{"id":41074,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-murphy-oil-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-murphy-oil-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-murphy-oil-corp.html","title":{"rendered":"Indenture – Murphy Oil Corp."},"content":{"rendered":"

MURPHY OIL CORPORATION<\/p>\n

as Issuer<\/p>\n

and<\/p>\n

SUNTRUST BANK, NASHVILLE, NA.<\/p>\n

as Trustee<\/p>\n

Indenture<\/p>\n

Dated as of May 4, 1999<\/p>\n

\n

CROSS REFERENCE SHEET* <\/strong><\/p>\n

Between<\/p>\n

Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated
\nas of May 4, 1999 between MURPHY OIL CORPORATION and SUNTRUST BANK, Nashville,
\nN.A., as Trustee:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section of the Act<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section of Indenture<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

310(a)(1)<\/p>\n<\/td>\n

<\/td>\n\n

5.08<\/p>\n<\/td>\n<\/tr>\n

\n

310(a)(3)<\/p>\n<\/td>\n

<\/td>\n\n

Inapplicable<\/p>\n<\/td>\n<\/tr>\n

\n

310(b)<\/p>\n<\/td>\n

<\/td>\n\n

5.12 and 5.09(a), (b) and (d)<\/p>\n<\/td>\n<\/tr>\n

\n

310(c)<\/p>\n<\/td>\n

<\/td>\n\n

Inapplicable<\/p>\n<\/td>\n<\/tr>\n

\n

311(a)<\/p>\n<\/td>\n

<\/td>\n\n

5.13<\/p>\n<\/td>\n<\/tr>\n

\n

311(b)<\/p>\n<\/td>\n

<\/td>\n\n

5.13<\/p>\n<\/td>\n<\/tr>\n

\n

311(c)<\/p>\n<\/td>\n

<\/td>\n\n

Inapplicable<\/p>\n<\/td>\n<\/tr>\n

\n

312(a)<\/p>\n<\/td>\n

<\/td>\n\n

3.06<\/p>\n<\/td>\n<\/tr>\n

\n

312(b)<\/p>\n<\/td>\n

<\/td>\n\n

3.06<\/p>\n<\/td>\n<\/tr>\n

\n

312(c)<\/p>\n<\/td>\n

<\/td>\n\n

4.02(c)<\/p>\n<\/td>\n<\/tr>\n

\n

313(a)<\/p>\n<\/td>\n

<\/td>\n\n

3.08<\/p>\n<\/td>\n<\/tr>\n

\n

313(b)(1)<\/p>\n<\/td>\n

<\/td>\n\n

Inapplicable<\/p>\n<\/td>\n<\/tr>\n

\n

313(b)(2)<\/p>\n<\/td>\n

<\/td>\n\n

3.08<\/p>\n<\/td>\n<\/tr>\n

\n

313(c)<\/p>\n<\/td>\n

<\/td>\n\n

3.08<\/p>\n<\/td>\n<\/tr>\n

\n

313(d)<\/p>\n<\/td>\n

<\/td>\n\n

3.08<\/p>\n<\/td>\n<\/tr>\n

\n

314(a)<\/p>\n<\/td>\n

<\/td>\n\n

3.07<\/p>\n<\/td>\n<\/tr>\n

\n

314(b)<\/p>\n<\/td>\n

<\/td>\n\n

Inapplicable<\/p>\n<\/td>\n<\/tr>\n

\n

314(c)(1) and (2)<\/p>\n<\/td>\n

<\/td>\n\n

10.05<\/p>\n<\/td>\n<\/tr>\n

\n

314(c)(3)<\/p>\n<\/td>\n

<\/td>\n\n

Inapplicable<\/p>\n<\/td>\n<\/tr>\n

\n

314(d)<\/p>\n<\/td>\n

<\/td>\n\n

Inapplicable<\/p>\n<\/td>\n<\/tr>\n

\n

314(e)<\/p>\n<\/td>\n

<\/td>\n\n

10.05<\/p>\n<\/td>\n<\/tr>\n

\n

314(f)<\/p>\n<\/td>\n

<\/td>\n\n

Inapplicable<\/p>\n<\/td>\n<\/tr>\n

\n

315(a), (c) and (d)<\/p>\n<\/td>\n

<\/td>\n\n

5.01<\/p>\n<\/td>\n<\/tr>\n

\n

315(b)<\/p>\n<\/td>\n

<\/td>\n\n

4.11<\/p>\n<\/td>\n<\/tr>\n

\n

315(e)<\/p>\n<\/td>\n

<\/td>\n\n

4.12<\/p>\n<\/td>\n<\/tr>\n

\n

316(a)(1)<\/p>\n<\/td>\n

<\/td>\n\n

4.09<\/p>\n<\/td>\n<\/tr>\n

\n

316(a)(2)<\/p>\n<\/td>\n

<\/td>\n\n

Not required<\/p>\n<\/td>\n<\/tr>\n

\n

316(a) (last sentence)<\/p>\n<\/td>\n

<\/td>\n\n

6.04<\/p>\n<\/td>\n<\/tr>\n

\n

316(b)<\/p>\n<\/td>\n

<\/td>\n\n

4.07<\/p>\n<\/td>\n<\/tr>\n

\n

317(a)<\/p>\n<\/td>\n

<\/td>\n\n

4.02<\/p>\n<\/td>\n<\/tr>\n

\n

317(b)<\/p>\n<\/td>\n

<\/td>\n\n

3.04(a) and (b)<\/p>\n<\/td>\n<\/tr>\n

\n

318(a)<\/p>\n<\/td>\n

<\/td>\n\n

10.07<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

*<\/p>\n<\/td>\n

\n

This Cross Reference Sheet is not part of the Indenture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

PAGE<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 1<\/p>\n

DEFINITIONS<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.01.<\/p>\n<\/td>\n

<\/td>\n\n

Certain Terms Defined<\/em><\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 2<\/p>\n

SECURITIES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2.01.<\/p>\n<\/td>\n

<\/td>\n\n

Forms Generally<\/em><\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.02.<\/p>\n<\/td>\n

<\/td>\n\n

Form of Trustee153s Certificate of Authentication<\/em><\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.03.<\/p>\n<\/td>\n

<\/td>\n\n

Amount Unlimited; Issuable in Series<\/em><\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.04.<\/p>\n<\/td>\n

<\/td>\n\n

Authentication and Delivery of Securities<\/em><\/p>\n<\/td>\n

<\/td>\n\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.05.<\/p>\n<\/td>\n

<\/td>\n\n

Execution of Securities<\/em><\/p>\n<\/td>\n

<\/td>\n\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.06.<\/p>\n<\/td>\n

<\/td>\n\n

Certificate of Authentication<\/em><\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.07.<\/p>\n<\/td>\n

<\/td>\n\n

Denomination and Date of Securities, Payments of Interest<\/em><\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.08.<\/p>\n<\/td>\n

<\/td>\n\n

Registration, Transfer and Exchange<\/em><\/p>\n<\/td>\n

<\/td>\n\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.09.<\/p>\n<\/td>\n

<\/td>\n\n

Mutilated, Defaced, Destroyed, Lost and Stolen Securities<\/em><\/p>\n<\/td>\n

<\/td>\n\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.10.<\/p>\n<\/td>\n

<\/td>\n\n

Cancellation of Securities; Disposition Thereof<\/em><\/p>\n<\/td>\n

<\/td>\n\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.11.<\/p>\n<\/td>\n

<\/td>\n\n

Temporary Securities<\/em><\/p>\n<\/td>\n

<\/td>\n\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.12.<\/p>\n<\/td>\n

<\/td>\n\n

Computation of Interest<\/em><\/p>\n<\/td>\n

<\/td>\n\n

18<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 3<\/p>\n

COVENANTS OF THE ISSUER AND THE TRUSTEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.01.<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Principal and Interest<\/em><\/p>\n<\/td>\n

<\/td>\n\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.02.<\/p>\n<\/td>\n

<\/td>\n\n

Offices for Payments, Etc.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.03.<\/p>\n<\/td>\n

<\/td>\n\n

Appointment to Fill a Vacancy in Office of Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.04.<\/p>\n<\/td>\n

<\/td>\n\n

Paying Agents<\/em><\/p>\n<\/td>\n

<\/td>\n\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.05.<\/p>\n<\/td>\n

<\/td>\n\n

Certificate of the Issuer<\/em><\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.06.<\/p>\n<\/td>\n

<\/td>\n\n

Securityholders Lists<\/em><\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.07.<\/p>\n<\/td>\n

<\/td>\n\n

Reports by the Issuer<\/em><\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.08.<\/p>\n<\/td>\n

<\/td>\n\n

Reports by the Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.09.<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Liens<\/em><\/p>\n<\/td>\n

<\/td>\n\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.10.<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Sale and Lease-Back Transactions<\/em><\/p>\n<\/td>\n

<\/td>\n\n

22<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 4<\/p>\n

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
\nDEFAULT<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.01.<\/p>\n<\/td>\n

<\/td>\n\n

Event of Default Defined; Acceleration of Maturity; Waiver of
\nDefault<\/em><\/p>\n<\/td>\n

<\/td>\n\n

22<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.02.<\/p>\n<\/td>\n

<\/td>\n\n

Collection of Indebtedness by Trustee; Trustee May Prove Debt<\/em><\/p>\n<\/td>\n

<\/td>\n\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.03.<\/p>\n<\/td>\n

<\/td>\n\n

Application of Proceeds<\/em><\/p>\n<\/td>\n

<\/td>\n\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.04.<\/p>\n<\/td>\n

<\/td>\n\n

Suits for Enforcement<\/em><\/p>\n<\/td>\n

<\/td>\n\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.05.<\/p>\n<\/td>\n

<\/td>\n\n

Restoration of Rights on Abandonment of Proceedings<\/em><\/p>\n<\/td>\n

<\/td>\n\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.06.<\/p>\n<\/td>\n

<\/td>\n\n

Limitations on Suits by Securityholders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.07.<\/p>\n<\/td>\n

<\/td>\n\n

Unconditional Right of Securityholders to Institute Certain Suits<\/em>\n<\/p>\n<\/td>\n

<\/td>\n\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.08.<\/p>\n<\/td>\n

<\/td>\n\n

Powers and Remedies Cumulative; Delay or Omission Not Waiver of
\nDefault<\/em><\/p>\n<\/td>\n

<\/td>\n\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.09.<\/p>\n<\/td>\n

<\/td>\n\n

Control By Securityholders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.10.<\/p>\n<\/td>\n

<\/td>\n\n

Waiver of Past Defaults<\/em><\/p>\n<\/td>\n

<\/td>\n\n

31<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.11.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee to Give Notice of Default, But May Withhold in Certain
\nCircumstances<\/em><\/p>\n<\/td>\n

<\/td>\n\n

31<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.12.<\/p>\n<\/td>\n

<\/td>\n\n

Right of Court to Require Filing of Undertaking to Pay Costs<\/em><\/p>\n<\/td>\n

<\/td>\n\n

32<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 5<\/p>\n

CONCERNING THE TRUSTEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.01.<\/p>\n<\/td>\n

<\/td>\n\n

Duties and Responsibilities of The Trustee; During Default; Prior to
\nDefault<\/em><\/p>\n<\/td>\n

<\/td>\n\n

32<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.02.<\/p>\n<\/td>\n

<\/td>\n\n

Certain Rights of the Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

34<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.03.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee Not Responsible for Recitals, Disposition of Securities or
\nApplication of Proceeds Thereof<\/em><\/p>\n<\/td>\n

<\/td>\n\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.04.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee and Agents May Hold Securities, etc.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.05.<\/p>\n<\/td>\n

<\/td>\n\n

Moneys Held by Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.06.<\/p>\n<\/td>\n

<\/td>\n\n

Compensation and Indemnification of Trustee and Its Prior Claim<\/em><\/p>\n<\/td>\n

<\/td>\n\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.07.<\/p>\n<\/td>\n

<\/td>\n\n

Right of Trustee to Rely on Officers153 Certificate, etc.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

36<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.08.<\/p>\n<\/td>\n

<\/td>\n\n

Persons Eligible for Appointment as Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

36<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.09.<\/p>\n<\/td>\n

<\/td>\n\n

Resignation and Removal; Appointment of Successor Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

36<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.10.<\/p>\n<\/td>\n

<\/td>\n\n

Acceptance of Appointment by Successor Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.11.<\/p>\n<\/td>\n

<\/td>\n\n

Merger, Conversion, Consolidation or Succession to Business of
\nTrustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.12.<\/p>\n<\/td>\n

<\/td>\n\n

Preferential Collection of Claims Against the Issuer<\/em><\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 6<\/p>\n

CONCERNING THE SECURITYHOLDERS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 6.01.<\/p>\n<\/td>\n

<\/td>\n\n

Evidence of Action Taken by Securityholders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.02.<\/p>\n<\/td>\n

<\/td>\n\n

Proof of Execution of Instruments and of Holding of Securities; Record
\nDate<\/em><\/p>\n<\/td>\n

<\/td>\n\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.03.<\/p>\n<\/td>\n

<\/td>\n\n

Holders to Be Treated as Owners<\/em><\/p>\n<\/td>\n

<\/td>\n\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.04.<\/p>\n<\/td>\n

<\/td>\n\n

Securities Owned By Issuer Deemed Not Outstanding<\/em><\/p>\n<\/td>\n

<\/td>\n\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.05.<\/p>\n<\/td>\n

<\/td>\n\n

Right of Revocation of Action Taken<\/em><\/p>\n<\/td>\n

<\/td>\n\n

41<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 7<\/p>\n

SUPPLEMENTAL INDENTURES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.01.<\/p>\n<\/td>\n

<\/td>\n\n

Supplemental Indentures Without Consent of Securityholders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.02.<\/p>\n<\/td>\n

<\/td>\n\n

Supplemental Indentures With Consent of Securityholders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.03.<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Supplemental Indenture<\/em><\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.04.<\/p>\n<\/td>\n

<\/td>\n\n

Documents to Be Given to Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.05.<\/p>\n<\/td>\n

<\/td>\n\n

Notation on Securities in Respect of Supplemental Indentures<\/em><\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 8<\/p>\n

CONSOLIDATION, MERGER, SALE OR CONVEYANCE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 8.01.<\/p>\n<\/td>\n

<\/td>\n\n

Issuer May Consolidate, Etc., on Certain Terms<\/em><\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.02.<\/p>\n<\/td>\n

<\/td>\n\n

Successor Corporation Substituted<\/em><\/p>\n<\/td>\n

<\/td>\n\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.03.<\/p>\n<\/td>\n

<\/td>\n\n

Opinion of Counsel to Trustee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

45<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 9<\/p>\n

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 9.01.<\/p>\n<\/td>\n

<\/td>\n\n

Satisfaction and Discharge of Indenture<\/em><\/p>\n<\/td>\n

<\/td>\n\n

46<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.02.<\/p>\n<\/td>\n

<\/td>\n\n

Application by Trustee of Funds Deposited for Payment of Securities<\/em>\n<\/p>\n<\/td>\n

<\/td>\n\n

47<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.03.<\/p>\n<\/td>\n

<\/td>\n\n

Repayment of Moneys Held by Paying Agent<\/em><\/p>\n<\/td>\n

<\/td>\n\n

47<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.04.<\/p>\n<\/td>\n

<\/td>\n\n

Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two
\nYears<\/em><\/p>\n<\/td>\n

<\/td>\n\n

47<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 10<\/p>\n

MISCELLANEOUS PROVISIONS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 10.01.<\/p>\n<\/td>\n

<\/td>\n\n

Incorporators, Stockholders, Officer and Directors of Issuer Exempt from
\nIndividual Liability<\/em><\/p>\n<\/td>\n

<\/td>\n\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.02.<\/p>\n<\/td>\n

<\/td>\n\n

Provisions of Indenture for the Sole Benefit of Parties and
\nSecurityholders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.03.<\/p>\n<\/td>\n

<\/td>\n\n

Successors and Assigns of Issuer Bound by Indenture<\/em><\/p>\n<\/td>\n

<\/td>\n\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.04.<\/p>\n<\/td>\n

<\/td>\n\n

Notices and Demands on Issuer, Trustee and Securityholders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.05.<\/p>\n<\/td>\n

<\/td>\n\n

Officers153 Certificates and Opinions of Counsel; Statement to Be Contained
\nTherein<\/em><\/p>\n<\/td>\n

<\/td>\n\n

49<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.06.<\/p>\n<\/td>\n

<\/td>\n\n

Payments Due on Saturdays, Sundays and Holidays<\/em><\/p>\n<\/td>\n

<\/td>\n\n

50<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.07.<\/p>\n<\/td>\n

<\/td>\n\n

Conflict of any Provision of Indenture with Trust Indenture Act of
\n1939<\/em><\/p>\n<\/td>\n

<\/td>\n\n

50<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.08.<\/p>\n<\/td>\n

<\/td>\n\n

New York Law to Govern<\/em><\/p>\n<\/td>\n

<\/td>\n\n

50<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.09.<\/p>\n<\/td>\n

<\/td>\n\n

Counterparts<\/em><\/p>\n<\/td>\n

<\/td>\n\n

50<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.10.<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Headings<\/em><\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.11.<\/p>\n<\/td>\n

<\/td>\n\n

Separability Clause<\/em><\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 11<\/p>\n

REDEMPTION OF SECURITIES AND SINKING FUNDS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 11.01.<\/p>\n<\/td>\n

<\/td>\n\n

Applicability of Article<\/em><\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.02.<\/p>\n<\/td>\n

<\/td>\n\n

Notice of Redemption; Partial Redemptions<\/em><\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.03.<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Securities Called for Redemption<\/em><\/p>\n<\/td>\n

<\/td>\n\n

52<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.04.<\/p>\n<\/td>\n

<\/td>\n\n

Exclusion of Certain Securities from Eligibility for Selection for
\nRedemption<\/em><\/p>\n<\/td>\n

<\/td>\n\n

53<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.05.<\/p>\n<\/td>\n

<\/td>\n\n

Mandatory and Optional Sinking Funds<\/em><\/p>\n<\/td>\n

<\/td>\n\n

53<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 12<\/p>\n

DEFEASANCE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 12.01.<\/p>\n<\/td>\n

<\/td>\n\n

Issuer153s Option To Effect Defeasance<\/em><\/p>\n<\/td>\n

<\/td>\n\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

Section 12.02.<\/p>\n<\/td>\n

<\/td>\n\n

Defeasances and Discharge<\/em><\/p>\n<\/td>\n

<\/td>\n\n

56<\/p>\n<\/td>\n<\/tr>\n

\n

Section 12.03.<\/p>\n<\/td>\n

<\/td>\n\n

Covenant Defeasance<\/em><\/p>\n<\/td>\n

<\/td>\n\n

56<\/p>\n<\/td>\n<\/tr>\n

\n

Section 12.04.<\/p>\n<\/td>\n

<\/td>\n\n

Conditions to Defeasance<\/em><\/p>\n<\/td>\n

<\/td>\n\n

56<\/p>\n<\/td>\n<\/tr>\n

\n

Section 12.05.<\/p>\n<\/td>\n

<\/td>\n\n

Deposited Money and U.S. Government Obligations to Be Held in Trust;
\nReinstatement; Miscellaneous<\/em><\/p>\n<\/td>\n

<\/td>\n\n

58<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

TESTIMONTUM<\/p>\n<\/td>\n

<\/td>\n\n

59<\/p>\n<\/td>\n<\/tr>\n

\n

SIGNATURES<\/p>\n<\/td>\n

<\/td>\n\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

ACKNOWLEDGMENTS<\/p>\n<\/td>\n

<\/td>\n\n

61<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iv<\/p>\n

\n

THIS INDENTURE, dated as of May 4, 1999 between MURPHY OIL CORPORATION (the
\n“Issuer<\/strong>“), a corporation organized under the laws of the State
\nof Delaware, and SUNTRUST BANK, NASHVILLE, N.A., a national banking association
\n(the “Trustee<\/strong>“).<\/p>\n

WITNESSETH: <\/strong><\/p>\n

WHEREAS, the Issuer has duly authorized the issue from time to time of its
\nunsecured debentures, notes or other evidences of Indebtedness to be issued in
\none or more series (the “Securities<\/strong>“) up to such principal
\namount or amounts as may from time to time be authorized in accordance with the
\nterms of this Indenture and to provide, among other things, for the
\nauthentication, delivery and administration thereof, the Issuer has duly
\nauthorized the execution and delivery of this Indenture; and<\/p>\n

WHEREAS, all things necessary to make this Indenture a valid indenture and
\nagreement according to its terms have been done;<\/p>\n

NOW, THEREFORE:<\/p>\n

In consideration of the premises and the purchases of the Securities by the
\nholders thereof, the Issuer and the Trustee mutually covenant and agree for the
\nequal and proportionate benefit of the respective holders from time to time of
\nthe Securities or of a series thereof as follows:<\/p>\n

ARTICLE 1<\/p>\n

DEFINITIONS<\/p>\n

Section 1.01. Certain Terms Defined. <\/em>The following terms (except as
\notherwise expressly provided or unless the context otherwise clearly requires)
\nfor all purposes of this Indenture and of any indenture supplemental hereto
\nshall have the respective meanings specified in this Article. All other terms
\nused in this Indenture that are defined in the Trust Indenture Act of 1939 or
\nthe definitions of which in the Securities Act of 1933 are referred to in the
\nTrust Indenture Act of 1939, including terms defined therein by reference to the
\nSecurities Act of 1933 (except as herein otherwise expressly provided or unless
\nthe context otherwise clearly requires), shall have the meanings assigned to
\nsuch terms in said Trust Indenture Act and in said Securities Act as in force at
\nthe date of this Indenture. All accounting terms used herein and not expressly
\ndefined shall have the meanings assigned to such terms in accordance with
\ngenerally accepted accounting principles, and the term “generally
\naccepted accounting principles<\/strong>” means such accounting principles as are
\ngenerally accepted at the time of any computation. The words
\n“herein<\/strong>“, “hereof<\/strong>” and
\n“hereunder<\/strong>” and other words of similar import refer to this
\nIndenture as a whole and not to any particular Article, Section or other
\nsubdivision. The terms defined in this Article have the meanings assigned to
\nthem in this Article and include the plural as well as the singular.<\/p>\n

\n

“Board of Directors<\/strong>” means either the Board of Directors of
\nthe Issuer or any committee of such Board duly authorized to act hereunder.<\/p>\n

“Business Day<\/strong>” means, with respect to any Security, a day
\nthat in the city (or in any of the cities, if more than one) in which amounts
\nare payable, as specified in the form of such Security, is not a day on which
\nbanking institutions are authorized by law or regulation to close.<\/p>\n

“Capital Lease Obligations<\/strong>” means any obligation to pay rent
\nor other amounts under a lease of (or other agreement conveying the right to
\nuse) real or personal property that is required to be classified and accounted
\nfor as a capital lease obligation under generally accepted accounting
\nprinciples, and, for the purposes of this Indenture, the amount of such
\nobligation at any date shall be the capitalized amount thereof at such date,
\ndetermined in accordance with such principles.<\/p>\n

“Capital Stock<\/strong>” means any and all shares, interests,
\nparticipations, rights or other equivalents (however designated) of corporate
\nstock.<\/p>\n

“Commission<\/strong>” means the Securities and Exchange Commission,
\nas from time to time constituted, created under the Securities Exchange Act of
\n1934, or if at any time after the execution and delivery of this Indenture such
\nCommission is not existing and performing the duties now assigned to it under
\nthe Trust Indenture Act, then the body performing such duties on such date.<\/p>\n

“Consolidated Net Assets<\/strong>” means the total of all assets
\n(less depreciation and amortization reserves and other valuation reserves and
\nloss reserves) which, under generally accepted accounting principles, would
\nappear on the asset side of a consolidated balance sheet of the Company and its
\nSubsidiaries, less the aggregate of all liabilities, deferred credits, minority
\nshareholders153 interests in Subsidiaries, reserves and other items which, under
\nsuch principles, would appear on the liability side of such consolidated balance
\nsheet, except Funded Indebtedness and Stockholders153 Equity; provided, however,
\nthat in determining Consolidated Net Assets, there shall not be included as
\nassets, (i) all assets (other than goodwill, which shall be included) which
\nwould be classified as intangible assets under generally accepted accounting
\nprinciples, including, without limitation, patents, trademarks, copyrights and
\nunamortized debt discount and expense, (ii) any treasury stock carried as an
\nasset, or (iii) any write-ups of capital assets (other than write-ups resulting
\nfrom the acquisition of stock or assets of another corporation or business).\n<\/p>\n

“Corporate Trust Office<\/strong>” means the office of the Trustee at
\nwhich the corporate trust business of the Trustee shall, at any particular time,
\nbe principally administered, which office is, at the date as of which this
\nIndenture is dated, located at Sixth Floor, SunTrust Center, 424 Church Street,
\nNashville, Tennessee 37219.<\/p>\n

2<\/p>\n

\n

“Debt<\/strong>” shall have the meaning set forth in Section 3.09.\n<\/p>\n

“Depositary<\/strong>” means, with respect to the Securities of any
\nseries issuable or issued in the form of one or more Global Securities, the
\nPerson designated as Depositary by the Issuer pursuant to Section 2.03 until a
\nsuccessor Depositary shall have become such pursuant to the applicable
\nprovisions of this Indenture, and thereafter “Depositary<\/strong>” shall
\nmean or include each Person who is then a Depositary hereunder, and if at any
\ntime there is more than one such Person, “Depositary<\/strong>” as used
\nwith respect to the Securities of that series shall mean the Depositary with
\nrespect to the Global Securities of that series.<\/p>\n

“Event of Default<\/strong>” means any event or condition specified as
\nsuch in Section 4.01.<\/p>\n

“Funded Indebtedness<\/strong>” of any Person means all indebtedness
\nfor borrowed money created, incurred, assumed or guaranteed in any manner by
\nsuch Person, and all indebtedness incurred or assumed by such Person in
\nconnection with the acquisition of any business, property or asset, which in
\neach case matures more than one year after, or which by its terms is renewable
\nor extendible or payable out of the proceeds of similar indebtedness incurred
\npursuant to the terms of any revolving credit agreement or any similar agreement
\nat the option of such Person for a period ending more than one year after the
\ndate as of which Funded Indebtedness is being determined (excluding any amount
\nthereof which is included in current liabilities); provided, however<\/em>,
\nthat Funded Indebtedness shall not include: (i) any indebtedness for the
\npayment, redemption or satisfaction of which money (or evidences of
\nindebtedness, if permitted under the instrument creating or evidencing such
\nindebtedness) in the necessary amount shall have been irrevocably deposited in
\ntrust with a trustee or proper depository either on or before the maturity or
\nredemption date thereof or (ii) any indebtedness of such Person to any of its
\nsubsidiaries or of any subsidiary to such Person or any other subsidiary or
\n(iii) any indebtedness incurred in connection with the financing of operating,
\nconstruction or acquisition projects, provided that the recourse for such
\nindebtedness is limited to the assets of such projects.<\/p>\n

“Global Security<\/strong>” means a Security evidencing all or a part
\nof a series of Securities, issued to the Depositary for such series in
\naccordance with Section 2.05, and bearing the legend prescribed in Section 2.05.\n<\/p>\n

“Holder<\/strong>“, “holder of Securities<\/strong>“,
\n“Securityholder<\/strong>” or other similar terms mean the Person in
\nwhose name a Security is registered in the security register kept by the Issuer
\nfor the purpose in accordance with the terms hereof.<\/p>\n

“Indebtedness<\/strong>” means (a) any liability of any Person (I) for
\nborrowed money, or any non-contingent reimbursement obligation relating to a
\nletter of credit, or (2) evidenced by a bond, note, debenture or similar
\ninstrument (including a purchase money obligation) given in connection with the
\nacquisition of any businesses, properties or assets of any kind (other than a
\ntrade payable or a current<\/p>\n

3<\/p>\n

\n

liability arising in the ordinary course of business), or (3) for the payment
\nof money relating to a Capital Lease Obligation; (b) any liability of others
\ndescribed in the preceding clause (a) that the Person has guaranteed or that is
\notherwise its legal liability; and (c) any amendment, supplement, modification,
\ndeferral, renewal, extension or refunding of any liability of the types referred
\nto in clauses (a) and (b) above.<\/p>\n

“Indenture<\/strong>” means this instrument as originally executed and
\ndelivered or, if amended or supplemented as herein provided, as so amended or
\nsupplemented or both, and shall include the forms and terms of particular series
\nof Securities established as contemplated hereunder.<\/p>\n

“Interest<\/strong>” means, when used with respect to non-interest
\nbearing Securities, interest payable after maturity.<\/p>\n

“Issuer<\/strong>” means Murphy Oil Corporation, a corporation
\norganized under the laws of the State of Delaware, and, subject to Article 8,
\nits successors and assigns.<\/p>\n

“Issuer Order<\/strong>” means a written statement, request or order
\nof the Issuer signed in its name by the chairman of the Board of Directors, the
\npresident, any vice president or the treasurer of the Issuer.<\/p>\n

“Mortgage<\/strong>” shall have the meaning set forth in Section 3.09.\n<\/p>\n

“New York Agency<\/strong>” means the office of Harris Trust Company
\nof New York, serving as agent of the Trustee in The City of New York, which
\noffice is, at the date as of which this Indenture is dated, located at
\nNineteenth Floor, 88 Pine Street, New York, New York 10005.<\/p>\n

“Officers153 Certificate<\/strong>” means a certificate signed by the
\nchairman of the Board of Directors or the president or any vice president and by
\nthe treasurer or the secretary or any assistant secretary of the Issuer and
\ndelivered to the Trustee. Each such certificate shall comply with Section 314 of
\nthe Trust Indenture Act of 1939 and include the statements provided for in
\nSection 10.05 hereof, if and to the extent that such sections are applicable.\n<\/p>\n

“Opinion of Counsel<\/strong>” means an opinion in writing signed by
\nlegal counsel who may be an employee of or counsel to the Issuer and who shall
\nbe satisfactory to the Trustee. Each such opinion shall comply with Section 314
\nof the Trust Indenture Act of 1939 and include the statements provided for in
\nSection 10.05 hereof, if and to the extent that such sections are applicable.\n<\/p>\n

“Original Issue Discount Security<\/strong>” means any Security that
\nprovides for an amount less than the principal amount thereof to be due and
\npayable upon a declaration of acceleration of the maturity thereof pursuant to
\nSection 4.01.<\/p>\n

4<\/p>\n

\n

“Outstanding<\/strong>“, when used with reference to Securities,
\nshall, subject to the provisions of Section 6.04, mean, as of any particular
\ntime, all Securities authenticated and delivered by the Trustee under this
\nIndenture, except<\/p>\n

(a) Securities theretofore canceled by the Trustee or delivered to the
\nTrustee for cancellation;<\/p>\n

(b) Securities, or portions thereof, for the payment or redemption of which
\nmoneys in the necessary amount shall have been deposited in trust with the
\nTrustee or with any paying agent (other than the Issuer) or shall have been set
\naside, segregated and held in trust by the Issuer for the holders of such
\nSecurities (if the Issuer shall act as its own paying agent), provided
\n<\/em>that if such Securities, or portions thereof, are to be redeemed prior to
\nthe maturity thereof, notice of such redemption shall have been given as herein
\nprovided, or provision satisfactory to the Trustee shall have been made for
\ngiving such notice; and<\/p>\n

(c) Securities in substitution for which other Securities shall have been
\nauthenticated and delivered, or which shall have been paid, pursuant to the
\nterms of Section 2.09 (except with respect to any such Security as to which
\nproof satisfactory to the Trustee is presented that such Security is held by a
\nperson in whose hands such Security is a legal, valid and binding obligation of
\nthe Issuer).<\/p>\n

In determining whether the holders of the requisite principal amount of
\nOutstanding Securities of any or all series have given any request, demand,
\nauthorization, direction, notice, consent or waiver hereunder, the principal
\namount of an Original Issue Discount Security that shall be deemed to be
\nOutstanding for such purposes shall be the amount of the principal thereof that
\nwould be due and payable as of the date of such determination upon a declaration
\nof acceleration of the maturity thereof pursuant to Section 4.01.<\/p>\n

“Periodic Offering<\/strong>” means an offering of Securities of a
\nseries from time to time, the specific terms of which Securities, including,
\nwithout limitation, the rate or rates of interest, if any, thereon, the stated
\nmaturity or maturities thereof and the redemption provisions, if any, with
\nrespect thereto, are to be determined by the Issuer or its agents upon the
\nissuance of such Securities.<\/p>\n

“Person<\/strong>” means any individual, corporation, partnership,
\njoint venture, association, joint stock company, trust, unincorporated
\norganization or government or any agency or political subdivision thereof.<\/p>\n

“principal<\/strong>” whenever used with reference to the Securities
\nor any Security or any portion thereof, shall be deemed to include “and premium,
\nif any”.<\/p>\n

“Principal Property<\/strong>” means all property and equipment
\ndirectly engaged in the exploration, production, refining, marketing and
\ntransportation activities of the Issuer and its Subsidiaries, except any such
\nproperty and equipment which the Board of Directors declares is not material to
\nthe business of the Issuer and its Subsidiaries taken as a whole.<\/p>\n

5<\/p>\n

\n

“Responsible Officer<\/strong>” when used with respect to the Trustee
\nmeans the chairman of the board of directors, any vice chairman of the board of
\ndirectors, the chairman of the trust committee, the chairman of the executive
\ncommittee, any vice chairman of the executive committee, the president, any vice
\npresident, the cashier, the secretary, the treasurer, any senior trust officer,
\nany trust officer, any assistant trust officer, any assistant vice president,
\nany assistant cashier, any assistant secretary, any assistant treasurer, or any
\nother officer or assistant officer of the Trustee customarily performing
\nfunctions similar to those performed by the persons who at the time shall be
\nsuch officers, respectively, or to whom any corporate trust matter is referred
\nbecause of his knowledge of and familiarity with the particular subject.<\/p>\n

“Restricted Subsidiary<\/strong>” means any Subsidiary of the Issuer
\nthat owns a Principal Property and has Stockholders153 Equity that is greater than
\n2% of the Consolidated Net Assets of the Issuer.<\/p>\n

“Sale and Lease-Back Transaction<\/strong>” shall have the meaning set
\nforth in Section 3.10.<\/p>\n

“Security<\/strong>” or “Securities<\/strong>” has the meaning
\nstated in the first recital of this Indenture, or, as the case may be,
\nSecurities that have been authenticated and delivered under this Indenture.<\/p>\n

“Senior Funded Indebtedness<\/strong>” means any Funded Indebtedness
\nwhich is also Senior Indebtedness.<\/p>\n

“Senior Indebtedness<\/strong>” shall mean the principal of and
\npremium, if any, and interest on (including interest accruing after the filing
\nof a petition initiating any proceeding pursuant to any bankruptcy law) and
\nother amounts due on or in connection with any Indebtedness of the Issuer,
\nwhether outstanding on the date of this Indenture or hereafter created, incurred
\nor assumed, unless, in the case of any particular Indebtedness, the instrument
\ncreating or evidencing the same or pursuant to which the same is outstanding
\nexpressly provides that such Indebtedness shall be subordinated to the
\nSecurities. Notwithstanding the foregoing, Senior Indebtedness shall not include
\nIndebtedness of the Issuer to a Subsidiary of the Issuer for money borrowed or
\nadvanced from such Subsidiary.<\/p>\n

“Stockholders153 Equity<\/strong>” means the aggregate of (however
\ndesignated) capital, capital stock (including preferred stock), capital surplus,
\ncapital in excess of par value of stock, earned surplus, net income retained for
\nuse in the business and cumulative foreign exchange translation adjustments,
\nafter deducting the cost of shares of the Issuer held in its treasury.<\/p>\n

6<\/p>\n

\n

“Subsidiary<\/strong>” means (i) any corporation of which more than
\n50% of the total voting power of shares of Capital Stock entitled (without
\nregard to the occurrence of any contingency) to vote in the election of
\ndirectors thereof is at the time directly or indirectly owned by the Issuer or
\nby the Issuer and one or more Subsidiaries or by one or more Subsidiaries, and
\n(ii) any limited partnership in which the Issuer or a Subsidiary is a general
\npartner and in which more than 50% of the voting interests thereof is at the
\ntime directly or indirectly owned by the Issuer or by the Issuer and one or more
\nSubsidiaries or by one or more Subsidiaries. The term “subsidiary”, when used
\nwith respect to any Person other than the Issuer, shall have a meaning
\ncorrelative to the foregoing.<\/p>\n

“Trust Indenture Act of 1939<\/strong>” (except as otherwise provided
\nin Sections 7.01 and 7.02) means the Trust Indenture Act of 1939 as in force at
\nthe date as of which this Indenture was originally executed.<\/p>\n

“Trustee<\/strong>” means the Person identified as “Trustee” in the
\nfirst paragraph hereof and, subject to the provisions of Article 5, shall also
\ninclude any successor trustee. “Trustee<\/strong>” shall also mean or
\ninclude each Person who is then a trustee hereunder and if at any time there is
\nmore than one such Person, “Trustee<\/strong>” as used with respect to
\nthe Securities of any series shall mean the trustee with respect to the
\nSecurities of such series.<\/p>\n

“U.S. Government Obligations<\/strong>” shall have the meaning set
\nforth in Section 9.01.<\/p>\n

“vice president<\/strong>” when used with respect to the Issuer or the
\nTrustee, means any vice president, whether or not designated by a number or a
\nword or words added before or after the title of “vice president”.<\/p>\n

“Yield to Maturity<\/strong>” means the yield to maturity on a series
\nof Securities, calculated at the time of issuance of such series, or, if
\napplicable, at the most recent redetermination of interest on such series, and
\ncalculated in accordance with accepted financial practice.<\/p>\n

ARTICLE 2<\/p>\n

SECURITIES<\/p>\n

Section 2.01. Forms Generally. <\/em>The Securities of each series shall
\nbe substantially in such form (not inconsistent with this Indenture) as shall be
\nestablished by or pursuant to a resolution of the Board of Directors (as set
\nforth in such resolution or, to the extent established pursuant to rather than
\nset forth in such resolution, an Officers153 Certificate detailing such
\nestablishment) or in one or more indentures supplemental hereto, in each case
\nwith such appropriate insertions, omissions, substitutions and other variations
\nas are required or permitted by this Indenture and may have imprinted or
\notherwise reproduced thereon such legend or legends, not<\/p>\n

7<\/p>\n

\n

inconsistent with the provisions of this Indenture, as may be required to
\ncomply with any law or with any rules or regulations pursuant thereto, or with
\nany rules of any securities exchange or to conform to general usage, all as may
\nbe determined by the officers executing such Securities, as evidenced by their
\nexecution of the Securities.<\/p>\n

The definitive Securities shall be printed, lithographed or engraved on steel
\nengraved borders, all as determined by the officers executing such Securities,
\nas evidenced by their execution of such Securities.<\/p>\n

Section 2.02. Form of Trustee153s Certificate of Authentication. <\/em>The
\nTrustee153s certificate of authentication on all Securities shall be in
\nsubstantially the following form:<\/p>\n

This is one of the Securities of the series designated herein and referred to
\nin the within-mentioned Indenture.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SUNTRUST BANK, NASHVILLE, N.A.,
\nas Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 2.03. Amount Unlimited; Issuable in Series. <\/em>The aggregate
\nprincipal amount of Securities which may be authenticated and delivered under
\nthis Indenture is unlimited.<\/p>\n

The Securities may be issued in one or more series. There shall be
\nestablished in or pursuant to a resolution of the Board of Directors and set
\nforth in an Officers153 Certificate, or established in one or more indentures
\nsupplemental hereto, prior to the issuance of Securities of any series,<\/p>\n

(1) the title of the Securities of the series (which shall distinguish the
\nSecurities of the series from all other Securities);<\/p>\n

(2) any limit upon the aggregate principal amount of the Securities of the
\nseries that may be authenticated and delivered under this Indenture (except for
\nSecurities authenticated and delivered upon registration of transfer of, or in
\nexchange for, or in lieu of, other Securities of the series pursuant to Section
\n2.08, 2.09, 2.11, 7.05 or 11.03);<\/p>\n

(3) the date or dates on which the principal of the Securities of the series
\nis payable;<\/p>\n

(4) if other than the coin or currency of the United States, the coin or
\ncurrency in which the Securities of that series are denominated, the coin or
\ncurrency in which payment of the principal of or interest, if any, on the
\nSecurities of that series shall be payable and the method of valuing that coin
\nor currency for purposes of determining the aggregate principal amount of
\nSecurities of that series then Outstanding and the amount to be paid to satisfy
\na judgment denominated in the coin or currency of the United States;<\/p>\n

8<\/p>\n

\n

(5) the rate or rates at which the Securities of the series shall bear
\ninterest, if any, or the method by which such rate shall be determined, the date
\nor dates from which such interest shall accrue, the interest payment dates on
\nwhich such interest shall be payable and the record dates for the determination
\nof Holders to whom interest is payable;<\/p>\n

(6) the place or places where the principal of and any interest on Securities
\nof the series shall be payable (if other than as provided in Section 3.02);<\/p>\n

(7) the price or prices at which, the period or periods within which and the
\nterms and conditions upon which Securities of the series may be redeemed, in
\nwhole or in part, at the option of the Issuer, pursuant to any sinking fund or
\notherwise;<\/p>\n

(8) if other than denominations of $1,000 and any multiple thereof, the
\ndenominations in which Securities of the series shall be issuable;<\/p>\n

(9) the obligation, if any, of the Issuer to redeem, purchase or repay
\nSecurities of the series pursuant to any sinking fund or analogous provisions or
\nat the option of a Holder thereof and the price or prices at which and the
\nperiod or periods within which and the terms and conditions upon which
\nSecurities of the series shall be redeemed, purchased or repaid, in whole or in
\npart, pursuant to such obligation;<\/p>\n

(10) if other than the principal amount thereof, the portion of the principal
\namount of Securities of the series which shall be payable upon declaration of
\nacceleration of the maturity thereof pursuant to Section 4.01 or provable in
\nbankruptcy pursuant to Section 4.02;<\/p>\n

(11) if the amount of payments of principal of and interest on the Securities
\nof the series may be determined with reference to an index based on a coin or
\ncurrency other than that in which the Securities of the series are denominated,
\nthe manner in which such amounts shall be determined;<\/p>\n

(12) whether and under what circumstances the Issuer will pay additional
\namounts on the Securities of the series held by a person who is not a U.S.
\nperson in respect of any tax, assessment or governmental charge withheld or
\ndeducted and, if so, whether the Issuer will have the option to redeem such
\nSecurities rather than pay such additional amounts;<\/p>\n

9<\/p>\n

\n

(13) any trustees, authenticating or paying agents, transfer agents or
\nregistrars or any other agents with respect to the Securities of such series;\n<\/p>\n

(14) any other events of default or covenants with respect to the Securities
\nof such series;<\/p>\n

(15) whether the Securities of the series shall be issued in the form of one
\nor more Global Securities and, in such case, the Depositary for such Global
\nSecurity or Securities; and<\/p>\n

(16) any other terms of the series (which terms shall not be inconsistent
\nwith the provisions of this Indenture).<\/p>\n

All Securities of any one series shall be substantially identical except as
\nto denomination and except as may otherwise be provided in or pursuant to such
\nresolution of the Board of Directors or Officers153 Certificate or in any such
\nindenture supplemental hereto. All Securities of any one series need not be
\nissued at the same time and may be issued from time to time, consistent with the
\nterms of this Indenture, if so provided by or pursuant to such a resolution of
\nthe Board of Directors, such Officer153s Certificate or in any such indenture
\nsupplemental hereto.<\/p>\n

Section 2.04. Authentication and Delivery of Securities. <\/em>At any time
\nand from time to time after the execution and delivery of this Indenture, the
\nIssuer may deliver Securities of any series executed by the Issuer to the
\nTrustee for authentication, and the Trustee shall thereupon authenticate and
\ndeliver such Securities to or upon the written order of the Issuer (contained in
\nthe Issuer Order referred to below in this Section), or pursuant to such
\nprocedures acceptable to the Trustee and to such recipients as may be specified
\nfrom time to time by an Issuer Order. The maturity date, original issue date,
\ninterest rate and any other terms of the Securities of such series may, if not
\npreviously established by a Board Resolution, Officers153 Certificate or indenture
\nsupplemental hereto pursuant to Section 2.03, be determined by or pursuant to
\nsuch Issuer Order and procedures. If provided for in such procedures, such
\nIssuer Order may authorize authentication and delivery pursuant to oral
\ninstructions from the Issuer or its duly authorized agent, which instructions
\nshall be promptly confirmed in writing. In authenticating such Securities and
\naccepting the additional responsibilities under this Indenture in relation to
\nsuch Securities the Trustee shall be entitled to receive (in the case of
\nsubparagraphs 1, 2, 3 and 4 below only at or before the time of the first
\nrequest of the Issuer to the Trustee to authenticate Securities of such series),
\nand (subject to Section 5.01) shall be fully protected in relying upon, unless
\nand until such documents have been superseded or revoked:<\/p>\n

(1) a copy of any resolution or resolutions of the Board of Directors
\nrelating to such series, in each case certified by the Secretary or an Assistant
\nSecretary of the Issuer;<\/p>\n

10<\/p>\n

\n

(2) an executed supplemental indenture, if any;<\/p>\n

(3) an Officers153 Certificate setting forth the form and terms, or the manner
\nof establishing the terms, of the Securities as required pursuant to Section
\n2.01 and 2.03, respectively and prepared in accordance with Section 10.05;<\/p>\n

(4) an Opinion of Counsel, prepared in accordance with Section 10.05, to the
\neffect that<\/p>\n

(a) the form or forms of such Securities have been established by or pursuant
\nto a resolution of the Board of Directors or by a supplemental indenture as
\npermitted by Section 2.01 and 2.03 in conformity with the provisions of this
\nIndenture;<\/p>\n

(b) in the case of an underwritten offering, the terms of the Securities have
\nbeen duly authorized and established in conformity with the provisions of this
\nIndenture, and, in the case of a Periodic Offering, certain terms of the
\nSecurities have been established pursuant to a resolution of the Board of
\nDirectors, an Officers153 Certificate or a supplemental indenture in accordance
\nwith this Indenture, and when such other terms as are to be established pursuant
\nto procedures set forth in an Issuer Order shall have been established, all such
\nterms will have been duly authorized by the Issuer and will have been
\nestablished in conformity with the provisions of this Indenture;<\/p>\n

(c) such Securities, when authenticated and delivered by the Trustee and
\nissued by the Issuer in the manner and subject to any conditions specified in
\nsuch Opinion of Counsel, will constitute valid and binding obligations of the
\nIssuer;<\/p>\n

(d) all laws and requirements in respect of the execution and delivery by the
\nIssuer of the Securities have been complied with; and<\/p>\n

(e) covering such other matters as the Trustee may reasonably request.<\/p>\n

(5) an Issuer Order requesting such authentication and setting forth delivery
\ninstructions if the Securities are not to be delivered to the Issuer, provided
\nthat, with respect to Securities of a series subject to a Periodic Offering, (a)
\nsuch Issuer Order may be delivered by the Issuer to the Trustee prior to the
\ndelivery to the Trustee of such Securities for authentication and delivery, (b)
\nthe Trustee shall authenticate and deliver Securities of such series for
\noriginal issue from time to time, in an aggregate principal amount not exceeding
\nthe aggregate principal amount established for such series, pursuant to an
\nIssuer<\/p>\n

11<\/p>\n

\n

Order or pursuant to procedures acceptable to the Trustee as may be specified
\nfrom time to time by an Issuer Order, (c) the maturity date or dates, original
\nissue date or dates, interest rate or rates and any other terms of Securities of
\nsuch series shall be determined by an Issuer Order or pursuant to such
\nprocedures and (d) if provided for in such procedures, such Issuer Order may
\nauthorize authentication and delivery pursuant to oral or electronic
\ninstructions from the Issuer or its duly authorized agent or agents, which oral
\ninstructions shall be promptly confirmed in writing;<\/p>\n

The Trustee shall have the right to decline to authenticate and deliver any
\nSecurities under this Section if the Trustee, being advised by counsel,
\ndetermines that such action may not lawfully be taken by the Issuer or if the
\nTrustee in good faith by its board of directors or board of trustees, executive
\ncommittee, or a trust committee of directors or trustees or Responsible Officers
\nshall determine that such action would expose the Trustee to personal liability
\nto existing Holders or would affect the Trustee153s own rights, duties or
\nimmunities under the Securities, this Indenture or otherwise.<\/p>\n

Section 2.05. Execution of Securities. <\/em>The Securities shall be
\nsigned on behalf of the Issuer by both (a) the chairman of its Board of
\nDirectors or any vice chairman of its Board of Directors or its president or any
\nvice president and (b) by its treasurer or any assistant treasurer or its
\nsecretary or any assistant secretary, under its corporate seal which may, but
\nneed not, be attested. Such signatures may be the manual or facsimile signatures
\nof the present or any future such officers. The seal of the Issuer may be in the
\nform of a facsimile thereof and may be impressed, affixed, imprinted or
\notherwise reproduced on the Securities. Typographical and other minor errors or
\ndefects in any such reproduction of the seal or any such signature shall not
\naffect the validity or enforceability of any Security that has been duly
\nauthenticated and delivered by the Trustee.<\/p>\n

In case any officer of the Issuer who shall have signed any of the Securities
\nshall cease to be such officer before the Security so signed shall be
\nauthenticated and delivered by the Trustee or disposed of by the Issuer, such
\nSecurity nevertheless may be authenticated and delivered or disposed of as
\nthough the person who signed such Security had not ceased to be such officer of
\nthe Issuer; and any Security may be signed on behalf of the Issuer by such
\npersons as, at the actual date of the execution of such Security, shall be the
\nproper officers of the Issuer, although at the date of the execution and
\ndelivery of this Indenture any such person was not such an officer.<\/p>\n

If the Issuer shall establish pursuant to Section 2.03 that the Securities of
\na series are to be issued in the form of one or more Global Securities, then the
\nIssuer shall execute and the Trustee shall, in accordance with this Section and
\nthe Issuer Order with respect to such series, authenticate and deliver one or
\nmore Global Securities that (i) shall represent and shall be denominated in an
\namount equal to the aggregate principal amount of all of the Securities of such
\nseries having the same terms issued and not yet canceled,<\/p>\n

12<\/p>\n

\n

(ii) shall be registered in the name of the Depositary for such Global
\nSecurity or Securities or the nominee of such Depositary, (iii) shall be
\ndelivered by the Trustee to such Depositary or pursuant to such Depositary153s
\ninstructions and (iv) shall bear a legend substantially to the following effect:
\n“Unless and until it is exchanged in whole or in part for Securities in
\ndefinitive registered form, this Security may not be transferred except as a
\nwhole by the Depositary to the nominee of the Depositary or by a nominee of the
\nDepositary to the Depositary or another nominee of such Depositary or by the
\nDepositary or any such nominee to a successor Depositary or a nominee of such
\nsuccessor Depositary.”<\/p>\n

Each Depositary designated pursuant to Section 2.03 must, at the time of its
\ndesignation and at all times while it serves as Depositary, be a clearing agency
\nregistered under the Securities Exchange Act of 1934, as amended, and any other
\napplicable statute or regulation.<\/p>\n

Notwithstanding any other provision of this Section 2.05, unless and until it
\nis exchanged in whole or in part for Securities in definitive form, a Global
\nSecurity representing all or a portion of the Securities of a series may not be
\ntransferred except as a whole by the Depositary for such series to a nominee of
\nsuch Depositary or by a nominee of such Depositary to such Depositary or another
\nnominee of such Depositary or by such Depositary or any such nominee to a
\nsuccessor Depositary for such series or a nominee of such successor Depositary.\n<\/p>\n

If at any time the Depositary for any Securities of a series represented by
\none or more Global Securities notifies the Issuer that it is unwilling or unable
\nto continue as Depositary for such Securities or if at any time the Depositary
\nfor such Securities shall no longer be eligible under this Section 2.05, the
\nIssuer shall appoint a successor Depositary eligible under this Section 2.05
\nwith respect to such Securities. If a successor Depositary eligible under this
\nSection 2.05 for such Securities is not appointed by the Issuer within 90 days
\nafter the Issuer receives such notice or becomes aware of such ineligibility,
\nthe Issuer153s election pursuant to Section 2.03 that such Securities be
\nrepresented by one or more Global Securities shall no longer be effective and
\nthe Issuer will execute, and the Trustee, upon receipt of an Officers153
\nCertificate for the authentication and delivery of definitive Securities of such
\nseries, will authenticate and deliver, Securities of such series in definitive
\nregistered form without coupons, in any authorized denominations, in an
\naggregate principal amount equal to the principal amount of the Global Security
\nor Securities representing such Securities in exchange for such Global Security
\nor Securities.<\/p>\n

The Issuer may at any time and in its sole discretion determine that the
\nSecurities of any series issued in the form of one or more Global Securities
\nshall no longer be represented by a Global Security or Securities. In such event
\nthe Issuer will execute, and the Trustee, upon receipt of an Issuer Order for
\nthe authentication and delivery of definitive Securities of such series, will
\nauthenticate<\/p>\n

13<\/p>\n

\n

and deliver, Securities of such series in definitive registered form without
\ncoupons, in any authorized denominations, in an aggregate principal amount equal
\nto the principal amount of the Global Security or Securities representing such
\nSecurities, in exchange for such Global Security or Securities.<\/p>\n

If specified by the Issuer pursuant to Section 2.03 with respect to
\nSecurities represented by a Global Security, the Depositary for such Global
\nSecurity may surrender such Global Security in exchange in whole or in part for
\nSecurities of the same series in definitive registered form on such terms as are
\nacceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
\nexecute, and the Trustee shall authenticate and deliver, without service charge,\n<\/p>\n

(i) to the Person specified by such Depositary a new Security or Securities
\nof the same series, of any authorized denominations as requested by such Person,
\nin an aggregate principal amount equal to and in exchange for such Person153s
\nbeneficial interest in the Global Security; and<\/p>\n

(ii) to such Depositary a new Global Security in a denomination equal to the
\ndifference, if any, between the principal amount of the surrendered Global
\nSecurity and the aggregate principal amount of Securities authenticated and
\ndelivered pursuant to clause (i) above.<\/p>\n

Upon the exchange of a Global Security for Securities in definitive
\nregistered form without coupons, in authorized denominations, such Global
\nSecurity shall be canceled by the Trustee or an agent of the Issuer or the
\nTrustee. Securities in definitive registered form without coupons issued in
\nexchange for a Global Security pursuant to this Section 2.05 shall be registered
\nin such names and in such authorized denominations as the Depositary for such
\nGlobal Security, pursuant to instructions from its direct or indirect
\nparticipants or otherwise, shall instruct the Trustee or an agent of the Issuer
\nor the Trustee. The Trustee or such agent shall deliver such Securities to or as
\ndirected by the Persons in whose names such Securities are so registered.<\/p>\n

Section 2.06. Certificate of Authentication. <\/em>Only such Securities as
\nshall bear thereon a certificate of authentication substantially in the form
\nhereinbefore recited, executed by the Trustee by the manual signature of one of
\nits authorized officers, shall be entitled to the benefits of this Indenture or
\nbe valid or obligatory for any purpose. Such certificate by the Trustee upon any
\nSecurity executed by the Issuer shall be conclusive evidence that the Security
\nso authenticated has been duly authenticated and delivered hereunder and that
\nthe holder is entitled to the benefits of this Indenture.<\/p>\n

Section 2.07. Denomination and Date of Securities, Payments of Interest.
\n<\/em>The Securities shall be issuable as registered securities without coupons
\nand in denominations as shall be specified as contemplated by Section 2.03. In
\nthe absence of any such specification with respect to the Securities of any
\nseries, the Securities of such series shall be issuable in denominations of
\n$1,000 and any multiple<\/p>\n

14<\/p>\n

\n

thereof. The Securities shall be numbered, lettered, or otherwise
\ndistinguished in such manner or in accordance with such plan as the officers of
\nthe Issuer executing the same may determine with the approval of the Trustee as
\nevidenced by the execution and authentication thereof.<\/p>\n

Each Security shall be dated the date of its authentication, shall bear
\ninterest, if any, from such date and shall be payable on the dates, in each
\ncase, which shall be specified as contemplated by Section 2.03.<\/p>\n

The person in whose name any Security of any series is registered at the
\nclose of business on any record date applicable to a particular series with
\nrespect to any interest payment date for such series shall be entitled to
\nreceive the interest, if any, payable on such interest payment date
\nnotwithstanding any transfer or exchange of such Security subsequent to the
\nrecord date and prior to such interest payment date, except if and to the extent
\nthe Issuer shall default in the payment of the interest due on such interest
\npayment date for such series, in which case such defaulted interest shall be
\npaid to the persons in whose names Outstanding Securities for such series are
\nregistered at the close of business on a subsequent record date (which shall be
\nnot less than five Business Days prior to the date of payment of such defaulted
\ninterest) established by notice given by mail by or on behalf of the Issuer to
\nthe holders of Securities not less than 15 days preceding such subsequent record
\ndate. The term “record date” as used with respect to any interest payment date
\n(except a date for payment of defaulted interest) shall mean the date specified
\nas such in the terms of the Securities of any particular series, or, if no such
\ndate is so specified, if such interest payment date is the first day of a
\ncalendar month, the fifteenth day of the next preceding calendar month or, if
\nsuch interest payment date is the fifteenth day of a calendar month, the first
\nday of such calendar month, whether or not such record date is a Business Day.\n<\/p>\n

Section 2.08. Registration, Transfer and Exchange. <\/em>The Issuer will
\nkeep or cause to be kept at each office or agency to be maintained for the
\npurpose as provided in Section 3.02 a register or registers in which, subject to
\nsuch reasonable regulations as it may prescribe, it will register, and will
\nregister the transfer of, Securities as in this Article provided. Such register
\nshall be in written form in the English language or in any other form capable of
\nbeing converted into such form within a reasonable time. At all reasonable times
\nsuch register or registers shall be open for inspection by the Trustee.<\/p>\n

Upon due presentation for registration of transfer of any Security of any
\nseries at any such office or agency to be maintained for the purpose as provided
\nin Section 3.02, the Issuer shall execute and the Trustee shall authenticate and
\ndeliver in the name of the transferee or transferees a new Security or
\nSecurities of the same series in authorized denominations for a like aggregate
\nprincipal amount.<\/p>\n

15<\/p>\n

\n

Any Security or Securities of any series may be exchanged for a Security or
\nSecurities of the same series in other authorized denominations, in an equal
\naggregate principal amount. Securities of any series to be exchanged shall be
\nsurrendered at any office or agency to be maintained by the Issuer for the
\npurpose as provided in Section 3.02, and the Issuer shall execute and the
\nTrustee shall authenticate and deliver in exchange therefor the Security or
\nSecurities of the same series which the Securityholder making the exchange shall
\nbe entitled to receive, bearing numbers not contemporaneously outstanding.<\/p>\n

All Securities presented for registration of transfer, exchange, redemption
\nor payment shall (if so required by the Issuer or the Trustee) be duly endorsed
\nby, or be accompanied by a written instrument or instruments of transfer in form
\nsatisfactory to the Issuer and the Trustee duly executed by, the holder or his
\nattorney duly authorized in writing.<\/p>\n

The Issuer may require payment of a sum sufficient to cover any tax or other
\ngovernmental charge that may be imposed in connection with any exchange or
\nregistration of transfer of Securities. No service charge shall be made for any
\nsuch transaction.<\/p>\n

The Issuer shall not be required to exchange or register a transfer of (a)
\nany Securities of any series for a period of 15 days next preceding the first
\nmailing of notice of redemption of Securities of such series to be redeemed, or
\n(b) any Securities selected, called or being called for redemption except, in
\nthe case of any Security where notice has been given that such Security is to be
\nredeemed in part, the portion thereof not so to be redeemed.<\/p>\n

All Securities issued upon any transfer or exchange of Securities shall be
\nvalid obligations of the Issuer, evidencing the same debt, and entitled to the
\nsame benefits under this Indenture, as the Securities surrendered upon such
\ntransfer or exchange.<\/p>\n

Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
\n<\/em>In case any temporary or definitive Security shall become mutilated,
\ndefaced or be destroyed, lost or stolen, the Issuer in its discretion may
\nexecute, and upon the written request of any officer of the Issuer, the Trustee
\nshall authenticate and deliver, a new Security of the same series, bearing a
\nnumber not contemporaneously outstanding, in exchange and substitution for the
\nmutilated or defaced Security, or in lieu of and substitution for the Security
\nso destroyed, lost or stolen. In every case, the applicant for a substitute
\nSecurity shall furnish to the Issuer and to the Trustee and any agent of the
\nIssuer or the Trustee such security or indemnity as may be required by them to
\nindemnify and defend and to save each of them harmless and, in every case of
\ndestruction, loss or theft, shall furnish evidence to their satisfaction of the
\ndestruction, loss or theft of such Security and of the ownership thereof.<\/p>\n

Upon the issuance of any substitute Security, the Issuer may require the
\npayment of a sum sufficient to cover any tax or other governmental charge that
\nmay be imposed in relation thereto and any other expenses (including the fees
\nand expenses of the Trustee) connected therewith. In case any Security which has
\nmatured or is about to mature or has been called for redemption in full shall\n<\/p>\n

16<\/p>\n

\n

become mutilated or defaced or be destroyed, lost or stolen, the Issuer may
\ninstead of issuing a substitute Security, pay or authorize the payment of the
\nsame (without surrender thereof except in the case of a mutilated or defaced
\nSecurity), if the applicant for such payment shall furnish to the Issuer and to
\nthe Trustee and any agent of the Issuer or the Trustee such security or
\nindemnity as any of them may require to save each of them harmless, and, in
\nevery case of destruction, loss or theft, the applicant shall also furnish to
\nthe Issuer and the Trustee and any agent of the Issuer or the Trustee evidence
\nto their satisfaction of the destruction, loss or theft of such Security and of
\nthe ownership thereof.<\/p>\n

Every substitute Security of any series issued pursuant to the provisions of
\nthis Section by virtue of the fact that any such Security is destroyed, lost or
\nstolen shall constitute an additional contractual obligation of the Issuer,
\nwhether or not the destroyed, lost or stolen Security shall be at any time
\nenforceable by anyone and that substitute Security shall be entitled to all the
\nbenefits of (but shall be subject to all the limitations of rights set forth in)
\nthis Indenture equally and proportionately with any and all other Securities of
\nsuch series duly authenticated and delivered hereunder. All Securities shall be
\nheld and owned upon the express condition that, to the extent permitted by law,
\nthe foregoing provisions are exclusive with respect to the replacement or
\npayment of mutilated, defaced or destroyed, lost or stolen Securities and shall
\npreclude any and all other rights or remedies notwithstanding any law or statute
\nexisting or hereafter enacted to the contrary with respect to the replacement or
\npayment of negotiable instruments or other securities without their surrender.\n<\/p>\n

Section 2.10. Cancellation of Securities; Disposition Thereof. <\/em>All
\nSecurities surrendered for payment, redemption, registration of transfer or
\nexchange, or for credit against any payment in respect of a sinking or analogous
\nfund, if surrendered to the Issuer or any agent of the Issuer or of the Trustee,
\nshall be delivered to the Trustee for cancellation or, if surrendered to the
\nTrustee, shall be canceled by it; and no Securities shall be issued in lieu
\nthereof except as expressly permitted by any of the provisions of this
\nIndenture. The Trustee shall dispose of canceled Securities held by it in
\naccordance with its customary procedures and deliver a certificate of
\ndisposition to the Issuer. If the Issuer shall acquire any of the Securities,
\nsuch acquisition shall not operate as a redemption or satisfaction of the
\nindebtedness represented by such Securities unless and until the same are
\ndelivered to the Trustee for cancellation.<\/p>\n

Section 2.11. Temporary Securities. <\/em>Pending the preparation of
\ndefinitive Securities for any series, the Issuer may execute and the Trustee
\nshall authenticate and deliver temporary Securities for such series (printed,
\nlithographed, typewritten or otherwise reproduced, in each case in form
\nsatisfactory to the Trustee). Temporary Securities of any series shall be
\nissuable as registered Securities without coupons, of any authorized
\ndenomination, and substantially in the form of the definitive Securities of such
\nseries but with such omissions, insertions and variations as may be appropriate
\nfor temporary Securities, all as may be determined by the<\/p>\n

17<\/p>\n

\n

Issuer with the concurrence of the Trustee. Temporary Securities may contain
\nsuch reference to any provisions of this Indenture as may be appropriate. Every
\ntemporary Security shall be executed by the Issuer and be authenticated by the
\nTrustee upon the same conditions and in substantially the same manner, and with
\nlike effect, as the definitive Securities. Without unreasonable delay the Issuer
\nshall execute and shall furnish definitive Securities of such series and
\nthereupon temporary Securities of such series may be surrendered in exchange
\ntherefor without charge at each office or agency to be maintained by the Issuer
\nfor that purpose pursuant to Section 3.02, and the Trustee shall authenticate
\nand deliver in exchange for such temporary Securities of such series a like
\naggregate principal amount of definitive Securities of the same series of
\nauthorized denominations. Until so exchanged, the temporary Securities of any
\nseries shall be entitled to the same benefits under this Indenture as definitive
\nSecurities of such series.<\/p>\n

Section 2.12. Computation of Interest. <\/em>Except as otherwise specified
\nas contemplated by Section 2.03 for Securities of any series, interest on the
\nSecurities of each series shall be computed on the basis of a 360 day year of
\ntwelve 30-day months.<\/p>\n

ARTICLE 3<\/p>\n

COVENANTS OF THE ISSUER AND THE TRUSTEE<\/p>\n

Section 3.01. Payment of Principal and Interest. <\/em>The Issuer
\ncovenants and agrees for the benefit of each series of Securities that it will
\nduly and punctually pay or cause to be paid the principal of, and interest on,
\neach of the Securities of such series at the place or places, at the respective
\ntimes and in the manner provided in such Securities. Each instalment of interest
\non the Securities of any series may be paid by mailing checks for such interest
\npayable to or upon the written order of the holders of Securities entitled
\nthereto as they shall appear on the registry books of the Issuer.<\/p>\n

Section 3.02. Offices for Payments, Etc. <\/em>So long as any of the
\nSecurities remain Outstanding, the Issuer will maintain in The City of New York,
\nthe following for each series: an office or agency (a) where the Securities may
\nbe presented for payment, (b) where the Securities may be presented for
\nregistration of transfer and for exchange as in this Indenture provided and (c)
\nwhere notices and demands to or upon the Issuer in respect of the Securities or
\nof this Indenture may be served. The Issuer will give to the Trustee written
\nnotice of the location of any such office or agency and of any change of
\nlocation thereof. Unless otherwise specified in accordance with Section 2.03,
\nthe Issuer hereby initially designates the New York Agency, as the office to be
\nmaintained by it for each such purpose. In case the Issuer shall fail to so
\ndesignate or maintain any such office or agency or shall fail to give such
\nnotice of the location or of any change in the location thereof, presentations
\nand demands may be made and notices may be served at the New York Agency.<\/p>\n

18<\/p>\n

\n

Section 3.03. Appointment to Fill a Vacancy in Office of Trustee.
\n<\/em>The Issuer, whenever necessary to avoid or fill a vacancy in the office of
\nTrustee, will appoint, in the manner provided in Section 5.09, a Trustee, so
\nthat there shall at all times be a Trustee with respect to each series of
\nSecurities hereunder.<\/p>\n

Section 3.04. Paying Agents. <\/em>Whenever the Issuer shall appoint a
\npaying agent other than the Trustee with respect to the Securities of any
\nseries, it will cause such paying agent to execute and deliver to the Trustee an
\ninstrument in which such agent shall agree with the Trustee, subject to the
\nprovisions of this Section,<\/p>\n

(a) that it will hold all sums received by it as such agent for the payment
\nof the principal of or interest on the Securities of such series (whether such
\nsums have been paid to it by the Issuer or by any other obligor on the
\nSecurities of such series) in trust for the benefit of the holders of the
\nSecurities of such series or of the Trustee,<\/p>\n

(b) that it will give the Trustee notice of any failure by the Issuer (or by
\nany other obligor on the Securities of such series) to make any payment of the
\nprincipal of or interest on the Securities of such series when the same shall be
\ndue and payable, and<\/p>\n

(c) that it will pay any such sums so held by it in trust to the Trustee upon
\nthe Trustee153s written request at any time during the continuance of the failure
\nreferred to in clause (b) above.<\/p>\n

The Issuer will, on or prior to each due date of the principal of or interest
\non the Securities of such series, deposit with the paying agent a sum sufficient
\nto pay such principal or interest so becoming due, and (unless such paying agent
\nis the Trustee) the Issuer will promptly notify the Trustee of any failure to
\ntake such action.<\/p>\n

If the Issuer shall act as its own paying agent with respect to the
\nSecurities of any series, it will, on or before each due date of the principal
\nof or interest on the Securities of such series, set aside, segregate and hold
\nin trust for the benefit of the holders of the Securities of such series a sum
\nsufficient to pay such principal or interest so becoming due. The Issuer will
\npromptly notify the Trustee of any failure to take such action.<\/p>\n

Anything in this Section to the contrary notwithstanding, the Issuer may at
\nany time, for the purpose of obtaining a satisfaction and discharge with respect
\nto one or more or all series of Securities hereunder, or for any other reason,
\npay or cause to be paid to the Trustee all sums held in trust for any such
\nseries by the Issuer or any paying agent hereunder, as required by this Section,
\nsuch sums to be held by the Trustee upon the trusts herein contained.<\/p>\n

19<\/p>\n

\n

Anything in this Section to the contrary notwithstanding, the agreement to
\nhold sums in trust as provided in this Section is subject to the provisions of
\nSection 9.03 and 9.04.<\/p>\n

Section 3.05. Certificate of the Issuer. <\/em>The Issuer will deliver to
\nthe Trustee, on or before a date not more than 120 days after the end of each
\nfiscal year of the Issuer ending after the date of this Indenture, a written
\nstatement signed by the following officers (one of whom shall be the principal
\nexecutive, financial or accounting officer of the Issuer): the Chairman, the
\nPresident or a Vice President, and by the Treasurer, an Assistant Treasurer, the
\nComptroller, an Assistant Comptroller, the Secretary or the Assistant Secretary
\nof the Issuer, stating whether or not, after a review under each signer153s
\nsupervision of the activities of the Issuer during such year and of the Issuer153s
\nperformance under this Indenture, to the best knowledge, based on such review,
\nof the signers thereof, the Issuer has fulfilled all of its obligations,
\nconditions and covenants under this Indenture throughout such year, and, if
\nthere has been a default in the fulfillment of any such obligation, condition or
\ncovenant specifying each default and the nature and status thereof.<\/p>\n

Section 3.06. Securityholders Lists. <\/em>If and so long as the Trustee
\nshall not be the Security registrar for the Securities of any series, the Issuer
\nwill furnish or cause to be furnished to the Trustee a list in such form as the
\nTrustee may reasonably require of the names and addresses of the holders of the
\nSecurities of such series pursuant to Section 312 of the Trust Indenture Act of
\n1939 (a) semi-annually not more than 15 days after each record date for the
\npayment of interest on such Securities, as hereinabove specified, as of such
\nrecord date and on dates to be determined pursuant to Section 2.03 for
\nnon-interest bearing securities in each year, and (b) at such other times as the
\nTrustee may request in writing, within thirty days after receipt by the Issuer
\nof any such request as of a date not more than 15 days prior to the time such
\ninformation is furnished.<\/p>\n

Section 3.07. Reports by the Issuer. <\/em>The Issuer covenants to file
\nwith the Trustee, within 15 days after the Issuer is required to file the same
\nwith the Commission, copies of the annual reports and of the information,
\ndocuments, and other reports which the Issuer may be required to file with the
\nCommission pursuant to Section 13 or Section 15(d) of the Securities Exchange
\nAct of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939.<\/p>\n

Section 3.08. Reports by the Trustee. <\/em>Any Trustee153s report required
\nunder Section 3 13(a) of the Trust Indenture Act of 1939 shall be transmitted on
\nor before July 15 in each year following the date hereof, so long as any
\nSecurities are Outstanding hereunder, and shall be dated as of a date convenient
\nto the Trustee no more than 60 nor less than 45 days prior thereto. At the time
\nit delivers such report, the Trustee shall deliver a copy thereof to the Issuer.\n<\/p>\n

20<\/p>\n

\n

Section 3.09. Limitation on Liens. <\/em>The Issuer will not, nor will it
\npermit any Restricted Subsidiary to, incur, assume, guarantee or suffer to exist
\nany Indebtedness for money borrowed (herein referred to as
\n“Debt<\/strong>“) if such Debt is secured, directly or indirectly, by any
\nmortgage, pledge, security interest or lien of any kind (hereinafter referred to
\nas a “Mortgage<\/strong>“) upon any Principal Property or upon any
\nIndebtedness or share of capital stock of any Restricted Subsidiary which owns
\nany Principal Property, now owned or hereafter acquired, without making
\neffective provision, and the Issuer in such case will make or cause to be made
\neffective provision, whereby the Securities of each series will be secured by
\nsuch Mortgage equally and ratably with (or prior to) any other Debt thereby
\nsecured so long as such Debt shall be so secured, except that the foregoing
\nprovisions shall not apply to: (i) Mortgages existing at the time of acquisition
\nof the property, shares of stock or Indebtedness affected thereby or incurred to
\nsecure payment of all or part of the purchase price of such property, shares of
\nstock or Indebtedness or to secure Debt incurred prior to, at the time of or
\nwithin 120 days after the acquisition or completion of construction of such
\nproperty, shares of stock or Indebtedness for the purpose of financing all or
\npart of the purchase price or cost of construction thereof, as the case may be
\n(provided that such Mortgages are limited to such property and improvements
\nthereon or the shares of stock or Indebtedness so acquired), (ii) Mortgages
\naffecting property, shares of stock or Indebtedness of a Person existing at the
\ntime it becomes a Restricted Subsidiary (provided that any such Mortgage shall
\nattach only to the properties and improvements thereon or the shares of stock or
\nIndebtedness so acquired), (iii) Mortgages which secure only Debt of a
\nRestricted Subsidiary owing to the Issuer or a Subsidiary, (iv) Mortgages or
\neasements on property of the Issuer or any Restricted Subsidiary related to the
\nfinancing of such property on a tax-exempt basis pursuant to Section 1 03(b)(4)
\nor (b)(6) of the Internal Revenue Code of 1986, as amended (or any successor
\nsection thereto), that do not in the aggregate materially detract from the value
\nof property or assets or materially impair the use thereof in the operation of
\nthe business of the Issuer or any Restricted Subsidiary, (v) Mortgages in favor
\nof the United States of America or any instrumentality thereof, or in favor of
\nany foreign government or any department, agency, instrumentality or political
\nsubdivision thereof, to secure partial, progress, advance or other payments
\npursuant to any contract or statute, (vi) Mortgages existing at the date of this
\nIndenture, (vii) liens on property or assets of the Issuer or any Restricted
\nSubsidiary consisting of marine Mortgages provided for in Title XI of the
\nMerchant Marine Act of 1936 or foreign equivalents, (viii) Mortgages on property
\nof the Issuer or any Restricted Subsidiary securing Debt incurred in connection
\nwith the financing of operating, constructing or acquiring projects, provided
\nthat the recourse for such Debt is limited to the assets of such projects, and
\n(ix) any extension, renewal or replacement (or successive extensions, renewals
\nor replacements), in whole or in part, of any Mortgage referred to in the
\nforegoing clauses (i) to (viii) inclusive or of any Debt secured thereby,
\nprovided<\/em> that the principal amount of Debt secured thereby shall not exceed
\nthe principal amount of Debt so secured at the time of such extension, renewal
\nor replacement, and; provided, further<\/em>, that such Mortgage shall be
\nlimited to all or part of substantially the same property which secured the
\nMortgage extended, renewed or replaced (plus improvements on such property).\n<\/p>\n

21<\/p>\n

\n

Notwithstanding the foregoing, the Issuer or any Restricted Subsidiary may
\ncreate or permit to exist Mortgages on any Principal Property, or upon any
\nindebtedness or share of capital stock of any Restricted Subsidiary so long as
\nthe aggregate amount of Debt secured by all such Mortgages (excluding therefrom
\nthe Debt secured by Mortgages set forth in clauses (i) through (ix), inclusive,
\nabove) does not exceed 10% of the Consolidated Net Assets of the Issuer.<\/p>\n

Section 3.10. Limitation on Sale and Lease-Back Transactions. <\/em>The
\nIssuer will not, nor will it permit any Restricted Subsidiary to, enter into any
\narrangement with any Person providing for the leasing by the Issuer or a
\nRestricted Subsidiary as lessee of any Principal Property (except for temporary
\nleases for a term of not more than three years), which property has been or is
\nto be sold or transferred by the Issuer or such Restricted Subsidiary to such
\nperson (herein referred to as a “Sale and Lease-Back
\nTransaction<\/strong>“), unless (i) the Issuer or such Restricted Subsidiary
\nwould be entitled to incur Debt secured by a Mortgage on the property to be
\nleased without violation of Section 3.09 and without equally and ratably
\nsecuring the Securities of each series or (ii) the Issuer shall, and in any such
\ncase the Issuer covenants that it will, apply an amount equal to the greater of
\n(a) the proceeds of such sale or transfer or (b) the fair value (as determined
\nby the Board of Directors) of the property so leased to the defeasance or
\nretirement (other than any mandatory retirement), within 120 days of the
\neffective date of any such arrangement, of Senior Funded Indebtedness;
\nprovided<\/em>, however<\/em>, that the amount to be so applied to the
\ndefeasance or retirement of such Senior Funded Indebtedness will be reduced by
\nan amount (not previously used to reduce the amount of such defeasance or
\nretirement) equal to the lesser of (x) the amount expended by the Issuer since
\nthe date of this Indenture and within twelve months prior to the effective date
\nof any such arrangement or within 120 days thereafter for the acquisition by it
\nof unencumbered Principal Properties or (y) the fair value (as determined by the
\nBoard of Directors) of unencumbered Principal Properties so acquired by the
\nIssuer during such twelve-month period and 120-day period.<\/p>\n

ARTICLE 4<\/p>\n

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
\nDEFAULT<\/p>\n

Section 4.01. Event of Default Defined; Acceleration of Maturity; Waiver
\nof Default. <\/em>“Event of Default<\/strong>” with respect to Securities
\nof any series wherever used herein, means each one of the following events which
\nshall have occurred and be continuing (whatever the reason for such Event of
\nDefault and whether it shall be voluntary or involuntary or be effected by
\noperation of law or pursuant to any judgment, decree or order of any court or
\nany order, rule or regulation of any administrative or governmental body):<\/p>\n

(a) default in the payment of any installment of interest upon any of the
\nSecurities of such series as and when the same shall become due and payable, and
\ncontinuance of such default for a period of 30 days; or<\/p>\n

22<\/p>\n

\n

(b) default in the payment of all or any part of the principal on any of the
\nSecurities of such series as and when the same shall become due and payable
\neither at maturity, upon redemption, by declaration or otherwise; or<\/p>\n

(c) default in the payment of any sinking fund installment as and when the
\nsame shall become due and payable by the terms of the Securities of such series;
\nor<\/p>\n

(d) default in the performance, or breach, of any covenant or warranty of the
\nIssuer in respect of the Securities of such series (other than a covenant or
\nwarranty in respect of the Securities of such series a default in whose
\nperformance or whose breach is elsewhere in this Section specifically dealt
\nwith), and continuance of such default or breach for a period of 90 days after
\nthere has been given, by registered or certified mail, to the Issuer by the
\nTrustee or to the Issuer and the Trustee by the Holders of at least 25% in
\naggregate principal amount of the Outstanding Securities of all series affected
\nthereby, a written notice specifying such default or breach and requiring it to
\nbe remedied and stating that such notice is a “Notice of
\nDefault<\/strong>” hereunder; or<\/p>\n

(e) a court having jurisdiction in the premises shall enter a decree or order
\nfor relief in respect of the Issuer in an involuntary case under any applicable
\nbankruptcy, insolvency or other similar law now or hereafter in effect, or
\nappointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
\n(or similar official) of the Issuer or for any substantial part of its property
\nor ordering the winding up or liquidation of the Issuer153s affairs, and such
\ndecree or order shall remain unstayed and in effect for a period of 60
\nconsecutive days; or<\/p>\n

(f) the Issuer shall commence a voluntary case under any applicable
\nbankruptcy, insolvency or other similar law now or hereafter in effect, or
\nconsent to the entry of an order for relief in an involuntary case under any
\nsuch law, or consent to the appointment of or taking possession by a receiver,
\nliquidator, assignee, custodian, trustee or sequestrator (or similar official)
\nof the Issuer or for any substantial part of its property, or make any general
\nassignment for the benefit of creditors;<\/p>\n

(g) an event of default, as defined in any indenture or instrument evidencing
\nor securing or under which the Issuer has at the date of this Indenture or shall
\nhereafter have outstanding, any Debt in an amount exceeding $25,000,000, which
\ndefault shall involve (i) the failure by the Issuer to make any payment when
\nsuch Debt is due and payable after demand has been made and<\/p>\n

23<\/p>\n

\n

the passage of any applicable grace period and such failure shall have
\ncontinued for a period of thirty days after written notice thereof to the Issuer
\nand the Trustee by the holders of not less than 25% in aggregate principal
\namount of the Securities of such series or (ii) a default in the payment of
\ninterest, premium, principal or a default in the payment of a sinking fund or
\nredemption payment, which shall have resulted in such Debt having been
\naccelerated so that the same shall be or become due and payable prior to the
\ndate on which the same would otherwise become due and payable, and such
\nacceleration shall not be stayed, rescinded or annulled within ten days after
\nwritten notice thereof to the Issuer and the Trustee by the holders of at least
\n25% in aggregate principal amount of the Securities of such series;
\nprovided, however<\/em>, that if such event of default under such indenture
\nor instrument shall be remedied or cured by the Issuer or be waived by the
\nholders of such Debt before any judgment or decree for the payment of the moneys
\ndue shall have been obtained or entered, then the Event of Default hereunder by
\nreason thereof shall be deemed likewise to have been thereupon remedied, cured
\nor waived without further action upon the part of either the Trustee or any of
\nthe holders of the Securities of such series; or<\/p>\n

(h) any other Event of Default provided in the supplemental indenture or
\nprovided in or pursuant to the resolution of the Board of Directors under which
\nsuch series of Securities is issued or in the form of Security for such series.\n<\/p>\n

If an Event of Default with respect to Securities of such series occurs and
\nis continuing, then, and in each and every such case, unless the principal of
\nall of the Securities of such series shall have already become due and payable,
\neither the Trustee or the Holders of not less than 25% in aggregate principal
\namount of the Securities of such series then Outstanding hereunder (each such
\nseries voting as a separate class) by notice in writing to the Issuer (and to
\nthe Trustee if given by Securityholders), may declare the entire principal (or,
\nif the Securities of such series are Original Issue Discount Securities, such
\nportion of the principal amount as may be specified in the terms of such series)
\nof all Securities of such series and the interest accrued thereon, if any, to be
\ndue and payable immediately, and upon any such declaration the same shall become
\nimmediately due and payable.<\/p>\n

The foregoing provisions, however, are subject to the condition that if, at
\nany time after the principal (or, if the Securities are Original Issue Discount
\nSecurities, such portion of the principal as may be specified in the terms
\nthereof) of the Securities of any series shall have been so declared due and
\npayable, and before any judgment or decree for the payment of the moneys due
\nshall have been obtained or entered as hereinafter provided, the Issuer shall
\npay or shall deposit with the Trustee a sum sufficient to pay all matured
\ninstallments of interest upon all the Securities of such series and the
\nprincipal of any and all Securities of such series which shall have become due
\notherwise than by acceleration (with interest upon such principal and, to the
\nextent that payment of such interest is enforceable under applicable law, on
\noverdue installments of interest, at the same rate as the rate of interest or
\nYield to Maturity (in the case of Original Issue Discount Securities) specified
\nin the Securities of such series to the date of such payment or<\/p>\n

24<\/p>\n

\n

deposit) and such amount as shall be sufficient to cover reasonable
\ncompensation to the Trustee, its agents, attorneys and counsel, and all other
\nexpenses and liabilities incurred, and all advances made, by the Trustee except
\nas a result of negligence or bad faith, and if any and all Events of Default
\nunder the Indenture, other than the non-payment of the principal of Securities
\nwhich shall have become due by acceleration, shall have been cured, waived or
\notherwise remedied as provided herein:then and in every such case the holders of
\na majority in aggregate principal amount of all the Securities of such series,
\neach series voting as a separate class, then Outstanding, by written notice to
\nthe Issuer and to the Trustee, may waive all defaults with respect to such
\nseries and rescind and annul such declaration and its consequences, but no such
\nwaiver or rescission and annulment shall extend to or shall affect any
\nsubsequent default or shall impair any right consequent thereon.<\/p>\n

For all purposes under this Indenture, if a portion of the principal of any
\nOriginal Issue Discount Securities shall have been accelerated and declared due
\nand payable pursuant to the provisions hereof, then, from and after such
\ndeclaration, unless such declaration has been rescinded and annulled, the
\nprincipal amount of such Original Issue Discount Securities shall be deemed, for
\nall purposes hereunder, to be such portion of the principal thereof as shall be
\ndue and payable as a result of such acceleration, and payment of such portion of
\nthe principal thereof as shall be due and payable as a result of such
\nacceleration, together with interest, if any, thereon and all other amounts
\nowing thereunder, shall constitute payment in full of such Original Issue
\nDiscount Securities.<\/p>\n

The Trustee shall not be charged with notice of any event of default referred
\nto in Section 4.01(g) unless (i) an officer of the Trustee assigned to its
\nCorporate Trustee Administration Department shall have actual knowledge thereof
\nor (ii) the Trustee shall have received written notice thereof from the Issuer,
\nthe holder of any Debt referred to in Section 4.01(g) or the holders of not less
\nthan 25% in aggregate principal amount of the Securities of any series.<\/p>\n

Section 4.02. Collection of Indebtedness by Trustee; Trustee May Prove
\nDebt. <\/em>The Issuer covenants that (a) in case default shall be made in the
\npayment of any installment of interest on any of the Securities of any series
\nwhen such interest shall have become due and payable, and such default shall
\nhave continued for a period of 30 days or (b) in case default shall be made in
\nthe payment of all or any part of the principal of any of the Securities of any
\nseries when the same shall have become due and payable, whether upon maturity of
\nthe Securities of such series or upon any redemption or by declaration or
\notherwise:then upon demand of the Trustee, the Issuer will pay to the Trustee
\nfor the benefit of the Holders of the Securities of such series the whole amount
\nthat then shall have become due and payable on all Securities of such series for
\nprincipal or interest, as the case may be (with interest to the date of such
\npayment upon the overdue principal and, to the extent that payment of such
\ninterest is enforceable under applicable law, on overdue installments of
\ninterest at the same rate as the rate of interest or Yield to Maturity (in the
\ncase of Original Issue Discount<\/p>\n

25<\/p>\n

\n

Securities) specified in the Securities of such series); and in addition
\nthereto, such further amount as shall be sufficient to cover the costs and
\nexpenses of collection, including reasonable compensation to the Trustee and
\neach predecessor Trustee, their respective agents, attorneys and counsel, and
\nany expenses and liabilities incurred, and all advances made, by the Trustee and
\neach predecessor Trustee except as a result of its negligence or bad faith.<\/p>\n

Until such demand is made by the Trustee, the Issuer may pay the principal of
\nand interest on the Securities of any series to the registered holders, whether
\nor not the principal of and interest on the Securities of such series be
\noverdue.<\/p>\n

In case the Issuer shall fail forthwith to pay such amounts upon such demand,
\nthe Trustee, in its own name and as trustee of an express trust, shall be
\nentitled and empowered to institute any action or proceedings at law or in
\nequity for the collection of the sums so due and unpaid, and may prosecute any
\nsuch action or proceedings to judgment or final decree, and may enforce any such
\njudgment or final decree against the Issuer or other obligor upon such
\nSecurities and collect in the manner provided by law out of the property of the
\nIssuer or other obligor upon such Securities, wherever situated, the moneys
\nadjudged or decreed to be payable.<\/p>\n

In case there shall be pending proceedings relative to the Issuer or any
\nother obligor upon the Securities under Title 11 of the United States Code or
\nany other applicable Federal or state bankruptcy, insolvency or other similar
\nlaw, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
\nliquidator, sequestrator or similar official shall have been appointed for or
\ntaken possession of the Issuer or its property or such other obligor, or in case
\nof any other comparable judicial proceedings relative to the Issuer or other
\nobligor upon the Securities of any series, or to the creditors or property of
\nthe Issuer or such other obligor, the Trustee, irrespective of whether the
\nprincipal of any Securities shall then be due and payable as therein expressed
\nor by declaration or otherwise and irrespective of whether the Trustee shall
\nhave made any demand pursuant to the provisions of this Section, shall be
\nentitled and empowered, by intervention in such proceedings or otherwise:<\/p>\n

(a) to file and prove a claim or claims for the whole amount of principal and
\ninterest (or, if the Securities of any series are Original Issue Discount
\nSecurities, such portion of the principal amount as may be specified in the
\nterms of such series) owing and unpaid in respect of the Securities of any
\nseries, and to file such other papers or documents as may be necessary or
\nadvisable in order to have the claims of the Trustee (including any claim for
\nreasonable compensation to the Trustee and each predecessor Trustee, and their
\nrespective agents, attorneys and counsel, and for reimbursement of all expenses
\nand liabilities incurred, and all advances made, by the Trustee and each
\npredecessor Trustee, except as a result of negligence or bad faith) and of the
\nSecurityholders allowed in any judicial proceedings relative to the Issuer or
\nother obligor upon the Securities of any series, or to the creditors or property
\nof the Issuer or such other obligor,<\/p>\n

26<\/p>\n

\n

(b) unless prohibited by applicable law and regulations, to vote on behalf of
\nthe holders of the Securities of any series in any election of a trustee or a
\nstandby trustee in arrangement, reorganization, liquidation or other bankruptcy
\nor insolvency proceedings or person performing similar functions in comparable
\nproceedings, and<\/p>\n

(c) to collect and receive any moneys or other property payable or
\ndeliverable on any such claims, and to distribute all amounts received with
\nrespect to the claims of the Securityholders and of the Trustee on their behalf;
\nand any trustee, receiver, or liquidator, custodian or other similar official is
\nhereby authorized by each of the Securityholders to make payments to the
\nTrustee, and, in the event that the Trustee shall consent to the making of
\npayments directly to the Securityholders, to pay to the Trustee such amounts as
\nshall be sufficient to cover reasonable compensation to the Trustee, each
\npredecessor Trustee and their respective agents, attorneys and counsel, and all
\nother expenses and liabilities incurred, and all advances made, by the Trustee
\nand each predecessor Trustee except as a result of negligence or bad faith and
\nall other amounts due to the Trustee or any predecessor Trustee pursuant to
\nSection 5.06.<\/p>\n

Nothing herein contained shall be deemed to authorize the Trustee to
\nauthorize or consent to or vote for or accept or adopt on behalf of any
\nSecurityholder any plan or reorganization, arrangement, adjustment or
\ncomposition affecting the Securities of any series or the rights of any Holder
\nthereof, or to authorize the Trustee to vote in respect of the claim of any
\nSecurityholder in any such proceeding except, as aforesaid, to vote for the
\nelection of a trustee in bankruptcy or similar person.<\/p>\n

All rights of action and of asserting claims under this Indenture, or under
\nany of the Securities, may be enforced by the Trustee without the possession of
\nany of the Securities or the production thereof on any trial or other
\nproceedings relative thereto, and any such action or proceedings instituted by
\nthe Trustee shall be brought in its own name as trustee of an express trust, and
\nany recovery of judgment, subject to the payment of the expenses, liabilities
\nincurred, disbursements and compensation of the Trustee, each predecessor
\nTrustee and their respective agents and attorneys, shall be for the ratable
\nbenefit of the holders of the Securities in respect of which such action was
\ntaken.<\/p>\n

In any proceedings brought by the Trustee (and also any proceedings involving
\nthe interpretation of any provision of this Indenture to which the Trustee shall
\nbe a party) the Trustee shall be held to represent all the holders of the
\nSecurities in respect to which such action was taken, and it shall not be
\nnecessary to make any holders of such Securities parties to any such
\nproceedings.<\/p>\n

27<\/p>\n

\n

Section 4.03. Application of Proceeds. <\/em>Any moneys collected by the
\nTrustee pursuant to this Article in respect of any series shall be applied in
\nthe following order at the date or dates fixed by the Trustee and, in case of
\nthe distribution of such moneys on account of principal or interest, upon
\npresentation of the several Securities in respect of which monies have been
\ncollected and stamping (or otherwise noting) thereon the payment, or issuing
\nSecurities of such series in reduced principal amounts in exchange for the
\npresented Securities of like series if only partially paid, or upon surrender
\nthereof if fully paid:<\/p>\n

FIRST: To the payment of costs and expenses applicable to such series in
\nrespect of which monies have been collected, including reasonable compensation
\nto the Trustee and each predecessor Trustee and their respective agents and
\nattorneys and of all expenses and liabilities incurred, and all advances made,
\nby the Trustee and each predecessor Trustee except as a result of negligence or
\nbad faith, and all other amounts due to the Trustee or any predecessor Trustee
\npursuant to Section 5.06;<\/p>\n

SECOND: In case the principal of the Securities of such series in respect of
\nwhich moneys have been collected shall not have become and be then due and
\npayable, to the payment of interest on the Securities of such series in default
\nin the order of the maturity of the installments of such interest, with interest
\n(to the extent that such interest has been collected by the Trustee) upon the
\noverdue installments of interest at the same rate as the rate of interest or
\nYield to Maturity (in the case of Original Issue Discount Securities) specified
\nin such Securities, such payments to be made ratably to the persons entitled
\nthereto, without discrimination or preference;<\/p>\n

THIRD: In case the principal of the Securities of such series in respect of
\nwhich moneys have been collected shall have become and shall be then due and
\npayable, to the payment of the whole amount then owing and unpaid upon all the
\nSecurities of such series for principal and interest, with interest upon the
\noverdue principal, and (to the extent that such interest has been collected by
\nthe Trustee) upon overdue installments of interest at the same rate as the rate
\nof interest or Yield to Maturity (in the case of Original Issue Discount
\nSecurities) specified in the Securities of such series; and in case such moneys
\nshall be insufficient to pay in full the whole amount so due and unpaid upon the
\nSecurities of such series, then to the payment of such principal and interest or
\nYield to Maturity, without preference or priority of principal over interest or
\nYield to Maturity, or of interest or Yield to Maturity over principal, or of any
\ninstallment of interest over any other installment of interest, or of any
\nSecurity of such series over any other Security of such series, ratably to the
\naggregate of such principal and accrued and unpaid interest or Yield to
\nMaturity; and<\/p>\n

28<\/p>\n

\n

FOURTH: To the payment of the remainder, if any, to the Issuer or any other
\nperson lawfully entitled thereto.<\/p>\n

Section 4.04. Suits for Enforcement. <\/em>In case an Event of Default has
\noccurred, has not been waived and is continuing, the Trustee may in its
\ndiscretion proceed to protect and enforce the rights vested in it by this
\nIndenture by such appropriate judicial proceedings as the Trustee shall deem
\nmost effectual to protect and enforce any of such rights, either at law or in
\nequity or in bankruptcy or otherwise, whether for the specific enforcement of
\nany covenant or agreement contained in this Indenture or in aid of the exercise
\nof any power granted in this Indenture or to enforce any other legal or
\nequitable right vested in the Trustee by this Indenture or by law.<\/p>\n

Section 4.05. Restoration of Rights on Abandonment of Proceedings.
\n<\/em>In case the Trustee shall have proceeded to enforce any right under this
\nIndenture and such proceedings shall have been discontinued or abandoned for any
\nreason, or shall have been determined adversely to the Trustee, then and in
\nevery such case the Issuer and the Trustee shall be restored respectively to
\ntheir former positions and rights hereunder, and all rights, remedies and powers
\nof the Issuer, the Trustee and the Securityholders shall continue as though no
\nsuch proceedings had been taken.<\/p>\n

Section 4.06. Limitations on Suits by Securityholders. <\/em>No Holder of
\nany Security of any series shall have any right by virtue or by availing of any
\nprovision of this Indenture to institute any action or proceeding at law or in
\nequity or in bankruptcy or otherwise upon or under or with respect to this
\nIndenture, or for the appointment of a trustee, receiver, liquidator, custodian
\nor other similar official or for any other remedy hereunder, unless such Holder
\npreviously shall have given to the Trustee written notice of default and of the
\ncontinuance thereof, as hereinbefore provided, and unless also the Holders of
\nnot less than 25% in aggregate principal amount of the Securities of such series
\nthen Outstanding shall have made written request upon the Trustee to institute
\nsuch action or proceedings in its own name as Trustee hereunder and shall have
\noffered to the Trustee such reasonable indemnity as it may require against the
\ncosts, expenses and liabilities to be incurred therein or thereby and the
\nTrustee for 60 days after its receipt of such notice, request and offer of
\nindemnity shall have failed to institute any such action or proceeding and no
\ndirection inconsistent with such written request shall have been given to the
\nTrustee pursuant to Section 4.09; it being understood and intended, and being
\nexpressly covenanted by the taker and Holder of every Security with every other
\ntaker and Holder and the Trustee, that no one or more Holders of Securities of
\nany series shall have any right in any manner whatever by virtue or by availing
\nof any provision of this Indenture to affect, disturb or prejudice the rights of
\nany other such Holder of Securities, or to obtain or seek to obtain priority
\nover or preference<\/p>\n

29<\/p>\n

\n

to any other such Holder or to enforce any right under this Indenture, except
\nin the manner herein provided and for the equal, ratable and common benefit of
\nall Holders of Securities of the applicable series. For the protection and
\nenforcement of the provisions of this Section, each and every Securityholder and
\nthe Trustee shall be entitled to such relief as can be given either at law or in
\nequity.<\/p>\n

Section 4.07. Unconditional Right of Securityholders to Institute Certain
\nSuits. <\/em>Notwithstanding any other provision in this Indenture and any
\nprovision of any Security, the right of any Holder of any Security to receive
\npayment of the principal of and interest on such Security on or after the
\nrespective due dates expressed or provided for in such Security, or to institute
\nsuit for the enforcement of any such payment on or after such respective dates,
\nshall not be impaired or affected without the consent of such Holder.<\/p>\n

Section 4.08. Powers and Remedies Cumulative; Delay or Omission Not
\nWaiver of Default. <\/em>Except as provided in Sections 2.09 and 4.06, no right
\nor remedy herein conferred upon or reserved to the Trustee or to the
\nSecurityholders is intended to be exclusive of any other right or remedy, and
\nevery right and remedy shall, to the extent permitted by law, be cumulative and
\nin addition to every other right and remedy given hereunder or now or hereafter
\nexisting at law or in equity or otherwise. The assertion or employment of any
\nright or remedy hereunder, or otherwise, shall not prevent the concurrent
\nassertion or employment of any other appropriate right or remedy.<\/p>\n

No delay or omission of the Trustee or of any Securityholder to exercise any
\nright or power accruing upon any Event of Default occurring and continuing as
\naforesaid shall impair any such right or power or shall be construed to be a
\nwaiver of any such Event of Default or an acquiescence therein; and, subject to
\nSection 4.06, every power and remedy given by this Indenture or by law to the
\nTrustee or to the Securityholders may be exercised from time to time, and as
\noften as shall be deemed expedient, by the Trustee or by the Securityholders.\n<\/p>\n

Section 4.09. Control By Securityholders. <\/em>The Holders of a majority
\nin aggregate principal amount of the Securities of each series affected (with
\neach series voting as a separate class) at the time Outstanding shall have the
\nright to direct the time, method, and place of conducting any proceeding for any
\nremedy available to the Trustee, or exercising any trust or power conferred on
\nthe Trustee with respect to the Securities of such series by this Indenture;
\nprovided that such direction shall not be otherwise than in accordance with law
\nand the provisions of this Indenture and provided further that (subject to the
\nprovisions of Section 5.01) the Trustee shall have the right to decline to
\nfollow any such direction if the Trustee, being advised by counsel, shall
\ndetermine that the action or proceeding so directed may not lawfully be taken or
\nif the Trustee in good faith by its board of directors, the executive committee
\nor a trust committee of directors or Responsible Officers of the Trustee shall
\ndetermine that the action or proceedings so directed would involve the Trustee
\nin personal liability or if the Trustee in good faith shall so determine that
\nthe actions or forebearances specified<\/p>\n

30<\/p>\n

\n

in or pursuant to such direction would be unduly prejudicial to the interests
\nof Holders of the Securities of all series so affected not joining in the giving
\nof said direction, it being understood that (subject to Section 5.01) the
\nTrustee shall have no duty to ascertain whether or not such actions or
\nforebearances are unduly prejudicial to such Holders.<\/p>\n

Nothing in this Indenture shall impair the right of the Trustee in its
\ndiscretion to take any action deemed proper by the Trustee and which is not
\ninconsistent with such direction or directions by Securityholders.<\/p>\n

Section 4.10. Waiver of Past Defaults. <\/em>Prior to a declaration of the
\nacceleration of the maturity of the Securities of any series as provided in
\nSection 4.01, the Holders of a majority in aggregate principal amount of the
\nSecurities of such series at the time Outstanding (each such series voting as a
\nseparate class) may on behalf of the Holders of all the Securities of such
\nseries waive any past default or Event of Default described in clause (d) or (g)
\nof Section 4.01 which relates to less than all series of Securities then
\nOutstanding, except a default in respect of a covenant or provision hereof which
\ncannot be modified or amended without the consent of each Holder affected as
\nprovided in Section 7.02. Prior to a declaration of acceleration of the maturity
\nof the Securities of any series as provided in Section 4.01, the Holders of
\nSecurities of a majority in principal amount of all the Securities then
\nOutstanding (voting as one class) may on behalf of all Holders waive any past
\ndefault or Event of Default referred to in said clause (d) or (g) which relates
\nto all series of Securities then Outstanding, or described in clause (e) or (f)
\nof Section 4.01, except a default in respect of a covenant or provision hereof
\nwhich cannot be modified or amended without the consent of the Holder of each
\nSecurity affected as provided in Section 7.02. In the case of any such waiver,
\nthe Issuer, the Trustee and the Holders of the Securities of each series
\naffected shall be restored to their former positions and rights hereunder,
\nrespectively.<\/p>\n

Upon any such waiver, such default shall cease to exist and be deemed to have
\nbeen cured and not to have occurred, and any Event of Default arising therefrom
\nshall be deemed to have been cured, and not to have occurred for every purpose
\nof this Indenture; but no such waiver shall extend to any subsequent or other
\ndefault or Event of Default or impair any right consequent thereon.<\/p>\n

Section 4.11. Trustee to Give Notice of Default, But May Withhold in
\nCertain Circumstances. <\/em>The Trustee shall give to the Securityholders of any
\nseries, as the names and addresses of such Holders appear on the registry books,
\nnotice by mail of all defaults known to the Trustee which have occurred with
\nrespect to such series, such notice to be transmitted within 90 days after the
\noccurrence thereof, unless such defaults shall have been cured before the giving
\nof such notice (the term “default<\/strong>” or
\n“defaults<\/strong>” for the purposes of this Section being hereby
\ndefined to mean any event or condition which is, or with notice or lapse of time
\nor both would become, an Event of Default); provided<\/em> that, except in
\nthe case of default in the payment of the principal of or interest on<\/p>\n

31<\/p>\n

\n

any of the Securities of such series, or in the payment of any sinking or
\npurchase fund installment with respect to the Securities of such series, the
\nTrustee shall be protected in withholding such notice if and so long as the
\nboard of directors, the executive committee or a trust committee of directors or
\ntrustees and\/or Responsible Officers of the Trustee in good faith determines
\nthat the withholding of such notice is in the interests of the Securityholders
\nof such series.<\/p>\n

Section 4.12. Right of Court to Require Filing of Undertaking to Pay
\nCosts. <\/em>All parties to this Indenture agree, and each Holder of any Security
\nby his acceptance thereof shall be deemed to have agreed, that any court may in
\nits discretion require, in any suit for the enforcement of any right or remedy
\nunder this Indenture or in any suit against the Trustee for any action taken,
\nsuffered or omitted by it as Trustee, the filing by any party litigant in such
\nsuit of an undertaking to pay the costs of such suit, and that such court may in
\nits discretion assess reasonable costs, including reasonable attorneys153 fees,
\nagainst any party litigant in such suit, having due regard to the merits and
\ngood faith of the claims or defenses made by such party litigant; but the
\nprovisions of this Section shall not apply to any suit instituted by the
\nTrustee, to any suit instituted by any Securityholder or group of
\nSecurityholders of any series holding in the aggregate more than 10% in
\naggregate principal amount of the Securities of such series, or, in the case of
\nany suit relating to or arising under clauses (d) or (g) of Section 4.01 (if the
\nsuit relates to Securities of more than one but less than all series), 10% in
\naggregate principal amount of Securities Outstanding affected thereby, or in the
\ncase of any suit relating to or arising under clauses (d) or (g) (if the suit
\nrelates to all the Securities then Outstanding), (e) or (1) of Section 4.01, 10%
\nin aggregate principal amount of all Securities Outstanding, or to any suit
\ninstituted by any Securityholder for the enforcement of the payment of the
\nprincipal of or interest on any Security on or after the due date expressed in
\nsuch Security.<\/p>\n

ARTICLE 5<\/p>\n

CONCERNING THE TRUSTEE<\/p>\n

Section 5.01. Duties and Responsibilities of The Trustee; During Default;
\nPrior to Default. <\/em>With respect to the Holders of any series of Securities
\nissued hereunder, the Trustee, prior to the occurrence of an Event of Default
\nwith respect to the Securities of a particular series and after the curing or
\nwaiving of all Events of Default which may have occurred with respect to such
\nseries, undertakes to perform such duties and only such duties as are
\nspecifically set forth in this Indenture. In case an Event of Default with
\nrespect to the Securities of a series has occurred (which has not been cured or
\nwaived) the Trustee shall with respect to such series of Securities exercise
\nsuch of the rights and powers vested in it by this Indenture, and use the same
\ndegree of care and skill in their exercise, as a prudent man would exercise or
\nuse under the circumstances in the conduct of his own affairs.<\/p>\n

32<\/p>\n

\n

No provision of this Indenture shall be construed to relieve the Trustee from
\nliability for its own negligent action, its own negligent failure to act or its
\nown willful misconduct, except that<\/p>\n

(a) prior to the occurrence of an Event of Default with respect to the
\nSecurities of any series and after the curing or waiving of all such Events of
\nDefault with respect to such series which may have occurred:<\/p>\n

(i) the duties and obligations of the Trustee with respect to the Securities
\nof such series shall be determined solely by the express provisions of this
\nIndenture, and the Trustee shall not be liable except for the performance of
\nsuch duties and obligations as are specifically set forth in this Indenture, and
\nno implied covenants or obligations shall be read into this Indenture against
\nthe Trustee; and<\/p>\n

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may
\nconclusively rely, as to the truth of the statements and the correctness of the
\nopinions expressed therein, upon any statements, certificates or opinions
\nfurnished to the Trustee and conforming to the requirements of this Indenture;
\nbut in the case of any such statements, certificates or opinions which by any
\nprovision hereof are specifically required to be furnished to the Trustee, the
\nTrustee shall be under a duty to examine the same to determine whether or not
\nthey conform to the requirements of this Indenture;<\/p>\n

(b) the Trustee shall not be liable for any error of judgment made in good
\nfaith by a Responsible Officer or Responsible Officers of the Trustee, unless it
\nshall be proved that the Trustee was negligent in ascertaining the pertinent
\nfacts; and<\/p>\n

(c) the Trustee shall not be liable with respect to any action taken or
\nomitted to be taken by it in good faith in accordance with the direction of the
\nHolders pursuant to Section 4.09 relating to the time, method and place of
\nconducting any proceeding for any remedy available to the Trustee, or exercising
\nany trust or power conferred upon the Trustee, under this Indenture.<\/p>\n

None of the provisions contained in this Indenture shall require the Trustee
\nto expend or risk its own funds or otherwise incur personal financial liability
\nin the performance of any of its duties or in the exercise of any of its rights
\nor powers, if there shall be reasonable ground for believing that the repayment
\nof such funds or adequate indemnity against such liability is not reasonably
\nassured to it.<\/p>\n

33<\/p>\n

\n

The provisions of this Section 5.01 are in furtherance of and subject to
\nSections 315 and 316 of the Trust Indenture Act of 1939.<\/p>\n

Section 5.02. Certain Rights of the Trustee. <\/em>In furtherance of and
\nsubject to the Trust Indenture Act of 1939, and subject to Section 5.01:<\/p>\n

(a) the Trustee may rely and shall be protected in acting or refraining from
\nacting upon any resolution, Officers153 Certificate or any other certificate,
\nstatement, instrument, opinion, report, notice, request, consent, order, bond,
\ndebenture, note, coupon, security or other paper or document believed by it to
\nbe genuine and to have been signed or presented by the proper party or parties;\n<\/p>\n

(b) any request, direction, order or demand of the Issuer mentioned herein
\nshall be sufficiently evidenced by an Officers153 Certificate (unless other
\nevidence in respect thereof be herein specifically prescribed); and any
\nresolution of the Board of Directors may be evidenced to the Trustee by a copy
\nthereof certified by the secretary or an assistant secretary of the Issuer;<\/p>\n

(c) the Trustee may consult with counsel and any advice or Opinion of Counsel
\nshall be full and complete authorization and protection in respect of any action
\ntaken, suffered or omitted to be taken by it hereunder in good faith and in
\naccordance with such advice or Opinion of Counsel;<\/p>\n

(d) the Trustee shall be under no obligation to exercise any of the trusts or
\npowers vested in it by this Indenture at the request, order or direction of any
\nof the Securityholders pursuant to the provisions of this Indenture, unless such
\nSecurityholders shall have offered to the Trustee reasonable security or
\nindemnity against the costs, expenses and liabilities which might be incurred
\ntherein or thereby;<\/p>\n

(e) the Trustee shall not be liable for any action taken or omitted by it in
\ngood faith and believed by it to be authorized or within the discretion, rights
\nor powers conferred upon it by this Indenture;<\/p>\n

(f) prior to the occurrence of an Event of Default hereunder and after the
\ncuring or waiving of all Events of Default, the Trustee shall not be bound to
\nmake any investigation into the facts or matters stated in any resolution,
\ncertificate, statement, instrument, opinion, report, notice, request, consent,
\norder, approval, appraisal, bond, debenture, note, coupon, security, or other
\npaper or document unless requested in writing so to do by the Holders of not
\nless than a majority in aggregate principal amount of the Securities of all
\nseries affected then Outstanding; provided<\/em> that, if the payment within
\na reasonable time to the Trustee of the costs, expenses or liabilities likely to
\nbe incurred by it in the making of such investigation is, in the opinion of the
\nTrustee, not reasonably assured to the Trustee by the security afforded to it by
\nthe terms of this Indenture, the Trustee may require reasonable indemnity
\nagainst such expenses or liabilities as a condition to proceeding; the
\nreasonable expenses of every such investigation shall be paid by the Issuer or,
\nif paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer
\nupon demand; and<\/p>\n

34<\/p>\n

\n

(g) the Trustee may execute any of the trusts or powers hereunder or perform
\nany duties hereunder either directly or by or through agents or attorneys not
\nregularly in its employ and the Trustee shall not be responsible for any
\nmisconduct or negligence on the part of any such agent or attorney appointed
\nwith due care by it hereunder.<\/p>\n

Section 5.03. Trustee Not Responsible for Recitals, Disposition of
\nSecurities or Application of Proceeds Thereof. <\/em>The recitals contained
\nherein and in the Securities, except the Trustee153s certificates of
\nauthentication, shall be taken as the statements of the Issuer, and the Trustee
\nassumes no responsibility for the correctness of the same. The Trustee makes no
\nrepresentation as to the validity or sufficiency of this Indenture or of the
\nSecurities. The Trustee shall not be accountable for the use or application by
\nthe Issuer of any of the Securities or of the proceeds thereof.<\/p>\n

Section 5.04. Trustee and Agents May Hold Securities, etc. <\/em>The
\nTrustee or any agent of the Issuer or the Trustee, in its individual or any
\nother capacity, may become the owner or pledgee of Securities with the same
\nrights it would have if it were not the Trustee or such agent and may otherwise
\ndeal with the Issuer and receive, collect, hold and retain collections from the
\nIssuer with the same rights it would have if it were not the Trustee or such
\nagent.<\/p>\n

Section 5.05. Moneys Held by Trustee. <\/em>Subject to the provisions of
\nSection 9.04 hereof, all moneys received by the Trustee shall, until used or
\napplied as herein provided, be held in trust for the purposes for which they
\nwere received, but need not be segregated from other funds except to the extent
\nrequired by mandatory provisions of law. Neither the Trustee nor any agent of
\nthe Issuer or the Trustee shall be under any liability for interest on any
\nmoneys received by it hereunder.<\/p>\n

Section 5.06. Compensation and Indemnification of Trustee and Its Prior
\nClaim. <\/em>The Issuer covenants and agrees to pay to the Trustee from time to
\ntime, and the Trustee shall be entitled to, reasonable compensation (which shall
\nnot be limited by any provision of law in regard to the compensation of a
\ntrustee of an express trust) and the Issuer covenants and agrees to pay or
\nreimburse the Trustee and each predecessor Trustee upon its request for all
\nreasonable expenses, disbursements and advances incurred or made by or on behalf
\nof it in accordance with any of the provisions of this Indenture (including the
\nreasonable compensation and the expenses and disbursements of its counsel and of
\nall agents and other persons not regularly in its employ) except to the extent
\nany such expense, disbursement or advance may arise from its negligence or bad
\nfaith. The Issuer also covenants to indemnify the Trustee and each predecessor
\nTrustee for, and to hold it harmless against, any loss, liability or expense
\narising out of or in connection with the<\/p>\n

35<\/p>\n

\n

acceptance or administration of this Indenture or the trusts hereunder and
\nthe performance of its duties hereunder, including the costs and expenses of
\ndefending itself against or investigating any claim of liability in the
\npremises, except to the extent such loss, liability or expense is due to the
\nnegligence or bad faith of the Trustee or such predecessor Trustee. The
\nobligations of the Issuer under this Section to compensate and indemnify the
\nTrustee and each predecessor Trustee and to pay or reimburse the Trustee and
\neach predecessor Trustee for expenses, disbursements and advances shall
\nconstitute additional Indebtedness hereunder and shall survive the satisfaction
\nand discharge of this Indenture. Such additional Indebtedness shall be a senior
\nclaim to that of the Securities upon all property and funds held or collected by
\nthe Trustee as such, except funds held in trust for the benefit of the holders
\nof particular Securities, and the Securities are hereby subordinated to such
\nsenior claim.<\/p>\n

Section 5.07. Right of Trustee to Rely on Officers153 Certificate, etc.
\n<\/em>Subject to Sections 5.01 and 5.02, whenever in the administration of the
\ntrusts of this Indenture the Trustee shall deem it necessary or desirable that a
\nmatter be proved or established prior to taking or suffering or omitting any
\naction hereunder, such matter (unless other evidence in respect thereof be
\nherein specifically prescribed) may, in the absence of negligence or bad faith
\non the part of the Trustee, be deemed to be conclusively proved and established
\nby an Officers153 Certificate delivered to the Trustee, and such certificate, in
\nthe absence of negligence or bad faith on the part of the Trustee, shall be full
\nwarrant to the Trustee for any action taken, suffered or omitted by it under the
\nprovisions of this Indenture upon the faith thereof.<\/p>\n

Section 5.08. Persons Eligible for Appointment as Trustee. <\/em>The
\nTrustee for each series of Securities hereunder shall at all times be a
\ncorporation having a combined capital and surplus of at least $50,000,000, and
\nwhich is eligible in accordance with the provisions of Section 3 10(a) of the
\nTrust Indenture Act of 1939. If such corporation publishes reports of condition
\nat least annually, pursuant to law or to the requirements of a Federal, State or
\nDistrict of Columbia supervising or examining authority, then for the purposes
\nof this Section, the combined capital and surplus of such corporation shall be
\ndeemed to be its combined capital and surplus as set forth in its most recent
\nreport of condition so published.<\/p>\n

Section 5.09. Resignation and Removal; Appointment of Successor
\nTrustee<\/em>. (a) The Trustee, or any trustee or trustees hereafter appointed,
\nmay at any time resign with respect to one or more or all series of Securities
\nby giving written notice of resignation to the Issuer and by mailing notice
\nthereof by first class mail to Holders of the applicable series of Securities at
\ntheir last addresses as they shall appear on the Security register. Upon
\nreceiving such notice of resignation, the Issuer shall promptly appoint a
\nsuccessor trustee or trustees with respect to the applicable series by written
\ninstrument in duplicate, executed by authority of the Board of Directors, one
\ncopy of which instrument shall be delivered to the resigning Trustee and one
\ncopy to the successor trustee or trustees. If no<\/p>\n

36<\/p>\n

\n

successor trustee shall have been so appointed with respect to any series and
\nhave accepted appointment within 30 days after the mailing of such notice of
\nresignation, the resigning trustee may petition any court of competent
\njurisdiction for the appointment of a successor trustee, or any Securityholder
\nwho has been a bona fide Holder of a Security or Securities of the applicable
\nseries for at least six months may, subject to the provisions of Section 4.12,
\non behalf of himself and all others similarly situated, petition any such court
\nfor the appointment of a successor trustee. Such court may thereupon, after such
\nnotice, if any, as it may deem proper and prescribe, appoint a successor
\ntrustee.<\/p>\n

(b) In case at any time any of the following shall occur:<\/p>\n

(i) the Trustee shall fail to comply with the provisions of Section 310(b) of
\nthe Trust Indenture Act of 1939 with respect to any series of Securities after
\nwritten request therefor by the Issuer or by any Securityholder who has been a
\nbona fide Holder of a Security or Securities of such series for at least six
\nmonths; or<\/p>\n

(ii) the Trustee shall cease to be eligible in accordance with the provisions
\nof Section 3 10(a) of the Trust Indenture Act of 1939 and shall fail to resign
\nafter written request therefor by the Issuer or by any Securityholder; or<\/p>\n

(iii) the Trustee shall become incapable of acting with respect to any series
\nof Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or
\nliquidator of the Trustee or of its property shall be appointed, or any public
\nofficer shall take charge or control of the Trustee or of its property or
\naffairs for the purpose of rehabilitation, conservation or liquidation;<\/p>\n

then, in any such case, the Issuer may remove the Trustee with respect to the
\napplicable series of Securities and appoint a successor trustee for such series
\nby written instrument, in duplicate, executed by order of the Board of Directors
\nof the Issuer, one copy of which instrument shall be delivered to the Trustee so
\nremoved and one copy to the successor trustee, or, subject to Section 315(e) of
\nthe Trust Indenture Act of 1939, any Securityholder who has been a bona fide
\nHolder of a Security or Securities of such series for at least six months may on
\nbehalf of himself and all others similarly situated, petition any court of
\ncompetent jurisdiction for the removal of the Trustee and the appointment of a
\nsuccessor trustee with respect to such series. Such court may thereupon, after
\nsuch notice, if any, as it may deem proper and prescribe, remove the Trustee and
\nappoint a successor trustee.<\/p>\n

(c) The Holders of a majority in aggregate principal amount of the Securities
\nof each series at the time Outstanding may at any time remove the Trustee with
\nrespect to Securities of such series and appoint a successor trustee with
\nrespect to the Securities of such series by delivering to the Trustee so
\nremoved, to the successor trustee so appointed and to the Issuer the evidence
\nprovided for in Section 6.01 of the action in that regard taken by the
\nSecurityholders.<\/p>\n

37<\/p>\n

\n

(d) Any resignation or removal of the Trustee with respect to any series and
\nany appointment of a successor trustee with respect to such series pursuant to
\nany of the provisions of this Section 5.09 shall become effective upon
\nacceptance of appointment by the successor trustee as provided in Section 5.10.\n<\/p>\n

Section 5.10. Acceptance of Appointment by Successor Trustee. <\/em>Any
\nsuccessor trustee appointed as provided in Section 5.09 shall execute and
\ndeliver to the Issuer and to its predecessor trustee an instrument accepting
\nsuch appointment hereunder, and thereupon the resignation or removal of the
\npredecessor trustee with respect to all or any applicable series shall become
\neffective and such successor trustee, without any further act, deed or
\nconveyance, shall become vested with all rights, powers, duties and obligations
\nwith respect to such series of its predecessor hereunder, with like effect as if
\noriginally named as trustee for such series hereunder; but, nevertheless, on the
\nwritten request of the Issuer or of the successor trustee, upon payment of its
\ncharges then unpaid, the trustee ceasing to act shall, subject to Section 9.04,
\npay over to the successor trustee all moneys at the time held by it hereunder
\nand shall execute and deliver an instrument transferring to such successor
\ntrustee all such rights, powers, duties and obligations. Upon request of any
\nsuch successor trustee, the Issuer shall execute any and all instruments in
\nwriting for more fully and certainly vesting in and confirming to such successor
\ntrustee all such rights and powers. Any trustee ceasing to act shall,
\nnevertheless, retain a prior claim upon all property or funds held or collected
\nby such trustee to secure any amounts then due it pursuant to the provisions of
\nSection 5.06.<\/p>\n

If a successor trustee is appointed with respect to the Securities of one or
\nmore (but not all) series, the Issuer, the predecessor Trustee and each
\nsuccessor trustee with respect to the Securities of any applicable series shall
\nexecute and deliver an indenture supplemental hereto which shall contain such
\nprovisions as shall be deemed necessary or desirable to confirm that all the
\nrights, powers, trusts and duties of the predecessor Trustee with respect to the
\nSecurities of any series as to which the predecessor Trustee is not retiring
\nshall continue to be vested in the predecessor Trustee, and shall add to or
\nchange any of the provisions of this Indenture as shall be necessary to provide
\nfor or facilitate the administration of the trusts hereunder by more than one
\ntrustee, it being understood that nothing herein or in such supplemental
\nindenture shall constitute such trustees co-trustees of the same trust and that
\neach such trustee shall be trustee of a trust or trusts under separate
\nindentures.<\/p>\n

Upon acceptance of appointment by any successor trustee as provided in this
\nSection 5.10, the Issuer shall mail notice thereof by first-class mail to the
\nHolders of Securities of any series for which such successor trustee is acting
\nas trustee at their last addresses as they shall appear in the Security
\nregister. If the acceptance of appointment is substantially contemporaneous with
\nthe resignation,<\/p>\n

38<\/p>\n

\n

then the notice called for by the preceding sentence may be combined with the
\nnotice called for by Section 5.09. If the Issuer fails to mail such notice
\nwithin ten days after acceptance of appointment by the successor trustee, the
\nsuccessor trustee shall cause such notice to be mailed at the expense of the
\nIssuer.<\/p>\n

Section 5.11. Merger, Conversion, Consolidation or Succession to Business
\nof Trustee. <\/em>Any corporation into which the Trustee may be merged or
\nconverted or with which it may be consolidated, or any corporation resulting
\nfrom any merger, conversion or consolidation to which the Trustee shall be a
\nparty, or any corporation succeeding to all or substantially all the corporate
\ntrust business of the Trustee, shall be the successor of the Trustee hereunder,
\nprovided<\/em> that such corporation shall be eligible under the provisions
\nof Section 5.08, without the execution or filing of any paper or any further act
\non the part of any of the parties hereto, anything herein to the contrary
\nnotwithstanding.<\/p>\n

In case at the time such successor to the Trustee shall succeed to the trusts
\ncreated by this Indenture any of the Securities of any series shall have been
\nauthenticated but not delivered, any such successor to the Trustee may adopt the
\ncertificate of authentication of any predecessor Trustee and deliver such
\nSecurities so authenticated; and, in case at that time any of the Securities of
\nany series shall not have been authenticated, any successor to the Trustee may
\nauthenticate such Securities either in the name of any predecessor hereunder or
\nin the name of the successor Trustee; and in all such cases such certificate
\nshall have the full force which it is anywhere in the Securities of such series
\nor in this Indenture provided that the certificate of the Trustee shall have;
\nprovided<\/em>, that the right to adopt the certificate of authentication of
\nany predecessor Trustee or to authenticate Securities of any series in the name
\nof any predecessor Trustee shall apply only to its successor or successors by
\nmerger, conversion or consolidation.<\/p>\n

Section 5.12. Preferential Collection of Claims Against the Issuer.
\n<\/em>Reference is made to Section 311 of the Trust Indenture Act of 1939, as
\namended.<\/p>\n

ARTICLE 6<\/p>\n

CONCERNING THE SECURITYHOLDERS<\/p>\n

Section 6.01. Evidence of Action Taken by Securityholders. <\/em>Any
\nrequest, demand, authorization, direction, notice, consent, waiver or other
\naction provided by this Indenture to be given or taken by a specified percentage
\nin principal amount of the Securityholders of any or all series may be embodied
\nin and evidenced by one or more instruments of substantially similar tenor
\nsigned by such specified percentage of Securityholders in person or by agent
\nduly appointed in writing; and, except as herein otherwise expressly provided,
\nsuch action shall become effective when such instrument or instruments are
\ndelivered to the Trustee. Proof of execution of any instrument or of a writing
\nappointing any such agent shall be sufficient for any purpose of this Indenture
\nand (subject to Sections 5.01 and 5.02) conclusive in favor of the Trustee and
\nthe Issuer, if made in the manner provided in this Article.<\/p>\n

39<\/p>\n

\n

Section 6.02. Proof of Execution of Instruments and of Holding of
\nSecurities; Record Date. <\/em>Subject to Sections 5.01 and 5.02, the execution
\nof any instrument by a Securityholder or his agent or proxy may be proved in
\naccordance with such reasonable rules and regulations as may be prescribed by
\nthe Trustee or in such manner as shall be satisfactory to the Trustee. The
\nholding of Securities shall be proved by the Security register or by a
\ncertificate of the registrar thereof. The Issuer may set a record date for
\npurposes of determining the identity of holders of Securities of any series
\nentitled to vote or consent to any action referred to in Section 6.01 which
\nrecord date may be set at any time or from time to time by notice to the
\nTrustee, for any date or dates (in the case of any adjournment or
\nreconsideration) not more than 60 days nor less than five days prior to the
\nproposed date of such vote or consent, and thereafter, notwithstanding any other
\nprovisions hereof, only holders of Securities of such series of record on such
\nrecord date shall be entitled to so vote or give such consent or revoke such
\nvote or consent.<\/p>\n

Section 6.03. Holders to Be Treated as Owners. <\/em>The Issuer, the
\nTrustee and any agent of the Issuer or the Trustee may deem and treat the person
\nin whose name any Security shall be registered upon the Security register for
\nsuch series as the absolute owner of such Security (whether or not such Security
\nshall be overdue and notwithstanding any notation of ownership or other writing
\nthereon) for the purpose of receiving payment of or on account of the principal
\nof and, subject to the provisions of this Indenture, interest on such Security
\nand for all other purposes; and neither the Issuer nor the Trustee nor any agent
\nof the Issuer or the Trustee shall be affected by any notice to the contrary.
\nAll such payments so made to any such person, or upon his order, shall be valid,
\nand, to the extent of the sum or sums so paid, effectual to satisfy and
\ndischarge the liability for moneys payable upon any such Security.<\/p>\n

Section 6.04. Securities Owned By Issuer Deemed Not Outstanding. <\/em>In
\ndetermining whether the Holders of the requisite aggregate principal amount of
\nOutstanding Securities of any or all series have concurred in any direction,
\nconsent or waiver under this Indenture, Securities which are owned by the Issuer
\nor any other obligor on the Securities or by any person directly or indirectly
\ncontrolling or controlled by or under direct or indirect common control with the
\nIssuer or any other obligor on the Securities shall be disregarded and deemed
\nnot to be Outstanding for the purpose of any such determination, except that for
\nthe purpose of determining whether the Trustee shall be protected in relying on
\nany such direction, consent or waiver only Securities which the Trustee knows
\nare so owned shall be so disregarded. Securities so owned which have been
\npledged in good faith may be regarded as Outstanding if the pledgee establishes
\nto the satisfaction of the Trustee the pledgee153s right so to act with respect to
\nsuch Securities and that the pledgee is not the Issuer or any other obligor upon
\nthe Securities or any person directly or indirectly controlling or controlled by
\nor under<\/p>\n

40<\/p>\n

\n

direct or indirect common control with the Issuer or any other obligor on the
\nSecurities. In case of a dispute as to such right, the advice of counsel shall
\nbe full protection in respect of any decision made by the Trustee in accordance
\nwith such advice. Upon request of the Trustee, the Issuer shall furnish to the
\nTrustee promptly an Officers153 Certificate listing and identifying all
\nSecurities, if any, known by the Issuer to be owned or held by or for the
\naccount of any of the above-described persons; and, subject to Sections 5.01 and
\n5.02, the Trustee shall be entitled to accept such Officers153 Certificate as
\nconclusive evidence of the facts therein set forth and of the fact that all
\nSecurities not listed therein are Outstanding for the purpose of any such
\ndetermination.<\/p>\n

Section 6.05. Right of Revocation of Action Taken. <\/em>At any time prior
\nto (but not after) the evidencing to the Trustee, as provided in Section 6.01,
\nof the taking of any action by the Holders of the percentage in aggregate
\nprincipal amount of the Securities of any or all series, as the case may be,
\nspecified in this Indenture in connection with such action, any Holder of a
\nSecurity the serial number of which is shown by the evidence to be included
\namong the serial numbers of the Securities the Holders of which have consented
\nto such action may, by filing written notice at the Corporate Trust Office and
\nupon proof of holding as provided in this Article, revoke such action so far as
\nconcerns such Security. Except as aforesaid any such action taken by the Holder
\nof any Security shall be conclusive and binding upon such Holder and upon all
\nfuture Holders and owners of such Security and of any Securities issued in
\nexchange or substitution therefor or on registration of transfer thereof,
\nirrespective of whether or not any notation in regard thereto is made upon any
\nsuch Security. Any action taken by the Holders of the percentage in aggregate
\nprincipal amount of the Securities of any or all series, as the case may be,
\nspecified in this Indenture in connection with such action shall be conclusively
\nbinding upon the Issuer, the Trustee and the Holders of all the Securities
\naffected by such action.<\/p>\n

ARTICLE 7<\/p>\n

SUPPLEMENTAL INDENTURES<\/p>\n

Section 7.01. Supplemental Indentures Without Consent of Securityholders.
\n<\/em>The Issuer, when authorized by a resolution of its Board of Directors
\n(which resolution may provide general terms or parameters for such action and
\nmay provide that the specific terms of such action may be determined in
\naccordance with or pursuant to an Issuer Order), and the Trustee may from time
\nto time and at any time enter into an indenture or indentures supplemental
\nhereto for one or more of the following purposes:<\/p>\n

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as
\nsecurity for the Securities of one or more series any property or assets;<\/p>\n

41<\/p>\n

\n

(b) to evidence the succession of another corporation to the Issuer, or
\nsuccessive successions, and the assumption by the successor corporation of the
\ncovenants, agreements and obligations of the Issuer pursuant to Article 8;<\/p>\n

(c) to add to the covenants of the Issuer such further covenants,
\nrestrictions, conditions or provisions as its Board of Directors and the Trustee
\nshall consider to be for the protection of the Holders of Securities, and to
\nmake the occurrence, or the occurrence and continuance, of a default in any such
\nadditional covenants, restrictions, conditions or provisions an Event of Default
\npermitting the enforcement of all or any of the several remedies provided in
\nthis Indenture as herein set forth; provided<\/em>, that in respect of any
\nsuch additional covenant, restriction, condition or provision such supplemental
\nindenture may provide for a particular period of grace after default (which
\nperiod may be shorter or longer than that allowed in the case of other defaults)
\nor may provide for an immediate enforcement upon such an Event of Default or may
\nlimit the remedies available to the Trustee upon such an Event of Default or may
\nlimit the right of the Holders of a majority in aggregate principal amount of
\nthe Securities of such series to waive such an Event of Default;<\/p>\n

(d) to cure any ambiguity or to correct or supplement any provision contained
\nherein or in any supplemental indenture, which may be defective or inconsistent
\nwith any other provision contained herein or in any supplemental indenture; or
\nto make such other provisions in regard to matters or questions arising under
\nthis Indenture or under any supplemental indenture as the Board of Directors may
\ndeem necessary or desirable; provided<\/em> that no such action shall
\nadversely affect the interests of the Holders of the Securities in any material
\nrespect;<\/p>\n

(e) to establish the form or terms of Securities of any series as permitted
\nby Sections 2.01 and 2.03; and<\/p>\n

(f) to evidence and provide for the acceptance of appointment hereunder by a
\nsuccessor trustee with respect to the Securities of one or more series and to
\nadd to or change any of the provisions of this Indenture as shall be necessary
\nto provide for or facilitate the administration of the trusts hereunder by more
\nthan one trustee, pursuant to the requirements of Section 5.10.<\/p>\n

The Trustee is hereby authorized to join with the Issuer in the execution of
\nany such supplemental indenture, to make any further appropriate agreements and
\nstipulations which may be therein contained and to accept the conveyance,
\ntransfer, assignment, mortgage or pledge of any property thereunder, but the
\nTrustee shall not be obligated to enter into any such supplemental indenture
\nwhich affects the Trustee153s own rights, duties or immunities under this
\nIndenture or otherwise.<\/p>\n

42<\/p>\n

\n

Any supplemental indenture authorized by the provisions of this Section may
\nbe executed without the consent of the Holders of any of the Securities at the
\ntime Outstanding, notwithstanding any of the provisions of Section 7.02.<\/p>\n

Section 7.02. Supplemental Indentures With Consent of Securityholders.
\n<\/em>With the consent (evidenced as provided in Article 6) of the Holders of not
\nless than a majority in aggregate principal amount of the Securities at the time
\nOutstanding of each series affected by such supplemental indenture, the Issuer,
\nwhen authorized by a resolution of its Board of Directors, and the Trustee may,
\nfrom time to time and at any time, enter into an indenture or indentures
\nsupplemental hereto for the purpose of adding any provisions to or changing in
\nany manner or eliminating any of the provisions of this Indenture or of any
\nsupplemental indenture or of modifying in any manner the rights of the Holders
\nof the Securities of each such series; provided<\/em>, that no such
\nsupplemental indenture shall (a) extend the final maturity of any Security, or
\nreduce the principal amount thereof, or reduce the rate or extend the time of
\npayment of interest thereon, or reduce any amount payable on redemption thereof
\nor reduce the amount of the principal of an Original Issue Discount Security
\nthat would be due and payable upon an acceleration of the maturity thereof
\npursuant to Section 4.01 or the amount thereof provable in bankruptcy pursuant
\nto Section 4.02, or impair or affect the right of any Securityholder to
\ninstitute suit for the payment thereof or, if the Securities provide therefor,
\nany right of repayment at the option of the Securityholder without the consent
\nof the Holder of each Security so affected, or (b) reduce the aforesaid
\npercentage of Securities of any series, the consent of the Holders of which is
\nrequired for any such supplemental indenture, without the consent of the Holders
\nof each Security so affected.<\/p>\n

A supplemental indenture which changes or eliminates any covenant or other
\nprovision of this Indenture which has expressly been included solely for the
\nbenefit of one or more particular series of Securities, or which modifies the
\nrights of holders of Securities of such series with respect to such covenant or
\nprovision, shall be deemed not to affect the rights under this Indenture of the
\nholders of Securities of any other series.<\/p>\n

Upon the request of the Issuer, accompanied by a copy of a resolution of the
\nBoard of Directors certified by the secretary or an assistant secretary of the
\nIssuer authorizing the execution of any such supplemental indenture, and upon
\nthe filing with the Trustee of evidence of the consent of Securityholders as
\naforesaid and other documents, if any, required by Section 6.01, the Trustee
\nshall join with the Issuer in the execution of such supplemental indenture
\nunless such supplemental indenture affects the Trustee153s own rights, duties or
\nimmunities under this Indenture or otherwise, in which case the Trustee may in
\nits discretion, but shall not be obligated to, enter into such supplemental
\nindenture.<\/p>\n

It shall not be necessary for the consent of the Securityholders under this
\nSection to approve the particular form of any proposed supplemental indenture,
\nbut it shall be sufficient if such consent shall approve the substance thereof.\n<\/p>\n

43<\/p>\n

\n

Promptly after the execution by the Issuer and the Trustee of any
\nsupplemental indenture pursuant to the provisions of this Section, the Issuer
\nshall mail a notice thereof by first class mail to the Holders of Securities of
\neach series affected thereby at their addresses as they shall appear on the
\nregistry books of the Issuer, setting forth in general terms the substance of
\nsuch supplemental indenture. Any failure of the Issuer to mail such notice, or
\nany defect therein, shall not, however, in any way impair or affect the validity
\nof any such supplemental indenture.<\/p>\n

Section 7.03. Effect of Supplemental Indenture. <\/em>Upon the execution
\nof any supplemental indenture pursuant to the provisions hereof, this Indenture
\nshall be and be deemed to be modified and amended in accordance therewith and
\nthe respective rights, limitations of rights, obligations, duties and immunities
\nunder this Indenture of the Trustee, the Issuer and the Holders of Securities of
\neach series affected thereby shall thereafter be determined, exercised and
\nenforced hereunder subject in all respects to such modifications and amendments,
\nand all the terms and conditions of any such supplemental indenture shall be and
\nbe deemed to be part of the terms and conditions of this Indenture for any and
\nall purposes.<\/p>\n

Section 7.04. Documents to Be Given to Trustee. <\/em>The Trustee, subject
\nto the provisions of Sections 5.01 and 5.02, may receive an Officers153
\nCertificate and an Opinion of Counsel as conclusive evidence that any
\nsupplemental indenture executed pursuant to this Article 7 complies with the
\napplicable provisions of this Indenture.<\/p>\n

Section 7.05. Notation on Securities in Respect of Supplemental
\nIndentures. <\/em>Securities of any series authenticated and delivered after the
\nexecution of any supplemental indenture pursuant to the provisions of this
\nArticle may bear a notation in form approved by the Trustee for such series as
\nto any matter provided for by such supplemental indenture. If the Issuer or the
\nTrustee shall so determine, new Securities of any series so modified as to
\nconform, in the opinion of the Trustee and the Board of Directors, to any
\nmodification of this Indenture contained in any such supplemental indenture may
\nbe prepared by the Issuer, authenticated by the Trustee and delivered in
\nexchange for the Securities of such series then Outstanding.<\/p>\n

ARTICLE 8<\/p>\n

CONSOLIDATION, MERGER, SALE OR CONVEYANCE<\/p>\n

Section 8.01. Issuer May Consolidate, Etc., on Certain Terms. <\/em>The
\nIssuer covenants that it will not merge or consolidate with any other
\ncorporation or sell or convey all or substantially all of its assets to any
\nPerson, unless (i) either the Issuer shall be the continuing corporation, or the
\nsuccessor corporation or the Person which acquires by sale or conveyance
\nsubstantially all the assets of the Issuer (if other than the Issuer) shall be a
\ncorporation organized under the laws of the United States of America or any
\nState<\/p>\n

44<\/p>\n

\n

thereof and shall expressly assume the due and punctual payment of the
\nprincipal of and interest on all the Securities, according to their tenor, and
\nthe due and punctual performance and observance of all of the covenants and
\nconditions of this Indenture to be performed or observed by the Issuer, by
\nsupplemental indenture in form satisfactory to the Trustee, executed and
\ndelivered to the Trustee by such corporation, and (ii) the Issuer or such
\nsuccessor corporation, as the case may be, shall not, immediately after such
\nmerger or consolidation, or such sale or conveyance, be in default in the
\nperformance of any such covenant or condition of this Indenture.<\/p>\n

Section 8.02. Successor Corporation Substituted. <\/em>In case of any such
\nconsolidation, merger, sale or conveyance, and following such an assumption by
\nthe successor corporation, such successor corporation shall succeed to and be
\nsubstituted for the Issuer, with the same effect as if it had been named herein.
\nSuch successor corporation may cause to be signed, and may issue either in its
\nown name or in the name of the Issuer prior to such succession any or all of the
\nSecurities issuable hereunder which theretofore shall not have been signed by
\nthe Issuer and delivered to the Trustee; and, upon the order of such successor
\ncorporation instead of the Issuer and subject to all the terms, conditions and
\nlimitations in this Indenture prescribed, the Trustee shall authenticate and
\nshall deliver any Securities which previously shall have been signed and
\ndelivered by the officers of the Issuer to the Trustee for authentication, and
\nany Securities which such successor corporation thereafter shall cause to be
\nsigned and delivered to the Trustee for that purpose. All of the Securities so
\nissued shall in all respects have the same legal rank and benefit under this
\nIndenture as the Securities theretofore or thereafter issued in accordance with
\nthe terms of this Indenture as though all of such Securities had been issued at
\nthe date of the execution hereof.<\/p>\n

In case of any such consolidation, merger, sale, lease or conveyance such
\nchanges in phraseology and form (but not in substance) may be made in the
\nSecurities thereafter to be issued as may be appropriate.<\/p>\n

In the event of any such sale or conveyance (other than a conveyance by way
\nof lease) the Issuer or any successor corporation which shall theretofore have
\nbecome such in the manner described in this Article shall be discharged from all
\nobligations and covenants under this Indenture and the Securities and may be
\nliquidated and dissolved.<\/p>\n

Section 8.03. Opinion of Counsel to Trustee. <\/em>The Trustee, subject to
\nthe provisions of Sections 5.01 and 5.02, may receive an Opinion of Counsel,
\nprepared in accordance with Section 10.05, as conclusive evidence that any such
\nconsolidation, merger, sale, lease or conveyance, and any such assumption, and
\nany such liquidation or dissolution, complies with the applicable provisions of
\nthis Indenture.<\/p>\n

45<\/p>\n

\n

ARTICLE 9<\/p>\n

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS<\/p>\n

Section 9.01. Satisfaction and Discharge of Indenture. <\/em>If at any
\ntime (a) the Issuer shall have paid or caused to be paid the principal of and
\ninterest on all the Securities of any series Outstanding hereunder (other than
\nSecurities of such series which have been destroyed, lost or stolen and which
\nhave been replaced or paid as provided in Section 2.09) as and when the same
\nshall have become due and payable, or (b) the Issuer shall have delivered to the
\nTrustee for cancellation all Securities of any series theretofore authenticated
\n(other than any Securities of such series which shall have been destroyed, lost
\nor stolen and which shall have been replaced or paid as provided in Section
\n2.09) or (c) (i) all the Securities of such series not theretofore delivered to
\nthe Trustee for cancellation shall have become due and payable, or are by their
\nterms to become due and payable within one year or are to be called for
\nredemption within one year under arrangements satisfactory to the Trustee for
\nthe giving of notice of redemption, and (ii) the Issuer shall have irrevocably
\ndeposited or caused to be deposited with the Trustee as trust funds the entire
\namount in cash (other than moneys repaid by the Trustee or any paying agent to
\nthe Issuer in accordance with Section 9.04) or direct obligations of the United
\nStates of America, backed by its full faith and credit (“U.S. Government
\nObligations<\/strong>“), maturing as to principal and interest in such amounts
\nand at such times as will insure the availability of cash sufficient (in case
\nU.S. Government Obligations have been so deposited, in the opinion of a
\nnationally recognized firm of independent public accountants expressed in a
\nwritten certification thereof delivered to the Trustee) to pay at maturity or
\nupon redemption all Securities of such series (other than any Securities of such
\nseries which shall have been destroyed, lost or stolen and which shall have been
\nreplaced or paid as provided in Section 2.09) not theretofore delivered to the
\nTrustee for cancellation, including principal and interest due or to become due
\non or prior to such date of maturity as the case may be, and if, in any such
\ncase, the Issuer shall also pay or cause to be paid all other sums payable
\nhereunder by the Issuer with respect to Securities of such series, then this
\nIndenture shall cease to be of further effect with respect to Securities of such
\nseries (except as to (i) rights of registration of transfer and exchange of
\nSecurities of such series, and the Issuer153s right of optional redemption, if
\nany, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
\nSecurities, (iii) rights of holders to receive payments of principal thereof and
\ninterest thereon, upon the original stated due dates therefor (but not upon
\nacceleration) and remaining rights of the holders to receive mandatory sinking
\nfund payments, if any, (iv) the rights, obligations and immunities of the
\nTrustee hereunder (v) the rights of the Securityholders of such series as
\nbeneficiaries hereof with respect to the property so deposited with the Trustee
\npayable to all or any of them and (vi) the obligations of the Issuer under
\nSection 3.02), and the Trustee, on demand of the Issuer accompanied by an
\nOfficers153 Certificate and an Opinion of Counsel and at the cost and expense of
\nthe Issuer, shall execute proper instruments acknowledging such satisfaction of
\nand discharging this Indenture with respect to such series; provided<\/em>,
\nthat<\/p>\n

46<\/p>\n

\n

the rights of Holders of the Securities to receive amounts in respect of
\nprincipal of and interest on the Securities held by them shall not be delayed
\nlonger than required by then-applicable mandatory rules or policies of any
\nsecurities exchange upon which the Securities are listed. The Issuer agrees to
\nreimburse the Trustee for any costs or expenses thereafter reasonably and
\nproperly incurred and to compensate the Trustee for any services thereafter
\nreasonably and properly rendered by the Trustee in connection with this
\nIndenture or the Securities of such series.<\/p>\n

Section 9.02. Application by Trustee of Funds Deposited for Payment of
\nSecurities. <\/em>Subject to Section 9.04, all moneys deposited with the Trustee
\npursuant to Section 9.01 shall be held in trust and applied by it to the
\npayment, either directly or through any paying agent (including the Issuer
\nacting as its own paying agent), to the Holders of the particular Securities of
\nsuch series for the payment or redemption of which such moneys have been
\ndeposited with the Trustee, of all sums due and to become due thereon for
\nprincipal and interest; but such money need not be segregated from other funds
\nexcept to the extent required by law.<\/p>\n

Section 9.03. Repayment of Moneys Held by Paying Agent. <\/em>In
\nconnection with the satisfaction and discharge of this Indenture or any
\ndefeasance under Article 12 with respect to Securities of any series, all moneys
\nthen held by any paying agent under the provisions of this Indenture with
\nrespect to such series of Securities shall, upon demand of the Issuer, be repaid
\nto it or paid to the Trustee and thereupon such paying agent shall be released
\nfrom all further liability with respect to such moneys.<\/p>\n

Section 9.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed
\nfor Two Years. <\/em>Any moneys deposited with or paid to the Trustee or any
\npaying agent for the payment of the principal of or interest on any Security of
\nany series and not applied but remaining unclaimed for two years after the date
\nupon which such principal or interest shall have become due and payable, shall,
\nupon the written request of the Issuer and unless otherwise required by
\nmandatory provisions of applicable escheat or abandoned or unclaimed property
\nlaw, be repaid to the Issuer by the Trustee for such series or such paying
\nagent, and the Holder of the Security of such series shall, unless otherwise
\nrequired by mandatory provisions of applicable escheat or abandoned or unclaimed
\nproperty laws, thereafter look only to the Issuer for any payment which such
\nHolder may be entitled to collect, and all liability of the Trustee or any
\npaying agent with respect to such moneys shall thereupon cease provided,
\nhowever<\/em>, that the Trustee or such paying agent, before being required to
\nmake any such repayment, may at the expense of the Issuer cause to be published
\nonce, in a newspaper published in the English language, customarily published on
\neach Business Day and of general circulation in the Borough of Manhattan, The
\nCity and State of New York, notice that such money remains unclaimed and that,
\nafter a date specified therein, which shall not be less than 30 days from the
\ndate of such publication, any unclaimed balance of such money then remaining
\nwill be repaid to the Issuer.<\/p>\n

47<\/p>\n

\n

ARTICLE 10<\/p>\n

MISCELLANEOUS PROVISIONS<\/p>\n

Section 10.01. Incorporators, Stockholders, Officer and Directors of
\nIssuer Exempt from Individual Liability. <\/em>No recourse under or upon any
\nobligation, covenant or agreement contained in this Indenture, or in any
\nSecurity, or because of any Indebtedness evidenced thereby, shall be had against
\nany incorporator, as such or against any past, present or future stockholder,
\nofficer or director, as such, of the Issuer or of any successor, either directly
\nor through the Issuer or any successor, under any rule of law, statute or
\nconstitutional provision or by the enforcement of any assessment or by any legal
\nor equitable proceeding or otherwise, all such liability being expressly waived
\nand released by the acceptance of the Securities by the holders thereof and as
\npart of the consideration for the issue of the Securities.<\/p>\n

Section 10.02. Provisions of Indenture for the Sole Benefit of Parties
\nand Securityholders. <\/em>Nothing in this Indenture or in the Securities,
\nexpressed or implied, shall give or be construed to give to any person, firm or
\ncorporation, other than the parties hereto and their successors and the Holders
\nof the Securities, any legal or equitable right, remedy or claim under this
\nIndenture or under any covenant or provision herein contained, all such
\ncovenants and provisions being for the sole benefit of the parties hereto and
\ntheir successors and of the Holders of the Securities.<\/p>\n

Section 10.03. Successors and Assigns of Issuer Bound by Indenture.
\n<\/em>All the covenants, stipulations, promises and agreements in this Indenture
\ncontained by or in behalf of the Issuer shall bind its successors and assigns,
\nwhether so expressed or not.<\/p>\n

Section 10.04. Notices and Demands on Issuer, Trustee and
\nSecurityholders. <\/em>Any notice or demand which by any provision of this
\nIndenture is required or permitted to be given or served by the Trustee or by
\nthe Holders of Securities to or on the Issuer may be given or served by being
\ndeposited postage prepaid, first-class mail (except as otherwise specifically
\nprovided herein) addressed (until another address of the Issuer is filed by the
\nIssuer with the Trustee) to Murphy Oil Corporation, 200 Peach Street, P.O. Box
\n7000, El Dorado, Arkansas 71731-7000. Any notice, direction, request or demand
\nby the Issuer or any Securityholder to or upon the Trustee shall be deemed to
\nhave been sufficiently given or made, for all purposes if in writing and by
\nbeing deposited postage prepaid, first-class mail (except as otherwise
\nspecifically provided herein) addressed to the Corporate Trust Office,
\nAttention: Corporate Trustee Administration Department.<\/p>\n

Where this Indenture provides for notice to Holders, such notice shall be
\nsufficiently given (unless otherwise herein expressly provided) if in writing
\nand mailed,. first-class postage prepaid, to each Holder entitled thereto, at
\nhis last address as it appears in the Security register. In any case where
\nnotice to Holders is given by mail, neither the failure to mail such notice, nor
\nany defect in any notice so mailed, to any particular Holder shall affect the
\nsufficiency of such notice with respect to other Holders.<\/p>\n

48<\/p>\n

\n

Where this Indenture provides for notice in any manner, such notice may be
\nwaived in writing by the person entitled to receive such notice, either before
\nor after the event, and such waiver shall be the equivalent of such notice.
\nWaivers of notice by Holders shall be filed with the Trustee, but such filing
\nshall not be a condition precedent to the validity of any action taken in
\nreliance upon such waiver.<\/p>\n

In case, by reason of the suspension of or irregularities in regular mail
\nservice, it shall be impracticable to mail notice to the Issuer and
\nSecurityholders when such notice is required to be given pursuant to any
\nprovision of this Indenture, then any manner of giving such notice as shall be
\nsatisfactory to the Trustee shall be deemed to be a sufficient giving of such
\nnotice.<\/p>\n

Section 10.05. Officers153 Certificates and Opinions of Counsel; Statement
\nto Be Contained Therein. <\/em>Upon any application or demand by the Issuer to
\nthe Trustee to take any action under any of the provisions of this Indenture,
\nthe Issuer shall furnish to the Trustee an Officers153 Certificate stating that
\nall conditions precedent provided for in this Indenture relating to the proposed
\naction have been complied with and an Opinion of Counsel stating that in the
\nopinion of such counsel all such conditions precedent have been complied with,
\nexcept that in the case of any such application or demand as to which the
\nfurnishing of such documents is specifically required by any provision of this
\nIndenture relating to such particular application or demand, no additional
\ncertificate or opinion need be furnished.<\/p>\n

Each certificate or opinion provided for in this Indenture and delivered to
\nthe Trustee with respect to compliance with a condition or covenant provided for
\nin this Indenture (other than the certificate required by Section 3.05) shall
\ninclude (a) a statement that the person making such certificate or opinion has
\nread such covenant or condition, (b) a brief statement as to the nature and
\nscope of the examination or investigation upon which the statements or opinions
\ncontained in such certificate or opinion are based, (c) a statement that, in the
\nopinion of such person, he has made such examination or investigation as is
\nnecessary to enable him to express an informed opinion as to whether or not such
\ncovenant or condition has been complied with and (d) a statement as to whether
\nor not, in the opinion of such person, such condition or covenant has been
\ncomplied with.<\/p>\n

Any certificate, statement or opinion of an officer of the Issuer may be
\nbased, insofar as it relates to legal matters, upon a certificate or opinion of
\nor representations by counsel, unless such officer knows that the certificate or
\nopinion or representations with respect to the matters upon which his
\ncertificate, statement or opinion may be based as aforesaid are erroneous, or in
\nthe exercise of reasonable care should know that the same are erroneous. Any
\ncertificate, statement or opinion of counsel may be based, insofar<\/p>\n

49<\/p>\n

\n

as it relates to factual matters, information with respect to which is in the
\npossession of the Issuer, upon the certificate, statement or opinion of or
\nrepresentations by an officer of officers of the Issuer, unless such counsel
\nknows that the certificate, statement or opinion or representations with respect
\nto the matters upon which his certificate, statement or opinion may be based as
\naforesaid are erroneous, or in the exercise of reasonable care should know that
\nthe same are erroneous.<\/p>\n

Any certificate, statement or opinion of an officer of the Issuer or of
\ncounsel may be based, insofar as it relates to accounting matters, upon a
\ncertificate or opinion of or representations by an accountant or firm of
\naccountants in the employ of the Issuer, unless such officer or counsel, as the
\ncase may be, knows that the certificate or opinion or representations with
\nrespect to the accounting matters upon which his certificate, statement or
\nopinion may be based as aforesaid are erroneous, or in the exercise of
\nreasonable care should know that the same are erroneous.<\/p>\n

Any certificate or opinion of any independent firm of public accountants
\nfiled with the Trustee shall contain a statement that such firm is independent.\n<\/p>\n

Section 10.06. Payments Due on Saturdays, Sundays and Holidays. <\/em>If
\nthe date of maturity of interest on or principal of the Securities of any series
\nor the date fixed for redemption or repayment of any such Security shall not be
\na Business Day, then payment of interest or principal need not be made on such
\ndate, but may be made on the next succeeding Business Day with the same force
\nand effect as if made on the date of maturity or the date fixed for redemption
\nor repayment, and no interest shall accrue on the payment so deferred for the
\nperiod after such date.<\/p>\n

Section 10.07. Conflict of any Provision of Indenture with Trust
\nIndenture Act of 1939. <\/em>If and to the extent that any provision of this
\nIndenture limits, qualifies or conflicts with the duties imposed by or with
\nanother provision (an “incorporated provision<\/strong>“) included in
\nthis Indenture by operation of Sections 310 to 318, inclusive, of the Trust
\nIndenture Act of 1939, such imposed duties or incorporated provision shall
\ncontrol.<\/p>\n

Section 10.08. New York Law to Govern. <\/em>This Indenture and each
\nSecurity shall be deemed to be a contract under the laws of the State of New
\nYork, and for all purposes shall be construed in accordance with the laws of
\nsuch State, except as may otherwise be required by mandatory provisions of law.\n<\/p>\n

Section 10.09. Counterparts. <\/em>This Indenture may be executed in any
\nnumber of counterparts, each of which shall be an original; but such
\ncounterparts shall together constitute but one and the same instrument.<\/p>\n

50<\/p>\n

\n

Section 10.10. Effect of Headings. <\/em>The Article and Section headings
\nherein and the Table of Contents are for convenience only and shall not affect
\nthe construction hereof.<\/p>\n

Section 10.11. Separability Clause. <\/em>In case any provision of this
\nIndenture or in the Securities shall be invalid, illegal or unenforceable, the
\nvalidity, legality and enforceability of the remaining provisions shall not in
\nany way be affected or impaired thereby.<\/p>\n

ARTICLE 11<\/p>\n

REDEMPTION OF SECURITIES AND SINKING FUNDS<\/p>\n

Section 11.01. Applicability of Article. <\/em>The provisions of this
\nArticle shall be applicable to the Securities of any series which are redeemable
\nbefore their maturity or to any sinking fund for the retirement of Securities of
\na series except as otherwise specified as contemplated by Section 2.03 for
\nSecurities of such series.<\/p>\n

Section 11.02. Notice of Redemption; Partial Redemptions. <\/em>Notice of
\nredemption to the Holders of Securities of any series to be redeemed as a whole
\nor in part at the option of the Issuer shall be given by mailing notice of such
\nredemption by first class mail, postage prepaid, at least 30 days and not more
\nthan 60 days prior to the date fixed for redemption to such Holders of
\nSecurities of such series at their last addresses as they shall appear upon the
\nregistry books. Any notice which is mailed in the manner herein provided shall
\nbe conclusively presumed to have been duly given, whether or not the Holder
\nreceives the notice. Failure to give notice by mail, or any defect in the notice
\nto the Holder of any Security of a series designated for redemption as a whole
\nor in part shall not affect the validity of the proceedings for the redemption
\nof any other Security of such series.<\/p>\n

The notice of redemption to each such Holder shall specify the principal
\namount of each Security of such series held by such Holder to be redeemed, the
\ndate fixed for redemption, the redemption price, the place or places of payment,
\nthat payment will be made upon presentation and surrender of such Securities,
\nthat such redemption is pursuant to the mandatory or optional sinking fund, or
\nboth, if such be the case, that interest accrued to the date fixed for
\nredemption will be paid as specified in such notice and that on and after said
\ndate interest thereon or on the portions thereof to be redeemed will cease to
\naccrue. In case any Security of a series is to be redeemed in part only the
\nnotice of redemption shall state the portion of the principal amount thereof to
\nbe redeemed and shall state that on and after the date fixed for redemption,
\nupon surrender of such Security, a new Security or Securities of such series in
\nprincipal amount equal to the unredeemed portion thereof will be issued.<\/p>\n

51<\/p>\n

\n

The notice of redemption of Securities of any series to be redeemed at the
\noption of the Issuer shall be given by the Issuer or, at the Issuer153s request,
\nby the Trustee in the name and at the expense of the Issuer.<\/p>\n

On or prior to the redemption date specified in the notice of redemption
\ngiven as provided in this Section, the Issuer will deposit with the Trustee or
\nwith one or more paying agents (or, if the Issuer is acting as its own paying
\nagent, set aside, segregate and hold in trust as provided in Section 3.04) an
\namount of money sufficient to redeem on the redemption date all the Securities
\nof such series so called for redemption at the appropriate redemption price,
\ntogether with accrued interest to the date fixed for redemption. If less than
\nall the Outstanding Securities of a series are to be redeemed, the Issuer will
\ndeliver to the Trustee at least 70 days prior to the date on which notice of
\nredemption is to be issued an Officers153 Certificate stating the aggregate
\nprincipal amount of Securities to be redeemed.<\/p>\n

If less than all the Securities of a series are to be redeemed, the Trustee
\nshall select, in such manner as it shall deem appropriate and fair, Securities
\nof such Series to be redeemed in whole or in part. Securities may be redeemed in
\npart in multiples equal to the minimum authorized denomination for Securities of
\nsuch series or any multiple thereof. The Trustee shall promptly notify the
\nIssuer in writing of the Securities of such series selected for redemption and,
\nin the case of any Securities of such series selected for partial redemption,
\nthe principal amount thereof to be redeemed. For all purposes of this Indenture,
\nunless the context otherwise requires, all provisions relating to the redemption
\nof Securities of any series shall relate, in the case of any Security redeemed
\nor to be redeemed only in part, to the portion of the principal amount of such
\nSecurity which has been or is to be redeemed.<\/p>\n

Section 11.03. Payment of Securities Called for Redemption. <\/em>If
\nnotice of redemption has been given as above provided, the Securities or
\nportions of Securities specified in such notice shall become due and payable on
\nthe date and at the place stated in such notice at the applicable redemption
\nprice, together with interest accrued to the date fixed for redemption, and on
\nand after said date (unless the Issuer shall default in the payment of such
\nSecurities at the redemption price, together with interest accrued to said date)
\ninterest on the Securities or portions of Securities so called for redemption
\nshall cease to accrue and, except as provided in Sections 5.05 and 9.04, such
\nSecurities shall cease from and after the date fixed for redemption to be
\nentitled to any benefit or security under this Indenture, and the Holders
\nthereof shall have no right in respect of such Securities except the right to
\nreceive the redemption price thereof and unpaid interest to the date fixed for
\nredemption. On presentation and surrender of such Securities at a place of
\npayment specified in said notice, said Securities or the specified portions
\nthereof shall be paid and redeemed by the Issuer at the applicable redemption
\nprice, together with interest accrued thereon to the date fixed for redemption;
\nprovided<\/em> that any semiannual payment of interest becoming due on or
\nprior to the date fixed for redemption shall be payable to the Holders of such
\nSecurities registered as such on the relevant record date subject to the terms
\nand provisions of Section 2.04 hereof.<\/p>\n

52<\/p>\n

\n

If any Security called for redemption shall not be so paid upon surrender
\nthereof for redemption, the principal shall, until paid or duly provided for,
\nbear interest from the date fixed for redemption at the rate of interest or
\nYield to Maturity (in the case of an Original Issue Discount Security) borne by
\nthe Security.<\/p>\n

Upon presentation of any Security redeemed in part only, the Issuer shall
\nexecute and the Trustee shall authenticate and deliver to or on the order of the
\nHolder thereof, at the expense of the Issuer, a new Security or Securities of
\nsuch series , of authorized denominations, in principal amount equal to the
\nunredeemed portion of the Security so presented.<\/p>\n

Section 11.04. Exclusion of Certain Securities from Eligibility for
\nSelection for Redemption. <\/em>Securities shall be excluded from eligibility for
\nselection for redemption if they are identified by registration and certificate
\nnumber in a written statement signed by an authorized officer of the Issuer and
\ndelivered to the Trustee at least 40 days prior to the last date on which notice
\nof redemption may be given as being owned of record and beneficially by, and not
\npledged or hypothecated by either (a) the Issuer or (b) an entity specifically
\nidentified in such written statement directly or indirectly controlling or
\ncontrolled by or under direct or indirect common control with the Issuer.<\/p>\n

Section 11.05. Mandatory and Optional Sinking Funds. <\/em>The minimum
\namount of any sinking fund payment provided for by the terms of Securities of
\nany series is herein referred to as a “mandatory sinking fund
\npayment<\/strong>“, and any payment in excess of such minimum amount provided for
\nby the terms of Securities of any series is herein referred to as an
\n“optional sinking fund payment<\/strong>“. The date on which a sinking
\nfund payment is to be made is herein referred to as the “sinking fund
\npayment date<\/strong>“.<\/p>\n

In lieu of making all or any part of any mandatory sinking fund payment with
\nrespect to any series of Securities in cash, the Issuer may at its option (a)
\ndeliver to the Trustee Securities of such series theretofore purchased or
\notherwise acquired (except upon redemption pursuant to the mandatory sinking
\nfund) by the Issuer or receive credit for Securities of such series (not
\npreviously so credited) theretofore purchased or otherwise acquired (except as
\naforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
\nto Section 2.10, (b) receive credit for optional sinking fund payments (not
\npreviously so credited) made pursuant to this Section, or (c) receive credit for
\nSecurities of such series (not previously so credited) redeemed by the Issuer
\nthrough any optional redemption provision contained in the terms of such series.
\nSecurities so delivered or credited shall be received or credited by the Trustee
\nat the sinking fund redemption price specified in such Securities.<\/p>\n

53<\/p>\n

\n

On or before the sixtieth day next preceding each sinking fund payment date
\nfor any series, the Issuer will deliver to the Trustee a written statement
\n(which need not contain the statements required by Section 10.05) signed by an
\nauthorized officer of the Issuer (a) specifying the portion of the mandatory
\nsinking fund payment to be satisfied by payment of cash and the portion to be
\nsatisfied by credit of Securities of such series, (b) stating that none of the
\nSecurities of such series has theretofore been so credited, (c) stating that no
\ndefaults in the payment of interest or Events of Default with respect to such
\nseries have occurred (which have not been waived or cured) and are continuing
\nand (d) stating whether or not the Issuer intends to exercise its right to make
\nan optional sinking fund payment with respect to such series and, if so,
\nspecifying the amount of such optional sinking fund payment which the Issuer
\nintends to pay on or before the next succeeding sinking fund payment date. Any
\nSecurities of such series to be credited and required to be delivered to the
\nTrustee in order for the Issuer to be entitled to credit therefor as aforesaid
\nwhich have not theretofore been delivered to the Trustee shall be delivered for
\ncancellation pursuant to Section 2.10 to the Trustee with such written statement
\n(or reasonably promptly thereafter if acceptable to the Trustee). Such written
\nstatement shall be irrevocable and upon its receipt by the Trustee the Issuer
\nshall become unconditionally obligated to make all the cash payments or payments
\ntherein referred to, if any, on or before the next succeeding sinking fund
\npayment date. Failure of the Issuer, on or before any such sixtieth day, to
\ndeliver such written statement and Securities specified in this paragraph, if
\nany, shall not constitute a default but shall constitute, on and as of such
\ndate, the irrevocable election of the Issuer (i) that the mandatory sinking fund
\npayment for such series due on the next succeeding sinking fund payment date
\nshall be paid entirely in cash without the option to deliver or credit
\nSecurities of such series in respect thereof and (ii) that the Issuer will make
\nno optional sinking fund payment with respect to such series as provided in this
\nSection.<\/p>\n

If the sinking fund payment or payments (mandatory or optional or both) to be
\nmade in cash on the next succeeding sinking fund payment date plus any unused
\nbalance of any preceding sinking fund payments made in cash shall exceed $50,000
\n(or a lesser sum if the Issuer shall so request) with respect to the Securities
\nof any particular series, such cash shall be applied on the next succeeding
\nsinking fund payment date to the redemption of Securities of such series at the
\nsinking fund redemption price together with accrued interest to the date fixed
\nfor redemption. If such amount shall be $50,000 or less and the Issuer makes no
\nsuch request then it shall be carried over until a sum in excess of $50,000 is
\navailable. The Trustee shall select, in the manner provided in Section 11.02,
\nfor redemption on such sinking fund payment date a sufficient principal amount
\nof Securities of such series to absorb said cash, as nearly as may be, and shall
\n(if requested in writing by the Issuer) inform the Issuer of the serial numbers
\nof the Securities of such series (or portions thereof) so selected. The Trustee,
\nin the name and at the expense of the Issuer (or the Issuer, if it shall so
\nrequest the Trustee in writing) shall cause notice of redemption of the
\nSecurities of such series to be given in substantially the manner provided in\n<\/p>\n

54<\/p>\n

\n

Section 11.02 (and with the effect provided in Section 11.03) for the
\nredemption of Securities of such series in part at the option of the Issuer. The
\namount of any sinking fund payments not so applied or allocated to the
\nredemption of Securities of such series shall be added to the next cash sinking
\nfund payment for such series and, together with such payment, shall be applied
\nin accordance with the provisions of this Section. Any and all sinking fund
\nmoneys held on the stated maturity date of the Securities of any particular
\nseries (or earlier, if such maturity is accelerated), which are not held for the
\npayment or redemption of particular Securities of such series shall be applied,
\ntogether with other moneys, if necessary, sufficient for the purpose, to the
\npayment of the principal of, and interest on, the Securities of such series at
\nmaturity.<\/p>\n

On or prior to each sinking fund payment date, the Issuer shall pay to the
\nTrustee in cash or shall otherwise provide for the payment of all interest
\naccrued to the date fixed for redemption on Securities to be redeemed on such
\nsinking fund payment date.<\/p>\n

The Trustee shall not redeem or cause to be redeemed any Securities of a
\nseries with sinking fund moneys or mail any notice of redemption of Securities
\nfor such series by operation of the sinking fund during the continuance of a
\ndefault in payment of interest on such Securities or of any Event of Default
\nexcept that, where the mailing of notice of redemption of any Securities shall
\ntheretofore have been made, the Trustee shall redeem or cause to be redeemed
\nsuch Securities, provided that it shall have received from the Issuer a sum
\nsufficient for such redemption. Except as aforesaid, any moneys in the sinking
\nfund for such series at the time when any such default or Event of Default shall
\noccur, and any moneys thereafter paid into the sinking fund, shall, during the
\ncontinuance of such default or Event of Default, be deemed to have been
\ncollected under Article 4 and held for the payment of all such Securities. In
\ncase such Event of Default shall have been waived as provided in Section 4.10 or
\nthe default cured on or before the sixtieth day preceding the sinking fund
\npayment date in any year, such moneys shall thereafter be applied on the next
\nsucceeding sinking fund payment date in accordance with this Section to the
\nredemption of such Securities.<\/p>\n

ARTICLE 12<\/p>\n

DEFEASANCE<\/p>\n

Section 12.01. Issuer153s Option To Effect Defeasance. <\/em>The Issuer may
\nat its option, by Board Resolution, at any time, elect to defease the Issuer153s
\nobligations under the Outstanding Securities of any series and this Indenture in
\naccordance with either Section 12.02 or Section 12.03 upon compliance with the
\nconditions set forth below in this Article 12. Notwithstanding any such
\nelection, the terms of the Securities of such series shall remain in full force
\nand effect.<\/p>\n

55<\/p>\n

\n

Section 12.02. Defeasances and Discharge. <\/em>Upon the Issuer153s exercise
\nof the option set forth in Section 12.01 applicable to this Section, and after
\nthe expiration of the 90-day (or other) period referred to in clause (6)(ii) of
\nSection 12.05, the Issuer shall be deemed to have been discharged from its
\nobligations with respect to the Outstanding Securities of such series on the
\ndate the conditions set forth below are satisfied (hereinafter,
\n“defeasance<\/strong>“). For this purpose, such defeasance means that the
\nIssuer shall be deemed to have paid and discharged the entire indebtedness
\nrepresented by the Outstanding Securities of such series and to have satisfied
\nall its other obligations under the Securities of such series and this Indenture
\ninsofar as the Securities of such series are concerned (and the Trustee, upon an
\nIssuer Order and at the expense of the Issuer, shall execute proper instruments
\nacknowledging the same), except for the following which shall survive until
\notherwise terminated or discharged hereunder: (A) the rights of holders of
\nOutstanding Securities of such series to receive, solely from the trust fund
\ndescribed in Section 12.05 and as more fully set forth in such Section, payments
\nin respect of the principal of and interest on the Securities of such series
\nwhen such payments are due, (B) the Issuer153s obligations with respect to such
\nSecurities of such series under Sections 2.08, 2.09 and 3.02, (C) the rights,
\npowers, trusts, duties, and immunities of the Trustee hereunder, including but
\nnot limited to Article 5, (D) the Issuer153s right of optional redemption, if any,
\n(E) the rights of Holders to receive mandatory sinking fund payments, if any,
\nand (F) this Article 12. Subject to compliance with this Article 12, the Issuer
\nmay exercise its option under this Section 12.02 notwithstanding the prior
\nexercise of its option under Section 12.03 with respect to the Securities of
\nsuch series.<\/p>\n

Section 12.03. Covenant Defeasance. <\/em>Upon the Issuer153s exercise of
\nthe option set forth in Section 12.01 applicable to this Section, and after the
\nexpiration of the 90-day (or other) period referred to in clause (6)(ii) of
\nSection 12.05, the Issuer shall be released from its obligations under Sections
\n3.09 and 3.10, with respect to the Outstanding Securities of any series on and
\nafter the date the conditions set forth below are satisfied (hereinafter,
\n“covenant defeasance<\/strong>“). For this purpose, such covenant
\ndefeasance means that, with respect to the Outstanding Securities of such
\nseries, the Issuer may omit to comply with and shall have no liability in
\nrespect of any term, condition or limitation set forth in any such Section,
\nwhether directly or indirectly by reason of any reference elsewhere herein to
\nany such Section or by reason of any reference in any such Section to any other
\nprovision herein or in any other document, and such omission to comply shall not
\nconstitute a default or Event of Default under Section 4.01(d), but, except as
\nspecified above, the remainder of this Indenture and the Securities of such
\nseries shall be unaffected thereby.<\/p>\n

Section 12.04. Conditions to Defeasance. <\/em>The following shall be the
\nconditions to application of either Section 12.02 or Section 12.03 to the
\nOutstanding Securities of any series.<\/p>\n

(1) The Issuer shall irrevocably have deposited or caused to be deposited
\nwith the Trustee as trust funds in trust for the purpose of making the following
\npayments, specifically pledged as security for, and dedicated solely to, the
\nbenefit of the holders of Securities of such series (A) money in an amount, or
\n(B) U.S. Government Obligations which through the scheduled<\/p>\n

56<\/p>\n

\n

payment of principal and interest, if any, in respect thereof in accordance
\nwith their terms will provide, not later than one day before the due date of any
\npayment, money in an amount, or (C) a combination thereof, sufficient, in each
\ncase, in the opinion of a nationally recognized firm of independent public
\naccountants expressed in a written certification thereof delivered to the
\nTrustee, to pay and discharge, and which shall be applied by the Trustee to pay
\nand discharge the principal of and interest, if any, on the Outstanding
\nSecurities of such series on the stated maturity of such principal or interest
\nor earlier date of redemption.<\/p>\n

(2) No Event of Default or event which after notice or lapse of time or both
\nwould become an Event of Default with respect to the Securities of such series
\nshall have occurred and be continuing on the date of such deposit.<\/p>\n

(3) Such defeasance or covenant defeasance shall not cause the Trustee for
\nthe Securities of such series to have a conflicting interest as defined in
\nSection 3 10(b) of the Trust Indenture Act of 1939 with respect to any
\nSecurities of the Issuer.<\/p>\n

(4) Such defeasance or covenant defeasance shall be permitted by, and shall
\nnot result in breach or violation of, or constitute a default under, this
\nIndenture or any other agreement or instrument to which the Issuer is a party or
\nby which it is bound.<\/p>\n

(5) Such defeasance or covenant defeasance shall not cause any Securities of
\nsuch series then listed on any registered national securities exchange under the
\nSecurities Exchange Act of 1934, as amended, to be delisted.<\/p>\n

(6) In the case of an election under Section 12.02, the Issuer shall have
\ndelivered to the Trustee an Opinion of Counsel stating (i) that the Issuer has
\nreceived from, or there has been published by, the Internal Revenue Service a
\nruling to the effect that, and based thereon such opinion shall confirm that,
\nthe Holders of the Outstanding Securities of such series will not recognize
\nincome, gain or loss for Federal income tax purposes as a result of such
\ndefeasance and will be subject to Federal income tax on the same amounts, in the
\nsame manner and at the same times as would have been the case if such defeasance
\nhad not occurred, and (ii) that after the passage of 90 days (or such other
\nperiod of time as then required by the non-insider preference provisions of any
\napplicable federal bankruptcy laws) following the deposit, the trust funds will
\nnot be subject to the effect of any applicable bankruptcy, insolvency,
\nreorganization or similar laws affecting creditors153 rights generally, and (iii)
\nthat there would not occur any violation of the Investment Company Act of 1940,
\nas amended, on the part of the Issuer, the trust funds representing such deposit
\nor the Trustee as a result of such deposit and the related exercise of the
\nIssuer153s election under this Article 12.<\/p>\n

57<\/p>\n

\n

(7) In the case of an election under Section 12.03, the Issuer shall have
\ndelivered to the Trustee an Opinion of Counsel to the effect that the Holders of
\nthe Outstanding Securities of such series will not recognize income, gain or
\nloss for Federal income tax purposes as a result of such covenant defeasance and
\nwill be subject to Federal income tax on the same amounts, in the same manner
\nand at the same times as would have been the case if such covenant defeasance
\nhad not occurred. Such Opinion shall also cover the matters referred to in
\nclauses (ii) and (iii) of Section 12.4(6).<\/p>\n

(8) The Issuer shall have delivered to the Trustee an irrevocable Issuer
\nOrder to apply the monies so deposited towards payment of all indebtedness on
\nthe Securities of such series at their stated maturity or earlier date of
\nredemption, and an Officers153 Certificate and an Opinion of Counsel, each stating
\nthat all conditions precedent provided for relating to either the defeasance
\nunder Section 12.02 or the covenant defeasance under Section 12.03 (as the case
\nmay be) have been complied with.<\/p>\n

Section 12.05. Deposited Money and U.S. Government Obligations to Be Held
\nin Trust; Reinstatement; Miscellaneous. <\/em>Subject to the provisions of
\nSection 9.04, all money and U.S. Government Obligations (including the proceeds
\nthereof) deposited with the Trustee pursuant to Section 12.05 in respect of the
\nOutstanding Securities of any series shall be held in trust and applied by the
\nTrustee, in accordance with the provisions of the Securities of such series and
\nthis Indenture, to the payment, either directly or through any paying agent
\n(including the Issuer acting as its own paying agent), as the Trustee may
\ndetermine, to the holders of Securities of such series, of all sums due and to
\nbecome due thereon in respect of principal and interest, if any, but such money
\nneed not be segregated from other funds except to the extent required by law.\n<\/p>\n

The Issuer shall pay and indemnify the Trustee against any tax, fee or other
\ncharge imposed on or assessed against the U.S. Government Obligations deposited
\npursuant to Section 9.01 or 12.05 or the principal and interest received in
\nrespect thereof other than any such tax, fee or other charge which by law is for
\nthe account of the Holders of the Outstanding Securities of such series.<\/p>\n

If the Trustee is unable to apply any money or U.S. Government Obligations in
\naccordance with Section 9.01 or 12.05 by reason of any legal proceeding or by
\nreason of any order or judgment of any court or governmental authority
\nenjoining, restraining or otherwise prohibiting such application, the Issuer153s
\nobligations under this Indenture and the Securities of such series shall be
\nrevived and reinstated as though no deposit had occurred pursuant to Section
\n9.01 or 12.05; provided<\/em> that if the Issuer has made any payment of
\nprincipal of or interest on any Securities of such series because of the
\nreinstatement of its obligations, the Issuer shall be subrogated to the rights
\nof the Holders of such Securities of such series to receive such payment from
\nthe money or U.S. Government Obligations held by the Trustee.<\/p>\n

58<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
\nexecuted, and their respective corporate seals to be hereunto affixed and
\nattested. all as of the day and year first written above.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MURPHY OIL CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Steven A. Cosse153<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Senior Vice President and General Counsel<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Walter K. Compton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SUNTRUST BANK, NASHVILLE, N.A.,
\nas Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

STATE OF ARKANSAS<\/p>\n<\/td>\n

<\/td>\n\n

)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n\n

ss<\/p>\n<\/td>\n<\/tr>\n

\n

COUNTY OF UNION<\/p>\n<\/td>\n

<\/td>\n\n

)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

On this day of before me personally came Walter K. Compton to me personally
\nknown, who, being by me duly sworn, did depose and say that he resides at El
\nDorado, Arkansas that he is a Secretary of MURPHY OIL CORPORATION, one of the
\ncorporations described in and which executed the above instrument; that he knows
\nthe corporate seal of said corporation; that the seal affixed to said instrument
\nis such corporate seal; that it was so affixed by authority of the Board of
\nDirectors of said corporation. and that he signed his name thereto by like
\nauthority.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Notary Public<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
\nexecuted, and their respective corporate seals to be hereunto affixed and
\nattested. all as of the day and year first written above.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MURPHY OIL CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SUNTRUST BANK, NASHVILLE, N.A.,
\nas Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

STATE OF<\/p>\n<\/td>\n

<\/td>\n\n

)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

:<\/p>\n<\/td>\n

<\/td>\n\n

ss<\/p>\n<\/td>\n<\/tr>\n

\n

COUNTY OF<\/p>\n<\/td>\n

<\/td>\n\n

)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

On this day of before me personally came to me personally known, who, being
\nby me duly sworn, did depose and say that he resides at that he is a SUNTRUST
\nBANK, NASHVILLE, N.A., one of the corporations described in and which executed
\nthe above instrument; that he knows the corporate seal of said corporation; that
\nthe seal affixed to said instrument is such corporate seal; that it was so
\naffixed by authority of the Board of Directors of said corporation. and that he
\nsigned his name thereto by like authority.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Notary Public<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXHIBIT 4.2 <\/strong><\/p>\n

Continued <\/strong><\/p>\n

MURPHY OIL CORPORATION <\/strong><\/p>\n

and <\/strong><\/p>\n

SUNTRUST BANK, NASHVILLE, N.A. <\/strong><\/p>\n

Trustee<\/em><\/strong><\/p>\n

Supplemental Indenture<\/p>\n

Dated as of May 4, 1999<\/p>\n

$250,000,000 aggregate principle amount of 7.05% Notes Due 2029<\/p>\n

\n

TABLE OF
\nCONTENTS<\/strong>1<\/sup><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

PAGE<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

PARTIES<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

RECITALS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Purpose of Supplemental Indenture<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Form of Note<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Form of Certificate of Authentication<\/p>\n<\/td>\n

<\/td>\n\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Form of Note<\/p>\n<\/td>\n

<\/td>\n\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Compliance with Legal Requirements<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Consideration<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

PART I: CREATION AND AUTHORIZATION OF SERIES<\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

PART II: SPECIAL PROVISIONS APPLICABLE TO THIS SERIES<\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

TESTIMONIUM<\/p>\n<\/td>\n

<\/td>\n\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

SIGNATURES AND SEALS<\/p>\n<\/td>\n

<\/td>\n\n

9<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

The Table of Contents is not part of this Supplemental Indenture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SUPPLEMENTAL INDENTURE, dated as of May 4, 1999, between Murphy Oil
\nCorporation, a Delaware corporation (hereinafter sometimes referred to as the
\n“Company”), and SUNTRUST BANK, NASHVILLE, N.A. a national banking association
\n(hereinafter sometimes referred to as the “Trustee”).<\/p>\n

WITNESSETH THAT:<\/p>\n

WHEREAS, the Company and the Trustee have entered into an Indenture (the
\n“Indenture”) dated as of May 4, 1999 providing for the issuance of debt
\nsecurities in series; and<\/p>\n

WHEREAS, for its lawful corporate purposes, the Company desires to create and
\nauthorize the series 7.05% Notes due May 1, 2029 (hereinafter referred to as the
\n“Notes”) in an aggregate principal amount of Two Hundred Fifty Million Dollars
\n($250,000,000) and to provide the terms and conditions upon which the Notes are
\nto be executed, registered, authenticated, issued and delivered, the Company has
\nduly authorized the execution and delivery of this Supplemental Indenture; and\n<\/p>\n

WHEREAS, the Notes and the certificates of authentication to be borne by the
\nNotes are to be substantially in the following forms, respectively;<\/p>\n

\n

[FORM OF NOTE] <\/strong><\/p>\n

[FACE] <\/strong><\/p>\n

Unless this certificate is presented by an authorized representative of The
\nDepository Trust Company, a New York corporation (“DTC”), to the Company or its
\nagent for registration of transfer, exchange or payment, and any certificate
\nissued is registered in the name of Cede & Co. or such other name as
\nrequested by an authorized representative of DTC (and any payment is made to
\nCede & Co. or to such other entity as is requested by an authorized
\nrepresentative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
\nOTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
\nhereof, Cede & Co., has an interest herein.<\/p>\n

Unless and until it is exchanged in whole or in part for Securities in
\ndefinitive registered form, this Security may not be transferred except as a
\nwhole by the Depositary to the nominee of the Depositary or by a nominee of the
\nDepositary to the Depositary or another nominee of the Depositary or by the
\nDepositary or any such nominee to a successor Depositary or a nominee of such
\nsuccessor Depositary.<\/p>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

No. 1<\/p>\n<\/td>\n

<\/td>\n\n

CUSIP #626717AA0<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

$250,000,000<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

MURPHY OIL CORPORATION<\/p>\n

7.05% Note Due 2029<\/p>\n

Murphy Oil Corporation, a corporation duly organized and existing under the
\nlaws of the State of Delaware (herein called the “Company”), for value received,
\nhereby promises to pay to Cede & Co. or registered assigns, the principal
\nsum of Two Hundred Fifty Million Dollars ($250,000,000) on May 1, 2029, at the
\noffice or agency of the Company in the Borough of Manhattan, The City of New
\nYork, in such coin or currency of the United States of America as at the time of
\npayment shall be legal tender for the payment of public and private debts, and
\nto pay interest, semiannually on May 1 and November 1 of each year, commencing
\nNovember 1, 1999, on said principal sum at said office or agency, in like coin
\nor currency, at the rate per annum specified in the title of this Note;
\nprovided, that payment of interest may be made on any Note issued in definitive
\nform, at the option of the Company by check mailed to the address of the person
\nentitled thereto as such address shall appear on the Security register. Interest
\non the Note will accrue from the most recent date to which interest has been
\npaid, or if no interest has been paid, from May 4, 1999. The interest so payable
\non any May 1 or November 1 will, subject to certain exceptions provided in the
\nIndenture dated as of May 4, 1999 (herein called the “Indenture”) referred to on
\nthe reverse hereof, be paid to the person in whose name this Note (or one or
\nmore predecessor Notes) is registered at the close of business on the April 15
\nor October 15 (whether or not a Business Day), as the case may be, next
\npreceding such May 1 or November 1. Reference is made to the further provisions
\nof this Note set forth on the reverse hereof. Such further provisions shall for
\nall purposes have the same effect as though fully set forth at this place.<\/p>\n

This Note shall not be valid or become obligatory for any purpose until the
\ncertificate of authentication hereon shall have been executed by the Trustee
\nunder the Indenture referred to on the reverse hereof by manual signature.<\/p>\n

\n

IN WITNESS WHEREOF, Murphy Oil Corporation has caused this instrument to be
\nduly executed.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MURPHY OIL CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

TRUSTEE153S CERTIFICATE OF AUTHENTICATION<\/p>\n

Dated: May 4, 1999<\/p>\n

This is one of the Securities designated herein and referred to in the
\nwithin-mentioned Indenture.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SUNTRUST BANK, NASHVILLE, N.A.,
\nas Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Authorized Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

[REVERSE OF NOTE]<\/p>\n

MURPHY OIL CORPORATION<\/p>\n

7.05% Note Due 2029<\/p>\n

This Note is one of a duly authorized issue of unsecured debentures, notes,
\nor other evidences of indebtedness of the Company (hereinafter called the
\n“Securities”) of the series hereinafter specified, all issued or to be issued
\nunder and pursuant to an indenture dated as of May 4, 1999 (herein called the
\n“Indenture”), duly executed and delivered by the Company to SunTrust Bank,
\nNashville, N.A., as Trustee (herein called the “Trustee”), to which Indenture
\nand all indentures supplemental thereto reference is hereby made for a
\ndescription of the rights, limitations of rights, obligations, duties and
\nimmunities thereunder of the Trustee, the Company and the Holders of the
\nSecurities. The Securities may be issued in one or more series, which different
\nseries may be issued in various aggregate principal amounts, may mature at
\ndifferent times, may bear interest (if any) at different rates, may be subject
\nto different redemption provisions (if any), may be subject to different
\nsinking, purchase or analogous funds (if any) and may otherwise vary as provided
\nin the Indenture. This Note is one of a series designated as the 7.05% Notes Due
\n2029 (the “Notes”) of the Company, limited in aggregate principal amount to
\n$250,000,000.<\/p>\n

In case an Event of Default with respect to the Notes shall have occurred and
\nbe continuing, the principal hereof may be declared, and upon such declaration
\nshall become, due and payable, in the manner, with the effect and subject to the
\nconditions provided in the Indenture.<\/p>\n

The Indenture contains provisions permitting the Company and the Trustee,
\nwith the consent of the Holders of not less than a majority in aggregate
\nprincipal amount of the Securities of each series issued under such Indenture
\nthen Outstanding and affected, to add any provisions to, or change in any manner
\nor eliminate any of the provisions of, such Indenture or modify in any manner
\nthe rights of the Holders of the Securities of each series so affected; provided
\nthat the Company and the Trustee may not, without the consent of the Holder of
\neach outstanding Security affected thereby, (i) extend the stated maturity of
\nany Security, or reduce the principal amount thereof or reduce the rate or
\nextend the time of payment of interest thereon, or reduce any amount payable on
\nredemption thereof or reduce the principal amount of any original issue discount
\nsecurity payable upon acceleration or provable in bankruptcy or impair or affect
\nthe right to institute suit for the payment on any Security when due or (ii)
\nreduce the aforesaid percentage in principal amount of Securities of any series
\nissued under such Indenture, the consent of the Holders of which is required for
\nany such modification. It is also provided in the Indenture that, with respect
\nto certain defaults or Events of Default regarding the Securities of any series,
\nprior to any declaration accelerating the maturity of such Securities, the
\nHolders of a majority in aggregate principal amount Outstanding of the
\nSecurities of such series (or, in the case of certain defaults or Events of
\nDefault, all or certain<\/p>\n

\n

series of the Securities) may on behalf of the Holders of all the Securities
\nof such series (or, in the case of certain defaults or Events of Default, all or
\ncertain series of the Securities, as the case may be) waive any such past
\ndefault or Event of Default and its consequences. The preceding sentence shall
\nnot, however, apply to a default in the payment of the principal of or interest
\non any of the Securities. Any such consent or waiver by the Holder of this Note
\n(unless revoked as provided in the Indenture) shall be conclusive and binding
\nupon such Holder and upon all future Holders and owners of this Note and any
\nNotes which may be issued in exchange or substitution herefor or on registration
\nof transfer hereof, irrespective of whether or not any notation thereof is made
\nupon this Note or such other Notes.<\/p>\n

No reference herein to the Indenture and no provision of this Note or of the
\nIndenture shall alter or impair the obligation of the Company, which is absolute
\nand unconditional, to pay the principal of and interest on this Note in the
\nmanner, at the respective times, at the rate and in the coin or currency herein
\nprescribed.<\/p>\n

The Notes are redeemable as a whole or in part, at the option of the Company
\nat any time and from time to time, at a redemption price equal to the greater
\nof(i) 100% of principal amount of such Notes, or (ii) the sum of the present
\nvalues of the Remaining Scheduled Payments of the Notes being redeemed,
\ndiscounted to the redemption date on a semi-annual basis (assuming a 360-day
\nyear consisting of twelve 30-day months) at the Treasury Rate plus 25 basis
\npoints, plus in each case accrued interest thereon, if any, to the date of
\nredemption.<\/p>\n

“Remaining Scheduled Payments<\/strong>” means the remaining scheduled
\npayments of the principal of and interest on each Note to be redeemed that would
\nbe due after the related redemption date but for such redemption. If the
\nredemption date is not an interest payment date with respect to the Note being
\nredeemed, the amount of the next succeeding scheduled interest payment on the
\nNote will be reduced by the amount of interest accrued thereon to that
\nredemption date.<\/p>\n

“Treasury Rate<\/strong>” means the rate per annum equal to the
\nsemiannual equivalent yield to maturity (computed as of the second business day
\nimmediately preceding the redemption date) of the Comparable Treasury Issue,
\nassuming a price for the Comparable Treasury Issue (expressed as a percentage of
\nits principal amount) equal to the Comparable Treasury Price for the redemption
\ndate.<\/p>\n

“Comparable Treasury Issue<\/strong>” means the United States Treasury
\nsecurity selected by an Independent Investment Banker that would be used, at the
\ntime of selection and in accordance with customary financial practice, in
\npricing new issues of corporate debt securities of comparable maturity to the
\nremaining term of the Notes.<\/p>\n

8<\/p>\n

\n

“Comparable Treasury Price<\/strong>” means:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the average of the bid and asked prices for the Comparable Treasury Issue
\n(expressed in each case as a percentage of its principal amount) as of the third
\nbusiness day preceding the redemption date, as set forth in the daily
\nstatistical release (or any successor release) published by the Federal Reserve
\nBank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
\nGovernment Securities” or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

if that release (or any successor release) is not published or does not
\ncontain such prices on that business day, (a) the average of the Reference
\nTreasury Dealer Quotations for the redemption date, after excluding the highest
\nand lowest of such Reference Treasury Dealer Quotations, or (b) if the Trustee
\nobtains fewer than four such Reference Treasury Dealer Quotations, the average
\nof all quotations obtained<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Independent Investment Banker<\/strong>” means one of the Reference
\nTreasury Dealers that the Company appoints.<\/p>\n

“Reference Treasury Dealer<\/strong>” means each of Salomon Smith
\nBarney Inc. (and its successors) and four other nationally recognized investment
\nbanking firms that are primary U.S. Government securities dealers specified from
\ntime to time by the Company. If, however, any of them shall cease to be a
\nprimary U.S. Government securities dealer, the Company will substitute another
\nnationally recognized investment banking firm that is such a dealer.<\/p>\n

“Reference Treasury Dealer Quotations<\/strong>” means, with respect
\nto each Reference Treasury Dealer and any redemption date, the average, as
\ndetermined by the Trustee, of the bid and asked prices for the Comparable
\nTreasury Issue (expressed in each case as a percentage of its principal amount)
\nquoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30
\np.m., New York time, on the third business day preceding the redemption date.\n<\/p>\n

The Notes are issuable in registered form without coupons in denominations of
\n$1,000 and any integral multiple of $1,000 at the office or agency of the
\nCompany in the Borough of Manhattan, The City of New York, and in the manner and
\nsubject to the limitations provided in the Indenture, but without the payment of
\nany service charge, Notes may be exchanged for a like aggregate principal amount
\nof Notes of other authorized denominations.<\/p>\n

Upon due presentment for registration of transfer of this Note at the office
\nor agency of the Company in the Borough of Manhattan, The City of New York, a
\nnew Note or Notes of authorized denominations for an equal aggregate principal
\namount will be issued to the transferee in exchange therefor, subject to the
\nlimitations provided in the Indenture, without charge except for any tax or
\nother governmental charge imposed in connection therewith.<\/p>\n

9<\/p>\n

\n

The Company, the Trustee and any authorized agent of the Company or the
\nTrustee may deem and treat the registered Holder hereof as the absolute owner of
\nthis Note (whether or not this Note shall be overdue and notwithstanding any
\nnotation of ownership or other writing hereon), for the purpose of receiving
\npayment of, or on account of, the principal hereof and subject to the provisions
\non the face hereof, interest hereon, and for all other purposes, and none of the
\nCompany, the Trustee or any authorized agent of the Company or the Trustee shall
\nbe affected by any notice to the contrary.<\/p>\n

No recourse under or upon any obligation, covenant or agreement of the
\nCompany in the Indenture or any indenture supplemental thereto or in any Note,
\nor because of the creation of any indebtedness represented thereby, shall be had
\nagainst any incorporator, stockholder, officer or director, as such of the
\nCompany or of any successor corporation, either directly or through the Company
\nor any successor corporation, under any rule of law, statute or constitutional
\nprovision or by the enforcement of any assessment or by any legal or equitable
\nproceeding or otherwise, all such liability being expressly waived and released
\nby the acceptance hereof and as part of the consideration for the issue hereof.\n<\/p>\n

This Note shall for all purposes be governed by, and construed in accordance
\nwith, the laws of the State of New York.<\/p>\n

Terms used herein which are defined in the Indenture shall have the
\nrespective meanings assigned thereto in the Indenture.<\/p>\n

AND WHEREAS, all acts and things necessary to make the Notes, when executed
\nby the Company and authenticated and delivered by or on behalf of the Trustee as
\nin this Indenture provided, the valid, binding and legal obligations of the
\nCompany, and to constitute these presents a valid Indenture and agreement
\naccording to its terms, have been done and performed.<\/p>\n

NOW THEREFORE:<\/p>\n

In order to declare the terms and conditions upon which the Notes are
\nexecuted, registered, authenticated, issued and delivered, and in consideration
\nof the premises, of the purchase and acceptance of such Notes by the holders
\nthereof and of the sum of one dollar to it duly paid by the Trustee at the
\ndeclaration of these presents, the receipt whereof is hereby acknowledged, the
\nCompany covenants and agrees with the Trustee, for the equal and proportionate
\nbenefit of the respective holders from time to time by such Notes, as follows:\n<\/p>\n

10<\/p>\n

\n

PART I <\/strong><\/p>\n

CREATION AND AUTHORIZATION OF NOTES <\/strong><\/p>\n

There is hereby created and authorized the series of Notes entitled the
\n“7.05% Notes Due 2029”, which shall be a closed series limited to $250,000,000
\naggregate principal amount (except such Notes authenticated and delivered upon
\nregistration of transfer of, or in exchange for, or in lieu of, other Notes of
\nthis series pursuant to Sections 2.08, 209, 2.11 or 11.03).<\/p>\n

PART II <\/strong><\/p>\n

SPECIAL PROVISIONS APPLICABLE TO THIS SERIES <\/strong>\n<\/p>\n

There are no special provisions applicable to this Series.<\/p>\n

IN WITNESS WHEREOF, Murphy Oil Corporation has caused this Supplemental
\nIndenture to be signed and delivered and its corporate seal affixed hereunto and
\nthe same to be attested, and the Trustee has caused this Supplemental Indenture
\nto be signed and delivered and its corporate seal to be affixed hereunto and the
\nsame to be attested, all as of the day and year first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MURPHY OIL CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ATTEST:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

SUNTRUST BANK, NASHVILLE, N.A.,
\nAS TRUSTEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ATTEST:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

\n

IN WITNESS WHEREOF, Murphy Oil Corporation has caused this Supplemental
\nIndenture to be signed and delivered and its corporate seal to be affixed
\nhereunto and the same to be attested, and the Trustee has caused this
\nSupplemental Indenture to be signed and delivered and its corporate seal to be
\naffixed hereunto and the same to be attested, all as of the day and year first
\nwritten above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MURPHY OIL CORPORATION, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ATTEST:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

SUNTRUST BANK, NASHVILLE, N.A.,
\nAS TRUSTEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ATTEST:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8274],"corporate_contracts_industries":[9412],"corporate_contracts_types":[9560,9566],"class_list":["post-41074","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-murphy-oil-corp","corporate_contracts_industries-energy__refining","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41074","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41074"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41074"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41074"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41074"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}