Exhibit 1.1
MURPHY OIL CORPORATION
6.375% NOTES DUE 2028
TERMS AGREEMENT
March 2, 2021
| To: | Murphy Oil Corporation
9805 Katy Fwy, Suite G-200 |
Houston, Texas 77024
Ladies and Gentlemen:
We understand that
Murphy Oil Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $550,000,000 aggregate
principal amount of its 6.375% Notes due 2028 (the “Notes” or the “Underwritten Securities”)
subject to the terms and conditions stated in this terms agreement (this “Agreement”) and in the Murphy Oil
Corporation Underwriting Agreement Standard Provisions dated as of March 2, 2021 attached hereto (the “Standard Provisions”).
Each of the applicable provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters
named below (the “Underwriters”), for whom BofA Securities, Inc. is acting as representative (the “Representative”),
offer to purchase, severally and not jointly, and the Company agrees to issue and sell the number or amount of Underwritten Securities
opposite our names set forth below at a purchase price set forth below.
|
Underwriters |
Principal
Amount
of Notes |
| BofA Securities, Inc. |
$137,500,000 |
| J.P. Morgan Securities LLC |
$66,000,000 |
| MUFG Securities Americas Inc. |
$66,000,000 |
| Scotia Capital (USA) Inc. |
$49,500,000 |
| Wells Fargo Securities, LLC |
$49,500,000 |
| DNB Markets, Inc. |
$44,000,000 |
| Regions Securities LLC |
$44,000,000 |
| Capital One Securities, Inc. |
$33,000,000 |
| HSBC Securities (USA) Inc. |
$17,875,000 |
| SMBC Nikko Securities America, Inc. |
$17,875,000 |
| SG Americas Securities, LLC |
$12,375,000 |
| Standard Chartered Bank |
$12,375,000 |
| Total |
$550,000,000 |
The Underwritten Securities and the offering
thereof shall have the following additional terms:
Terms of the Underwritten Securities
and the Offering
| Principal Amount of Underwritten Securities: |
$550,000,000 |
| |
|
| Initial public offering price: |
100.000%, plus accrued interest from March 5, 2021 |
| |
|
| Purchase price: |
98.875% |
| |
|
| Time of Sale Prospectus: |
Base Prospectus dated October 17, 2018, preliminary prospectus supplement dated March 2, 2021 and each free writing prospectus listed on Schedule 1 hereto |
| |
|
| Representative of the Underwriters: |
BofA Securities, Inc. |
| |
|
| Address and facsimile number for notices to the Representative and the Underwriters: |
BofA Securities, Inc.
1540 Broadway, 26th Floor, New York, New York 10036
Attention:
High Yield Legal Department
Facsimile: 212-901-7897 |
| |
|
| Time of Sale: |
4:00 p.m., March 2, 2021 |
| |
|
| Closing Time: |
10:00 a.m., March 5, 2021 |
| |
|
| Closing Location: |
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019 |
| |
|
| Other terms and conditions: |
The Notes may be redeemed in whole at any
time or in part from time to time prior to July 15, 2024, at the Company’s option, at a redemption price equal to the greater
of 100% of the principal amount of the Notes being redeemed, or a make-whole redemption price determined by using a discount rate
of the applicable Treasury Rate plus 50 basis points.
The Notes may be redeemed in whole at any
time or in part from time to time on or after July 15, 2024, at the Company’s option, at the applicable redemption prices
set forth under “Description of the notes—Optional redemption” in the Prospectus.
In the case of any such redemption,
the Company will also pay accrued and unpaid interest, if any, to, but not including, the redemption date. |
The Company understands
that the Underwriters intend to make a public offering of the Underwritten Securities as soon after the effectiveness of this Agreement
as in the judgment of the Representative is advisable, and initially to offer the Securities on the terms set forth in the Time
of Sale Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell the Underwritten Securities to
or through any affiliate of an Underwriter and that any such affiliate may offer and sell Underwritten Securities purchased by
it to or through any Underwriter.
The Representative
represents and warrants that it is duly authorized to execute and deliver this Terms Agreement on behalf of the several Underwriters
named above.
IN WITNESS WHEREOF,
the parties hereto have executed this Terms Agreement as of the date first above written.
As Representative of the several Underwriters
named above,
| |
BOFA SECURITIES, INC. |
| |
|
| |
by |
/s/ Lex Maultsby |
| |
|
Name: |
Lex Maultsby |
| |
|
Title: |
Managing Director |
Accepted and agreed.
| MURPHY OIL CORPORATION |
|
| |
|
| by |
/s/ John B. Gardner |
|
| |
Name: |
John B. Gardner |
|
| |
Title: |
Vice President & Treasurer |
|
Schedule 1
| 1. | Pricing Term Sheet containing the terms of the Underwritten Securities, substantially in the form
of Schedule 2 hereto. |
Schedule 2
PRICING TERM SHEET
Please See Attached
Filed Pursuant to Rule 433
Registration No. 333-227875
March 2, 2021
MURPHY OIL CORPORATION
Pricing Term Sheet
$550,000,000 6.375% Notes due 2028
The information in this pricing term sheet,
dated March 2, 2021 (this “Pricing Term Sheet”), supplements the preliminary prospectus supplement, dated March 2,
2021 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement
to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. This Pricing Term Sheet to the
Preliminary Prospectus Supplement of Murphy Oil Corporation is otherwise qualified in its entirety by reference to the Preliminary
Prospectus Supplement. Capitalized terms used in this Pricing Term Sheet but not defined have the meanings given to them in the
Preliminary Prospectus Supplement.
| Issuer: |
Murphy Oil Corporation (the “Company”) |
|
| Expected Ratings*: |
[Ratings intentionally omitted] |
|
| Security Type: |
Senior Unsecured Notes |
|
| Format: |
SEC-registered |
|
| Pricing Date: |
March 2, 2021 |
|
| Settlement Date**: |
March 5, 2021 (T+3) |
|
| Maturity Date: |
July 15, 2028 |
|
| Interest Payment Dates: |
Semi annually in arrears on January 15 and July 15 of each year, beginning July 15, 2021 |
| Record Dates: |
January 1 and July 1 |
|
| Principal Amount: |
$550,000,000 |
|
| Yield to Maturity: |
6.375% |
|
| Coupon: |
6.375% |
|
| Public Offering Price: |
100.000%, plus accrued interest from March 5, 2021 |
| Optional Redemption: |
Make-whole redemption, in whole or in part,
at the Company’s option, at Treasury Rate + 50 basis points prior to July 15, 2024, plus accrued and unpaid interest on the
principal amount of the notes being redeemed to, but not including, the redemption date
On or after July 15, 2024, in whole or
in part, at the Company’s option, at the redemption prices set forth below (expressed in percentages of principal amount
of the notes being redeemed on the redemption date), plus accrued and unpaid interest on the principal amount of the notes being
redeemed to, but not including, the redemption date during the twelve-month period beginning on July 15 of the years indicated
below:
|
| |
Period |
Redemption Price |
| |
2024 |
103.188% |
| |
2025 |
101.594% |
| |
2026 and thereafter |
100.000% |
| Repurchase Upon a Change of Control Triggering Event: |
If a change of control triggering event (as defined in the Preliminary Prospectus Supplement) occurs, the Company must offer to repurchase the notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. |
| Use of Proceeds |
The Company intends to use the net proceeds from the offering of the notes, together with cash on hand, borrowings under its revolving credit facility or a combination thereof, to fund the redemption of its 4.00% senior notes due 2022 and 3.70% senior notes due 2022 and any related premiums, fees and expenses in connection with the foregoing and to effect the Satisfaction and Discharge. |
| Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof |
| CUSIP / ISIN: |
626717 AN2 / US626717AN25 |
|
| Joint Physical Book-Running Managers: |
BofA Securities, Inc.
J.P. Morgan Securities LLC
MUFG Securities Americas Inc. |
|
| Joint Book-Running Managers: |
Scotia Capital (USA) Inc.
Wells Fargo Securities, LLC
DNB Markets, Inc.
Regions Securities LLC |
|
| Co-Managers: |
Capital One Securities, Inc.
HSBC Securities (USA) Inc.
SMBC Nikko Securities America, Inc.
SG Americas Securities, LLC
Standard Chartered Bank |
|
* An explanation of the significance
of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information,
and such of their own investigations, studies and assumptions, as they deem appropriate. Each rating of the notes should be evaluated
independently of any other rating and of similar ratings of other securities. A credit rating of a security is not a recommendation
to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the
assigning rating agency.
** It is expected that delivery
of the notes will be made against payment therefor on or about March 5, 2021, which is the third business day following the date
hereof (such settlement cycle being referred to as “T+3”). Under Rule15c6-1 under the Securities Exchange Act of 1934,
as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by
virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such
trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the date of delivery hereunder
should consult their own advisors.
The Company has filed a registration statement
(including a prospectus) and the Preliminary Prospectus Supplement with the U.S. Securities and Exchange Commission (the “SEC”)
for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement,
the Preliminary Prospectus Supplement, the final prospectus supplement (when available) and any other documents the Company has
filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free
by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating
in the offering will arrange to send you the Preliminary Prospectus Supplement, the final prospectus supplement (when available)
and the accompanying prospectus if you request it by calling BofA Securities, Inc. toll free at 1-800-294-1322 or by emailing
BofA Securities at: dg.prospectus_requests@bofa.com.
MURPHY OIL CORPORATION
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
Dated as of March 2, 2021
From time to time, Murphy
Oil Corporation, a corporation organized under the laws of Delaware (the “Company”), may enter into one or more
terms agreements (each, a “Terms Agreement”) and, subject to the terms and conditions stated herein and therein,
issue and sell certain securities (the “Securities”) to the underwriter or underwriters named in the applicable
Terms Agreement (the “Underwriters”, which term shall include any underwriter substituted pursuant to Section 8
hereof). The provisions included herein (the “Standard Provisions”) shall be attached to and incorporated by
reference into each Terms Agreement.
SECTION 1. Definitions.
The Company has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf
registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities
Act”) on Form S-3 (File No. 333-227875) covering the registration of certain Securities of the Company to be issued and
sold from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale, in accordance with
Rule 415 under the Securities Act. Such registration statement (as so amended, if applicable), including the information,
if any, deemed to be a part thereof pursuant to Rule 430B under the Securities Act (the “Rule 430 Information”),
is referred to herein as the “Registration Statement”; and the base prospectus included in the Registration
Statement at the time of filing (the “Base Prospectus”) and the final prospectus supplement relating to a particular
offering of Underwritten Securities (as defined below) referred to in a Terms Agreement, in the forms first used to confirm sales
of such Underwritten Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers
pursuant to Rule 173 under the Securities Act), are collectively referred to herein as the “Prospectus”.
All references herein to the “Registration Statement” and the “Prospectus” shall be deemed
to include all documents incorporated therein by reference which are filed by the Company pursuant to the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) or the Securities Act, prior to the execution of the applicable Terms
Agreement. References herein to a “preliminary prospectus” relating to an offering of particular Underwritten
Securities pursuant to a Terms Agreement shall be deemed to refer to the Base Prospectus and to the prospectus supplement (a “preliminary
prospectus supplement”) relating to such Underwritten Securities that omitted Rule 430 Information or other information
to be included upon pricing in a form of prospectus relating to such Underwritten Securities filed by the Company with the Commission
pursuant to Rule 424(b) under the Securities Act and that was used prior to the initial delivery of the Prospectus relating
to such Underwritten Securities to the Underwriters by the Company.
For purposes of these
Standard Provisions and the Terms Agreement relating to an offering of particular Underwritten Securities, “free writing
prospectus” has the meaning set forth in Rule 405 under the Securities Act, and “Time of Sale Prospectus”
means the Base Prospectus, the final preliminary prospectus supplement filed prior to the “Time of Sale” set
forth in such Terms Agreement, together with any free writing prospectus or other information stated in such Terms Agreement to
form part of the Time of Sale Prospectus. For purposes of these Standard Provisions, all references to the “Registration
Statement”, “Prospectus”, “preliminary prospectus” or “Time of Sale Prospectus” or to
any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).
All references in these
Standard Provisions to financial statements and schedules and other information which is “contained”, “included”
or “stated” (or other references of like import) in the Registration Statement, preliminary prospectus, Time of Sale
Prospectus or Prospectus shall be deemed to mean and include all such financial statements and schedules and other information
which is incorporated by reference in the Registration Statement, the applicable preliminary prospectus, the applicable Time of
Sale Prospectus or the applicable Prospectus, as the case may be, prior to the execution of the applicable Terms Agreement; and
all references in these Standard Provisions to amendments or supplements to the Registration Statement, preliminary prospectus,
Time of Sale Prospectus or Prospectus shall be deemed to include the filing of any document under the Exchange Act which is incorporated
by reference in the Registration Statement, the applicable preliminary prospectus, the applicable Time of Sale Prospectus or the
applicable Prospectus, as the case may be, after the execution of the applicable Terms Agreement.
SECTION 2. Purchase
and Sale of Securities by the Underwriters. Whenever the Company determines to make an offering of Securities to be governed
by these Standard Provisions, the Company will enter into a Terms Agreement providing for the sale of such Securities to, and the
purchase and offering thereof by, the Underwriters. The Terms Agreement relating to the offering of Securities shall specify the
number or amount of Securities to be issued (the “Underwritten Securities”), the name of each Underwriter participating
in such offering (subject to substitution as provided in Section 8 hereof) and the name of any Underwriter acting as manager
or co-manager in connection with such offering, the number or amount of Underwritten Securities which each such Underwriter severally
agrees to purchase, whether such offering is on a fixed or variable price basis and, if on a fixed price basis, the initial offering
price, the price at which the Underwritten Securities are to be purchased by the Underwriters, the form, time, date and place of
delivery and payment of the Underwritten Securities and any other material terms of the Underwritten Securities. The Terms Agreement
may take the form of an exchange of any standard form of written telecommunication between the Company and the Underwriter or Underwriters,
acting through the Underwriters’ representative (the “Representative”) identified as such in the applicable
Terms Agreement. Each offering of Underwritten Securities will be governed by these Standard Provisions, as supplemented by the
applicable Terms Agreement.
As used herein, “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are permitted or required to
be closed in New York City.
SECTION 3. Underwriters’
Obligation to Purchase Underwritten Securities. The several commitments of the Underwriters to purchase the Underwritten Securities
pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and
agreements herein contained and shall be subject to the terms and conditions herein set forth.
SECTION 4. Terms Agreement.
No agreement for the purchase of the Underwritten Securities by the Underwriters will be deemed to exist until the Company and
the Representative, on behalf of the Underwriters, have executed a Terms Agreement. Each Terms Agreement will incorporate all applicable
terms and provisions of these Standard Provisions as fully as though such terms and provisions were expressly stated therein.
SECTION 5. Delivery
of Certain Documents, Certificates, and Opinions. At each Closing Time, the Underwriters shall have received the following
documents:
(a) the opinion
and disclosure letter of Davis Polk & Wardwell LLP, or other special New York counsel for the Company reasonably acceptable
to the Representative, and the opinion of internal counsel for the Company, each dated as of the Closing Date, substantially in
the respective forms previously shared with the Representative,
(b) the opinion
of counsel to the Underwriters, selected by the Representative and reasonably acceptable to the Company, dated as of the Closing
Date, in form and substance reasonably satisfactory to the Underwriters,
(c) a certificate
of the Secretary or the Assistant Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory
to the Representative, and
(d) a certificate
of the Chief Financial Officer or Treasurer of the Company, dated as of the Closing Date, substantially in the form of Exhibit
A hereto.
SECTION 6. Certain
Conditions Precedent to the Underwriters’ Obligations. The Underwriters’ obligation to purchase any Underwritten
Securities will in all cases be subject to the accuracy of the representations and warranties of the Company set forth in Section
7 hereof, to the receipt of the opinions and certificates to be delivered to the Underwriters pursuant to the terms of Section 5
hereof, to the accuracy of the statements of the Company’s officers made in each certificate to be furnished as provided
herein, to the performance and observance by the Company of all covenants and agreements contained herein on its part to be performed
and observed, in each case at the time the Company executes a Terms Agreement and as of the applicable Closing Date, and (in each
case) to the following additional conditions precedent, when and as specified:
(a) As of
the Closing Time for any Underwritten Securities, and with respect to the period from the date of the applicable Terms Agreement
to and including the applicable Closing Time:
(i) there
shall not have occurred (A) any material adverse change (or development involving a prospective material adverse change) in
the business, properties, earnings, or financial condition of the Company and its subsidiaries on a consolidated basis (a “Material
Adverse Effect”) or (B) any suspension or material limitation of trading in the Company’s common stock, par
value $1.00 per share, of the Company, by the Commission or the New York Stock Exchange, Inc. (the “NYSE”),
the effect of any of which shall have made it impracticable, in the reasonable judgment of the Underwriters, to proceed with the
offering, sale, or delivery of such Underwritten Securities in the manner and on the terms described in the Time of Sale Prospectus
or to enforce contracts for the sale of such Underwritten Securities, such judgment to be based on relevant market conditions;
(ii) there
shall not have occurred (A) any suspension or material limitation of trading in securities generally on the NYSE, (B) a
declaration of a general moratorium on commercial banking activities in New York by either Federal or New York State authorities,
or (C) any outbreak or material escalation of hostilities or other national or international calamity or crisis, the effect
of any of which shall have made it impracticable, in the judgment of the Underwriters, to proceed with the offering, sale, or delivery
of such Underwritten Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts
for the sale of such Underwritten Securities, such judgment to be based on relevant market conditions; and
(iii) there
shall not have been issued any stop order suspending the effectiveness of the Registration Statement nor shall any proceedings
for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Underwritten
Securities have been instituted or threatened.
(b) The Underwriters
will receive, upon execution and delivery of any applicable Terms Agreement, a letter from KPMG LLP, or such other independent
registered public accounting firm as may be selected by the Company, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to the financial statements and
certain financial information of the Company contained in each of the Registration Statement, the Time of Sale Prospectus and the
Prospectus and the “cut off” date referred to therein shall be a date not more than three Business Days prior to the
date of the applicable Terms Agreement.
(c) At each
Closing Time, the Underwriters shall have received from KPMG LLP, or such other independent registered public accounting firm as
may be selected by the Company, a letter, dated as of the Closing Date, to the effect that they reaffirm the statements made in
the letter furnished pursuant to subsection (b) of this Section 6, except that the “cut off” date referred to
therein shall be a date not more than three Business Days prior to the Closing Date.
(d) On each
Closing Date, the Underwriters shall have received from the Company such appropriate further information, certificates, and documents
as the Representative or counsel to the Underwriters may reasonably request for the purpose of enabling them to pass upon the issuance
and sale of the Underwritten Securities as herein contemplated, or in order to evidence the accuracy of any of the representations
or warranties or the fulfillment of any conditions contained herein or in the applicable Terms Agreement.
(e) Subsequent
to the execution and delivery of the applicable Terms Agreement and prior to the Closing Time, there shall not have been any downgrading,
nor any notice given of any intended or potential material downgrading or of a possible change that does not indicate the direction
of the possible change, in the rating accorded any of the Company’s securities, including the Underwritten Securities, by
either Moody’s Investors Service, Inc., Standard & Poor’s Global Ratings, a division of S&P Global Inc.
or Fitch Ratings, Inc.
(f) The Indenture
(as defined below) shall have been duly executed and delivered by a duly authorized officer of the Company and the trustee, and
the Underwritten Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated
by the trustee.
SECTION 7. Representations
and Warranties of the Company. The Company represents and warrants to each Underwriter named in the applicable Terms Agreement,
as of the date thereof, and as of each Closing Time, the following statements are and shall be true:
(a) (i) The
Registration Statement constitutes an “automatic shelf registration statement” (as defined in Rule 405
under the Securities Act) filed within three years of the date of the applicable Terms Agreement, (ii) the Company is a “well
known seasoned issuer” (as defined in Rule 405 under the Securities Act), (iii) the Company has not received
from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of the automatic shelf
registration statement form, (iv) the Registration Statement became effective upon filing with the Commission and no stop
order suspending the effectiveness of the Registration Statement is in effect nor, to the Company’s knowledge, are any proceedings
for such purpose pending before or threatened by the Commission, (v) as of the effective date of the Registration Statement
(the “Effective Date”), the Company met the applicable requirements for use of Form S-3 under the Securities
Act with respect to the registration under the Securities Act of the Securities, and (vi) as of the Effective Date, the Registration
Statement met the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complied in all material respects
with said Rule.
(b) (i) Each
document, if any, filed or to be filed pursuant to the Exchange Act or the Securities Act and incorporated or to be incorporated
by reference in the Registration Statement, the Prospectus or Time of Sale Prospectus complies or will comply, in all material
respects, with the applicable provisions of the Exchange Act or the Securities Act, as applicable, and the rules and regulations
of the Commission thereunder, (ii) as of the Effective Date and the date of any amendment thereto, the Registration Statement
did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply, in all material
respects, with the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”)
and the rules and regulations of the Commission thereunder, (iv) the Prospectus does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, (v) the Time of Sale Prospectus does not as of its date (which shall be the date of the preliminary
prospectus supplement included therein, if applicable), and did not as of the Time of Sale and will not at the Closing Date, contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and (vi) each Company Additional Written Communication (as defined
below), when taken together with the Time of Sale Prospectus, does not as of its date, and did not as of the Time of Sale and will
not at the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that the Company makes no representations and warranties as to (i) information contained in or omitted from the Registration Statement,
the Prospectus or the Time of Sale Prospectus in reliance upon and in conformity with information furnished in writing to the Company
by the Underwriters expressly for use in the Registration Statement, the Prospectus, any Company Additional Written Communication
or the Time of Sale Prospectus or any amendment or supplement thereto (it being understood and agreed that the only such information
is the information as set forth in Section 12(b) herein) or (ii) that part of the Registration Statement that constitutes the Statement
of Eligibility and Qualification of the Trustee under the Trust Indenture Act.
(c) The Company
is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities
Act. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared,
made, used, authorized, approved or referred to and will not prepare, make use, authorize, approve or refer to any “free
writing prospectus,” as defined in Rule 405 under the Securities Act (each such communication by the Company or its
agents or representatives (excluding any Underwriter), an “Issuer Free Writing Prospectus”) other than (i) any
document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act,
(ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents identified on Schedule 1 to the Terms Agreement
which constitute part of the Time of Sale Prospectus and (v) any electronic road show or other written communications listed on
Exhibit B hereto (each, a “Company Additional Written Communication”), in each case approved in writing in advance
by the Representative. Each Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been,
or will be (within the time period specified in Rule 433 under the Securities Act), filed with the Commission (to the extent required
under the Securities Act and the applicable rules and regulations of the Commission thereunder).
(d) The Company
has been duly incorporated and is validly existing under the laws of the State of Delaware, has the corporate power and authority
to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified
to transact business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or
in good standing would not have a Material Adverse Effect.
(e) Each
“significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X (each, a “Significant Subsidiary”
and collectively, the “Significant Subsidiaries”) of the Company has been duly incorporated and is validly existing
under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct
its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business as a foreign
corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so qualified or in good standing would not have a Material
Adverse Effect.
(f) The applicable
Terms Agreement, incorporating these Standard Provisions, as amended by agreement of the parties to the applicable Terms Agreement,
as of the date of such Terms Agreement will have been duly authorized, executed and delivered by the Company.
(g) The Underwritten
Securities have been duly authorized and, when issued, executed, and authenticated in accordance with the provisions of the base
indenture, dated May 18, 2012 (the “Base Indenture”), as supplemented by the applicable supplemental indenture
(together with the Base Indenture, the “Indenture”), or when countersigned by the trustee in accordance with
the provisions of the Indenture, as the case may be, will be entitled to the benefits of the Indenture, and will be valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability
may be limited by the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating
to creditors’ rights generally, by any other federal or state laws, by rights of acceleration, if applicable, or by general
principles of equity.
(h) The Base
Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended and has been duly authorized, executed, and
delivered by the Company and (assuming due authorization, valid execution, and delivery thereof by the trustee) is a valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may
be limited by the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to
creditors’ rights generally, by any other federal or state laws, by rights of acceleration, by general principles of equity.
The applicable supplemental indenture has been duly authorized by the Company and, when executed and delivered by the Company and
(assuming due authorization, valid execution, and delivery thereof by the trustee) will constitute a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by the
laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar laws relating to creditors’
rights generally, by any other federal or state laws, by rights of acceleration, by general principles of equity.
(i) The Underwritten
Securities and the Indenture conform and will conform in all material respects to the respective statements relating thereto contained
in the Registration Statement, the Time of Sale Prospectus and the Prospectus and are and will be in substantially the respective
forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.
(j) (i) The
execution and delivery of and performance by the Company of its obligations under the applicable Terms Agreement, incorporating
these Standard Provisions as amended by agreement of the parties to such Terms Agreement, Indenture and the issuance and sale of
the Underwritten Securities, as the case may be, will not contravene (A) any provision of any applicable law, (B) any provision
of the Restated Charter or By-Laws of the Company, (C) any provision of the charter or by-laws or similar organizational documents
of any of the Company’s material subsidiaries, (D) any provision of any agreement or other instrument binding upon the Company
or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole or (E) any judgment, order or
decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries (each, a “Governmental
Authority”), in each of the foregoing cases except as would not reasonably be expected to have a Material Adverse Effect
or a material adverse effect on the performance by the Company of its obligations under this Agreement and the Underwritten Securities,
and (ii) no consent, approval, authorization, or order of or qualification with any Governmental Authority is required for the
performance by the Company of its obligations under the applicable Terms Agreement, incorporating these Standard Provisions as
amended by agreement of the parties to such Terms Agreement, or the issuance and sale of the Underwritten Securities, except such
as may be required by Blue Sky laws or other securities laws of the various states in which the issuance and sale of the Underwritten
Securities are offered and sold, and except to the extent where the failure to obtain such consent, approval, authorization, order
or qualification would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the performance
by the Company of its obligations under this Agreement and the Underwritten Securities.
(k) There
has not been any material adverse change (or development involving a prospective material adverse change) in the business, properties,
earnings, or financial condition of the Company and its subsidiaries on a consolidated basis from that set forth in the Company’s
last periodic report filed with the Commission under the Exchange Act and the rules and regulations promulgated thereunder. Since
the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
except as otherwise stated therein, (i) neither the Company nor any of its subsidiaries has incurred any liability or obligation
or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and
its subsidiaries taken as a whole, and neither the Company nor any of its subsidiaries has sustained any loss or interference with
its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered
by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree which might reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect and (ii) there has been no dividend or distribution
of any kind declared, paid or made by the Company on any class of its capital stock (other than quarterly dividends declared, paid
or made by the Company consistent with past practice).
(l) There
are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened, to which the Company or any
of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that is required
to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and is not so described, or any applicable
statute, regulation, contract, or other document that is required to be described in the Registration Statement, the Time of Sale
Prospectus or the Prospectus that is not so described.
(m) The independent
registered public accounting firm who audited the financial statements and supporting schedules incorporated by reference in the
Registration Statement are independent registered public accountants as required by the Securities Act.
(n) The financial
statements included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries
at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Company and its consolidated
subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted
accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved and, in all material
respects, with the requirements of the Securities Act and the Exchange Act except as may be expressly stated in the related notes
thereto. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein.
(o) The Company
is not an “investment company” or an entity “controlled” by an “investment company”, as such
terms are defined in the Investment Company Act of 1940, as amended.
(p) The Company
owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations
necessary to lease or own, as the case may be, and to operate its properties and to carry on its business as presently conducted
and as disclosed in the Registration Statement, the Time of Sale Prospectus, and the Prospectus.
(q) The Company
is not in violation of its Restated Charter or By-Laws or in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which
it is a party or by which it or any of its properties may be bound, which default would have a Material Adverse Effect.
(r) Neither
the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or other person acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer,
promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or
employee, including of any government-owned or controlled entity or of a public international organization, or any person acting
in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political
office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules
and regulations thereunder, the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption
law (collectively, the “Anti-Corruption Laws”); or (iv) made or offered any bribe, unlawful rebate, payoff,
influence payment, kickback other unlawful payment or benefit. The business of the Company and its subsidiaries is conducted in
compliance with the Anti-Corruption Laws and the Company has instituted and maintains, and will continue to maintain, policies
and procedures designed to promote and ensure continued compliance therewith.
(s) The operations
of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements, including, to the extent applicable, those of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules or regulations, issued, administered or enforced by any Governmental Authority (collectively,
the “Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority or any
arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company, threatened.
(t) Neither
the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions
administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State and including, without limitation, the designation as a “specially designated national” or “blocked
person”, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions
authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident
in a country or territory that is the subject or target of comprehensive territorial Sanctions (currently, Cuba, Iran, North Korea,
Syria and Crimea) (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of
the proceeds from the sale of Underwritten Securities by the Company in the offering contemplated by the applicable Terms Agreement,
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity
(i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the
subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in
any other manner that will result in a violation by any person (including any person participating in the transaction, whether
as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions.
(u) Except
as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or as would not, individually or in
the aggregate, otherwise result in a Material Adverse Effect, (i) neither the Company nor any of its subsidiaries is in violation
of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any legally
binding judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment,
relating to pollution, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or
subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the use, management, disposal or
release or threatened release of, or human exposure to, chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products (“Environmental Laws”), (ii) the Company and its subsidiaries
have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with
their requirements, (iii) there are no pending or, to the Company’s knowledge, threatened in writing administrative,
regulatory or judicial actions, suits, demands, claims, liens, notices of noncompliance or violation, investigation or proceedings
relating to any Environmental Law against the Company or any of its subsidiaries and (iv) there are no events or circumstances
that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by
any private party or governmental authority, against or affecting the Company or any of its subsidiaries relating to any Environmental
Laws.
(v) The Company and its Significant
Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (x) since December 31,
2020, nothing has come to the attention of management that would lead management to believe that a material weakness has existed
at any time thereafter, and (y) since December 31, 2020, nothing has come to the attention of management that would lead management
to believe that a change has occurred which has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting. The Company maintains a system of “disclosure controls and procedures” (as
defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures have been designed to ensure
that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive
officer and principal financial officer by others within those entities; and the Company has carried out evaluations of the effectiveness
of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. The interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and
the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s
rules and guidelines applicable thereto.
(w) There
is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated thereunder or implementing the provisions thereof with which any of them is required to comply, including Section 402
related to loans.
(x) The Company
has the capitalization as set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under
the heading “Capitalization”.
(y) (i) To
the Company’s knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other
compromise of or relating to any of the Company’s and its subsidiaries’ information technology and computer systems,
networks, hardware, software, data and databases (including the data and information of their respective customers, employees,
suppliers, vendors and any third party data maintained, processed or stored by the Company, and its subsidiaries, and any such
data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively,
“IT Systems and Data”); (ii) neither the Company nor its subsidiaries have been notified of, and each of them
have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure
or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented commercially reasonable
controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy
and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable
regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies
and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems
and Data from unauthorized use, access, misappropriation or modification.
SECTION 8. Default
by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Underwritten
Securities which it or they are obligated to purchase under the applicable Terms Agreement (the “Defaulted Securities”),
then the remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of
the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities
in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed
such arrangements within such 24-hour period, then:
(a) if the
number or aggregate principal amount of Defaulted Securities does not exceed 10% of the number or aggregate principal amount of
Underwritten Securities to be purchased on such date pursuant to such Terms Agreement, the non-defaulting Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting
obligations under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the
number or aggregate principal amount of Defaulted Securities exceeds 10% of the number or aggregate principal amount of Underwritten
Securities to be purchased on such date pursuant to such Terms Agreement, such Terms Agreement shall terminate without liability
on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter
from liability it may have to the Company or any non-defaulting Underwriter in respect of its default.
In the event of any such
default which does not result in a termination of the applicable Terms Agreement, either the Underwriters or the Company shall
have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the
Registration Statement, the Time of Sale Prospectus or the Prospectus or in any other documents or arrangements.
SECTION 9. Agreements.
a)The Company covenants with the Underwriters as follows:
(i) Prior
to the filing by the Company of any amendment to the Registration Statement, the Time of Sale Prospectus or of any prospectus supplement
that shall name the Underwriters or the filing or use of any free writing prospectus, the Company will afford the Underwriters
or their counsel a reasonable opportunity to review and comment on the same; provided, however, that the foregoing
requirement will not apply to any of the Company’s filings with the Commission required to be filed pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act. Subject to the foregoing sentence, the Company will promptly cause each applicable
prospectus supplement (including the Prospectus) and free writing prospectus to be filed with or transmitted for filing with the
Commission in accordance with Rule 424(b) or 424(c) under the Securities Act or Rule 433 under the Securities Act, respectively,
or pursuant to such other rule or regulation of the Commission as then deemed appropriate by the Company. The Company will promptly
advise the Underwriters of (A) the filing and effectiveness of any amendment to the Registration Statement other than by virtue
of the Company’s filing any report required to be filed under the Exchange Act, (B) the filing of any prospectus supplement
or any free writing prospectus, (C) any request by the Commission for any amendment to the Registration Statement, for any amendment
or supplement to the Time of Sale Prospectus or the Prospectus, or for any information from the Company, (D) the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the
use of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or any free writing prospectus or the institution
or threatening of any proceeding for that purpose, and (E) the receipt by the Company of any notification with respect to
the suspension of the qualification of the Underwritten Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose. The Company will use reasonable best efforts to prevent the issuance of any such stop order
or notice of suspension of qualification and, if issued, to obtain as soon as reasonably possible the withdrawal thereof. The Company
will pay the registration fees for the offering of the Underwritten Securities within the time period required by Rule 456(b)(1)
under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.
(ii) If
the Time of Sale Prospectus is being used to solicit offers to buy the Underwritten Securities at a time when the Prospectus is
not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to
amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not
misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the
information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is
necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements
to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in
the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus,
as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as
amended or supplemented, will comply with applicable law.
(iii) If,
at any time when a Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) relating
to any Underwritten Securities is required to be delivered under the Securities Act, any event occurs or condition exists as a
result of which the Prospectus or any free writing prospectus would include an untrue statement of a material fact, or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary to amend or supplement the Prospectus in order to comply with the Securities Act, the Exchange
Act, the respective rules and regulations of the Commission thereunder, or any other applicable law, the Company will promptly
notify the Underwriters, by telephone or by facsimile (in either case with written confirmation from the Company by mail), to cease
use and distribution of the Prospectus (and all then existing supplements thereto) and to suspend all efforts to resell the Underwritten
Securities in its capacity as underwriter or dealer, as the case may be, and the Underwriters will promptly comply with the terms
of such notice. The Company will forthwith prepare and cause to be filed with the Commission an amendment or supplement to the
Registration Statement or the Prospectus, as the case may be, satisfactory in the reasonable judgment of the Underwriters to correct
such statement or omission or to effect such compliance, and the Company will supply the Underwriters with one signed copy of such
amended Registration Statement and as many copies of such amended or supplemented Prospectus as the Underwriters may reasonably
request.
(iv) The
Company will furnish to the Underwriters, without charge, as many copies of the Time of Sale Prospectus, the Prospectus, each preliminary
prospectus, any documents incorporated by reference therein, and any supplements and amendments thereto and any free writing prospectus
as the Underwriters may reasonably request during such period of time beginning on the first date of the public offering of the
Underwritten Securities and ending on the later of the Closing Date or such date as, in the opinion of counsel for the Underwriters,
a prospectus relating to the Underwritten Securities is required by law to be delivered (or required to be delivered but for Rule
172 under the Securities Act) in connection with sales of the Underwritten Securities by any Underwriter or dealer (the “Prospectus
Delivery Period”).
(v) The
Company will, with such assistance from the Underwriters as the Company may reasonably request, endeavor to qualify the Securities
for offer and sale under the Blue Sky laws or other securities laws of such jurisdictions as the Underwriters shall reasonably
request and will maintain such qualifications for as long as required with respect to the offer, sale, and distribution of the
Underwritten Securities.
(vi) From
the date of the applicable Terms Agreement until 15 days following the Closing Date set forth in such Terms Agreement, the Company
will not, without the prior written consent of the Representative, offer, sell, contract to sell, pledge, or otherwise dispose
of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of
the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing
(or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any
debt securities issued or guaranteed by the Company (other than the Underwritten Securities to be sold pursuant to the applicable
Terms Agreement) or publicly announce an intention to effect any such transaction.
(vii) The
Company will make generally available to its security holders earnings statements that satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 promulgated thereunder.
(viii) The
Company will apply the net proceeds from the sale of the Underwritten Securities as described in each of the Registration Statement,
the Time of Sale Prospectus and the Prospectus under the heading “Use of Proceeds”.
(ix) The
Company will assist the Underwriters in arranging for the securities to be eligible for clearance and settlement through DTC.
(x) The
Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in
any stabilization or manipulation of the price of the Underwritten Securities.
(xi) The
Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that
is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(b) Each Underwriter,
severally and not jointly, covenants with the Company as follows:
(i) It has
not and will not use, authorize use of, refer to, or participate in the planning for use of, any Issuer Free Writing Prospectus
other than (A) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2)
under the Securities Act) that was not included (including through incorporation by reference) in the preliminary prospectus or
a previously filed Issuer Free Writing Prospectus, (B) any Issuer Free Writing Prospectus listed on Schedule I to the applicable
Terms Agreement or prepared pursuant to Section 7(c) above or (C) any free writing prospectus prepared by such Underwriter
and approved by the Company in advance in writing, including the final pricing term sheets identified on Schedule 1 to the
Terms Agreement (each such free writing prospectus referred to in clauses (A) or (C), an “Underwriter Free Writing
Prospectus”).
(ii) It
has not and will not distribute any Underwriter Free Writing Prospectus referred to in Section 9(b)(i)(A) above in a manner
reasonably designed to lead to its broad unrestricted dissemination.
(iii) It
has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final
terms of the Underwritten Securities unless such terms have previously been included in a free writing prospectus filed with the
Commission.
(iv) It
is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly
notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period.
(v) Notwithstanding
any of the above, each of the Underwriters may use one or more term sheets relating to the Underwritten Securities containing customary
information, including Bloomberg email announcement, price talk guidance, comparable bond pricing and final pricing terms, not
inconsistent with the form of the final term sheet set forth in the Terms Agreement, without the prior consent of the Company,
so long as such term sheet is not required to be filed as a “free writing prospectus” with the Commission pursuant
to Rule 433 under the Securities Act.
SECTION 10. Fees and
Expenses. (a) The Company will pay all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities
through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms
Agreement, including the following: (i) expenses incident to the preparation and filing of the Registration Statement, any
preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used
by, or referred to by the Company, and all amendments and supplements thereto, including, without limitation, the fees and expenses
incident to the registration of the Securities under the Exchange Act and the Securities Act, (ii) expenses incident to the
issuance and delivery of such Underwritten Securities, (iii) the fees and disbursements of counsel for the Company and the
Company’s independent registered public accounting firm, (iv) expenses incident to the qualification of such Underwritten
Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(v)
hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection
therewith and in connection with the preparation of any survey of Blue Sky laws, (v) expenses incident to the printing and
delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments
thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the fees and
expenses, if any, incurred with respect to any applicable filing with the Financial Industry Regulatory Authority, Inc., (vii) the
fees and expenses incurred in connection with the listing of any Underwritten Securities on the NYSE, (viii) the fees and expenses
associated with obtaining ratings for the Securities from nationally recognized statistical rating organizations and (ix) if
applicable, the fees and expenses of the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement,
the Underwriters agree to reimburse the Company for the stated amount of its expenses incurred in connection with the transactions
contemplated by the applicable Terms Agreement.
(b) If (i) the applicable
Terms Agreement is terminated pursuant to the second and third sentences of Section 13 hereof including, for the avoidance of doubt,
any termination by the Representative on behalf of the Underwriters due to the failure of any of the conditions precedent described
in Section 6 hereof or (ii) the Company for any reason fails to tender the Underwritten Securities for delivery to the Underwriters,
the Company agrees to reimburse the Underwriters for the fees and expenses of their counsel reasonably incurred by the Underwriters
in connection with the applicable Terms Agreement and the offering contemplated thereby.
SECTION 11. Inspection;
Place of Delivery; Payment. a)Inspection. The Company agrees to have available for inspection, checking, and packaging
by the Underwriters in The City of New York, the Underwritten Securities to be sold to the Underwriters hereunder, not later than
3:00 P.M. on the Business Day prior to the applicable Closing Date.
(b) Place of Delivery
of Documents, Certificates and Opinions. The documents, certificates and opinions required to be delivered to the Underwriters
pursuant to Sections 5 and 6 hereof will be delivered at the “Closing Location” specified in the applicable
Terms Agreement, or at such other location as may be agreed upon by the Company and the Underwriters, not later than the Closing
Time.
(c) Payment. Payment
of the purchase price for, and delivery of certificates for, the Underwritten Securities shall be made at the Closing Location,
or at such other place as shall be agreed upon by the Underwriters and the Company, at the “Closing Time” specified
in the applicable Terms Agreement (the date on which the Closing Time occurs being referred to as the “Closing Date”),
or such other time not later than ten Business Days after such date as shall be agreed upon by the Representative and the Company.
Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated in writing by
the Company, against delivery to the Underwriters for the respective accounts of the Underwriters of the Underwritten Securities
to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery
of, receipt for, and make payment of the purchase price for, the Underwritten Securities which it has severally agreed to purchase.
The Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment
of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose funds have not been received by
the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
SECTION 12. Indemnification
and Contribution. a)The Company agrees to indemnify and hold each Underwriter, its affiliates, its directors, its officers
and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, harmless from and against any and all losses, claims, damages, or liabilities to which such Underwriter,
its affiliates, its directors, its officers and each person, if any, who controls any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act becomes subject under the Securities Act, the Exchange Act,
or any other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities
(and actions in respect thereof) arise out of, are based upon, or are caused by any untrue statement or allegedly untrue statement
of a material fact contained in the Registration Statement or arise out of, are based upon or are caused by any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading
or arise out of, are based upon, or are caused by any untrue statement or allegedly untrue statement of a material fact contained
in any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any Company Additional Written Communication, any Issuer
Free Writing Prospectus or in any amendment or supplement thereto or arise out of, are based upon or are caused by any omission
or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and the Company agrees to reimburse each such indemnified party for any reasonable legal
fees or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the Company will not be liable to the extent that such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of, are based upon, or are caused by any such untrue statement
or omission or allegedly untrue statement or omission included in or omitted from the Registration Statement, any preliminary prospectus
or the Prospectus in reliance upon and in conformity with information furnished by the Underwriters in writing expressly for use
in the Registration Statement or such preliminary prospectus or any Company Additional Written Communication, the Time of Sale
Prospectus or the Prospectus or any amendment or supplement thereto.
(b) Each Underwriter
severally, and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who sign the Registration
Statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Underwriters, but only
with respect to such losses, claims, damages, and liabilities (and actions in respect thereof) that arise out of, are based upon,
or are caused by any untrue statement or omission of a material fact or allegedly untrue statement or omission of a material fact
included in or omitted from (i) any Underwriter Free Writing Prospectus used by such Underwriter or (ii) the Registration Statement,
or any preliminary prospectus or any Company Additional Written Communication or the Time of Sale Prospectus or the Prospectus,
in each case in reliance upon and in conformity with information relating to such Underwriter furnished by the Underwriters in
writing expressly for use in the Registration Statement or such preliminary prospectus or any Company Additional Written Communication
or the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto (it being understood and agreed that the
only such information consists of the information set forth in the third and seventh paragraphs in their entirety and the third
sentence in the fifth paragraph, in each case under the caption “Underwriting” in the final preliminary prospectus
supplement filed prior to the Time of Sale set forth in the applicable Terms Agreement).
(c) In case any proceeding
(including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought
pursuant to either paragraph (a) or (b) of this Section 12, such person (the “indemnified party”) will
promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and
the indemnifying party, upon request of the indemnified party, will retain counsel reasonably satisfactory to the indemnified party
to represent the indemnified party and any others the indemnifying party may designate in such proceeding and will pay the fees
and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party will have the right
to retain its own counsel, but the fees and expenses of such counsel will be borne by the indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in
the judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. It is understood that the indemnifying party will not, in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such reasonable fees and expenses will be reimbursed as they
are incurred. Such firm will be designated in writing by the Representative (in the case of parties indemnified pursuant to paragraph (a)
of this Section 12) or by the Company (in the case of parties indemnified pursuant to paragraph (b) of this Section 12),
as the case may be. The indemnifying party will not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent, or if there shall be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying
party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement (A) includes an unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding and (B) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any indemnified party. Any provision of this paragraph (c) to the contrary notwithstanding,
no failure by an indemnified party to notify the indemnifying party as required hereunder will relieve the indemnifying party from
any liability it may have had to an indemnified party otherwise than under this Section 12 to the extent the indemnifying
party is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement.
(d) If the indemnification
provided for in paragraph (a) or (b) of this Section 12 is unavailable to an indemnified party or is insufficient in respect
of any losses, claims, damages, or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu
of indemnifying the indemnified party thereunder, will contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, or liabilities (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company, on the one hand, and the Underwriters, on the other, from the offering of the Underwritten Securities
pursuant to the applicable Terms Agreement, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company, on the one hand, and the Underwriters, on the other, in connection with the statements or omissions
that resulted in such losses, claims, damages, or liabilities, as well as any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and the Underwriters, on the other, in connection with the offering of the Underwritten
Securities pursuant to the applicable Terms Agreement shall be deemed to be in the same respective proportions as the total net
proceeds from the offering of such Underwritten Securities (before deducting expenses) received by the Company and the total underwriting
discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial
public offering price of such Underwritten Securities as set forth on such cover. The relative fault of the Company, on the one
hand, and of the Underwriters, on the other, will be determined by reference to, among other things, whether the untrue or allegedly
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
or to be supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute
pursuant to this Section 12(d) are several in proportion to the number of Underwritten Securities set forth opposite their
respective names in the applicable Terms Agreement, and not joint.
(e) The Company and the
Underwriters agree that it would not be just or equitable if contribution pursuant to paragraph (d) above were determined
by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred
to therein. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, and liabilities referred
to in paragraph (d) above will be deemed to include, subject to the limitations set forth above, any reasonable legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Any other provisions of this Section 12 to the contrary notwithstanding, (i) the Underwriters will not be required to
contribute to the Company any amount in excess of the amount by which the total price at which the Underwritten Securities underwritten
by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission (other than in reliance
upon and in conformity with information furnished to the Company by the Underwriters in writing expressly for use in the Registration
Statement, the preliminary prospectus or the Prospectus or any amendment or supplement thereto, it being understood and agreed
that the only such information is as set forth in Section 12(b) hereto), and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.
(f) The remedies provided
for in this Section 12 are not exclusive and will not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.
SECTION 13. Termination.
The applicable Terms Agreement will automatically terminate upon the expiration of the offering to which the Prospectus relates.
The applicable Terms Agreement may not be terminated by the Underwriters prior to delivery of and payment for such Securities except
upon the failure of any of the conditions precedent described in Section 6 hereof. The Representative will be entitled to terminate
the applicable Terms Agreement, on behalf of the Underwriters, upon the failure of any of the conditions precedent described in
Section 6 hereof.
SECTION 14. Survival.
The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters
contained herein or made by or on behalf of the Company or the Underwriters pursuant hereto or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Underwritten Securities and shall remain in full force and effect, regardless
of any termination of a Terms Agreement or any investigation made by or on behalf of the Company or the Underwriters.
SECTION 15. Notices.
All notices, documents and other communications hereunder shall be in writing and shall be deemed received upon delivery, if delivered
by hand or via facsimile transmission (with confirmation of receipt) to a party’s address or facsimile number set forth below,
in the case of the Company, and in the applicable Terms Agreement, in the case of the Underwriters or the Representative (or to
such other address or facsimile number as a party may hereafter designate to the other parties in writing), and shall be deemed
received one Business Day after having been mailed via Express Mail or deposited with Federal Express or any nationally recognized
commercial courier service for “next day” delivery to such address. In the event that any Terms Agreement or any certificate
or opinion to be delivered pursuant to Section 5 hereof is delivered via facsimile transmission, the parties will use reasonable
efforts to ensure that “original” copies of such documents are distributed promptly thereafter.
The address and facsimile
number for the Company, unless otherwise specified, is as follows:
Murphy Oil Corporation
9805 Katy Freeway Suite G-200
Houston, Texas 77024
Attention: Chief Financial Officer, General Counsel
Telephone: (281) 675-9000
SECTION 16. Successors;
Non-transferability. The applicable Terms Agreement shall inure to the benefit of and be binding upon the Company and the Underwriters,
their respective successors, and the officers, directors, and controlling persons referred to in Section 12 hereof. No other
person will have any right or obligation hereunder. No party to the applicable Terms Agreement may assign its rights thereunder
without the written consent of the other parties.
SECTION 17. Counterparts.
The Terms Agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
any electronic signature covered by the U.S. federal ESIGN Act or other applicable law, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purposes.
SECTION 18. Applicable
Law. These Standard Provisions and any applicable Terms Agreement and any claim, controversy or dispute arising under or related
to the foregoing will be governed by and construed in accordance with the laws of the State of New York without regard to principles
of conflicts of law.
SECTION 19. Headings.
The headings of the sections of these Standard Provisions have been inserted for convenience of reference only and will not affect
the construction of any of the terms or provisions hereof.
SECTION 20. No Advisory
or Fiduciary Relationships. The Company acknowledges and agrees that (a) the purchase and sale of the Underwritten Securities
pursuant to the Standard Provisions and the applicable Terms Agreement, including the determination of the public offering price
of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between
the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated
hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the
agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed
or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby
or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other
matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations
expressly set forth in the Standard Provisions and the applicable Terms Agreement, (d) the Underwriters and their respective
affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the
Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby
and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
SECTION 21. Compliance
with USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective
clients, including the Company, which information may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their respective clients.
SECTION 22. Submission
to Jurisdiction. Each party hereto hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts
in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to the applicable Terms
Agreement or the transactions contemplated hereby or thereby. Each party hereto waives any objection which it may now or hereafter
have to the laying of venue of any such suit or proceeding in such courts. Each party hereto agrees that final judgment in any
such suit, action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any
court to the jurisdiction of which such party is subject by a suit upon such judgment.
SECTION 23. Waiver
of Jury Trial. Each of the parties to the applicable Terms Agreement hereby waives any right to trial by jury in any suit or
proceeding arising out of or relating to the applicable Terms Agreement.
SECTION 24. Amendments
or Waivers. No amendment or waiver of any provision of the applicable Terms Agreement, nor any consent or approval to any departure
therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
SECTION 25. Recognition
of the U.S. Special Resolution Regimes.
(a) In the event that
any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime
(as defined below), the transfer from such Underwriter of the applicable Terms Agreement, and any interest and obligation in or
under the applicable Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the applicable Terms Agreement, and any such interest and obligation, were governed by the laws of the United
States or a state of the United States.
(b) In the event that
any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights (as defined below) under the applicable Terms Agreement that may be exercised
against such Underwriter 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 applicable Terms Agreement were governed by the laws of the United States or a state of the
United States.
(c) As used in this Section
25:
(i) “BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k).
(ii) “Covered
Entity” means any of the following:
a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii) “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.
(iv) “U.S.
Special Resolution Regime” means each of (x) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder
and (y) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 26. Agreement
and Acknowledgement Relating to EU Bail-in Powers. Notwithstanding and to the exclusion of any other term of the Terms Agreement
or any other agreements, arrangements or understandings between Standard Chartered Bank and any other party to the Terms Agreement,
each of the parties to the Terms Agreement acknowledges and accepts that a BRRD Liability (as defined below) arising under the
Terms Agreement may be subject to the exercise of Bail-in Powers (as defined below) by the Relevant Resolution Authority (as defined
below), and acknowledges, accepts and agrees to be bound by:
(a) the effect of the
exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of Standard Chartered Bank (the
“Relevant BRRD Party”) to such other party under the Terms Agreement, that (without limitation) may include
and result in any of the following, or some combination thereof:
(i) the
reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the
conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Relevant BRRD
Party or another person, and the issue to or conferral on such other party to the Terms Agreement of such shares, securities or
obligations;
(iii) the
cancellation of the BRRD Liability; and
(iv) the
amendment or alteration of any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending
payment for a temporary period; and
(b) the variation of
the terms of the Terms Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in
Powers by the Relevant Resolution Authority.
(c) As used in this Section
26:
(i) “Bail-in
Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any
time implements, the BRRD (as defined below), the relevant implementing law, regulation, rule or requirement as described in the
EU Bail-in Legislation Schedule (as defined below) from time to time;
(ii) “Bail-in
Powers” means any Write-down and Conversion Powers (as defined in the EU Bail-in Legislation Schedule), in relation to
the relevant Bail-in Legislation;
(iii) “BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;
(iv) “BRRD
Liability” means a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in
Legislation may be exercised;
(v) “EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market
Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499; and
(vi) “Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the
Relevant BRRD Party.
SECTION 27. Agreement
and Acknowledgement Relating to UK Bail-in Powers. Notwithstanding and to the exclusion of any other term of the Terms Agreement
or any other agreements, arrangements or understandings between Standard Chartered Bank and any other party to the Terms Agreement,
each of the parties to the Terms Agreement acknowledges and accepts that a UK Bail-in Liability (as defined below) arising under
the Terms Agreement may be subject to the exercise of UK Bail-in Powers (as defined below) by the relevant UK resolution authority,
and acknowledges, accepts and agrees to be bound by:
(a) the effect of the
exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of Standard Chartered
Bank (the “Relevant UK Bail-in Party”) to such other party under the Terms Agreement, that (without limitation)
may include and result in any of the following, or some combination thereof:
(i) the
reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;
(ii) the
conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the relevant
UK Bail-in Party or another person, and the issue to or conferral on such other party to the Terms Agreement of such shares, securities
or obligations;
(iii) the
cancellation of the UK Bail-in Liability; and
(iv) the
amendment or alteration of any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending
payment for a temporary period; and
(b) the variation of
the terms of the Terms Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of
UK Bail-in Powers by the relevant UK resolution authority.
(c) As used in this Section
27:
(i) “UK
Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating
to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise
than through liquidation, administration or other insolvency proceedings);
(ii) “UK
Bail-in Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person
that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a
liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to
have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability; and
(iii) “UK
Bail-in Liability” means a liability in respect of which the UK bail-in powers may be exercised.
Exhibit A
FORM OF OFFICERS’ CERTIFICATE
The undersigned, David Looney, Chief Financial
Officer, and John Gardner, Treasurer, each of Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant
to Section 5(d) of the Standard Provisions attached to the Terms Agreement, dated March 2, 2021 (the “Terms Agreement”),
between the Company and BofA Securities, Inc., as representative of the several underwriters listed therein, certify that, to the
best of their knowledge, after reasonable investigation:
| 1. | There has been no material adverse change (or development involving a prospective material adverse change), in the business,
properties, earnings or financial condition of the Company and its subsidiaries on a consolidated basis from that set forth in
the Company’s last periodic report filed with the Commission under the Exchange Act; |
| 2. | The representations and warranties of the Company in the Terms Agreement are true and correct at and as of the date hereof
with the same force and effect as though expressly made at and as of this date; |
| 3. | The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior
to the date hereof under or pursuant to the Terms Agreement; |
| 4. | No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose
have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission and the Commission
has not notified the Company of any objection to the use of the form of the Registration Statement. |
| 5. | There has not been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that
does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities, including
the Underwritten Securities, by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc. or Fitch Ratings, Inc. |
Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Terms Agreement.
IN WITNESS WHEREOF, we have hereunto signed
our names as of the date first above written.
| |
|
| |
By: |
|
| |
|
Name: |
David Looney |
| |
|
Title: |
Chief Financial Officer |
| |
|
| |
By: |
|
| |
|
Name: |
John Gardner |
| |
|
Title: |
Treasurer |
Exhibit B
Company Additional Written Communication
Electronic
road show of the Company used in connection with the offering of the Notes
