Exhibit 1.1 MURPHY OIL CORPORATION [ ]% Notes due 2029 Underwriting AgreementUnderwriting Agreement • April 29th, 1999 • Murphy Oil Corp /De • Petroleum refining • New York
CONFORMED COPY] RIGHTS AGREEMENTRights Agreement • March 23rd, 2000 • Murphy Oil Corp /De • Petroleum refining • New York
andIndenture • August 5th, 1999 • Murphy Oil Corp /De • Petroleum refining • New York
Exhibit 1(b) MURPHY OIL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 1999 • Murphy Oil Corp /De • Petroleum refining • New York
Exhibit 3 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 dated as of April 6, 1998 ("Amendment No. 1") to the Rights Agreement dated as of December 6, 1989 (the "Original Agreement") between Murphy Oil Corporation, a Delaware corporation (the...Rights Agreement • April 14th, 1998 • Murphy Oil Corp /De • Petroleum refining
andIndenture • August 5th, 1999 • Murphy Oil Corp /De • Petroleum refining • New York
EXHIBIT 4.1 US $300,000,000 CREDIT AGREEMENTCredit Agreement • March 27th, 1998 • Murphy Oil Corp /De • Petroleum refining • New York
RIGHTS AGREEMENT dated as of December 6, 1989 between MURPHY OIL CORPORATION and HARRIS TRUST COMPANY OF NEW YORK, as Rights Agent Ex. 4.3-0Rights Agreement • March 16th, 2005 • Murphy Oil Corp /De • Petroleum refining • New York
AGREEMENT dated as of December 6, 1989, between Murphy Oil Corporation, a Delaware corporation (the “Company”), and Harris Trust Company of New York, as Rights Agent (the “Rights Agent”),
MURPHY OIL CORPORATION as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of May 18, 2012Indenture • May 18th, 2012 • Murphy Oil Corp /De • Petroleum refining
THIS INDENTURE, dated as of May 18, 2012 between MURPHY OIL CORPORATION (the “Issuer”), a corporation organized under the laws of the State of Delaware, and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”).
CREDIT AGREEMENT dated as of November 17, 2022 among MURPHY OIL CORPORATION, MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL, and MURPHY OIL COMPANY LTD., as Borrowers JPMORGAN CHASE BANK, N.A., as Administrative Agent and THE LENDERS PARTY...Credit Agreement • February 27th, 2023 • Murphy Oil Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of November 17, 2022, among MURPHY OIL CORPORATION, a Delaware corporation (the “Company”), MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL, a Delaware corporation (“Expro-Intl.”), MURPHY OIL COMPANY LTD., a Canadian corporation (“MOCL”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, MUFG BANK, LTD. AND THE BANK OF NOVA SCOTIA, HOUSTON BRANCH (“Scotiabank”), as Co-Syndication Agents, and Sumitomo Mitsui Banking Corporation, as Documentation Agent.
MURPHY OIL CORPORATION 6.000% NOTES DUE 2032 TERMS AGREEMENTTerms Agreement • October 3rd, 2024 • Murphy Oil Corp • Crude petroleum & natural gas • New York
SEPARATION AND DISTRIBUTION AGREEMENT by and between MURPHY OIL CORPORATION and MURPHY USA INC. Dated as of August 30, 2013Separation and Distribution Agreement • September 5th, 2013 • Murphy Oil Corp /De • Petroleum refining • Arkansas
SEPARATION AND DISTRIBUTION AGREEMENT dated as of August 30, 2013 (the “Agreement”) between Murphy Oil Corporation, a Delaware corporation (“Murphy Oil”), and Murphy USA Inc., a Delaware corporation (“Murphy USA”).
SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • August 8th, 2024 • Murphy Oil Corp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT (the “Agreement”) made as of the [•] day of [•], [•] (the “Effective Date”), by and between Murphy Oil Corporation, a Delaware corporation, and its Successors and Assigns (collectively, the “Company”) and [•] (“Executive”). Unless otherwise indicated, capitalized terms used in this Agreement shall have the meanings as set forth in Section 15.
MURPHY OIL CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS Dated as of , 20__Underwriting Agreement • September 2nd, 2009 • Murphy Oil Corp /De • Petroleum refining • New York
The persons named below are duly qualified, elected, and acting officers of the Company, have been duly elected or appointed to the offices set forth opposite their respective names, have held such offices at all times relevant to the preparation of the Registration Statement, and hold such offices as of the date hereof. The signatures set forth below opposite the names of such persons are the genuine signatures of such persons.
MURPHY OIL CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENTPerformance-Based Restricted Stock Unit Grant Agreement • February 23rd, 2024 • Murphy Oil Corp • Crude petroleum & natural gas • Delaware
This Performance-Based Restricted Stock Unit Award (this “Award”) is granted on and dated [[GRANTDATE]] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2020 Long-Term Incentive Plan (the “Plan”). Any terms used herein and not otherwise defined shall have the meanings set forth in the Plan.
TAX MATTERS AGREEMENT between MURPHY OIL CORPORATION, on behalf of itself and the members of the Distributing Group, and Murphy USA Inc., on behalf of itself and the members of the Controlled Group Dated as of August 30, 2013Tax Matters Agreement • September 5th, 2013 • Murphy Oil Corp /De • Petroleum refining • New York
This Agreement is entered into as of the 30th day of August, 2013 between Murphy Oil Corporation (“Distributing”), a Delaware corporation, on behalf of itself and the members of the Distributing Group, as defined below, and Murphy USA Inc. (“Controlled”), a Delaware corporation, on behalf of itself and the members of the Controlled Group, as defined below.
TRANSITION SERVICES AGREEMENT by and between MURPHY OIL CORPORATION and MURPHY USA INC. Dated as of August 30, 2013Transition Services Agreement • September 5th, 2013 • Murphy Oil Corp /De • Petroleum refining • Arkansas
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of August 30, 2013 by and between Murphy Oil Corporation, a Delaware corporation (“Murphy Oil”) and Murphy USA Inc., a Delaware corporation (“Murphy USA”).
CREDIT AGREEMENT dated as of October 7, 2024 among MURPHY OIL CORPORATION, MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL, and MURPHY OIL COMPANY LTD., as Borrowers JPMORGAN CHASE BANK, N.A., as Administrative Agent and THE LENDERS PARTY...Credit Agreement • October 7th, 2024 • Murphy Oil Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT dated as of October 7, 2024, among MURPHY OIL CORPORATION, a Delaware corporation (the “Company”), MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL, a Delaware corporation (“Expro-Intl.”), MURPHY OIL COMPANY LTD., a Canadian corporation (“MOCL”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, MUFG BANK, LTD., THE BANK OF NOVA SCOTIA, HOUSTON BRANCH (“Scotiabank”) AND REGIONS BANK, as Co-Syndication Agents, and Sumitomo Mitsui Banking Corporation, as Documentation Agent.
THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT dated as of August 10, 2016 among MURPHY OIL CORPORATION, CANAM OFFSHORE LIMITED, and MURPHY OIL COMPANY LTD., as Borrowers JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party...5-Year Revolving Credit Agreement • August 12th, 2016 • Murphy Oil Corp /De • Crude petroleum & natural gas • New York
THIS THIRD AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT (this “Third Amendment”) dated as of August 10, 2016 is among MURPHY OIL CORPORATION, a Delaware corporation (the “Company”), CANAM OFFSHORE LIMITED, a Bahamian corporation (“Canam”), MURPHY OIL COMPANY LTD., a Canadian corporation (“MOCL” and, together with the Company and Canam, the “Borrowers”); JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Existing Credit Agreement referred to below (collectively, the “Lenders”), issuing bank (in such capacity, together with its successors in such capacity, the “Existing Issuing Bank”) swingline lender (in such capacity, together with its successors in such capacity, the “Existing Swingline Lender”); and the undersigned Lenders.
FPSO CHARTER CONTRACT for FPSO Hull No: 2284 between Malaysia International Shipping Corporation Berhad and Murphy Sabah Oil Co., Ltd. CONTRACT NUMBER Murphy/Kikeh/K003AFpso Charter Contract • March 16th, 2005 • Murphy Oil Corp /De • Petroleum refining
This FPSO Charter Contract (together with all Appendices attached hereto, this “Charter”) is made as of the 31st day of January, 2005.
MURPHY OIL CORPORATION TIME-BASED RESTRICTED STOCK UNIT - CASH SETTLED GRANT AGREEMENTTime-Based Restricted Stock Unit - Cash Settled Grant Agreement • February 23rd, 2024 • Murphy Oil Corp • Crude petroleum & natural gas
This Time-Based Restricted Stock Unit - Cash Settled Award (the “Award”) is granted on and dated [[GRANTDATE]] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2020 Long-Term Incentive Plan (the “Plan”), subject to the provisions set forth herein and in the Plan. Any terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
MURPHY OIL CORPORATION RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • August 5th, 2021 • Murphy Oil Corp • Crude petroleum & natural gas
This Restricted Stock Unit Award is granted on and dated [•], by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2021 Stock Plan for Non-Employee Directors (the “Plan”) adopted by the stockholders of the Company on May 12, 2021, subject to the provisions set forth herein and in the Plan. Any terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
MURPHY OIL CORPORATION TIME-BASED RESTRICTED STOCK UNIT – STOCK SETTLED GRANT AGREEMENTTime-Based Restricted Stock Unit Grant Agreement • February 27th, 2019 • Murphy Oil Corp /De • Crude petroleum & natural gas
This Time-Based Restricted Stock Unit Award (this “Award”) is granted on and dated [•] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2018 Long-Term Incentive Plan (the “Plan”), subject to the provisions set forth herein and in the Plan. Any terms used herein and not otherwise defined shall have the meanings set forth in the Plan.
MURPHY OIL CORPORATION RESTRICTED STOCK UNIT AWARD GRANT AGREEMENTRestricted Stock Unit Award Grant Agreement • February 27th, 2019 • Murphy Oil Corp /De • Crude petroleum & natural gas
This Restricted Stock Unit Award is granted on and dated [•], by Murphy Oil Corporation, a Delaware corporation (the Company), pursuant to and for the purposes of the 2018 Stock Plan for Non-Employee Directors (the “Plan”) adopted by the stockholders of the Company on May 9, 2018, subject to the provisions set forth herein and in the Plan. Any terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
SALE AND PURCHASE AGREEMENT between MURPHY SABAH OIL CO., LTD. and MURPHY SARAWAK OIL CO., LTD. ("Sellers") and PT PERTAMINA MALAYSIA EKSPLORASI PRODUKSI ("Purchaser") and PT PERTAMINA (PERSERO) ("Guarantor") dated 30 September 2014Sale and Purchase Agreement • November 5th, 2014 • Murphy Oil Corp /De • Petroleum refining
Note: Exhibits have been omitted from this document pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to supplementally furnish to the Commission a copy of such omitted exhibits upon its request.
AMENDMENT TO SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • May 2nd, 2019 • Murphy Oil Corp /De • Crude petroleum & natural gas
This Amendment (this “Amendment”) to the Severance Protection Agreement, dated as of August 7, 2013 (the “Severance Protection Agreement”), by and between Murphy Oil Corporation (the “Company”) and Roger W. Jenkins (“Executive”), is entered into as of February 5, 2019. Unless otherwise indicated, capitalized terms used in this Amendment shall have the meanings as set forth in the Severance Protection Agreement.
MURPHY OIL CORPORATION TIME-BASED RESTRICTED STOCK UNIT - STOCK SETTLED GRANT AGREEMENTTime-Based Restricted Stock Unit Grant Agreement • February 27th, 2019 • Murphy Oil Corp /De • Crude petroleum & natural gas
This Time-Based Restricted Stock Unit Award (the “Award”) is granted on and dated [●] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2018 Long-Term Incentive Plan (the “Plan”). Any terms used herein and not otherwise defined shall have the meanings set forth in the Plan.
MURPHY OIL CORPORATION TIME-BASED RESTRICTED STOCK UNIT GRANT AGREEMENTTime-Based Restricted Stock Unit Grant Agreement • February 23rd, 2024 • Murphy Oil Corp • Crude petroleum & natural gas
This Time-Based Restricted Stock Unit Award (this “Award”) is granted on and dated [[GRANTDATE]] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2020 Long-Term Incentive Plan (the “Plan”), subject to the provisions set forth herein and in the Plan. Any terms used herein and not otherwise defined shall have the meanings set forth in the Plan.
FIRST AMENDMENT TO CREDIT AGREEMENT dated as of December 16, 2022 among MURPHY OIL CORPORATION, MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL, and MURPHY OIL COMPANY LTD., as Borrowers JPMORGAN CHASE BANK, N.A., as Administrative Agent, and...Credit Agreement • February 27th, 2023 • Murphy Oil Corp • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of December 16, 2022 is among MURPHY OIL CORPORATION, a Delaware corporation (the “Company”), MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL, a Delaware corporation (“Expro-Intl.”), MURPHY OIL COMPANY LTD., a Canadian corporation (“MOCL” and, together with the Company and Expro-Intl., collectively, the “Borrowers”); the undersigned Guarantors; JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders.
MURPHY OIL CORPORATION as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Second Supplemental Indenture Dated as of November 30, 2012 $550,000,000 aggregate principal amount of 2.500% Notes due 2017 $600,000,000 aggregate principal amount of...Second Supplemental Indenture • November 30th, 2012 • Murphy Oil Corp /De • Petroleum refining
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.
MURPHY OIL CORPORATION TIME-BASED RESTRICTED STOCK UNIT GRANT AGREEMENTTime-Based Restricted Stock Unit Grant Agreement • May 7th, 2014 • Murphy Oil Corp /De • Petroleum refining
This Time-Based Restricted Stock Unit Award (the “Award”) granted on and dated , 2014, by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2012 Long-Term Incentive Plan (the “Plan”).
CREDIT AGREEMENTCredit Agreement • November 20th, 2017 • Murphy Oil Corp /De • Crude petroleum & natural gas • New York
THIS THIRD Amendment to Credit Agreement (this “Third Amendment”) dated as of November 17, 2017 is among MURPHY OIL CORPORATION, a Delaware corporation (the “Company”), MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL (“Expro-Intl.”), a Delaware corporation, MURPHY OIL COMPANY LTD., a Canadian corporation (“MOCL” and, together with the Company and Expro-Intl., collectively, the “Borrowers”); the undersigned Guarantors; JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and the undersigned Lenders (including the New Lenders (as defined below)) and Issuing Banks.
FPSO OPERATING AND MAINTENANCE AGREEMENT for FPSO HULL NO. 2284 KIKEH FIELD, BLOCK K OFFSHORE SABAH, MALAYSIA between MALAYSIA INTERNATIONAL SHIPPING CORPORATION BERHAD and MURPHY SABAH OIL CO., LTD. CONTRACT NUMBER Murphy/Kikeh/K003BFpso Operating and Maintenance Agreement • March 16th, 2005 • Murphy Oil Corp /De • Petroleum refining
This FPSO Operating and Maintenance Agreement (together with all of the Attachments appended hereto, this “Agreement”) is made and entered into as of the 31st day of January, 2005.
SHARE SALE AND PURCHASE AGREEMENT between CANAM OFFSHORE LIMITED ("Seller") and PTTEP HK OFFSHORE LIMITED ("Purchaser") for the sale and purchase of the entire issued share capital of MURPHY SARAWAK OIL CO., LTD. and MURPHY SABAH OIL CO., LTD. dated...Share Sale and Purchase Agreement • May 2nd, 2019 • Murphy Oil Corp /De • Crude petroleum & natural gas
CREDIT AGREEMENT dated as of November 28, 2018 among MURPHY OIL CORPORATION, MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL, and MURPHY OIL COMPANY LTD., as Borrowers JPMORGAN CHASE BANK, N.A., as Administrative Agent and The Lenders Party...Credit Agreement • February 27th, 2019 • Murphy Oil Corp /De • Crude petroleum & natural gas • New York
Credit Agreement dated as of November 28, 2018, among Murphy Oil Corporation, a Delaware corporation (the “Company”), MURPHY EXPLORATION & PRODUCTION COMPANY – INTERNATIONAL, a Delaware corporation (“Expro-Intl.”), Murphy Oil Company Ltd., a Canadian corporation (“MOCL”), the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and DNB Bank ASA, New York Branch, Wells Fargo Bank, National Association, MUFG Bank, Ltd., The Bank of Nova Scotia and Regions Bank, as Co-Documentation Agents.
