and
WHEREAS, the Notes and the certificates of authentication to be borne
by the Notes are to be substantially in the following forms, respectively;
[FORM OF NOTE]
[FACE]
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
No. 1 CUSIP #
$250,000,000
MURPHY OIL CORPORATION
% Note Due 2029
Murphy Oil Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), for value
received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of Two Hundred Fifty Million Dollars ($250,000,000) on ,
2029, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semiannually on and of each year, commencing
, 1999, on said principal sum at said office or agency, in like coin or
currency, at the rate per annum specified in the title of this Note; provided,
that payment of interest may be made on any Note issued in definitive form, at
the option of the Company by check mailed to the address of the person entitled
thereto as such address shall appear on the Security register. Interest on the
Note will accrue from the most recent date to which interest has been paid,
or if no interest has been paid, from [the issue date]. The interest so payable
on any or , will, subject to certain exceptions provided in
the Indenture dated as of , 1999 (herein called the "Indenture") referred to on
the reverse hereof, be paid to the person in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on or (whether
or not a Business Day), as the case may be, next preceding such or
. Reference is made to the further provisions of this Note set forth
on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been executed by the Trustee
under the Indenture referred to on the reverse hereof by manual signature.
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IN WITNESS WHEREOF, Murphy Oil Corporation has caused this instrument to
be duly executed.
MURPHY OIL CORPORATION
By
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: , 1999
This is one of the Securities designated herein and referred to in the
within-mentioned Indenture.
SUNTRUST BANK, NASHVILLE, N.A.,
as Authorized Signatory
By:
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Authorized Officer
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[REVERSE OF NOTE]
MURPHY OIL CORPORATION
% Note Due 2029
This Note is one of a duly authorized issue of unsecured debentures,
notes, or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of , 1999 (herein called the
"Indenture"), duly executed and delivered by the Company to SunTrust Bank,
Nashville, N.A., as Trustee (herein called the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as provided
in the Indenture. This Note is one of a series designated as the % Notes Due
2029 (the "Notes") of the Company, limited in aggregate principal amount to
$250,000,000.
In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of each series issued under such
Indenture then Outstanding and affected, to add any provisions to, or change in
any manner or eliminate any of the provisions of, such Indenture or modify in
any manner the rights of the Holders of the Securities of each series so
affected; provided that the Company and the Trustee may not, without the consent
of the Holder of each outstanding Security affected thereby, (i) extend the
stated maturity of any Security, or reduce the principal amount thereof or
reduce the rate or extend the time of payment of interest thereon, or reduce any
amount payable on redemption thereof or reduce the principal amount of any
original issue discount security payable upon acceleration or provable in
bankruptcy or impair or affect the right to institute suit for the payment on
any Security when due or (ii) reduce the aforesaid percentage in principal
amount of Securities of any series issued under such Indenture, the consent of
the Holders of which is required for any such
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modification. It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series, prior to
any declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all or certain
series of the Securities) may on behalf of the Holders of all the Securities of
such series (or, in the case of certain defaults or Events of Default, all or
certain series of the Securities, as the case may be) waive any such past
default or Event of Default and its consequences. The preceding sentence shall
not, however, apply to a default in the payment of the principal of or interest
on any of the Securities. Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Note and any
Notes which may be issued in exchange or substitution herefor or on registration
of transfer hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note in
the manner, at the respective times, at the rate and in the coin or currency
herein prescribed.
The Notes are redeemable as a whole or in part, at the option of the
Company at any time and from time to time, at a redemption price equal to the
greater of (i) 100% of principal amount of such Notes, or (ii) the sum of the
present values of the Remaining Scheduled Payments of the Notes being redeemed,
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus basis points,
plus in each case accrued interest thereon, if any, to the date of redemption.
"Remaining Scheduled Payments" means the remaining scheduled payments of
the principal of and interest on each Note to be redeemed that would be due
after the related redemption date but for such redemption. If the redemption
date is not an interest payment date with respect to the Note being redeemed,
the amount of the next succeeding scheduled interest payment on the Note will be
reduced by the amount of interest accrued thereon to that redemption date.
"Treasury Rate" means the rate per annum equal to the semiannual
equivalent yield to maturity (computed as of the second business day immediately
preceding the redemption date) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
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principal amount) equal to the Comparable Treasury Price for the redemption
date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker that would be used, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.
"Comparable Treasury Price" means:
o the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) as of the third business day preceding the
redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank
of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or
o if that release (or any successor release) is not published or
does not contain such prices on that business day, (a) the
average of the Reference Treasury Dealer Quotations for the
redemption date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (b) if the Trustee
obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all quotations obtained
"Independent Investment Banker" means one of the Reference Treasury
Dealers that the Company appoints.
"Reference Treasury Dealer" means each of Salomon Smith Barney Inc. (and
its successors) and four other nationally recognized investment banking firms
that are primary U.S. Government securities dealers specified from time to time
by the Company. If, however, any of them shall cease to be a primary U.S.
Government securities dealer, the Company will substitute another nationally
recognized investment banking firm that is such a dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New
York time, on the third business day preceding the redemption date.
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The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000 at the office or
agency of the Company in the Borough of Manhattan, The City of New York, and in
the manner and subject to the limitations provided in the Indenture, but without
the payment of any service charge, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.
The Company, the Trustee and any authorized agent of the Company or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and subject to the provisions
on the face hereof, interest hereon, and for all other purposes, and none of the
Company, the Trustee or any authorized agent of the Company or the Trustee shall
be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
AND WHEREAS, all acts and things necessary to make the Notes, when
executed by the Company and authenticated and delivered by or on behalf of the
Trustee as in this Indenture provided, the valid, binding and legal obligations
of
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the Company, and to constitute these presents a valid Indenture and agreement
according to its terms, have been done and performed.
NOW THEREFORE:
In order to declare the terms and conditions upon which the Notes are
executed, registered, authenticated, issued and delivered, and in consideration
of the premises, of the purchase and acceptance of such Notes by the holders
thereof and of the sum of one dollar to it duly paid by the Trustee at the
declaration of these presents, the receipt whereof is hereby acknowledged, the
Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the respective holders from time to time by such Notes, as follows:
PART I
CREATION AND AUTHORIZATION OF NOTES
There is hereby created and authorized the series of Notes entitled the
" % Notes due 2029", which shall be a closed series limited to $250,000,000
aggregate principal amount (except such Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes of
this series pursuant to Sections 2.08, 209, 2.11 or 11.03).
PART II
SPECIAL PROVISIONS APPLICABLE TO THIS SERIES
There are no special provisions applicable to this Series.
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IN WITNESS WHEREOF, Murphy Oil Corporation has caused this Supplemental
Indenture to be signed and delivered and its corporate seal to be affixed
hereunto and the same to be attested, and the Trustee has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
affixed hereunto and the same to be attested, all as of the day and year first
written above.
MURPHY OIL CORPORATION
By
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[CORPORATE SEAL]
ATTEST:
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SUNTRUST BANK, NASHVILLE, N.A.,
AS TRUSTEE
By
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[CORPORATE SEAL]
ATTEST:
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