Murphy USA Inc. (Form: 8-K, Received: 09/05/2013 17:12:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the S ecurities E xchange A ct of 1934


Date of report (date of earliest event reported): August 30, 2013

MURPHY USA INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-35914	46-2279221
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Peach Street , El Dorado , Arkansas		71730-5836
(Address of Principal Executive Offices)		(Zip Code)


Registrant’s telephone number, including area code: (870) 875 - 7600


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 .01 Entry into a Material Definitive Agreement .

Completion of Spin-Off

On August 30 , 2013 (the “Effective Date”) , the previously announced spin-off of Murphy USA Inc. (“Murphy USA”) from Murphy Oil Corporation (“ Murphy Oil ”) was completed . Murphy USA became an independent company that operates the U.S. retail marketing business previously owned by Murphy Oil. The spin-off was completed through the distribution to Murphy Oil’s stockholders of record of all the shares of common stock of Murphy USA . In the distribution, Murphy Oil distributed to its stockholders one share of Murphy USA common stock for every four shares of Murphy Oil common stoc k outstanding as of 5:00 p.m. New York City time on August 21 , 2013, the record date for the distribution.

In connection with the spin-off, Murphy USA entered into several definitive agreements with Murphy Oil that, among other things, effect the spin-off and provide a framework for its relationship with Murphy Oil after the spin-off , including the following agreements:

• Separation and Distribution Agreement;

• Tax Matters Agreement;

• Transition Services Agreement ;

• Employee Matters Agreement;

• Trademark License Agreement;

• Lease Agreement for 200 Peach Street, El Dorado, Arkansas;

• Hangar Rental Agreement;

• Aircraft Maintenance Labor Pooling Agreement; and

• Airplane Interchange Agreement.

Separation and Distribution Agreement . The Separation and Distribution Agreement govern s the terms of the spin-off of the U.S. retail marketing business from Murphy Oil’s other businesses. Generally, the Separation and Distribution Agreement include s Murphy Oil’s and Murphy USA’s agreements relating to the restructuring steps to be taken to complete the spin-off , including the assets and rights to be transferred, liabilities to be assumed and related matters. Subject to the receipt of required governmental and other consents and approvals, in order to accomplish the spin-off , the Separation and Distribution Agreement provide s for Murphy Oil and Murphy USA to transfer specified assets between the companies that will operate the U.S. retail marketing business after the distribution, on the one hand, and Murphy Oil’s remaining businesses, on the other hand. The Separation and Distribution Agreement require s Murphy Oil and Murphy USA to use reasonable efforts to obtain consents, approvals and amendments required to novate or assign the assets and liabilities that are required to be transferred pursuant to the Separation and Distribution Agreement.

Unless otherwise provided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets were transferred on an “as is, where is” basis. Generally, during the period in which any transfer, assignment or assumption is delayed as a result of the absence of a required consent, each of Murphy Oil and Murphy USA agree to cooperate in a mutually agreeable arrangement under which the intended transferee would , to the maximum extent possible, obtain the benefits and assume the obligations of the relevant asset, claim, right, benefit and/or liability as if the relevant transfer, assignment or assumption had taken place (including by sub-contract, sub-license or sub-lease to such transferee) or under which the transferor would , with respect to an agreement, enforce for the benefit of the transferee and at the cost of the transferee , with the transferee assuming the transferor’s obligations, the rights of the transferor against any third party thereunder .

The Separation and Distribution Agreement specifies those conditions that were required to be satisfied or waived by Murphy Oil prior to the distribution. In addition, Murphy Oil had the right to determine the date and terms of the distribution, and had the right, at any time until completion of the distribution, to determine to abandon or modify the distribution and to terminate the Separation and Distribution Agreement.

In addition, the Separation and Distribution Agreement govern s the treatment of indemnification, insurance and litigation responsibility and management. Generally, the Separation and Distribution Agreement provide s for uncapped cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of Murphy USA’s business with Murphy USA and financial responsibility for the obligations and liabilities of Murphy Oil’s business and liabilities arising out of refineries and related facilities previously owned by Murphy Oil with Murphy Oil. The Separation and Distribution Agreement also establish ed procedures for handling claims subject to indemnification and related matters.

Tax Matters Agreement . The Tax Matters Agreement govern s Murphy Oil’s and Murphy USA’s respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for federal income tax purposes), tax attributes, tax returns, tax contests and certain other tax matters.

In general, under the Tax Matters Agreement, responsibility for taxes for periods prior to the distribution is allocated in the following manner:

• with respect to any U.S. federal income taxes of the affiliated group of which Murphy Oil is the common parent, Murphy USA generally will be responsible for such taxes to the extent attributable to the U.S. marketing business and all Murphy Oil USA, Inc. federal income tax filings and Murphy Oil generally will be responsible for all other such taxes;

• with respect to U.S. state or local income taxes, Murphy USA generally will be responsible for such taxes to the extent attributable to the U.S. marketing business and all Murphy Oil USA, Inc. income and franchise tax filings and Murphy Oil generally will be responsible for all other such taxes;

• with respect to any U.S. state or local property taxes, Murphy USA generally will be responsible for such taxes to the extent attributable to property owned by Murphy USA or one of Murphy USA’s subsidiaries and prospectively, for any assets contributed, and Murphy Oil generally will be responsible for all other such taxes; and

• with respect to certain non-income taxes, such as motor fuel, excise, sales and use taxes, Murphy USA generally will be responsible for such taxes to the extent attributable to the U.S. marketing business and all Murphy Oil USA, Inc. non-income tax filings, and Murphy Oil generally will be responsible for all other such taxes.

In addition, the Tax Matters Agreement impose s certain restrictions on Murphy USA and Murphy USA’s subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free status of the distribution and certain related transactions. The Tax Matters Agreement provide s special rules allocating tax liabilities in the event the distribution, together with certain related transactions, is not tax-free. In general, under the Tax Matters Agreement, Murphy USA will be responsible for any taxes imposed on Murphy Oil that arise from the failure of the distribution and certain related transactions to qualify as a tax-free transaction for federal income tax purposes within the meaning of Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Internal Revenue Code of 1986, as amended (the “Code”) , to the extent that the failure to qualify is attributable to actions, events, or transactions relating to Murphy USA’s stock, assets or business, or a breach of the relevant representations or covenants made by Murphy USA in the Tax Matters Agreement.

The Tax Matters Agreement also set s forth Murphy Oil’s and Murphy USA’s obligations as to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

Transition Services Agreement . The Transition Services Agreement set s forth the terms on which Murphy Oil will provide to Murphy USA , and Murphy USA will provide to Murphy Oil, on a temporary basis, certain services or functions that the companies historically have shared. Transition services will include various corporate services. T he agreement provide s for the provision of specified transition services, generally for a period of up to 18 months, with a possible extension of 6 months (an aggregate of 24 months). Compensation for transition services will be determined using an internal cost allocation methodology based on fully loaded cost (e.g., including an allocation of corporate overhead), or, in certain cases, may be based on terms and conditions comparable to those that would have been arrived at by parties bargaining at arm’s-length.

Employee Matters Agreement . The Employee Matters Agreement govern s Murphy Oil’s and Murphy USA’s compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each company, and generally allocate s liabilities and responsibilities relating to employee compensation and benefit plans and programs. The Employee Matters Agreement provide s for the treatment of outstanding Murphy Oil equity awards and certain other outstanding annual and long-term incentive awards. The Employee Matters Agreement provide s that, following the distribution, Murphy USA’s active employees generally no longer participate in benefit plans sponsored or ma intained by Murphy Oil and commence participation in Murphy USA’s benefit plans. The Employee Matters Agreement also set s forth the general principles relating to employee matters, including with respect to the assignment of employees, the assumption and retention of liabilities and related assets, expense reimbursements, workers’ compensation, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information, and the duplication or acceleration of benefits.

The Employee Matters Agreement also provide s that (i) the distribution did not constitute a change in control under Murphy Oil’s plans, programs, agreements or arrangements and (ii) the distribution and the assignment, transfer or continuation of the employment of e mployees with another entity did not constitute a severance event under the applicable plans, programs, agreements or arrangements.

Trademark License Agreement . The T rademark License Agreement govern s the allocation of trademark rights between Murphy USA and Murphy Oil. In connection with the spin-off, Murphy Oil USA, Inc. assigned all of its rights in all trademarks incorporating the term “Murphy” to Murphy Oil. Pursuant to the T rademark License Agreement, Murphy Oil license d to Murphy USA certai n trademarks incorporating such term for use in Murphy USA’s business on a royalty-free basis.

Lease Agreement for 200 Peach Street, El Dorado, Arkansas . In connection with the spin-off, Murphy Oil contribute d to an affiliate of Murphy USA the 120,000 square foot headquarters building located at 200 Peach Street, El Dorado, Arkansas, including certain appurtenant furniture and fixtures. We enter ed into an agreement to lease to Murphy Oil a portion of our 200 Peach Street building. Annual lease payments under the agreement are approximately $375,000 per year.

Hangar Rental Agreement . Under the Hanger Rental Agreement, Murphy USA rent s space in Murphy Oil’s hanger on a monthly basis for the storage of its aircraft.

Aircraft Maintenance Labor Pooling Agreement . Under the Aircraft Maintenance Labor Pooling Agreement, Murphy Oil will employ technicians and other maintenance staff to service Murphy Oil and Murphy USA aircraft stored in the Murphy Oil hangar, and Murphy USA will reimburse Murphy Oil for an allocated portion of such expenses on an actual cost basis on the terms set forth in the agreement. This agreement may be terminated by either party with 30 days’ notice.

Airplane Interchange Agreement . Under the Airplane Interchange Agreement , either Murphy Oil or Murphy USA may use the other’s aircraft and flight crew from time to time solely for business purposes, subject to certain requirements including that the aircraft is not otherwise in use, and in consideration therefor the other party is entitled to an equal number of hours of usage of the borrower’s aircraft. Each company cannot use the other company’s aircraft if such company’s usage is greater than the other company’s, unless otherwise mutually agreed upon. This agreement may be terminated by either party with 30 days’ notice.

The foregoing descriptions of these agreements are summaries of the material terms of these agreement s; for the complete text of these agreements, please see the agreements filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, each of which is incorporated herein by reference.

Credit Agreement

In connection with the s pin-off , Murphy Oil USA, Inc. ( for purposes of this description, the “ Borrower ”), a wholly-owned subsidiary of Murphy USA, together with Murphy USA and certain subsidiaries of Murphy Oil USA , Inc. (collectively, for purposes of this description, the “Guarantors”) enter ed into a credit agreement dated as of August 30, 2013 and related collateral and guarantee documentation (collectively, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (for the purposes of this description, the “Administrative Agent”) , and the other lenders and agents party thereto.

The Credit Agreement provides for an asset-based revolving facility (the “ABL facility”), which provide s borrowing availability of up to $450 million, subject to the borrowing base described below. Up to $200 million of additional borrowing capacity under the ABL facility may be extended at the request of the Borrower and with the consent of the lenders providing such incremental extension commitments. The ABL facility is scheduled to mature on the fifth anniversary of the Effective Date, subject to the ability to extend for two additional one-year periods with the consent of the extending lenders.

The borrowing base is, at any time of determination, an amount (net of reserves) equal to the sum of:

• 100% of eligible cash at such time, plus

• 90% of eligible credit card receivables at such time, plus

• 90% of eligible investment grade accounts, plus

• 85% of eligible other accounts, plus

• 80% of eligible midstream refined products inventory at such time, plus

• 75% of eligible retail refined products inventory at such time, plus

• the lesser of (i) 70% of the average cost of eligible retail merchandise inventory at such time and (ii) 85% of the net orderly liquidation value of eligible retail merchandise inventory at such time , minus

• any other reserves established by the Administrative Agent in its permitted discretion.

The ABL facility include s a $75 million sublimit on swingline loans and a $200 million sublimit for the issuance of letters of credit. Swingline loans and letters of credit issued under the ABL facility reduce availability under the ABL facility.

In addition to the ABL facility, the Credit Agreement provide s for a $150 million term facility (the “term facility,” and together with the ABL facility, the “ credit facilities ” ), that will mature on the third anniversary of the Effective Date.

On the Effective Date, Murphy Oil USA, Inc. incur red $150 million of indebtedness under the credit facilities, the proceeds of which were use d, together with the proceeds of $500 million senior unsecured notes issued by Murphy Oil USA, Inc. , to finance, in part, a cash dividend to Murphy Oil Corporation in connection with the spin-off . Following the spin-off , we expect to use the borrowing capacity under the ABL facility from time to time to provide working capital and funds for general corporate purposes.

Interest payable on the credit facilities is based on either:

• the London interbank offered rate, adjusted for statutory reserve requirements (the “Adjusted LIBO Rate”); or

• the Alternate Base Rate, which is defined as the highest of (a) the prime rate, (b) the federal funds effective rate from time to time plus 0.50% per annum and (c) the one-month Adjusted LIBO Rate plus 1.00% per annum,

plus, (A) in the case Adjusted LIBO Rate borrowings, (i) with respect to the ABL facility, spreads ranging from 1.50% to 2.00% per annum depending on the average availability under the ABL facility or (ii) with respect to the term facility, spreads ranging from 2.75% to 3.00% per annum depending on a secured debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, (i) with respect to the ABL facility, spreads ranging from 0.50% to 1.00% per annum depending on the average availability under the ABL facility or (ii) with respect to the term facility, spreads ranging from 1.75% to 2.00% per annum depending on a secured debt to EBITDA ratio.

The interest rate period with respect to the Adjusted LIBO Rate interest rate option can be set at one-, two-, three-, or six-months as selected by the Borrower in accordance with the terms of the Credit Agreement.

The Borrower is obligated to make quarterly principal payments on the outstanding principal amount of the term facility beginning on the first anniversary of the Effective Date in amounts equal to 10% of the term loans made on the Effective Date, with the remaining balance payable on the maturity date of the term facility. Borrowings under the credit facilities are prepayable at the Borrower’s option without premium or penalty. The Borrower is also required to prepay the term facility with the net cash proceeds of certain asset sales or casualty events, subject to certain exceptions. The Credit Agreement also include s certain customary mandatory prepayment provisions with respect to the ABL facility.

The Credit Agreement contain s certain covenants that limit, among other things, the ability of the Borrower and certain of Murphy USA’s subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, to enter into consolidations, mergers or sales of material assets and other fundamental changes, to transact with affiliates, to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends, or to make certain accounting changes. In addi tion, the Credit Agreement require s Murphy USA to maintain a minimum fixed charge coverage ratio of a minimum of 1.0 to 1.0 when availability for at least three consecutive business days is less than the greater of (a) 17.5% of the lesser of the aggregate ABL facility commitments and the borrowing base and (b) $70,000,000 (including as of the most recent fiscal quarter end on the first date when availability is less than such amount), as well as a maximum secured

debt to EBITDA ratio of 4.5 to 1.0 at any time when term facility commitments or term loans thereunder are outstanding. The Credit Agreement also contains customary events of default.

All obligations under the Credit Agreement are guaranteed by Murphy USA and the Guarantors, and all obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, the Borrower and the Guarantors.

The foregoing description of the Credit Agre ement is only a summary of the Credit Agreement. F or the complete text of the Credit Agreement, please see the agreement filed with this Current Report on Form 8-K as Exhibit 10.9 , which is incorporated by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets .

On August 30, 2013, i n connection with the spin-off, Murphy Oil Corporation contributed 100% of the capital stock of Murphy Oil USA, Inc. to Murphy USA Inc. Murphy Oil USA, Inc. is the primary operating subsidiary of Murphy Oil’s U.S. retail marketing business that was separated from Murphy Oil in connection with the spin-off. In consideration for the contribution, Murphy USA Inc. issued 46,743,216 shares of its common stock which, together with the 100 shares previously held by Murphy Oil, were distributed to Mur p hy Oil shareholders of record in the distribution. The description of the spin-o ff included under Item 1.01 and the Separation and Distribution Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K are incorporated in this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K related to the Credit Agreement , including the information set forth under the subheading “ Credit Agreement ,” is incorporated by reference in this Item 2.03.

I tem 5.01 Changes in Control of Registrant .

Murphy USA was a 100% owned subsidiary of Murphy Oil immediately prior to the distribution . On August 30, 2013, Murphy Oil completed the distribution of 100% of the outstanding capital stock of Murphy USA to holders of Murphy Oil common stock on the record date of August 21, 2013 . Murphy Oil holders of record receive d one share of Murphy USA common stock for every four shares of Murphy Oil common stock . Following completion of the distribution , Murphy USA is an independent, publicly traded company, and Murphy Oil retain s no ownership interest in Murphy USA. The description of the spin-off included under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.

Item 8 .01 Other Events .

On August 30, 2013 , Murphy Oil issued a press release announcing the completion of the s pin- off. The full text of the press r elease is filed as Exhibit 99. 1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Forward- Looking Statements

This Current Report on Form 8-K contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including , but not limited to, with respect to the use of proceeds of drawings under the Credit Agreement . These statements, which express management’s current views concerning future events or results, are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include, but are not limited to, the volatility and level of crude oil and gasoline prices, the pace and success of our expansion plan, our relationship with Walmart, political and regul atory uncertainty and uncontrollable natural hazards. For further discussion of risk factors, see “Risk Factors” in the Murphy USA registration statement on Form 10 (File No. 001-35914) filed with Securities and Exchange C ommission . Murphy USA undertakes no duty to publicly update or revise any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired

The combined financial statements after giving effect to the contribution of Murphy Oil USA, Inc. were previously included in Murphy USA’s registration statement on Form 10 (File No. 001-35914) and are incorporated into this Item 9.01 by reference.

(b)	Pro Forma Financial Information

The pro forma financial information after giving effect to the contribution of Murphy Oil USA, Inc. were previously included in Murphy USA’s registration statement on Form 10 (File No. 001-35914) and are incorporated into this Item 9.01 by reference.

(d) Exhibits


Exhibit No.	Description
2.1	Separation and Distribution Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.1	Tax Matters Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.2	Transition Services Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.3	Employee Matters Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.4	Trademark License Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.5	Lease Agreement for 200 Peach Street, El Dorado, Arkansas , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.6	Hangar Rental Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.7	Aircraft Maintenance Labor Pooling Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.8	Airplane Interchange Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.9	Credit Agreement, dated August 30, 2013, among Murphy USA Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries, the Lenders party thereto and JPMorgan Chase Bank, N.A.
99.1	Press release issued by Murphy Oil Corporation, dated August 30, 2013, announcing the completion of the spin-off of Murphy USA Inc. from Murphy Oil Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		MURPHY USA INC.
Date:	September 5 , 2013	By:	/s/ Donald R. Smith, Jr.
			Name:	Donald R. Smith, Jr.
			Title:	Vice President and Controller

EXHIBIT INDEX


Exhibit Number	Description
2.1	Separation and Distribution Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.1	Tax Matters Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.2	Transition Services Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.3	Employee Matters Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.4	Trademark License Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.5	Lease Agreement for 200 Peach Street, El Dorado, Arkansas , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.6	Hangar Rental Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.7	Aircraft Maintenance Labor Pooling Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.8	Airplane Interchange Agreement , dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc.
10.9	Credit Agreement, dated August 30, 2013, among Murphy USA Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries, the Lenders party thereto and JPMorgan Chase Bank, N.A.
99.1	Press release issued by Murphy Oil Corporation, dated August 30, 2013, announcing the completion of the spin-off of Murphy USA Inc. from Murphy Oil Corporation.

Exhibit 10.1

TAX MATTERS AGREEMENT

between

MURPHY OIL CORPORATION ,
on behalf of itself
and the members
of the Distributing Group,

and

Murphy USA Inc. ,
on behalf of itself
and the members
of the Controlled Group

Dated as of August 30 , 2013

TAX MATTERS AGREEMENT

This Agreement is entered into as of the 30th day of August , 20 1 3 between Murphy Oil Corporation ( “ Distributing ” ), a Delaware corporation, on behalf of itself and the members of the Distributing Group, as defined below, and Murphy USA Inc. ( “ Controlled ” ), a Delaware corporation, on behalf of itself and the members of the Controlled Group, as defined below.

WITNESSETH:

WHEREAS, pursuant to the tax laws of various jurisdictions, certain members of the Controlled Group presently file certain tax returns on an affiliated, consolidated, combined, unitary, fiscal unity or other, group basis (including as permitted by Section 1501 of the Internal Revenue Code of 1986, as amended (the “ Code ” )) with certain members of the Distributing Group ;

WHEREAS, Distributing and Controlled have enter ed into a Separation and Dist ribution Agreement, dated as of August 30 , 20 1 3 (the “ Distribution Agreement ” ), providing for the distribution by Distributing to its shareholders of all of the common stock of Controlled that is held by Distributing (the “ Distribution ”) and certain other matters;

WHEREAS, Distributing and Controlled desire to set forth their agreement on the rights and obligations of Distributing, Controlled and the members of the Distributing Group and the Controlled Group, respectively, with respect to (A) the handling and allocation of federal, state, local and foreign taxes incurred in t axable periods beginning prior to the Distribution Date , as defined below , (B) taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other tax matters;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

SECTION 1 . Definitions.

(a) As used in this Agreement:

“ Active Business ” shall mean an active trade or business relied upon to satisfy the requirements of Section 355 of the Code as set forth in the Ruling Request , as defined below , and in the o pinion being delivered by counsel in connection with the Distribution .

“ After-Tax Amount ” shall mean an additional amount necessary to reflect the hypothetical Tax consequences of the receipt or accrual of any payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one Tax) applicable to the recipient of such payment for the relevant Taxable year, reflecting , for example, the effect of the deductions available for interest paid or accrued and for Taxes, such as state and local income T axes.

“ AMT ” shall mean the alternative minimum tax, within the mea ning of Section 55 of the Code.

“ Closing of the Books Method ” shall mean the apportionment of items between portions of a Taxable period based on a closing of the books and records on the Distribution Date (as if the Distribution Date were the end of the Taxable period), provided that any items not susceptible to such apportionment shall be apportioned on the basis of elapsed days during the relevant portion of the Taxable period.

“ Code ” shall have the meaning ascribed thereto in the recital .

“ Combined Apportionment Factor ” shall mean the apportionment factor reflected on the applicable consolidated, combined or unitary state or local income T ax return and utilized in computing the combined, consolidated or unitary state or local income T ax liability.

“ Consolidated Federal Return ” shall mean a Pre-Deconsolidation Period Return filed in respect of federal income Taxes by a Consolidated Group .

“ Consolidated Group ” shall mean any group consisting of (i) at least one member of the Distributing Group that filed (or will file) any Pre-Deconsolidation Period Return that reflects the income, assets or operations of any member of the Controlled Group or (ii) at least one member of the Controlled Group that filed (or will file) any Pre-Deconsolidation Period Return that reflects the income, assets or operations of any member of the Distributing Group.

“ Consolidated State Return ” shall mean a Pre-Deconsolidation Period Return filed in respect of state or local income Taxes by a Consolidated Group , including, for the avoidance of doubt, any combined state income tax return .

“ Controlled ” shall have the meaning ascribed thereto in the recital .

“ Controlled Group ” shall mean Controlled and each of its direct and indirect Subsidiaries immediately after the Distribution, including any predecessors thereto .

“ Deconsolidation Date ” shall mean with respect to a Return the date on which any member of the Controlled Group is no longer consolidated, combined or in a unitary relationship (as the case may be) with any member of the Distributing Group in filing such Return.

“ Distributing ” shall have the meaning ascribed thereto in the recital .

“ Distributing Assumed Liability Payment ” means a payment by any member of the Distributing Group in respect of a Murphy Oil Liability, as defined in the Distribution Agreement.

“ Distributing Group ” shall mean Distributing and each of its direct and indirect Subsidiaries other than those entities comprising the Controlled Group.

“ Distribution ” shall have the meaning ascribed thereto in the recital .

“ Distribution Agreement ” shall have the meaning ascribed thereto in the recital .

“ Distribution Date ” shall mean the date on which the Distribution occurs .

“ Ethanol Facility Disposition ” shall mean the sale or other disposition of (i) any assets of the ethanol production facilities located in Hankinson, North Dakota and Hereford, Texas or (ii) the stock or other interests of any entity that holds only such assets , and shall include the discontinuation of the operations of any such facility .

“ Equity Securities ” shall mean any stock or other securities treated as equity for tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock.

“ Final Determination ” shall mean (i) with respect to fe deral income T axes, (A) a “ determination ” as defined in Section 1313(a) of the Code, or (B) execution of an IRS Form 870-AD (or any successor form thereto), as a final resolution of Tax liability for any Taxable period, except that a Form 870-AD (or successor form thereto) that reserves the right of the taxpayer to file a claim for Refund or the right of the IRS to assert a further deficiency shall not constitute a Final Determination with respect to the item or items so reserved; (ii) with respect to Taxes other than federal income Tax es, any final determination of liability in respect of a Tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise; (iii) with respect to any Tax, any final disposition by reason of the expiration of the applicable statute of limitations; or (iv) with respect to any Tax, the payment of Tax by any member of the Distributing Group or the Controlled Group, whichever is responsible for payment of such Tax under applicable law, with respect to any item disallowed or adjusted by a Taxing Authority, provided that the provisions of Section 13 hereof have been complied with, or, if such section is inapplicable, that the party responsible under the terms of this Agreement for such Tax is notified by the party paying such Tax that it has determined that no action should be taken to recoup such disallowed item, and the other party agrees with such determination.

“ Group ” shall mean the Controlled Group or the Distributing Group, as appropriate.

“ IRS ” shall mean the Internal Revenue Service.

“ Loss Group ” shall mean a Group that incurs a Separate Group Taxable Loss f or the relevant Taxable period.

“ Person ” shall have the meaning ascribed to it in Section 7701(a)(1) of the Code.

“ Post-Deconsolidation Period ” shall mean any Taxable period (or portion thereof) beginning afte r the Deconsolidation Date.

“ Pre-Deconsolidation Period ” shall mean any Taxable period (or portion thereof) ending on or before the Deconsolidation Date.

“ Refund ” shall mean any refund of Tax es, including any reduction in Tax es by means of a credit, offset or otherwise.

“ Return ” shall mean any Tax return, statement, report, form, election, claim or surrender (including estimated Tax returns and reports, extension requests and forms, and information returns and reports) required to be filed with any Taxing Authority.

“ Ruling Request ” shall mean the private letter ruling request, dated December 12 , 20 1 2 , together with all attachments, exhibits and supplements thereto submitted by Distributi ng to the IRS.

“ Separate Group Taxable Income ” shall mean, with respect to a Group, such Group’s Taxable income computed as if such Group were a separate consolidated, combined or unitary group, and applying the Tax principles, including limitations and carryovers (excluding limits for charitable contributions and dividends received deduction, and accounting for deferred intercompany transactions consistent with the deferral and recognition rules of Treasury Regulations Section 1.1502-13 (or any successor rule) or analogous state or local rule), that would have been applicable to such Group had such Group never been part of the Consolidated Group or any other consolidated, combined or unitary group. In the context of state and local Tax , Separate Group Taxable Income shall be computed prior to the application of any apportionment formula.

“ Separate Group Tax Liability ” shall mean (i) with respect to federal income Taxes , the product of a Group’s Separate Group Taxable Income, computed for federal income Tax purposes, and the highest federal income Tax rate imposed under the Code on the Taxable income of a corporation for the relevant Taxable period (or portion thereof), reduced by any Tax credits that the Group would be able to use if it were calculating its federal income Tax liability on a stand-alone basis and (ii) with respect to the Taxes of a particular state or locality, the product of the Group’s Separate Group Taxable Income and the Combined Apportionment Factor and the State Tax Rate, reduced by any applicable Tax credits that the Group would be able to use if it were calculating its Tax liability on a stand-alone basis .

“ Separate Group Taxable Loss ” shall mean, with respect to a Group, such Group’s Taxable loss computed as if such Group were a separate consolidated, combined or unitary group, and applying the Tax principles, including limitations and carryovers (excluding limits for charitable contributions and dividends received deduction, and accounting for deferred intercompany transactions consistent with the deferral and recognition rules of Treasury Regulations Section 1.1502-13 (or any successor rule) or analogous state or local rule), that would have been applicable to such Group had such Group never been part of the Consolidated Group or any other consolidated, combined or unitary group. In the context of state and local Tax , Separate Group Taxable Loss shall be computed prior to the application of any apportionment formula.

“ State Tax Rate ” shall mean, with respect to a particular state or locality, the highest applicable Tax rate imposed under applicable law on the Separate Group Taxable Income of the Group for the relevant Taxable period (or portion thereof).

“ Subsidiary ” of any Person shall mean any corporation, partnership or other entity directly or indirectly owned more than 50 percent (by vote or value) by such Person.

“ Tax ” (and the correlative meaning, “ Taxes, ” “ Taxing ” and “ Taxable ” ) shall mean (A) any tax imposed under Subtitle A of the Code, or any net income, gross income, gross receipts, alternative or add-on minimum, sales, use, business and occupation, value-added, trade, goods and services, ad valorem, franchise, profits, license, business royalty, withholding, payroll, employment, capital, excise, transfer, recording, severance, stamp, occupation, premium, property, asset, real estate acquisition, environmental, custom duty, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount imposed by a Taxing Authority; or ( B ) any liability of a member of the Distributing Group or the Controlled Group for the payment of any amounts described in clause (A) as a result of any express or implied obligation to indemnify any other Person.

“ Tax Proceeding ” shall mean any Tax audit, dispute or proceeding (whether administrative, judicial or contractual).

“ Taxing Authority ” shall mean any governmental authority (domestic or foreign), including, without limitation, any state, municipality, political subdivision or governmental agency, responsible for the imposition of any Tax.

(b) All capitalized terms used but not defined herein shall have the same meanings as in the Distribution Agreement. Any term used in this Agreement which is not defined in this Agreement or the Distribution Agreement shall, to the extent the context requires, have the meaning assigned to it in the Code or the applicable Treasury regulations thereunder (as interpreted in administrative pronouncements and judicial decisions), in comparable provisions of applicable law or in the Ruling Request.

SECTION 2 . Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Distributing Group , on the one hand, and any member of the Controlled Group , on the other hand, shall be or shall have been terminated on or before the Distribution Date . Following the Distribution, neither the members of the Controlled Group nor the members of the Distributing Group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreements between the members of the Controlled Group , on the one hand, and the members of the Distributing Group , on the other hand . Distributing and Controlled shall act in good faith in the performance of this Agreement.

SECTION 3. Federal Income Taxes.

(a) Return Filing.

(i) Distributing shall prepare and file, or cause to be prepared and filed, Consolidated Federal Returns for which the Consolidated Group is required or permitted to file a Consolidated Federal Return using, inter alia , information previously provided by Controlled. Controlled shall maintain all necessary information to file a Consolidated

Federal Return and shall provide Distributing with all such necessary information in accordance with past practice and in no event later than 45 days before such return is due. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated Federal Returns.

(ii) To the extent that Controlled or any member of the Controlled Group is included in any Consolidated Federal Return for a Taxable period that includes the Distribution Date, Distributing shall include in such Consolidated Federal Return the results of Controlled or of the member of the Controlled Group on the basis of th e Closing of the Books Method.

(iii) Subject to the provisions of Sections 3(b) , 6 and 7 , Distributing shall pay, or cause to be paid, any and all federal income Tax es due or required to be paid with respect to, or required to be reported on, any such Consolidated Federal Return filed in accordance with Section 3(a)(i) .

(b) Allocated Tax Charge .

(i) Distributing shall be responsible for calculating the Separate Group Taxable Income or Separate Group Taxable Loss , as the case may be, for each Group included in a Consolidated Federal Return . Each Group included in a Consolidated Federal Return shall bear its Separate Group Tax Liability, if any. For purposes of such calculation, the deduction for state and local T axes to which each Group is entitled will be determined in a manner consistent with Section 4 of this Agreement.

(ii) If the Controlled Group included in the Consolidated Federal Return incurs a Separate Group Taxable Loss, Distributing shall pay to the Controlled Group (A) the amount, if any, by which the federal income Tax es payable with respect to the Consolidated Federal Return are reduced by reason of the Controlled Group’s Separate Group Taxable Loss and (B) any Refund of federal income Tax es or other federal income Tax benefit attributable to such Separ ate Group Taxable Loss that is a ctually r ealized, in each case as determined by Distributing in its sole discretion. To the extent the Controlled Group receives a payment from Distributing in respect of a Separate Company Taxable Loss pursuant to this Section 3(b)(ii) , such loss shall not be carried forward or carried back by the Controlled Group for purposes of determining Separate Group Taxable Income or Separate Group Taxable Loss in any other Taxable period (or portion thereof). To the extent the Controlled Group does not receive a payment from Distributing in respect of a Separate Group Taxable Loss pursuant to this Section 3(b)(ii) , such loss may be carried forward or carried back, subject to any applicable limitation with respect to carry forward or carry back losses, by the Controlled Group for purposes of determining Separate Group Taxable Income or Separate Group Taxable Loss in another Taxable period (or portion thereof).

(iii) In the event a Consolidated Group incurs an AMT liability with respect to any Taxab le period (or portion thereof), Distributing shall be solely responsible for such

liability. Any Tax benefit arising from the utilization of a consolidated federal AMT credit shall be for the sole benefit of Distributing.

SECTION 4 . State and Local Income Taxes.

(a) Return Filing .

(i) Distributing shall prepare and file, or cause to be prepared and filed, Consolidated State Returns for which the Consolidated Group is required or permitted to file a Consolidated State Return using, inter alia , information previously provided by Controlled. Controlled shall maintain all necessary information to file a Consolidated State Return and shall provide Distributing with all such necessary information in accordance with past pract ice and in no event later than 45 days before such return is due. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated State Returns.

(ii) To the extent that Controlled or any member of the Controlled Group is included in any Consolidated State Return for a Taxable period that includes the Distribution Date, Distributing shall include in such Consolidated State Return the results of Controlled or of the member of the Controlled Group on the basis of the Closing of the Books Method .

(iii) Subject to the provisions of Sections 4(b) , 6 and 7 , Distributing shall pay, or cause to be paid, any and all income Tax es due or required to be paid with respect to, or required to be reported on, any such Consolidated State Return f iled in accordance with Section 4(a)(i) .

(iv) In the event a Consolidated State Return is not filed, each relevant member of the Distributing Group and Controlled Group shall be responsible for (A) filing its own Return as a separate entity in respect of state and local income Taxes , or its own Return in respect of state and local income Taxes relating to a group consisting solely of members of the Distributing Group or members of the Controlled Group, as the case may be, on behalf of the separate group, in each case including requests for extension, as if this Agreement were not in effect and (B) making Tax payments (including estimated Tax payments, if necessary). Each such member filing a Return as a separate entity pursuant to this Section 4(a)(iv) shall be entitled to any Tax benefit and shall be liable for any Tax burden resulting from the filing of such separate Return.

(b) Allocated Tax Charge.

(ii) If the Controlled Group included in a Consolidated State Return incurs a Separate Group Taxable Loss, Distributing shall pay, or shall cause to be paid, to the Controlled Group (A) the amount, if any, by which the state or local income Tax es reflected on such Return are reduced by reason of the Controlled Group’s Separate Group Taxable Loss and (B) any Refund of state or local income Tax es or other state or local income Tax benefit attributable to such Separate Group Taxable Loss that is a ctually r ealized, in each case as determined by Distributing in its sole discretion. To the extent the Controlled Group receives a payment from Distributing in respect of a Separate Group Taxable Loss pursuant to this Section 4(b)(ii) , such loss shall not be carried forward or carried back by the Controlled Group for purposes of determining Separate Group Taxable Income or Separate Group Taxable Loss in any other Taxable period (or portion thereof). To the extent the Controlled Group does not receive a payment from Distributing in respect of a Separate Group Taxable Loss pursuant to this Section 4(b)(ii) , such loss may be carried forward or carried back, subject to any applicable limitation with respect to carry forward or carry back losses, by the Controlled Group for purposes of determining Separate Group Taxable Income or Separate Group Taxable Loss in another Taxable period (or portion thereof).

SECTION 5 . Foreign Income Tax. With respect to the calculation of each Group’s Tax liability for foreign Tax es, the principles set forth in Section 4 shall apply mutatis mutandis .

S ECTION 6 . Estimated Tax Payments.

(a) If estimated Tax payments are required with respect to a Consolidated Group for a Pre-Deconsolidation Period , Distributing shall pay, or cause to be paid, to the IRS , and/or to each relevant state, local and foreign Taxing Authority, on behalf of the members of such Consolidated Group, those estimated Tax payments that are due on the relevant dates prescribed by applicable law. On March 15 (or the proper due date under applicable law) of the year following the current Tax year, Distributing shall pay to the IRS , and to each relevant state, local and foreign Taxing Authority, on behalf of the members of any Consolidated Group, the payment, if any, required to be made with a request for an extension of time in which to file a Consolidated Federal Return or a Consolidated State Return, as the case may be. Each Group’s share of such estimated Tax payments, and payments required to be made with a request for an extension of time in which to file a Consolidated Federal Return or a Consolidated State Return, shall be determined in a manner consistent with the methods set forth in Sections 3 , 4 and 5 of this Agreement. Reimbursement to Distributing of the Controlled Group’s share of any quarterly estimated tax payments or any payment made with a request for an extension of time in which to file a Consolidated Federal Return or a Consolidated State Return, shall be made within 20 business days after receiving notice of such liability from Distributing.

(b) Notwithstanding the provisions of Section 6(a) , if Distributing requests in writing an advance reimbursement from the Controlled Group of the Controlled Group’s share of a quarterly estimated Tax payment or any payment required to be made with a request for an extension of time in which to file a Consolidated Federal Return or a Consolidated State Return, which request shall be not more than 10 business days and not less than 5 business days prior to

the due date of such payment, the Controlled Group shall reimburse Distributing not later than the due date of such estimated Tax payment.

S ECTION 7 . Settlement; Certain Other Tax Sharing Provisions .

(a) Distributing shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Period s, and notify the Controlled Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the Controlled Group shall pay to Distributing its share of such Tax liability, as determined under Sections 3 , 4 and 5 of this Agreement, within 20 business days after receiving notice of such Tax liability from Distributing. Any amounts paid by any member of the Controlled Group pursuant to Section 6 and any amounts receivable by the Controlled Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the Controlled Group. If the sum of any payments by the Controlled Group pursuant to Section 6, and any amounts receivable by the Controlled Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the Controlled Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed at the rate equal to the “prime” rate as published in the Wall Street Journal, Eastern Edition on such date .

(b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, Distributing, in its sole discretion, (i) shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Period in accordance with Treasury Regulations Section 1.1502-21(b)(3) and (ii) may require Controlled to make an election to relinquish the entire carry back period with respect to all net operating losses and consolidated net operating losses attributable to Controlled in accordance with Proposed Treasury Regulations Section 1.1502-72(e)(1) (or any final, amended or successor version thereof that is substantively comparable).

(c) Notwithstanding Section 7(b) above, no member of the Controlled Group shall make any election to carry back any Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period without Distributing’s consent. In the event that Distributing consents to the carry back of any Tax item by a member of the Controlled Group from a Post-Deconsolidation Period to a Pre-Deconsolidation Period or in the event that a member of the Controlled Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period , Distributing shall currently compensate the Controlled Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the Distributing Group. In the event that such item of a member of the Distributing Group is only deferred, Distributing shall make a payment to the Controlled Group in respect of such deferred item at the time the Distributing Group

actually r ealizes the deferred Tax attribute. To the extent the Distributing Group suffers a permanent loss of such Tax attribute, no payment shall b e made to the Controlled Group.

(d) In the event that the Cont rolled Group is entitled to a Tax benefit by reason of a Distributing Assumed Liability Payment, Controlled shall pay to Distributing ( A) the amount, if any, by which any Taxes payable by the Controlled Group are reduced by reason of the Distributing Assumed Liability Payment and ( B) any Refund of Taxes or other Tax benefit attributable thereto that is actually realized, in each case as determined by Controlled in consultation with Distributing .

(e) Controlled and Distributing hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Period s for which a final Return is filed after the date hereof.

(f) Deductions and Reporting for Certain Equity-Based Awards.

(i) Distributing shall be entitled to the economic benefit of, and to the extent permitted by law, may file Returns claiming, the Tax deductions attributable to (x) the exercise of options to purchase stock of Distributing or (y) any payments (whether in cash or stock) made by Distributing pursuant to Section 3.04 of the Employee Matters Agreement in respect of any restricted stock units , cash-based restricted stock units , or cash-based performance units , in each case that a re held by employees or former employees of the Controlled Group.

(ii) To the extent Distributing determines that the Distributing Group will not or may not claim such Tax deductions (whether as a result of disallowance of deductions originally claimed by Distributing or otherwise), the Controlled Group shall pay to the Distributing Group an amount equal to the product of the amount of the related deduction and the Distributing Group’s effective Tax rate for the relevant Taxable period, as determined by Distributing in consultation with Controlled .

( iii ) Except as Distributing may at any time determine in its sole discretion, Distributing shall be responsible for (A) all income, payroll, or other tax reporting related to income to any current or former employees of the Controlled Group arising from the exercise of any option or from any payment described in Section 7(f)(i) ; and (B) remitting applicable tax withholdings for such income to each applicable taxing authority. Distributing and Controlled acknowledge and agree that the parties shall cooperate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient, and appropriate manner.

S ECTION 8 . Other Taxes. All federal, state, local, foreign and other Taxes that are (i) not otherwise expressly dealt with herein or (ii) deter mined on a single-entity basis (including any federal excise Taxes and any franchise Taxes ) , and the filing of any Returns with respect to such Taxes, shall be the responsibility of the Person who is liable for such Taxes or is responsible for filing such Returns under applicable law.

S ECTION 9 . Certain Representations and Covenants.

(a) Controlled Representations. Controlled and each member of the Controlled Group represents that as of the date hereof, and covenants that on the Distribution Date, there is no plan or intention:

(i) to liquidate Controlled or to merge or consolidate Controlled, or any member of the Controlled Group, with any other P erson subsequent to the Distribution,

(ii) to sell or otherwise dispose of any material asset of Controlled or any member of the Controlled Group (other than pursuant to an Ethanol Facility Disposition ) subsequent to the Distribution, except in the ordinary course of business ,

(iii) to take any action inconsistent with the written information and representations furnished to the IRS in connection with the Ruling Request, or to counsel in connection with any opinion being delivered by counsel with respect to the Distribution , regardless of whether such information and representations were included in the ruling issued by the IRS or in the opinion of counsel ,

(iv) to repurchase stock of Controlled other than in a manner that satisfies the requirements of IRS Revenue Procedure 96-30, as modified by IRS Revenue Procedure 2003-48, and any representations made in the Ruling Request,

(v) to take any action , other than pursuant to an Ethanol Facility Disposition, that management of Controlled knows, or should have known, is reasonably likely to contravene any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the Controlled Group or the Distributing Group is a party, or

(vi) to enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the exercise of options or otherwise, option grants, the adoption of, or authorization of shares under, a stock option plan, capital contributions, or acquisitions, but not including the Distribution) that could reasonably be expected to cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly Controlled stock representing a “ 50-percent or greater interest ” within the meaning of Section 355(d)(4) of the Code.

(b ) Controlled Covenants . Controlled covenants to Distributing that, without the prior written consent of Distributing,

(i) during the two-year period following the Distribution Date, other than pursuant to an Ethanol Facility Disposition, (A) neither Controlled, nor any member of the Controlled Group conducting an Active Business, will , or will agree to, discontinue such business or dissolve, liquidate or engage in any transaction involving a merger, consolidation or other reorganization , and (B) none of Controlled or any other member of the Controlled Group will , or will agree to , sell, exchange, distribute or otherwise dispose

of any asset of any member of the Controlled Group , except in the ordinary course of business or as set forth on Schedule 9(b)(i) ,

(ii) Controlled will not, nor will it permit any member of the Controlled Group to, take any action inconsistent with the information and representations furnished to the IRS in connection with the Ruling Request, or to counsel in connection with any opinion being delivered by counsel with respect to the Distribution , regardless of whether such information and representations were included in the ruling issued by the IRS or in the opinion of counsel ,

(iii) Controlled will not , nor will it permit any member of the Controlled Group to, take any action , other than pursuant to an Ethanol Facility Disposition, that management of Controlled knows, or should have known, is reasonably likely to contravene any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the Controlled Group or the Distributing Group is a party,

(iv) during the two-year period following the Distribution Date, Controlled will not repurchase stock of Controlled in a manner contrary to the requirements of IRS Revenue Procedure 96-30, as modified by IRS Revenue Procedure 2003-48, or in a manner contrary to the representations made in the Ruling Request,

(v) on or after the Distribution Date, Controlled will not, nor will it permit any member of the Controlled Group to, make or change any accounting method, amend any Return or take any Tax position on any Return, take any other action or enter into any transaction that results in any increased Tax liability or reduction of any Tax asset of the Distributing Group or any member thereof in respect of any Pre-Deconsolidation Period ,

(vi) during the two-year period following the Distribution Date, none of Controlled or any other member of the Controlled Group will , or will agree to, sell or otherwise issue to any Person, or redeem or otherwise acquire from any Person, any Equity Securities of Controlled or any other member of the Controlled Group ; provided , however , that Controlled may repurchase stock of Controlled as permitted by Section 9(b)(iv) hereof and may issue such Equity S ecurities to the extent such issuances satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d) , and

(vii) during the two-year period following the Distribution Date, none of Controlled or any other member of the Controlled Group will (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of Controlled , (B) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of Controlled or (C) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (A) or (B) , individually or in the aggregate, together with any transa ction occurring within the four- year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related

transactions (within the meaning of Section 355(e) of the Code) that includes the Distribution , could result in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355−7(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in Controlled (or any successor thereto) .

(c) Controlled Covenants Exceptions . Notwithstanding the foregoing, Controlled and the members of Controlled Group may take actions inconsistent with the covenants contained in Section ‎ 9(b) above, if:

(i) In the case of any disposition of assets that could otherwise be subject to Section 9(b)(i) or (ii), the aggregate book value of such assets does not exceed 5 percent of total assets ; or

(ii) In the case of any other action: (A) Controlled notifies Distributing of its proposal to take such action and Controlled and Distributing obtain a ruling from the IRS to the effect that such actions will not result in the Distribution being taxable to Distributing or its shareholders, provided that Controlled agrees in writing to bear any expenses associated with obtaining such a ruling and, provided further , that Controlled shall not be relieved of any liability under Section 10(a) of this Agreement by reason of seeking or having obtained such a ruling; or (B) Controlled notifies Distributing of its proposal to take such action and obtains an opinion of counsel recognized as an expert in federal income tax matters and acceptable to Distributing to the same effect as in Section 9(c)(ii)(A) , provided that such opinion is acceptable to Distributing in its sole discretion ; provided further , that Controlled shall not be relieved of any liability under Section 10(a) of this Agreement by reason of having obtained such an opinion .

S ECTION 10 . Indemnities.

(a) Controlled Indemnity . Controlled and each member of the Controlled Group will jointly and severally indemnify Distributing and the members of the Distributing Group against, and hold them harmless from:

(i) any Tax liability of the Controlled Group as determined in accordance with this Agreement;

( ii) any liability or damage resulting from a breach by Controlled or any member of the Controlled Group of any representation or covenant made by Controlled herein;

(iii) any Tax liability of Distributing that is attributable to any action of Controlled or any member of the Controlled Group, other than any action required by the Distribution Agreement without regard to whether Distributing has consented to such action; and

(iv) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax liability or damage described in (i), (ii), or (iii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax , liability or damage.

(b) Distributing Indemnity . Distributing and each member of the Distributing Group will jointly and severally indemnify Controlled and the members of the Controlled Group against, and hold them harmless from:

(i) any Tax liability of the Consolidated Group, other than any such liabilities described in Section 10(a) ;

(ii) any Taxes imposed on Controlled or any member of the Controlled Group under Treasury Regulation 1.1502-6 (or similar provision of state, local or foreign law) solely as a result of Controlled or any such member being or having been a member of a Consolidated Group; and

(iii) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any income Tax liabi lity or damage described in (i) or (ii) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such income Tax , liability or damage.

(c) Discharge of Indemnity . Controlled, Distributing and the members of the Controlled Group and Distributing Group, respectively, shall discharge their obligations under Sections 10(a) and 10(b) hereof, respectively, by paying the relevant amount within 30 days of demand therefor. Any such demand shall include a statement showing the amount due under Section 10(a) or 10(b) , as the case may be. Items described in Section s 10(a)(i) and 10(b)(i) shall be calculated as set forth in Sections 3 , 4 and 5 . Notwithstanding the foregoing, if either Controlled, Distributing or any member of the Controlled Group or Distributing Group disputes in good faith the fact or the amount of its obligation under Section 10(a) or Section 10(b) , then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 21 hereof; provided, however , that any amount not paid within 30 days of demand therefor shall bear interest as provided in Section 14 .

(d) Tax Benefits . If an indemnification obligation of any member of the Distributing Group or any member of the Controlled Group, as the case may be, under this Section 10 with respect to a Consolidated Group arises in respect of an adjustment that makes allowable to a member of the Controlled Group or a member of the Distributing Group, respectively, any Tax b enefit which would not, but for such adjustment, be allowable, then any payment by any member of the Distributing Group or any member of the Controlled Group, respectively, pursuant to this Section 10 shall be an amount equal to (x) the amount otherwise due but for this subsection (d) , minus (y) the present value of the product of the Tax b enefit multiplied (i) by the

maximum applicable federal, foreign, state or local, as the case may be, corporate Tax rate in effect at the time such Tax b enefit becomes allowable to a member of the Controlled Group or a member of the Distributing Group (as the case may be) or (ii) in the case of a credit, by 100 percent. The present value of such product shall be determined by discounting such product from the time the Tax b enefit becomes allowable at the rate equal to the “prime” rate as published in the Wall Street Journal, Eastern Edition on the date of such determination .

S ECTION 11 . Guarantees. Distributing or Controlled, as the case may be, shall guarantee or otherwise perform the obligations of each member of the Distributing Group or the Controlled Group, respectively, under this Agreement

S ECTION 12 . Communication and Cooperation.

(a) Consult and Cooperate. Controlled and Distributing shall consult and cooperate (and shall cause each member of the Controlled Group or the Distributing Group, respectively, to cooperate) fully at such time and to the extent reasonably requested by the other party in connection with all matters subject to this Agreement. Such cooperation shall include, without limitation,

(i) the retention, and provision on reasonable request, of any and all information including all books, records, documentation or other information pertaining to Tax matters relating to the Distributing Group and the Controlled Group, any necessary explanations of information, and access to personnel, until one year after the expiration of the applicable statute of limitation (giving effect to any extension, waiver, or mitigation thereof);

(ii) the execution of any document that may be necessary (including to give effect to Section 13 ) or helpful in connection with any required Return or in connection with any audit, proceeding, suit or action; and

(iii) the use of the parties’ best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing.

(b) Provide Information. Distributing and Controlled shall keep each other fully informed with respect to any material development relating to the matters subject to this Agreement.

(c) Tax Attribute Matters. Distributing and Controlled shall promptly advise each other with respect to any proposed Tax adjustments relating to a Consolidated Group, which are the subject of an audit or investigation, or are the subject of any proceeding or litigation, and which may affect any Tax liability or any Tax attribute of Distributing, Controlled, the Distributing Group, the Controlled Group or any member of the Controlled Group or the Distributing Group (including, but not limited to, basis in an asset or the amount of earnings and profits).

S ECTION 13 . Audits and Contest.

(a) Notice . Distributing or Controlled shall promptly notify the other in writing upon the receipt of any notice of Tax Proceeding from the relevant Taxing Authority; provided, that a party’s right to indemnification under this Agreement shall not be limited in any way by a failure to so notify, except to the extent that the indemnifying party is materially prejudiced by such failure.

(b) Distributing Control . Notwithstanding anything in this Agreement to the contrary, except to the extent provided in paragraphs (c) , (d) and (e) below, Distributing shall have the right to contr ol all matters relating to any T ax Return or any Tax Proceeding with respect to any T ax matters of a Consolidated Group or any member of a Consolidated Group. Distributing shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any Tax matter described in the preceding sentence ; provided, however , that Distributing shall keep Controlled informed of all material developments and events relating to such matters to the extent they affect the Separate Group Tax Liability of the Controlled Group or may give rise to a claim for indemnity by Distributing against Controlled under Section 10(a) of this Agreement; and at its own cost and expense, Controlled shall have the right to participate in (but not to control) the defense of any such tax claim.

(c) Controlled Assumption of Control; Non-Section 355 Matters . If Distributing determines that the resolution of any matter relating to a T ax Return or Tax Proceeding (other than a Tax Proceeding relating to the qualification of the Distribution under Section s 355 and 368(a)(1)(D) of the Code) is reasonably likely to have an adverse effect on Controlled Group with respect to any Post- Deconsolidation Period, Distributing may permit Controlled to elect to assume control over disposition of such matter at Controlled’s sole cost and expense; provided, however , that if Controlled so elects, it will (i) be responsible for the payment of any liability arising from the disposition of such matter notwithstanding any other provision of this Agreement to the contrary and (ii) indemnify the Distributing Group for any increase in a liability and any reduction of a Tax a sset of the Distributing Group arising from such matter.

(d) Controlled Assumption of Control; Section 355 Matters . In the event of a Tax Proceeding relating to the qualification of the Distribution under Section s 355 and 368(a)(1)(D) of the Code, Distributing shall have the right to control the defense of the matter in all proceedings before the IRS, provided that Distributing shall keep Controlled fully informed of all material developments and shall permit Controlled a reasonable opportunity to participate in the defense of the matter.

(e) Controlled Control . Controlled shall have full control over all matters relating to any Tax Proceeding with respect to Returns of Controlled Group relating to any Post- Deconsolidation Period.

S ECTION 14 . Payments.

(a) Timing, After-Tax Amounts . All payments to be made hereunder shall be made in immediately available funds. Except as otherwise provided, all payments required to be made pursuant to this Agreement will be due 30 days after the receipt of notice of such payment or,

where no notice is required, 30 days after the fixing of liability or the resolution of a dispute. Payments shall be deemed made when received. Any payment that is not made when due shall bear interest at the rate equal to the “prime” rate as published on such date in the Wall Street Journal, Eastern Edition . If, pursuant to a Final Determination, any amount paid by Distributing or the members of the Distributing Group or Controlled or the members of the Controlled Group, as the case may be, pursuant to this Agreement results in any increased Tax liability or reduction of any Tax asset of Controlled or any member of the Controlled Group or Distributing or any member of the Distributing Group, respectively, then Distributing or Controlled, as appropriate, shall indemnify the other party and hold it harmless from any interest or penalty attributable to such increased Tax liability or the reduction of such Tax asset and shall pay to the other party, in addition to amounts otherwise owed, the After-Tax Amount. With respect to any payment required to be made or received under this Agreement, Distributing has the right to designate, by written notice to Controlled, which member of the Distributing Group will make or receive such payment.

(b) Netting of Payments . If, on the day payment is due under this Agreement, each of Distributing and Controlled (each, a “ Party ”) owes an amount to the other Party pursuant to this Agreement and any other agreement between the Parties, including, without limitation, the Distribution Agreement and any Ancillary Agreement, as defined in the Distribution Agreement, the Parties shall satisfy their respective obligations to each other by netting the aggregate amounts due to one Party against the aggregate amounts due to the other Party, with the Party, if any, owning the greater aggregate amount paying the other Party the difference between the amounts owed. Such net payment shall be made pursuant to the provision of Section 14(a) .

S ECTION 15 . Notices. Any notice, demand, claim, or other communication under this Agreement shall be in writing and shall be deemed to have been given upon the delivery or mailing, thereof, as the case may be, if delivered personally or sent by certified mail, return receipt requested, postage prepaid, to the parties at the following addresses (or at such other address as a party may specify by notice to the other):

If to Distributing or the Distributing Group, to:

Murphy Oil Corporation

Attn: Tim Butler

200 Peach St., P.O. Box 7000

El Dorado, Arkansas 71731

Murphy Oil Corporation

Attn: John Eck art

200 Peach St., P.O. Box 7000

El Dorado, Arkansas 71731

If to Controlled or the Controlled Group, to:

Murphy USA Inc.

Attn: Dan Farish

200 Peach St., P.O. Box 7 3 00

El Dorado, Arkansas 71730

Murphy USA Inc.

Attn: Donald Smith

200 Peach St., P.O. Box 7 3 00

El Dorado, Arkansas 71730

S ECTION 16 . Costs and Expenses.

(a) Except as expressly set forth in this Agreement, each party shall bear its own costs and expenses incurred pursuant to this Agreement. For purposes of this Agreement, costs and expenses shall include, but not be limited to, reasonable attorneys’ fees, accountant fees and other related professional fees and disbursements. Notwithstanding anything to the contrary in this Agreement, each of the Controlled Group and the Distributing Group will be responsible for its allocable portion, as determined by Distributing, of (i) all costs and expenses attributable to filing any Return that reflects the income, assets or operations of the Controlled Group or the Distributing Group, respectively and (ii) all costs and expenses incurred by Distributing or Controlled, respectively, in complying with the provisions of Section 12 of this Agreement.

(b) With respect to all Tax Proceedings, including any pending litigation with any Taxing Authority, costs shall be allocated in good faith by Distributing. Each party hereto shall be liable for its allocable portion of such costs as provided in Section 10 .

S ECTION 17 . Effectiveness; Termination and Survival. This Agreement shall become effective upon the consummation of the Distribution. All rights and obligations arising hereunder shall survive until they are fully effectuated or performed ; provided, further , that notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has been satisfied or otherwise resolved.

S ECTION 18 . Section Headings. The headings contained in this Agreement are inserted for convenience only and shall not constitute a part hereof or in any way affect the meaning or interpretation of this Agreement.

S ECTION 19 . Entire Agreement; Amendments and Waivers.

(a) Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein. No alteration, amendment, modification, or waiver of any of the terms of this Agreement shall be valid unless made by an instrument signed by an authorized officer of each of Distributing and Controlled, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) Amendments and Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver hereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. This Agreement shall not be waived, amended or otherwise modified except in writing, duly executed by all of the parties hereto.

SECTION 20 . Governing Law and Interpretation. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving, effect to laws and principles relating to conflicts of law.

SECTION 2 1 . Dispute Resolution. In the event of any dispute relating to this Agreement, including but not limited to whether a Tax liability is a liability of the Distributing Group or the Controlled Group, the parties shall work together in good faith to resolve such dispute within 30 days. If the parties are unable to resolve such dispute within 30 days, such dispute shall be resolved by an accounting firm whose selection shall be reasonably satisfactory to both parties and whose fees and costs shall be shared equally by Distributing and Controlled.

SECTION 2 2 . Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

SECTION 2 3 . Assignments; Third Party Beneficiaries. Except as provided below, this Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns, by merger, acquisition of assets or otherwise (including but not limited to any successor of a party hereto succeeding to the Tax attributes of such party under applicable law). This Agreement is not intended to benefit any person other than the parties hereto and such successors and assigns, and no such other person shall be a third party beneficiary he reof.

SECTION 2 4 . Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its charter or bylaws or any agreement, instrument or order binding on such party.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first written above.

Distributing on its own behalf and on behalf of the members of the Distributing Group.
By:	/s/ Walter K. Compton
Name: Walter K. Compton
Title: Senior Vice President and General Counsel

Controlled on its own behalf and on behalf of the members of the Controlled Group.
By:	/s/ John A. Moore
Name: John A. Moore
Title: Senior Vice President, General Counsel and Secretary

SCHEDULE 9(b)(i)

None

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

by and between

M URPHY OIL CORPORATION

and

MURPHY USA INC.

Dated as of August 30 , 201 3

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TABLE OF CONTENTS

1


		Page

	ARTICLE 1
	DEFINITIONS

Section 1.01.	Definitions	1

	ARTICLE 2
	PURCHASE AND SALE OF SERVICES

Section 2.01.	Purchase and Sale of Services	5
Section 2.02.	Third Party License and Consents	6
Section 2.03.	Third Party Providers	6
Section 2.04.	Cooperation	7

	ARTICLE 3
	SERVICE COSTS; OTHER CHARGES

Section 3.01.	Service Costs Generally	7
Section 3.02.	Taxes	7
Section 3.03.	Invoicing and Settlement	8

	ARTICLE 4
	THE SERVICES

Section 4.01.	Standards of Service	8
Section 4.02.	Changes to Services	9
Section 4.03.	Management of Services By Provider	9
Section 4.04.	Liaisons	9

	ARTICLE 5
	DISCLAIMER, LIABILITY AND INDEMNIFICATION

Section 5.01.	EXCLUSION OF WARRANTIES	10
Section 5.02.	Limitation of Liability	10
Section 5.03.	Indemnification of Provider by Recipient	11
Section 5.04.	Indemnification of Recipient by Provider	11
Section 5.05.	Indemnification of Exclusive Remedy	11
Section 5.06.	Conduct of Proceedings	11

	ARTICLE 6
	TERM AND TERMINATION

Section 6.01.	Term	12
Section 6.02.	Termination	12
Section 6.03.	Effect of Termination	13



	ARTICLE 7
	ADDITIONAL AGREEMENTS

Section 7.01.	Confidential Information	13
Section 7.02.	Ownership of Assets	15
Section 7.03.	Security	15
Section 7.04.	Access to Information and Audit	16
Section 7.05.	Compliance with Applicable Law	16
Section 7.06.	Labor Matters	16
Section 7.07.	Record Retention	17

	ARTICLE 8
	MISCELLANEOUS

Section 8.01.	No Agency; Independent Contractor Status	17
Section 8.02.	Subcontractors	17
Section 8.03.	Force Majeure	17
Section 8.04.	Entire Agreement	18
Section 8.05.	Notices	18
Section 8.06	Governing Law	19
Section 8.07.	Jurisdiction	19
Section 8.08.	Specific Performance	19
Section 8.09.	WAIVER OF JURY TRIAL	19
Section 8.10.	Severability	20
Section 8.11.	Amendments and Waivers	20
Section 8.12.	Successors and Assigns	20
Section 8.13.	Third Party Beneficiaries	20
Section 8.14.	Counterparts	20
Section 8.15.	Construction and Interpretation	20
Section 8.16.	Conflict of Terms	21

Schedule A	Services
Schedule B	Liaisons

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “ Agreement ”) is entered into as of August 30 , 20 1 3 by and between M urphy Oil Corporation , a Delaware corporation (“ Mu r phy Oil ”) and Murphy USA Inc. , a Delaware corporation (“ Murphy USA ”) .

RECITALS

WHEREAS, Murphy Oil and Murphy USA have e nte re d enter into a Separation and Distribution Agreement dated as of August 30 , 20 1 3 ( as amended from time to time , the “ Separation and Distribution Agreement ”) providing for the distribution by Murphy Oil to its shareholders of all of the common stock of Murphy USA ; and

WHEREAS, the Separation and Distribution contemplates that the part ies hereto will enter into this Agreement , pursuant to which Murphy Oil will provide , or cause to be provided, certain services to Murphy USA (and if requested, one or more of its S ubsidiaries) and Murphy USA will provide , or cause to be provided, certain services to Murphy Oil (and if requested, one or more of its S ubsidiaries) , on the terms and conditions set forth herein .

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and permitted assigns, hereby agree as follows:

ARTICLE 1
Definitions

Section 1.01 . Definitions . (a) Any capitalized term that is used herein but not defined herein shall have the meaning assigned to such term in the Separation and Distribution Agreement .

(a ) As used in this Agreement, the following terms shall have the following meanings, applicable both to the singular and the plural forms of the terms described:

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Agreement to the contrary (except where the relevant provision states explicitly to the contrary) , no member of the Murphy Oil Group, on the one hand, and no member of the Murphy USA Group, on the other hand, shall be deemed to be an Affiliate of the other .

“ Applicable Law ” means, with respect to any Person, any federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling , directive, guidance, instruction, direction, permission, waiver, notice, condition, limitation, restriction or prohibition or other similar requirement enacted, adopted, promulgated , imposed, issued or applied by a Governmental Authority that is binding upon or applicable to such Person, its properties or assets or its business or operations, as amended unless expressly specified otherwise.

“ Business Day ” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by A pplicable Law to close.

“ Change of Control ” means, w ith respect to Murphy Oil or Murphy USA , the occurrence of any of the following: (i) a “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes a beneficial owner, directly or indirectly, of equity representing fifty percent (50%) or more of the total voting power of Murphy Oil ’s or Murphy USA ’s , as applicable, then outstanding equity capital; (ii) such entity merges into, is consolidated with or effects an amalgamation with another Person, or merges another Person into such entity, on a basis whereby less than fifty percent (50%) of the total voting power of the surviving Person immediately after such merger, consolidation or amalg amation is represented by equity held directly or indirectly by former equityholders of (and in respect of their former equity holdings in) such entity immediately prior to such merger , consolidation or amalgamation; and (iii) such entity directly or indirectly sells , transfer s or exchange s all, or substantially all, of its assets to another Person unless at least fifty percent (50%) of the total voting power of the transfer ee is directly or indirectly owned by the equityholders of Murphy Oil or Murphy USA, as applicable, in respect of their former equity holdings in Murphy Oil or Murphy USA immediately prior to transfer ; provided that in no event shall the consummation, execution or closing of the Spin-Off constitute a Change of Control with respect to Murphy Oil or Mur phy USA.

“ Distribution ” has the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Time ” has the meaning set forth in the Separation and Distribution Agreement.

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“ Employee Costs ” means with respect to the provision of the applicable Service by any employee, the product of (i) the hours attributable to the Service, (ii) such employee’s Hourly Rate and (iii) the Intercompany Charge-Out Rate applicable to such employee.

“ Governmental Authority ” means any multinational, foreign, federal, state, local or other governmental, statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral authority which has any jurisdiction or control over either party (or any of their Affiliates).

“ Group ” means, as the context requires, the Murphy USA Group or the Murphy Oil Group.

“ Hourly Rate ” means, (i) with respect to a ny salaried employee , (A) such employee’s annual salary as of the Distribu tion Date (or if such employee wa s not employed by the Provider or an Affiliate as of the Distribution Date, as of such employee’s initial hiring by the Provider or an Affiliate ) divided by (B) 1800 and (ii) with respect to an y hourly employee, such employee’s hourly (non-overtime) wag e rate (regardless of whether any applicable hours providing S ervices are worked on an overtime basis ) as of the Distribution Date (or if such employee wa s not employed by the Provider or an Affiliate as of the Distribution Date, as of such employee’s initial hiring by the Provider or an Affiliate ) .

“ Insolvency Event ” means with respect to either party, as applicable, (i) the making by such party of any assignment for the benefit of creditors of all or substantially all of its assets or the admission by such party in writing of its inability to pay all or substantially all of its debts as they become due; (ii) the adjudication of such party as bankrupt or insolvent or the filing by such party of a petition or application to any tribunal for the appointment of a trustee or receiver for such party or any substantial part of the assets of such party; or (iii) the commencement of any voluntary or involuntary bankruptcy proceedings (and, with respect to involuntary bankruptcy proceedings, the failure of such proceedings to be discharged within 60 days), reorganization proceedings or similar proceeding with respect to such party or the entry of an order appointing a trustee or receiver or approving a petition in any such proceeding.

“ Intercompany Charge-Out Rate ” means with respect to any employee, Provider’s departmental charge rate applicable to such employee as of the Distribution Date (or, if such employee was not employed by the Provider or an Affiliate as of the Distribution Date, the charge rate that would have been applicable to such employee on the Distribution Date if he or she had been an employee on such date) .

“ Murphy Oil Entity ” means any member of the Murphy Oil Group.

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“ Murphy Oil Group ” means Murphy Oil and its Subsidiaries (other than any member of the Murphy USA Group) , including all predecessors to such Persons .

“ Murphy Oil Systems ” means any computer hardware or software program or routine or part thereof owned, licensed or provided by any Murphy Oil Entity or any of their suppliers on any Murphy Oil Entity’s behalf, each as modified, maintained or enhanced from time to time by any Murphy Oil Entity, any Murphy USA Entity or any third party.

“ Murphy USA Entity ” means any member of the Murphy USA Group.

“ Murphy USA Group ” means Murphy USA and its Subsidiaries as of (and, except where the context clearly indicates otherwise, after) the Distribution Time and after giving effect to the Restructuring, including all predecessors to such Persons.

“ Murphy USA Systems ” means any computer hardware or software program or routine or part thereof owned, licensed or provided by any Murphy USA Entity or any of their suppliers on any Murphy USA Entity’s behalf, each as modified, maintained or enhanced from time to time by any Murphy USA Entity, any Murphy Oil Entity or any third party.

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“ Provider Group ” means, as the context requires, the Murphy Oil Group , in the case of S ervices to be provided by Murphy Oil, or the Murphy USA Group , in the case of Services to be provided by Murphy USA .

“ Recipient Entity ” means any member of the Recipient Group.

“ Recipient Group ” means, as the context requires, the Murphy Oil Group , in the case of Services to be received by the Murphy Oil Group , or the Murphy USA Group , in the case of Services to be received by the Murphy USA Group .

“ Schedule ” means a Schedule attached hereto forming part of this Agreement.

“ Service Costs ” means the sum of the Provider Group’s (i) reason able actual out-of-pocket costs attributable to the provision of the applicable Service and (ii) Provider’s Employee Costs . For purposes of clause (i), and without limitation, the parties agree that such costs with respect to any given good or service will be considered reasonable if the relevant out-of-pocket cost for such

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good or service either (x) do not exceed the comparable cost being paid by Provider or an Affiliate for such good or service prior to the Distribution Time or (y) do not exceed the cost being paid by Provider or an Affiliate for such good or service being rendered to Provider or its Affiliates not in connection with the provision of the Services.

“ Subsidiary ” means, with respect to any Person, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person .

“ Systems ” means the Murphy Oil Systems or the Murphy USA Systems, individually, or the Murphy Oil Systems and the Murphy USA Systems, collectively, as the context may indicate or require .

(b ) Each of the following terms is defined in the Section set forth opposite such term:


Term	Section
Actions	5.03
Agreement	Preamble
Baseline Period	4.01(a)
Confidential Information	7.01
force majeure	8.03
Invoice Date	3.03(a)
Liaison	4.04(a)
Murphy Oil	Preamble
Murphy USA	Preamble
Payment Date	3.03(b)
Provider	2.01(a)
Provider Indemnified Person	5.02
Recipient	2.01(a)
Recipient Indemnified Person	5.04
Separation and Distribution Agreement	Recitals
Services	2.01(a)

ARTICLE 2
Purchase And Sale Of Services

Section 2.01 . Purchase and Sale of Services . (a) On the terms and subject to the conditions of this Agreement and in consideration of the payment of the Service Costs in accordance with Section 3.01 , after the Distribution Time each of

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Murphy Oil and Murphy USA (each in its capacity as a provider of Services, “ Provider ”) agrees to provide to the other party (in its capacity as a recipient of S ervices, “ Recipient ”) , or procure the provision to Recipient of, and Recipient agrees to purchase from Provider , the transition services set forth on Schedule A as S ervices to be provided by the relevant Provider (the “ Services ”) .

(a ) It is understood that (i) the Services to be provided to Recipient under this Agreement shall , at Recipient’s request, be provided to any Person that is a Subsidiary of Recipient (and to the extent Services are so provided , references to “Recipient” (and related references) shall be construed accordingly as the context requires ) and (ii) Provider may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Affiliates to provide or procure such Services (and, to the extent Services are so provided , references to “Provider” (and related references) shall be construed accordingly as the context requires ) , which Affiliates it may change at its discretion from time to time ; provided that Provider shall remain responsible for the performance of such Affiliates . With respect to Services provided to, or procured on behalf of, any Subsidiary of Recipient, Recipient agrees to p ay on behalf of such Subsidiary, or cause such Subsidiary to pay, all amounts payable by or in respect of such Services pursuant to this Agreement.

(b ) Except for the Services expressly contemplated to be provided in accordance with this Section 2.01 , Pro vider shall have no obligation under this Agreement to provide any services to the Recipient Group . Provider agrees to consider in good faith any requests by Recipi ent for the provision of any additional services . Any such additional services that Provider agrees to provide will be on such terms and conditions (including pricing) as th e parties shall mutually and reasonably agree.

Section 2.02 . Third Party Licenses and Consents . Provider and Recipient shall use commercially reasonable efforts to obtain , and to keep and maintain in effect, all governmental or third party licenses and consents required for the provision of any Service by Provider in accordance wi th the terms of this Agreement ; provided that if Provider is unable to obtain any such license or consent, Provider shall promptly notify Recipient in writing and shall, and shall cause its Affiliates to, use commercially reasonable efforts to implement an appropriate alternative arrangement . The costs relating to obtaining any such licenses or consents shall be borne by Recipient; provided that Provider shall not incur any such costs without the prior written consent of Recipient. If any such license, consent or alternative arrangement is not available despite the commercially reasonable efforts of Provider and its Affiliates or as a result of Recipient failing to consent to the incurrence of costs relating to obtaining any such license or consent , Provider shall not be required to provide the affected Services.

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Section 2.03 . Third Party Providers . If Provider receives written notice from any third party service provider that such Person intends to terminate a service pursuant to which Provider provides a Service to Recipient , then Provider shall provide a copy of such wri tten notice to Recipient an d shall use commercially reasonable efforts to secure the continued provision of that service from such third party or an alternative service provider . If Provider is unable to secure the continued provision of that service from such third party or an alternative service provider, Provider shall not be required to provide the affected Service.

Section 2.04 . Cooperation . Provider and Recipient agree to cooperate in providing for an orderly transition of Services, including Services terminated pursuant to Section 6.02 , to Recipient or a successor service provider designated by Recipient. Such cooperation shall be subject to the provisions hereof relating to the provision of Services including that Recipient shall pay to Provider the Service Costs related there to .

ARTICLE 3
Service Costs; Other Charges

Section 3.01 . Service Costs Generally . Unless the applicable Schedule hereto expressly provides otherwise (in which event the parties agree to the costs set forth therein) or the parties agree in writing to a different arrangement, for each period in which Recipient receives a Service hereunder , Recipient shall pay Provider the Service Costs for the applicable Service . I n the case of a termination of any or all Service s prior to the End Date (other than (x) a termination under Section 6.02(c) or (y) a termin ation under Section 6.02(f) arising from Provider suffering an Insolvency Event) , (i) Recipient shall continue to be responsible for the reasonable out-of-pocket costs associated with such Services until the End Date, (ii) Provider shall use reasonable efforts to eliminate such costs referenced in clause (i) as soon as possible and (iii) until such costs referenced in clause (i) are eliminated they will be treated as Service Costs relating to Services provided prior to termination and may be invoiced as incurred . Provider may not rely on the prior sentence with respect to the costs for a given contract if the contract was entered into in connection with providing the Services and the term of the contract was more than three months unless Recipient approved Provider entering into such contract .

Section 3.02 . Tax es . (a) Recipient shall pay all applicable sales or use taxes incurred with respect to provision of the Services. Such taxes shall be incremental to other payments or charges identified in this Agreement.

(b ) All sums payable under this Agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by A pplicable Law , in which event the amount of the payment due from the party

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required to make such payment (other than amounts of interest) shall be increased to an amount which after any withholding or deduction leaves an amount equal to the payment which would have been due if no such deduction or withholding had been required.

Section 3.03 . Invoicing and Settlement . (a) Unless any Schedule hereto indicates otherwise or the parties agree in writing to a different arrangement, Provider shall invoice or notify in writing the Recipient on a monthly basis (not later than 30 days after the end of each month) for the charges for Services hereunder for the prior month (the d ate of delivery of such invoice, the “ Invoice Date ”) .

( b ) Recipient agrees to pay on or before the date ( each, a “ Payment Date ”) that is 30 days after the Invoice Date by wire transfer of immediately available funds payable to the order of Provider to such account(s) designated by Provider all amounts invoiced by Provider pursuant to Section 3.03(a) , except for any portion of those amounts reasonably disputed in good faith . Payment for amounts reasonably disputed in good faith for any Services may be withheld beyond their due date by Recipient until such dispute is resolved pursuant to Section 4.04 , in which event the relevant payment shall include interest at the Inter est Rate from the date that is 15 days after the original relevant Payment Date to the actual payment date . In the event of any overpayments by Recipient , Provider agrees to promptly refund any such overpaid amount to Recipient no later than 15 days from the date it is determined that there has been an overpayment .

ARTICLE 4
The Services

Section 4.01 . Standard s of Service . (a) T he level or volume of any specific Service required to be provided to Recipient hereunder shall be at a level or volume consistent in all material respects with the level or volume, as the case may be, of such specific Service as utilized by the Recipient Group during the t welve month period prior to the Distribution Time (the “ Baseline Period ”) . Provider agrees to consider in good faith any requests by R ecipient to modify the level or volume of any specific Service. Any modification to which Provider agrees will be on such terms and conditions (including pricing) as th e parties shall mutually and reasonably agree.

(b ) The manner, nature, quality and standard of care applicable to the delivery by Provider of the Services hereunder shall be substantially the same as that of similar services which Provider provided to the Recipient Group during the Baseline Period .

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(c ) Provider shall have no obligation to provide any Services hereunder in respect of any business, assets or properties not forming part of the Recipient Group’s business as of the Distribution Time . Provider agrees to consider in good faith any requests by Recipient for the provision of any additional services that Recipient considers are reasonably necessary to accommodate norma l growth in Recipient’s business . Any such additional services to which Provider agrees will be on such terms and conditions (including pricing) as th e parties shall mutually and reasonably agree.

Section 4.02 . Changes to Services . It is understood and agreed that Provider may from time to time modify or change the manner , nature, quality and/or standard of care of any Service provided to Recipient to the extent Provider is making a similar change in the performance of such services for the Provider and its Affiliates and provided that any such modification, change or enhancement will not reasonably be expected to materially affect such Service. Provider shall furnish to Recipient substantially the same notice (in content and timing) , if any, as Provider furnishes to its own organization with respect to such modifications or changes.

Section 4.03 . Management of Services By Provider . Except as may otherwise be expressly provided in this Agreement, the management of and control over the provision of the Services by Provider shall reside solely with Provider and notwithstanding anything to the contrary Provider shall be permitted to choose the personnel, methodology, systems , applications and third party providers it utilizes in the provision of such Services ; provided that Provider shall remain responsible for the performance of the Services in accordance with this Agreement . The provision, use of and access to the Services shall be subject to (i) Provider ’ s business, operational and technical environment, standards, policies and procedures as in effect from time to time , (ii) A pplicable L aw and ( i ii ) the terms of this Agreement.

Section 4.04 . Liaisons . (a) Each party shall designate one representative to act as such party’s primary contact person in connection with the Services (each, a “ Liaison ”) and each party may also designate a separate liaison for each Service provided hereunder (who shall act as such party’s primary contact person in connection with the applicable S ervice) . The Liaisons will oversee the implementation and ongoing operation of this Agreement and shall attempt in good faith to resolve disputes between the parties. The parties have designated their respective initial Liaisons and provided contact in formation therefor on Schedule B . The parties shall ensure that their respective Liaisons shall meet in person or telephonically at such times as are reasonably requested by Provider or Recipient to review and discuss the status of, and any issues arising in connection with, the Services or this Agreement. Each party may re-designate its Liaison from time to

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time; provided that it shall notify the other party in writing of the name and contact information for the newly designated Liaison in accordance with Section 8.05 .

(b ) If the Liaisons are unable to make a decision, resolve a dispute or agree upon any necessary action, the unresolved matter shall be referred to the senior legal officer of each of Murphy Oil and Murphy USA notified to the other party for such purpose from time to time , who shall attempt in good faith within a period of 14 days to conclusively resolve any such matter. If such senior legal officers of the p arties are unable to resolve the d ispute within 30 days from the date such d ispute was submitted for consideration or such longer period as the p arties may agree, either p arty may pursue its remedies under Section 8.07 .

ARTICLE 5
Disclaimer, Liability And Indemnification

Section 5.01 . EXCLUSION OF WARRANTIES . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS-IS” WITH NO WARRANTIES, AND PROVIDER EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY WHATSOEVER.

Section 5.02 . Limitation of Liability . (a) Recipient agrees that , except for the indemnity obligation set forth in Section 5.04 , none of the Provider o r its Affiliates or any of its or their respective directors, officers, agents, consultants, representatives and /or employees (each, a “ Provider Indemnified Person ”) shall have any liability, whether direct or indirect, in contract or tort or otherwise, to any Recipient Entity or any other Person for or in connection with the Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of a Provider Indemnified Person in connection with any such S ervices or the transactions contemplated hereby , except to the extent any damages have resulted from such Provider Indemnified Person’s gross negligence or willful misconduct in connection with any such Services, actions or inactions.

( b ) Notwithstanding the provisions of Section 5.02(a) , n o Provider Indemnified Person or Recipient Indemnified Person shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with any of the Services or the performance of or failure to perform Provider ’s or Recipient’s obligations under this Agreement , as applicable , except to the extent the same are payable by a

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party or its Affiliates to an unaffiliated third party in respect of a claim by such third party and are covered by the other party’s indemnification obligations hereunder . This disclaimer ap plies without limitation (i) to claims arising from the provision of the Services or any failure or delay in connection therewith , (ii) to claims for lost profits or opportunities , (iii) regardless of the form of action, whether in contract, tort (including negligence), strict liabil ity, or otherwise , and (iv) regardless of whether such damages are foreseeable or whether Provider or Recipient , as applicable, or any of its Affiliates has been advised of t he possibility of such damages.

(c ) In addition to the foregoing, each party hereto agrees that it s hall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages and those of its Affiliates , whether direct or indirect, due to, resulting from or arising in connection with any failure by the other party to comply fully with its obligations under this Agreement.

Section 5.03 . Indemnification of Provider by Recipient . Recipient agrees to indemnify and hold harmless each Provider Indemnified Person from and against any damages, and to reimburse each Provider Indemnified Person for all costs, damages, liabilities and fees and expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending any Action) (collectively, “ Losses ”) incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation , whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party (collectively, “ Actions ”), arising out of or in connection with Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions; provided that Recipient shall not be responsible for any Losses of any Provider Indemnified Person to the extent such Losses have resulted from such Provider Indemnified Person’s gross negligence or willful misconduct in connection with any of such Services , actions or inactions.

Section 5.04 . Indemnification of Recipient by Provider . Provider agrees to indemnify and hold harmless the Recipient , each of its Affiliates and its and their respective directors, officers, agents, consultants, representatives and /or employees (each, a “ Recipient Indemnified Person ”) from and against any Losses incurred (including in investigating, pre paring, or defending any Action) to the extent such Losses have arisen out of the gross negligence or willful misconduct of any Provider Indemnified Person in connection with the Services rendered or to be rendered pursuant to this Agreement.

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Section 5.05 . Indemnification as Exclusive Remedy . Without limitation to the termination rights provided under Sections 6.02(b) and 6.02(c) or to the rights under Section 8.08 , the indemnification provisions of this Article 5 shall be the ex clusive remedy for money damages for breach of this Agreement and any matters relating to this Agreement .

Section 5.06 . Conduct of Proceedings . Any proceedings relating to indemnification under Section 5.03 or 5.04 shall be conducted in accordance with the procedures set forth in Section 6 .04 o f the Separation and Distribution Agreement.

ARTICLE 6
Term and Termination

Section 6.01 . Term . Except as otherwise provided in this Article 6 or Section 8.03 , the term of this Agreement with respect to each Service shall commence as of the Distribution Time , and shall cease on the earlier of (i) the date set forth in respect of such Service on the applicable Schedule hereto, (ii) the date that is 18 months after the Distribution Time (the “ End Date ,” unless extended pursuant to the proviso below) or (iii) such earlier date as determined in accordance with Section 6.02 ; provided that upon giving prior written notice to Provider at least 30 days prior to the then-applicable End Date, Recipient may extend the End Date until a date that is no more than 24 months after the Distribution Time . This Agreement shall terminate in its entirety upon the expiration of the terms (as deter mined pursuant to the preceding sentence) of all Services ; provided that the provisions of Articles 3 , 5 , 6 and 8 and Sections 7.01 and 7.02 shall survive any such termination indefinitely.

Section 6.02 . Termination . (a) Recipient may from time to time terminate this Agreement with respect to one or more of the Services it receives , in whole or in part, upon giving at least 30 days’ prior notice to Provider .

(b ) Provider may terminate any Service or any part thereof it provides at any time if Recipient shall have failed to perform any of its material obligations under this Agreement relating to any such Service, Provider has notified Recipient in writing of such failure and such failure (i) shall have continued uncured for a period of 3 0 days after receipt by Recipient of written notice of such failure or (ii) is incapable of remedy . For the avoidance of doubt, the failure by Recipient to pay the full amount of any invoiced amount when due shall be considered a breach of Recipient ’s material obligation s under this Agreement , unless such failure to pay results from a good faith dispute in accordance with and subject to Section 3.03(b) .

(c ) Recipient may terminate any Service it receives as provided in the applicable Schedule or at any time if Provider shall have failed to perform any of

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its material obligations under this Agreement relating to any such Service, Recipient has notified Provider in writing of such failure, and such failure (i) shall have continued for a period of 30 days after receipt by Provider of written notice of such failure or (ii) is incapable of remedy .

(d ) At any time following announcement of a transaction involving a Change of Control of Recipient, Provider may elect, by delivery of notice in writing to Recipient, to terminate any or all Services hereunder, such termination to take effect on the date or dates specified by Provider in such notice; provided that without the written consent of Recipient, no such termination of Service shall occur prior to the closing of such Change of Control transaction.

(e ) Upon completion of the sale or other disposition of any portion of the Recipient Group’s business, assets or properties, Provider ’s obligation to provide any Service in respect of the business, assets or properties so disposed shall terminate automatically and without any notice or other action by Provider , and the aggregate level or volume of such Service required to be provided to the Recipient (and, in the case of a Service, if any, for which the cost is not the Service Cost, the s ervice c osts payable by Recipient ) in respect thereof shall be reduced a ppropriately ; provided that Provider’s obligation hereunder (if any) to provide S ervices relating to reporting obligations in respect of such disposed business, assets or properties shall, to the extent related to the period prior to such disposition, not so terminate but, except as the parties may otherwise agree, shall continue until the time they would have terminated absent this Section 6.02(e) .

(f ) Either party may terminate this Agreement at any time with immediate effect upon serving written notice upon the other party if the other party suffers an Insolvency Event.

(g ) For the avoidance of doubt, any notice of termination under this Section 6.02 shall be delivered in accordance with Section 8.05 .

Section 6.03 . Effect of Termination . (a) Other than as required by A pplicable Law , upon termination of any Service pursuant to Section 6.02 , Provider shall have no further obligation to provide the terminated Service and Recipient shall have no obligation to pay any fees relating to such Services; provided that , notwithstanding such termination, (i) Recipient shall remain liable to Provider for Service Costs and other fees owed and payable in respect of Services provided prior to the ef fective date of the termination and (ii) Recipient shall be responsible for the costs referred to in the second sentence to Section 3.01 to the extent set forth therein .

(b ) Termination of this Agreement as provided for herein shall not prejudice or affect any rights or remedies which shall have accrued to either party,

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a Recipient Indemnified Person or a Provider In demnified Person in respect of Services provided or to ha ve been provided prior to termination .

ARTICLE 7
Additional Agreements

Section 7.01 . Confidential Information . (a) The parties hereby covenant and agree to keep , and to cause its Affiliates to keep , confidential all Confidential Information relating to the other party or any of such other party’s Affiliates . Without limiting the generality of the foregoing, each party shall , and shall cause its Affiliates and its and their employees and agents to , exercise the same level of care with respect to Confidential Information relating to the other party or any of its Affiliates as it would with respect to proprietary information, materials and processes relating to itself or any of its Affiliates . “ Confidential Information ” shall mean all confidential and proprietary information, materials and processes relating to a party or any Affiliate of such party obtained by the other party or any Affiliate of such other party at any time (whether prior to or after the date hereof) in any format whatsoever (whether orally, visually, in writing, electronically or in any other form) to the extent arising out of the rendering or receipt of Services hereunder (or preparations for the same or for the termination thereof) and shall include, but not be limited to, economic and business information or data, business plans, computer software and information relating to employees, vendors, customers, products, financial performance and projections, processes, strategies and systems but shall not include (i) information of the other party or its Affiliates which is or becomes generally available to the public other than by release in violation of the provisions of this Section 7.01(a) , (ii) information of the other party or its Affiliates which is or becomes available on a non-confidential basis to a party from a sou rce other than the other party or its Affiliates , provided the party in question reasonably believes that such source is not or was not bound by an obligation to the other party or one of its Affiliates to hold such information confidential and (iii) information developed independently by a party or its Affiliates without use or reference to otherwise Confidential Information of the other party or its Affiliates . Except with the prior written consent of the other party, each party will , and will cause its Affiliates to , use the other party’s and its Affiliates ’ Confidential Information only in connection with the performance of its obligations hereunder and each party shall , and shall cause its Affiliates to, use commercially reasonable efforts to restrict access to the other party’s and its Affiliates ’ Confidential Information to those employees of such party and its Affiliates requiring access for the purpose of providing or receiving Services hereunder. Notwithstanding any provision of this Section 7.01(a) to the contrary, a party may disclose such portion of the Confidential Information relating to the other party or its Affiliates to the extent, but only to the extent, the disclosing party reasonably believes that such disclosure is required under A pplicable Law or the

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rules of a Governmental Authority ; provided that if permissible under Applicable Law and practicable, the disclosing party shall first notif y the other party hereto of such requirement and allow such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. The parties acknowledge that money damages would not be a sufficient remedy for any breach of the provisions of this Section 7.01(a) and that the non-breaching party shall be entitled to equitable relief in a court of law in the event of, or to prevent, a breach of this Section 7.01(a) . In the event that a party learns or has reason to believe that Confidential Information of the other party or its Affiliates has been disclosed or accessed by an unauthorized Person, such party will immediately give notice of such event to its Liaison at the other party.

(b ) Upon the termination of this Agreement , except to the extent otherwise required by A pplicable Law and/or its internal policies and procedures , each party shall , at its election, promptly return to the other party or destroy all Confidential Information of the other received under or pursuant to the performance of this Agreement (including , to the extent practicable, all copies (in any and all media) and summaries thereof) that is within the such party’s or its Affiliates ’ possession, power , custody or control ; provided that any Confidential Information retained by such party or its Affiliates has shall continue to be subject to Section 7.01(a) . P romptly upon the request of a party, the other party shall confirm in writing to such first party that it has complied with this Section 7.01(b) .

Section 7.02 . Ownership o f Assets . (a) Murphy Oil Systems and any and all enhancements thereof or improvements thereto are and shall remain the sole exclusive property of the Murphy Oil Entities and/or its Affiliates and/or its or their suppliers as applicable .

(b ) Murphy USA Systems and any and all enhancements thereof or improvements thereto are and shall remain the sole exclusive property of the Murphy USA Entities and/or its Affiliates and/or its or their suppliers as applicable .

(c ) With respect to any Systems that a Murphy Oil Entity , a Murphy USA Entity , or any of their respective Affiliates, as applicable, is required to maintain or enhance hereunder, as between the Murphy Oil Entities and the Murphy USA Entities , a ll right, title and interest in and to such enhancements and any related documentation, whether created by the party that provides the Service or any employee, contractor, Affiliate or supplier on such party’s behalf, shall be owned exclusively by and vested exclusively in the party or its Group member by whom the applicable System is owned, licensed or provided .

(d ) As between any Murphy Oil Entity , on the one hand, and any Murphy USA Entity , on the other hand, all right, title and interest in and to all data

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processed hereunder shall be owned exclusively by the Murphy Oil Entity or the Murphy USA Entity that originally supplied it to the other , provided that all data created hereunder in connection with the delivery of any Service to Recipient or otherwise on behalf of Recipient shall be owned exclusively by Recipient . Each of Murphy Oil and Murphy USA hereby assign to the other, and shall cause any of its respective employees, contractors, Affiliates, suppliers or third parties performing Services on its behalf pursuant to this Agreement to assign to the other, as applicable, all right, title and interest that any Murphy Oil Entity or any Murphy USA Entity , as applicable, may have in the other’s or its Affiliates ’ data acquired hereunder .

Section 7.03 . Security . Each party , its Affiliates and their respective employees, a uthorized agents and subcontractors shall only use or access such other party’s and its Affiliates ’ Systems, premises or data to the extent such Person is authorized by the other party or pursuant to the terms hereof . Each party , its Affiliates and their employees, a uthorized agents and subcontractors shall comply with the other party’s and its Affiliates ’ policies and procedures in relation to the use and access of the other party’s and its Affiliates ’ Systems provided t hat they do not conflict with the terms of this Agreement ; provided that to the extent such policies and procedures of Recipient make the provision of a given Service impracticable, Provider will be relieved of the obl igation to provide such Service; provided further that Provider will give reasonable advance notice prior to terminating any Services pursuant to the preceding proviso.

Section 7.04 . Access t o Information and Audit . Subject to A pplicable Law, Recipient shall, and shall cause its Affiliates to, with respect to any Service during the term of such Service, upon reasonable advance notice, afford Provider and its representatives reasonable access, during normal business hours, to the employees, properties, books and records and other documents that are reasonably requested in connection with the provision and receipt of such Service hereunder. Recipient or its representatives shall have reasonable access, after requesting such access in writing in advance, during normal business hours to such records for the purpose of auditing and verifying the accuracy of the invoices submitted regarding such amounts due. Any such audits performed by or on behalf of Recipient shall be at Recipient’s sole cost and expense. Recipient shall have the right to audit Provider’s books for a period of one (1) year after the month in which the Services were rendered, except in those circumstances where contracts by Provider or any of its Affiliates with third parties limit the audit period to less than one year.

Section 7.05 . Compliance with Applicable Law . E ach party shall (and shall cause its Affiliates to) at a ll times fully comply with all A pplicable Law to which such party and its Affiliates (to the extent such Affiliates are engaged in the receipt or provision of Services) is subject in connection with the receipt or provision of Services hereunder , as applicable .

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Section 7.06 . Labor Matters . All labor matters relating to employees of Provider and its Affiliates (including, without limitation, employees involved in th e provision of Services to Recipient or any of its Affiliates ) shall be within the exclusive control of Provider , and Recipient shall not take any action affecting such matters. Nothing in this Agreement is intended to transfer the employment of employees engaged in the provision of any Service from one party or its Affiliates to the other or its Affiliates . All employees and representatives of a party and any of its Affiliates will be deemed for all compensation, employee benefits, tax and social security contribution purposes to be employees or representatives of such party or its Affiliates (or their subcontractors) and not employees or representatives of the other party or any of its Affiliates (or their subcontractors). I n providing the Services, such employees and representatives of Provider and its Affiliates (or their subcontractors) will be under the direction, control and supervision of Provider or its Affiliates (or their subcontractors) and not of Recipient or its Affiliates .

Section 7.07 . Record Retention . Each party shall take reasonable steps to preserve and maintain complete and accurate accounts, books, and records of and supporting documentation relating to the Services provided hereunder, which records shall be retained by such party and/or its Affiliates for the period of time specified in such party’s record retention policies and procedures (which shall comply with A pplicable Law).

ARTICLE 8
Miscellaneous

Section 8.01 . No Agency ; Independent Contractor Status . Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties hereto or constitute or be deemed to constitute any party the agent or employee of the other party for any purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose. The parties hereto acknowledge and agree that Provider is an independent contractor in the performance of each and every part of this Agreement and nothing herein shall be construed to be inconsistent with this status. Subject to the terms and conditions of this Agreement, Provider shall have the authority to select the means, methods and manner by which any Service is performed.

Section 8.02 . Subcontractors . Provider may hire or engage one or more subcontractors to perform all or any of its obligations under this Agreement ; provided that, (i ) Provider shall use the same degree of care in selecting any subcontractors as it would if such subcontractor was being retained to provide simi lar services to Provider and ( ii ) Provider shall in all cases remain responsible

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for ensuring that obligations with respect to the standards of services set forth in this Agreement are satisfied with respect to any Service provided by a subcontractor hired or engaged by Provider .

Section 8.03 . Force Majeure . (a) For purposes of this Section 8.03 , “ force majeure ” means an event beyond the reasonable control of either party, which by its nature was not foreseen by such party, or, if it was foreseen, was not reasonably avoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, threat, declaration, continuation, escalation or acts of war (declared or undeclared) or acts of terrorism, failure or shortage of energy sources , raw materials or components, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, and acts, omissions or delays in acting by any Governmental Authority or the other party.

( b ) Without limiting t he generality of Section 5.02 , neither party shall be under any liability for failure to fulfill any obligation to provide Services under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure; provided that (i) such party shall have use d commercially reasonable efforts to minimize to the extent practicable the effect of force majeure on its obli gations hereunder and ( i i) nothing in this Section 8.03 shall be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected party, are contrary to its interests. It is understood that the settlement of a strike, walkout, lockout or other labor dispute will be entirely within the discretion of the affected party. The party affected by the f orce m ajeure event shall notify the other party of that fact as soon as practicable.

Section 8.04 . Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof.

Section 8.05 . Notices . Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:

If to Murphy Oil to:

Murphy Oil Corporation

200 Peach Street

P.O. Box 7000

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El Dorado, Arkansas 71731

Attn: General Counsel

Facsimile: 870-864-6489

If to Murphy USA to:

Murphy USA Inc.

200 Peach Street

P.O. Box 7 3 00

El Dorado, Arkansas 71731

Attn: General Counsel

Facsimile: 870-881-6893

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto ; provided that any notice of termination under Section 6.02 must be signed by the applicable department head of the terminating party, or in the case of termination of more than one Ser vice, the applicable department heads of the terminating party , for the relevant Service(s) . All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.06 . Governing Law . This Agreement shall be governed by and construed in accordance with the law of the State of Arkansas, without regard to the conflicts of law rules of such state.

Section 8.07 . Jurisdiction . The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Western District of Arkansas, El Dorado Division or any Arkansas State court sitting in El Dorado, Arkansas, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from the transaction of business in the State of Arkansas , and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought

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in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party at such party’s corporate headquarters . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.05 shall be deemed effective service of process on such party.

Section 8.08 . Specific Performance . The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court set forth in Section 8.07 , in addition to any other remedy to which they are entitled at law or in equity.

Section 8.09 . WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.10 . Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 8.11 . Amendmen ts and Waivers . (a) A ny provision of this Agreement (including the Schedules hereto) may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by Murphy Oil and Murphy USA , or in the case of a waiver, by the party against whom the waiver is to be effective.

(b ) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable L aw.

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Section 8.12 . Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party hereto.

Section 8.13 . Third Party Beneficiaries . Except as set forth in Sections 5.02, 5.03 and 5.04, no provision of this Agreement is intended to, or shall, confer any third party beneficiary or other rights or remedies upon any Person other than the parties hereto .

Section 8.14 . Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.

Section 8.15 . Construction and Interpretation . The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. Each party shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any member of such party’s G roup .

Section 8.16 . Conflict of Terms . If the terms of this Agreement conflict with terms of the Separation and Distribution Agreement with respect to any matter, then the terms of th is Agreement will control.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written .


MURPHY OIL CORPORATION
By:	/s/ Walter K. Compton
	Name:	Walter K. Compton
	Title:	Senior Vice President and General Counsel


MURPHY USA INC.
By:	/s/ John A. Moore
	Name:	John A. Moore
	Title:	Senior Vice President, General Counsel and Secretary

( Signature Page to Transition Services Agreement )

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Schedule A

Service s

TRANSITION SERVICES AGREEMENT – MASTER SCHEDULE OF SERVICES

UNIT

AREA/CC NAME

SERVICES PROVIDED

TERMS

TAX

Tax compliance, audit & provisioning

Services MUR will provide to MUSA:

A1) Federal and state income tax planning and research support

A2) Income tax provisioning support (monthly and/or quarterly)

A3) Post-filing income tax return reconciliations to accrual support ("true-ups")

A4) Assistance with income tax estimated payments and tax compliance support for federal income and state income and franchise tax return filings (tax elections, tax return reviews, CorpTax software application usage, and tax depreciation knowledge transfer)

A5) Any other incidental income tax support services currently conducted for MUSA and its subsidiaries by the MUR income tax personnel

Services MUSA will provide to MUR:

B1) Periodic assistance in knowledge transfer and support related to Sales/Use and Ad Valorem tax matters involving MUR or upstream assets, processes and records

B2) MUSA income tax personnel will provide interim tax compliance support on any pre-spin 2013 (as well as any post-spin 2013) federal consolidated or state income tax filings (where they have past experience or unique individual knowledge) necessary for the remaining MUR income tax group to be tax compliant

1) Services, whether by MUR or MUSA, will be provided during normal business hours of MUR and MUSA and may include overtime hour support, if necessary, to meet specific financial close or tax due date compliance deadlines

2) MUR support to MUSA will be overseen by these key division personnel:

• Income Tax Compliance (Mgr. Tax Compliance)

• Income Tax Audits (Asst. Mgr. Audit and International Tax)

• Income Tax Provisioning (Asst. Mgr. Financial Tax)

• Excise/Sales/Ad Valorem Tax (Asst. Mgr. Excise and sales Tax)

• Tax Research (Mgr. Research and Foreign Tax)

3) MUSA support to MUR will be overseen by the department head or employee designated most knowledgeable or most experienced regarding the subject:

• Excise/Sales Tax Support

• Ad Valorem Tax

• Income Tax Compliance

AUDIT

Internal audit

Services MUR will provide to MUSA:

A1) Consulting on historical audit activity as required

Services MUSA will provide to MUR:

B1) Periodic assistance in knowledge transfer and support related to operated JV audit coordination activities

B2) Periodic assistance in knowledge transfer and support related to non-operated JV audit activities including consulting on historical audit activity

1) Services, whether by MUR or MUSA, will be provided during normal business hours of MUR and MUSA and may include overtime hour support, if necessary, to meet specific due date deadlines

2) MUR support to MUSA will be overseen by these key division personnel:

• Chief Audit Executive responsibilities to include Audit Committee communications, risk assessment and strategic direction (Director – Internal Audit)

• Quality Assurance and TeamMate Administration (Designee of the Director of Internal Audit)

3) MUSA support to MUR will be overseen by the department head or employee designated most knowledgeable or most experienced regarding the subject :

• Non-operated JV audits

• Operated JV audits

ERM

Enterprise Risk Management

Services MUR will provide to MUSA:

A1) Operation of Middle Office for Corn Hedging Program

A2) C ompletion and delivery of Annual Enterprise Risk Assessment

A3) Risk Analysis services as requested by MUSA

A4) Facilitation of Business Continuity Planning with head of MUSA program

1) Services provided by MUR to MUSA will be itemized in a written statement of work to be performed

2) MUR support to MUSA will be overseen by the Director of Enterprise Risk Management

3) Improvements will be offered to MUSA; however, MUSA remains responsible for implement ation of suggested improvements

EHS

Enterprise Health and Safety

Services MUR will provide to MUSA:

A1) General EHS consulting as requested

A2) EHS data support and analysis for any transactions involving former MUR/MUSA Sites

A3) Regulatory support as requested

A4) Any other incidental EHS support services currently provided for MUSA by MUR EHS

Services MUSA will provide to MUR:

B1) Periodic assistance in knowledge transfer and support related to EHS matters involving corporate or downstream assets, processes and records

B2) Any EHS filings (where MUSA EHS staff have past experience or unique individual knowledge) necessary for MUR legacy issues, as appropriate

1) Services, whether by MUR or MUSA, will be provided during normal business hours of MUR and MUSA

2) MUR support to MUSA will be overseen by the Director of Corporate EHS

3) MUSA support to MUR will be overseen by these key division personnel: (a) EHS Manager with responsibility for any specific issue in question, including retail remediation and retail safety , and (b) Sr. Director, Midstream EHS

TREASURY

Treasury

MUR will provide to MUSA periodic assistance in knowledge transfer and support related to the following processes:

A1) Cash disbursements

A2) Cash receipts

A3) Cash management

A4) Bank account maintenance

A5) Working capital management

A6) Reporting

MUSA will provide to MUR periodic assistance in knowledge transfer and support related to the following processes:

B1) Cash disbursements

B2) Cash receipts

B3) Cash management

B4) Bank account maintenance

B5) Working capital management

B6) Reporting

1) Services, whether by MUR or MUSA, will be provided during normal business hours of MUR and MUSA and may include overtime hour support, if necessary, to meet specific due date deadlines

LAW

Legal

Services MUR will provide to MUSA:

A1) Securities law consultation and assistance

A2) Labor law/EEOC consultation and assistance

A3) Clerical assistance

A4) Any other incidental legal support services currently conducted for MUSA by MUR legal personnel

Services MUSA will provide to MUR:

B1) Assistance with disposition of UK downstream assets (Murphy Petroleum)

B2) Assistance with Lobbying Reporting/Corporate PAC/Governmental Affairs issues

B3) Garnishment/Child Support

B4) Clerical assistance

B5) Any other incidental legal support services currently conducted for MUR by MUSA legal personnel

1) Services, whether by MUR or MUSA, will be provided during normal business hours of MUR and MUSA and may include overtime hour support, if necessary, to meet specific due date compliance deadlines

2) MUR support to MUSA will be overseen by these key division personnel:

• Securities law (Sr. Attorney with knowledge)

• Labor/EEOC (Mgr. Law and Sr. Attorney with knowledge)

• Clerical assistance (staff)

3) MUSA support to MUR will be overseen by these key division personnel:

• UK Downstream ( Associate General Counsel )

• Lobbying/PAC/Governmental Affairs ( Associate General Counsel )

• Garnishment/Child Support (staff)

• Clerical assistance (staff)

FINANCE

Controller / Finance

Services MUR will provide to MUSA:

A1) Knowledge sharing for Hyperion, JDE, and APX systems and subsystems as requested

A2) Knowledge sharing for SEC reporting, 10-Q and 10-K prep, XBRL services, printing and administration of SEC reporting and all related ancillary services such as annual report printing

A3) Assistance with reconciliation of information between accounting systems to ensure that both Company's systems are working properly from a financial reporting perspective

A4) Assistance in developing unclaimed property reporting for MUSA

A5) Assistance with Sarbanes Oxley testing and results as requested for pre transaction periods as well as allowing access to records for MUSA SOX testing post transaction as requested

A6) Provide employee time regarding Ethanol plant activities for transition of responsibilities.

Services MUSA will provide to MUR:

B1) Knowledge sharing for Hyperion, JDE, and APX systems and related subsystems as requested

B2) Audit support and access to historical data for any systems controlled by MUSA post transaction (i.e., Solarc, PDI, Reconnet, etc.)

B3) Assistance with reconciliation of information between accounting systems to ensure that both Company's systems are working properly from a financial reporting perspective

B4) Assistance with Sarbanes Oxley testing and results as requested for pre transaction periods as well as allowing access to records for Murphy SOX testing post transaction as requested

B5) MUSA station banking group to assist with establishing a new bank account reconciliation function within Murphy Controller's de partment post spin

2) MUR support to MUSA will be overseen by key division personnel designated most knowledgeable or experienced regarding the following subjects:

• Hyperion support and guidance

• JDE support and guidance

• APX system support and guidance

• SEC reporting, 10-Q and 10-K prep, printing and admin of SEC reporting and other services

• Reconciliation services between MUR and MUSA

• XBRL services

• Unclaimed Property

• Sarbanes Oxley testing and results / TSA related testing between companies

3) MUSA support to MUR will be overseen by the department head or employee designated most knowledgeable or experienced regarding the subject:

• Hyperion support and guidance

• JDE support and guidance

• APX system support and guidance

• Solarc, PDI, Great Plains and Reconnet along with any other downstream accounting systems

• Reconciliation services between MUSA and MUR

• Sarbanes Oxley testing and results

• Station banking to assist with setup of reconciliation process for bank accounts

CORPORATE IT

Backup and Regulatory Audit Requests

Services MUR will provide to MUSA:

Restoration of files from backup tapes held by MUR. The availability of the requested files will be subject to MUR's normal tape retention policy

Both MUR and MUSA will provide, when requested, data, reports or information related to any IT regulatory compliance audits

1) Services will be provided during MUR's normal business hours except in the event of a Declared Emergency. A Declared Emergency is defined as an event mutually identified by the designated MUR and MUSA management in which critical business systems are inoperative, impaired or otherwise unavailable for immediately essential business activity

2) Best efforts will be made to respond to a Declared Emergenc y , as defined above, within two hours of the request. Best efforts will be made to respond to all other requests for services within one business day of the request. No other SLA will be required or provided

3) Support services will be overseen by the MUR Director Global IT Operations

4) Services regarding regulatory compliance audit requests will be managed by each company’s respective head of IT

5) Both parties will use diligent good faith efforts to respond to any regulatory compliance audit requests within five (5) business days, but there is no further SLA provided or required

CORPORATE IT

Oracle Hyperion

MUR and MUSA will provide services to each other requiring expert knowledge of the Oracle Hyperion system provided and to the extent that such knowledge exists within the requested IT organization at the time of the requested service. Services will include, but not be limited to, consultation, problem resolution and knowledge transfer. Services will not include ongoing routine system administration, maintenance, support, or development

1) Services will be provided during MUR's normal business hours except in the event of a Declared Emergency, as defined above

2) Best efforts will be made to respond to a Declared Emergenc y within two hours of the request. Best efforts will be made to respond to all other requests for services within one business day of the request. No other SLA will be required or provided

3) Support services will be overseen by the MUR Director System Support and MUSA Manager

CORPORATE IT

Network

MUR will provide to MUSA services requiring expert knowledge of routers, switches and other network devices and systems provided and to the extent that such knowledge exists within the MUR IT organization at the time of the requested service. Services will include, but not be limited to, consultation, problem resolution and knowledge transfer. Services will not include ongoing routine system administration, maintenance, support, or development

1) Services will be provided during MUR's normal business hours except in the event of a Declared Emergency, as defined above

3) Support services will be overseen by the MUR Director Global IT Operations

CORPORATE IT

COBOL

MUSA will provide to MUR support services requiring expert knowledge of the in-house developed HR/payroll related systems provided and to the extent that such knowledge exists within the MUSA IT organization at the time of the requested service. Services will include, but not be limited to, consultation, problem resolution and knowledge transfer. Services will not include ongoing routine system administration, maintenance, support, or development

1) Services will be provided during MUR's normal business hours except in the event of a Declared Emergency, as defined above

3) Support services will be overseen by a MUSA IT Manager

CORPORATE IT

JD Edwards

MUR will provide to MUSA services requiring expert knowledge of the Oracle JD Edwards system provided and to the extent that such knowledge exists within the MUR IT organization at the time of the requested service. Services will include, but not be limited to, consultation, problem resolution and knowledge transfer. Services will not include ongoing routine system administration, maintenance, support, or development

1) Services will be provided during MUR's normal business hours except in the event of a Declared Emergency, as defined above

3) Support services will be overseen by the MUR Director Systems Support

CORPORATE IT

Vault

MUR will provide MUSA services requiring expert knowledge of the EMC Vault system provided and to the extent that such knowledge exists within the MUR IT organization at the time of the requested service. Services will include, but not be limited to, consultation, problem resolution and knowledge transfer. Services will not include ongoing routine system administration, maintenance, support, or development

1) Services will be provided during MUR's normal business hours except in the event of a Declared Emergency, as defined above

3) Support services will be overseen by the MUR Director Global IT Operations

CORPORATE IT

Documentum

MUSA will provide to MUR support services requiring expert knowledge of the EMC Documentum/APX system provided and to the extent that the knowledge exists within the MUSA IT organization at the time of the requested service. Services will include, but not be limited to, consultation, problem resolution and knowledge transfer. Services will not include ongoing routine system administration, maintenance, support, or development

1) Services will be provided during MUR's normal business hours except in the event of a Declared Emergency, as defined above

3) Support services will be overseen by a MUSA IT manager

CORPORATE IT

Lotus Notes

MUR will provide to MUSA services requiring expert knowledge of the IBM Lotus Notes system provided and to the extent that Such knowledge exists within the MUR IT organization at the time of the requested service. Services will include, but not be limited to, consultation, problem resolution and knowledge transfer. Services will not include ongoing routine system administration, maintenance, support, or development

1) Services will be provided during MUR's normal business hours except in the event of a Declared Emergency, as defined above

2) Best efforts will be made to respond to a Declared Emergenc y , within two hours of the request. Best efforts will be made to respond to all other requests for services within one business day of the request. No other SLA will be required or provided

3) Support services will be overseen by the MUR Director Global IT Operations

ADMIN & FACILITIES

Administrative Services

The MUR Administrative Services group will function as it does prior to the transaction, Details regarding Administrative Services are further set forth in the Lease Agreement regarding the building located at 200 Peach Street, El Dorado, AR

These services will be coordinated by M UR’s Director of Administrative Services and MUSA’s General Counsel

CREDIT

Credit

MUR and MUSA will each provide the other with the following services:

A1) Financial analysis of current and new customers

A2) Manage and handle negotiations of guarantees

A3) Miscellaneous functions related to evaluating credit, risk mitigation, and exposures for the other entity.

1) Services, whether by MUR or MUSA, will be provided during normal business hours of MUR and MUSA and may include overtime hour support, if necessary

2) Financial analysis and risk mitigation support will be managed by each company’s Manager and Supervisor of Credit

3) Guarantee execution and negotiation support will be managed by each company’s Sr. Credit Assistant

4) Administrative and collections support will be managed by each company’s Credit Analysts and Credit Assistants.

PAYROLL

Payroll Administration

MUR will administer payroll for MUSA in the same manner as immediately prior to the transaction. These services include, but are not limited to:

A1) Banking Authorization

A2) Deductions Tracking and Reporting

A3) Deductions Not Taken Calculations and Tracking

A4) Earnings Tracking and Management

A5) Processing Imputed Income for Payroll

A6) Disability Income Processing

A7) Retro Pay Processing

A8) Payroll Processing

A9) Management of (Money Network) Pay Cards

A10) Checks and Advices Creating and Mailing

A11) Interim Check Processing

A12) Accounting (e.g., Vacation Liability Calculation, General Ledger Interface Reconciliation)

A13) Tax Filing

A14) Year End Processing

A15) Employee Support

A16) Reporting

A17) Garnishments Processing

A18) Support outsourcing of the current MUSA payroll administration function in a consulting role by sharing knowledge on the current state scope, processes, and technology

1) Services will be provided during normal business hours of MUR and MUSA and may include overtime hour support, if necessary, to meet specific due date deadlines

NOTE: Printers will be ordered by MUR for the service recipient, which cannot be returned. These charges may be invoiced if service is terminated early.

HUMAN RESOURCES

Benefits Administration

Services MUR will provide to MUSA:

A1) Assistance with benefits administration for all Employee Benefit programs that are currently offered to retail employees prior to the transaction date. Includes all duplicated or newly created programs established as of the ef fective date of the transaction

A2) Assistance with processing of benefit enrollments, changes, etc.

A3) Assistance with payroll processing as it relates to benefit deductions, etc., including reconciling and processing vendor payments

A4) Assistance with processing employee deductions and vendor premium payments an d forwarding to various vendors

A5) Assistance with FMLA and other sick leave administration

A6) Assistance with employee questions

A7) Assistance with annual renewals of employee benefit programs

A8) Assistance with COBRA administration (initial notices and continuation benefits)

A9) Assistance with compliance requirements such as 5500 reports, PBGC, ERISA, etc.

A10) Ass istance with annual census data

A11) Assistance with developing and providing employee communications as requested for compliance purposes or as need ed to communicate benefit plans

A12) Assistance with year-end bonus, LTI and STI calculations

A13) Assistance with 2014 AAP/EEO-1/Vets 100 reports.

A14) Assistance with training of new benefits staff as needed

A15) Assistance with Health Care Reform issues

A16) Advisory services on pol icies and programs, if required

A17) Support outsourcing of the current MUSA benefit administration function in a consulting role by sharing knowledge on the current state scope, processes, and technology

Out of Scope Services MUR will not provide to MUSA:

A Y ) Assistance with new benefit programs created after the transaction date, except as may be required due to national health care reform

A Z ) Assistance with modifying or changing existing programs after the transaction date, except as may be required due to national health care reform

Services MUSA will provide to MUR:

B1) Providing ac cess to employee data as needed

B2) Providing access to Benefits Staff transferred to MUSA to allow for o rderly transition on both sides

B3) Advisory services on policies and programs, if requested

1) Services, whether by MUR or MUSA, will be provided during normal business hours of MUR and MUSA and may include overtime hour support, if necessary

INSURANCE

Corporate Insurance

Services MUR will provide to MUSA:

A1) Assistance training personnel as requested

A2) Policy renewal support

A3) Assistance with contract review as requested

A4) Assistance with administering claims as requested

Services MUSA will provide to MUR:

B1) Assistance with training of replacement personnel as requested

B2) Policy renewal support

B3) Assistance with contract review

B4) Assistance with administering claims as requested

B5) Administrative support as requested

1) Services, whether by MUR or MUSA, will be provided during normal business hours of MUR and MUSA and may include overtime hour support, if necess ary, to meet specific deadlines

2) MUR support to MUSA will be overseen by these key personnel:

• Assistance with training of replacement personnel as requested (Claims Mgr.)

• Policy renewal support (Director Corporate Insurance)

• Assistance with contract review (Director Corporate Insurance)

• Assistance with administering claims as needed (Claims Mgr.)

3) MUSA support to MUR will be overseen by these key personnel:

• Assistance with training of replacement personnel as needed (Insurance Asst.)

• Policy renewal support (Mgr. Insurance)

• Assistance with contract review (Claims Asst.)

• Assistance with administering claims as needed (Sr. Insurance Analyst)

• Administrative support as needed (Insurance Asst.)

NOTE: Lease of a satellite claims office (SCO) expires December 31, 2013. The SCO houses both MUR and MUSA employees. If requested by either MUR OR MUSA, the SCO lease will be extended to December 31, 2014 at a similar rate. Afterwards, if either MUR or MUSA request, the SCO lease will be extended on a monthly basis. At the end of the SCO lease, any/all files, furniture, and equipment at that location will be the property of MUSA

Lease and office equipment/supplies cost for the SCO will be invoiced monthly and should be settled within 30 days of the invoice date. There will be one monthly invoice from each company to the other. Costs for the SCO will be alloc ated 40% to MUR and 60% to MUSA

Schedule B

Liaisons

Murphy Oil: John Eckart

Murphy USA : Donald Smith

(NY) 14150/039/8K/EXHIBITS FOR MUSA 8K/Exhibit 10.2 Transition Services Agreement.doc

EXHIBIT 10.3

EMPLOYEE MATTERS AGRE EMENT

by and between

MURPHY OIL CORPORATION

and

MURPHY USA INC.

Dated as of August 30 , 201 3

TABLE OF CONTENTS


		Page
ARTICLE 1 D EFINITIONS
Section 1.01.	Definitions	1

ARTICLE 2 G ENERAL A LLOCATION O F L IABILITIES
Section 2.01.	Allocation of Liabilities Generally	6
Section 2.02.	Method of Settlement	7
Section 2.03.	Further Assurances	8
Section 2.04.	Assignment of Certain Rights; Non-Solicitation	8

ARTICLE 3 EMPLOYEES; ASSUMPTION AND/OR ADOPTION OF PLANS; OPTION ADJUSTMENTS
Section 3.01.	Employees	9
Section 3.02.	Assumption by Murphy USA of Certain Plans	9
Section 3.03.	Adoption of Plans	9
Section 3.04	Murphy Oil Equity-Based Plan Retention; Option Adjustments; Bonus Payments; Murphy Oil ESPP	9

ARTICLE 4 T HRIFT, SUPPLEMENTAL A ND R ETIREMENT P LANS
Section 4.01.	The Thrift Plan	12
Section 4.02.	Supplemental Plan	12
Section 4.03.	Retirement Plan Liabilities	13

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc




ARTICLE 5 H EALTH AND W ELFARE P LANS
Section 5.01.	Assumption of Health and Welfare Plan Liabilities; General Provisions	13
Section 5.02.	Post-retirement Health and Retired Life Insurance Benefits	14
Section 5.03.	Effect of Change in Rates	14
Section 5.04.	COBRA and HIPPA	14
Section 5.05.	Leave of Absence Programs and FMLA	15
Section 5.06.	Murphy USA Workers’ Compensation Program	16
Section 5.07.	Flexible Benefit Plans	16
Section 5.08.	Application of Article 5 to the Murphy Oil Group	16

ARTICLE 6 I NDEMNIFICATION
ARTICLE 7 G ENERAL P ROVISIONS
Section 7.01.	Notices	17
Section 7.02.	Amendments; No Waivers	18
Section 7.03.	Successors and Assigns	18
Section 7.04.	Governing Law	18
Section 7.05.	Counterparts; Effectiveness	18
Section 7.06.	Entire Agreement; No Change in Control or Severance Event	18
Section 7.07.	Dispute Resolution	18

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc




Section 7.08.	No Third Party Beneficiaries	19
Section 7.09.	Headings	20
Section 7.10.	Severability	20
Section 7.11.	Schedules	20
Section 7.12.	Cooperation and Coordination	20
Section 7.13.	Withholdings	20

iii

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

EMPLOYEE MATTER S AGREEMENT

EMPLOYEE MATTER S AGREEMENT (the “ Agreement ”) dated as of August 30 , 20 13 , between Murphy Oil Corporation , a Delaware corporation (“ Murphy Oil ”) and Murphy USA Inc. , a Delaware corporation (“ Murphy USA ”).

W I T N E S S E T H :

WHEREAS, Murphy Oil has decided to distribute the common s tock of Murphy USA to the holders of Murphy Oil C ommon S tock , $ 1.00 par value, (the “ Distribution ”); and

WHEREAS, in furtherance of the foregoing, Murphy Oil and Murphy USA have entered into the D istribution A greement (as defined below) and certain other agreements that will govern certain matters relating to the Distribution and the relationship of Murphy Oil and Murphy USA and their respective Subsidiaries following the Distribution; and

WHEREAS, pursuant to the Distribution Agreement, Murphy Oil and Murphy USA have agreed to enter into this Agreement for the purpose of allocating between them assets, liabilities, and responsibilities with respect to certain employee compensation and benefit plans and programs;

WHEREAS, Murphy Oil and Murphy USA have agreed that, except as otherwise specifically provide d herein, the general approach and philosophy underlying this agreement is to allocate assets, liabilities and responsibilities between Murphy Oil and Murphy USA on the basis of the employment relationship s in effect at the time of the Distribution;

NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Distribution Agreement, the parties agree as follows:

ARTICLE 1
D EFINITIONS

Section 1.01 . Definitions. (a) The following terms, as used herein, shall have the meanings set forth below, provided, however, that capitalized terms used and not defined herein shall have the meanings set forth in the Distribution Agreement :

“ A pplicable Law ” s hall hav e the meaning set forth in the D istribution Agreement.

“ Close of the Distribution Date ” means 11:59:59 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the Distribution Date.

“ Code ” s hall hav e the meaning set forth in the D istribution Agreement.

“ COBRA ” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code § 4980B and ERISA §§ 601 through 608.

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

“Distribution” has the meaning set forth in the recitals to this Agreement .

“ Distribution Agreement ” means the Separation and Distribution Agreement by and between Murphy Oil Corporation and Murphy USA Inc. , dated as of August 30, 2013 , 20 1 3 , to which this Agreement is Exhibit A .

“ Distribution Date ” shall have the meaning set forth in the Distribution Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor federal labor or employment law. Reference to a specific ERISA provision also includes any proposed, temporary, or final regulation in force under that provision.

“ FMLA ” means the Family Leave and Medical Act of 1993, as amended.

“ Immediately after the Distribution Date ” means 12:00 A.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the day after the Distribution Date.

“ Liabilities ” shall have the meaning set forth in the Distribution Agreement.

“ Murphy Oil Business ” shall have the meaning set forth in the Distribution Agreement.

“ Murphy Oil Common Stock ” shall have the meaning set forth in the Distribution Agreement.

“ M urp hy Oil Employee ” means each Person who , on the Distribution Date (a) is actively employed in the Murphy Oil Business and who is listed on the payroll records of any member of the Murphy Oil Group, ( b ) is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights and who was last actively employed in the Murphy Oil Business by any member of the Murphy Oil Group, ( c ) is an inactive or former employee and who was last actively employed in the Murphy Oil Business by any member of the Murphy Oil Group, including any former employee who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Distribution Date , and, in each case, their respective beneficiaries and dependents or (d ) is an individual set forth on Schedule 1.01(a) . Murphy Oil Employees shall not include the individuals set forth on Schedule 1.01(b).

“ M urphy Oil Equity-Based Plans ” means the Murphy Oil Corporation 1992 Stock Incentive Plan, 2007 Long ‑Term Incentive Plan, 2012 Long ‑Term Incentive Plan, 2003 Stock Plan for Non-Employee Directors, 2008 Stock Plan for Non ‑E mployee Directors and the 201 3 Stock Plan for Non ‑Employee Directors.

“ M urphy Oil ERISA Affiliate ” means any entity that, together with Murphy Oil and after giving effect to the Distribution , would be treated as a single employer under Section 414 (b) or (c) of the Code without regard to Sections 4069 and 4212(c) of ERISA .

“ Murphy Oil ESPP ” means the Murphy Oil Corporation Employee Stock Purchase Plan.

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

“ Murphy Oil Group ” shall have the meaning set forth in the Distribution Agreement.

“Murphy Oil Plans” : means the Murphy Oil Basic Life and Accidental Death and Dismemberment Plan (excluding retired life classes), the Murphy Oil Supplemental Life Plan, the Murphy Oil Occupational Life Plan, the Murphy Oil Business Travel Policy, the Murphy Oil Long Term Disability Plan, the Murphy Oil HCSAP, the Murphy Oil DCSAP, the Murphy Oil Medical Plan, the Murphy Oil Dental Plan, the Murphy Oil Vision Plan, the Thrift Plan, the Supplemental Plan, the Murphy Oil Vacation Policy for Corporate Employees, the Murphy Oil Service Awards Program, the Murphy Oil Employee Assistance Policy, the Murphy Oil Education Assistance Policy, and the Murphy Oil Occupational and Non-Occupational Illness Policy .

“ Murphy USA B usiness ” shall have the meaning set forth in the Distribution Agreement.

“ Murphy USA Employee ” means each Person who, on the Distribution Date, is or has at any time been employed in the Murphy USA Business who is not a Murphy Oil Employee.

“ Murphy USA ERISA Affiliate ” means any entity that, together with Murphy USA and after giving effect to the Distribution , would be treated as a single employer under Section 414(b) or (c) of the Code without regard to Sections 4069 and 4212(c) of ERISA.

“ Murphy USA Group ” shall have the meaning set forth in the Distribution Agreement.

“ New Murphy USA Plans ” means new , duplicate or mirror plans, policies or programs, as applicable, adopted or to be ad opted by Murphy USA that correspond to the Murphy Oil Plans , with such changes therein as are necessary or appropriate to effect uate the terms of th is Agreement.

“ Profit Sharing Plan ” means the Profit Sharing Plan for Employees of Murphy Oil Corporation.

“ Retirement Plan ” means the Retirement Plan for Employees of Murphy Oil Corporation .

“ Specified Murphy Oil Rights ” means any and all rights to enjoy , benefit from or enforce any and all restrictive covenants including, without limitation covenants relating to non-disclosure, non-solicitation, non-competition, confidentiality or trade secrets, applicable or related, in whole or in part, to the Murphy Oil Business that are provided for, contained or set forth in the Murphy Oil Equity-Based Plans or any stock option or other award agreement issued thereunder, or pursuant to any non-competition, consulting, employment, termination, separation or severance agreement or arrangement with any Murphy USA Employee or Murphy Oil Employee and to which any member of the Murphy USA Group or the Murphy Oil Group is a party.

“ Specified Murphy USA Rights ” means any and all rights to enjoy , benefit from or enforce any and all restrictive covenants including, without limitation covenants relating to non-disclosure, non-solicitation, non-competition, confidentiality or trade secrets, applicable or related, in whole or in part, to the Murphy USA Business that are provided for, contained or set forth in the Murphy Oil Equity-Based Plans or any stock option or other award agreement issued thereunder, or pursuant to any non-competition, consulting, employment, termination, separation or severance agreement or arrangement with any Murphy USA Employee or Murphy Oil Employee and to which any member of the Murphy USA Group or Murphy Oil Group is a party.

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

“ Supplemental Plan ” means the Murphy Oil Corporation Supplemental Executive Retirement Plan.

“ Tax Matters Agreement ” s hall hav e the meaning set forth in the D istribution Agreement.

“ Thrift Plan ” means the Thrift Plan for Employees of Murphy Oil Corporation.

(b) Each of the following terms is defined in the S ection set forth opposite such t erm:

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

TERMS	SECTION
Employee Withholding Documents	7.13
Murphy Oil Retained Liabilities	2.01
Murphy Oil Bonus Liabilities	3.04
Murphy Oil DCSAP	5.07
Murphy Oil HCSAP	5.07
Murphy Oil Health and Welfare Liabilities	5.01
Murphy Oil Health and Welfare Plans	5.01
Murphy Oil 2012 AIP	3.04
Murphy Oil Retained Liabilities	2.01
Murphy Oil WCP Liabilities	5.06
Murphy USA Assumed Plans	3.02
Murphy USA Assumed Liabilities	2.01
Murphy USA DC Plan	4.01
Murphy USA DC Plan Liabilities	4.01
Murphy USA Health and Welfare Liabilities	5.01
Murphy USA Assumed Liabilities Murphy USA Supplemental Plan Liabilities Murphy USA WCP Liabilities New Murphy USA Health and Welfare Plans PUs	2.01 4.02 5.06 5.01 3.04
Retained Murphy Oil Retiree Health and Life Liabilitie s	5.02
R etained Retiree Health and Life Liabilities	5.02
Retained Supplemental Plan Liabilities	4 .02
Retained Thrift Plan Liabilities	4.01
RSUs	3.04
RSUCs	3.04
Standard Procedure	7.13

ARTICLE 2
G ENERAL A LLOCATION O F L IABILITIES

Section 2.01 . Allocation of Liabilities Generally.

(a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, Murphy Oil hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date (“ Murphy Oil Retained Liabilities ”):

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

(i) all Liabilities arising under any employment, separation or retirement agreement or arrangement to the extent applicable to any Murphy Oil Employee;

(ii) the Murphy Oil Bonus Liabilities, Murphy Oil Deferred Compensation Liabilities, Murphy Oil WCP Liabilities , Retained Retiree Health and Life Liabilities, Murphy Oil Health and Welfare Liabilities, Retained Supplemental Plan Liabilities, Retained Thrift Plan Liabilities and all Liabilities arising under the Murphy Oil Equity-Based Plans , the Murphy Oil ESPP and the Retirement Plan ;

(iii) all Liabilities arising under any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any of the Murphy Oil Companies to the extent applicable to any member of the Murphy Oil Group ;

(iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any Murphy Oil Employee in any employee benefit plan sponsored or maintained by any member of the Murphy Oil Group , whether relating to events occurring on, prior to or after the Close of the Distribution Date or arising by reason of the transactions contemplated by this Agreement or otherwise;

(v) all statutory Liabilities to any Murphy Oil Employee, which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and

(vi) all other Liabilities attributable to actions specified to be taken by Murphy Oil under this Agreement.

(b ) Subject to the terms and conditions of this Agreement, effective as of Immediately after the Distribution Date, Murphy USA hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date (“ Murphy USA Assumed Liabilities ”):

(i) all Liabilities arising under any employment, separation or retirement agreement or arrangement to the extent applicable to any Murphy USA Employee;

(ii) the New Murphy USA Plans, the Murphy USA Assumed Plans, Murphy USA Bonus Liabilities, Murphy USA DC Plan Liabilities, Murphy USA Health and Welfare Liabilities, Murphy USA Supplemental Plan Liabilities and the Murphy USA WCP Liabilities;

(iii) all Liabilities arising under any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any member of the Murphy USA Group ;

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

sponsored or maintained by any member of the Murphy USA Group , relating to events occurring on or after the time Immediately after the Distribution Date;

(v) all statutory Liabilities to any Murphy USA Employee which arises, directly or indirectly, by reason of the transactions contemp lated by this Agreement; and

(vi) all other Liabilities attributable to actions specified to be taken by Murphy USA under this Agreement.

Section 2.02 . Method of Settlement. Notwithstanding anything herein to the contrary but except as set forth in Schedule 2.02 , to the extent possible any transfer or assumption of Liabilities pursuant to this Article 2 shall be effected, prior to the Distribution Date or as soon thereafter as is reasonably practicable , through a corresponding adjustment in the relevant intercompany account balances of the parties hereto.

Section 2.03 . Further Assurances.

(a) On and after the date hereof, Murphy USA will, at the reasonable request of Murphy Oil, execute, acknowledge and deliver all such endorsements, assurances, consents, assignments, transfers, conveyances, powers of attorney and other instruments and documents, and take such other actions necessary (i) to assign, transfer, convey and deliver to Murphy Oil, acting in its fiduciary capacity, all the assets to be transferred to Murphy Oil pursuant to this Agreement and (ii) to assist Murphy Oil in obtaining the consent and approval of all Governmental Authorities and other Persons required to be obtained by Murphy Oil to effect the transfer thereof and the assumption of the Murphy Oil Retained Liabilities by Murphy Oil or otherwise appropriate to carry out the transactions contemplated hereby.

(b) On and after the date hereof, Murphy Oil will, at the reasonable request of Murphy USA , execute, acknowledge and deliver all such endorsements, assurances, consents, assignments, transfers, conveyances, powers of attorney and other instruments and documents, and take such other actions necessary (i) to assign, transfer, convey and deliver to Murphy USA , acting in its fiduciary capacity, all the assets to be transferred to Murphy USA pursuant to this Agreement, and (ii) to assist Murphy USA in obtaining the consent and approval of all Governmental Authorities and other Persons required to be obtained by Murphy USA to effect the transfer thereof and the assumption of the Murphy USA Assumed Liabilities by Murphy USA or otherwise appropriate to carry out the transactions contemplated hereby.

Section 2.04 . Assignment of Certain Rights ; Non-Solicitation .

(a) To the extent permitted by applicable law, Murphy Oil hereby assigns, to the maximum extent possible, on behalf of itself and the Murphy Oil Group , the Specified Murphy USA Rights, to Murphy USA and Murphy Oil shall take such actions to effect such assignment pursuant to Section 2. 0 3(b) as Murphy USA may reasonably request .

(b) To the extent permitted by applicable law, Murphy USA hereby assigns, to the maximum extent possible, on behalf of itself and the Murphy USA Group , the Specified Murphy Oil Rights, to Murphy

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

Oil and Murphy USA shall take such actions to effect such assignment pursuant to Section 2 .03(a) as Murphy Oil may reasonably request .

(c) Murphy Oil and Murphy USA agree that neither party shall, without the prior written approval of the other, directly or indirectly for 12 months after the Distribution Date, solicit any employee of the other party to terminate his or her relationship with any member of the Murphy USA Group or Murphy Oil Group, respectively, provided that the foregoing shall not apply to (i) the use of an independent employment agency (so long as the agency was not directed to solicit such person) or (ii) as a result of the use of a general solicitation (such as an advertisement) not specifically directed to employees of the other party.

ARTICLE 3
E MPLOYEES; A SSUMPTION AND/OR A DOPTION OF P LANS; O PTION A DJUSTMENTS

Section 3.01 . Employees. N o provision of this Agreement shall require Murphy Oil or Murphy USA or any of their respective Subsidiaries to continue the employment of any of their respective employees following the Distribution Date.

Section 3.02 . Assumption by Murphy USA of Certain Plans. Effective as of the Close of the Distribution Date, Murphy USA hereby assumes responsibility for and becomes the sponsor of, and Murphy Oil or the relevant Murphy Oil Subsidiary hereby ceases, except as otherwise provided herein, to be responsible for, or be the sponsor of, and ceases to be a “participating employer” in or to otherwise have any Liability in respect of, the Group Insurance Plan for Retail Store Managers of Murphy Oil USA, Inc., Murphy USA Inc., Limited Liability Plan , the Profit Sharing Plan and any vacation credited under the Vacation Policy for Retail Marketing Assistant Store Managers and Cashiers (Policy 05-01-08A) ( collectively, “ Murphy USA Assumed Plans ”). Murphy Oil and Murphy USA agree to cooperate and take all reasonable actions necessary or appropriate to cause a change in the sponsor of any Murphy USA Assumed Plan or in the title thereof.

Section 3.03 . Adoption o f Plans.

(a) Effective as of not later than Immediately after the Distribution Date, Murphy USA or a Murphy USA Affiliate shall adopt, or cause to be adopted, the New Murphy USA Plans , provided that nothing shall prevent Murphy USA from terminating or amending such plans except to the extent precluded by Applicable Law , as would result in the loss of grandfathered status under the Patient Protection and Affordable Care Act or as otherwise provided here in .

(b) The New Murphy USA Plans shall be, with respect to all Murphy USA Employee s , in all respects the successors in interest to any corresponding Murphy Oil Plans. With respect to Murphy USA Employee s , each New Murphy USA Plan and any other benefit plan, arrangement or policy applicab le after the Distribution Date for Murphy USA Employees shall provide that all service, compensation, and other benefit-affecting determinations, as of the Close of the Distribution Date, that were otherwise recognized under the corresponding Murphy Oil Plan (for periods ending on the Distribution Date ) shall, as of Immediately after the Distribution Date, receive full recognition and

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credit to the extent the recognition or credit can validly be taken into account under the New Murphy USA Plan to the same extent as if those items occurred under the Murphy Oil Plans , except to the extent that duplication of benefits would result. Murphy Oil shall provide appropriate data to Murphy USA about such past service.

Section 3.04 . M urphy Oil Equity-Based Plan Reten tion; Option Adjustments; Bonus Payments ; Murphy Oil ESPP .

(a) In connection with the Distribution, Murphy Oil shall retain the Murphy Oil Equity ‑ Based Plans and shall cause such actions to be taken under such Plans as are necessary or appropriate to reflect the Distribution as provided in this Section 3.04 (a) and (b).

(i) In connection with the Distribution and effective as of the Distribution Date, all outstanding vested options to purchase shares of Murphy Oil Common Stock, whether held by a current or a former Murphy Oil Employee, a current or a former Murphy USA Employee or a current or former non ‑ employee director of Murphy Oil will be adjusted pursuant to the terms of the applicable Murphy Oil Equity -Based Plan and Applicable Law to preserve the intrinsic value of each original option grant and the ratio of the exercise price to the fair market value of Murphy Oil Common Stock on the Distribution Date. Such adjusted options held by Murphy USA Employees will be exercisable until the earlier of two years from the Distribution Date or the stated expiration date of the grant.

(ii) In connection with the Distribution and effective as of the Distribution Date, any outstanding unvested options to purchase Murphy Oil Common Stock which are held by Murphy Oil Employees will be adjusted as described in Section 3.04 (a)(i ) . Murphy USA will replace a ny outstanding unvested options to purchase shares of Murphy Oil Common Stock which are held by Murphy USA Employees I mmediately after the Distribution Date with long ‑ term incentive award s of generally equivalent value under one or more long ‑term incentive plans to be adopted by Murphy USA .

(iii) In connection with the Distribution and effective as of the Distribution Date, any outstanding unvested stock appreciation rights related to Murphy Oil Common Stock which are held by Murphy Oil Employees will be adjusted as described in Section 3.04 (a)(i). Murphy USA will replace any outstanding unvested stock appreciation rights related to Murphy Oil Common Stock which are held by Murphy USA Employees Immediately after the Distribution Date with long-term incentive awards of generally equivalent value under one or more long ‑term incentive plans to be adopted by Murphy USA.

(i v ) In connection with the Distribution and effective as of the Distribution Date, similar adjustments as provided in Section 3.04(a)(i) will be made to the Murphy Oil non ‑employee director restricted stock unit awards granted under the applicable Murphy Oil Equity-Based Plan .

(v ) In connection with the Distribution and effective as of the Distribution Date, p hantom s tock u nits granted under the applicable Murphy Oil Equity-Based Plan and held by Murphy Oil Employees will be adjusted as described in Section 3.04(a)(i).

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

(vi) In connection with the Distribution and effective as of the Distribution Date, restricted stock units ( “ RSUs ” ) whether held by a current or a former Murphy Oil Employee or a current or a former Murphy USA Employee will be adjusted pursuant to the terms of the applicable Murphy Oil Equity -Based Plan and Applicable Law to preserve the intrinsic value of each original grant on the Distribution Date. RSUs that are held by Murphy USA Employees will be prorated based on the extent to which the applicable performance goals are attained as of the Distribution Date , if at all, and will be paid out by Murphy Oil based on the number of months in the performance period ending on the Distribution Date divided by 3 6 . Murphy USA will replace the balance of the RSUs with long ‑term incentive award s of generally equivalent value under one or more long ‑term incentive plans to be adopted by Murphy USA.

(vii) In connection with the Distribution and effective as of the Distribution Date, cash-based restricted stock units (“ RSUCs ”) granted under the applicable Murphy Oil Equity-Based Plan whether held by a current or a former Murphy Oil Employee or a current or a former Murphy USA Employee will be adjusted pursuant to the terms of t h e applicable Murphy Oil Equity- Based Plan and Applicable Law to preserve the intrinsic value of each original grant on the Distribution Date. RSUCs that are held by Murphy USA Employees will be prorated based on the extent to which the applicable performance goals are attained as of Distribution Date , if at all, and will be paid out by Murphy Oil based on the number of months in the performance period ending on the Distribution Date divided by 36. Murphy USA will replace the balance of the RSUCs with long ‑term incentiv e award s of generally equivalent value under one or more long ‑term incentive plans to be adopted by Murphy USA.

(viii) In connection with the Distribution and effective as of the Distribution Date, cash based performance units (“ P U s ”) granted under the applicable Murphy Oil Equity-Based Plan that are held by Murphy USA Employees will be prorated based on the extent to which the applicable performance goals are attained as of Distribution Date , if at all, and will be paid out by Murphy Oil based on the number of months in the performance period ending on the Distribution Date divided by 36. Murphy USA agrees to replace the balance of the P U s with long-term incentive award s of equivalent value under one or more long ‑term incentive plans to be adopted by Murphy USA .

(b) Murphy Oil hereby retains Liability for all annual bonus payments to Murphy Oil Employee s under the Murphy Oil Corporation 2012 Annual Incentive Plan (the “Murphy Oil 2012 AIP ” ) and Liability for all 2013 calendar year bonus payments under the Murphy Oil 2012 AIP to Murphy USA Employee s as determin ed pursuant to the Murphy 2012 A IP and t he applicable award agreement ( all such Liabilities, the “ Murphy Oil Bonus Liabilities ”) .

(c) The rights of, and continued participation in , if any, of Murphy Oil Employees and Murphy USA Employees under the Murphy Oil ESPP will be determined pursuant to the terms thereof. For the avoidance of doubt, Murphy USA will not be under any obligation to replicate the Murphy Oil ESPP or to provide a similar benefit.

ARTICLE 4
T HRIFT, S UPPLEMENTAL AND R ETIREMENT P LANS

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

Section 4.01 . The Thrift Plan .

(a) Murphy Oil shall retain all Liabilities and obligations in respect of benefits accrued by each Murphy Oil Employee under the Thrift Plan .

(b) Effective as of not later than I mmediately a fter the Distribution Date, Murphy USA or a Murphy USA ERISA Affiliate shall adopt a savings plan for the benefit of Murphy USA Employees that is substantially similar to the Thrift Plan and is intended to qualify under Section 401(a) of the Code (the “ Murphy USA DC Plan ”). Not later than the end of the calendar year in which the Distribution Date occurs or as soon thereafter as is reasonably practicable , (1) Murphy Oil shall cause the Thrift Plan accounts of all Murphy USA Employees which are held by the Thrift Plan’s related trust to be transferred to the Murphy USA DC Plan and its related trust, and Murphy USA shall cause those transferred accounts, all of which shall be 100% vested as of the Distribution Date, to be accepted by the Murphy USA DC Plan and its related trust and (2) the Murphy USA DC Plan shall assume and be solely responsible for Liabilities only with respect to transferred accounts of such Murphy USA Employees (all such assumed liabilities , “ Murphy USA DC Plan Liabilities ”). Such transfer shall be in-kind , including loans, to the maximum extent practicable and shall not favor participants who are Murphy Oil Employees over participants who are Murphy USA Employees . Any Murphy USA DC Plan fund relating to Murphy Oil Common Stock s hall be administered so as to permit transfers out of, but not additions to, such fund.

(c) After the Distribution Date, Murphy Oil shall retain all assets and Liabilities under the Thrift Plan except as otherwise provided in Section 4 .01(b ) (“ Retained Thrift Plan Liabilities ”).

Section 4.02 . Supplemental Plan .

(a) ( i) Effective as of Immediately after the Distribution Date, all Liabilities accrued on the books and records of any member of the Murphy Oil Group or any member of the Murphy USA Group with respect to the Supplemental Plan to the extent applicable to any Murphy USA Employee , and assets allocable to such Liabilities, if any, shall be transferred to and assumed by Murphy USA , or retained by Murphy USA as the case may be, (“ Murphy USA Supplemental Plan Liabilities ”) under the New Murphy USA Plan that correspond s to the Supplemental Plan.

(ii) All other Liabilities under the Supplemental Plan , and all related assets, if any, are hereby transferred to and assumed or otherwise retained by Murphy Oil (“ Retained Supplemental Plan Liabilities ”).

(b) Murphy USA and Murphy Oil shall cooperate to ensure that no deferred compensation amount is distributed prematurely in respect of any Murphy Oil Employee or Murphy USA Employee .

Section 4.03 . Retirement Plan Liabilities. Murphy Oil shall retain and remain responsible for all assets and L iabilities under the Retir e ment Plan accr u ed in respect of Murphy Oil Employees and Murphy USA Employees pursuant to the terms of the Retirement P lan . For the avoidance of doubt, no Murphy USA E mployee shall accrue any benefit after the Distribution Date under the Retirement Plan .

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

ARTICLE 5
H EALTH AND W ELFARE P LANS

Section 5.01 . Assumption of Health and Welfare Plan Liabilities; General Provisions.

(a) Effective as of Immediately after the Distribution Date and except to the extent provided in this Article 5 , all Liabilities relating to claims incurred prior to , on or after the Distribution Date by each Murphy USA Employee under the “ Murphy Oil Health and Welfare Plans ” ( designated as such on Schedule 5.01(a) hereto) shall cease to be Liabilities of the Murphy Oil Health and Welfare Plans and shall be transferred to and assumed by Murphy USA as of Immediately after the Distribution Date (“ Murphy USA Health and Welfare Liabilities ”) under the New Murphy USA Plans that correspond to the Murphy Oil Health and Welfare Plans (the “ New Murphy USA Health and Welfare Plans ” ) . Murphy Oil shall retain all other Liabilities under the Murphy Oil Health and Welfare Plans (“ Murphy Oil Health and Welfare Liabilities ”).

(b) Murphy USA shall cause the New Murphy USA Health and Welfare Plans to recognize and maintain all coverage and contribution elections made by Murphy USA Employees under the Murphy Oil Health and Welfare Plans as of the Distribution Date and apply such elections under the New Murphy USA Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. The transfer or other movement of employment from Murphy Oil to Murphy USA at any time before the Close of the Distribution Date shall neither constitute nor be treated as a “status change” under the New Murphy USA Health and Welfare Plans or the Murphy Oil Health and Welfare Plans.

(c) Murphy USA shall cause the New Murphy USA Health and Welfare Plans to recognize and give credit for all amounts applied to deductible s, out-of-pocket maximums, and other applicable benefit coverage limits with respect to which such expenses have been incurred by Murphy USA Employees under the Murphy Oil Health and Welfare Plans for the remainder of the year in which the Distribution Date occurs to the extent recognized under the comparable Murphy Oil Health and Welfare Plans.

(d) Murphy USA shall provide coverage to Murphy USA Employees under the New Murphy USA Health and Welfare Plans without the need to undergo a physical examination or otherwise provide evidence of insurability to the extent provided under the comparable Murphy Oil Health and Welfare Plans.

(e) Murphy USA shall cause the New Murphy USA Health and Welfare Plans to recognize and credit all service of each Murphy USA Employee recognized by the corresponding Murphy Oil Health and Welfare Plan s before the Close of the Distribution Date for all purposes, including, but not limited to, severance, disability , vacation and paid time off . On or as soon as reasonably practicable after the Distribution Date, Murphy Oil shall deliver to Murphy USA a schedule setting forth the accrued and unused vacation and paid time off for each Murphy USA Employee as of the Distribution Date , and Murphy USA shall assume and be responsible for all Liabilities therefor which, for the avoidance of doubt, shall be includ ed in Murphy USA Health and Welfare Liabilities.

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

(f) E ducation or tuition reimbursement liabilities shall be the responsibility of the employer of the tuition reimbursement program participant at the time the education or tuition reimbursement request is formally submitted by the program participant in accordance with the terms and conditions of such program.

Section 5.02 . Post-retirement Health and Retired Life Insurance Benefits. Murphy Oil shall be responsible for providing to Murphy USA Employees who are eligible to receive post-retirement medical or retired life insurance coverage under the Murphy Oil Health and Welfare Plans and retire prior to the Close of the Distribution Date and to all Murphy Oil Employee s such coverage under the Murphy Oil Health and Welfare Plans (“ Retained Retiree Health and Life Liabilities ”) , in each case pursuant to the terms of the applicable Murphy Oil Health and Welfare Plans. Nothing shall prevent (i) Murphy Oil from amending or terminating such plans or (ii) notwithstanding Section 2.04(c) hereof, Murphy USA from actively employing a ny r etire d Murphy Oil Employees.

Section 5.03 . Effect of Change in Rates. Murphy USA and Murphy Oil shall use their reasonable efforts to cause each of the insurance companies, HM Os, point-of-service vendors and third-party administrators providing services and benefits under the New Murphy USA Health and Welfare Plans and the Murphy Oil Health and Welfare Plans to maintain the premium and/or administrative rates based on the aggregate number of participants in both the New Murphy USA Health and Welfare Plans and the Murphy Oil Health and Welfare Plans through the expiration of the financial fee or rate guarantees in effect as of the Close of the Distribution Date under the respective contracts, policies, and agreements separately rated or adjusted for the demographics, experience or other relevant factors related to the covered participants of Murphy USA and Murphy Oil , respectively. T o the extent they are not successful in such efforts, Murphy USA and Murphy Oil shall each bear the revised premium or administrative rates attributable to the individuals covered by their respective health and welfare plans.

Section 5.04 . COBRA and HIPPA.

(a) Murphy Oil shall be solely responsible for administering compliance with the health care continuation coverage requirements of COBRA and the Murphy Oil Health and Welfare Plans with respect to Murphy Oil Employee s and, with respect to Murphy USA Employees and their dependents who incur a COBRA qualifying event other than under a Murphy USA Assumed Plan prior to the Distribution Date.

(b) Effective as of Immediately after the Distribution Date, Murphy USA shall solely be responsible for administering compliance with the health care continuation coverage requirements of COBRA and the New Murphy USA Health and Welfare plans with respect to Murphy USA Employees and their dependents who incur a COBRA qualifying event i) under a Murphy USA Assumed Plan prior to the Distribution Date, and ii) in all cases o n or after the Distribution Date.

(c) For periods before the Distribution Date, Murphy Oil shall be responsible for administering compliance with the portability requirements under the Health Insurance Portability and Accountability Act of 1996 with respect to Murphy USA Employees and beginning not later than Immediately after the Distribution Date Murphy USA shall be responsible for filing all necessary employee change notices with respect to in accordance with applicable Murphy Oil policies and procedures. Effective as of I mmediately after the

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

Distribution Date, Murphy Oil shall be solely responsible for administering compliance with such health care continuation coverage and portability requirements with respect to Murphy Oil Employees, and Murphy USA shall be solely responsible for administering compliance with such requirements with respect to Murphy USA Employee s .

Section 5.05 . Leave o f Absence Programs and FMLA.

(a) Murphy USA shall be responsible for administering compliance with the Murphy USA leave of absence programs and FMLA with respect to Murphy USA Employee s .

(b) Effective as of Immediately after the Distribution Date: (i) Murphy USA shall adopt, and shall cause each member of the Murphy USA Group to adopt, leave of absence programs; (ii) Murphy USA shall honor, and shall cause each member of the Murphy USA Group to honor, all terms and conditions of leaves of absence which have been granted to any Murphy USA Employee under a Murphy Oil leave of absence program or FMLA before the Distribution Date, including such leaves that are to commence after the Distribution Date; (iii) Murphy Oil and each member of the Murphy Oil Group shall be solely responsible for administering leaves of absence and compliance with FMLA with respect to their employees; and (iv) Murphy USA and each member of the Murphy USA Group shall recognize all periods of service of each Murphy USA Employee with the Murphy Oil Group to the extent such service is recognized by Murphy Oil for the purpose of eligibility for leave entitlement under the Murphy Oil leave of absence programs and FMLA.

(c) As soon as administratively possible and not later than the Close of the Distribution Date, Murphy Oil shall provide to Murphy USA copies of all records pertaining to the Murphy Oil leave of absence programs and FMLA with respect to all Murphy USA Employees to the extent such records have not been provided previously to Murphy USA or a member of the Murphy USA Group .

Section 5.06 . Murphy USA Workers’ Compensation Program.

(a) (i) Effective as of I mmediately after the Distribution Date, Murphy USA shall assume , retain and be responsible for all workers’ compensation Liabilities relating to Murphy USA Employees ( the “ Murphy USA WCP Liabilities ”) .

(ii) Effective as of I mmediately after the Distribution Date, Murphy Oil shall assume , retain and be responsible for all workers compensation Liabilities relating to Murphy Oil Employee s (“ Murphy Oil WCP Liabilities ”) .

(iii) For the avoidance of doubt, workers’ compensation Liabilities in respect of any current or former employee shall be the responsibility of such employee’s employer on the Distribution Date or, in the case of former employees, any such former employee’s last employer prior to the Distribution Date.

(b) Murphy Oil and Murphy USA shall cooperate with respect to the issuance of new, or transfer of, existing workers’ compensation policies and licenses.

Section 5.07 . Flexible Benefit Plans.

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(a) To the extent any Murphy USA Employee contributed to an account under the Murphy Oil Health Care Spending Account Plan (“ Murphy Oil HCSAP ”) during the calendar year that includes the Distribution Date, effective as of Immediately after the Distribution Date Murphy Oil shall transfer to the corresponding New Murphy USA Health and Welfare Plan the account balances of such Murphy USA Employees for such calendar year under the Murphy Oil HCSAP, regardless of whether the account balance is positive or negative .

(b) To the extent any Murphy USA Employee contributed to the Murphy Oil Dependent Care Spending Account Plan (“ Murphy Oil DCSAP ”) during the calendar year that includes the Distribution Date, effective as of Immediately after the Distribution Date, Murphy Oil shall transfer to the corresponding New Murphy USA Health and Welfare Plan the account balances of such Murphy USA Employees for such calendar year in the Murphy Oil DCSAP Plan , regardless of whether the account balance is positive or negative .

Section 5.08 . Application of Article 5 to the M urphy Oil Group . Any reference in this Article 5 to “ Murphy USA ” shall include a reference to the Murphy USA Group when and to the extent Murphy USA has caused a member of the Murphy USA Group t o (a) become a party to a vendor contract, group insurance contract, or HMO letter agreement associated with a New Murphy USA Health and Welfare Plan, (b) become a self-insured entity for the purposes of one or more New Murphy USA Health and Welfare Plans, (c) assume all or a portion of the L iabilities or administrative responsibilities for benefits which arose before the Distribution Date under a Murphy Oil Health and Welfare Plan and which were expressly assumed by Murphy USA pursuant to the terms of this Agreement, or (d) take any other action, extend any coverage, assume any other L iability or fulfill any other responsibility that Murphy USA would otherwise be required to take u nder the terms of this Article 5 , unless it is clear from the context that the particular reference is not intended to include a member of the Murphy USA Group . In all such instances in which a reference in this Article 5 to “ Murphy USA ” includes a reference to a member of the Murphy USA Gr o up , Murphy USA shall be responsible to Murphy Oil for ensuring that the member of the Murphy USA Group complies with the applicable terms of this Agreement.

ARTICLE 6
I NDEMNIFICATION

With respect to indemnification, the parties hereto agree as set forth in the Distribution Agreement.

ARTICLE 7
G ENERAL P ROVISIONS

Section 7.01 . Notices. Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses :

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

If to Murphy Oil, to:

Murphy Oil Corporation

200 Peach Street

P.O. Box 7000

El Dorado , Arkansas 71731-7000

Attn: Walter Compton

Facsimile: (870) 864-6220

With a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York , New York 10017

Attn: William L. Taylor, Esq.

Facsimile: (212) 701-5800

If to Murphy USA, to:

Murphy USA Inc.

200 Peach Street

P.O. Box 7300

El Dorado , Arkansas 71731-7300

Attn: John A. Moore

Facsimile: (870) 881-6893

or to such other addresses or telecopy numbers as may be specified by like notice to the other party. All such notices, requests and other communications shall be deemed given, (a) when delivered in person or by courier or a courier services, (b) if sent by facsimile transmi ssion (receipt confirmed) on a business d ay prior to 5 p.m. in the place of receipt, on the date of transmission (or, if sent after 5 p.m. or on a day other than a business day, on the following b usines s d ay) or (c) if mailed by certified mail (return receipt requested), on the date specified on the return receipt.

Section 7.02 . Amendments; No Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Murphy Oil and Murphy USA , or in the case of a waiver, by the party against whom the waiver is to be effective.

(a) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.03 . Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto.

Section 7.04 . Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to the conflicts of laws rules thereof.

Section 7.05 . Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 7.06 . Entire Agreement ; No Change in Control o r Severance Event .

(a) T his Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto or any member of their Group with respect to the transactions contemplated by this Agreement. To the extent that the provisions of this Agreement are inconsistent with the provisions of the Tax Matters Agreement, the provisions of the Tax Matters Agreement shall prevail.

(b) Neither the Distribution nor the consummation of the transactions contemplated herein or under the Distribution Agreement shall constitute a change in control for purposes of, or trigger or otherwise give rise to any severance obligations or entitlements u nder, any Murphy Oil or Murphy USA p lan, program, agreement or arrangement.

Section 7.07 . Dispute Resolution . A ny dispute hereunder or with respect to the rights, duties and L iabilities of the parties hereto shall be resolved pursuant to the applicable provisions, including Article 8, of the Distribution Agreement.

Section 7.08 . No Third Party Beneficiaries. Nothing contained in this Agreement is intended to constitute an amendment to any plan or arrangement governed by ERISA, or to confer upon any person or entity other than the parties hereto and their respective successors and permitted assigns, any benefit, right or remedies under or by reason of this Agreement .

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Section 7.09 . Headings. The s ection and other headings contained in this Agreement are for reference purposes only and s hall not in any way affect the meaning or interpretation of this Agreement.

Section 7.10 . Severability. If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a declaration, the parties shall modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 7.11 . Schedules. Murphy Oil and Murphy USA shall cooperate and mutually agree on each of the s chedules to this Agreement. Murphy Oil and Murphy USA shall have the right to amend or supplement th e information set forth in any s chedule hereto from time to time until two business days prior to the Distribution Date.

Section 7.12 . Cooperation and Coordination. The parties agree to share, and furnish each other with, such information concerning employees and employee benefit plans, and to take all such other action, as is necessary and appropriate to effect the transactions contemplated hereby, and to coordinate, in advance, the time, form and content of communications to current and former employees of the parties relating to such transactions.

Section 7.13 . Withholdings. To the extent consistent with the terms of the Tax Matters Agreement, t he party that is responsible for making a payment hereunder shall be responsible for making the appropriate withholdings, if any, attributable to such payments.

(a) Murphy Oil and Murphy USA agree to comply with the Standard Procedure described in Section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320 (the “ Standard Procedure ”). With respect to each Murphy USA Employee, Murphy Oil shall, in accordance with Revenue Procedure 2004-53, assume all responsibility for preparing and filing Form W-2, Wage and Tax Statements; Form W-3, Transmittal of Income and Tax Statements; Form 941, Employer’s Quarterly Federal Tax Returns; Form W-4, Employee's Withholding Allowance Certificates; and Form W-5, Earned Income Credit Advance Payment Certificates (collectively, the “ Employee Withholding Documents ”) with regard to wages paid during the period through the C lose of the Distribution Date. Murphy USA shall assume all responsibility for preparing and filing the Employee Withholding Documents with regard to wages paid to each Murphy USA Employee after the C lose of the Distribution Date. Murphy USA and Murphy Oil shall cooperate in good faith to the extent necessary to permit each of them to comply with the Standard Procedure.

[Signature Page Follows]

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

MURPHY OIL CORPORATION
By:	/s/ Walter K. Compton
	Name:	Walter K. Compton
	Title:	Senior Vice President and General Counsel

MURPHY USA INC.
By:	/s/ John A. Moore
	Name:	John A. Moore
	Title:	Senior Vice President, General Counsel and Secretary

[Signature Page to Employee Matters Agreement]

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SCHEDULE 1.01(a)

Name

Brandon Lawrence

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SCHEDULE 1.01(b)

[None.]

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SCHEDULE 2.02

[None.]

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SCHEDULE 5.01(a)

Murphy Oil Health and Welfare Plans:

·	Murphy Oil Basic Life and Accidental Death and Dismemberment Plan

·	(excluding retired life classes);

·	Murphy Oil Supplemental Life Plan;

·	Murphy Oil Occupational Life Plan;

·	Murphy Oil Business Travel Policy;

·	Murphy Oil Long Term Disability Plan;

·	Murphy Oil HCSAP;

·	Murphy Oil DCSAP;

·	Murphy Oil Medical Plan;

·	Murphy Oil Dental Plan;

·	Murphy Oil Vision Plan;

·	Murphy Oil Vacation Policy for Corporate Employees;

·	Murphy Oil Service Awards Program;

·	Murphy Oil Employee Assistance Policy;

·	Murphy Oil Education Assistance Policy; and

·	Murphy Oil Occupational and Non-Occupational Illness Policy.

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Exhibit 10.4

TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this “ Agreement ”) dated as of August 30 , 2013 (the “ Effective Date ”) between Murphy Oil Corporation , a Delaware corporation (“ Licensor ”) , and Murphy USA Inc., a Delaware corporation (“ Licensee ”, and each of Licensor and Licensee, a “ Party ”) .

WITNESSETH:

WHEREAS, Licensor will contribute to Licensee , its wholly-owned S ubsidiary, all of Licensor’s shares in Murphy Oil USA, Inc. (“ Murphy Oil USA ”) in connection with the s pin- off of Licensee into an independent and separately traded company (the “ Spin- Off ”) that is engaged , indirectly through Murphy Oil USA , in the business of retail marketing of petroleum products and convenience merchandise through a chain of retail gasoline stations (the “ Retail Business ”) and operating production distribution terminals and ethanol production facilities ( together with the Retail Business, the “ Business ”);

WHEREAS, in connection with the Spin- Off, Murphy Oil USA will assign to Licensor all of its right, t itle and interest in and to certain trademarks, including the Licensed Marks (as defined below) ; and

WHEREAS, subject to the terms and conditions set forth herein , Licensee desire s to obtain , and Licensor is willing to grant to Licensee , a license to use the Licensed Marks in the conduct of the Business.

NOW, THEREFORE, for the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1
Definitions

Section 1.01 . Definitions. (a) The following terms, as used herein, have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, “ control ” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or

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otherwise, and the terms “ controlling ” and “ controlled ” have correlative meanings.

“ Applicable Law ” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, permit, approval, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted or promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“ Business Day ” means a day, other than Saturday, Sunday or any other day on which commercial banks in New York , New York are authorized or required by Applicable L aw to close.

“ Change of Control ” means, w ith respect to Licensee or Murphy Oil USA , the occurrence of any of the following: (i) a “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes a beneficial owner, directly or indirectly, of equity representing fifty percent (50%) or more of the total voting power of Licensee’s or Murphy Oil USA’s , as applicable, then outstanding equity capital; (ii) such entity merges into, is consolidated with or effects an amalgamation with another Person, or merges another Person into such entity, on a basis whereby less than fifty percent (50%) of the total voting power of the surviving Person immediately after such merger, consolidation or amalg amation is represented by equity held directly or indirectly by former equityholders of (and in respect of their former equity holdings in) such entity immediately prior to such merger , consolidation or amalgamation; and (iii) such entity directly or indirectly sells , transfer s or exchange s all, or substantially all, of its assets to another Person unless at least fifty percent (50%) of the total voting power of the transferee is directly or indirectly owned by the equityholders of Licensee or Murphy Oil USA , as applicable, in respect of their former equity holdings in Licensee or Murphy Oil USA immediately prior to transfer; provided that in no event shall the consummation, execution or closing of the Spin-Off constitute a Change of Control with respect to Licensee or Murphy Oil USA.

“ Excluded Mark s ” means the trademark “MURPHY” and the Rowel Design , in each case whether used on a standalone basis or in connection with any other trademark, design, company name, trade name, domain name or other source identifier (other than as specifically used in the t rademarks set forth in Exhibit B ) . For the avoidance of doubt, the Excluded Marks shall include the tr ademarks set forth in Exhibit A.

“ Governmental Authority ” means any transnational, domestic or foreign federal, state or local governmental authority, instrumentality, court, legislative body, government organization, commi ssion, tribunal or regulatory or

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administrative agency, or any political or other subdivision, department or branch of any of the foregoing.

“ Licensed Marks ” means the trademarks set forth (and only as set forth) in Exhibit B , including the registrations and applications for reg istration set forth in Exhibit B . For the avoidance of doubt, the Licensed Marks shall not include any trademark that is derivative of the t rademarks set forth in Exhibit B or any Excluded Mark.

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entit y or organization, including a governmental a uthority.

“ Rowel Design ” means the design set forth in Exhibit C.

“ Subsidiary ” means , with respect to any Person, any entity of which such Person owns, directly or indirectly, securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions.

(b ) Each of the following terms is defined in the Sectio n set forth opposite such term:


Term	Section
Administrative Agent	Section 2.02(b)
Agent	Section 2.02(b)
Agreement	Preamble
Business	Recitals
Credit Agreement	Section 2.02(b)
Effective Date	Preamble
Financing Agreements	Section 2.02(b)
Insolvency Proceedings	5.03
License	2.01
Licensee	Preamble
Licensor	Preamble
Murphy Oil USA	Recitals
Party	Preamble
Retail Business	Recitals
Spin-Off	Recitals
Term	5.01
Trademark Claims	4.03

Section 1.02 . Other Definitional and Interpretative Provisions . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular

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provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the respective meaning s given to them in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

ARTICLE 2
License

Section 2.01 . Grant of License . Subject to the terms and conditions set forth herein, Licens or hereby grants to Licensee a worldwide, exclusive (subject to Section 2.03 ) , non-transferable (except as otherwise set forth in Section 6.01 ) , non-sublicensable (except as otherwise set forth in Section 2.02 ), royalty-free, fully paid-up license to use the Licensed Marks solely in connection w ith the conduct of the Business during the Term (the “ License ”). For the avoidance of doubt, subject to the terms and conditions contained herein, the License shall include (i) Licensee ’s right to use “ Murphy USA Inc. ”, (ii) Murphy Oil USA ’s right to use “Murphy Oil USA, Inc.” and (iii) Murphy Oil Trading Company (Eastern) ’s right to use “ Murphy Oil Trading Company (Eastern) ”, in each case, as their respective corporate name s during the Term .

Section 2.02 . Sublicense Rights . (a) The License shall include the right of Licensee to gran t sublicenses to its Subsidiaries; provided that any such sublicense shall terminate immediately upon the applicable sublicensee ceasing to be a Subsidiary of Licensee . Any such sublicense shall be evidenced in writing, contain terms and conditions that are no less restrictive on the applicable sublicensee’s use of the Licensed Marks than the terms and conditions in this Agreement and be provided in written form to Licensor as soon as is reasonably practicable following the grant of such sublicense.

(b ) Licensee has entered into a Credit Agreement (as amended or extended from time to time, the “ Credit Agreement ”) with certain lenders and JPMorgan Chase Bank, N.A., as Administrative Agent for such lenders (in such capacity, and together with its successors, the “ Administrative Agent ”) and may in the future enter into one or more other credit agreements or other financing agreements (together with the Credit Agreement, “ Financing Agreements ”).

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The obligations of Licensee and its Subsidiaries under the Credit Agreement are secured, and the obligations of Licensee and its Subsidiaries under one or more other Financing Agreements may be secured, by security interests in inventory of Licensee and its Subsidiaries. Licensor hereby consents to the grant by Licensee and/or Murphy Oil USA to the Administrative Agent, and to any financial institution serving as agent or trustee under any other Financing Agreement (the Administrative Agent and any such other agent or trustee being called an “ Agent ”), of a sublicense to use the Licensed Marks in a manner consistent with their use by Licensee and its Subsidiaries and solely to liquidate inventory pledged to such Agent as collateral under the applicable Financing Agreement during a period of 180 days immediately following the commencement by such Agent of any exercise of remedies permitted under such Financing Agreement with respect to such collateral (such period to be extended for a period equal to any period that such Agent is subject to the automatic stay or a court order preventing or enjoining it from liquidating such collateral). Any such sublicense shall be evidenced in writing, contain terms and conditions that are no less restrictive on the applicable sublicensee’s use of the Licensed Marks than the terms and conditions in this Agreement and be provided in written form to Licensor as soon as is reasonably practicable following the grant of such sublicense. Licensor further agrees for the benefit of each Agent and the secured parties for which such Agent acts, and notwithstanding any other provision of this Agreement, that the rights of such Agent under any such sublicense shall continue in effect in accordance with the terms and conditions set forth above notwithstanding any termination of this Agreement or the License pursuant to Article 5 hereof.

Section 2.03 . U.K. Downstream Business . The Parties hereby acknowledge that Licensor will engage, directly or indirectly, in the conduct of the Business in the United Kingdom following the Spin-Off. Notwithstanding anything in this Agreement to the contrary, Licensor shall be permitted to use, and license or otherwise allow others (including acquirers of or successors to the Business as conducted by Licensor in the United Kingdom) to use, “Murco” and any derivative thereof that does not include the term “USA” in connection with the conduct of the Business in the United Kingdom .

ARTICLE 3
Ownership and Use of Licensed Marks

Section 3.01 . Ownership of Licensed Marks ; Reservation of Rights . (a) Licensee hereby acknowledge s that (i) the License is the only license granted to Licensee or any of its Affiliates with respect to the Licensed Marks and (ii) no other licenses whatsoever have been granted, expressly or by implication or estoppel, to Licensee or any of its Affiliates by the provisions of this Agreement. Neither this Agreement nor its performance shall confer on Licensee or any of its Affiliates any right with respect to the Licensed Marks other than those rights

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expressly granted herein, and any and all rights in and to the Licensed Marks not expressly granted to Licensee herein are reserved and retained by Licensor , as is the right to use any Excluded Mark or any trademark that contains the term “Murphy” or the Rowel Design other than the Licensed Marks in any manner (subject to Section 3.05 ) . Any use of the Licensed Marks by Licensee or any of its Affiliates pursuant to the License shall inure to the benefit of Licensor.

(b ) Licensee shall not , and shall cause its Affiliates to not, (i) challenge the validity or ownership of the Licensed Marks , the Excluded Marks or any other mark s of Licensor or its Affiliates or claim adversely or assist in any claim adverse to Licensor concerning any right, title or interest in or to the Licensed Marks or the Excluded Marks , (ii) do or permit any act which may directly or indirectly impair or prejudice Licensor’s title to the Licensed Marks or Excluded Marks or be detrimental to the repu tation and goodwill of Licensor , (iii) register or attempt to register any trademark, des ign, company name, trade name, domain name or other source identifier that is derivative of, confusingly similar to or contains any Licensed Mark or Excluded Mark or (iv) use or attempt to use any trademark, design, company name, trade name, domain name or other source identifier (other than the Licensed Marks) that is derivative of, confusingly similar to or contains any Excluded Mark .

Section 3.02 . Appearance of the Licensed Marks; Quality Control . Licensee shall use the Licensed Marks only in the form stipulated by Licensor and shall conform to and observe such standards as Licensor from time to time prescribes, including standards relative to the quality, design, identity, size , position, appearance, marking and color of the Licensed Marks and the manner, disposition and use of the Licensed Marks. All goods and services provided by Licensee under the Licensed Marks shall at a ll times be provided in compliance with A pplicable Law and in a manner consistent with the quality of goods and services provided by Licensor and its Affiliates under the Licensed Marks as of immediately prior to the Effective Date . Licensor shall have the right to inspect any written or electronic materials bearing any Licensed Mark.

Section 3.03 . Prosecution and Maintenance . Licensor shall, reasonably promptly following Licensee’s request and at Licensee’s sole cost and expense, take all such actions as Licensee may reasonably request to prosecute and maintain any registration or application for registration of any Licensed Mark.

Section 3.04 . Third Party Notices . If requested in writing by Licensor, Licensee shall ensure that any written or electronic materials bearing a Licensed Mark include s a written statement to the effect that such Licensed Mark is used by Licensee under license from Licensor .

Section 3.05 . Licensor’ s Use o f Marks . Subject to Section 2.03 , Licensor shall not, and shall cause its Affiliates to not, use the Licensed Marks, the

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Excluded Marks or any trademark containing the term “Murphy” or the Rowel Design within the field of the Retail Business during the Term .

Section 3.06 . Fair Use . For the avoidance of doubt, nothing in this Agreement shall restrict or limit either Party’s right to make any use of any term or trademark that constitutes fair use under Applicable Law or factual use for historical or reference purposes.

ARTICLE 4
Claims and Liability

Section 4.01 . Disclaimers; Limitation of Liability . NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, T HE LICENSE IS GRANTED ON AN “ AS IS ” BASIS WITH NO REPRESENTATIONS OR WARRANTIES, AND EACH PARTY , ON BEHALF OF ITSELF AND ITS AFFILIATES, HEREBY EXCLUDES AND DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RES PECT TO THE LICENSE , INCLUDING THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF DEALING OR TRADE USAGE . NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 4.02 . Infringement of Licensed Marks by Third Party . Licensee shall promptly notify Licensor of any unauthorized or improper use by any Person of any Licensed Marks , including in such notice the particulars of such use a nd any other information that Licensee and its Affiliates may have relating to such use , and reasonably cooperate with Licensor , at Licensee’s sole cost and expense, in connection with any action Licensor may take to prevent or halt such use . In the event that Licensor does not take reasonable action to halt any such use related to the Business within a reasonable period of time following such notice, Licensee may take reasonable action to prevent or halt such use, and Licensor shall reasonably cooperate with Licensee, at Licensee’s sole cost and expense, in connection with any such action of Licensee.

Section 4.03 . Third Party Actions . Licensee shall promptly notify Licensor of any allegations, claims or demands (actual or threatened) against Licensee or any of its Affiliates for infringement of any intellectual property rights of third parties by reason of Licensee ’s or its Affiliates’ use of the Licensed Mark s (collectively, “ Trademark Claims ”) and provide all related particulars

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requested by Licensor . Licensor shall retain exclusive control over the resolution of any Trademark Claim, including the right to agree to an injun ction against further use of any Licensed Mark at issue or to otherwise settle such Trademark Claim; provided that such settlement shall not require any payment by Licensee without Licensee’s prior written consent . In the event that Licensor does not take reasonable action to resolve a Trademark Claim within a reasonable period of time following such notice, Licensee may assume exclusive control over such Trademark Claim ( but solely to the extent such Trademark Claim relates to allegations, claims or demands (actual or threatened) against Licensee or any of its Affiliates), including the right to agree to an injunction against further use of any Licensed Mark at issue by Licensee or any of its Affiliates or to otherwise settle such Trademark Claim with respect to Licensee and its Affiliates; provided that such settlement shall not bind or apply to Licensor in any manner without Licensor’s prior written consent. Subject to the foregoing and at Licensee’s sole cost and expense, each Party shall provide to the other Party such assistance as such other Party may reasonably request in connection wit h the defense or settlement of any Trademark Claim.

Section 4.04 . Indemnification . Licensee shall indemnify, defend and hold harmless Licensor , its Affiliates and their respective directors, officers, employees and agents from and against any damages, losses, liabilities, fines, penalties and expenses (including reasonable costs of investigation and reasonable attorneys’ fees in connection with any action, suit or proceeding) related to or arising out of t he use of the Licensed Marks by Licensee or any of its Affiliates or the exercise of Licensee’s rights and obligations under this Agreement.

ARTICLE 5
Term and Termination

Section 5.01 . Term . This Agreement is effective as of the Effective Date and shall continue in full force and effect in perpetuity unless terminated in accordance with Section 5.02 or Section 5.03 (the “ Term ”) .

Section 5.02 . Termination by Licensee . Licensee may terminate this Agreement at any time immediately upon written notice to Licensor.

Section 5.03 . Termination by Licensor . Licensor may terminate this Agreement immediately upon written notice to Licensee upon the occurrence of any of the following :

(a) a material breach of any provision of this Agreement by Licensee or any of its Affiliates and failure to fully cure such breach within 30 days after Licensor’s provision of written notice to Licensee of such breach;

(b) a Change of Control of Licensee or Murphy Oil USA ; and

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(c) with respect to Licensee or any of its Affiliates, (i) the voluntary commencement of any proceeding (all of which proceedings are hereinafter collectively referred to as “ Insolvency Proceedings ”) under the United States Bankruptcy Code or any other law of any jurisdiction for the relief, liquidation or rehabilitation of debtors, (ii) the involuntary commencement of an Insolvency Proceeding that is not dismissed within ninety (90) days after the filing thereof, or (iii) the appointment of or taking of possession by a receiver, custodian, trustee, liquidator or similar official.

Section 5.04 . Effect of Termination; Survival . Upon expiration or termination of this Agreement, the License shall immediately terminate without any further action by Licensor, and Licensee shall , and shall cause each of its Affiliates to , cease using the Licensed Marks in any form. Notwithstanding anything in this Agreement to the contrary, Sections Section 2.02(b) , 3.01(a) , 4.01 , 4.04 and 5.04 and Arti cle 6 shall survive any expiration or termination of this Agreement.

ARTICLE 6
General

Section 6.01 . Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that, except as expressly set forth in Section 2.02 , Licensee may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations here under without the express prior written consent of Licensor.

Section 6.02 . Notices . All notices, requests a nd other communications to any P arty shall be in writing ( including facsimile and email transmission) and shall be given,

if to Licensee, to:

Murphy USA Inc.

200 Peach Street

P.O. Box 7000

El Dorado , Arkansas 71731

Attn: John Moore

Facsimile: 870-864-6489

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York , New York 10017

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Attn: William L. Taylor, Esq.

Facsimile: (212) 701-5800

if to Licensor , to:

Murphy Oil Corporation

200 Peach Street

P.O. Box 7000

El Dorado , Arkansas 71731

Attn: Walter Compton

Facsimile: 870-881-6893

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York , New York 10017

Attn: William L. Taylor, Esq.

Facsimile: (212) 701-5800

or such other address, facsimile number or email address as such Party may hereafter specify for the purpose by notice to the other Party . All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day.

Section 6.03 . Specific Performance . The Parties acknowledge that money damages are not an adequate remedy for any violation of this Agreement and that either Party may, in its sole discretion, apply to the court s set forth in Section 6.05 for spec ific performance, or injunctive or such other relief as such court s may deem just and proper, in order to enforce this Agreement or prevent any violation hereof, and to the extent permitted by Applicable Law, each Party waives the posting of bond and any objection to the imposition of such relief.

Section 6.04 . Amendments and Waivers . (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Parties or, in the case of a waiver, by the Party against whom the waiver is to be effective.

(b ) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall

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be cumulative and not exclusive of any rights or rem edies provided by Applicable L aw.

Section 6.05 . Governing Law and Jurisdiction . This Agreement shall be subject to and governed by the laws of the State of New York without regard to the conflict of law rules of such state . Each Party hereby submits and consents to the jurisdiction of the state and federal courts in the State of New York and to venue in New York , New York .

Section 6.06 . Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement .

Section 6.07 . No Third Party Beneficiaries . Except as provided in Section 2.02(b) , n o provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the P arties and their respective successors and permitted assigns.

Section 6.08 . Entire Agreement . Th is Agreement constitute s the entire agreement between the P arties with respect to the su bject matter hereof and supersede s all prior agreements, understandings and negotiations , both oral and written, among the P arties with respect to the subject matter hereof. For the avoidance of doubt, the Parties acknowledge and agree that the transactions contemplated in connection with the Spin- Off , together with the transactions contemplated by this Agreement, collectively constitute a single and integrated transaction.

Section 6.09 . Severability . If any provision of this Agreement or any part thereof shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each Party shall be construed and enforced accordingly.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

MURPHY OIL CORPORATION
By:	/s/ Walter K. Compton
	Name:	Walter K. Compton
	Title:	Senior Vice President and General Counsel

MURPHY USA INC.
By:	/s/ John A. Moore
	Name:	John A. Moore
	Title:	Senior Vice President, General Counsel and Secretary

[ S ignature P age to Trademark License Agreement ]

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Exhibit A

Excluded Marks

Murphy Oil Corporation

Murphy Gas Gather ing Inc.
Arkansas Oil Company
Murphy Crude Oil Marketing

Caledonia Land Company

El Dorado Engineering Inc.

El Dorado Contractors Inc.

Marine Land Company

Murphy Eastern Oil Company

Murphy Exploration & Production Company

Mentor Holding Corporation

Mentor Excess and Surplus Lines Insurance Company

MIRC Corporation

Murphy Building Corporation

Murphy Exploration & Production Company – International

Canam Offshore Limited

Canam Brunei Oil Ltd.

Murphy Peninsular Malaysia Oil Co., Ltd.

Murphy Sabah Oil Co., Ltd.

Murphy Sarawak Oil Co., Ltd.

El Dorado Exploration, S.A.

Murphy Australia Holdings Pty. Ltd.

Murphy Australia NT/P80 Oil Pty. Ltd.

Murphy Australia Oil Pty. Ltd.

Murphy Australia AC/P 36 Oil Pty. Limited

Murphy Australia WA-408-P Oil Pty. Ltd.

Murphy Australia WA-423-P Oil Pty. Ltd.

Murphy Australia WA-476-P Oil Pty. Ltd.

Murphy Australia WA-481-P Oil Pty. Ltd.

Murphy Baranan Oil Co., Ltd.

Murphy Brazil Exploracao e Producao de Petroleo e Gas Ltda.

Murphy Cameroon Elombo Oil Co., Ltd.

Murphy Cameroon Ntem Oil Co., Ltd.

Murphy Central Dohuk Oil Co. Ltd.

Murphy Equatorial Guinea Oil Co., Ltd.

Murphy Exploration (Alaska), Inc.

Murphy Global, Inc.

Murphy International Marketing & Trading Company

Murphy Italy Oil Company (see company F. below)

Murphy Kurdistan Oil Co., Ltd.

Murphy Nha Trang Oil Co., Ltd.

A- 1

(NY) 14150/039/8K/EXHIBITS FOR MUSA 8K/Exhibit 10.4 Trademark License Agreement.doc

Murphy Overseas Ventures Inc.

Murphy Brazil Exploracao e Producao de Petroleo e Gas Ltda.

Murphy Phuong Nam Oil Co., Ltd.

Murphy SE Asia Oil Pte. Ltd.

Murphy Semai IV Ltd.

Murphy Semai Oil Co., Ltd.

Murphy Somali Oil Company

Murphy South Barito, Ltd.

Murphy-Spain Oil Company

Murphy Suriname Company Ltd.

Murphy Suriname Oil Company, Ltd.

Murphy West Africa, Ltd.

MURPHY OIL CORPORATION

A- 2

(NY) 14150/039/8K/EXHIBITS FOR MUSA 8K/Exhibit 10.4 Trademark License Agreement.doc

Exhibit B

Licensed Marks

Murphy USA
Murphy USA Inc.

Murphy Oil USA, Inc.

Murphy Oil USA

Murphy Oil Trading Company (Eastern)
Murphy Express
Murpay
Dr. Murphy’s Crazy Concoction

Registrations


Country	Mark	Status	Application No.	Registration No.
U.S.	MURPHY USA and two-star design	Registered	77/844,528	3,938,678
U.S.	MURPHY USA and design	Registered	75/300,843	2,180,353
U.S.	MURPAY	Registered	77/844,494	3,938,676
U.S.	DR. MURPHY’S CRAZY CONCOCTION	Registered	85/444,396	4,269,358

(NY) 14150/039/8K/EXHIBITS FOR MUSA 8K/Exhibit 10.4 Trademark License Agreement.doc

Exhibit C

Rowel Design

ROWEL ONLY

(NY) 14150/039/8K/EXHIBITS FOR MUSA 8K/Exhibit 10.4 Trademark License Agreement.doc

Exhibit 10.5

LEASE AGREEMENT

This LEASE AGREEMENT (“Lease”) is made and executed effective as of the 30th day of August , 2013 (the “Effective Date”) , by and between Murphy Oil USA Inc. , a Delaware corporation, hereinafter referred to as "Lessor" and Murphy Oil Corporation , a Delaware corporation, hereinafter referred to as "Lessee."

WHEREAS, Prior to the Effective Date, Lessor and Lessee were related corporate entities wherein Murphy Oil Corporation owned all of the outstanding shares of stock of Murphy USA Inc . ; and

WHEREAS, the Board of Directors of Murphy Oil Corporation determined that it wa s in the best interest of Murphy Oil Corporation and its shareholders to distribute to the shareholders of the issued and outstanding stock of Murphy Oil Corporation as of the Record Date, by means of a pro-rata dividend of the issued and outstanding stock of Murphy USA Inc.; and

WHEREAS, Murphy USA, Inc. and Lessee have entered into a Separation and Distribution Agreement contemporaneously with this Lease to effect the dividend described above; and

WHEREAS, in conjunction with the separation and distribution Murphy USA, Inc. and Lessee will restructure their interest in certain assets; and

WHEREAS, as of the date hereof, the Lessor , a wholly owned subsidiary of Murphy USA, Inc., will own the office building located at 200 Peach Street in El Dorado, Arkansas (the “ Building ” as further defined below), and

WHEREAS, the Less ee will occupy certain areas of the Building and share certain common area with the Lessor as further described below ; and

WHEREAS, capitalized terms used in this Lease will have the meaning attributed to them in this document or the Separation and Distribution Agreement referenced above.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Lease, the Lessor and Lessee hereby agree as follows:

1. LEASE OF THE PREMISES . Upon the terms and subject to the conditions contained herein, Lessor hereby leases unto Lessee and Lessee hereby leases and lets from Lessor the premises consisting of :

(a) The following interior space of the building ("Building") located at 200 Peach Street, El Dorado, Arkansas, 71730 , as more specifically designated in Exhibit A:

i)	Basement – approximately 2,336 square feet,

ii)	1 ^st floor – approximately 22, 2 42 square feet,

iii)	2 ^nd floor – approximately 1,870 square feet,

iv)	4 ^th floor – approximately 24,0 1 8 square feet, and

v)	Data Center – approximately 781 square feet.

(b) A ccess and shared use of the Common Area in a nd around the Building as more specifically described in Exhibit A , including but not limited to all parking lots adjoining the Building leased or owned by Lessor at anytime during the Term,

(c) All fixtures, equipment, office furniture and supplies, located on floors 1 and 4 of the Building or attributed or otherwise designated for use on those floors on the business day immediately prior to the Effective Date.

(d) As of the Effective Date, Lessee owns c ertain fixtures, furniture and equipment in the Building , which are identified in Exhibit C. These items will remain in the Building under Lessee’s control until the expiration or termination of the Term, at which time Lessee will remove these items from the Building.

All areas and items identified in (a)–(c) above are collectively referred to herein as the " P remises".

2. TERM.

(a) Original Term . The initial term of this L ease shall be for a period of two ( 2 ) years commencing on the Effective Date , and ending on the second ( 2nd ) anniversary of the Effective Date . The initial term together with any subsequent renewal terms, as exercised by Lessee, through the effective date of their termination or expiration as set forth herein, are collectively the “Term” of this Lease.

(b) Option to Renew . Lessee shall have the option to renew this L ease for four ( 4 ) additional, separate, successive two ( 2 ) year periods on the same terms and conditions as contained herein, provided Lessee shall have given Lessor written notice of the exercise of said option at least thirty (30) days prior to the expiration of the then current T erm. In the event of a failure to provide timely notice of the exercise of the renewal option as provided above, this L ease shall terminate upon the expiration of the then current T erm .

(c) Termination . Lessee shall have the right to terminate this Lease at any time during the Term with thirty ( 3 0) days notice to the Lessor.

3. RENT Lessee shall pay to Lessor as rental for the P remises the sum of Thirty One Thousand , Three Hundred and Forty-Eight and 2 0/100 Dollars ($ 3 1 , 348.20 ) per month payable in advance, without demand, deduction or set ‑off, on or before the fifth (5th) day of each calendar month during the T erm thereof (“Rent”) . Rent for the first and last months hereof shall be prorated on a daily basis. Unless otherwise notified by Lessor in writing, Lessee shall direct payment of R ent to Lessor at:

Murphy Oil USA, Inc.

Attn: Accounts Receivable

200 East Peach Street

El Dorado, AR 71730

4. SECURITY DEPOSIT . No security deposit is required.

5. USE OF THE PREMISES . Lessee s agree to use the P remises , including the Common Area, as its corporate offices and for other lawful purpose s . Less or agree s : (a) i t will not allow, n or cause to occur, any event or activity that interferes with the Lessee ’s use of the Premises , and (b) that without the express written consent of the Lessee, in its sole discretion, the Lessor will not : ( i ) engage in any activities , events or gatherings on the Premises which will interfere with the Lessee ’s use of the Building during normal business hours, or ( ii ) cause or allow any visual or audio presentations (banners, posters, video screens, speakers , etc. ) to be visible or heard from in or on the Common Area. Both Lessor and Lessee agree to use and operate the Building and the P remises substantially in the same manner as of the last business day prior to the Effective Date and in accordance with all applicable statutes, rules, regulations, ordinances, building and zoning codes, orders, and other laws affecting or regulating the Building and the P remises or the use thereof.

6. ALTERATIONS . Without the prior written consent of Lessee Lessor will not make any material alterations, improvements, additions, or utility installations in or about the Building or the P remises .

7. LESSEE’S ADMINISTRATIVE SERVICES. During the Term, Lessee will provide services in the Building for the benefit of both parties, as set forth in Exhibit B – Administrative Services. Lessor shall compensate Lessee for these services at the rate set forth in Exhibit B. In the event of a need to prioritize any of the referenced services, Lessor and Lessee will communicate through their General Counsel and Director of Administrative Services, respectively.

8. ORDINARY AND CUSTOMARY MAINTENANCE AND REPAIRS . Except as otherwise provided herein, Lessor shall maintain the entire Building, including but not limited to the exterior walls, roof, and other structural portions , along with systems for electricity, water and plumbing, air conditioning, and heating in a normal, reasonable and habitable condition and state of repair consistent with the condition and state of repair existing a s of the Effective Date . Lessee shall keep the interior portions of P remises in good and sound condition and repair . Lessee will maintain an administrative and maintenance staff at the Building, similar to the size and ability present on the last business day prior to the Effective Date . Costs and expenses for maintenance and repairs are set forth in Exhibit B .

9. INDEMNIFICATION:

(a) Indemnification by Lessor: Lessor agrees to indemnify, release, defend and save harmless Lessee, together with Lessee’s parents, affiliates, subsidiaries and each of their respective shareholders, directors, officers, employees, consultants, agents and invitees, from and against any and all claims, losses and expenses (including, without limitation, all costs, demands, damages, suits, judgments, fines, penalties, liabilities, attorneys' fees, and causes of action of whatsoever nature or character, whether known or unknown, and including, without limitation, claims, losses and expenses for loss of services, wages, consortium or society) with respect to personal injury, illness, disease or death of employees, consultants, agents or invitees of Lessee, or damage to or loss of property or equipment of Lessee in any way directly or indirectly arising out of, or related to, th is Lease or the Lessee’s use or occupancy of the Premises, r egardless of f ault.

(b) Indemnification by Lessee: Lessee agrees to indemnify, release, defend and save harmless Lessor, together with Lessor’s parents, affiliates, subsidiaries and each of their respective shareholders, directors, officers, employees, consultants, agents and invitees from and against any and all claims, losses and expenses (including, without limitation, all costs, demands, damages, suits, judgments, fines, penalties, liabilities, attorneys' fees, and causes of action of whatsoever nature or character, whether known or unknown, and including, without limitation, claims, losses and expenses for loss of services, wages, consortium or society) with respect to personal injury, illness, disease or death of employees, consultants, agents or invitees of Lessor or damage to or loss of property and equipment of Lessor in any way directly or indirectly arising out of, or related to, the Lessee’s negligence related to its rights and obligations as set forth in this Lease.

(c) Limitation of Indemnification Obligations: The indemnification obligations set forth in (a) and (b) above will not apply with respect to any claim or loss to the extent it is caused by the other party’s intentional act s, willful misconduct or gross negligence.

10. INSURANCE .

(a) Property Damage . During the Term , Lessor shall maintain and keep in full force and effect, a standard comprehensive policy of property damage insurance on the Building,

including the P remises , providing a minimum aggregate limit on coverage of not less than the full insurable value of the improvements thereon.

(b) Personal Liability . In addition, during the T erm, Lessor shall maintain and keep in full force and effect, at its sole cost and expense, a general policy of comprehensive public liability insurance insuring Lessor against liability arising out of the ownership use, occupancy, or maintenance of the Building, including the Premises and all areas appurtenant thereto.

(c) Certificate of Insurance . Lessor shall furnish to Lessee at least annually (i) a certificate of insurance showing such insurance to be in full force and effect, and (ii) proof that the premiums necessary to keep said insurance in full force and effect have been timely paid.

(d) Le ssee's Contents . Lessee shall maintain property damage coverage in such limits as it deems appropriate to cover personal property owned by Lessee located in or on the Premises.

(e) Miscellaneous . No such policy shall be cancelable or subject to reduction of coverage or other modification except after thirty ( 3 0) days prior written notice to the Lessee. Lessor shall, within t hirty ( 3 0) days prior to the expiration of such policies, furnish Lessee with renewals or binders for renewal coverage.

(f) Waiver of Subrogation . Lessor and Lessee hereby waive any and all rights of recovery against the other, or against the officers, directors, employees, agents, and representatives of the other, for loss or damage to such waiving party or the property of others under its control to the extent such loss or damage is insured against under the insurance policy in force at the time of such loss or damage; provided, the insurance company actually makes payment on the policy. The insuring party shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this L ease.

11. TAXES .

(a) Real Property Taxes and Special Assessments . Lessor shall be responsible for and shall pay all real property taxes and special assessments with respect to the Building, including the P remises, but not Lessee's personal property during the T erm . All such tax payments shall be made at least ten (10) days prior to the delinquency date of such payment and each party shall promptly furnish the other with satisfactory evidence that such taxes have been paid. Any such taxes attributable to only a portion of a year shall be prorated between Lessor and Lessee based upon the number of days during such year that this L ease is in effect. In the event the P remises are not separately assessed, Lessee's liability shall be an equitable proportion of the real property taxes and special assessments for all the land and improvements thereon included within the parcel assessed.

(b) Personal Property Taxes . Lessee shall be responsible for and shall pay, prior to delinquency, all taxes assessed against and levied upon any personal property that it owns and is used on or about the P remises, including without limitation furnishings, equipment, and trade fixtures.

12. UTILITIES . Less or shall maintain and pay all utility services utilized on or with respect to the P remises during the T erm, including, without limitation, utilities relating to electricity, gas, water, sewage, trash pickup and janitorial services .

13. DAMAGE OR DESTRUCTION OF THE PREMISES .

(a) In the event the Building is damaged by vandalism, fire, storm, wind or other casualty so as to render it more than fifty percent (50%), based on square footage, untenable and such damage cannot reasonably be expected to be substantially repaired within one hundred and fifty (150) days, Lessee shall have the option for a period of fifteen (15) days following the date of such damage to terminate this L ease by written notice to Lessor. However, in the event of less damage that is reasonably expected to be capable of being substantially repaired within one hundred fifty (150) days, Lessee shall not have the right to terminate this L ease. In the event this L ease is not terminated as aforesaid, Lessor shall, as soon as practical, institute action to repair and rebuild the damaged portion of the P remises .

(b) Abatement of Rent During Reconstruction . If the P remises are destroyed or damaged as aforesaid and action is undertaken by Lessor to repair or restore the P remises, the R ent payable for the period during which such damage, repair or restoration continues shall be abated in proportion to the degree to which Lessee's use of the P remises is impaired

14. CONDEMNATION . In the event all or any part of the P remises should become subject to eminent domain proceedings, and, if pursuant thereto, an amount of the P remises shall be condemned so as to render the residue reasonably inadequate for the operation of Lessee's business thereon, Lessee shall have the option to terminate and cancel this L ease by giving written notice thereof to Lessor within ten (10) days following the transfer of title to the public authority instituting the condemnation proceedings. A ll condemnation awards with respect to the leased premises shall be paid to Lessor.

15. COMM ON AREA . Attached as Exhibit A is a depiction of the interior of the Building with the Premises and Common Area shown thereon. Lessee and its invitees shall have at all times the right to access all Common Area .

16. ASSIGNMENT OR SUBLETTING . Lessor may not sublet, transfer or assign, in whole or in part, its interest in the Building or L ease without the express prior written consent of Lessee.

17. ESTOPPEL CERTIFICATES . Upon request, Lessee shall promptly furnish to Lessor an estoppel certificate in a form reasonably acceptable to Lessor to the effect that:

(a) This L ease is in full force and effect and that the Lessor is not in default hereunder; and

(b) That there are no offsets or other conditions precedent to the effectiveness of this L ease.

18. SUBORDINATION . At the request of any present or future holder of a mortgage against the P remises, the Lessee agrees to subordinate its rights under this L ease to any mortgage or encumbrance which Lessor may have presently or hereafter placed on the P remises. Lessee agrees to execute upon request any instrument which may be deemed necessary or desirable to render any such mortgage or encumbrance, whether made prior to or after the date hereof, superior to and prior to rights of Lessee under this L ease.

19. EVENTS OF DEFAULT . Any one or more of the following events shall be deemed an event of default under this L ease:

(a) Lessor or Lessee fail s to comply with any term, provision, or covenant of this L ease , including the failure to pay Rent , for a period of sixty ( 6 0) days after written notice thereof has been given by non-defaulting party ;

(b) Lessor or Lessee: (i) suspend or discontinu e business, (ii) mak e an assignment for the benefit of creditors, (iii) admit in writing an inability to pay debts as they become due, ( i v) fil e a voluntary petition in bankruptcy, (v) becoming insolvent, or (vi) seek, approv e , consent to, or acquiesc e in any p roceeding for the appointment of a trustee, receiver, custodian, liquidator or agent for it or any substantial part of its property or if an order is entered appointing any such trustee, receiver, custodian, liquidator or agent; or

(c) an order for relief being entered under the United States Bankruptcy laws or if any other decree or order is entered by a court having jurisdiction (i) adjudging either as bankrupt or insolvent , or (ii) approving as properly filed a petition seeking reorganization, liquidation, arrangement, adj ustment or composition of Lessor, Lessee, or their property under the United States bankruptcy laws or any other applicable federal or state law;

20. QUIET ENJOYMENT . Lessor acknowledges and represents that it has full right, power and authority to make this L ease. Provided that Lessee fully and timely performs each and every one of its obligations and covenants contained herein and is not otherwise in default hereunder, Lessor covenants that Lessee shall peaceably and quietly have, hold and enjoy the P remises during the T erm free from interference from Lessor and all those persons claiming by or through Lessor save and except any mortgagee.

21. REPRESENTATIONS AND WARRANTIES OF LESSOR AND LESSEE . Lessor and Lessee hereby represent and warrant to each other that:

(a) Organization and Good Standing . The representing party is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware,

with full corporate power and authority to execute, deliver, and perform this Lease and to own and operate its properties and carry on its business as presently conducted.

(b) Authority. The representing party has the requisite corporate power and authority to enter into this Lease and to perform its obligations and covenants hereunder in the manner provided herein.

(c) Validity . This Lease has been duly executed and delivered and constitutes the legal, valid, and binding obligation of representing party , enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws.

(d) No Violations . Neither the execution and delivery of this Lease , nor the performance of its obligations and covenants hereunder will (i) violate, conflict with, or result in a breach of any of the terms, conditions or provisions of or constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under) any note, loan, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument or obligation to which the representing party is a party or to which it or any of its properties or assets may be subject or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to Lessee or any of its properties or assets.

22. MISCELLANEOUS.

(a) Further Assurances . The parties agree that from time to time hereafter, upon request, each of them will execute, acknowledge and deliver such other instruments and documents and take such further action as may be reasonably necessary to carry out the intent of this Lease .

(b) Modification . No provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

(c) Binding Effect and Benefit . This Lease shall inure to the benefit of, and shall be binding upon, the parties hereto, their heirs, executors, administrators, personal representatives, successors and permitted assigns.

(d) Headings and Captions . Subject headings and captions are included for convenience purposes only and shall not affect the interpretation of this agreement.

(e) Notice . All notices, requests, demands and other communications permitted or required hereunder shall be in writing, and shall either be (i) delivered in person, (ii) delivered by express mail or other overnight delivery service providing receipt of delivery, or (iii) mailed by certified or registered mail, postage prepaid, return receipt requested as follows:

If to Lessor, addressed or delivered in person to:

Murphy Oil USA, Inc.

ATTN: President

200 East Peach Street

El Dorado, AR 71730

With a copy to General Counsel at the same address

If to Lessee , addressed or delivered in person to:

Murphy Oil Corporation

Attn: VP Administration

200 East Peach Street

El Dorado, AR 71730

With copy to General Counsel at the same address

or to such other address as either party may designate by notice.

Any such notice or communication, if given or made by prepaid, registered or certified mail or by recorded express delivery, shall be deemed to have been made when actually received but not later than three (3) business days after the same was posted.

(f) Severability . If any portion of this agreement is held invalid, illegal or unenforceable, such determination shall not impair the enforceability of the remaining terms and provisions herein.

(g) Time for Performance . Time is of the essence in this agreement.

(h) Waiver . No waiver of a breach or violation of any provision of this agreement shall operate or be construed as a waiver of any subsequent breach or limit or restrict any right or remedy otherwise available.

(i) Rights and Remedies Cumulative . The rights and remedies expressed herein are cumulative and not exclusive of any rights and remedies otherwise available.

(j) Gender and Pronouns . Throughout this agreement, the masculine shall include the feminine and neuter and the singular shall include the plural and vice versa as the context requires.

(k) Entire Agreement . This document constitutes the entire agreement of the parties and supersedes any and all other prior agreements, oral or written, with respect to the subject matter contained herein.

(l) Governing Law . This agreement shall be subject to and governed by the laws of the State of Arkansas.

(m) Incorporation by Reference . All exhibits and documents referred to in this agreement shall be deemed incorporated herein by any reference thereto as if fully set out.

(n) Counterparts . This agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall not be necessary in making proof of this agreement to produce or account for more than one counterpart.

(o) Third Party Beneficiaries . This agreement shall not create any rights for the benefit of any third party.

(p) Authority . Each individual signing this agreement in a representative capacity acknowledges and represents that he/she is duly authorized to execute this agreement in such capacity in the name of, and on behalf of, the designated corporation, partnership, trust, or other entity.

(q) Joint Preparation . This Lease shall be deemed to have been prepared jointly by the Lessor and Lessee , and any uncertainty or ambiguity existing herein shall not be interpreted against either by reason of its drafting of this agreement, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements.

IN WITNESS WHEREOF, the Lessor and Lessee have executed this agreement effective as of the day and year aforesaid.


	LESSOR: Murphy Oil USA, Inc.


		/s/ John A. Moore


	By:	John A. Moore
	Title:	General Counsel and Secretary

E

	LESSEE: Murphy Oil Corporation


		/s/ Walter K. Compton


	By:	Walter K. Compton
	Title:	Senior Vice President and General Counsel

ACKNOWLEDGMENT

STATE OF ARKANSAS )

) ss.

COUNTY OF UNION )

On this _ 30th __ day of __ August ____, 2013 , before me, a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Walter K. Compton , to me personally well known, who stated that they were the Senior Vice President and General Counsel , of Murphy Oil Corporation , a corporation, and were duly authorized in their capacit y to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 30th day of August , 20 13 .


/s/ Robin M New

NOTARY PUBLIC


My Commission Expires

7/6/2019

ACKNOWLEDGMENT

STATE OF ARKANSAS )

) ss.

COUNTY OF UNION )

On this _ 30th __ day of __ August ____, 2013 , before me, a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named John A. Moore , to me personally well known, who stated that they were the General Counsel and Secretary , of Murphy Oil USA, Inc. , a corporation, and were duly authorized in their capacity to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 30th day of August , 2013.


/s/ Robin M New

NOTARY PUBLIC



My Commission Expires

7/6/2019

EXHIBIT A

DESIGNATION OF PREMISES AND

COMMON AREA

EXHIBIT B

ADMINISTRATIVE SERVICES AND

RATES

Exhibit B

Administrative Services and Rates

During the Term, the s ervices at the Building will be addressed by the Lessee and Lessor as follows :

1. Badges / Entry Cards – Lessee’s administrative staff will continue to issue employee ID badges, entry cards and visitor badges, including taking photos of all new employees.

2. Building Operations and Management – Lessee’s administrative staff will either supervise or provide maintenance services for the Bu ilding. Lessor’s administrative personnel will be scheduled by Less ee ’s Director of Administrative Services. Service will be similar to maintenance service provided as of the last business day prior to the Effective Date, including, but not limited to, maintenance to keep the B uilding functioning on daily basis; preventive maintenance; office remodel ing or rearranging; room set up for meetings. Lessor’s approval will be required for any maintenance items in excess of $1 0 0,000 for costs not related to the administrative staff (supplies, contractors, etc.) .

Building Operations is also responsible for maintaining the Building’s computer room s (providing service, maintaining backup power systems, etc.). In the event either Lessor or Lessee desires to make modifications of any nature to the computer room, a request shall be made to Lessee’s Director of Administrative Services, who will review the request with the designated IT employee s for both entities to determine the appropriate resolution of the request. In the event these individuals cannot determine a unanimous resolution of the request, it will be escalated to Lessor’s and Lessee’s General Counsel.

3. Office Services – Lessee’s administrative services will provide o ffice s ervices , including mailroom services, printshop services, and purchasing/stocking supplies , of a similar level provided as of the last business day prior to the Effective Date.

4. Kitchen Services and Coffee Carts – Lessee’s administrative staff will continue to provide coffee carts for meetings a s well as daily service on each floor, and also assistance with caterers and meeting set-up and support, as requested.

5. Pool Cars – Except as set forth in this section, Lessor ’s employees will not be allowed to drive Lessee vehicles. Lessee will chauffeur Lessor’s guests, as requested, in Lessee’s pool cars. Administrative Services staff from either Lessor or Lessee will have access to either entity’s service vehicles for business related purposes.

6. Shared Space / Conference Rooms – C onference rooms on each floor , including the 1 ^st floor dining room, will be available for use by both Lessor and Lessee and will be coordinated by the assigned administrative personnel for that area. Use of each party’s executive conference rooms and board rooms must be approved and coordinated by the respective general counsel.

7. Receptionist and Switchboard – Less ee will provide a receptionist at the 1 ^st floor of the Building to greet guests and answer calls for both Lessor and Lessee. Lessor and Lessee will each maintain their own phone network. The Lessee’s switchboard will be established in the Building , and the Lessor’s switchboard will be established at the Washington Avenue building. There will be a Lessor network phone at the Peach Street front desk to allow Lessee receptionist to contact Lessor employees regarding guests, deliveries, etc. There will be a Lessor receptionist positioned at the Washington Avenue building to answer the Lessor switchboard.

8. Chauffer Duties / Errands – Administrative e mployees will continue to provide services to both Lessor and Lessee .

E xpenses will be paid for, and reimbursed, by the parties as follows:

Pro-rata based on footage means the identified cost s will be attributed to the Lessor and Lessee with the Lessee’s portion being based on the square footage of the Premises, with only half the Common Area, divided by the total square footage of the Building. The Lessor’s portion will be the balance of the identified costs.

·	Pro-rata based on employees means the identified cost s will be attributed to the Lessor and Lessee based on the number of their employees officed at the Building compared to the total number of such employees for the time period in question.

·	Administrative Services employees will be employed by Lessee and their compensation will be reimbursed by Lessor based on a mutually agreed upon percentage of their time.

·	Building Maintenance

i. Special items that need repair or maintenance, including preventative maintenance, will be paid by Lessor and, if related to the entire Building, will be reimbursed by Lessee pro-rata based on footage.

ii. Special items that need repair or maintenance, including preventative maintenance, will be paid by the party benefitting from the work and reviewed for reimbursement, if any, from the other party on a case by case basis.

·	Building Operations and Utilities

i. Utilities, as described in paragraph 12 of the Lease, will be paid by Lessor and reimbursed by Lessee pro-rata based on footage.

ii. The compensation for each party’s Building Services employees will be reimbursed by the other party pro-rata based on footage .

·	Office Supplies, Kitchen Supplies, Chauffer Duties / Errands, and Office Services

i. Supplies available to and used by both parties will be paid for by Lessee and reimbursed by Lessor pro-rata based on employees .

ii. The compensation for each party’s Office Services employees will be reimbursed by the other party pro-rata based on employees.

·	Postage from Building postage machines will be administered by the Lessee. Lessor will reimburse Lessee for Lessor’s postage logged from these machines.

·	Regular Print Services Using Stock Supplies will use supplies paid for by Lessee and Lessor will reimburse Lessee for Lessor’s usage of these supplies as logged from the printshop.

·	Copier Paper will be purchased by Lessee and Lessor will reimburse Lessee for paper delivered to Less or ’s machines.

·	Specialty items including overnight courier services, and specialty supplies for print jobs, ordered for specific party will be billed and paid accordingly .

EXHIBIT C

LESSEE OWNED FIXTURES, FURNITURE

AND EQUIPMENT

EXHIBIT C

LESSEE OWNED FIXTURES,

FURNITURE AND EQUIPMENT

1. All gallery fixtures on the 1 ^st floor .

2. Rugs with the Rowel logo on the 1 ^st floor.

3. Map on 1 ^st floor wall.

4. Cabinet and monitor next to map on 1 ^st floor wall.

5. Annual report display.

6. Corporate award display on 1 st floor.

7. Display outside executive suite on 4 th floor with monitor for executive book.

8. Ship model display outside executive suite on 4 th floor.

9. Graphic panels on walls throughout the building including murals on 1 st floor.

10. All printer, computer, fax and phone equipment used by Lessee as of the Effective Date as well as through the expiration or termination of the Term.

11. All server s, server racks and networking gear , in the Lessee’s computer room as of the Effective Date as well as through the expiration or termination of the Term .

12. The IT safe located in the room outside Lessee’s computer room.

13. IT closet switches located on the 1 st and 4 th floors.

14. Alignment tools used by the Lessee’s administrative services group.

15. All ECCR supplies and equipment including cameras and TVs.

16. TV and stand in the office service area.

17. Contents of library that is located in the administration area.

18. Computer, printer, camera and supplies used to produce employee badges.

19. Vinyl Printer and supplies.

20. 4 stainless trash cans with Lessee’s logo.

21. All pool cars.

22. All printers, sealers, safe and other equipment located in Lessee’s Treasury equipment room.

23. All furniture, displays, audio and visual equipment including wall map located in the executive suite on the 4 th floor.

24. 4 round benches with Rowel logo located on the 3 rd and 4 th floor.

The items listed above include such items that exist as of the Effective Date or as may be acquired by Lessee in addition, modification or replacement of such items and exist as of the termination of the Term.

Exhibit 10.6

HANGAR RENTAL AGREEMENT

This Hangar Rental Agreement (the “ Rental Agreement”) , made and executed on the ___ 30th ___ day of August , 2013 , by and between Murphy Oil USA, Inc. (“MOUSA ”) and MURPHY OIL CORPORATION (“Murphy”).

WITNESSETH:

1. MOUSA is a Delaware corporation with offices at 422 North Washington Avenue, El Dorado, Arkansas 71730.

2. Murphy is a Delaware corporation, with offices at 200 E ast Peach St reet , El Dorado, Arkansas 71730.

3. MOUSA is the sole owner of civil aircraft number N370M known as a Citation C560XL based at El Dorado, Arkansas (“the MOUSA Aircraft”).

4. MOUSA is desirous of using and Murphy is desirous of providing Murphy’s hangar for the daily storage of the Aircraft and for the use of certain equipment necessary to move and handle the aircraft.

NOW THEREFORE, the parties hereto, for consideration hereinafter named, and other good and valuable consideration, hereby agree that:

The aircraft will be stored in Murphy’s hangar in El Dorado, Arkansas. The Aircraft may be moved by Murphy personnel for purposes of rearranging or removing other planes in the hangar. MOUSA shall have access to such equipment and tools necessary to move the aircraft and such other incidental equipment use as from time to time may be expedient.

MOUSA shall be responsible for upkeep and maintenance of the Aircraft. MOUSA shall have access at all reasonable times to perform maintenance and upkeep of the Aircraft, but shall endeavor to provide notice to Murphy and work closely with Murphy on scheduling issues. FAA , NFPA and OSHA r egulations do not permit the operation of aircraft engines inside storage hangar areas.

The parties agree to keep their respective aircraft insured, with a compan y or compan ies of nationally recognized responsibility and standing reasonably acceptable to the other party, for hull damage and liability for persona l injuries, death or property damage, arising from or in any manner occasioned by the acts or negligence of the parties or others in custody, operation or use

of the aircraft, with losses under the hull damage policies payable to the Lessor or owner of the aircraft. In addition, Murphy agrees to maintain and keep in force Hangarkeepers Liability insurance and property damage insurance covering the Hangar building and its contents insured with a company or companies of nationally recognized responsibility and standing. MOUSA and Murphy each agree to name the other as an additional insured on said policies (except property damage on building and its contents) and have its policies endorsed to waive underwriter’s right of subrogation against the other party. Each party agrees to deliver insurance certificates confirming the insurance coverage required hereunder.

Murphy and MOUSA assume liability for, and shall indemnify, protect, save and keep harmless the other party and its agents, servants, successors and assigns (an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including legal expenses, of whatsoever kind and nature , imposed on, incurred by or asserted against any Indemnitee, in any way relating to or arising out of such party’s performance under this agreement; provided , however, that a party shall not be required to indemnify any Indemnitee for loss or liability resulting solely from the willful misconduct or gross negligence of such Indemnitee. The provisions of this Section shall survive the expiration or earlier termination of this Hangar Rental Agreement.

5.	All risks of loss or damage to the Aircraft pursuant to this Hangar Rental Agreement, from whatever cause (except for acts or willful misconduct or gross negligence of Murphy or its officers, agent, servants or employees), are hereby assumed by MOUSA.

6.	The parties agree that monthly rent shall be $500 and shall be payable in advance on the 1 ^st of each month.

7.	The term of this Hangar Rental Agreement is from month to month unless and until cancelled by either party upon sixty (60) days written notice to the other.

8.	This Hangar Rental Agreement shall be construed in accordance with and governed by the laws of the State of Arkansas.

All notices and other communications under this Hangar Rental Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by delivery in person, by

telefax or e-mail (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or by a reputable overnight courier service, addressed as follows:

If to MOUSA : Murphy Oil USA, Inc.

422 North Washington Avenue

El Dorado, AR 71730

Attn: John Moore

Telephone: (870) 875-7517

Telefax: (870) 862-5299

If to Murphy: Murphy Oil Corporation

200 E ast Peach St (71730)

P.O. Box 7000

El Dorado, AR 71731-7000

Attn: Kelli M. Hammock

Telephone: (870) 864-6286

Telefax: (870) 864-6231

or to such other person or address as either party shall from time to time designate by writing to the other party.

10.	If any provision of this Hangar Rental Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

11.

This Hangar Rental Agreement constitutes the entire agreement, both written and oral, among the parties and their respective representatives with respect to the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder not expressly granted thereto. This Hangar Rental Agreement shall not be amended or modified unless in writing duly signed by the parties.

12.	This Hangar Rental Agreement may be executed in counterparts, each of which shall be deemed an original, but all counterparts shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto h ave placed their hands on this 30th day of August 2013 .


MURPHY OIL CORPORATION			MURPHY OIL USA, INC.

BY:	/s/ Walter K. Compton		BY:	/s/ John A. Moore

NAME:		Walter K. Compton	NAME:		John A. Moore

TITLE:		Senior Vice President and General Cousel	TITLE:		General Counsel and Secretary

[Signature Page to Hangar Rental Agreement]

Exhibit 10.7

AIRCRAFT MAINTENANCE LABOR POOLING AGREEMENT

This Agreement is entered into between Murphy Oil Corporation (“Murphy”) and Murphy Oil USA, Inc. (“ MOUSA ”) to take effect this ___ 30th __ day of ________ August __________, 20 13 .

Murphy agrees to employ at its hangars at Goodwin Field, El Dorado, Arkansas, a maintenance manager and ___ 2 __ aircraft technicians (these __ 3 __ employees are referred to herein collectively as the “Technicians”) who will be available for maintenance and service with respect to the aircraft housed at the hangars and belonging to Murphy and MOUSA as follows:


MOUSA Citation	N370M
Murphy Falcon	N350M
Murphy Falcon	N360M
Murphy Sovereign	N115WZ

In consideration of the availability of the services of the T echnicians , MOUSA agrees to reimburse Murphy, on the basis of Murphy’s actual cost of employing the T echnicians , including salary, payroll taxes, employee benefits and training expense, but without any overhead allocable thereto, a portion of such cost as follows:

1. One-half of the total cost of employing the T echnicians shall be allocated to Murphy and MOUSA on the basis of one- fourth to each aircraft ; and

2. The remaining one-half of such cost will be allocated to each party for each six months ending June 30 and December 31 in each year in proportion to the number of hours flown by the above-described aircraft, provided that MOUSA will never be allocated more

than one- fourth of such costs regardless of the number of hours flown by it, and any amount which cannot be allocated to MOUSA because of this limitation shall be allocated to Murphy.

3. This agreement applies only to the cost of employing the T echnicians and any special tools required. Each party will be separately responsible for all other costs, (based on the ownership of each aircraft) including the costs of parts and supplies used on its aircraft.

4. Each party shall have sole control, direction and supervision over the T echnicians as to maintenance performed and services provided with respect to that party’s aircraft and each party shall be solely responsible for the results and consequences of such maintenance and service. No party assumes any liability for or shall be responsible for any results or consequences of any maintenance performed, or service provided, or not provided, with respect to the other party’s aircraft.

5. Murphy will provide MOUSA with a report of reimbursable costs under this A greement and will bill MOUSA for its share of such costs in arrears for each six month period.

6. Either party may terminate this Agreement upon 30 days written notice to the other party in which event charges to be allocated under this Agreement shall be prorated on the basis of the number of days this Agreement has been in effect since the last billing date.

Murphy Oil Corporation

/s/ Walter K. Compton

By:__ _ Walter K. Compton _____

Its:_ Senior Vice President and General Counsel __

Murphy Oil USA, Inc.

/s/ John A. Moore

By:_ John A. Moore _ _____________

Its:_ General Counsel and Secreta r y ____

Exhibit 10.8

AIRPLANE INTERCHANGE AGREEMENT

This Airplane Interchange Agreement (the “Interchange Agreement”), made and executed on the ____ 30th ____ day of August , 2013 , by and between Murphy Oil USA, Inc. (“MOUSA ”) and MURPHY OIL CORPORATION (“Murphy”) (when using or having used t he other party’s aircraft MOUSA and Murphy shall be referred to as “Lessee”, when providing or having provided its ai rcraft to the other party MOUSA and Murphy shall be referred to as “Lessor”).

WITNESSETH:

1. MOUSA is a Delaware corporation with offices at 422 North Washington Avenue, El Dorado, Arkansas 71730.

2. Murphy is a Delaware corporation, with offices at 200 E ast Peach St reet , El Dorado, Arkansas 71730.

3. MOUSA is the sole owner of civil aircraft number N370M known as a Citation C560XL based at El Dorado, Arkansas (“the MOUSA Aircraft”).

4. Murphy is the sole owner of civil aircraft number s N350M known as a Falcon 2000 , N36 0M known as a Falcon 2000 EX, and N115WZ known as a Cessna Sovereign all of which are based at El Dorado, Arkansas (each aircraft individually known as “Murphy’s Aircraft”).

5. MOUSA is desirous of using Murphy’s Aircraft, from time to time, in exchange for usage by Murphy of the MOUSA Aircraft, and Murphy is desirous of using the MOUSA Aircraft, from time to time in exchange for usage by MOUSA of Murphy’s Aircraft.

NOW THEREFORE, the parties hereto, for consideration hereinafter named, and other good and valuable consideration, hereby agree that:

1.	The parties agree to interchange the identified aircraft as provided for in Federal Aviation Regulation (“FAR”) Sections 91.501 (b) (6) and 91.501 (c)

(2).

MOUSA agrees to lease the MOUSA Aircraft to Murphy as required by Murphy upon adequate notice to CHIEF PILOT , o r in his absence John Moore , so long as MOUSA Aircraft is not otherwise being used by MOUSA , and in consideration therefore agrees to lease Murphy’s Aircraft with flight crew for an equal number of hours of usage when needed.

Murphy agrees to lease Murphy’s Aircraft to MOUSA as required by MOUSA upon adequate notice to B. Scott Cowling, or in his absence, Kelli M. Hammock, so long as Murphy’s Aircraft is not otherwise being used by Murphy, and in consideration therefore agrees to lease MOUSA ’s Aircraft and flight crew for an equal number of hours of usage when needed.

c.	Murphy agrees and understands that for every and each time that Murphy uses the MOUSA Aircraft under this Interchange Agreement, the scheduling, usage and operation of said civil aircraft will be under the supervision and operational control of MOUSA .

d.	MOUSA agrees and understands that for every and each time that MOUSA uses Murphy’s Aircraft under this Interchange Agreement, the scheduling, usage and operation of said civil aircraft will be under the supervision and operational control of Murphy.

If at the annual anniversary date of the Interchange Agreement, one party has used the other party’s aircraft in excess of the number of hours that the other party has used the former’s aircraft, the party with excess hourly usage shall not be permitted to lease the other party’s aircraft under this Interchange Agreement until the excess usage is reduced to zero, or such other figure as may be mutually agreed by the parties.

Each party warrants and covenants that it will use the other party’s aircraft for an d on account of its own business only, and will not use such aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire except as may be authorized in Section 91.501 (b) of the FARs and any amendments thereto.

4.	Each party represents that it has the lawful right to lease its aircraft to the other party in accordance with the terms hereof, and to enter into this Interchange Agreement.

5.	Lessor shall be responsible for furnishing a fully-qualified flight crew with its aircraft and shall retain operational control of its aircraft.

Each party specifically agrees that the flight crew of an aircraft leased pursuant to this Interchange Agreement, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action, which in the reasoned judgment of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any

liability for loss, injury, damage or delay to either party or any other person. The parties further agree that neither party shall be liable for delay or failure to furnish or return an aircraft or flight crew pursuant to this Interchange Agreement when such failure is caused by governmental regulation or authority, mechanical difficulty, war, commotion, strikes or labor disputes, weather conditions, acts of God or any other circumstance beyond the reasonable control of such party.

Each party will pay all taxes, assessments, and charges imposed by any national state, municipal, or other public or airport authority on its aircraft except that Lessee when using an aircraft under this Interchange Agreement shall pay user fees or taxes imposed as a direct result of that aircraft’s use by Lessee.

Each party agrees to maintain and keep its aircraft and all components in good order and repair, in accordance with the requirements of the Federal Aviation Administration or any other governmental authority having jurisdiction, to immediately comply with all Airworthiness Directives and mandatory Service Bulletins, and to replace or repair components, equipment, instruments, or accessories which may be worn out, lost, destroyed, confiscated, or otherwise rendered unsatisfactory or unavailable for use in or on its aircraft.

At its own expense, each party agrees to keep its aircraft insured, with companies of nationally recognized responsibility and standing reasonably acceptable to the other party, for such amounts and against such hazards as the parties may together require, including, but not limited to, hull damage and liability for personal injuries, death or property damage, arising from or in any manner occasioned by the acts or negligence of Lessor or others in custody, operation or use of the aircraft, with losses under the hull damage policies payable to the Lessor or owner of the aircraft. Each party agrees to name the other party as an additional insured on said policy have its policy endorsed to waive underwriter’s right of subrogation against the other party. Each party agrees to deliver insurance certificates confirming the insurance coverage required hereunder.

10.

Each party agrees that if it shall fail to use, preserve, and maintain its aircraft, discharge all taxes, liens, or charges, pay all costs and expenses, or procure and maintain insurance, in the manner above provided, the other party, at its

option, may do so, and charge the non-paying party all such advances incurred by the paying party.

11.

Each party agrees to use the other party’s aircraft only for the purposes and in the manner set forth in any application for insurance executed in connection with such aircraft, to abide by and conform to, and cause others to abide by and conform to, all federal, state and municipal laws, rules and regulations, controlling or in any way affecting the operation, use, or occupancy of the aircraft or the use of any airport premises by the aircraft and to conform all operations within the restrictions and limitations of the manufacturer.

12.

Each party agrees (i) to use the other party’s aircraft in a careful manner so as not to diminish its value or appearance other than through ordinary wear and tear, and (ii) not to sell, or attempt to sell, or assign or dispose of the other party’s aircraft, or of any interest therein, or in any part thereof, or equipment necessary thereto, or suffer or permit any charge, lien or encumbrance of any nature upon the other party’s aircraft, or any part thereof, or lend or rent the same, or remove or permit the other party’s aircraft to be removed from its designated home airport without the owner’s prior consent.

13.

Each party agrees that upon termination of its utilization of the other party’s aircraft hereunder, said aircraft shall be returned to the Lessor thereof in the same or as good condition as when received, normal wear and tear excepted and damages caused or arising out of the negligence or willful misconduct of the operating Lessor excepted.

14.

Lessor assumes liability for, and shall indemnify, protect, save and keep harmless Lessee and its agents, servants, successors and assigns (an “Indemnitee”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including legal expenses, of whatsoever kind and nature, imposed on, incurred by or asserted against any Indemnitee, in any way relating to or ari sing out of Lessor’s operations of its aircraft pursuant to this Interchange Agreement; provided, however, that Lessor shall not be required to indemnify any Indemnitee for loss or liability resulting solely from the willful misconduct or negligence of such Indemnitee. The provisions of this Section shall survive the expiration or earlier termination of this Interchange Agreement.

15.

All risks of loss or damage to an aircraft leased pursuant to this Interchange Agreement, from whatever cause (except for acts of willful misconduct or negligence of Lessee or its officers, agent, servants or employees), are hereby assumed by Lessor. If the aircraft is damaged, and is capable of being repaired, the Lessor shall have the option (subject to the insurer’s rights under any relevant insurance policy) of either repairing or replacing its aircraft or terminating this Interchange Agreement.

16.	The parties to this Interchange Agreement agree and covenant that this Interchange Agreement or any interest herein may not be assigned without the written consent of the other party.

17.

The term of this Interchange Agreement is from month to month unless and until cancelled by either party upon 30 days written notice to the other. It is agreed and understood, by and between the parties, that this is an interchange agreement for equal aircraft time, when needed, under the Interchange Agreement provisions of Part 91, Subpart F (Sections 91.501 (b) (6) and (c) (2)) of the FARs, and time of utilization is to be measured in aircraft flight hours as opposed to a calendar time period.

18.	This Interchange Agreement shall be construed in accordance with and governed by the laws of the State of Arkansas.

19.

All notices and other communications under this Interchange Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by delivery in person, by telefax (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or by a reputable overnight courier service, addressed as follows:

If to MOUSA : Murphy Oil USA, Inc.

422 North Washington Avenue

El Dorado, AR 71730

Attn: John Moore

Telephone: (870) 875-7517

Telefax: (870) 862-5299

If to Murphy: Murphy Oil Corporation

200 E ast Peach St (71730)

P.O. Box 7000

El Dorado, AR 71731-7000

Attn: Kelli M. Hammock

Telephone: (870) 864-6286

Telefax: (870) 864-6231

or to such other person or address as either party shall from time to time designate by writing to the other party.

20.	If any provision of this Interchange Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

21.

This Interchange Agreement constitutes the entire agreement, both written and oral, among the parties and their respective representatives with respect to the subject matter hereof and is not intended to confer upon any other person any rights or remedies hereunder not expressly granted thereto. This Interchange Agreement shall not be amended or modified unless in writing duly signed by the parties.

22.	This Interchange Agreement may be executed in counterparts, each of which shall be deemed an original, but all counterparts shall constitute one instrument.

23.	TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FARS :

a.	MOUSA HEREBY CERTIFIES THAT THE MOUSA AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS INTERCHANGE AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.

b.	MURPHY HEREBY CERTIFIES THAT MURPHY’S AIRCRAFT HAVE BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS INTERCHANGE AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.

c.	MOUSA , WHOSE ADDRESS AND AUTHORIZED SIGNATURE APPEAR BELOW, AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE MOUSA AIRCRAFT IS OPERATED UNDER THIS INTERCHANGE AGREEMENT, CHM/PRUET SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THAT AIRCRAFT.

BY: /s/ Craig Smart

NAM E: Craig Smart

TITLE: Chief Pilot

ADDRESS: 422 North Washington Avenue

El Dorado, AR 71730

d.	MURPHY, WHOSE ADDRESS AND AUTHORIZED SIGNATURE APPEAR BELOW, AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE CHM/PRUET AIRCRAFT IS OPERATED UNDER THIS INTERCHANGE AGREEMENT, CHM/PRUET SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THAT AIRCRAFT.

BY: /s/ B. Scott Cowling

NAME: B. Scott Cowling

TITLE: Aviation Manager

ADDRESS: 200 E ast Peach Street (71730)

P.O. Box 7000

El Dorado, AR 71731-7000

THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FARS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. THE PARTIES HEREBY AGREE TO SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO: FEDERAL AVIATION ADMINISTRATION, AIRCRAFT REGISTRATION BRANCH ATTN: TECHNICAL STATION, P.O. BOX 25724, OKLAHOMA CITY, OKLAHOMA 73125, WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY FAR 91.23 (c) (1).

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have placed their hands on this 30th day of August 2013 .

MURPHY OIL CORPORATION MURPHY OIL USA, INC.

BY: /s/ Walter K. Compton BY: /s/ John A. Moore

NAME: Walter K. Compton NAME: John A. Moore

TITLE: Senior Vice President and General Counsel TITLE: General Counsel and Secretary

[Interchange Agreement Signature Page]

Exhibit 10.9

EXECUTION VERSION

J.P.MORGAN

CREDIT AGREEMENT

dated as of

August 30, 2013,

among

MURPHY USA INC.,

MURPHY OIL USA, INC.,

The BORROWING SUBSIDIARIES Party Hereto

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

___________________________

J.P. MORGAN SECURITIES LLC and REGIONS BUSINESS CAPITAL,

as Joint-Lead Arrangers and Joint-Bookrunners

Regions Bank

as Syndication Agent

TABLE OF CONTENTS


		Page

ARTICLE I

Definitions


SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	55
SECTION 1.03.	Terms Generally	55
SECTION 1.04.	Accounting Terms; GAAP; Pro Forma Calculations	56
SECTION 1.05.	Effectuation of Transactions	57
SECTION 1.06.	Status of Obligations	57
SECTION 1.07.	Obligations Joint and Several	57
SECTION 1.08.	Excluded Swap Obligations	57

ARTICLE II

The Credits


SECTION 2.01.	Commitments	59
SECTION 2.02.	Loans and Borrowings	59
SECTION 2.03.	Requests for Borrowings	60
SECTION 2.04.	Swingline Loans	61
SECTION 2.05.	Protective Advances	62
SECTION 2.06.	Letters of Credit	63
SECTION 2.07.	Funding of Borrowings	70
SECTION 2.08.	Interest Elections	71
SECTION 2.09.	Termination and Reduction of Commitments	72
SECTION 2.10.	Repayment of Loans; Evidence of Debt	73
SECTION 2.11.	Amortization of Term Loans	74
SECTION 2.12.	Prepayment of Loans	74
SECTION 2.13.	Fees	76
SECTION 2.14.	Interest	78
SECTION 2.15.	Alternate Rate of Interest	78
SECTION 2.16.	Increased Costs	79
SECTION 2.17.	Break Funding Payments	80
SECTION 2.18.	Taxes	81
SECTION 2.19.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	85
SECTION 2.20.	Mitigation Obligations; Replacement of Lenders	88
SECTION 2.21.	Defaulting Lenders	90
SECTION 2.22.	Incremental Facilities	92
SECTION 2.23.	Extension Offers	95
SECTION 2.24.	Refinancing Provisions for the Term Facility	96
SECTION 2.25.	Additional Borrowing Subsidiaries and Subsidiary Guarantors	98
SECTION 2.26.	Hedging Agreements	98

ARTICLE III

Representations and Warranties


SECTION 3.01.	Organization; Powers	99
SECTION 3.02.	Authorization; Enforceability	99
SECTION 3.03.	Governmental Approvals; Absence of Conflicts	99
SECTION 3.04.	Financial Condition; No Material Adverse Change	100
SECTION 3.05.	Properties	101
SECTION 3.06.	Litigation and Environmental Matters	101
SECTION 3.07.	Compliance with Laws and Agreements	102
SECTION 3.08.	Investment Company Status	102
SECTION 3.09.	Taxes	102
SECTION 3.10.	ERISA; Labor Matters	102
SECTION 3.11.	Subsidiaries and Joint Ventures; Disqualified Equity Interests	103
SECTION 3.12.	Insurance	103
SECTION 3.13.	Solvency	103
SECTION 3.14.	Disclosure	103
SECTION 3.15.	Collateral Matters	104
SECTION 3.16.	Federal Reserve Regulations	104
SECTION 3.17.	Use of Proceeds	105

ARTICLE IV

Conditions


SECTION 4.01.	Effective Date	105
SECTION 4.02.	Each Credit Event	108
SECTION 4.03.	Initial Credit Event in Respect of Each Borrowing Subsidiary	109

ARTICLE V

Affirmative Covenants


SECTION 5.01.	Financial Statements and Other Information	110
SECTION 5.02.	Notices of Material Events	112
SECTION 5.03.	Additional Subsidiaries	113
SECTION 5.04.	Information Regarding Collateral; Deposit and Securities Accounts	113
SECTION 5.05.	Existence; Conduct of Business	114
SECTION 5.06.	Payment of Obligations and Taxes	114
SECTION 5.07.	Maintenance of Properties	114
SECTION 5.08.	Insurance	114
SECTION 5.09.	Books and Records; Inspection and Audit Rights	115
SECTION 5.10.	Compliance with Laws	115


SECTION 5.11.	Use of Proceeds and Letters of Credit	115
SECTION 5.12.	Further Assurances	115
SECTION 5.13.	Spin-Off Documents	116
SECTION 5.14.	Control Agreements	116
SECTION 5.15.	Field Examinations and Appraisals	116

ARTICLE VI

Negative Covenants


SECTION 6.01.	Indebtedness; Certain Equity Securities	117
SECTION 6.02.	Liens	119
SECTION 6.03.	Fundamental Changes; Business Activities	121
SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	122
SECTION 6.05.	Asset Sales	124
SECTION 6.06.	Sale/Leaseback Transactions	125
SECTION 6.07.	Hedging Agreements	125
SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	126
SECTION 6.09.	Transactions with Affiliates	127
SECTION 6.10.	Restrictive Agreements	127
SECTION 6.11.	Consolidated Fixed Charge Coverage Ratio	128
SECTION 6.12.	Secured Leverage Ratio	128
SECTION 6.13.	Fiscal Year	128

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous


SECTION 9.01.	Notices	137
SECTION 9.02.	Waivers; Amendments	139
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	142
SECTION 9.04.	Successors and Assigns	144
SECTION 9.05.	Survival	148
SECTION 9.06.	Counterparts; Integration; Effectiveness	149
SECTION 9.07.	Severability	149
SECTION 9.08.	Right of Setoff	150
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	150


SECTION 9.10.	WAIVER OF JURY TRIAL	151
SECTION 9.11.	Headings	151
SECTION 9.12.	Confidentiality	151
SECTION 9.13.	Interest Rate Limitation	152
SECTION 9.14.	Release of Liens and Guarantees	152
SECTION 9.15.	USA PATRIOT Act Notice	153
SECTION 9.16.	No Fiduciary Relationship	153
SECTION 9.17.	Non-Public Information	153
SECTION 9.18.	Judgment Currency	154


SCHEDULES :

Schedule 1.01	—	Existing Letters of Credit
Schedule 2.01	—	Commitments
Schedule 3.11	—	Subsidiaries and Joint Ventures
Schedule 3.12	—	Insurance
Schedule 6.01	—	Existing Indebtedness
Schedule 6.01(j)	—	Letters of Credit
Schedule 6.02	—	Existing Liens
Schedule 6.04	—	Existing Investments
Schedule 6.10	—	Existing Restrictions

EXHIBITS :

Exhibit A	—	Form of Assignment and Assumption
Exhibit B	—	Form of Borrowing Base Certificate
Exhibit C	—	Form of Borrowing Base Certificate
Exhibit D-1	—	Form of Borrowing Subsidiary Joinder Agreement
Exhibit D-2	—	Form of Borrowing Subsidiary Termination
Exhibit E	—	Form of Guarantee and Collateral Agreement
Exhibit F	—	Form of Compliance Certificate
Exhibit G	—	Form of Interest Election Request
Exhibit H	—	Form of Perfection Certificate
Exhibit I	—	Form of Supplemental Perfection Certificate
Exhibit J-1	—	Form of U.S. Tax Certificate for Non-U.S. Lenders that
		are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit J-2	—	Form of U.S. Tax Certificate for Non-U.S. Lenders that
		are Partnerships for U.S. Federal Income Tax Purposes
Exhibit J-3	—	Form of U.S. Tax Certificate for Non-U.S. Participants that
		are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit J-4	—	Form of U.S. Tax Certificate for Non-U.S. Participants that
		are Partnerships for U.S. Federal Income Tax Purposes

CREDIT AGREEMENT dated as of August 30 , 2013, among MURPHY USA INC., MURPHY OIL USA , INC., the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ ABL Collection Account ” has the meaning assigned to such term in the Collateral Agreement.

“ ABL Prepayment Event ” means:

(a) any sale, transfer, lease or other disposition (including pursuant to a Sale/Leaseback Transaction or by way of merger or consolidation) of any asset o f Murphy USA, a Borrower or any Restricted Subsidiary, including any sale or issuance to a Person other than Murphy USA, a Borrower or any Subsidiary of Equity Interests in any Restricted Subsidiary, other than (i) dispositions described in clauses (a) through ( h ) of Section 6.05 and (ii) other dispositions resulting in aggregate Net Proceeds not exceeding $ 2, 500,000 during any fiscal year of Murphy USA;

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of Murp hy USA, a Borrower or any Restricted Subsidiary resulting in aggregate Net Proceeds of $ 2, 500,000 or more during any fiscal year of Murphy USA; or

(c) t he incurrence by Murphy USA, a Borrower or any Restricted Subsidiary of any Indebtedness, other than any Indebtedness permitted to be incurred by Section 6.01.

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to the Alternate Base Rate.

“ Account ” has the meaning assigned to such term in the Collateral Agreement.

“ Account Debtor ” means any Person obligated on an Account.

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under common Control with the Person specified; provided that for purposes of Section 6.09, the term “Affiliate” also means any Person that is a director or an executive officer of the Person specified, any Person that directly or indirectly beneficially owns Equity Interests in the Person speci fied representing 10 % or more of the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in the Person specified and any Person that would be an Affiliate of any such beneficial owner pursuant to this definition (but without giving effect to this proviso).

“ Aggregate Revolving Commitment ” means, at any time, the sum of the Revolving Commitments of all the Revolving Lenders at such time.

“ Aggregate Revolving Exposure ” means, at any time, the sum of the Revolving Exposures of all the Revolving Lenders at such time.

“ Aggregate Revolving Total Exposure ” means, as of any date, the sum of the Aggregate Revolving Exposure and the aggregate principal amount of the Protective Advances as of such date.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% per annum and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1% per annum. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the rate per annum appearing on Reuters Screen LIBOR01 Page displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute screen provided by Reuters, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen, as reasonably determined by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, on such day for deposits in dollars with a maturity of one month. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the

effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Anti-Corruption Laws ” means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery or corruption.

“ Applicable Commitment Fee Rate ” means, with respect to the commitment fees payable hereunder at any time, (a) 0.25% per annum at any time when the aggregate Available Revolving Commitments are less than 50% of the Aggregate Revolving Commitment and (b) 0.375% per annum at all other times.

“ Applicable Creditor ” has the meaning set forth in Section 9.18(b).

“ Applicable Percentage ” means, at any time, with respect to any Revolving Lender, the percentage of the Aggregate Revolving Commitment represented by such Lender’s Revolving Commitment at such time. If all the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

“ Applicable Revolving Rate ” means, for any day, with respect to any ABR Loan or Eurocurrency Loan that is a Revolving Loan or a Swingline Loan, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurocurrency Spread”, as the case may be, based upon the Average Availability for the fiscal quarter of Murphy USA then most recently ended; provided that the Applicable Revolving Rate shall be based on the rates per annum set forth in Category 1 from the Effective Date to the end of the fiscal quarter in which the Effective Date occurs:

	Average Availability	ABR Spread	Eurocurrency Spread
Category 1	> $300,000,000	0.50%	1.50%
Category 2	≤ $300,000,000 and > $150,000,000	0.75%	1.75%
Category 3	≤ $150,000,000	1.00%	2.00%

For purposes of the foregoing, the Applicable Revolving Rate shall be determined as of the end of each fiscal quarter of Murphy USA; provided that at any time that an Event of Default has occurred and is continuing the Applicable Revolving Rate shall be determined by reference to Category 3 if the Required Lenders shall so elect.

“ Applicable Term Rate ” means, for any day, (a) with respect to any ABR Loan or Eurocurrency Loan of a Class of Term Loans established pursuant to Section

2.23 or 2.24, the rate per annum specified therefor in the applicable Extension Agreement or Refinancing Facility Agreement and (b) with respect to any ABR Loan or Eurocurrency Loan that is a Tranche A Term Loan, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurocurrency Spread”, as the case may be, based upon the Secured Leverage Ratio as of the end of the fiscal quarter of Murphy USA for which consolidated financial statements have been delivered (or were required to have been delivered) pursuant to Section 5.01(a) or 5.01(b); provided that, for purposes of clause (b), until the date of the delivery of the consolidated financial statements pursuant to Section 5.01(a) or 5.01(b) as of and for the first fiscal quarter ended after the Effective Date, the Applicable Term Rate shall be based on the rates per annum set forth in Category 1:

Secured Leverage Ratio:

ABR
Spread

Eurocurrency
Spread

Category 1

≤ 3 . 0 0 to 1.00

1.75%

2.75%

Category 2

> 3.00 to 1.00

2.00%

3.00%

For purposes of the foregoing, each change in the Applicable Term Rate resulting from a change in the Secured Leverage Ratio shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change. Notwithstanding the foregoing, the Applicable Term Rate shall be based on the rates per annum set forth in Category 2 (i) at any time that an Event of Default has occurred and is continuing if the Required Lenders shall so elect or (ii) if Murphy USA and the Company fail to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) or any Compliance Certificate required to be delivered pursuant hereto, in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof.

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arranger ” means each of J.P. Morgan Securities LLC, and Regions Business Capital in its capacity as a joint-lead arranger and joint-bookrunner for the credit facilities provided for herein.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee, with the consent of any Person whose consent is required by Section 9.04, and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” when used with respect to any Sale/Leaseback Transaction means (a) in the case of a Sale/Leaseback Transaction accounted for as a Capital Lease Obligation, the amount thereof determined in accordance with GAAP and (b) in the case of any other Sale/Leaseback Transaction, the present value (discounted at a rate equivalent to the interest rate implicit in the lease, compounded on a semiannual basis) of the total obligations of the lessee for rental payments, after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, utilities and other similar expenses payable by the lessee pursuant to the terms of the lease, during the remaining term of the lease or until the earliest date on which the lessee may terminate such lease without penalty or upon payment of a penalty (in which case the rental payments shall include such penalty).

“ Availability ” means, at any time, the difference between (a) the lesser at such time of the Borrowing Base and the Aggregate Revolving Commitment and (b) the Aggregate Revolving Total Exposure at such time.

“ Available Revolving Commitment ” means, with respect to any Lender at any time, the Revolving Commitment of such Lender then in effect minus the sum of the aggregate principal amount of such Lender’s outstanding Revolving Loans and LC Exposure at such time. The Applicable Percentage of such Lender of the aggregate principal amount of Swingline Loans and Protective Advances shall be disregarded for purposes of calculating such Lender’s Available Commitment.

“ Average Availability ” means, for any fiscal quarter, the quotient of (a) the sum of the amounts of Availability for each day during such fiscal quarter divided by (b) the number of days in such fiscal quarter ( excluding , in the case of the fiscal quarter in which the Effective Date occurs, each day prior to t he Effective Date ).

“ Banking Services ” means each and any of the following bank services provided to Murphy USA or any Subsidiary by any Banking Services Bank: credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Banking Services Bank ” means any Person that is a Lender or an Affiliate of any Lender at the time it enters into or becomes party to an agreement in respect of any Banking Services (or, in the case of any such agreements in effect on the Effective Date, is a Lender or an Affiliate of any Lender on the Effective Date).

“ Banking Services Obligations ” of the Loan Parties means any and all obligations of Murphy USA or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) owed to a Banking Services Bank in connection with Banking Services provided by such Banking Services Bank .

“ Banking Services Reserves ” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services Obligations.

“ Bankruptcy Event ” means, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided , however , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.

“ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrowers ” means the Company and the Borrowing Subsidiaries.

“ Borrowing ” means (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan or (c) a Protective Advance.

“ Borrowing Base ” means, at any time, the sum of:

(a) 100% of Eligible Cash at such time, plus

(b) 90% of the Eligible Credit Card Receivables at such time, plus

(c) 90% of the Eligible Investment Grade Accounts minus the Dilution Reserve applicable to such Accounts, minus any other Reserve s applicable to such Accounts, plus

(d) 85% of the Eligible Other Accounts minus the Dilution Reserve applicable to such Accounts, minus any other Reserve s applicable to such Accounts, plus

(e) 80% of the Eligible Midstream Refined Products Inventory at such time, plus

(f) 75% of the Eligible Retail Refined Products Inventory at such time, plus

(g) the lesser of (i) 70% of the Eligible Retail Merchandise Inventory at such time, valued at cost, determined on an average cost basis, minus the Reserves applicable to Eligible Retail Merchandise Inventory, and (ii) 85% of the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent of the Eligible Retail Merchandise Inventory at such time, valued at cost, determined on an average cost basis, minus the Reserves applicable to Eligible Retail Merchandise Inventory, minus

(h) any other Reserves established by the Administrative Agent in its Permitted Discretion

The amount of Refined Products Inventory for purposes of determining the Borrowing Base shall be (a) determined at any time for Eligible Midstream Refined Products Inventory based upon the then applicable benchmark market pricing, which shall be such benchmark pricing as the Administrative Agent may from time to time determine in consultation with the Company and (b) for any Eligible Retail Refined Products Inventory, the book value thereof as set forth in the applicable Loan Party’s accounts, which book value shall be determined for each category of refined product on a basis consistent with that used for determining such book value therefor on the date hereof. Notwithstanding anything contained herein to the contrary, as of any date of determination, the portion of the Borrowing Base attributable to Eligible Retail Refined Products Inventory and Eligible Retail Merchandise Inventory, ta ken together, shall not exceed 40 % of the Borrowing Base.

The Administrative Agent may, in its Permitted Discretion, establish or adjust Reserves, with any such changes to be effective 3 days after delivery of notice thereof to the Company and the Lenders; provided that no such prior notice shall be required for (A) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized, or (B) changes to Reserves or the establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such Reserves not changed or established prior to the expiration of such 3 day period. The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(c) of this Agreement ( as adjusted to reflect Reserves established by the Administrative Agent in the exercise of its Permitted Discretion based upon any additional information received after the date of delivery of such Borrowing Base Certificate ). In connection with the delivery of each Borrowing Base Certificate, the Company shall provide supplemental documentation as the Company and the Administrative Agent shall agree.

The parties understand that eligibility criteria, the Dilution Reserve and any other Reserves that may be imposed as provided herein, any deductions or other adjustments to determine “book value” and the face amount of Accounts and factors considered in the calculation of Net Orderly Liquidation Value of Eligible Retail Merchandise Inventory have the effect of reducing the Borrowing Base, and, accordingly, whether or not any provisions hereof so state, all of the foregoing shall be determined without duplication so as not to result in multiple reductions in the Borrowing Base for the same facts or circumstances.

At the time of any disposition of a Loan Party, or any disposition outside the ordinary course of business of, or any casualty or condemnation event affecting, assets reflected in the then-current Borrowing Base having a fair market value of $25,000,000 or more, the Company shall give the Administrative Agent written notice of such disposition, casualty or condemnation event together with such information as shall be required for the Administrative Agent to adjust the Borrowing Base to reflect such disposition.

“ Borrowing Base Certificate ” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Company, in substantially the form of Exhibit B or another form which is acceptable to the Administrative Agent in its sole discretion.

“ Borrowing Request ” means a request by the Borrowers for a Borrowing in accordance with Section 2.03 or 2.04, as applicable, which shall be, in the case of any such written request, in the form of Exhibit C or any other form approved by the Administrative Agent.

“ Borrowing Subsidiary ” means each Subsidiary named as such on the signature pages hereto and each other Subsidiary that has become a Borrowing Subsidiary as provided in Section 2.25 and has not ceased to be a Borrowing Subsidiary as provided in such Section.

“ Borrowing Subsidiary Joinder Agreement ” means an agreement in the form of Exhibit D-1 hereto, duly executed by the Company and the applicable Borrowing Subsidiary.

“ Borrowing Subsidiary Termination ” means an agreement in the form of Exhibit D-2 hereto, duly executed by the Company.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Calumet Transaction ” means the transfer, distribution or sale of the so-called “Northern Crude Gathering System”.

“ Capital Expenditures ” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of Murphy USA and its consolidated Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of Murphy USA and its consolidated Restricted Subsidiaries for such period prepared in accordance with GAAP, excluding (i) any such expenditures made to restore, replace or rebuild assets to the condition of such assets immediately prior to any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, such assets to the extent of insurance proceeds, condemnation awards or damage recovery proceeds relating to any such casualty, damage, taking, condemnation or similar proceeding and (ii) any such expenditures constituting Permitted Acquisitions or any other acquisition of all the Equity Interests in, or all or substantially all the assets of (or the assets constituting a business unit, division, product line or line of business of), any Person and (b) such portion of principal payments on Capital Lease Obligations made by Murphy USA and its consolidated Restricted Subsidiaries during such period as is attributable to additions to property, plant and equipment that have not otherwise been reflected on the consolidated statement of cash flows as additions to property, plant and equipment for such period.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP, and the final maturity of such obligations shall be the date of the last payment of such amounts due under such lease (or other arrangement) prior to the first date on which such lease (or other arrangement) may be terminated by the lessee without payment of a premium or a penalty. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.

“ Cash Collateral Account ” means a deposit account of the Company maintained at the Administrative Agent and subject to a Control Agreement into which funds will be deposited for inclusion in the Borrowing Base as Eligible Cash and from which withdrawals may be made only with the consent of the Administrative Agent.

“ Cash Dominion Period ” means (a) each period when a Specified Event of Default shall have occurred and be continuing and (b) each period (i) commencing on any day when Availability has for three consecutive Business Days been less than the greater of (A) 20.0% of the lesser of (i) the Aggregate Revolving Commitment then in effect and (ii) the Borrowing Base then in effect, and (B) $80,000,000, and (ii) ending after Availability has been greater than the amount set forth in clause (i) above for 30 consecutive calendar days during which period no Event of Default shall have occurred and be continuing; provided that if in any 12-month period a Cash Dominion Period shall have commenced three times, then the third Cash Dominion Period shall continue until the later of (1) the first day after Availability has been greater than the amount set forth in clause (i) above for 30 consecutive calendar days during which period no Event of

Default shall have occurred and be continuing and (2) the first day after the last day of such 12-month period.

“ CFC ” means (a) each Person that is a “controlled foreign corporation” for purposes of the Code and (b) each subsidiary of any such controlled foreign corporation.

“ Change in Control ” means (a) the acquisition of ownership by any Person other than Murphy USA of any Equity Interest in any Borrower; (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder) (i) of Equity Interests in Murphy USA if such acquisition would not be permitted under Section 9 of the Tax Matters Agreement or (ii ) other than any person or entity that is included in the definition of Murphy Family, of Equity Interests in Murphy USA representing more than 50 % of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in Murphy USA; (c) persons who were (i) directors of Murphy USA on the Effective Date, (ii) nominated by the board of directors of Murphy USA or (iii) appointed by directors who were directors of Murphy USA on the Effective Date or were nominated as provided in clause (ii) above, ceasing to occupy a majority of the seats (excluding vacant seats) on the board of directors of Murphy USA; or (d) the occurrence of a “Change of Control” as define d in the Senior Notes Documents .

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed t o be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued .

“ Charges ” has the meaning set forth in Section 9.13.

“ Class ”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche A Term Loans, Swingline Loans or Protective Advances, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment or a Tranche A Term Commitment, or an Incremental Revolving Commitment, and (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class. Additional Classes of Loans, Borrowings, Commitments and Lenders may be established pursuant to Sections 2.23 and 2.24.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Secured Obligations.

“ Collateral Access Agreement ” means any landlord waiver or other agreement, in form and substance satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time .

“ Collateral Agreement ” means the Guarantee and Collateral Agreement among Murphy USA, the Borrowers, the other Loan Parties and the Administrative Agent, substantially in the form of Exhibit E, together with all supplements thereto.

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:

(a) the Administrative Agent shall have received from Murphy USA, the Company, each Borrowing Subsidiary and each other Domestic Subsidiary that is not an Excluded Subsidiary either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Person or (ii) in the case of any Person that becomes a Borrowing Subsidiary or a Subsidiary Guarantor after the Effective Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, together with documents and opinions of the type referred to in paragraphs (b) and (c) of Section 4.01 with respect to such Borrowing Subsidiary or Subsidiary Guarantor;

(b) all Equity Interests in any Borrowing Subsidiary or other Restricted Subsidiary owned by or on behalf of any Loan Party shall have been pledged pursuant to the Collateral Agreement and, in the case of Equity Interests in any Foreign Subsidiary, where the Administrative Agent so requests in connection with the pledge of such Equity Interests, a Foreign Pledge Agreement ( provided that the Loan Parties shall not be required to pledge more than 66% of the outstanding voting Equity Interests in any CFC or FSHCO ) and the Administrative Agent shall, to the extent required by the Collateral Agreement, have received certificates or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) all documents and instruments, including Uniform Commercial Code financing statements, required by applicable law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents,

shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording;

(d) the Administrative Agent shall have received a counterpart, duly executed and delivered by the applicable Loan Party and the applicable depositary bank or securities intermediary, as the case may be, of a Control Agreement with respect to (i) each deposit account maintained by any Loan Party with any depositary bank (other than any Excluded Deposit Account) and (ii) each securities account maintained by any Loan Party with any securities intermediary (other than any Excluded Securities Account), and the requirements of the Collateral Agreement relating to the concentration and application of collections on accounts shall have been satisfied;

(e) each Loan Party shall have obtained all landlord, warehouseman, agent, bailee and processor acknowledgments required to be obtained by it pursuant to the Collateral Agreement, if any, and all other consents and approvals, if any, required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, any particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if and for so long as the Administrative Agent, in consultation with Murphy USA and the Company, determines that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to Murphy USA and the Subsidiaries), shall be excessive in view of the benefits to be obtained by the Lenders therefrom , it being understood that no Loan Party shall be required to grant any security interest in any liquor license. The Administrative Agent may grant extensions of time for the creation and perfection of security interests in or the obtaining of legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

“ Commitment ” means a Revolving Commitment, a Tranche A Term Commitment, an Incremental Revolving Commitment or any combination thereof (as the context requires). Additional Classes of Commitments may be established pursuant to Sections 2.23 and 2.24.

“ Commitment Letter ” means the commitment letter dated July 8, 2013, between the Company, J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A.

“ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to Section 9.01, including through the Platform.

“ Company ” means Murphy Oil USA Inc., a Delaware corporation.

“ Compliance Certificate ” means a Compliance Certificate in the form of Exhibit F or any other form approved by the Administrative Agent.

“ Concentration Account ” has the meaning assigned to such term in the Collateral Agreement.

“ Confidential Information Memorandum ” means the Confidential Information Memorandum dated July 2013, relating to the credit facilities provided for herein.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Cash Interest Expense ” means, for any period, the excess of (a) the sum, without duplication, of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of Murphy USA and its consolidated Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest or other financing costs becoming payable during such period in respect of Indebtedness of Murphy USA or its consolidated Restricted Subsidiaries to the extent such interest or other financing costs shall have been capitalized rather than included in consolidated interest expense for such period in accordance with GAAP, (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(ii) below that were amortized or accrued in a previous period and (iv) any cash dividends paid during such period in respect of Disqualified Equity Interests in Murphy USA minus (b) to the extent included in the sum of the amounts described in clause (a) for such period, the sum of (1) noncash amounts attributable to amortization or write-off of capitalized interest or other financing costs paid in a previous period, (2) noncash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period and (3) noncash amounts attributable to pay-in-kind interest or other noncash interest expense (including as a result of purchase accounting) . Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Cash Interest Expense for any period ending prior to the first anniversary of the Effective Date, Consolidated Cash Interest Expense shall be an amount equal to actual Consolidated Cash Interest Expense from the Effective Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Effective Date through the date of determination. For purposes of calculating Consolidated Cash Interest Expense for any period, if during such period Murphy USA, the Company or any other Restricted

Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Consolidated Cash Interest Expense for such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.04(b).

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period, plus

(a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of

(i) consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations) and all other expenses described in clause (a)(i) and (iv) of the definition of Consolidated Cash Interest Expense for such period) ,

(ii) consolidated income tax expense for such period,

(iii) all amounts attributable to depreciation for such period and amortization of intangible assets for such period,

(iv) any extraordinary loss or any net loss realized by Murphy USA, the Company and the Restricted Subsidiaries in connection with any asset disposition (including any disposition of an Ethanol Sub sidiary) for such period,

(v) any noncash expenses for such period resulting from the grant of stock options or other equity-based incentives to any director, officer or employee of Murphy USA, the Company or any other Restricted Subsidiary pursuant to a written plan or agreement approved by the board of directors of Murphy USA,

(vi) any losses for such period attributable to early extinguishment of Indebtedness or obligations under any Hedging Agreement,

(vii) any unrealized losses for such period attributable to the application of “mark to market” accounting in respect of Hedging Agreements,

(viii) the cumulative effect for such period of a change in accounting principles

(ix) any other noncash charge which does not represent a cash item in such period or any future period (including any impairment charge or asset write-off related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, but excluding any additions to bad debt reserves or bad debt expense, any noncash charge that results from the write-down or write-off of inventory, any noncash charge that results from the write-down or write-off of accounts receivable or that is in respect of any other item that was included in Consolidated Net Income in a prior period and any noncash charge to the extent it represents an accrual of or a reserve for cash expenditures in any future period) and

(x) any fees and expenses for such period (if incurred prior to September 30, 2013) relating to the Transactions, in an aggregate amount for all periods not to exceed $ 50,000,000 ;

provided that any cash payment made with respect to any noncash items added back in computing Consolidated EBITDA for any prior period pursuant to this clause (a) (or that would have been added back had this Agreement been in effect during such prior period) shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made; and minus

(b) without duplication and to the extent included in determining such Consolidated Net Income,

(i) any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP,

(ii) any gains for such period attributable to the early extinguishment of Indebtedness or obligations under any Hedging Agreement,

(iii) any unrealized gains for such period attributable to the application of “mark to market” accounting in respect of Hedging Agreements

(iv) noncash items of income for such period (excluding any noncash items of income (A) in respect of which cash was received in a prior period or will be received in a future period or (B) that represents the reversal of any accrual made in a prior period for anticipated cash charges, but only to the extent such accrual reduced Consolidated EBITDA for such prior period) and

(v) the cumulative effect for such period of a change in accounting principles;

provided further that Consolidated EBITDA shall be calculated so as to exclude the effect of any gain or loss that represents after-tax gains or losses attributable to any sale, transfer or other disposition of assets by Murphy USA or any of its consolidated Restricted Subsidiaries, other than dispositions of inventory and other dispositions in the ordinary course of business. All amounts added back in computing Consolidated EBITDA for any period pursuant to clause (a) above, and all amounts subtracted in computing Consolidated EBITDA pursuant to clause (b) above, to the extent such amounts are, in the reasonable judgment of a Financial Officer of Murphy USA, attributable to any Restricted Subsidiary that is not wholly owned by Murphy USA, shall be reduced by the portion thereof that is attributable to the noncontrolling interest in such Restricted Subsidiary. Notwithstanding anything to the contrary contained herein, but subject to the next sentence, Consolidated EBITDA shall be deemed to be $ 51,119,000 , $ 117,797,000 , $ 60,627,000 and $ 129,788,000 for the fiscal quarters ended September 30, 2012, December 31, 2012, March 31, 2013, and June 30, 2013, respectively. For purposes of calculating Consolidated EBITDA for any period, if during such period Murphy USA, the Company or any other Restricted Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Consolidated EBITDA for such period

shall be calculated after giving pro forma effect thereto in accordance with Section 1.04(b).

“ Consolidated Fixed Charge Coverage Ratio ” means, for any Test Period, the ratio for Murphy USA and its consolidated Restricted Subsidiaries of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Fixed Charges for such Test Period. For purposes of calculating the Fixed Charge Coverage Ratio, Consolidated Fixed Charges shall be deemed to be (A) for the four fiscal quarter period ended on the last day of the first fiscal quarter ending after the Effective Date, Consolidated Fixed Charges for such fiscal quarter multiplied by four, (B) for the four fiscal quarter period ended on the last day of the second fiscal quarter ending after the Effective Date, Consolidated Fixed Charges for the two fiscal quarters then most recently ended multiplied by two, and (C) for the four fiscal quarter period ended on the last day of the third fiscal quarter ending after the Effective Date, Consolidated Fixed Charges for the three fiscal quarters then most recently ended multiplied by 4/3; provided that, in the event the Effective Date shall have occurred after the first day of the first fiscal quarter ending after the Effective Date, Consolidated Fixed Charges for such fiscal quarter shall be deemed, for purposes of clauses (A), (B) and (C) above, to be Consolidated Fixed Charges for the period from and including the Effective Date to and including the last day of such fiscal quarter, multiplied by a fraction equal to (x) 90 divided by (y) the number of days actually elapsed from and including the Effective Date to and including the last day of such fiscal quarter.

“ Consolidated Fixed Charges ” means, for any period, the sum, without duplication, of (a) Consolidated Cash Interest Expense for such period, (b) the aggregate amount of scheduled principal payments made during such period in respect of Long ‑Term Indebtedness of Murphy USA and its consolidated Restricted Subsidiaries (other than payments made by Murphy USA or any Restricted Subsidiary to Murphy USA or a Subsidiary), (c) the aggregate amount of principal payments (other than scheduled principal payments) made during such period in respect of Long ‑Term Indebtedness of Murphy USA and its consolidated Restricted Subsidiaries (other than payments made by Murphy USA or any Restricted Subsidiary to Murphy USA or a Subsidiary), but only to the extent that such payments reduced any scheduled principal payments that would have become due within one year after the date of the applicable payment, (d) the aggregate amount of (i) principal payments on Capital Lease Obligations, determined in accordance with GAAP, and (ii) principal payments on other Indebtedness of the type described in Section 6.01(f), in each case made by Murphy USA and the Restricted Subsidiaries during such period, (e) Capital Expenditures for such period (except to the extent attributable to the incurrence of Capital Lease Obligations or otherwise financed by incurring purchase money Long-Term Indebtedness), (f) the aggregate amount of income taxes paid in cash by Murphy USA and the Restricted Subsidiaries during such period, (g) cash contributions to Plans in respect of minimum ERISA funding requirements for such period, and (h) the aggregate amount of Restricted Payments made by Murphy USA and the Restricted Subsidiaries during such period (other than (i) Restricted Payments made to Murphy USA or a Restricted Subsidiary, (ii) Restricted Payments made solely in additional Equity Interests otherwise permitted hereunder and (iii) Restricted Payments made in reliance on clause (iii) or (iv) of

Section 6.08(a)). For purposes of calculating Consolidated Fixed Charges for any period, if during such period Murphy USA, the Company or any other Restricted Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.04(b).

“ Consolidated Net Income ” means, for any period, the net income or loss of Murphy USA and its consolidated Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income of any Person (other than Murphy USA) that is not a consolidated Restricted Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to Murphy USA, the Company or, subject to clauses (b) and (c) below, any other consolidated Restricted Subsidiary during such period, (b) the income of any consolidated Restricted Subsidiary (other than a Subsidiary Loan Party) to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Subsidiary is not permitted without any prior approval of any Governmental Authority that has not been obtained or is not permitted by the operation of the terms of the organizational documents of such Subsidiary, any agreement or other instrument binding upon Murphy USA or any Restricted Subsidiary or any law applicable to Murphy USA or any Restricted Subsidiary, unless such restrictions with respect to the payment of cash dividends and other similar cash distributions have been legally and effectively waived, and (c) the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Restricted Subsidiary that is not wholly owned by Murphy USA to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such consolidated Restricted Subsidiary.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Control Agreement ” means, with respect to any deposit account or securities account maintained by any Loan Party, a control agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by such Loan Party and the depositary bank or the securities intermediary, as the case may be, with which such account is maintained.

“ Covenant Period ” has the meaning set forth in Section 6.11.

“ Credit Card Receivables ” means any Account or Payment Intangible due to any Loan Party in connection with purchases from and other goods and services provided by such Loan Party on Walmart gift cards or on the following credit cards: Visa, MasterCard, American Express, Diners Club, Discover, Carte Blanche, Walmart and such other credit cards as the Administrative Agent shall reasonably approve from time to time (including Wright Express, if so approved) , in each case which have been originated

in the ordinary course of business by such Loan Party and earned by performance by such Loan Party but not yet paid to such Loan Party by the gift card issuer, the credit card issuer or the credit card processor, as applicable, and which represents the bona fide amount due to a Borrower from such gift card issuer, credit card processor or credit card issuer; provided that, in any event, “Credit Card Receivables” shall exclude Accounts and Payment Intangibles due in connection with proprietary credit cards.

“ Credit Party ” means the Administrative Agent, each Issuing Bank, the Swingline Lender and each other Lender.

“ Default ” means any event or condition that constitutes, or upon notice, lapse of time or both would constitute, an Event of Default.

“ Defaulting Lender ” means any Revolving Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans, (ii) to fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) to pay to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not been satisfied, (b) has notified Murphy USA, the Borrowers or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent (specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party made in good faith to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit, Swingline Loans and Protective Advances, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“ Dilution Factors ” shall mean, without duplication, including without duplication of any other adjustment s already in effect as eligibility criteria or Reserves, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash credits (including all volume discounts, trade discounts and rebates) which are recorded to reduce Accounts (other than Credit Card Receivables) in a manner consistent with current and historical accounting practices of the Loan Parties.

“ Dilution Ratio ” shall mean, at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the

12 most recently ended fiscal months divided by (b) total gross sales (other than sales giving rise to Credit Card Receivables) for such 12 months.

“ Dilution Reserve ” shall mean, at any date, the product of (a) the excess of the applicable Dilution Ratio over 5.00% multiplied by (b) as applicable, the Eligible Investment Grade Accounts or the Eligible Other Accounts.

“ Disqualified Equity Interest ” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

(c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by Murphy USA or any Subsidiary, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date 180 days after the latest Maturity Date (determined as of the date of issuance thereof); provided , however , that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Loan Document Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit and the termination or expiration of the Commitments and (ii) an Equity Interest in any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“ Distribution Agreement ” means the Separation and Distribution Agreement to be entered into on or prior to the Effective Date between Murphy Oil and Murphy USA, pursuant to which Murphy Oil shall effect the Spin-Off, the terms of which will be consistent in all material respects with the information set forth in the Form 10 as in effect on the Signing Date .

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Subsidiary ” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“ Eligible Accounts ” means, at any time, the Accounts of any Loan Party, but excluding Credit Card Receivables and any other Account:

(a) which is not subject to a first priority perfected Lien in favor of the Administrative Agent pursuant to the Collateral Agreement securing the Secured Obligations;

(b) which is subject to any Lien whatsoever other than a Lien in favor of the Administrative Agent and Permitted Encumbrances that do not have priority over the Lien securing the Secured Obligations created by the Collateral Agreement;

(c) (i) with respect to which the scheduled due date is more than 60 days after the date of the original invoice therefor, (ii) which is unpaid more than 60 days after the date of the original invoice therefor or more than 30 days after the original due date therefor or (iii) which has been written off the books of the applicable Loan Party or otherwise designated as uncollectible (in determining the aggregate amount owing from each Account Debtor with respect to Accounts that are unpaid either more than 60 days after the date of the original invoice therefor or more than 30 days after the original due date, such aggregate amount shall not be reduced to give effect to any credits extended by, or amounts owing from, the Loan Parties to such Account Debtor);

(d) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible pursuant to clause (c) above;

(e) other than with respect to Accounts of Wright Express, which is owing by (i) an Investment Grade Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliat es to the Loan Parties exceeds 35 % of the aggregate Eligible Accounts or (ii) any other Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affilia tes to the Loan Parties exceeds 25 % of the aggregate Eligible Accounts;

(f) with respect to which any covenant, representation or warranty contained in this Agreement or in the Loan Documents has been breached or is not true;

(g) which (i) other than in the case of Wright Express Credit Card Receivables, does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon the completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;

(h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by the applicable Loan Party or if such Account was invoiced more than once;

(i) with respect to which any check or other instrument of payment has been returned uncollected for any reason;

(j) which is owed by an Account Debtor which (i) is the subject of any Bankruptcy Event, (ii) is liquidating, dissolving or winding up its affairs, (iii) is otherwise deemed not creditworthy by the Administrative Agent in its Permitted Discretion, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) has become insolvent, or (vi) has ceased operation of its business;

(k) which is owed by any Account Debtor which has sold all or a substantially all its assets;

(l) which is owed by an Account Debtor which (i) does not have its principal place of business in the U.S. or (ii) is not organized under applicable law of the U.S. or any state of the U.S. unless, in any such case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent;

(m) which is owed in any currency other than dollars;

(n) which is owed by (i) any Governmental Authority of any country other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent, or (ii) any Governmental Authority of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;

(o) which is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or stockholder of any Loan Party or any of its Affiliates;

(p) which the Administrative Agent determines may not be paid by reason of the Account Debtor’s inability to pay;

(q) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(r) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

(s) which is evidenced by any promissory note, judgment, chattel paper or instrument;

(t) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the applicable Loan Party to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Loan Party has filed such report or qualified to do business in such jurisdiction;

(u) with respect to which the applicable Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business (but only to the extent of any such reduction), or any Account which was partially paid and the applicable Loan Party created a new receivable for the unpaid portion of such Account;

(v) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(w) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than the applicable Loan Party has or has had an ownership interest in such goods, or which indicates any party other than the applicable Loan Party as payee or remittance party;

(x) which was created on cash on delivery terms; or

(y) which is not a true and correct statement of a bona fide obligation incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor.

In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without

duplication, to the extent not reflected in such face amount, (i) to the extent not otherwise reflected in the eligibility criteria or as a Dilution Factor, the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the applicable Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Loan Party to redu ce the amount of such Account.

Notwithstanding anything to the contrary contained herein, no Account acquired or originated by any Person acquired or formed after the Effective Date shall be included as an Eligible Account until a field examination with respect thereto has been completed to the satisfaction of the Administrative Agent, including the establishment of any Reserves required in the Administrative Agent’s Permitted Discretion. Field examinations conducted pursuant to this paragraph shall not count against the number of field examinations permitted pursuant to Section 5.15.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, a natural person or Murphy USA, a Borrower, any other Subsidiary or any other Affiliate of Murphy USA.

“ Eligible Cash ” means, at any time, the funds on deposit in the Cash Collateral Account at such time.

“ Eligible Credit Card Receivables ” means, as of any date of determination, each Credit Card Receivable that satisfies all the requirements set forth below:

(a) such Credit Card Receivable is owned by a Loan Party and such Loan Party has good and marketable title to such Credit Card Receivable;

(b) such Credit Card Receivable has not been outstanding for more than five Business Days (or, in the case of any Credit Card Receivable in resp e ct of a Walmart gift card, 1 5 Business D ays) ;

(c) the gift card issuer, the credit card issuer or credit card processor of the applicable credit card with respect to such Credit Card Receivable (i) is not the subject of any Bankruptcy Event, (ii) is not liquidating, dissolving or winding up its affairs, (iii) is not otherwise deemed not creditworthy by the Administrative Agent in its Permitted Discretion, (iv) has not admitted in writing its inability, or is not generally unable to, pay its debts as they become due, (v) has not become insolvent, and (vi) has not ceased operation of its business;

(d) such Credit Card Receivable is a valid, legally enforceab le obligation of the applicable gift card issuer, credit card issuer with respect thereto;

(e) such Credit Card Receivable is subject to a first priority perfected Lien in favor of the Administrative Agent pursuant to the Collateral Agreement securing the Secured Obligations (and, for avoidance of doubt, constitutes Collateral);

(f) such Credit Card Receivable is not subject to any Lien whatsoever other than a Lien in favor of the Administrative Agent and Permitted Encumbrances that do not have priority over the Lien securing the Secured Obligations created by the Collateral Agreement;

(g) such Credit Card Receivable conforms in all material respects to all representations, warranties or other provisions in the Loan Documents or in the credit card agreements relating to such Credit Card Receivable;

(h) if such Credit Card Receivable is subject to risk of set-off, non-collection or not being processed due to unpaid and/or accrued credit card processor fee balances, or if a claim, counterclaim, offset or chargeback has been asserted by the applicable gift card issuer, credit card issuer or credit card processor, the face amount thereof for purposes of determining the Borrowing Base has been reduced by the amount of such unpaid and/or accrued credit card processor fees or such claim, counterclaim, offset or chargeback;

(i) such Credit Card Receivable is not evidenced by chattel paper or an instrument of any kind unless such chattel paper or instrument is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent.

In determining the amount of an Eligible Credit Card Receivable, the face amount thereof may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all customary fees and expenses in connection with the credit card arrangements applicable thereto and (ii) the aggregate amount of all cash received in respect thereof but not yet applied by the applicable Loan Party to reduce the amount of such Eligible Credit Card Receivable.

“ Eligible Inventory ” means, at any time, the Inventory of the Loan Parties, but excluding any Inventory:

(a) which is not subject to a first priority perfected Lien in favor of the Administrative Agent pursuant to the Collateral Agreement securing the Secured Obligations;

(b) which is subject to any Lien or any other right of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure a Loan Party’s performance with respect to that Inventory) whatsoever other than a Lien in favor of the

Administrative Agent and Permitted Encumbrances that do not have priority over the Lien securing the Secured Obligations pursuant to the terms of the Collateral Agreement (or, in the case of Inventory at a terminal or warehouse or in transit with a common carrier or other third party carrier , any Lien in respect of which an appr o priate Reserve shall have been established by the Administrative Agent in its Permitted Discretion) ;

(c) which is, in the Administrative Agent’s opinion, slow moving, obsolete, unmerchantable, defective, used, unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;

(d) with respect to which any covenant, representation or warranty contained in this Agreement or in the Loan Documents has been breached or is not true or which does not conform to all standards imposed by any Governmental Authority or is not covered by casualty insurance as required by the provisions of this Agreement;

(e) in which any Person other than the applicable Loan Party shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

(f) which is not finished goods or which constitutes work-in-process, raw materials, spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business;

(g) which is not located in the U.S. or is in transit with a common carrier or other third party carrier from vendors and suppliers, provided that Inventory in transit within the U.S. may be included as Eligible Inventory despite the foregoing provision of this clause (g) so long as:

(i) if the applicable Loan Party’s rights with respect thereto are evidenced by a bill of lading or comparable Document, such Document either (A) is non-negotiable or (B) has been delivered to the Administrative Agent,

(ii) the common carrier or other third party carrier is not an Affiliate of the applicable vendor or supplier, and

(iii) the customs broker is not an Affiliate of the Company ;

(h) which is located in any location leased by the applicable Loan Party unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve for rent, charges and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;

(i) which is located in any third party storage facility or is in the possession of a bailee (other than a third party processor) and (i) is evidenced by a negotiable warehouse or terminal receipt or comparable Document unless such Document has been delivered to the Administrative Agent or (ii) is not evidenced by a Document, unless (A) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (B) an appropriate Reserve has been established by the Administrative Agent in its Permitted Discretion;

(j) which is being processed offsite at a third party location or outside processor (it being understood that the blending of gasoline and ethanol at a terminal is not “processing” for purposes of this clause ( j )), or is in-transit to or from such third party location or outside processor (unless eligible under clause (g) above) ;

(k) which is a discontinued product or component thereof;

(l) which is the subject of a consignment by a Loan Party as consignor;

(m) which is perishable;

(n) which contains or bears any intellectual property rights licensed to a Loan Party unless the Administrative Agent is satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

(o) which is not reflected in a current perpetual inventory report of the applicable Loan Party (unless such Inventory is reflected in a report to the Administrative Agent as “in transit” Inventory); or

(p) for which reclamation rights have been asserted by the seller.

Notwithstanding the foregoing, the amount of Inventory shall be adjusted (1) as required to eliminate intercompany profit, (2) to true up cost by eliminating intercompany performance incentives and (3) to reflect general ledger adjustments that have the effect of reducing Inventory value on th e perpetual accounting system.

Notwithstanding anything to the contrary contained herein, no Inventory acquired or originated by any Person acquired or formed after the Effective Date shall be included as Eligible Inventory until a field examination (and, if required by the Administrative Agent, an Inventory appraisal) with respect thereto has been completed to the satisfaction of the Administrative Agent, including the establishment of any Reserves required in the Administrative Agent’s Permitted Discretion. Field examinations and appraisals conducted pursuant to this paragraph shall not count against the number of field examinations or appraisals permitted pursuant to Section 5.15.

“ Eligible Investment Grade Accounts ” means, at any time, the Eligible Accounts of any Loan Party at such time owed by Investment Grade Account Debtors.

“ Eligible Midstream Refined Products Inventory ” means Refined Products Inventory of a Loan Party which (a) is not held for sale at a retail station and (b) qualifies as Eligible Inventory.

“ Eligible Other Accounts ” means, at any time, the Eligible Accounts of any Loan Party at such time that are not Eligible Investment Grade Accounts.

“ Eligible Retail Merchandise Inventory ” means Retail Merchandise Inventory of a Loan Party which is held for sale in the ordinary course of business at a retail station operated by such Loan Party and, unless otherwise approved by the Administrative Agent in its Permitted Discretion, (a) is not located, stored or maintained outside of any retail station owned or leased by a Loan Party and (b) qualifies as Eligible Inventory.

“ Eligible Retail Refined Products Inventory ” means Refined Products Inventory of a Loan Party which is held for sale in the ordinary course of business at a retail station operated by such Loan Party that, unless otherwise approved by the Administrative Agent in its Permitted Discretion, (a) is not located, stored or maintained outside of any retail station owned or leased by a Loan Party and (b) qualifies as Eligible Inventory.

“ Environmental Laws ” means all rules, regulations, codes, ordinances, judgments, orders, decrees , directives and other laws, and all injunctions, written notices or binding agreements, issued, promulgated or entered into by or with any Governmental Authority and relating in any way to the environment, to preservation or reclamation of natural resources, to the management, Release or threatened Release of , or human exposure to, any explosive, radioactive, hazardous or toxic substance or waste or other pollutant, including petroleum or petroleum distillates .

“ Environmental Liability ” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties and indemnities), to the extent directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials to the extent arising from or relating to any Environmental Law , (c) human

exposure to any Hazardous Materials, (d) the presence, Release or threatened Release of any Hazardous Materials or (e) any contract, binding agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership interests, whether voting or nonvoting, in, or interests in the income or profits of, a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing (other than, prior to the date of such conversion, Indebtedness that is convertible into any such Equity Interests) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with Murphy USA or any Subsidiary, is treated as a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or 414(o) of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 ‑day notice period is waived), (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by Murphy USA or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (f) the receipt by Murphy USA or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the incurrence by Murphy USA or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or (h) the receipt by Murphy USA or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from Murphy USA or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA.

“ Ethanol Subsidiaries ” means Hankinson Holding, LLC, Hankinson Renewable Energy, LLC and Hereford Renewable Energy, LLC

“ Eurocurrency ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Events of Default ” has the meaning set forth in Article VII.

“ Exchange Act ” means the United States Securities Exchange Act of 1934.

“ Excluded Deposit Account ” means (a) any deposit account the funds in which are used solely for the payment of salaries and wages, workers’ compensation and similar expenses (including payroll taxes) in the ordinary course of business, (b) any deposit account that is a zero-balance disbursement account, (c) any deposit account the funds in which consist solely of (i) funds held by Murphy USA or any Subsidiary in trust for any director, officer or employee of Murphy USA or any Subsidiary or any employee benefit plan maintained by Murphy USA or any Subsidiary or (ii) funds representing deferred compensation for the directors and employees of Murphy USA and the Subsidiaries, (d) any deposit account the funds in which consist solely of cash earnest money deposits or funds deposited under escrow or similar arrangements in connection with any letter of intent or purchase agreement for a Permitted Acquisition or any other transaction permitted hereunder , (e) any deposit account in to which are deposited station receipts and from which the available funds are swept to the Concentration Account at the end of each Business Day (whether directly or through local concentration accounts that are in turn swept to the Concentration Account on such Business Day) and ( f ) other deposit accounts to the extent the aggregate daily balance in all such accounts does not at any time exceed $ 10,000,000 .

“ Excluded Securities Account ” means any securities account the securities entitlements in which consist solely of (a) securities entitlements held by Murphy USA or any Subsidiary in trust for any director, officer or employee of Murphy USA or any Subsidiary or any employee benefit plan maintained by Murphy USA or any Subsidiary or (b) securities entitlements representing deferred compensation for the directors and employees of Murphy USA and the Subsidiaries.

“ Excluded Subsidiary ” means (a) any Unrestricted Subsidiary, (b) any CFC and (c) any FSHCO; provided , that no Subsidiary that Guarantees the Senior Notes or any other Material Indebtedness of Murphy USA, the Company or any Domestic Subsidiary that is not itself an Excluded Subsidiary shall be an Excluded Subsidiary.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for

the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Section 2.20(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.18(f) and (d) any withholding Taxes imposed under FATCA.

“ Existing Letter of Credit ” means each letter of credit previously issued for the account of the Company or any Subsidiary that (a) is outstanding on the Effective Date and (b) is listed on Schedule 1.01.

“ Existing Revolving Borrowings ” has the meaning set forth in Section 2.22(e).

“ Extending Lender ” has the meaning set forth in Section 2.23(a).

“ Extension Agreement ” means an Extension Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among Murphy USA, the Company, the Administrative Agent and one or more Extending Lenders, effecting an Extension Permitted Amendment and such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.23.

“ Extension Offer ” has the meaning set forth in Section 2.23(a).

“ Extension Permitted Amendment ” means an amendment to this Agreement and the other Loan Documents, effected in connection with an Extension Offer pursuant to Section 2.23, providing for an extension of the Maturity Date applicable to the Extending Lenders’ Loans and/or Commitments of the applicable Extension Request Class (such Loans or Commitments being referred to as the “ Extended Loans ” or “ Extended Commitments ”, as applicable) and, in connection therewith, (a) an increase or decrease in the rate of interest accruing on such Extended Loans, (b) in the case of Extended Loans that are Term Loans of any Class, a modification of the scheduled amortization applicable thereto, provided that the weighted average life to maturity of such Extended Loans shall be no shorter than the remaining weighted average life to maturity (determined at the time of such Extension Offer) of the Term Loans of such Class , (c) in the case of Extended Commitments that are Revolving Commitments of any Class, an extension of the termination date applicable thereto (which in each case shall be for a period of one year ) , (d) a modification of voluntary or mandatory prepayments applicable thereto (including prepayment premiums and other restrictions thereon), provided that in the case of Extended Loans that are Term Loans, such requirements may provide that such Extended Loans may participate in any mandatory prepayments on a pro rata basis (or on a basis that is less than a pro rata basis) with the Loans of the applicable Extension Request Class, but may not provide for prepayment

requirements that are more favorable than those applicable to the Loans of the applicable Extension Request Class, (e) an increase in the fees payable to, or the inclusion of new fees to be payable to, the Extending Lenders in respect of such Extension Offer or their Extended Loans or Extended Commitments and/or (f) an addition of any affirmative or negative covenants applicable to Murphy USA, the Company and the Subsidiaries, provided that any such additional covenant with which Murphy USA, the Company and the Subsidiaries shall be required to comply prior to the latest Maturity Date in effect immediately prior to such Extension Permitted Amendment for the benefit of the Extending Lenders providing such Extended Loans or Extended Commitments shall also be for the benefit of all other Lenders .

“ Extension Request Class ” has the meaning set forth in Section 2.23(a).

“ FATCA ” means (i) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to the foregoing and (ii) any similar law adopted by any non-U.S. Governmental Authority pursuant to an intergovernmental agreement between such non-U.S. jurisdiction and the United States .

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fee Letters ” has the meaning set forth in the Commitment Letter.

“ Financial Officer ” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“ Financing Transactions ” means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party , the creation of the Guarantees and Liens created thereby , the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and (b) the execution, delivery and performance by each Loan Party of the Senior Notes Documents to which it is to be a party, the issuance of the Senior Notes and the use of the proceeds thereof.

“ Foreign Lender ” means (a) if the applicable Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if the applicable Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or

organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“ Foreign Pledge Agreement ” means a pledge or charge agreement granting a Lien on Equity Interests in a Foreign Subsidiary to secure the Secured Obligations, governed by the law of the jurisdiction of organization of such Foreign Subsidiary and in form and substance reasonably satisfactory to the Administrative Agent.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

“ Form 10 ” means the Form 10 Registration Statement and the exhibits thereto filed by Murphy USA with the Securities and Exchange Commission on May 6, 2013, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 20, 2013 , Amendment No. 2 filed on June 28, 2013 , and Amendment No. 3 filed on July 18, 2013 , and as the same may subsequently be amended by amendments filed with the Securities and Exchange Commission .

“ FSHCO ” means each Domestic Subsidiary substantially all of the assets of which consist of voting Equity Interests in CFCs.

“ GAAP ” means generally accepted accounting principles in the United States of America, applied in accordance with the consistency requirements thereof.

“ Governmental Approvals ” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, Governmental Authorities.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

“ Guarantee ” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty

issued to support such Indebtedness or other obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of the Indebtedness or other obligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by the chief financial officer of Murphy USA)).

“ Hazardous Materials ” means all explosive, radioactive, hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedging Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction, or any option or similar agreement, involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt securities or instruments, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or combination of the foregoing transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Murphy USA, the Company or the other Subsidiaries shall be a Hedging Agreement.

“ Immediate Family ” of a P erson means such P erson’s spouse, children, siblings, parents, mother-in-law and father-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law.

“ Incremental Facility Agreement ” means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among Murphy USA, the Company, the Administrative Agent and one or more Incremental Revolving Lenders, establishing Incremental Revolving Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.22.

“ Incremental Revolving Commitment ” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant to an Incremental Facility Agreement and Section 2.22, to make Revolving Loans and to acquire participations in Letters of Credit, Swingline Loans and Protective Advances hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Total Exposure under such Incremental Facility Agreement.

“ Incremental Revolving Lender ” means a Lender with an Incremental Revolving Commitment.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (excluding trade accounts payable incurred in the ordinary course of business), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current accounts payable incurred in the ordinary course of business, (ii) deferred compensation payable to directors, officers or employees of Murphy USA, the Company or any other Subsidiary and (iii) any purchase price adjustment or earnout incurred in connection with an acquisition, except to the extent that the amount payable pursuant to such purchase price adjustment or earnout is, or becomes, reasonably determinable), (e) all Capital Lease Obligations of such Person, (f) the maximum aggregate amount of all letters of credit and letters of guaranty in respect of which such Person is an account party, (g) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) all Disqualified Equity Interests in such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Equity Interests or Indebtedness into which such Disqualified Equity Interests are convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Equity Interests, (i) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed by such Person, and (j) all Guarantees by such Person of Indebtedness of others. The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such other Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“ Indemnitee ” has the meaning set forth in Section 9.03(b).

“ Intercompany Settlements ” has the meaning assigned thereto in the definition of “Transactions” .

“ Interest Election Request ” means a request by the Company to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.08, which shall be, in the case of any such written request, in the form of Exhibit G or any other form approved by the Administrative Agent.

“ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swingline Loan or Protective Advance), the first Business Day following the last

day of each March, June, September and December, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, such day or days prior to the last day of such Interest Period as shall occur at intervals of three months’ duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan or Protective Advance, the day that such Loan is required to be repaid.

“ Interest Period ” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Inventory ” has the meaning assigned to such term in the Collateral Agreement.

“ Investment ” means, with respect to a specified Person, any Equity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or any capital contribution or loans or advances (other than advances made in the ordinary course of business that would be recorded as accounts receivable on the balance sheet of the specified Person prepared in accordance with GAAP) to, Guarantees of any Indebtedness or other obligations of, or any other investment (including any investment in the form of transfer of property for consideration that is less than the fair value thereof (as determined reasonably and in good faith by the chief financial officer of Murphy USA)) in, any other Person that are held or made by the specified Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the form of a Guarantee shall be determined in accordance with the definition of the term “Guarantee”, (c) any Investment in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any Person shall be the fair value (as determined reasonably and in good faith by the chief financial officer of Murphy USA) of the consideration therefor (including any Indebtedness assumed in connection therewith), plus the fair value (as so determined) of all additions, as of such date of determination, thereto, and minus the amount, as of such date of determination, of any portion of such Investment repaid to the investor in cash as a repayment of principal or a return of

capital, as the case may be, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the time of such Investment, (d) any Investment (other than any Investment referred to in clause (a), (b) or (c) above) in the form of a transfer of Equity Interests or other property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair value (as determined reasonably and in good faith by the chief financial officer of Murphy USA) of such Equity Interests or other property as of the time of such transfer (less, in the case of any investment in the form of transfer of property for consideration that is less than the fair value thereof, the fair value (as so determined) of such consideration as of the time of the transfer), minus the amount, as of such date of determination, of any portion of such Investment repaid to the investor in cash as a return of capital, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the time of such transfer, and (e) any Investment (other than any Investment referred to in clause (a), (b), (c) or (d) above) in any Person resulting from the issuance by such Person of its Equity Interests to the investor shall be the fair value (as determined reasonably and in good faith by the chief financial officer of Murphy USA) of such Equity Interests at the time of the issuance thereof.

“ Investment Grade Account Debtor ” means, at any time, an Account Debtor that at such time has a corporate credit rating of BBB- or higher by S&P or Baa3 or higher by Moody’s.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means (a) JPMorgan Chase Bank, N.A., (b) solely in respect of any Existing Letter of Credit, the Person that is the issuer thereof and (c) each Revolving Lender that shall have become an Issuing Bank hereunder as provided in Section 2.06(j) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.06(k)), each in its capacity as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit).

“ Judgment Currency ” has the meaning set forth in Section 9.18(b).

“ LC Disbursement ” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate amount of all Letters of Credit remaining available for drawing at such time and (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time, adjusted to give effect to

any reallocation under Section 2.21 of the LC Exposures of Defaulting Lenders in effect at such time.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Facility Agreement or a Refinancing Facility Agreement, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement and any Existing Letter of Credit, other than any such letter of credit that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.

“ LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, a rate per annum equal to the London interbank offered rate as administered by the British Bankers Association (or any other Person that takes over the administration of such rate) for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate (currently page LIBOR01) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest or other encumbrance on, in or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, synthetic lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Document Obligations ” has the meaning set forth in the Collateral Agreement.

“ Loan Documents ” means this Agreement, the Incremental Facility Agreements, the Extension Agreements, the Refinancing Facility Agreements, each Borrowing Subsidiary Joinder Agreement, each Borrowing Subsidiary Termination Agreement, the Collateral Agreement, the other Security Documents, any agreement designating an additional Issuing Bank as contemplated by Section 2.06(j) and, except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.10(c).

“ Loan Parties ” means Murphy USA, the Company, the Borrowing Subsidiaries and each other Subsidiary Loan Party.

“ Loans ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“ Long-Term Indebtedness ” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“ Majority in Interest ”, when used in reference to Lenders of any Class, means, at any time, (a) in the case of the Revolving Lenders, Lenders having Revolving Total Exposures and unused Revolving Commitments representing more than 50% of the sum of the Aggregate Revolving Total Exposure and the unused Aggregate Revolving Commitment at such time and (b) in the case of the Term Lenders of any Class, Lenders holding outstanding Term Loans of such Class representing more than 50% of all Term Loans of such Class outstanding at such time.

“ Material Acquisition ” means any acquisition, or a series of related acquisitions, of (a) Equity Interests in any Person if, after giving effect thereto, such Person will become a Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person; provided that the aggregate consideration therefor (including Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) exceeds $25,000,000.

“ Material Adverse Effect ” means an event or condition that has had, or could reasonably be expected to have, in a material adverse effect on (a) the business, assets, liabilities, operations or condition (financial or otherwise) of Murphy USA, the Company and the other Subsidiaries, taken as a whole, (b) the ability of the Loan Parties to perform their obligations under the Loan Documents or (c) the rights of or benefits available to the Lenders under the Loan Documents. For the avoidance of doubt, the occurrence of any event or condition that results in the Spin-Off being taxable to Murphy Oil , except if neither Murphy USA nor the Company shall be required to indemnify Murphy Oil pursuant to the Tax Matters Agreement for any tax liability resulting from such event or condition, shall be a Material Adverse Effect.

“ Material Disposition ” means any sale, transfer or other disposition, or a series of related sales, transfers or other dispositions, of (a) all or substantially all the issued and outstanding Equity Interests in any Person that are owned by Murphy USA, the Company or any other Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person; provided that the aggregate consideration therefor (including Indebtedness assumed by the transferee in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) exceeds $25,000,000.

“ Material Indebtedness ” means Indebtedness (other than the Loans, Letters of Credit and Guarantees under the Loan Documents), or obligations in respect of one or more Hedging Agreements, of any one or more of Murphy USA, the Company and the other Subsidiaries in an aggregate principal amount of $25,000,000 or more. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Murphy USA, the Company or any other Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Murphy USA, the Company or such other Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“ Maturity Date ” means, as the context requires, the Revolving Maturity Date, the Tranche A Term Maturity Date or the maturity date set forth in the applicable Extension Agreement or Refinancing Facility Agreement for any Class of Loans established pursuant to Section 2.23 or 2.24.

“ Maximum Rate ” has the meaning set forth in Section 9.13.

“ MNPI ” means material information concerning Murphy USA, the Company, any other Subsidiary or any Affiliate of any of the foregoing or their securities that has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD under the Securities Act and the Exchange Act. For purposes of this definition, “material information” means information concerning Murphy USA, the Company, the other Subsidiaries or any Affiliate of any of the foregoing, or any of their securities, that could reasonably be expected to be material for purposes of the United States federal and state securities laws and, where applicable, foreign securities laws.

“ M OC Group ” has the meaning assigned to such term in the definition of “Transactions”.

“ Moody’s ” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Murphy Family ” means (1) (i) the C.H. Murphy Family Investments Limited Partnership; (ii) the estate and descendants of C.H. Murphy, Jr.; (iii) the siblings of the late C.H. Murphy, Jr. and their respective estates and descendants; (iv) the respective Immediate Family of, Immediate Family of descendants of and descendants of Immediate Family of, any individual included in clause (ii) or (iii); (v) any trust established for the benefit of any of the foregoing or any charitable trust or foundation established by any of the foregoing, and the respective trustees, fiduciaries and beneficiaries of any such trust or foundation acting in such capacity; and (vi) any corporation, limited partnership, limited liability company or other entity Controlled by any of the foregoing; and (2) any successor (other than by assignment or transfer) of any of the foregoing .

“ Murphy Oil ” means Murphy Oil Corporation, a Delaware corporation.

“ Murphy Oil Distribution ” has the meaning assigned thereto in the definition of “Transactions” .

“ Murphy USA ” means Murphy USA Inc., a Delaware corporation.

“ M USA Group ” has the meaning assigned to such term in the definition of “Transactions”.

“ Net Orderly Liquidation Value ” means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

“ Net Proceeds ” means, with respect to any event, (a) the cash (which term, for purposes of this definition, shall include cash equivalents) proceeds (including, in the case of any casualty, condemnation or similar proceeding, insurance, condemnation or similar proceeds) received in respect of such event, including any cash received in respect of any noncash proceeds, but only as and when received, net of (b) the sum, without duplication, of (i) all reasonable fees and out ‑of ‑pocket expenses paid in connection with su ch event by Murphy USA and the Subsidiaries to Persons that are not Affiliates of Murphy USA or any Subsidiary, (ii) in the case of a sale, transfer, lease or other disposition (including pursuant to a Sale/Leaseback Transaction or a casualty or a condemnation or similar proceeding) of an asset, the amount of all payments required to be made by Murphy USA and the Subsidiaries as a result of such event to repay Indebtedness (other than any Loans) secured by such asset and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by Murphy USA and the Subsidiaries, and the amount of any reserves established by Murphy USA and the Subsidiaries in accordance with GAAP to fund purchase price adjustment, indemnification and similar contingent liabilities (other than any earnout obligations) reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to the occurrence of such event (as determined reasonably and in good faith by the chief financial officer of Murphy USA ); provided that in the case of a sale of an Ethanol Sub sidiary or its assets, Net Proceeds will be further increased or reduced by the net settlement amount received or paid by Murphy USA, the C o mpany and the Subsidiaries in respect of any Hedging Agreements entered into by such Ethanol Sub sidiary to hedge corn prices ( but, in connection with the sale of an Ethanol Subsidiary , limited to the portion of such net settlement amount received or paid by Murphy USA or another Subsidiary not the subject of such sale) . For purposes of this definition, in the event any contingent liability reserve established with respect to any event as described in clause (b)(iii) above shall be reduced, the amount of such reduction shall, except to the extent such reduction is made as a result of a payment having been made in respect of the contingent liabilities with respect to which such reserve has been established, be deemed to be receipt, on the date of such reduction, of cash proceeds in respect of such event.

“ Non-Defaulting Lender ” means, at any time, any Revolving Lender that is not a Defaulting Lender at such time.

“OFAC ” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are impose d with respect to an assignment .

“ Participant Register ” has the meaning set forth in Section 9.04(c)(ii).

“ Participants ” has the meaning set forth in Section 9.04(c)(i).

“ Payment Intangibles ” has the meaning assigned to such term in the Collateral Agreement.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ Perfection Certificate ” means a certificate in the form of Exhibit H or any other form approved by the Administrative Agent.

“ Permitted Acquisition ” means the purchase or other acquisition by Murphy USA or any Subsidiary in a transaction or series of transactions of Equity Interests in, or all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person if (a) in the case of any purchase or other acquisition of Equity Interests in a Person, such Person (including each subsidiary of such Person) is organized under the laws of the United States of America, any State thereof or the District of Columbia and, upon the consummation of such acquisition, will be a wholly owned Subsidiary that is a Domestic Subsidiary (or, in the case of any such purchase or other acquisition structured as a tender offer followed by a merger, such Person (including each subsidiary of such Person) will become a wholly owned Subsidiary that is a Domestic Subsidiary reasonably promptly thereafter upon the consummation of the second-step merger), in each case including as a result of a merger or consolidation between any Subsidiary and such Person, or (b) in the case of any purchase or other acquisition of other assets, such assets will be owned by the Borrower or a Subsidiary Loan Party; provided that (i) such purchase or acquisition was

not preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on behalf of Murphy USA, the Company or any other Subsidiary, (ii) all transactions related thereto are consummated in accordance with applicable law, (iii) the business of such Person, or such assets, as the case may be, constitute a business permitted under Section 6.03(b), (iv) with respect to each such purchase or other acquisition, all actions required to be taken with respect to each newly created or acquired Subsidiary or assets in order to satisfy the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” shall have been taken (or arrangements for the taking of such actions satisfactory to the Administrative Agent shall have been made), (v) at the time of and immediately after giving effect to any such purchase or other acquisition, no Default shall have occurred and be continuing, (vi) after giving effect to such purchase or other acquisition, and any related incurrence of Indebtedness, on a pro forma basis in accordance with Section 1.04(b), (A) Availability shall exceed the greater of (1) 25% of the lesser of the aggregate Revolving Commitments and the Borrowing Base and (2) $100,000,000, and (B) Murphy USA and the Company shall be in compliance with the covenants set forth in Section 6.11 (determined as if a Covenant Period were then applicable) and, if any Term Loans shall be outstanding, Section 6.12 (calculated as of the last day of, or for, the period of four consecutive fiscal quarters of Murphy USA then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or prior to the first such delivery, as of, or for, such period ended on June 30, 2013) ) , provided that, for purposes of determining the Secured Leverage Ratio under Section 6.12, Total Indebtedness shall be determined on a pro forma basis as of the date of the consummation of such purchase or other acquisition and pro forma effect shall be given to such purchase or acquisition as provided in Section 1.04(b) and (vii) Murphy USA and the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer of Murphy USA or the Company, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all the requirements set forth in this definition have been satisfied with respect to such purchase or other acquisition, together with reasonably detailed calculations demonstrating satisfaction of the requirement set forth in clause (vi) above.

“ Permitted Discretion ” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment in accordance with the Administrative Agent’s credit policies .

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.06;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law (other than any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or a violation of Section 436 of the Code), arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.06;

(c) pledges and deposits made (i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of Murphy USA or any Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (i) above;

(d) pledges and deposits made (i) to secure the performance of bids, trade contracts (other than for payment of Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of Murphy USA or any Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (i) above;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of Murphy USA or any Subsidiary;

(g) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and securities accounts and other financial assets maintained with a securities intermediary; provided that such deposit accounts or funds and securities accounts or other financial assets are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by Murphy USA or any Subsidiary in excess of those required by applicable banking regulations;

(h) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into by Murphy USA and the Subsidiaries in the ordinary course of business;

(i) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee, in the property subject to any lease (other than Capital Lease Obligations), license or sublicense or concession agreement permitted by this Agreement;

(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and

(k) Liens that are contractual rights of set-off;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness, other than Liens referred to clauses (c) and (d) above securing letters of credit, bank guarantees or similar instruments .

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at the date of acquisition thereof, the highest credit rating obtainable from S&P or Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and demand or time deposits, in each case maturing within 180 days from the date of acquisition thereof, issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) money market funds that (i) comply with the criteria set forth in Rule 2a ‑7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and

(f) in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee pension benefit plan”, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is subject to the provisions of

Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Murphy USA or any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” has the meaning set forth in Section 9.01(d).

“ Prepayment Event ” means:

(a) any sale, transfer, lease or other disposition (including pursuant to a Sale/Leaseback Transaction or by way of merger or consolidation) of any asset of Murphy USA, a Borrower or any other Subsidiary, including any sale or issuance to a Person other than Murphy USA, a Borrower or any other Subsid iary of Equity Interests in any Subsidiary, other than (i) dispositions described in clauses (a) through ( h ) of Section 6.05 and (ii) other dispositions resulting in aggregate Net Proceeds not exceeding $ 2, 500,000 during any fiscal year of Murphy USA;

(b ) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of Murp hy USA, a Borrower or any other Subsidiary resulting in aggregate Net Proceeds of $ 2, 500,000 or more during any fiscal year of Murphy USA.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Private Side Lender Representatives ” means, with respect to any Lender, representatives of such Lender that are not Public Side Lender Representatives.

“ Projections ” has the meaning set forth in Section 3.04(e).

“ Protective Advances ” shall have the meaning assigned to such term in Section 2.05.

“ Public Side Lender Representatives ” means, with respect to any Lender, representatives of such Lender that do not wish to receive MNPI.

“ Recipient ” means the Administrative Agent, any Lender and any Issuing Bank, or any combination thereof (as the context requires).

“ Refinancing Facility Agreement ” means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among Murphy USA, the Company, the Administrative Agent and one or more Refinancing Term Lenders, establishing Refinancing Term Loan Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.24.

“ Refinancing Indebtedness ” means, in respect of any Indebtedness (the “ Original Indebtedness ”), any Indebtedness that extends, renews or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect thereof); provided that (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of such Original Indebtedness except by an amount no greater than accrued and unpaid interest with respect to such Original Indebtedness and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing; (b) the stated final maturity of such Refinancing Indebtedness shall not be earlier than that of such Original Indebtedness, and such stated final maturity shall not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes the stated final maturity of such Original Indebtedness; (c) such Refinancing Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default or a change in control or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of such Original Indebtedness) prior to the earlier of (i) the maturity of such Original Indebtedness and (ii) the date 180 days after the latest Maturity Date in effect on the date of such extension, renewal or refinancing, provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Refinancing Indebtedness shall be permitted so long as the weighted average life to maturity of such Refinancing Indebtedness shall be longer than the shorter of (x) the weighted average life to maturity of such Original Indebtedness remaining as of the date of such extension, renewal or refinancing and (y) the weighted average life to maturity of each Class of the Term Loans remaining as of the date of such extension, renewal or refinancing; (d) such Refinancing Indebtedness shall not constitute an obligation (including pursuant to a Guarantee) of any Subsidiary that shall not have been (or, in the case of after-acquired Subsidiaries, shall not have been required to become pursuant to the terms of the Original Indebtedness ) an obligor in respect of such Original Indebtedness, and shall not constitute an obligation of Murphy USA if Murphy USA shall not have been an obligor in respect of such Original Indebtedness, and, in each case, shall constitute an obligation of such Subsidiary or of Murphy USA only to the extent of their obligations in respect of such Original Indebtedness; (e) if such Original Indebtedness shall have been subordinated to the Loan Document Obligations, such Refinancing Indebtedness shall also be subordinated to the Loan Document Obligations on terms not less favorable in any material respect to the Lenders; and (f) such Refinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the terms thereof) or, in the event Liens securing such Original Indebtedness shall have been contractually subordinated to any Lien securing the Loan Document Obligations, by any Lien that shall not have been contractually subordinated to at least the same extent.

“ Refinancing Term Lender ” has the meaning set forth in Section 2.24(a).

“ Refinancing Term Loan ” has the meaning set forth in Section 2.24(a).

“ Refinancing Term Loan Commitments ” has the meaning set forth in Section 2.24(a).

“ Refined Products Inventory ” means Inventory consisting of gasoline, diesel fuel, ethanol fuel and other refined fuel products satisfactory to the Administrative Agent in its Permitted Discretion held for sale in the ordinary course of business by a Loan Party.

“ Register ” has the meaning set forth in Section 9.04(b).

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and of such Person’s Affiliates.

“ Release ” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“ Report ” means reports prepared by the Administrative Agent or another person showing the results of appraisals, field examinations or audits pertaining to the assets of any Loan Party from information furnished by or on behalf of any Loan Party, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports shall be distributed to the Lenders by the Administrative Agent.

“ Required Lenders ” means, subject to Section 2.21, at any time, Lenders having Loans, Revolving Total Exposures and unused Commitments representing more than 50% of the sum of the Loans, Revolving Total Exposures and unused Commitments at such time.

“ Reserves ” means any and all reserves which the Administrative Agent deems it appropriate, in its Permitted Discretion, to maintain (including, without limitation, reserves for excise tax collection and sales tax collection, transportation reserves, reserves for accrued and unpaid interest on the Loan Document Obligations, Banking Services Reserves, volatility reserves, reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves in respect of Inventory, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Secured Hedging Agreement Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Murphy USA, the Company or any other Subsidiary, or any payment or distribution (whether in cash,

securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, exchange, conversion, cancelation or termination of, or any other return of capital with respect to, any Equity Interests in Murphy USA, the Company or any other Subsidiary.

“ Restricted Subsidiary ” means a Subsidiary that is not an Unrestricted Subsidiary.

“ Resulting Revolving Borrowings ” has the meaning set forth in Section 2.22(e).

“ Retail Merchandise Inventory ” means snacks, beverages, tobacco products and non-food merchandise held for sale in the ordinary course of business by a Loan Party, but excluding lottery tickets.

“ Revolving Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

“ Revolving Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit, Swingline Loans and Protective Advances hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Total Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.22 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or the Incremental Facility Agreement pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $450,000,000.

“ Revolving Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and such Lender’s LC Exposure and Swingline Exposure at such time.

“ Revolving Lender ” means a Lender with a Revolving Commitment or Revolving Exposure.

“ Revolving Lender Parent ” means, with respect to any Revolving Lender, any Person in respect of which such Lender is a subsidiary.

“ Revolving Loan ” means a Loan made pursuant to clause (a) of Section 2.01.

“ Revolving Maturity Date ” means the fifth anniversary of the Effective Date (or, if such date is not a Business Day, the first Business Day following such date).

“ Revolving Total Exposure ” means, with respect to any Lender at any time, the sum of such Lender’s Revolving Exposure and its Applicable Percentage of the aggregate principal amount of the Protective Advances at such time.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Financial, Inc., and any successor to its rating agency business.

“ Sale/Leaseback Transaction ” means an arrangement relating to property owned by Murphy USA, the Borrowers or any other Subsidiary whereby Murphy USA, the Borrowers or such Subsidiary sells or transfers such property to any Person and Murphy USA, the Borrowers or any other Subsidiary leases such property, or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, from such Person or its Affiliates.

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of specially designated Persons maintained by OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a jurisdiction that is the subject of any Sanctions or (c) any Person controlled by any such Person.

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by OFAC or the U.S. Department of State.

“ SEC ” means the United States Securities and Exchange Commission.

“ Secured Hedging Agreement Obligations ” of a Loan Party means any and all obligations of such Loan Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Hedging Agreements permitted hereunder with a Person that is a Lender or an Affiliate of a Lender at the time it enters into such Hedging Agreement (or, in the case of any Hedging Agreement in effect on the Effective Date, is a Lender or an Affiliate of a Lender on the Effective Date), and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Hedging Agreement transaction; provide d that such Hedging Agreement is designated as a “Secured Hedging Agreement” in a writing from the Company and the provider thereof to the Administrative Agent in form and detail reasonably acceptable to the Administrative Agent substantially contemporaneously with the effectiveness of such Hedging Agreement (or, in the case of any Hedging Agreement in effect on the Effective Date, substantially contemporaneously wi th the Effective Date) .

“ Secured Leverage Ratio ” means, on any date, the ratio of (a) Total Indebtedness as of such date that is secured by a Lien on any asset or property of Murphy USA, the Company or any Restricted Subsidiary to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Murphy USA ended on or most recently prior to such date.

“ Secured Obligations ” has the meaning set forth in the Collateral Agreement.

“ Secured Parties ” has the meaning set forth in the Collateral Agreement.

“ Securities Act ” means the United States Securities Act of 1933.

“ Security Documents ” means the Collateral Agreement, the Foreign Pledge Agreements, the Control Agreements and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.03 or 5.12 or pursuant to any Loan Document to secure the Secured Obligations.

“ Senior Notes ” means up to $5 00,000,000 aggregate principal amount of senior unsecured notes of the Company issued prior to the Effective Date (and the net proceeds of which will be made available to the Company on the Effective Date ) and having a maturity not earlier than the day that is 91 days after the Revolving Maturity Date, and the Indebtedness represented thereby.

“ Senior Notes Documents ” means the indenture under which the Senior Notes are issued and all other instruments, agreements and other documents evidencing or governing the Senior Notes or providing for any Guarantee or other right in respect thereof.

“ S igning Date ” means August 6 , 2013.

“ Specified Event of Default ” means an Event of Default (a) arising under clause (a) or (b) of Article VII , (b) arising with respect to any Loan Party under clause (i) or (j) of Section 7.01 or (c) resulting from the failure to comply with Section 5.01(c), 5.14 or 6.12 or any representation or warranty contained in any Borrowing Base Certificate proving to have been incorrect in any material respect in a manner adverse to interests of the Lenders when made or deemed made.

“ Spin-Off ” has the meaning assigned to such term in the definition of “Transactions”.

“ Spin-Off Documents ” means the Distribution Agreement, the Tax Matters Agreement, the Trademark License Agreement and each other document entered into by any member of the MOC Group , on the one hand, and any member of the MUSA Group , on the other hand, in connection with the Transactions or required to be delivered thereunder, including the transition services agreement, the employee matters agreement, the trademark assignment agreement, the lease agreement s and the aircraft agreements referred to in the Form 10 or the Distribution Agreement .

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board of Governors to which the Administrative Agent is subject for eurocurrency

funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subordinated Indebtedness ” of any Person means any Indebtedness of such Person that is contractually subordinated in right of payment to any other Indebtedness of such Person.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, (a) any Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date and (b) any other Person (i) of which Equity Interests representing more than 50% of the equity value or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of Murphy USA (including the Company).

“ Subsidiary Guarantor ” means (a) each Borrowing Subsidiary and (b) each other Domestic Subsidiary that is not an Excluded Subsidiary.

“ Subsidiary Loan Party ” means each Subsidiary that is a party to this Agreement or the Collateral Agreement. Unless the context requires otherwise, the term “Subsidiary Loan Party” shall include the Company.

“ Supermajority Lenders ” means, subject to Section 2.21, at any time, Lenders having Term Loans, Revolving Total Exposures and unused Commitments representing at least 66.7% of the sum of the Term Loans, Revolving Total Exposures and unused Commitments at such time.

“ Supplemental Perfection Certificate ” means a certificate in the form of Exhibit I or any other form approved by the Administrative Agent.

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time, adjusted to give effect to any reallocation under Section 2.21 of the Swingline Exposures of Defaulting Lenders in effect at such time.

“ Swingline Lender ” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“ Swingline Loan ” means a Loan made pursuant to Section 2.04.

“ Syndication Agent ” means the Person named as such on the cover page of this Agreement.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tax Matters Agreement ” means the Tax Matters Agreement to be entered into prior to the Effective Date between Murphy Oil and Murphy USA, the terms of which will be consistent in all material respects with the information set forth in the Form 10 as in effect on the Signing Date .

“ Term Commitment ” means a Tranche A Term Commitment or any other Class of Term Commitment established pursuant to Section 2.23 or 2.24.

“ Term Lender ” means a Lender with a Term Commitment or an outstanding Term Loan.

“ Term Loan ” means a Tranche A Term Loan or any other Class of Term Loan established pursuant to Section 2.23 or 2.24.

“ Test Period ” means, for any date of determination under this Agreement, the then most recent period of four consecutive fiscal quarters of Murphy USA, or, prior to the end of the fiscal quarter in which the Effective Date occurs , the four period of four consecutive fiscal quarters ended June 30, 2013.

“ Total Indebtedness ” means, as of any date, the sum of (a) the aggregate principal amount of Indebtedness of Murphy USA and its consolidated Restricted Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but without giving effect to any election to value any Indebtedness at “fair value”, as described in Section 1.04(a), or any other accounting principle that results in the amount of any such Indebtedness (other than zero coupon Indebtedness) as reflected on such balance sheet being below the stated principal amount of such Indebtedness), and (b) the aggregate principal amount of Indebtedness of Murphy USA and its consolidated Restricted Subsidiaries outstanding as of such date that is not required to be reflected on a balance sheet in accordance with GAAP, determined on a consolidated basis; provided that, for purposes of clause (b) above, the term “Indebtedness” shall not include contingent obligations of Murphy USA, the Company or any other Restricted Subsidiary as an account party in respect of any letter of credit or letter of guaranty to the extent such letter of credit or letter of guaranty does not support Indebtedness.

“ Trademark License Agreement ” means the Trademark License Agreement to be entered into prior to the Effective Date between Murphy Oil and Murphy USA, the terms of which will be consistent in all material respects with the information set forth in the Form 10 as in effect on the Signing Date .

“ Tranche A Term Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche A Term Loan on the Effective Date, expressed as an amount representing the maximum principal amount of the Tranche A Term Loan to be made by such Lender, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Tranche A Term Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Commitment, as applicable. The initial aggregate amount of the Lenders’ T ranche A Term Commitments is $ 1 5 0,000,000.

“ Tranche A Term Lender ” means a Lender with a Tranche A Term Commitment or an outstanding Tranche A Term Loan.

“ Tranche A Term Loan ” means a Loan made pursuant to clause (b) of Section 2.01.

“ Tranche A Term Maturity Date ” means the third anniversary of the Effective Date (or, if such date is not a Business Day, the first Business Day following such date).

“ Transactions ” means the Financing Transactions, the other transactions contemplated hereby and the following transactions, together with all other transactions pursuant to and the performance of all other obligations under the Spin-Off Documents: (i) Murphy Oil will contribute to the Company (1) the real estate located at 422 North Washington Avenue, El Dorado, Arkansas and appurtenant furniture, fixtures and personal property, (2) the real estate located at 200 Peach Street, El Dorado, Arkansas (but excluding, for the avoidance of doubt, lots 2 and 3 of Block 9, Original Town of El Dorado) and certain appurtenant furniture, fixtures and personal property, (3) a Cessna Citation 560XL aircraft and (4) licenses associated with the SolArc and the PDI information systems and hardware primarily related thereto and, in each case, any related liabilities (collectively, the “ Asset Contribution ”); (ii) the Company will liquidate Murphy Latin America Refining & Marketing, Inc., Murphy LOOP, Inc. and Murphy Lot Holdings, LLC by merging each with and into the Company; (iii) the Company will transfer and assign to Murphy Oil all of the Assigned Marks (as such term is defined in the trademark assignment agreement); (iv) the Company will distribute (the “ Murphy Oil Distribution ”) to Murp hy Oil (A) a cash dividend of $ 650,000,000 and (B) all of the stock of (x) Murphy Gas Gathering Inc., (y) Arkansas Oil Company and (z) Murphy Crude Oil Marketing, Inc.; (v) Murphy Oil will contribute all of the stock of the Company to Murphy USA (making the Company a wholly owned Subsidiary of Murphy USA) in exchange for shares of common stock of Murphy USA pursuant to the Distribution Agreement (the “ Stock Contribution ” and, together with the Asset

Contribution, the “ Contributions ”), which stock Murphy Oil will distribute (together with all other common stock of Murphy USA held by Murphy Oil) to its stockholders (the “ Spin-Off ”); and (vi) all intercompany receivables, payables and other balances, in each case, that arise on or before the effective date of the Spin-Off between Murphy Oil and its subsidiaries (other than any member of the MUSA Group (as defined in this definition)), including all predecessors to such persons (the “ MOC Group ”), on the one hand, and Murphy USA and its Subsidiaries as of the effective time of the Spin-Off and after giving effect to the Asset Contribution, the Murphy Oil Distribution, the Contributions and the Spin-Off , including all predecessors to such persons (the “ MUSA Group ”), on the other hand (collectively, “ Intercompany Accounts ”), will be settled by one or more (1) cash payments in respect of such Intercompany Accounts and/or (2) distributions of such Intercompany Accounts (and/or an amount of cash in respect thereof that will be used to make a cash payment pursuant to clause (1) above) and/or (3) contributions to capital of such Interco mpany Accounts (and/or an amount of cash in respect thereof that will be used to make a cash paymen t pursuant to clause (1) above) , in each case, between one or more members of the MOC Group, on the one hand, and one or more members of the MUSA Group, on the other hand, provided that the net cash payments made from the MUSA Group to the MOC Group pursuant to clauses (1), (2) and (3) shall not in the aggregate exceed $50,000,000 (the payments, distributions, and/or contributions described in this clause (vi), collectively, the “ Intercompany Settlements ”).

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ Unrestricted Subsidiaries ” means , initially, Hankinson Holding, LLC, Hankinson Renewable Energy, LLC, Hereford Renewable Energy, LLC and Murphy Crude Supply, LLC; provided that if at any time the Company delivers written notice to the Administrative Agent designating any Unrestricted Subsidiary and its subsidiaries, if any, as Restricted Subsidiaries, such Subsidiaries shall cease to be Unrestricted Subsidiaries immediately upon the Administrative Agent’s receipt of such notice .

“ Unrestricted Subsidiary Reconciliation Statement ” means, with respect to any consolidated balance sheet or statement of income and comprehensive income, cash flows or stockholders’ equity of Murphy USA and its consolidated Subsidiaries, such financial statement (in substantially the same form) prepared on the basis of consolidating the accounts of Murphy USA and the Restricted Subsidiaries and treating Unrestricted Subsidiaries as if they were not consolidated with Murphy USA and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail.

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 2.18(f)(ii)(B)(3).

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“ wholly-owned ”, when used in reference to a subsidiary of any Person, means that all the Equity Interests in such subsidiary (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law) are owned, beneficially and of record, by such Person, another wholly-owned subsidiary of such Person or any combination thereof.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Class ( e.g. , a “Revolving Loan” or “Revolving Borrowing”) or by Type ( e.g. , a “Eurocurrency Loan” or “Eurocurrency Borrowing”) or by Class and Type ( e.g. , a “Eurocurrency Revolving Loan” or “Eurocurrency Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Loan Documents) shall, except as otherwise provided herein, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and binding interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any

particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP as in effect from time to time; provided that (i) if the Company, by notice to the Administrative Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent or the Required Lenders, by notice to the Company, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (A) without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities , or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of Murphy USA or any Subsidiary at “fair value”, as defined therein and (B) without giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840) , issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the date hereof.

(b ) All pro forma computations required to be made hereunder giving effect to any Material Acquisition, Material Disposition, Permitted Acquisition or other transaction shall be calculated after giving pro forma effect thereto (and, in the case of any pro forma computations made hereunder to determine whether such Material Acquisition, Material Disposition, Permitted Acquisition or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the pro forma financial statements referred to in Section 3.04(b)), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities

Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term in excess of 12 months).

SECTION 1.05. Effectuation of Transactions. All references herein to Murphy USA, the Borrowers and the other Subsidiaries shall be deemed to be references to such Persons, and all the representations and warranties of Murphy USA, the Company and the other Loan Parties contained in this Agreement and the other Loan Documents shall be deemed made, in each case, after giving effect to the Spin-Off and the other Transactions to occur on the Effective Date, unless the context otherwise requires.

SECTION 1.06. Status of Obligations. (a) Murphy USA and the Borrowers represent, warrant and agree that the Loan Document Obligations will at all times constitute “Credit Agreement Obligations” under and as defined in the Senior Notes Documents.

(b ) In the event that Murphy USA, the Company or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, Murphy USA and the Company shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Loan Document Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Loan Document Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

SECTION 1.07. Obligations Joint and Several. Each agreement in any Loan Document by any Borrower to make any payment, to take any action or otherwise to be bound by the terms thereof is a joint and several agreement of all the Borrowers, and each obligation of any Borrower under any Loan Document shall be a joint and several obligation of all the Borrowers.

SECTION 1.08. Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee (including, for the avoidance of doubt, the obligations of each Borrower under the Loan Documents insofar as such Borrower is jointly liable for obligations incurred by any other Borrower ) by any Loan Party under any Loan Document shall include a Guarantee of any Secured Obligation that, as to such Loan Party, is an Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Secured Obligation that, as to such Loan

Party, is an Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party as to which any Secured Obligations are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Secured Obligations of such Loan Party as otherwise provided herein without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Secured Obligations or any specified portion of the Secured Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide.

( b ) The following terms shall for purposes of this Section 1.08 have the meanings set forth below:

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S. C. § et seq.), as amended from time to time, and any successor statute.

“ Excluded Swap Obligation ” means, with respect to Guarantor, any Swap Obligation if, and to the extent that, the Guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation.

“ Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 or that otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder at the time such Swap Obligation is incurred (including as a result of the agreement in Section 2 .0 7 of the Collateral Agreement or any other Guarantee or other support agreement in respect of the obligations of such Subsidiary Guarantor by the Company or another Person that constitutes an “eligible contract participant”).

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make Revolving Loans to the Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Total Exposure exceeding such

Lender’s Revolving Commitment or (ii) the Aggregate Revolving Total Exposure exceeding the lesser of (A) the Aggregate Revolving Commitment and (B) the Borrowing Base; subject, in the case of clause (ii), to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.05; and (b) to make a Tranche A Term Loan to the Company on the Effective Date in a principal amount not exceeding its Tranche A Term Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan or a Protective Advance) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b ) Subject to Section 2.15, each Revolving Borrowing and Term Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings unless the applicable Borrower shall have given the notice required for a Eurocurrency Borrowing under Section 2.03 and provided an indemnity letter, in form and substance reasonably satisfactory to the Administrative Agent, extending the benefits of Section 2.17 to Lenders in respect of such Borrowings. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(c ) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a Eurocurrency Borrowing that results from a continuation of an outstanding Eurocurrency Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the lesser of entire unused balance of the Aggregate Revolving Commitment and the amount of Availability or that is equal to the amount required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(f). Each Swingline Loan shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Swingline Loan may be in an aggregate amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(f). Borrowings of more than one Type and Class may be outstanding at the same time; provided that

there shall not at any time be more than a total of 10 (or such greater number as may be agreed to by the Administrative Agent) Eurocurrency Borrowings outstanding.

(d ) Notwithstanding any other provision of this A greement, no Borrower shall be entitled to request, or to elect to convert to or continue, any Eurocurrency Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable thereto.

SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing or Term Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing to be made on the Effective Date, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) whether the requested Borrowing is to be a Revolving Borrowing or a Tranche A Term Borrowing;

(ii) the aggregate amount of such Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi) the location and number of the account of the applicable Borrower to which funds are to be disbursed or, in the case of any ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.06(f), the identity of the Issuing Bank that made such LC Disbursement.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $75,000,000 or (ii) the Aggregate Revolving Total Exposure exceeding the lesser of (A) the Aggregate Revolving Commitment and (B) the Borrowing Base; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.

(b ) To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 noon, New York City time, on the day of the proposed Swingline Loan. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan and the location and number of the account of the applicable Borrower to which funds are to be disbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.06(f), the identity of the Issuing Bank that has made such LC Disbursement. Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise the Swingline Lender of the details thereof. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a wire transfer to the account specified in such Borrowing Request or to the applicable Issuing Bank, as the case may be, by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c ) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which the Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Murphy USA and the Borrowers deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent

set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Company and, if the Borrowing Request is made by a Loan Party other than the Company, the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other Person on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to repay such Swingline Loan.

SECTION 2.05. Protective Advances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Company and the Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation), to make Loans to the Company, on behalf of all Revolving Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Loan Document Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses described in Section 9.03) and other sums payable under the Loan Documents (any such Loans are herein referred to as “ Protective Advances ”); provided , that the aggregate amount of Protective Advances outstanding at any time shall not exceed $45,000,000; provided further , that the making of any such Loan shall not cause the aggregate amount of outstanding Protective

Advances plus the Aggregate Revolving Exposure to exceed the Aggregate Revolving Commitment. Protective Advances may be made even when a Default exists or the conditions precedent set forth in Section 4.02 are not otherwise satisfied. The Protective Advances shall be secured by the Liens created by the Security Documents and shall constitute Loan Document Obligations. All Protective Advances shall be ABR Borrowings. Without affecting Protective Advances already made, the Administrative Agent’s authorization to make future Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make Revolving Loans to repay any Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.05(b).

(b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender's Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent and applied in respect of such Protective Advance.

SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, each Borrower may request the issuance of Letters of Credit for its own account (or so long as the Company is a joint and several co-applicant with respect thereto, the account of any Subsidiary), denominated in dollars and in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Revolving Availability Period. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the account of any Subsidiary as provided in the first sentence of this paragraph, it will be fully responsible for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of fees due under Section 2.13(b) to the same extent as if it were the sole account party in respect of such Letter of Credit. Each Existing Letter of Credit shall be deemed, for all purposes of this Agreement (including paragraphs (d) and (f) of this Section), to be a Letter of Credit issued hereunder for the account of the applicable Borrower. Notwithstanding anything contained in any letter of credit application furnished to any Issuing Bank in connection with the issuance of any Letter of Credit, (i) all provisions of such letter of credit application purporting to grant liens in favor of the Issuing Bank to secure obligations in respect of such Letter of Credit shall be disregarded, it being agreed that such obligations shall be secured to the extent provided in this Agreement and in the Security Documents, and (ii) in the event of any inconsistency between the terms and conditions of such letter of credit application and

the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control.

( b ) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section), the applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applicable Issuing Bank and the Administrative Agent, reasonably in advance of the requested date of issuance, amendment, renewal or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any such request. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon each issuance, amendment, renewal or extension of any Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure will not exceed $ 200,000,000 and (ii) the Aggregate Revolving Total Exposure will not exceed the lesser of (A) the Aggregate Revolving Commitment and (B) the Borrowing Base. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section.

( c ) Expiration Date. Each Letter of Credit shall by its terms expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the applicable Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal. In the event the Revolving Maturity Date shall be extended as provided in Section 2.23, Letters of Credit with expiry dates beyond the original Revolving Maturity Date will be limited to the amount of the Revolving Commitments that shall have been extended beyond that date.

(d ) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the

issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default, any reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Murphy USA and the Borrowers deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Administrative Agent or the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).

(e ) Disbursements. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit issued by it and shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by hand delivery or facsimile) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

(f ) Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than (i) if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on any Business Day, then 1:30 p.m., New York City time, on such Business Day or (ii) otherwise, 1:30 p.m., New York City time, on the Business Day immediately following the day that such Borrower receives such notice; provided that, if the amount of such LC Disbursement is equal to or greater than the applicable borrowing minimum set forth in Section 2.02(c), the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the payment then due from such Borrower in respect of the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount then due from such Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

(g ) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section is absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision thereof or hereof, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the stated expiration date

thereof or of the Commitments or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of, or provide a right of setoff against, such Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit, any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any other act, failure to act or other event or circumstance; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the applicable Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of an Issuing Bank (with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in a final and nonappealable judgment), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(h ) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Borrower reimburses such LC Disbursement in full, at the rate per annum then applicable to ABR Revolving Loans; provided that if the applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, Section 2.14(c) shall apply. Interest accrued pursuant to this paragraph shall be paid to the Administrative Agent, for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (f) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on which the applicable Borrower reimburses the applicable LC Disbursement in full.

(i ) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the

Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, a Majority in Interest of the Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the applicable Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower described in clause (i) or (j) of Article VII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.12(b), 2.12(c) or 2.21. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall, notwithstanding anything to the contrary in the Security Documents, be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to (i) the consent of a Majority in Interest of the Revolving Lenders and (ii) in the case of any such application at a time when any Revolving Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders), the consent of each Issuing Bank), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.12(b) or 2.12(c), such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers to the extent that, after giving effect to such return, the Aggregate Revolving Total Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.21, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers as promptly as practicable to the extent that, after giving effect to such return, no Issuing Bank shall have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

(j ) Designation of Additional Issuing Banks. The Company may, at any time and from time to time, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), designate as additional Issuing Banks one or more

Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as an Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, executed by the Company, the Administrative Agent and such designated Revolving Lender and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to include such Revolving Lender in its capacity as an issuer of Letters of Credit hereunder.

(k ) Termination of an Issuing Bank. The Company may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the 10th Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.13(b). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit.

(l ) Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which a Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

(m ) LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall

be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases (other than any such increase consisting of the reinstatement of an amount previously drawn thereunder and reimbursed), whether or not such maximum stated amount is in effect at the time of determination.

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04 and Protective Advances shall be made as provided in Section 2.05. The Administrative Agent will make any Loan available to the applicable Borrower by promptly remitting the amounts so received, in like funds, to an account of such Borrower or, in the case of ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(f), to the Issuing Bank specified by the applicable Borrower in the applicable Borrowing Request.

(b ) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance on such assumption, make available to applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by such Borrower, the interest rate applicable to ABR Revolving Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing and Term Borrowing initially shall be of the Type and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in the applicable Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the applicable Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods

therefor, all as provided in this Section. The applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings or Protective Advances, which may not be converted or continued.

(b ) To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Interest Election Request. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(c ) Promptly following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Lender’s portion of each resulting Borrowing.

(d ) If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall (i) in the case of a Term Borrowing, be continued as a Eurocurrency Borrowing for an additional Interest Period of one month or (ii) in the case of a Revolving Borrowing, be converted to an ABR Borrowing.

Notwithstanding any contrary provision hereof, if an Event of Default under clause (i) or (j) of Article VII has occurred and is continuing with respect to Murphy USA or any Borrower, or if any other Event of Default has occurred and is continuing and the Administrative Agent, at the request of a Majority in Interest of Lenders of any Class, has notified the Company of the election to give effect to this sentence on account of such other Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no outstanding Borrowing of such Class may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing of such Class shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously terminated, (i) each of the Revolving Commitments and the Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on September 30, 2013, if the Effective Date shall not have occurred by such time, (ii) the Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date, (iii) the Tranche A Term Commitments shall automatically terminate immediately following the making of the Tranche A Term Loans on the Effective Date, and (iv) each Class of Commitments established pursuant to Section 2.23 or 2.24 shall terminate at the time specified therefor in the applicable Extension Agreement or Refinancing Facility Agreement.

(b ) The Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans, Swingline Loans or Protective Advances in accordance with Section 2.12, (A) the Aggregate Revolving Total Exposure would exceed the Aggregate Revolving Commitment.

(c ) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments under paragraph (b) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender made to such Borrower on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender made to such Borrower as provided in Section 2.11, (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan to such Borrower on the earlier of the Revolving Maturity Date and the fifth Business Day after such Swingline L oan is made , and (iv) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Revolving Maturity Date and demand by the Administrative Agent in respect of such Protective Advance; provided that on each date that a Revolving Borrowing is made by any Borrower, such Borrower shall repay all its Swingline Loans on the date such Borrowing is made.

(b ) The records maintained by the Administrative Agent and the Lenders shall be prima facie evidence of the existence and amounts of the obligations of the Borrowers in respect of the Loans, LC Disbursements, interest and fees due or accrued hereunder; provided that the failure of the Administrative Agent or any Lender to maintain such records or any error therein shall not in any manner affect the obligation of any Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement.

(c ) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, each Borrower with respect to such Class shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

(d ) On each Business Day while a Cash Dominion Period is in effect, the Administrative Agent shall (except as provided in clause (ii) of Section 2.19(g)) apply all funds credited to the ABL Collection Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available), first, to prepay any Protective Advances that may be outstanding, second, to prepay the Swingline Loans, third, to prepay the Revolving Loans and, fourth, to cash collateralize outstanding LC Exposure in the manner provided in Section 2.06(i). For the avoidance of doubt, funds used to reduce outstanding amounts may be reborrowed, subject to satisfaction of the conditions set forth in Section 4.02.

SECTION 2.11. Amortization of Term Loans. (a) The Borrower shall repay Tranche A Term Borrowings on the first anniversary of the Effective Date, and on each date thereafter that is three months after the most recent such payment, in an amount for each such date equal to 10% of the amount of the Tranche A Term Loans made on the

Effective Date (as such amounts may be adjusted pursuant to paragraph (c) of this Section):

(b ) To the extent not previously paid, (i) all Tranche A Term Borrowings shall be due and payable on the Tranche A Term Maturity Date and (ii) all the Term Borrowings of each Class of Term Loans established pursuant to Section 2.23 or 2.24 shall be due and payable on the Maturity Date established therefor in the applicable Extension Agreement or Refinancing Facility Agreement.

(c ) Any prepayment of a Tranche A Term Borrowing shall be applied to reduce the subsequent scheduled repayments of the Tranche A Term Borrowings to be made pursuant to this Section ratably based on the amo unt of such scheduled repayments . Any prepayment of any Class of Term Loans established pursuant to Section 2.23 or 2.24 shall be applied to reduce the subsequent scheduled repayments of the Loans of such Class as shall be specified in the applicable Extension Agreement or Refinancing Facility Agreement.

(d ) Prior to any repayment of any Term Borrowings of any Class under this Section, the applicable Borrower shall select the Borrowing or Borrowings of the applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection not later than 11:00 a.m., New York City time, three Business Days before the scheduled date of such repayment. Each repayment of a Term Borrowing shall be applied ratably to the Loans included in the repaid Term Borrowing. Repayments of Term Borrowings shall be accompanied by accrued interest on the amounts repaid.

SECTION 2.12. Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.

(b ) If at any time (i) the Aggregate Revolving Exposure exceeds the lesser of (A) the Aggregate Revolving Commitment and (B) the Borrowing Base, or (ii) the Aggregate Revolving Total Exposure exceeds the Aggregate Revolving Commitment, then in each case the Borrowers shall, until the amount of such excess shall have been eliminated, first, prepay any Protective Advances that may be outstanding, second, prepay the Swingline Loans, third, prepay the Revolving Loans and, fourth, cash collateralize outstanding LC Exposure in the manner provided in Section 2.06(i).

(c ) In the event and on each occasion that, during any Cash Dominion Period, any Net Proceeds are received by or on behalf of any Loan Party in respect of any ABL Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received, apply such Net Proceeds as follows until all such Net Proceeds shall have been so applied or all the Revolving Total Exposure shall have been prepaid or cash collateralized: first, to prepay any Protective Advances that may be outstanding, second, to prepay the Swingline Loans, third, to prepay the Revolving Loans and, fourth, to cash collateralize outstanding LC Exposure in the manner provided in Section 2.06(i).

( d ) In the event and on each occasion that any Net Proceeds are received by or on behalf of Murphy USA, the Company or any Subsidiary in respect of any Prepayment Event, the Company shall, within three Business Days after such Net Proceeds are received, prepay Term Borrowings in an amount equal to such Net Proceeds (or, in the case of any Prepayment Event i n respect of the Equity Interes ts in, or any assets of, any Ethanol Subsidiary, in an amount equal to 50% of such Net Proceeds) ; provided that if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Company to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in such cer tificate) to be applied within 180 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Company or the other Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 180 ‑day period (or within a period of 90 days thereafter if by the end of such initial 180 ‑day period the Company or one or more other Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied.

(e ) In the event and on each occasion that, as a result of the receipt of any cash proceeds by Murphy USA, the Company or any other Subsidiary in connection with any sale, transfer, lease or other disposition of any asset or any other event, Murphy USA, the Company or any other Loan Party would be required by the terms of the Senior Note Documents (or any Refinancing Indebtedness in respect thereof) or any Subordinated Indebtedness to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any Senior Notes (or such Refinancing Indebtedness) or any Subordinated Indebtedness, then, prior to the time at which it would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Company shall (i) prepay Term Borrowings or (ii) acquire assets in one or more transactions permitted hereby, in each case in an amount that would be needed to eliminate such requirement.

(f ) Prior to any optional or mandatory prepayment of Borrowings under this Section, the applicable Borrower shall, subject to the next sentence, specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the applicable Borrower shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Borrowings pro rata based on the aggregate principal amounts of outstanding Borrowings of each such Class; provided that the amounts so allocable to Term Loans of any Class other than the

Tranche A Term Loans may be applied to other Term Borrowings as provided in the applicable Extension Agreement or Refinancing Facility Agreement.

(g ) The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.14.

SECTION 2.13. Fees. (a) The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the average daily amount of the unused Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the first Business Day following the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender and Protective Advances shall be disregarded for such purpose).

(b ) Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in the Letters of Credit issued for the account of such Borrower, which shall accrue at the Applicable Revolving Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) in respect of such Letters of Credit during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee with respect to Letter of Credit issued by it for the account of such Borrower, which shall accrue at the rate or rates per annum separately agreed upon between the Company and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) for the account of such Borrower during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any such Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the first Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c ) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

(d ) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.14. Interest. (a) The Loans comprising each ABR Revolving Borrowing (including each Swingline Loan) and each Protective Advance shall bear interest at the Alternate Base Rate plus the Applicable Revolving Rate. The Loans comprising each ABR Term Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Term Rate.

(b ) The Loans comprising each Eurocurrency Revolving Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such

Borrowing plus the Applicable Revolving Rate. The Loans comprising each Eurocurrency Term Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Term Rate.

(c ) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% per annum plus the rate applicable to ABR Revolving Loans as provided in paragrap h (a) of this Section.

(d ) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of a Revolving Loan, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of a Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e ) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.15. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing of any Class:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by a Majority in Interest of the Lenders of such Class that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurocurrency Borrowing for such Interest Period;

then the Administrative Agent shall give notice (which may be telephonic) thereof to the Company and the Lenders of such Class as promptly as practicable and, until the Administrative Agent notifies the Company and the Lenders of such Class that the

circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing of such Class to, or continuation of any Borrowing of such Class as, a Eurocurrency Borrowing shall be ineffective, and such Borrowing shall be continued as an ABR Borrowing, and (ii) any Borrowing Request for a Eurocurrency Borrowing of such Class shall be treated as a request for an ABR Borrowing.

SECTION 2.16. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank;

(ii) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of the term “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, Issuing Bank or other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, from time to time upon request of such Lender, Issuing Bank or other Recipient, the Borrowers will pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs or expenses incurred or reduction suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level

below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity), then, from time to time upon request of such Lender or Issuing Bank, the Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section delivered to the Company shall be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or expenses incurred or reductions suffered more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or expenses or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or expenses or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.17. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert or continue any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, (d) the failure to prepay any Eurocurrency Loan on a date specified therefor in any notice of prepayment given by a Borrower (whether or not such notice may be revoked in accordance with the terms hereof) or (e) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by a Borrower pursuant to Section 2.20, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (but not including the Applicable Revolving Rate or Applicable Term Rate applicable thereto), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest

Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate such Lender would bid if it were to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank market. The Company shall also compensate each Term Lender for the loss, cost and expense attributable to any failure by the Company to deliver a timely Interest Election Request with respect to a Eurocurrency Term Loan. A certificate of any Lender delivered to the Company and setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.18. Taxes. (a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.18) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b ) Payment of Other Taxes by the Loan Parties . The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c ) Evidence of Payment . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d ) Indemnification by the Loan Parties . The Loan Parties shall jointly and severally in demnify each Recipient, within 2 0 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority ; provided , however, that the Loan Parties shall not be obligated to indemnify such Recipient pursuant to this Section 2.18 in respect of penalties, interest

and other liabilities attributable to any Indemnified Taxes or Other Taxes, if (i) written demand therefor has not been made by such Recipient within 180 days from the date on which such Recipient knew of the imposition of Indemnified Taxes or Other Taxes by the relevant Governmental Authority, (ii) such penalties, interest and other liabilities have accrued after a Loan Party has indemnified or paid any additional amount pursuant to this Section 2.18 or (iii) such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such Recipient. After a Recipient learns of the imposition of Indemnified Taxes or Other Taxes, such Recipient will act in good faith to promptly notify the Loan Parties of its obligations hereunder . A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e ) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c)(ii) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f ) Status of Lenders . (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the applicable Borrower and the Administrative Agent, at the time or times reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the applicable Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material

unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing: (A) any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the

portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

(g ) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund (in cash or applied as an offset against another cash Tax liability of such party) of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event

that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h ) Defined Terms . For purposes of this Section, the term “Lender” shall include any Issuing Bank and the term ‘applicable law’ includes FATCA .

SECTION 2.19. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New York City time), on the date when due, in immediately available funds, without any defense, setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, except that payments required to be made directly to any Issuing Bank or the Swingline Lender shall be so made, payments pursuant to Sections 2.16, 2.17, 2.18 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payment received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

(b ) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied towards payment of the amounts then due hereunder ratably among the parties entitled thereto, in accordance with the amounts then due to such parties (or as required in Section 2.10(d) or Section 2.19(g) if such Section then applies).

(c ) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater

proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(d ) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or Issuing Banks hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Banks, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e ) If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative Agent, any Issuing Bank or the Swingline Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations in respect of such payment until all such unsatisfied obligations have been discharged or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender pursuant to Sections 2.04(c), 2.05(b), 2.06(d), 2.06(f), 2.07(b), 2.18(e), 2.18(d) and 9.03(c), in each case in such order as shall be determined by the Administrative Agent in its discretion.

(f ) In the event that any financial statements delivered under Section 5.01(a) or 5.01(b), or any Compliance Certificate delivered under Section 5.01(d), shall

prove to have been materially inaccurate, and such inaccuracy shall have resulted in the payment of any interest or fees at rates lower than those that were in fact applicable for any period (based on the actual Secured Leverage Ratio), then, if such inaccuracy is discovered prior to the termination of the Commitments and the repayment in full of the principal of all Loans and the reduction of the LC Exposure to zero, the applicable Borrower shall pay to the Administrative Agent, for distribution to the Lenders (or former Lenders) as their interests may appear, the accrued interest or fees that should have been paid but were not paid as a result of such misstatement.

(g ) Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.12) or (C) amounts to be applied from the ABL Collection Account during a Cash Dominion Period (which shall be applied in accordance with Section 2.10(d)) or (ii) at a time when an Event of Default has occurred and is continuing if the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably:

first, to pay any fees, indemnities, expense reimbursements or other amounts then due to the Administrative Agent and the Issuing Bank from the Borrowers (other than in connection with Banking Services Obligations or Secured Hedging Agreement Obligations),

second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services Obligations or Secured Hedging Agreement Obligations),

third, to pay interest due in respect of the Protective Advances,

fourth, to pay the principal of the Protective Advances,

fifth, to pay interest then due and payable on the Revolving Loans (other than the Protective Advances) ratably,

sixth, to prepay principal on the Revolving Loans (other than the Protective Advances) and unreimbursed LC Disbursements , ratably,

seventh, to pay an amount to the Administrative Agent equal to 105% of the aggregate LC Exposure, to be held as cash collateral for such Loan Document Obligations,

eighth, to payment of any amounts owing with respect to Banking Services Obligations,

ninth, to payment of any amounts owing with respect to Secured Hedging Agreement Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.26,

tenth, to pay interest then due and payable on the Term Loans, ratably,

eleventh, to prepay principal on the Term Loans, ratably, with the amount of such prepayment being applied to installments of the Term Loans in accordance with Section 2.11), and

twelfth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrowers.

The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

SECTION 2.20. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.16, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall (at the request of the Company) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

(b ) If (i) any Lender requests compensation under Section 2.16, (ii) the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, (iii) any Lender has become a Defaulting Lender, (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 9.02 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders of the affected Class) shall have granted their consent, or (v) any Revolving Lender has failed to agree to be an Extending Lender in respect of any Extension Offer with respect to which a Majority in Interest of the Revolving Lenders (giving effect to the approval of any Lenders that will agree to replace Revolving Lenders that are not Extending Lenders) shall have granted their consent, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.16 or 2.18) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights and obligations under this Agreement and the other Loan Documents as a

Lender of a particular Class) to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment and delegation); provided that (A) the Company shall have received the prior written consent of the Administrative Agent (and, in circumstances where its consent would be required under Section 9.04, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, participations in LC Disbursements, Swingline Loans and Protective Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (in the case of such principal) or the applicable Borrowers (in the case of all other amounts), (C) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law, (E) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected, and (F) in the case of any such assignment and delegation resulting from the failure to become an Extending Lender, the assignee shall have become an Extending Lender and the applicable Extension Permitted Amendment will become effective substantially contemporaneously with such assignment and delegation. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:

(a) commitment fees shall cease to accrue on the unused amount of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.13(a);

(b) the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders, the Supermajority Lenders, a Majority in Interest of any Class or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected

thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;

(c) if any Swingline Exposure, LC Exposure or Protective Advance exists at the time such Revolving Lender becomes a Defaulting Lender then:

(i) the Swingline Exposure of such Defaulting Lender (other than any portion thereof with respect to which such Defaulting Lender shall have funded its participation as contemplated by Section 2.04(c)), the LC Exposure of such Defaulting Lender (other than any portion thereof attributable to unreimbursed LC Disbursements with respect to which such Defaulting Lender shall have funded its participation as contemplated by Sections 2.06(d) and 2.06(f)) and such Defaulting Lender’s Applicable Percentage of the outstanding Protective Advances shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Total Exposures after giving effect to such reallocation would not exceed the sum of all Non-Defaulting Lenders’ Revolving Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Applicable Percentage of any Protective Advances that may be outstanding that has not been reallocated, (B) second, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated and (C) third, cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.06(i) for so long as such LC Exposure is outstanding;

(iii) if a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.13(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.13(b) shall be adjusted to give effect to such reallocation; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing

Bank or any other Lender hereunder, all participation fees payable under Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d) so long as such Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless, in each case, it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure, as applicable, will be fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or cash collateral provided by the Company in accordance with Section 2.21(c), and participating interests in any such funded Swingline Loan or in any such issued, amended, renewed or extended Letter of Credit will be allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not participate therein).

In the event that (x) a Bankruptcy Event with respect to a Revolving Lender Parent shall have occurred following July 26, 2013, and for so long as such Bankruptcy Event shall continue or (y) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan, and such Issuing Bank shall not be required to issue, amend, renew or extend any Letter of Credit, unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with Murphy USA and the applicable Borrower or the applicable Revolving Lender satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, Murphy USA, the Company, the Swingline Lender and each Issuing Bank each agree (such agreement not to be unreasonably withheld or delayed) that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure, the LC Exposure and the participations in the Protective Advances of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Loans in accordance with its Applicable Percentage.

SECTION 2.22. Incremental Facilities. (a) The Company may on one or more occasions, by written notice to the Administrative Agent, request the establishment, during the Revolving Availability Period, of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments

established hereunder during the term of this Agreement shall not exceed $200,000,000. Each such notice shall specify ( i ) the date on which the Company proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, and ( ii ) the amount of the Incremental Revolving Commitments, being requested (it being agreed that ( A ) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and ( B ) any Person that the Company proposes to become an Incremental Revolving Lender, if such Person is not then a Revolving Lender, must be an Eligible Assignee and must be approved by the Administrative Agent, each Issuing Bank and the Swingline Lender (such approval not to be unreasonably withheld)).

(b ) The terms and conditions of any Incremental Revolving Commitment and the Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that, if the Company determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Revolving Commitments or Revolving Loans and other extensions of credit made thereunder, as the case may be; provided further that the Company, at its election, may pay upfront or closing fees with respect to Incremental Revolving Commitments without paying such fees with respect to the other Revolving Commitments.

(c ) The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by Murphy USA, the Borrowers, each Incremental Revolving Lender providing such Incremental Revolving Commitments, the Administrative Agent, each Issuing Bank and the Swingline Lender; provided that no Incremental Revolving Commitments shall become effective unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Revolving Commitments (and assuming that the full amount of such Incremental Revolving Commitments shall have been funded as Loans on such date), no Default shall have occurred and be continuing (disregarding any Default that would arise as a result of any portion of the assumed Borrowings on such date exceeding the Borrowing Base then in effect), (ii) on the date of effectiveness thereof and after giving effect to the making of Loans and issuance of Letters of Credit thereunder to be made on such date , the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of

such prior date, (iii) the Borrowers shall make any payments required to be made pursuant to Section 2.17 in connection with such Incremental Revolving Commitments and the related transactions under this Section and (iv) Murphy USA and the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.

(d ) Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving Lender shall be deemed to be a “Lender” (and a Lender in respect of Revolving Commitments and Revolving Loans) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of Revolving Commitments and Revolving Loans) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Revolving Commitments and Revolving Loans) hereunder and under the other Loan Documents, and (ii) (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Revolving Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure and the Revolving Total Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto.

(e ) On the date of effectiveness of any Incremental Revolving Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “ Existing Revolving Borrowings ”) immediately prior to the effectiveness of such Incremental Revolving Commitments shall be deemed to be repaid, (ii) each Incremental Revolving Lender that shall have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Incremental Revolving Lender that shall not have had a Revolving Commitment prior to the effectiveness of such Incremental Revolving Commitments shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by

(2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Revolving Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Incremental Revolving Commitments, the Borrowers shall be deemed to have made new Revolving Borrowings (the “ Resulting Revolving Borrowings ”) in an aggregate amount equal to the aggregate amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in Borrowing Requests delivered by each Borrower that shall have any Existing Revolving Borrowings to the Administrative Agent in accordance with Section 2.03 (and each applicable Borrower shall deliver such Borrowing Request), (vi) each Revolving Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Revolving Commitments) and (vii) each applicable Borrower shall pay each Revolving Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the applicable Borrower pursuant to the provisions of Section 2.17 if the date of the effectiveness of such Incremental Revolving Commitments occurs other than on the last day of the Interest Period relating thereto.

(f ) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to in Section 2.22(a) and of the effectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.22(e).

SECTION 2.23. Extension Offers. (a) The Company may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “ Extension Offer ”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “ Extension Request Class ”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Company; provided that any Extension Offer relating to Revolving Commitments or Revolving Loans may only be made on an anniversary of the Effective Date (or on the next succeeding Business Day in the case of any anniversary that occurs on a day that is not a Business Day) and no more than two Extension Offers may be made in respect of Revolving Commitments. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days or more

than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “ Extending Lenders ”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made.

(b ) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by (i) in the case of an Extension Permitted Amendment in respect of any Class of Term Loans, Murphy USA, the Borrowers, each applicable Extending Lender and the Administrative Agent, and (ii) in the case of an Extension Permitted Amendment in respect of any Class of Revolving Commitments, Murphy USA, the Borrowers, each applicable Extending Lender, a Majority in Interest of the Revolving Lenders, each Issuing Bank, the Swingline Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, and (iii) Murphy USA and the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that in the case of any Extension Offer relating to Revolving Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Bank and the Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan as between the commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Commitments and (ii) the Revolving Availability Period and the Revolving Maturity Date, as such terms are used in reference to Letters of Credit or Swingline Loans, may not be extended without the prior written consent of each Issuing Bank and the Swingline Lender, as applicable; and provided further that in the case of any Extension Offer relating to Revolving Commitments or Revolving Loans, the Company shall have the right to replace any Revolving Lender that does not agree to become an Extending Lender with an Eligible Assignee that will agree to be an Extending Lender as provided in Section 2.20(b).

SECTION 2.24. Refinancing Provisions for the Term Facility. (a) The Company may, on one or more occasions, by written notice to the Administrative Agent, request the establishment hereunder of one or more additional Classes of term loan commitments (the “ Refinancing Term Loan Commitments ”) pursuant to which each Person providing such a commitment (a “ Refinancing Term Lender ”) will make term loans to the Company (the “ Refinancing Term Loans ”); provided that each Refinancing Term Loan Lender shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to the Administrative Agent.

(b ) The Refinancing Term Loan Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by Murphy USA, the Company, each Refinancing Term Lender providing such Refinancing Term Loan Commitment and the Administrative Agent; provided that no Refinancing Term Loan Commitments shall become effective unless (i) no Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, (iii) Murphy USA and the Company shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction, and (iv) substantially concurrently with the effectiveness thereof, the Company shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any reasonable fees, premium and expenses relating to such refinancing) (and any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.1 1 (a) on a pro rata basis and, in the case of a prepayment of Eurocurrency Term Borrowings, shall be subject to Section 2.17 ) .

(c ) The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Term Loan Commitments established thereby and the Refinancing Term Loans and other extensions of credit to be made thereunder, to the extent applicable, the following terms thereof: (i) the designation of such Refinancing Term Loan Commitments and Refinancing Term Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Term Loan Commitments or Refinancing Term Loans of such Class, provided that (A) such stated termination and maturity dates shall not be earlier than the Tranche A Term Maturity Date and (B) the weighted average life to maturity of such Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity (determined at the time of the borrowing if such Refinancing Term Loans) of the Term Borrowings being refinanced thereby, (iii) any amortization applicable thereto and the effect thereon of any

prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Term Loans of such Class, (v) the fees applicable to the Refinancing Term Loan Commitment or Refinancing Term Loans of such Class, (vi) any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loan Commitments or Refinancing Term Loans of such Class (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in any mandatory prepayment on a pro rata basis with the Tranche A Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding Tranche A Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loan Commitments or Refinancing Term Loans of such Class and (ix) any financial covenant with which Murphy USA and the Borrowers shall be required to comply ( provided that any such financial covenant for the benefit of any Class of Refinancing Term Lenders shall also be for the benefit of all other Lenders). Except as contemplated by the preceding sentence, the terms of the Refinancing Term Loan Commitments and Refinancing Term Loans shall be substantially the same as the terms of the Tranche A Term Commitments and the Tranche A Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Agreement. Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Term Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Refinancing Term Loan Commitments and Refinancing Term Loans as a new “Class” of loans and/or commitments hereunder. For the avoidance of doubt, each Lender may elect or de cl ine, in its sole discretion, to become a Refinancing Term Lender.

SECTION 2.25. Additional Borrowing Subsidiaries and Subsidiary Guarantors. (a) Subject to paragraph (b) of this Section, on or after the Effective Date, the Company may designate any Domestic Subsidiary of the Company as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Joinder Agreement under which such Subsidiary becomes a Borrowing Subsidiary, executed by such Subsidiary and the Company, and upon such delivery, such Subsidiary shall for all purposes of this Agreement be a party to and a Borrowing Subsidiary under this Agreement. Upon the execution by the Company and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to any Borrowing Subsidiary, such Subsidiary shall cease to be a Borrowing Subsidiary; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate its right to make further Borrowings or obtain Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to or Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder, unless the obligations of such Borrowing Subsidiary in respect of such Loan or Letter of Credit shall have been assumed by another Borrower. In the event that any Borrowing Subsidiary shall cease to be a Subsidiary, the Company will promptly execute and deliver to the Administrative Agent a Borrowing Subsidiary Termination terminating its status as

a Borrowing Subsidiary, subject to the proviso in the immediately preceding sentence. Promptly following receipt of any Joinder Agreement or Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.

(b ) Notwithstanding the preceding paragraph (a), no Subsidiary shall become a Borrowing Subsidiary if (i) it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or (ii) such Subsidiary is not a Domestic Subsidiary.

SECTION 2.26. Hedging Agreements. In addition to the notice and information required by the definition of Secured Hedging Agreement Obligations, e ach Lender or Affiliate thereof having any Hedging Agreement with any Loan Party or any Affiliate of a Loan Party the obligations in respect of which constitute Secured Hedging Agreement Obligations is authorized from time to time to deli ver to the Administrative Agent , and the Administrative Agent is authorized from time to time to request from any such Lender or Affiliate thereof , a summary of the amounts due or to become due in respect of such Secured Hedging Agreement Obligations. The Administrative Agent shall be entitled to use the most recent information provided to it in determining the amounts to be applied in respect of such Secured Hedging Agreement Obligations pursuant to Section 2.19(g).

ARTICLE III

Representations and Warranties

Each of Murphy USA and the Company represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. Murphy USA, the Company and each other Subsidiary is duly organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all power and authority and all material Governmental Approvals required for the ownership and operation of its properties and the conduct of its business as now conducted and as proposed to be conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by each Loan Party are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder or other equityholder action of each Loan Party. This Agreement has been duly executed and delivered by Murphy USA and the Company and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of Murphy USA, the Company or the applicable Loan Party, as the case may be, enforceable against it in accordance with its terms, subject to applicable

bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; Absence of Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority, except (i) such as have been or, in the case of filings relating to the consummation of the Spin-Off, substantially contemporaneously with the initial funding of Loans on the Effective Date will be obtained or made and are (or will so be) in full force and effect and (ii) filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any applicable law, including any order of any Governmental Authority, except to the extent any such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of Murphy Oil, Murphy USA, the Company, any Subsidiary or any other subsidiary of Murphy Oil, (d) will not violate or result (alone or with notice or lapse of time, or both) in a default under any indenture or other agreement or instrument binding upon Murphy Oil, Murphy USA, the Company, any Subsidiary or any other subsidiary of Murphy Oil or any of their assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Murphy Oil, Murphy USA, the Borrower, any Subsidiary or any other subsidiary of Murphy Oil, or give rise to a right of, or result in, any termination, cancellation, acceleration or right of renegotiation of any obligation thereunder, in each case except to the extent that the foregoing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (e) except for Liens created under the Loan Documents, will not result in the creation or imposition of any Lien on any asset of Murphy USA, the Company or any other Subsidiary.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) Murphy USA has heretofore furnished to the Lenders (i) its combined balance sheets as of December 31, 2012 and 2011 and the related combined statements of income and comprehensive income, cash flows and net investment as of and for each of the fiscal years ended December 31, 2012, 2011 and 2010, audited by and accompanied by the opinion of KPMG LLP, independent registered public accounting firm, and (ii) its combined balance sheet and the related combined statements of income and comprehensive income, cash flows and net investment as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Murphy USA, the Company and the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year ‑end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

(b ) Murphy USA has heretofore furnished to the Lenders its unaudited pro forma consolidated balance sheet as of March 31, 2013, and statements of income for the year ended December 31, 2012, and the three months ended March 31, 2013, prepared giving effect to the Spin-Off and the other Transactions as if the Spin-Off and

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the other Transactions had occurred, with respect to each such balance sheet, on the date thereof and, with respect to such other financial statements for each period, on the first day of such period. Such unaudited pro forma financial statements, and any other pro forma financial statements contained in the Form 10 (as amended prior to July 26, 2013 ) (i) have been prepared by the Company in good faith, based on the assumptions used to prepare the pro forma consolidated financial statements included in the Confidential Information Memorandum (which assumptions are believed by the Company on July 26, 2013 to be reasonable), (ii) are based on the best information available to the Company as of the date of delivery thereof after due inquiry and (iii) subject to clauses (i) and (ii) above, (A) accurately reflect all adjustments necessary to give effect to the Spin-Off and the other Transactions and (B) present fairly, in all material respects, subject to the qualifications described therein and in the accompanying notes, the pro forma financial position, results of operations and cash flows of Murphy USA, the Company and the Subsidiaries as of such dates and for such periods as if the Spin-Off and the other Transactions had occurred on each such date or at the beginning of each such period, as the case may be.

(c ) Except as disclosed in the financial statements referred to above or the notes thereto or in the Confidential Information Memorandum, after giving effect to the Transactions, none of Murphy USA, the Company or any other Subsidiary has, as of the Effective Date, any material contingent liabilities, unusual long ‑term commitments or unrealized losses.

(d ) Since December 31, 2012, there has been no event or condition that has resulted, or could reasonably be expected to result, in a material adverse change in the business, assets, liabilities, operations or condition (financial or otherwise) of Murphy USA, the Company and the other Subsidiaries, taken as a whole.

(e ) Each of the projections of Murphy USA, the Company and the Restricted Subsidiaries for each fiscal quarter of the fiscal year ending December 31, 2013, and for each fiscal year to and including the fiscal year ending December 31, 201 6 , contained in the Confidential Information Memorandum or otherwise provided to any Lender prior to the Effective Date (the “ Projections ”) have been prepared in good faith based upon estimates and assumptions that were believed by Murphy USA and the Company to be reasonable at the time made and are believed by Murphy USA and the Company to be reasonable on the Effective Date, it being understood and agreed that the Projections are not a guarantee of financial or other performance and actual results may differ therefrom and such differences may be material.

SECTION 3.05. Properties. (a) Murphy USA, the Company and each other Subsidiary has good title to, or valid leasehold interests in, all its property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b ) Murphy USA, the Company and each other Subsidiary owns, or is licensed to use, all patents, trademarks, copyrights, licenses, technology, software,

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domain names and other intellectual property that is necessary for the conduct of its business as currently conducted, and proposed to be conducted, and without conflict with the rights of any other Person, except to the extent any such conflict, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No patents, trademarks, copyrights, licenses, technology, software, domain names or other intellectual property used by Murphy USA, the Company or any other Subsidiary in the operation of its business infringes upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim or litigation regarding any patents, trademarks, copyrights, licenses, technology, software, domain names or other intellectual property owned or used by Murphy USA, the Company or any other Subsidiary is pending or, to the knowledge of Murphy USA, the Company or any other Subsidiary, threatened against Murphy USA, the Company or any other Subsidiary that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Murphy USA, the Company or any other Subsidiary, threatened against or affecting Murphy USA, the Company or any other Subsidiary that (i) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) involve any of the Loan Documents or the Transactions.

(b ) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Murphy USA, the Company or any other Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any fact, incident, event or condition that could reasonably be expected to form the basis for any Environmental Liability.

SECTION 3.07. Compliance with Laws and Agreements. (a) Murphy USA, the Company and each other Subsidiary is in compliance with all laws, including all orders of Governmental Authorities, applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

(b ) The Borrowers and the Subsidiaries are in compliance with applicable Anti-Corruption Laws and Sanctions in all material respects. None of (a) the Borrowers or any of the Subsidiaries, (b) to the knowledge of the Borrowers, any director, officer or employee of the Borrowers or any of the respective Subsidiaries or (c) any agent of the Borrowers or any of the Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.

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SECTION 3.08. Investment Company Status. None of Murphy USA, the Company or any other Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09. Taxes. Murphy USA, the Company and each other Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) Murphy USA, the Company or such Subsidiary, as applicable, has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA; Labor Matters. No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and each ERISA Affiliate has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan. Neither the Company nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Plan, (b) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA that are not past due.

SECTION 3.11. Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11 sets forth, as of the Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by Murphy USA, the Company or any other Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Murphy USA, the Company or any other Subsidiary owns any Equity Interests, and identifies each Subsidiary Guarantor. The Equity Interests in each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11, as of the Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which Murphy USA, the Company or any Subsidiary is a party requiring, and there are no Equity Interests in any Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by the Company or any other Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Subsidiary.

(b ) As of the Effective Date, there are not any outstanding Disqualified Equity Interests in Murphy USA or in any Subsidiary.

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SECTION 3.12. Insurance. Schedule 3.12 sets forth a description of all insurance maintained by or on behalf of Murphy USA, the Company and the other Subsidiaries as of the Effective Date.

SECTION 3.13. Solvency. Immediately after the making of each Loan on the occasion of each Borrowing and the application of the proceeds thereof, and giving effect to the rights of subrogation and contribution under the Collateral Agreement, (a) the fair value of the assets of each Loan Party will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of each Loan Party will be greater than the amount that will be required to pay the probable liability on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged, as such business is conducted at the time of and is proposed to be conducted following the making of such Loan.

SECTION 3.14. Disclosure. Murphy USA and the Company have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which Murphy USA, the Company or any other Subsidiary is subject, and all other matters known to Murphy USA or the Company, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Confidential Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of Murphy USA, the Company or any other Subsidiary to the Administrative Agent, the Arranger or any Lender in connection with the negotiation of this Agreement or any other Loan Document, included herein or therein or furnished hereunder or thereunder, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to forecasts or projected financial information, each of Murphy USA and the Company represents only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time made and at the time so furnished and, if furnished prior to the Effective Date, as of the Effective Date (it being understood that such forecasts and projections may vary from actual results and that such variances may be material).

SECTION 3.15. Collateral Matters. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the applicable

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filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02.

(b ) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02.

SECTION 3.16. Federal Reserve Regulations. None of Murphy USA, the Company or any other Subsidiary is engaged or will engage principally or as one of its important activities in the business of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation (including on the part of any Lender) of any of the regulations of the Board of Governors, including Regulations U and X. Not more than 25% of the value of the assets subject to any restrictions on the sale, pledge or other disposition of assets under this Agreement, any other Loan Document or any other agreement to which any Lender or Affiliate of a Lender is party will at any time be represented by margin stock.

SECTION 3.17. Use of Proceeds. The Letters of Credit and all proceeds of the Loans shall be used in accordance with the provisions of Section 5.11.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement.

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(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Effective Date) of each of (i) Davis Polk & Wardwell LLP, counsel for the Loan Parties, and (ii) counsel for Murphy USA and the Borrowers in Delaware , in each case in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent shall reasonably have request ed relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chief executive officer or the chief financial officer of each of Murphy USA and the Company, confirming compliance with the conditions set forth in the first sentence of paragraph (g) of this Section, in paragraphs (i), (j), (k), (m), (n), (o) and (q) of this Section and in paragraphs (a) and (b) of Section 4.02.

(e) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Commitment Letter, the Fee Letters or any Loan Document.

(g) The Collateral and Guarantee Requirement shall have been satisfied (subject to the penultimate paragraph of this Section). The Administrative Agent shall have received a completed Perfection Certificate, dated the Effective Date and signed by an executive officer or a Financial Officer of each of Murphy USA and the Company, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or that such financing statements and Liens have been, or substantially contemporaneously with the initial funding of Loans on the Effective Date will be, terminated and released.

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(h) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08.

(i) There shall not have occurred since December 31, 2012, any event, condition or circumstance that has had , or could be reasonably be expected to have , a Material Adverse Effect on the business, assets, results of operations or financial condition of Murphy USA, the Company and their subsidiaries or on the business to be conducted by them.

(j) The Administrative Agent and the Lenders shall have received true and complete copies of the Distribution Agreement , the Tax Matters Agreement, the Trademark License Agreement and each other material Spin-Off Document. The terms of the Distribution Agreement sha ll be consistent in all material respects with the information set forth in the Form 10 as in effect on the Signing Date , and no term or condition of the Distribution Agreement or any other Spin-Off Document shall have been waived, amended or otherwise modified after the Signing Date in a manner material and adverse to the rights or interests of the Lenders without the prior approval of the Administrative Agent.

(k) All conditions to the Spin-Off set forth in the Form 10 and in the Distribution Agreement , each as in effect on the Signing Date (including, for the avoidance of doubt, the completion of the “Restructuring” (as such term is defined in the Distribution Agreement), shall have been , or shall substantially concurrently with the initial extension of credit hereunder on the Effective Date be, satisfied (or shall have been waived, amended or otherwise modified in a manner not material and adverse to the rights or interests of the Lenders), and the Stock Contribution, the Spin-Off , the issuance and sale of the Senior Notes and the release of the proceeds thereof to the Company shall have been, or substantially concurrently with the initial extension of credit hereunder on the Effective Date will be, consummated on terms consistent with applicable law and, in all material respects, with the information set forth in the Form 10 as in effect on the Signing Date and the pro forma financial statements described in Sect ion 3.04 and the Projections. There shall not have been any material payment or distribution by Murphy USA, the Company or any other Subsidiary to Murphy Oil or any Affiliate thereof in connection with the Spin-Off other than the payment of the Murphy Oil Distribution a nd the Intercompany Settlements , and the assets, liabilities and capitalization of Murphy USA, the Company and the Subsidiaries after giving effect to the Murphy Oil Distribution, the Intercompany Settlements and all related transactions (including the principal amount of the Senior Notes and Term Loans and the amount of the Murphy Oil Distribution and the Intercompany Settlements) shall be consistent in all material respects with the pro forma financial statements described in Section 3.04 and the Projections .

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(l) The Lenders shall have received copies of, and the Administrative Agent shall be reasonably satisfied with, (i) the solvency opinion delivered to the Board of Directors of Murphy Oil in connection with the Spin-Off and (ii) the Internal Revenue Service letter ruling and the legal opinion of Davis Polk & Wardwell LLP delivered to Murphy Oil as to the tax-free nature of the Spin-Off.

(m) Immediately after giving effect to the Transactions on the Effective Date, Murphy USA, the Company and the Subsidiaries shall have no Indebtedness, committed credit facilities, Guarantees, letters of credit, shares of preferred stock or other preferred Equity Interests or other material contingent obligations other than (i) the Revolving Commitments and the Revolving Loans and Letters of Credit outstanding thereunder and the Term Loans, (b) the Senior Notes, (c) letters of credit outstanding in reliance on Section 6.01(j) and (d) other Indebtedness and contingent obligations set forth or described in the Form 10 (as in effect on the Signing Date) as being outstanding after giving effect to the Transactions .

(n) There shall be no litigation or administrative proceeding that could reasonably be expected to have a material adverse effect on the Transactions or on the business, assets, results of operations or financial condition of Murphy USA, the Company and the Subsidiaries or on the business to be conducted by them.

(o) All requisite Governmental Authorities and material third parties shall have approved or consented to the Transactions to the extent required (including a waiver of the requirements of Section 6.03 of Murphy Oil ’ s credit agreement dated as of June 14, 2011), all applicable notice or appeal periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Spin-Off or the other Transactions.

(p) The Administrative Agent shall have completed or received, as the case may be, (a) a field examination satisfactory to the Administrative Agent of the accounts receivable, inventory and related assets of Murphy USA, the Company and the other Loan Parties and of related accounting, data processing and other matters, (b) an appraisal satisfactory to the Administrative Agent with respect to the inventory of the Loan Parties and (c) a Borrowing Base Certificate dated as of the Effective Date with respect to the most recent month the last day of which is not less than 15 Business Days prior to the Effective Date and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrati ve Agent may reasonably request .

(q) The Borrowing Base Certificate delivered on the Effective Date shall show pro forma Availability after giving effect to the Transactions of not less than $250,000,000, and the Loan Parties shall have unrestricted domestic cash in an amount that, taken together with Availability, shall not be less than $275,000,000.

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Notwithstanding the foregoing, if Murphy USA and the Company shall have used commercially reasonable efforts to procure and deliver, but shall nevertheless be unable to deliver, any Control Agreement (other than the Control Agreement with respect to the Concentration Account, which shall be in effect on the Effective Date) that is required to be delivered in order to satisfy the requirements of the Collateral and Guarantee Requirement, such delivery shall not be a condition precedent to the obligations of the Lenders and the Issuing Banks hereunder on the Effective Date, but shall be required to be accomplished as provided in Section 5.14.

The Administrative Agent shall notify Murphy USA, the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in accordance with Section 9.02) at or prior to 5:00 p.m., New York City time, on September 30, 2013 (and, in the event such conditions shall not have been so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any conversion or continuation of any Loan) , and of each Issuing Bank to issue, amend to increase the amount thereof, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c) After giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, the Aggregate Revolving Total Exposure shall not exceed the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base.

On the date of any Borrowing (other than any conversion or continuation of any Loan) or the issuance, amendment to increase the amount thereof , renewal or extension of any Letter of Credit, Murphy USA and the Borrowers shall be deemed to have represented and warranted that the conditions specified in paragraphs (a), (b) and (c) of this Section have been satisfied and that, after giving effect to such Borrowing, or such

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issuance, amendment, renewal or extension of a Letter of Credit, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01, 2.04(a) or 2.06(b).

SECTION 4.03. Initial Credit Event in Respect of Each Borrowing Subsidiary. The obligations of the Lenders to make Loans to and of the Issuing Bank to issue Letters of Credit for the account of each Borrowing Subsidiary not a party hereto on the date hereof shall be subject to the satisfaction of the following additional conditions precedent on the date of the initial Borrowing by or Letter of Credit issuance for such Borrowing Subsidiary:

(a) The Administrative Agent shall have received such documents, legal opinions and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Joinder Agreement or such Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(b) The Lenders shall have received all documentation and other information with respect to such Borrowing Subsidiary required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(c) The Administrative Agent shall have received a copy of the Borrowing Subsidiary Joinder Agreement executed by such Borrowing Subsidiary and the Company.

ARTICLE V

Affirmative Covenants

Until the Commitments shall have expired or been terminated, the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, all Letters of Credit shall have expired or been terminated and all LC Disbursements shall have been reimbursed, Murphy USA, the Company and each of the other Borrowers covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. Murphy USA and the Company will furnish to the Administrative Agent, on behalf of each Lender (and the Administrative Agent shall promptly deliver to each Lender (which delivery may be made by posting on the Platform)) :

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(a) within 90 days after the end of each fiscal year of Murphy USA (or, so long as Murphy USA shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Annual Report on Form 10-K of Murphy USA for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidated balance sheet and the related consolidated statements of income and comprehensive income, cash flows and stockholders’ equity as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by and accompanied by the opinion of KPMG LLP or another independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification, exception or emphasis and without any qualification, exception or emphasis as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Murphy USA and its consolidated Subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Murphy USA (or, so long as Murphy USA shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Quarterly Report on Form 10-Q of Murphy USA for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet as of the end of such fiscal quarter, the related and the related consolidated statements of income and comprehensive income, cash flows and stockholders’ equity for such fiscal quarter and the then elapsed portion of the fiscal year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a Financial Officer of Murphy USA as presenting fairly, in all material respects, the financial position, results of operations and cash flows of Murphy USA and its consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes;

(c) as soon as available but in any event within 15 Business Days of the end of each calendar month, as of the last day of the preceding fiscal month, (or within 3 Business Days of the end of each week during the continuance of an Event of Default or during any period (i) commencing on any day when Availability has for three consecutive Business Days been less than the greater of (A) 20% of the lesser of (1) the Aggregate Revolving Commitment then in effect and (2) the Borrowing Base then in effect, and (B) $80,000,000, and (ii) ending after Availability has been greater than the amount set forth in clause (i) above for 30 consecutive calendar days; provided that if in any 12-month period weekly reporting shall have commenced three times, then such reporting shall on such third occasion continue until the later of (1) the first day after Availability has

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been greater than the amount set forth in clause (i) above for 30 consecutive calendar days and (2) the first day after the last day of such 12-month period) a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrati ve Agent may reasonably request ;

(d) concurrently with each delivery of financial statements under clause (a) or (b) above, a completed Compliance Certificate signed by a Financial Officer of each of Murphy USA and the Company, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.11(determined as if a Covenant Period were then applicable) and 6.12, (iii) if any change in GAAP or in the application thereof has occurred since the date of the consolidated balance sheet of Murphy USA most recently theretofore delivered under clause (a) or (b) above (or, prior to the first such delivery, referred to in Section 3.04) that has had, or could have, a significant effect on the calculations of the Consolidated Fixed Charge Coverage Ratio, the Secured Leverage Ratio or the Borrowing Base, specifying the nature of such change and the effect thereof on such calculations , (iv) certifying that all notices required to be provided under Sections 5.03 and 5.04 have been provided and (v) at any time when there is any Unrestricted Subsidiary, including as an attachment with respect to each such financial statement, an Unrestricted Subsidiary Reconciliation Statement (except to the extent that the information required ther eby is separately provided with the public filing of such financial statement);

(e) within 90 days after the end of each fiscal year of Murphy USA, a completed Supplemental Perfection Certificate, signed by a Financial Officer of each of Murphy USA and the Company, setting forth the information required pursuant to the Supplemental Perfection Certificate;

(f) not later than 30 days after the commencement of each fiscal year of Murphy USA, a detailed consolidated budget for such fiscal year (including projected consolidated balance sheet s and related projected statements of income and cash flows as of the end of and for each fiscal quarter during such fiscal year and as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly after the same become available, any significant revisions to such budget;

(g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Murphy USA, the Company or any other Subsidiary with the SEC or with any national securities exchange, or distributed by Murphy USA to its shareholders generally, as the case may be;

(h) promptly after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA

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that Murphy USA or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that Murphy USA or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if Murphy USA or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, Murphy USA or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and

(i) promptly after any request therefor, such other information regarding the operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition of Murphy USA, the Company or any other Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

Information required to be delivered pursuant to clause (a), (b) , (g) or ( i ) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at http://www.sec.gov. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. In the event any financial statements delivered under clause (a) or (b) above shall be restated, Murphy USA and the Company shall deliver, promptly after such restated financial statements become available, revised Compliance Certificates with respect to the periods covered thereby that give effect to such restatement, signed by a Financial Officer of each of Murphy USA and the Company.

SECTION 5.02. Notices of Material Events. Murphy USA and the Borrowers will furnish to the Administrative Agent (and the Administrative Agent shall promptly deliver to each Lender (which delivery may be made by posting on the Platform)) prompt written notice of the following:

(a) the occurrence of, or receipt by Murphy USA or any Borrower of any written notice claiming the occurrence of, any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Murphy USA, the Company or any other Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by Murphy USA, the Company or any other Subsidiary to the Administrative Agent and the Lenders, that in each case could reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of any Loan Document;

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(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Murphy USA, the Company and the other Subsidiaries in an aggregate amount of $25,000,000 or more;

(d) the occurrence of any disposition of a Loan Party, or any disposition outside the ordinary course of business of, or any casualty or condemnation event affecting, assets reflected in the then-current Borrowing Base having a fair market value of $25,000,000 or more, and such notice shall include such information as shall be required for the Administrative Agent to adjust the Borrowing Base to reflect such disposition; and

(e) any other development that has resulted, or could reasonably be expected to result, in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of each of Murphy USA and the Company or the applicable Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Additional Subsidiaries. If any Subsidiary is formed or acquired after the Effective Date, Murphy USA and the Company will, as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Guarantor) and with respect to any Equity Interests in or Indebtedness of such Subsidiary owned by any Loan Party

SECTION 5.04. Information Regarding Collateral; Deposit and Securities Accounts. (a) Murphy USA and the Company will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (iii) the location of the chief executive office of any Loan Party or (iv) the organizational identification number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. Murphy USA and the Company agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.

(b ) Murphy USA and the Company will furnish to the Administrative Agent prompt written notice of the acquisition by any Loan Party of any other material assets after the Effective Date, other than any assets constituting Collateral under the Security Documents in which the Administrative Agent shall have a valid, legal and

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perfected security interest (with the priority contemplated by the applicable Security Document) upon the acquisition thereof.

(c ) Murphy USA and the Company will, in each case as promptly as practicable, notify the Administrative Agent of the existence of any d eposit a ccount or s ecurities a ccount maintained by a Loan Party in respect of which a Control Agreement is required to be in effect pursuant to the definition of the term “Collateral and Guarantee Requirement” but is not yet in effect.

SECTION 5.05. Existence; Conduct of Business. Murphy USA, the Company and each other Subsidiary will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any transaction permitted under Section 6.03 or 6.05.

SECTION 5.06. Payment of Obligations and Taxes. Murphy USA, the Company and each other Subsidiary will pay its obligations, including Tax liabilities, before the same shall become delinquent or in default, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) Murphy USA, the Company or such other Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to make payment could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 5.07. Maintenance of Properties. Murphy USA, the Company and each other Subsidiary will keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION 5.08. Insurance. Murphy USA, the Company and each other Subsidiary will maintain, with financially sound and reputable insurance companies, insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. Each such policy of liability or casualty insurance maintained by or on behalf of Loan Parties shall (a) in the case of each liability insurance policy (other than workers’ compensation, director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder, (b) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as the loss payee thereunder and (c) provide for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy.

SECTION 5.09. Books and Records; Inspection and Audit Rights. Murphy USA, the Company and each other Subsidiary will keep proper books of record

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and account in which full, true and correct entries in accordance with GAAP and applicable law are made of all dealings and transactions in relation to its business and activities. Murphy USA, the Company and each other Subsidiary will permit the Administrative Agent or any Lender, and any agent designated by any of the foregoing, upon reasonable prior notice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records and (c) to discuss its operations, business affairs, assets, liabilities (including contingent liabilities) and financial condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

SECTION 5.10. Compliance with Laws. Murphy USA, the Company and each other Subsidiary will comply with all laws, including all orders of any Governmental Authority, applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.11. Use of Proceeds and Letters of Credit. The proceeds of the Term Loans made on the Effective Date will be used solely for the payment, first, of fees and expenses payable in connection with the Transactions, and, second, to the extent of the remaining proceeds thereof and together with the proceeds of the Senior Notes to fund the Murphy Oil Distribution and Intercompany Settlements in connection with the Transactions . The proceeds of the Revolving Loans and Swingline Loans will be used solely for working capital and other general corporate purposes of Murphy USA, the Company and the other Restricted Subsidiaries. Letters of Credit will be issued only to support obli gations of the Company and the Subsidiaries incurred in the ordinary course of business.

SECTION 5.12. Further Assurances. Murphy USA, the Company and each other Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any applicable law, or that the Administrative Agent may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times or otherwise to effectuate the provisions of the Loan Documents, all at the expense of the Loan Parties. Murphy USA and the Company will provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

SECTION 5.13. Spin-Off Documents. Murphy USA, the Company and each other Subsidiary will comply with the Spin-Off Documents, except where failure to do so could not reasonably be expected to impair access to intellectual property rights, result in the Spin-Off being taxable to Murphy Oil or its shareholders or otherwise have a Material Adverse Effect .

SECTION 5.14. Control Agreements. (a) As promptly as practicable, and in any event within 9 0 days, after the Effective Date, Murphy USA, the Company

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and each other Loan Party will deliver all Control Agreements that would have been required to be delivered on the Effective Date but for the penultimate sentence of Section 4.01, in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

(b) The Loan Parties shall at all times on and after the 90th day following the Effective Date (subject to extension as agreed by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement” ) (i) cause the available amount in each depo sit account in which station receipts are deposited to be swept to the C oncentration A ccount at the end of each Business Day (whether directly or through local concentration accounts that are in turn swept to the Concentration Account on such Business Day) and (ii) cause to be deposited directly into the Concentration Account ( A ) all payments in respect of Credit Card Receivables, ( B ) all proceeds of Accounts and ( C ) all cash swept from all deposit accounts in which station receipts are deposited .

SECTION 5.15. Field Examinations and Appraisals . (a) On not more than one occasion during any 12-month period, at the request of the Administrative Agent, the Loan Parties will permit, upon reasonable notice and during normal business hours, the Administrative Agent to conduct a field examination of the Collateral included in the Borrowing Base and related reporting and control systems. Notwithstanding the foregoing, if at any time Availability has for three consecutive Business Days been less than the greater of (A) 25% of the lesser of (1) the Aggregate Revolving Commitment then in effect and (2) the Borrowing Base then in effect, and (B) $100,000,000, two field examinations shall be permitted during the 12-month period commencing on such third Business Day; provided that, if an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations but the number or frequency of field examinations shall be at the Permitted Discretion of the Administrative Agent. For purposes of this Section 5.15, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such field examinations by the Administrative Agent shall be at the sole expense of the Loan Parties.

(b) On not more than one occasion during any 12-month period, at the request of the Administrative Agent, the Loan Parties will provide the Administrative Agent with an appraisal (or update thereof) of their Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisal and update to include, without limitation, information required by applicable law and regulations. Notwithstanding the foregoing, if at any time Availability has for three consecutive Business Days been less than the greater of (A) 25% of the lesser of (1) the Aggregate Revolving Commitment then in effect and (2) the Borrowing Base then in effect, and (B) $100,000,000 the Administrative Agent shall be permitted to request, and the Loan Parties will provide, two appraisals (or updates thereof) during the 12-month period commencing on such third Business Day; provided that, if an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of appraisals (or updates thereof)

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but the number or frequency of appraisals (or updates thereof) shall be at the Permitted Discretion of the Administrative Agent. For purposes of this Section 5.15, it is understood and agreed that a single appraisal (or update thereof ) may be conducted at multiple relevant sites and involve one or more Loan Parties and their assets. All such appraisals and updates thereof shall be at the sole expense of the Loan Parties.

ARTICLE VI

Negative Covenants

SECTION 6.01. Indebtedness; Certain Equity Securities. None of Murphy USA, the Company or any other Subsidiary will create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created under the Loan Documents;

(b) the Senior Notes, the Guarantees thereof by Murphy USA, the Company and the other Subsidiary Guarantors, and Refinancing Indebtedness in respect thereof, in an aggregate principal amount not in excess of $ 500,000,000 ;

(c) Indebtedness existing on the date hereof and set forth on Schedule 6.01 and Refinancing Indebtedness in respect thereof;

(d) Indebtedness of any Subsidiary to Murphy USA, the Company or any other Subsidiary; provided that (A) such Indebtedness shall not have been transferred to any Person other than Murphy USA, the Company or any other Subsidiary, (B) any such Indebtedness owing by any Loan Party shall be unsecured and subordinated in right of payment to the Loan Document Obligations on terms customary for intercompany subordinated Indebtedness, as reasonably determined by the Administrative Agent, (C) any such Indebtedness owing to any Loan Party shall be evidenced by a promissory note that shall have been pledged pursuant to the Collateral Agreement and (D) any such Indebtedness owing by any Subsidiary that is not a Loan Party to any Loan Party shall be incurred in compliance with Section 6.04;

(e) Guarantees incurred in compliance with Section 6.04;

(f) Indebtedness of the Company or any other Subsidiary (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, provided that

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such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or (ii) assumed in connection with the acquisition of any fixed or capital assets, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (f) shall not at any time exceed $10,000,000;

(g) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in a Permitted Acquisition, provided that (A) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (B) neither Murphy USA nor any Subsidiary (other than such Person or any special purpose merger Subsidiary with which such Person is merged or consolidated or the Person that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the payment of such Indebtedness, and Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (g) shall not at any time exceed $10,000,000;

(h) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof;

(i) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of Murphy USA or any Subsidiary in the ordinary course of business supporting obligations under (A) workers’ compensation, unemployment insurance and other social security laws and (B) bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and obligations of a like nature, which obligations in each case shall not be secured except by any Lien incurred in reliance on Section 6.02(a)(xi);

(j) Indebtedness in respect of the letters of credit outstanding on the date hereof and set forth on Schedule 6.01(j) and Refinancing Indebtedness in respect thereof ;

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(k) Indebtedness of the Company or any other Subsidiary in the form of purchase price adjustments, earn-outs, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Investment permitted by Section 6.04; and

(l) Other unsecured Indebtedness of Murphy USA, the Company or any Subsidiary so long as at the time of the incurrence thereof and giving pro forma effect thereto in accordance with Section 1.04(b), (i) no Event of Default shall have occurred and be continuing and (ii) the aggregate principal amount of the Indebtedness outstanding at any time in reliance on this clause (l) shall not exceed $100,000,000; provided that the aggregate principal amount of Indebtedness of the Subsidiaries that are not Loan Parties outstanding at any time in reliance on this clause (l) shall not exceed $10,000,000.

SECTION 6.02. Liens. (a) None of Murphy USA, the Company or any other Subsidiary will create, incur, assume or permit to exist any Lien on any asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(i) Liens created under the Loan Documents;

(ii) Permitted Encumbrances;

(iii) any Lien on any asset of Murphy USA, the Company or any other Subsidiary existing on the date hereof and set forth on Schedule 6.02 (including any Lien that attaches by law to the proceeds thereof) ; provided that (A) such Lien shall not apply to any other asset of Murphy USA, the Company or any other Subsidiary and (B) such Lien shall secure only those obligations that it secures on the date hereof and any extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(c) as Refinancing Indebtedness in respect thereof;

(iv) any Lien existing on any asset prior to the acquisition thereof by the Company or any other Subsidiary or existing on any asset of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof prior to the time such Person becomes a Subsidiary (or is so merged or consolidated); provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger or consolidation), (B) such Lien shall not apply to any other asset of Murphy USA, the Company or any other Subsidiary (other than, in the case of any such merger or consolidation, the assets of any special purpose merger Subsidiary that is a party thereto (other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred

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prior to such date and which Indebtedness and other obligations are permitted hereunder that require a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property (1) of Murphy USA, the Company or any Subsidiary other than the acquired Subsidiary and its Subsidiaries or (2) to which such requirement would not have applied but for such acquisition) ) and (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or is so merged or consolidated), and any extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(g) as Refinancing Indebtedness in respect thereof;

(v) Liens on fixed or capital assets acquired, constructed or improved by the Company or any other Subsidiary; provided that (A) such Liens secure only Indebtedness permitted by Section 6.01(f) and obligations relating thereto not constituting Indebtedness and (B) such Liens shall not apply to any other asset of Murphy USA, the Company or any other Subsidiary (other than accessions and additions thereto and the proceeds and products thereof); provided further that in the event purchase money obligations are owed to any single Person with respect to the financing of more than one purchase of fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person;

(vi) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;

(vii) in the case of (A) any Subsidiary that is not a wholly-owned Subsidiary or (B) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement;

(viii) Liens solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Company or any other Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder;

(ix) Liens on cash collateral securing obligations (A) in respect of letters of credit permitted under Section 6.01(j) and (B) under Hedg ing Agreements entered into by Ethanol Subsidiaries to hedge corn prices ;

(x) Liens on assets of Foreign Subsidiaries securing Indebtedness or other obligations of such Subsidiaries permitted under Section 6.01; and

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(xi) other Liens on assets of the Company or any other Subsidiary (other than Collateral and intellectual property licensed under the Collateral Agreement) securing Indebtedness or other monetary obligations; provided that the sum, without duplication, of (A) the principal amount of the Indebtedness and other monetary obligations secured by such Liens and (B) the Attributable Indebtedness in respect of outstanding Sale/Leaseback Transactions permitted under Section 6. 06 shall at no time exceed $10,000,000.

(b) Notwithstanding the foregoing, (i) none of the Liens permitted by Section 6.02(a) may at any time attach to any Loan Party’s (A) Accounts, other than those permitted under clause (a) or (k) of the definition of Permitted Encumbrances and Section 6.02(a)(i) or (iv) or (B) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrances and Section 6.02(a)(i) or (iv) and (ii) none of Murphy USA, the Company or any other Subsidiary shall create, incur, assume or permit to exist any Liens securing Indebtedness on any retail sales establishments or other fixed assets owned by Domestic Subsidiaries or on Equity Interests in the Company or any other Subsidiary other than as permitted by Section 6.02(a) (iv) or (v) .

SECTION 6.03. Fundamental Changes; Business Activities. (a) None of Murphy USA, the Company or any other Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person (other than the Company or another Subsidiary) may merge into Murphy USA in a transaction in which Murphy USA is the surviving corporation, (ii) any Person (other than Murphy USA) may merge into the Company in a transaction in which the Company is the surviving corporation, (iii) any Person (other than Murphy USA or the Company) may merge or consolidate with any Subsidiary (other than the Company) in a transaction in which the surviving entity is a Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iv) any Subsidiary (other than the Company) may merge into or consolidate with any Person (other than Murphy USA or the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (v) any Subsidiary (other than the Company) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04.

(b ) None of Murphy USA, the Company or any other Subsidiary will engage to any material extent in any business other than businesses of the type conducted by Murphy USA, the Company and the other Subsidiaries on the date hereof and businesses reasonably related thereto.

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. None of Murphy USA, the Company or any other Subsidiary will purchase, hold, acquire (including pursuant to any merger or consolidation with any

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Person that was not a wholly-owned Subsidiary prior thereto), make or otherwise permit to exist any Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all the assets of any other Person or of a business unit, division, product line or line of business of any other Person, or assets acquired other than in the ordinary course of business that, following the acquisition thereof, would constitute a substantial portion of the assets of Murphy USA and the Subsidiaries, taken as a whole, except:

(a) Permitted Investments;

(b) Investments existing on the date hereof in Subsidiaries;

(c) other Investments existing on the date hereof and set forth on Schedule 6.04 (but not any additions thereto made after the date hereof);

(d) investments by Murphy USA, the Company and the other Subsidiaries in Equity Interests in their subsidiaries; provided that (i) such subsidiaries are Subsidiaries prior to such investments, (ii) any such Equity Interests held by a Loan Party shall be pledged to the extent required by the definition of the term “Collateral and Guarantee Requirement” and (iii ) the aggregate amount of such investments by the Loan Parties in, and loans and advances by the Loan Parties to, and Guarantees by the Loan Parties of Indebtedness and other obligations of, Subsidiaries that are not Loan Parties (excluding all such investments, loans, advances and Guarantees existing on the date hereof and permitted by clause (c) above and up to an additional $20,000,000 for Investments in Ethanol Subsidiaries (including by Guarantee) to satisfy obligations under corn price Hedging Agreements ) shall not exceed $10,000,000 at any time outstanding;

(e) loans or advances made by Murphy USA, the Company or any other Subsidiary to any Subsidiary; provided that (i) the Indebtedness resulting therefrom is permitted by Section 6.01(d) and (ii) the amount of such loans and advances made by the Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (d) above;

(f) Guarantees by Murphy USA, the Company or any other Subsidiary of Indebtedness or other obligations of Murphy USA, the Company or any other Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any Letter of Credit or any other letter of credit or letter of guaranty); provided that (i) a Subsidiary that has not Guaranteed the Secured Obligations pursuant to the Collateral Agreement shall not Guarantee any Indebtedness or other obligations of any Loan Party and (ii) the aggregate amount of Indebtedness and other obligations of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) above;

(g) Investments held by any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a

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Subsidiary in a transaction permitted hereunder) after the date hereof, or Investments of any Person that are acquired by any Subsidiary as part of an acquisition of assets by such Subsidiary in a Permitted Acquisition, provided that such Investments exist at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and are not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired;

(h) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(i) Investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance with Section 6.05;

(j) Investments by Murphy USA, the Company or any other Subsidiary that result solely from the receipt by Murphy USA, the Company or such Subsidiary from any of its subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities (but not any additions thereto made after the date of the receipt thereof);

(k) Investments in the form of Hedging Agreements permitted under Section 6.07;

(l) payroll, travel and similar advances to directors and employees of Murphy USA or any Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses of Murphy USA or such Subsidiary for accounting purposes and that are made in the ordinary course of business;

(m) loans or advances to directors and employees of Murphy USA or any Subsidiary made in the ordinary course of business; provided that the aggregate amount of such loans and advances outstanding at any time shall not exceed $ 10,000,000 ;

(n) Permitted Acquisitions;

(o) without duplication of amounts paid pursuant to Section 6.08(b)(vi), other Investments with amounts that could otherwise have been paid as Restricted Pa yments under Section 6.08(a)(viii );

(p) Investments and acquisitions made as part of the Transactions ; and

(q) other Investments and acquisitions in an aggregate amount outstanding at any time not to exceed $10,000,000 .

SECTION 6.05. Asset Sales. None of Murphy USA, the Company or any other Subsidiary will sell, transfer, lease or otherwise dispose of any asset, including any

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Equity Interest owned by it, nor will any Subsidiary issue any additional Equity Interest in such Subsidiary (other than to Murphy USA, the Company or any other Subsidiary in compliance with Section 6.04, and other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law), except:

(a) sales, transfers, leases and other dispositions in the ordinary course of business of inventory or used or surplus equipment or of cash and Permitted Investments;

(b) sales in the ordinary course of business of immaterial assets, including individual retail sales establishments and terminals;

(c) sales, transfers, leases and other dispositions to Murphy USA, the Company or any other Subsidiary; provided that any such sales, transfers, leases or other dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Sections 6.04 and 6.09;

(d) sales, transfers or other dispositions of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction;

(e) dispositions of assets subject to any casualty or condemnation proceeding (including dispositions in lieu of condemnation);

(f) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;

(g) sales, transfers, leases and other dispositions made as part of the Transactions;

(h) sales, transfers, leases and other dispositions made as part of the Calumet Transaction;

(i) sales, transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section; provided that (i) the aggregate fair value of all assets sold, transferred, leased or otherwise disposed of in reliance on this clause shall not exceed $ 30,000,000 during any fiscal year of Murphy USA, and (ii) all sales, transfers, leases and other dispositions made in reliance on this clause shall be made for fair value and at least 75% cash consideration ; and

(j) sales of the Equity Interests in or assets of any Ethanol Sub sidiary .

Notwithstanding the foregoing, other than dispositions to the Company or another Subsidiary in compliance with Section 6.04, and other than directors’ qualifying shares

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and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable requirements of law, no such sale, transfer or other disposition of any Equity Interests in any Subsidiary shall be permitted unless (i) such Equity Interests constitute all the Equity Interests in such Subsidiary held by Murphy USA and the Subsidiaries and (ii) immediately after giving effect to such transaction, Murphy USA and the Subsidiaries shall otherwise be in compliance with Section 6.04.

SECTION 6.06. Sale/Leaseback Transactions. None of Murphy USA, the Company or any other Subsidiary will enter into any Sale/Leaseback Transaction unless (a) the sale or transfer of the property thereunder is permitted under Section 6.05, (b) any Capital Lease Obligations arising in connection therewith are permitted under Section 6.01 and (c) either (i) such Sale/Leaseback Transaction relates to a fixed or capital asset, is made for cash consideration in an amount not less than the fair value of such asset and is consummated within 90 days after the Borrower or a Subsidiary acquires or completes the construction of such asset or (ii) after giving effect to such Sale/Leaseback Transaction, the sum, without duplication of (A) the Attributable Indebtedness in respect of outstanding Sale/Leaseback Transactions permitted under this clause (c)(ii) and (B) the principal amount of the Indebtedness and other monetary obligations secured by Liens permitted under Section 6.02(a)(x i ) shall at no time exceed $10,000,000.

SECTION 6.07. Hedging Agreements. None of Murphy USA, the Company or any other Subsidiary will enter into any Hedging Agreement, except (a) Hedging Agreements entered into to hedge or mitigate risks to which Murphy USA, the Company or any other Subsidiary has actual exposure (other than in respect of Equity Interests or Indebtedness of Murphy USA, the Company or any other Subsidiary) and (b) Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of Murphy USA, the Company or any other Subsidiary.

SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) None of Murphy USA, the Company or any other Subsidiary will declare or make, or agree to pay or make, directly or indi rectly, any Restricted Payment , except that (i) Murphy USA may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests permitted hereunder, (ii) any Subsidiary may declare and pay dividends or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to Murphy USA and the Subsidiaries ) , (iii) Murphy USA may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) Murphy USA may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock in Murphy USA, (v) Murphy USA may make Restricted Payments, not exceeding $ 30,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of Murphy USA, the Company and the other Subsidiaries, (vi) Murphy USA may declare and pay

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dividends with respect to its Equity Interests payable in cash, not exceeding $ 10,000,000 in the aggregate for any fiscal year, (vii) the Company may pay the Murphy Oil Distribution and make any Intercompany Settlements and (viii) Murphy USA may make additional Restricted Payments in cash so long as at the time of declaration (in the case of a dividend) or payment (in all other cases) (A) no Default shall have occurred and be continuing and (B) after giving effect to such Restricted Payment, and any related incurrence of Indebtedness, on a pro forma basis in accordance with Section 1.04(b), (1) Availability shall exceed the greater of (x) 25% of the lesser of the aggregate Revolving Commitments and the Borrowing Base and (y) $100,000,000, and (2) Murphy USA and the Company shall be in compliance with the covenant set forth in Section 6.11 (determined as if a Covenant Period were then applicable) and, if any Term Loans shall be outstanding, Section 6.12 (calculated as of the last day of, or for, the period of four consecutive fiscal quarters of Murphy USA then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or prior to the first such delivery, as of, or for, such period ended on June 30, 2013).

( b ) None of Murphy USA, the Company or any other Subsidiary will make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness (other than intercompany Indebtedness) , or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, defeasance, cancelation or termination of any Indebtedness (other than Disqualified Equity Interests and intercompany Indebtedness ), except:

(i) payments of or in respect of Indebtedness created under the Loan Documents;

(ii) regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof;

(iii) refinancings of Indebtedness with the proceeds of other Indebtedness permitted under Section 6.01;

(iv) payments of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness in transactions permitted her eunder;

(v) payments of or in respect of Indebtedness made solely with Equity Interests in Murphy USA (other than Disqualified Equity Interests) ;

(vi) without duplication of amounts paid pursuant to Section 6.04(o), payments of Indebtedness in amounts that could have been paid as Restricted P ayments under Section 6.08(a)(viii ) ; and

(vii) the Intercompany Settlements .

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SECTION 6.09. Transactions with Affiliates. None of Murphy USA, the Company or any other Subsidiary will sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to Murphy USA, the Company or such Subsidiary than those that would prevail in arm’s-length transactions with unrelated third parties, (b) transactions between or among the Loan Parties not involving any other Affiliate, (c) any Restricted Payment permitted under Section 6.08, (d) issuances by Murphy USA of Equity Interests (other than Disqualified Equity Interests), (e) compensation and indemnification of, and other employment arrangements with, directors, officers and employees of Murphy USA, the Company or any other Subsidiary entered in the ordinary course of business and (f) the Transactions and the other transactions and Investments permitted under clauses (d), (e), (f), (k) and (l) of Section 6.04.

SECTION 6.10. Restrictive Agreements. None of Murphy USA, the Company or any other Subsidiary will, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that restricts or imposes any condition upon (a) the ability of Murphy USA, the Company or any other Subsidiary to create, incur or permit to exist any Lien upon any of its assets to secure any Secured Obligations or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to Murphy USA, the Company or any other Loan Party or to Guarantee Indebtedness of Murphy USA, the Company or any other Loan Party; provided that (i) the foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document, (B) restrictions and conditions imposed by the Senior Notes Documents as in effect on the date hereof, (C) restrictions and conditions imposed by any other Indebtedness permitted under Section 6.01, including any Refinancing Indebtedness in respect of the Senior Notes permitted under Section 6.01(b), provided that the restrictions and conditions imposed by any such Indebtedness are not less favorable to the Lenders than the restrictions and conditions imposed by the Senior Notes Documents, ( D ) restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), ( E ) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary, or a business unit, division, product line or line of business, that are applicable solely pending such sale, provided that such restrictions and conditions apply only to the Subsidiary, or the business unit, division, product line or line of business, that is to be sold and such sale is permitted hereunder and ( F ) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement, provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (ii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.01(f) or (g) if such restrictions or conditions apply only to the assets securing such Indebtedness or (B) customary provisions in leases and other agreements restricting the assignment thereof and (iii) clause (b) of the foregoing shall not apply to (A) restrictions and conditions imposed by agreements relating to Indebtedness of any

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Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 6.01(g) (but shall apply to any amendment or modification expanding the scope of any such restriction or condition), provided that such restrictions and conditions apply only to such Subsidiary, and (B) restrictions and conditions imposed by agreements relating to Indebtedness of Foreign Subsidiaries permitted under Section 6.01, provided that such restrictions and conditions apply only to Foreign Subsidiaries. Nothing in this paragraph shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Loan Parties under Sections 5.03, 5.04 or 5.12 or under the Security Documents.

SECTION 6.11. Consolidated Fixed Charge Coverage Ratio. During any period (each, a “ Covenant Period ”) (a) commencing on any day when Availability has for three consecutive Business Days been less than the greater of (i) 17.5% of the lesser of (A) the Aggregate Revolving Commitment then in effect and (B) the Borrowing Base then in effect, and (ii) $70,000,000, and (b) ending after Availability has been greater than the amount set forth in clause (a) above for 30 consecutive calendar days, the Loan Parties will not permit the Consolidated Fixed Charge Coverage Ratio for any Test Period (commencing with the Test Period ended most recently prior to the commencement of the Covenant Period for which financial statements shall have been delivered ) to be less than 1.00 to 1.00.

SECTION 6.12. Secured Leverage Ratio. Murphy USA and the Company will not permit the Secured Leverage Ratio at any time when any Term Loan is outstanding to be greater than 4.50 to 1.00.

SECTION 6.13. Fiscal Year. Murphy USA and the Company will not, and will not permit any other Subsidiary to, change its fiscal year to end on a date other than December 31.

SECTION 6.14. Anti-Corruption Laws . No Borrowing will be made or Letter of Credit issued, and no proceeds of any Borrowing will be used, (A) for the purpose of funding payments to any officer or employee of a Governmental Authority or of a Person controlled by a Governmental Authority, to any person acting in an official capacity for or on behalf of any Governmental Authority or Person controlled by a Governmental Authority, or to any political party, official of a political party, or candidate for political office, in each case in violation of applicable Anti-Corruption Laws, (B) for the purpose of financing the activities of any Sanctioned Person or (C) in any manner that would result in the violation of Sanctions by any party hereto.

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ARTICLE VII

Events of Default

If any of the following events (“ Events of Default ”) shall occur:

(a) a Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) a Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation, warranty or statement made or deemed made by or on behalf of Murphy USA, the Company or any other Subsidiary in any Loan Document or in any report, certificate, financial statement or other information provided pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect in any material respect when made or deemed made;

(d) Murphy USA or the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.05 (with respect to the existence of Murphy USA, the Company or any other Borrower), 5.11 or 5.14 or in Article VI;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.01(c), and such failure shall continue unremedied for a period of five Business Days (or two Business Days at any time when the parenthetical in Section 5.01(c) is applicable) , or (ii) any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent or any Lender to the Company (with a copy to the Administrative Agent in the case of any such notice from a Lender);

(f) Murphy USA, the Company or any other Subsidiary shall fail to make any payment (whether of principal, interest, termination payment or other payment obligation and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due or being terminated or required to be prepaid, repurchased, redeemed or defeased prior to its scheduled maturity, or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf,

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or, in the case of any Hedging Agreement, the applicable counterparty, to cause such Material Indebtedness to become due, or to terminate such Material Indebtedness or require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (i) any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness or (ii) any Indebtedness that becomes due as a result of a voluntary refinancing thereof permitted under Section 6.01;

(h) one or more ERISA Events shall have occurred that, in the opinion of the Required Lenders, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;

(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Murphy USA, the Company or any other Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Murphy USA, the Company or any other Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(j) Murphy USA, the Company or any other Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation (other than any liquidation permitted by Section 6.03(a)(iv)), reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Murphy USA, the Company or any other Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors, or the board of directors (or similar governing body) of Murphy USA, the Company or any other Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to above in this clause (j) or clause (i) of this Article;

(k) Murphy USA, the Company or any other Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(l) one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 shall be rendered against Murphy USA, the

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Company, any other Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Murphy USA, the Company or any other Subsidiary to enforce any such judgment;

(m) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material Collateral, with the priority required by the applicable Security Document, except as a result of (i) a sale or transfer of the applicable Collateral in a transaction permitted under the Loan Documents, (ii) the release thereof as provided in the applicable Security Document or Section 9.14 or (ii) the Administrative Agent’s failure to maintain possession of any stock certificate, promissory note or other instrument delivered to it under the Collateral Agreement;

(n) any material provision of any Loan Document or any Guarantee purported to be created under any Loan Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, in full force and effect, except as a result of the release thereof as provided in the applicable Loan Document or Section 9.14; or

(o) a Change in Control shall occur;

then, and in every such event (other than an event with respect to Murphy USA, the Company or any other Borrower described in clause (i) or (j) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Murphy USA and the Company, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part (but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding), in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers hereunder, shall become due and payable immediately, and (iii) require the deposit of cash collateral in respect of LC Exposure as provided in Section 2.06(i), in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Murphy USA, the Company and each other Borrower; and in the case of any event with respect to Murphy USA, the Company or any other Borrower described in clause (i) or (j) of this Article, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers hereunder, shall immediately and automatically become due and payable and the deposit of such cash collateral in respect of LC Exposure shall immediately and automatically become due, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Murphy USA, the Company and each other Borrower.

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ARTICLE VIII

The Administrative Agent

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent and collateral agent under the Loan Documents, and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Neither the Company nor any other Loan Party shall have rights as a third-party beneficiary of any such provisions.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Murphy USA, the Company or any other Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or the Issuing Banks.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties) , (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and

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shall not be liable for the failure to disclose, any information relating to Murphy USA, the Borrower, any other Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or wilful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment). The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by Murphy USA, any other Borrower, a Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any loss, cost or expense suffered by the Borrowers or any Lender as a result of, any such determination of the Revolving Total Exposure, Availability, the Borrowing Base or the component amounts of any thereof. The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel ,

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independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by Murphy USA and the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by Murphy USA, the Company and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each

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case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub ‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.

Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

Except with respect to the exercise of setoff rights of any Lender in accordance with Section 9.08 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other

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disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition.

In furtherance of the foregoing and not in limitation thereof, no Hedging Agreement the obligations under which constitute Secured Obligations or agreement in respect of Banking Services will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document except as expressly provided in the Collateral Agreement. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedging Agreement or agreement in respect of Banking Services shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(a)(v). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposure and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.13, 2.14, 2.16, 2.17, 2.18 and 9.03) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03).

Notwithstanding anything herein to the contrary, neither the Arrangers nor any Person named on the cover page of this Agreement as a Syndication Agent or a Documentation Agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder.

The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Company’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of Murphy USA, the Company or any other Loan Party shall have any rights as a third party beneficiary of any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) of this Section), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

(i) if to Murphy USA, the Company or any Borrower, to the Company at 200 Peach Street, El Dorado, Arkansas 71730 , Attention of Mindy West (Fax No. 870-881-6893 ) , with a copy to the Company at 200 Peach Street, El Dorado, Arkansas 71730, Attention of John Moore (Fax No. 870-881-6893 ) ;

(ii) if to the Administrative Agent or to the Swingline Agent , to JP Morgan Chase Bank, N.A., Mailcode: IL1 1190, 10 S. Dearborn, 22nd Floor, Chicago, IL 60603, Attention of CBC Operations (Fax No. (713) 732-7608 ), with a copy to JPMorgan Chase Bank, N.A., 2200 Ross Avenue, 9th Floor, Dallas, TX 75201 , Attention of Andrew Ray (Fax No. 214-965-2594 );

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(iii) if to any Issuing Bank, to it at its address (or fax number) most recently specified by it in a notice delivered to the Administrative Agent, Murphy USA and the Company (or, in the absence of any such notice, to the address (or fax number) set forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof); and

(iv) if to any other Lender, to it at its address (or fax number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient); and notices delivered through electronic communications to the extent provided in paragraph (b) of this Section shall be effective as provided in such paragraph.

(b) Notices and other communications to the Lenders and Issuing Banks hereunder may be delivered or furnished by electronic communications (including email and Internet and intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices under Article II to any Lender or Issuing Bank if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Any notices or other communications to the Administrative Agent, Murphy USA or the Company may be delivered or furnished by electronic communications pursuant to procedures approved by the recipient thereof prior thereto; provided that approval of such procedures may be limited or rescinded by any such Person by notice to each other such Person.

(c) Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto.

(d) Murphy USA and the Company agree that the Administrative Agent may, but shall not be obligated to, make any Communication by posting such Communication on Debt Domain, Intralinks, Syndtrak or a similar electronic transmission system (the “ Platform ”). The Platform is provided “as is” and “as available”. Neither the Administrative Agent nor any of its Related Parties warrants, or shall be deemed to warrant, the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made, or shall be deemed to be made, by the Administrative Agent or any of its Related Parties in connection with the Communications or the Platform.

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SECTION 9.02 . Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b ) Except as provided in Sections 2.22, 2.23, 2.24 and 9.02(c), none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Murphy USA, the Company and the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that (i) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by Murphy USA, the Company and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, (A) such amendment does not adversely affect the rights of any Lender or (B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (ii) no such agreement shall:

(A) waive any condition set forth in Section 4.02 without the written consent of the Majority in Interest of the Revolving Lenders (it being understood and agreed that any amendment or waiver of, or any consent with respect to, any provision of this Agreement (other than any waiver expressly relating to Section 4.02) or any other Loan Document, including any amendment of any affirmative or negative covenant set forth herein or in any other Loan Document or any waiver of a Default or an Event of Default, shall not be deemed to be a waiver of a condition set forth in Section 4.02),

(B) increase any Commitment of any Lender without the written consent of such Lender,

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(C) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon or reduce any fees payable hereunder (in each case, other than as a result of any change in the definition, or in any components thereof, of the term “Secured Leverage Ratio”), without the written consent of each Lender affected thereby,

(D) postpone the scheduled maturity date of any Loan, or the date of any scheduled payment of the principal amount of any Term Loan under Section 2.11, or the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby,

(E) change Section 2.19(b) , 2.19(c) or 2.19(g) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender,

(F) change any of the provisions of this Section or the percentage set forth in the definition of the term “Majority in Interest,” “Required Lenders”, “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder (including, for the avoidance of doubt, any provision requiring the consent of “each Lender”) , without the written consent of each Lender (or each Lender of such Class, as the case may be); provided that, with the consent of the Required Lenders, the provisions of this Section and the definition of the term “Required Lenders” or “Supermajority Lenders” may be amended to include references to any new class of loans or commitments created under this Agreement (or to lenders extending such loans) on substantially the same basis as the corresponding references relating to the existing Classes of Loans or Lenders,

(G) release Murphy USA, the Company or all or substantially all the value of the Guarantees provided by the Subsidiary Loan Parties (including, in each case, by limiting liability in respect thereof) created under the Collateral Agreement w ithout the written consent of each Lender (except as expressly provided in Section 9.14 or the Collateral Agreement and except for any such release by the Administrative Agent in connection with any sale or other disposition of any Subsidiary upon the exercise of remedies under the Security Documents ) , it being understood that an amendment or other modification of the type s of obligations guaranteed under the Collateral Agreement shall not be deemed to be a release or limitation of any Guarantee ,

(H) release all or substantially all the Collateral from the Liens of the Security Documents , or subordinate any such Liens, in each case, without the written consent of each Lender (except as expressly provided in Section 9.14 and except for any such release by the Administrative Agent in connection with any

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sale or other disposition of the Collateral upon the exercise of remedies under the Security Documents), it being understood that an amendment or other modification of the type s of obligations secured by the Security Documents shall not be deemed to be a release of the Collateral from the Liens of the Security Documents,

(I) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders representing a Majority in I nterest of each affected Class,

(J) change the definition of “Borrowing Base” or any of the component definitions thereof, or i ncrease any advance rate used in computing the Borrowing Base, or add any new asset class to the Borrowing Base, in each case that could result in increased borrowing availability, without the written consent of the Supermajority Lenders , or

(K) change the definition of “Eligible Assignee” without the written consent of each Lender ;

provided further that (1) no such agreement shall amend, modify, extend or otherwise affect the rights or obligations of the Administrative Agent, any Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, and (2) any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement or such Loan Document of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by Murphy USA, the Company (and, in the case of any other Loan Document, the other Loan Parties party thereto) and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of (x) any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (B), (C) or (D) of clause (ii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be affected by such amendment, waiver or other modification or (y) in the case of any amendment, waiver or other modification referred to in clause (ii) of the first proviso of this paragraph, any Lender that receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, waiver or other modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such amendment, waiver or other modification.

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(c ) Notwithstanding anything herein to the contrary, the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth in this Agreement, the Collateral Agreement or in any other Security Document to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Collateral and Guarantee Requirement”.

(d ) The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, waivers or other modifications on behalf of such Lender. Any amendment, waiver or other modification effected in accordance with this Section 9.02 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) Murphy USA and the Borrowers shall pay (i) all reasonable out ‑of ‑pocket expenses incurred by the Administrative Agent, the Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of counsel for any of the foregoing (which, in the case of the preparation, negotiation, execution, delivery and administration of the Loan Documents, shall be limited to a single counsel for the Arrangers and the Administrative Agent), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation, execution and delivery of the Commitment Letter and the Fee Letters, as well as the preparation, execution, delivery and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out ‑of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder , (iii) all reasonable out ‑of-pocket expenses incurred by the Administrative Agent in connection with field examinations and appraisals conducted in connection with the establishment of the credit facilities provided for herein or provided for in the Loan Documentation and (iv) all out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any of the foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of ‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b ) Murphy USA and the Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, the Syndication Agent, the Documentation Agent s , each Lender and Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in

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connection with, or as a result of (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of the Commitment Letter, the Fee Letters, this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Commitment Letter, the Fee Letters, this Agreement or the other Loan Documents of their obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by Murphy USA, the Company, any other Subsidiary or any Affiliate (or Person that was formerly an Affiliate) of any of them, or any other Environmental Liability related in any way to Murphy USA, the Company, any other Subsidiary or any Affiliate (or Person that was formerly an Affiliate) of any of them, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to the Commitment Letter, the Fee Letters, this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c ) To the extent that Murphy USA and the Borrowers fail indefeasibly to pay any amount required to be paid by them under paragraph (a) or (b) of this Section to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any Issuing Bank or the Swingline Lender in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank or the Swingline Lender in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank or the Swingline Lender in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Total Exposures, unused Revolving Commitments and, except for purposes of the immediately preceding

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proviso, the outstanding Term Loans and unused Term Commitments, in each case, at the time (or most recently outstanding and in effect).

( d ) To the fullest extent permitted by applicable law, neither Murphy USA nor any Borrower shall assert, or permit any of their Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e ) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) neither Murphy USA, the Company nor any Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by Murphy USA, the Company or any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section), the Arrangers, the Syndication Agent, the Documentation Agent and, to the extent expressly contemplated hereby, the sub-agents of the Administrative Agent and the Related Parties of any of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agent, any Issuing Bank and any Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b ) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

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(A) the Company; provided that no consent of the Company shall be required (1) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, and (2) if an Event of Default has occurred and is continuing, for any other assignment; provided further that the Company shall be deemed to have consented to any such assignment of a Term Loan or Term Commitment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund;

(C) each Issuing Bank, in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure; and

(D) the Swingline Lender, in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 unless each of the Company and the Administrative Agent otherwise consents; provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, provided that only one such processing and recordation fee shall be payable in the event of

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simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(c).

(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Company, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Company, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon receipt by the Administrative Agent of an Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in

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proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.

(c ) (i) Any Lender may, without the consent of the Company, the Administrative Agent or any Issuing Bank, sell participations to one or more Eligible Assignees (“ Participants ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and Loans of any Class); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) Murphy USA, the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant or requires the approval of all the Lenders. Murphy USA and the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 (subject to the requirements and limitations therein, including the requirements under Section 2.18(f) (it being understood that the documentation required under Section 2.18(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (x) agrees to be subject to the provisions of Sections 2.19 and 2.20 as if it were an assignee under paragraph (b) of this Section and (y) shall not be entitled to receive any greater payment under Section 2.16 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive . Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 2.20(b) with respect

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to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19(c) as though it were a Lender.

(i i ) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d ) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Arranger, the Syndication Agent, the Documentation Agent, any Issuing Bank, any Lender or any Affiliate of any of the foregoing may have had notice or knowledge of any Default or incorrect representation or warranty at the time any Loan Document is executed and delivered or any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any LC Exposure is outstanding and so long as the Commitments have not expired or terminated. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement or any other Loan Document, in the event that, in connection with the refinancing or

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repayment in full of the credit facilities provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written consent to the release of the Revolving Lenders from their obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a result of the obligations of the Borrowers (and any other account party) in respect of such Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank, or being supported by a letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter of Credit” outstanding hereunder for all purposes of this Agreement and the other Loan Documents, and the Revolving Lenders shall be deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under Section 2.06(d) or 2.06(f). The provisions of Sections 2.16, 2.17, 2.18, 2.19(e) and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, including the commitments of the Lenders and, if applicable, their Affiliates under the Commitment Letter and any commitment advices submitted by them (but do not supersede any other provisions of the Commitment Letter or any Fee Letter (or any separate letter agreements with respect to fees payable to the Administrative Agent or any Issuing Bank) that do not by the terms of such documents terminate upon the effectiveness of this Agreement, all of which provisions shall remain in full force and effect). Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and the Administrative Agent shall have received counterparts hereof (including by release of such signature pages from escrow) that, when taken together, bear the signatures of all the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank, and each Affiliate of any of

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the foregoing, is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by such Lender or Issuing Bank, or by such an Affiliate, to or for the credit or the account of Murphy USA or any Borrower against any of and all the obligations then due of Murphy USA or any other Loan Party now or hereafter existing under this Agreement held by such Lender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this Agreement and although such obligations of Murphy USA or such Borrower are owed to a branch, office or Affiliate of such Lender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and Issuing Bank, and each Affiliate of any of the foregoing, under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or Affiliate may have. Each Lender and Issuing Bank agrees to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give notice shall not affect the validity of such setoff and application.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

(b ) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of Murphy USA and the Borrowers hereby irrevocably and unconditionally agrees that all claims arising out of or relating to this Agreement or any other Loan Document brought by it or any of its Affiliates shall be brought, and shall be heard and determined, exclusively in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or any of its properties in the courts of any jurisdiction.

(c ) Each of Murphy USA and the Borrowers hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

151

(d ) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Parties, including accountants, legal counsel and other agents and advisors, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing confidentiality undertakings substantially similar to those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction relating to Murphy USA, the Company or any other Subsidiary and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided for herein or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided

152

for herein; (h) with the consent of the Company or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any Affiliate of any of the foregoing on a nonconfidential basis from a source other than Murphy USA or any Borrower. For purposes of this Section, “ Information ” means all information received from Murphy USA or the Borrowers relating to Murphy USA, the Company or any other Subsidiary or their businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by Murphy USA or the Borrowers; provided that, in the case of information received from Murphy USA or the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. It is agreed that, notwithstanding the restrictions of any prior confidentiality agreement binding on either Arranger or the Administrative Agent, such parties may disclose Information as provided in this Section 9.12

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14. Release of Liens and Guarantees. A Subsidiary Loan Party (other than a Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Murphy USA, the Company or any other Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents shall be automatically released. In

153

connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

SECTION 9.15. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with such Act.

SECTION 9.16. No Fiduciary Relationship. Each of Murphy USA and the Company, on behalf of itself and its subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, Murphy USA, the Company, the other Subsidiaries and their Affiliates, on the one hand, and the Administrative Agent, the Lenders, the Issuing Banks and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders, the Issuing Banks or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. The Administrative Agent, the Arranger, the Lenders, the Issuing Banks and their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of Murphy USA, the Borrowers and their Affiliates, and none of the Administrative Agent, the Arranger, the Lenders, the Issuing Banks or their Affiliates has any obligation to disclose any of such interests to Murphy USA, the Borrowers or any of their Affiliates. To the fullest extent permitted by law, each of Murphy USA and the Borrowers hereby waive and release any claims that it or any of its Affiliates may have against the Administrative Agent, the Arranger, the Lenders, the Issuing Banks and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.17. Non-Public Information. (a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by Murphy USA, any Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to Murphy USA, the Borrowers and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.

154

(b ) Murphy USA, the Borrowers and each Lender acknowledge that, if information furnished by Murphy USA or any Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through the Platform, (i) the Administrative Agent may post any information that Murphy USA or any Borrower has indicated as containing MNPI solely on that portion of the Platform designated for Private Side Lender Representatives and (ii) if Murphy USA or the applicable Borrower has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform designated for Private Side Lender Representatives. Each of Murphy USA and each of the Borrowers agrees to clearly designate all information provided to the Administrative Agent by or on behalf of Murphy USA or such Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by Murphy USA or any Borrower without liability or responsibility for the independent verification thereof.

SECTION 9.18. Judgment Currency . (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in dollars into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction dollars could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b ) The obligations of each party hereto in respect of any sum due to any other party hereto or any holder of the obligations owing hereunder (the “ Applicable Creditor ”) shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than dollars, be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase dollars with the Judgment Currency; if the amount of dollars so purchased is less than the sum originally due to the Applicable Creditor in dollars, such party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such deficiency. The obligations of the parties contained in this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

[Signature pages follow]

155

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


	MURPHY USA INC.,
by
		___ /s/ John A. Moore __________
		Name: John A. Moore
		Title: Senior Vice President, General
		Counsel and Secretary

	MURPHY OIL USA INC.,
by
		___ /s/ John A. Moore __________
		Name: John A. Moore
		Title: Senior Vice President, General
		Counsel and Secretary

	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by
		__ /s/ Andrew Ray ______________
		Name: Andrew Ray
		Title: Authorized Officer

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.

Name of Institution:		BancorpSouth Bank
by			___ /s/ Ronald L. Hendrix ________
			Name: Ronald L. Hendrix
			Title: Executive Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

By delivering this signature page to the Administrative Agent, the signatory also authorizes the Administrative Agent to execute on its behalf the Escrow Agreement heretofore posted for Lenders and agrees to the terms of such Escrow Agreement.

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.

Name of Institution:		Bank of America, N.A.
by			___ /s/ James B. Allin ________
			Name: James B. Allin
			Title: Senior Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.


Name of Institution:		Capital One
by			___ /s/ Lawrence Cannariato ________
			Name: Lawrence Cannariato
			Title: Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.


Name of Institution:		Comerica Bank
by			___ /s/ L.J. Perenyi ________
			Name: L.J. Perenyi
			Title: Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.


Name of Institution:		Fifth Third Bank
by			___ /s/ Matthew Lewis ________
			Name: Matthew Lewis
			Title: Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.


Name of Institution:		PNC Bank, National Association
by			___ /s/ Thomas S. Sherman ________
			Name: Thomas S. Sherman
			Title: Senior Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.


Name of Institution:		ROYAL BANK OF CANADA
by			___ /s/ Gordon MacArthur ________
			Name: Gordon MacArthur
			Title: Authorized Signatory

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.


Name of Institution:		Regions Bank
by			___ /s/ Jon Eckhouse ________
			Name: Jon Eckhouse
			Title: Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.

Name of Institution:		UMB Bank, N.A.
by			___ /s/ Martin Nay ________
			Name: Martin Nay
			Title: Senior Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.


Name of Institution:		Union Bank, N.A.
by			___ /s/ Mark A. Eitzen ________
			Name: Mark A. Eitzen
			Title: Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.


Name of Institution:		US Bank National Association
by			___ /s/ Jeffrey A. Kessler ________
			Name: Jeffrey A. Kessler
			Title: Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.

Name of Institution:		Wells Fargo Bank, NA
by			___ /s/ Kevin Cox ________
			Name: Kevin Cox
			Title: Director

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

SIGNATURE PAGE TO
THE CREDIT AGREEMENT

OF MURPHY OIL USA INC.

Name of Institution:		WHITNEY BANK
by			___ /s/ H. Elder Gwin ________
			Name: H. Elder Gwin
			Title: Vice President

	For any Lender requiring a second signature block:

by			_________________________
			Name:
			Title:

Execution Version

EXHIBIT A

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of [ ], 2013, among Murphy USA Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit, Guarantees, Swingline Loans and Protective Advances included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: __________________________________________________________________________________________________________________________________________________________________________________________

Exhibit A

2. Assignee: __________________________________________
[and is [a Lender] [an Affiliate/Approved Fund of [Identify Lender]]] ¹

3. Borrower: Murphy Oil USA Inc. [ and the Borrowing Subsidiaries ] ² .

4. Administrative Agent: JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement

5. Assigned Interest: ³


Facility Assigned	Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders	Amount of the Commitments/Loans of the applicable Class Assigned	Percentage Assigned of Aggregate Amount of Commitments/Loans of the applicable Class of all Lenders ⁴
Tranche A Term Loans	$	$	%
Revolving Commitments/Revolving Loans	$	$	%
[ ] ⁵	$	$	%

Effective Date: , 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]

The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI about

¹ Select as applicable

² Include bracketed language if assigning Revolving Commitments.

³ Must comply with the minimum assignment amounts set forth in Section 9.04(b)(ii)(A) of the Credit Agreement, to the extent such minimum assignment amounts are applicable.

⁴ Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Tranche A Term Lenders, Revolving Lenders or Incremental Term Lenders of any Series, as applicable.

⁵ In the event any new Class of Loans or Commitments is established pursuant to Section 2.23 or 2.24 of the Credit Agreement, refer to the Class of such Loans or Commitments assigned.

Exhibit A

Murphy USA and its subsidiaries, including the Borrowers and the other Subsidiaries, and their securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Exhibit A


The terms set forth above are hereby agreed to:			[Consented to and] ⁷ Accepted:

		, as Assignor,	JPMORGAN CHASE BANK, N.A., as Administrative Agent,

by			by

	Name:			Name:
	Title:			Title:

		, as Assignee ⁶	Consented to:

by			[MURPHY OIL USA, INC.,

	Name:		by
	Title:
				Name:
				Title: ⁸

			[JPMORGAN CHASE BANK, N.A., as the Swingline Lender,

			by

				Name:
				Title: ⁹


			[NAME OF EACH ISSUING BANK,

			by

				Name:
				Title:] ¹⁰

⁶ The Assignee must deliver to each applicable Borrower all applicable Tax forms required to be delivered by it under Section 2.18(f) of the Credit Agreement.

⁷ No consent of the Administrative Agent is required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund under Section 9.04(b) of the Credit Agreement.

⁸ No consent of the Company is required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or, if an Event of Default has occurred and is continuing, for any other assignment under Section 9.04(b) of the Credit Agreement.

⁹ Required in the case of any assignment of all or any portion of a Revolving Commitment or any Lender’s obligation in respect of its Swingline Exposure under Section 9.04(b) of the Credit Agreement.

Exhibit A

ANNEX 1 TO
ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, other than statements made by it herein, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Murphy USA, the Borrowers, any of the other Subsidiaries or any other Affiliate of Murphy USA or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Murphy USA, the Borrowers, any of the other Subsidiaries or any other Affiliate of Murphy USA or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04 thereof), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) if it is a Lender that is a U.S. Person, attached hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and (vi) if it is a

¹⁰ Required in the case of any assignment of all or any portion of a Revolving Commitment or any Lender’s obligation in respect of its LC Exposure under Section 9.04(b) of the Credit Agreement. Prepare a separate signature block for each Issuing Bank.

Exhibit A

Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including Section 2.18(f) thereof), duly completed and executed by the Assignee, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

Exhibit A

EXHIBIT B

[FORM OF]

BORROWING BASE CERTIFICATE

[ Exhibit B is a standalone document ]

Exhibit B

[[NYCORP:3419679v6:4736W: 08/02/2013--08:31 PM]]

EXHIBIT C

[FORM OF]

BORROWING REQUEST

JPMorgan Chase Bank, N.A.

as Administrative Agent

Mailcode: IL1 1190, 10 S. Dearborn, 22nd Floor,

Chicago, IL 60603

Attention of CBC Operations

(Fax No. (713) 732-7608)

with a copy to

JPMorgan Chase Bank, N.A.

as Administrative Agent

2200 Ross Avenue, 9th Floor

Dallas, TX 75201

Attention of Andrew Ray

(Fax No. 214-965-2594)

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of [ ], 2013, among Murphy USA Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries from time to time party thereto (and together with Murphy Oil USA, Inc., the “ Borrowers ”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Credit Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement.

This notice constitutes a Borrowing Request and the applicable Borrower hereby gives you notice, pursuant to Section 2.03 of the Credit Agreement, that it requests a Borrowing under the Credit Agreement, and in connection therewith specifies the following information with respect to such Borrowing:

(A) Class of Borrowing: ¹¹ ____________________________________

(B) Aggregate principal amount of Borrowing: ¹² $_________________

¹¹ Specify Tranche A Term Borrowing, Revolving Borrowing, Swingline Borrowing or, if any new Class of Commitments is established under Section 2.23 or 2.24, a Borrowing of such Class.

Exhibit C

(D) Type of Borrowing: ¹³ ____________________________________

(E) Interest Period and the last day thereof: ¹⁴ _____________________

(F) Location and number of the applicable Borrower’s account to which proceeds of the requested Borrowing are to be disbursed: [Name of Bank] (Account No.:_________________________________________)

[Issuing Bank to which proceeds of the requested Borrowing are to be disbursed:__________________________________________] ¹⁵

The undersigned Borrower hereby certifies that the conditions specified in paragraphs (a), (b) and (c) of Section 4.02 of the Credit Agreement have been satisfied and that, after giving effect to the Borrowing requested hereby, the Aggregate Revolving Exposure (or any component thereof) shall not exceed the maximum amount thereof (or the maximum amount of any such component) specified in Section 2.01 or 2.04(a) of the Credit Agreement.

Very truly yours,

[specify applicable borrower].,

By:
	Name:
	Title:

¹² Must comply with Sections 2.01, 2.02(c) and 2.04(a) of the Credit Agreement.

¹³ Specify ABR Borrowing or Eurocurrency Borrowing (not available for Swingline Borrowings). If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.

¹⁴ Applicable to Eurocurrency Borrowings only. Shall be subject to the definition of “Interest Period” and can be a period of one, two, three or six months. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. May not end after the applicable Maturity Date.

¹⁵ Specify only in the case of an ABR Revolving Borrowing or Swingline Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.06(f) of the Credit Agreement.

Exhibit C

EXHIBIT D -1

[FORM OF]

BORROWING SUBSIDIARY JOINDER AGREEMENT

BORROWING SUBSIDIARY JOINDER AGREEMENT dated as of [ ], (this “ Agreement ”), among MURPHY OIL USA INC., a Delaware corporation (the “ Company ”), [NAME OF NEW BORROWER], a [ ] [corporation] (the “ New Borrower ”), each Loan Party listed on the signature pages hereto (each a “ Loan Party ”), and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent under the Credit Agreement defined below.

Reference is made to the Credit Agreement dated as of [ ], 2013, among Murphy USA Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Credit Agreement ”) . Capitalized terms used but not defined herein have the meanings specified in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans and the Issuing Lenders have agreed to issue Letters of Credit and the Company and the New Borrower desire that the New Borrower become a Borrowing Subsidiary.

The New Borrower represents and warrants that all representations and warranties made by the Borrowers under the Credit Agreement, as such representations and warranties relate to the New Borrower, are true and correct as of the date hereof to the same extent as though made as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date.

In accordance with Section 2.25 of the Credit Agreement, upon execution of this Agreement by each of the Company and the New Borrower and delivery to the Administrative Agent, the New Borrower shall be a party to the Credit Agreement and a “Borrower” for all purposes thereof. The New Borrower hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be a Loan Document.

If required, the New Borrower is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Exhibit B

[[NYCORP:3419679v6:4736W: 08/02/2013--08:31 PM]]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

MURPHY OIL USA INC.,
By

	Name:
	Title:


NEW BORROWER:

by

	Name:
	Title:

Acknowledged by:

JPMORGAN CHASE BANK, N.A., as Administrative Agent,
By

	Name:
	Title:

Exhibit D-1

EXHIBIT D-2

[FORM OF]

BORROWING SUBSIDIARY TERMINATION AGREEMENT

[Date]

JPMorgan Chase Bank, N.A.

as Administrative Agent

Mailcode: IL1 1190, 10 S. Dearborn, 22nd Floor,

Chicago, IL 60603

Attention of CBC Operations

(Fax No. (713) 732-7608)

with a copy to

JPMorgan Chase Bank, N.A.

as Administrative Agent

2200 Ross Avenue, 9th Floor

Dallas, TX 75201

Attention of Andrew Ray

(Fax No. 214-965-2594)

Ladies and Gentlemen:

The undersigned, Murphy Oil USA Inc. (the “ Company ”), refers to the C redit Agreement dated as of [ ], 2013, among Murphy USA Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Credit Agreement ”) . Capitalized terms used but not defined herein have the meanings specified in the Credit Agreement.

The Company hereby terminates the status of [NAME OF TERMINATED BORROWER] (the “ Terminated Borrowing Subsidiary ”) as a Borrowing Subsidiary under the Credit Agreement. The Company and the Terminated Borrowing Subsidiary acknowledge that this Borrower Termination Agreement shall not become effective until all Loans made to the Terminated Borrowing Subsidiary have been repaid, no Letter of Credit issued for the account of such Terminated Borrowing Subsidiary shall remain outstanding and all amounts payable by such Terminated Borrowing Subsidiary in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable by the Terminated Borrowing Subsidiary under any Loan Document) have been paid in full, provided that this Borrower Termination Agreement shall be effective immediately to terminate the right of the Terminated Borrowing Subsidiary to request or receive further extensions of credit under the Credit Agreement.

Exhibit B

[[NYCORP:3419679v6:4736W: 08/02/2013--08:31 PM]]

Upon the effectiveness of this Borrower Termination Agreement, the Terminated Borrowing Subsidiary shall be released from all obligations as a Borrowing Subsidiary under the Credit Agreement. If the Terminated Borrowing Subsidiary ceases to be a Loan Party, the Administrative Agent will execute and file any and all UCC termination statements and terminations of any applicable control agreements, and take all such further actions that may be required under any applicable law, or that the Company may reasonably request, to terminate the Liens of the Administrative Agent on the Collateral of the Terminated Borrowing Subsidiary.

Exhibit D-2

THIS BORROWER TERMINATION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


Very truly yours,
MURPHY OIL USA INC.,
by

	Name:
	Title:

Acknowledged by:


JPMORGAN CHASE BANK, N.A., as Administrative Agent,
By

	Name:
	Title:

Exhibit D-2

EXHIBIT E

[FORM OF]

GUARANTEE AND COLLATERAL AGREEMENT

[To be provided]

Exhibit F

[[NYCORP:3419679v6:4736W: 08/02/2013--08:31 PM]]

EXHIBIT F

[FORM OF]

COMPLIANCE CERTIFICATE

[The form of this Compliance Certificate has been prepared for convenience only, and is not to affect, or to be taken into consideration in interpreting, the terms of the Credit Agreement referred to below. The obligations of Murphy USA and the Company under the Credit Agreement are as set forth in the Credit Agreement, and nothing in this Compliance Certificate, or the form hereof, shall modify such obligations or constitute a waiver of compliance therewith in accordance with the terms of the Credit Agreement. In the event of any conflict between the terms of this Compliance Certificate and the terms of the Credit Agreement, the terms of the Credit Agreement shall govern and control, and the terms of this Compliance Certificate are to be modified accordingly.]

Each of the undersigned, [specify title] of Murphy USA and [specify title] of the Company, hereby certifies (solely in their capacities as officers and not individually), as follows:

1. 1. I am a Financial Officer of Murphy USA or the Company, as applicable.

2. 2. [Attached as Schedule I hereto are the consolidated financial statements required by Section 5.01(a) of the Credit Agreement as of the end of and for the fiscal year ended [ ], setting forth in each case in comparative form the figures for the prior fiscal year, together with an audit opinion thereon of [KPMG LLP] required by Section 5.01(a).] [or] [The consolidated financial statements required by Section 5.01(a) of the Credit Agreement as the end of and for the fiscal year ended [ ], setting forth in each case in comparative form the figures for the prior fiscal year, together with an audit opinion thereon of [KPMG LLP] required by Section 5.01(a), have been [filed with the SEC and are available on the website of the SEC at http://www.sec.gov ].]

[or]

3. [Attached as Schedule I hereto are the consolidated financial statements required by Section 5.01(b) of the Credit Agreement as of the end of and for the fiscal quarter ended [ ] and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year.] [or] [The consolidated financial statements required by Section 5.01(b) of the Credit Agreement as of the end of and for the fiscal quarter ended [ ] and the then elapsed portion of the fiscal year have been [filed with the SEC and are available on the website of the SEC at http://www.sec.gov ].] Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Murphy USA and its

Exhibit F

[[NYCORP:3419679v6:4736W: 08/02/2013--08:31 PM]]

consolidated Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes.]

4. 3. [Attached as Schedule II hereto is a narrative report with respect to the consolidated financial statements referred to in Section 2 of this Certificate and as required by Section 5.01(a) or 5.01(b) of the Credit Agreement, as applicable.] ¹⁶

5. All notices required under Sections 5.03 and 5.04 of the Credit Agreement have been provided.

5. 6. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Murphy USA and the Subsidiaries during the accounting period covered by the attached financial statements. The foregoing examination did not disclose, and I have no knowledge of, (a) the existence of any condition or event that constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, or (b) any change in GAAP or in the application thereof since the date of the consolidated balance sheet most recently heretofore delivered pursuant to Section 5.01(a) or 5.01(b) of the Credit Agreement (or prior to the first such delivery, referred to in Section 3.04 of the Credit Agreement), that has had, or could have, a significant effect on the calculations of the Consolidated Fixed Charge Coverage Ratio or the Secured Leverage Ratio, except as set forth in a separate attachment, if any, to this Certificate, specifying the nature of such change and the effect thereof on such calculations.

6. 7. The financial covenant analyses and other information set forth on Annex A hereto are true and accurate on and as of the date of this Certificate.

The foregoing certifications are made and delivered on [ ] pursuant to Section 5.01(c) of the Credit Agreement.

¹⁶ Such narrative report shall not be required so long as either the Company or Murphy USA is subject to periodic reporting obligations under the Exchange Act and the periodic reports filed by such Person with the SEC contain such information and, in the event the Company shall have any subsidiary other than Murphy USA and the Subsidiaries, such information is presented separately for Murphy USA and its consolidated Subsidiaries.

Exhibit F


MURPHY USA INC.,

By:
Name:
Title:


MURPHY OIL USA INC.,

By:
Name:
Title:

FOR THE FISCAL [QUARTER] [YEAR] ENDED [mm/dd/yy] .


1.	Consolidated Net Income : (i) - (ii) =	$[___,___,___]
	(i) the net income or loss of Murphy USA and its consolidated Subsidiaries for the period [ of four consecutive fiscal quarters ] ended on such date, determined on a consolidated basis in accordance with GAAP:	$[___,___,___]
	(ii) ¹⁷ To the extent included in net income referred to in (i): (a) the income of any Person (other than Murphy USA) that is not a consolidated Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to Murphy USA, the Borrower or, subject to clauses (b) and (c) below, any other consolidated Subsidiary during such period:	$[___,___,___]
	(b) the income of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary (other than the Borrower or any other Subsidiary Loan Party) to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such	$[___,___,___]

¹⁷ Items to be set forth without duplication.

Exhibit F

	Subsidiary is not permitted without any prior approval of any Governmental Authority that has not been obtained or is not permitted by the operation of the terms of the organizational documents of such Subsidiary, any agreement or other instrument binding upon Murphy USA or any Subsidiary or any law applicable to Murphy USA or any Subsidiary, unless such restrictions with respect to the payment of cash dividends and other similar cash distributions has been legally and effectively waived :
1.	(c) the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary that is not wholly-owned by Murphy USA to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such consolidated Subsidiary :	$[___,___,___]
2. 2.	Adjusted Consolidated EBITDA : ¹⁸ (i) + (ii) + (iii) ‑ (iv) =
	(i) Consolidated Net Income:	$[___,___,___]

¹⁸ Adjusted Consolidated EBITDA shall be calculated so as to exclude the effect of any gain or loss that represents after-tax gains or losses attributable to any sale, transfer or other disposition of assets by Murphy USA or any of its consolidated Subsidiaries, other than dispositions of inventory and other dispositions in the ordinary course of business. All amounts added back in computing Adjusted Consolidated EBITDA for any period pursuant to clauses (a) and (b) of the definition of “Adjusted Consolidated EBITDA” in the Credit Agreement, and all amounts subtracted in computing Adjusted Consolidated EBITDA pursuant to clause (c) of the definition of “Adjusted Consolidated EBITDA” in the Credit Agreement, to the extent such amounts are, in the reasonable judgment of a Financial Officer of Murphy USA, attributable to any Subsidiary that is not wholly owned by Murphy USA, shall be reduced by the portion thereof that is attributable to the noncontrolling interest in such Subsidiary. For purposes of calculating Adjusted Consolidated EBITDA for any period to determine the Senior Secured Leverage Ratio and the Total Leverage Ratio, if during such period the Borrower or any Subsidiary shall have consummated a Material Acquisition (other than the Tharco Acquisition) or a Material Disposition, Adjusted Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.04(b) of the Credit Agreement.

Exhibit F

	(ii) ¹ ⁹ (a) consolidated interest expense (including imputed interest expense in respect of Capital Lease Obligations, but net of total interest income):	$[___,___,___]
	(b) consolidated income tax expense for such period:	$[___,___,___]
	(c) all amounts attributable to depreciation for such period and amortization of intangible assets for such period:	$[___,___,___]
	(d) any extraordinary loss or any net loss realized by Murphy USA, the Company and the consolidated Subsidiaries in connection with any asset disposition (including any disposition of an Ethanol Sub sidiary) for such period :	$[___,___,___]
	(e) any noncash expenses for such period resulting from the grant of stock options or other equity-based incentives to any director, officer or employee of Murphy USA, the Company or any other consolidated Subsidiary pursuant to a written plan or agreement approved by the bo ard of directors of Murphy USA:	$[___,___,___]
	(f) nonrecurring fees and expenses for such period related to (A) any public or private offering of Equity Interests in Murphy USA (to the extent reimbursed by Murphy USA and the Subsidiaries), (B) any issuance or incurrence of Indebtedness of Murphy USA or any Subsidiary (to the extent reimbursed by Murphy USA or the Borrower), or any amendment or modifications to the terms of any Indebtedness of Murphy USA or any Subsidiary, (C) any Permitted Acquisition or other Investment or acquisition of assets by Murphy USA or any Subsidiary not in the ordinary course of business, in each case whether or not consummated:	$[___,___,___]
	(g) any losses attributable to early extinguishment of Indebtedness or obligations under any Hedging Agreement:	$[___,___,___]

¹⁹ Items to be set forth without duplication and to the extent deducted in determining Consolidated Net Income.

Exhibit F

	(h) any unrealized losses for such period attributable to the application of “mark to market” accounting in respect of Hedging Agreements:	$[___,___,___]
	(i) the cumulative effect of any change in accounting principles:	$[___,___,___]
	(j) any fees and expenses for such period (if incurred prior to September 30, 2012) relating to the Transactions, in an aggregate amount for all periods not to exceed $ 50 ,000,000:	$[___,___,___]
	(iii) ²⁰ (a) proceeds of business interruption insurance relating to the operations of Murphy USA and the Subsidiaries actually received in cash by Murphy USA and the Subsidiaries during such period:	$[___,___,___]
	(b) indemnification and reimbursement payments actually received in cash by Murphy USA and the Subsidiaries during such period in respect of any expenses and charges covered by third-party indemnification or other reimbursement provisions in connection with any Permitted Acquisition or other Investment or any disposition of assets:	$[___,___,___]
	(iv) ²¹ (a) any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP:
3.	(b) any gains attributable to returned surplus assets of any pension plan:	$[___,___,___]
	(c) any noncash items of income for such period: ²²	$[___,___,___]

²⁰ Items to be set forth without duplication and to the extent not included in determining such Consolidated Net Income (or the Consolidated Net Income for any prior period).

²¹ Items to be set forth without duplication and to the extent included in determining Consolidated Net Income.

²² Excluding any noncash items of income (a) in respect of which cash was received in a prior period or will be received in a future period or (b) that represents the reversal of any accrual made in a prior period for anticipated cash charges, but only to the extent such accrual reduced Adjusted Consolidated EBITDA for such prior period.

Exhibit F

	(d) any gains attributable to the early extinguishment of Indebtedness or obligations under any Hedging Agreement:	$[___,___,___]
	(e) any noncash gains resulting from fluctuations in currency values:	$[___,___,___]
	(f) any unrealized gains for such period attributable to the application of “mark to market” accounting in respect of Hedging Agreements:	$[___,___,___]
	(g) the cumulative effect of any change in accounting principles:	$[___,___,___]
3.	Total Indebtedness : (i) + (ii) + (iii) =	$[___,___,___]
	(i) the aggregate principal amount of Indebtedness of Murphy USA, the Borrower and the other Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP: ²³	$[___,___,___]
	(ii) the aggregate obligations of Murphy USA, the Borrower and the other Subsidiaries as an account party in respect of letters of credit or letters of guarantee, other than contingent obligations in respect of any letter of credit or letter of guarantee to the extent such letter of credit or letter of guarantee does not support Indebtedness:	$[___,___,___]
	(iii) the aggregate amount of all Guarantees by Murphy USA, the Borrower and the other Subsidiaries of the principal amount of Indebtedness (other than Indebtedness of the type set forth in clause (f) of the definition of the term “Indebtedness” in the Credit Agreement to the extent the applicable letter of credit or letter of guarantee does not support Indebtedness) of any other Person:	$[___,___,___]

²³ To be calculated without giving effect to any election to value any Indebtedness at “fair value”, as described in Section 1.04(a) of the Credit Agreement, or any other accounting principle that results in the amount of any such Indebtedness (other than zero coupon Indebtedness) as reflected on such balance sheet to be below the stated principal amount of such Indebtedness.

Exhibit F

4.	Consolidated Fixed Charges : ( (i) + (ii)) + (iii) + (iv) + (v) + (vi) + (vii) + (viii) =	$[___,___,___]
	(i) Consolidated Cash Interest Expense for such period:	$[___,___,___]
	(ii) the aggregate amount of scheduled principal payments made during such period in respect of Long ‑Term Indebtedness of Murphy USA and its consolidated Subsidiaries (other than payments made by Murphy USA or any consolidated Subsidiary to Murphy USA or a Subsidiary):	$[___,___,___]
	(iii) the aggregate amount of principal payments (other than scheduled principal payments) made during such period in respect of Long ‑Term Indebtedness of Murphy USA and its consolidated Subsidiaries (other than payments made by Murphy USA or any consolidated Subsidiary to Murphy USA or a Subsidiary), to the extent that such payments reduced any scheduled principal payments that would have become due within one year after the date of the applicable payment:	$[___,___,___]
	(iv) the aggregate amount of (i) principal payments on Capital Lease Obligations, determined in accordance with GAAP, and (ii) principal payments on other Indebtedness of the type described in Section 6.01(f), in each case made by Murphy USA and the consolidated Subsidiaries during such period:	$[___,___,___]
	(v) Capital Expenditures for such period (except to the extent attributable to the incurrence of Capital Lease Obligations or otherwise financed by incurring purchase money Long-Term Indebtedness):	$[___,___,___]
	(vi) the aggregate amount of income taxes paid in cash by Murphy USA and the consolidated Subsidiaries during such period:	$[___,___,___]
	(vii) cash contributions to Plans in respect of minimum ERISA funding requirements for such period:	$[___,___,___]
	(viii) the aggregate amount of Restricted Payments made by Murphy USA and the consolidated Subsidiaries during such period (other than (i) Restricted Payments made to Murphy USA or a consolidated Subsidiary, (ii) Restricted Payments made solely in additional Equity Interests otherwise permitted hereunder and (iii) Restricted Payments made in reliance on clause (iii) or (iv) of Section 6.08(a)):	$[___,___,___]

Exhibit F

5.	Consolidated Fixed Charge Coverage Ratio : (i) / (ii) =	$[___,___,___]
	(i) Consolidated EBITDA of Murphy USA and its consolidated consolidated Subsidiaries for any Test Period:	$[___,___,___]
	(ii) Consolidated Fixed Charges (deemed to be (A) for the four fiscal quarter period ended on the last day of the first fiscal quarter ending after the Effective Date, Consolidated Fixed Charges for such fiscal quarter multiplied by four, (B) for the four fiscal quarter period ended on the last day of the second fiscal quarter ending after the Effective Date, Consolidated Fixed Charges for the two fiscal quarters then most recently ended multiplied by two, and (C) for the four fiscal quarter period ended on the last day of the third fiscal quarter ending after the Effective Date, Consolidated Fixed Charges for the three fiscal quarters then most recently ended multiplied by 4/3; provided that, in the event the Effective Date shall have occurred after the first day of the first fiscal quarter ending after the Effective Date, Consolidated Fixed Charges for such fiscal quarter shall be deemed, for purposes of clauses (A), (B) and (C) above, to be Consolidated Fixed Charges for the period from and including the Effective Date to and including the last day of such fiscal quarter, multiplied by a fraction equal to (x) 90 divided by (y) the number of days actually elapsed from and including the Effective Date to and including the last day of such fiscal quarter) for such test period:	$[___,___,___]
7.	Secured Leverage Ratio : ( (i) /(ii) =	$[___,___,___]
	(i) Total Indebtedness as of such date:	$[___,___,___]
	(ii) Adjusted Consolidated EBITDA for the period of four consecutive fiscal quarters of Murphy USA most recently ended on or prior to the date hereof:	$[___,___,___]
10.	Consolidated Cash Interest Expense ²⁴ : (i) + (ii) + (iii) + (iv) ‑ ( v ) – (v i ) = ²⁵	$[___,___,___]

²⁴ For purposes of determining Consolidated Cash Interest Expense for any period ending prior to the first anniversary of the Effective Date, Consolidated Cash Interest Expense shall be an amount equal to actual Consolidated Cash Interest Expense from the Effective Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Effective Date through the date of determination. For purposes of calculating Consolidated Cash Interest Expense for any period, if during such period Murphy USA, the Company or any other

Exhibit F

Restricted Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Consolidated Cash Interest Expense for such period shall be calculated after giving pro forma effect thereto

²⁵ Items to be set forth without duplication.

	(i) interest expense (including imputed interest expense in respect of Capital Lease Obligations), of Murphy USA and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP:	$[___,___,___]
	(ii) any interest or other financing costs becoming payable during such period in respect of Indebtedness of Murphy USA or its consolidated Subsidiaries to the extent such interest or other financing costs shall have been capitalized rather than included in consolidated interest expense for such period in accordance with GAAP:	$[___,___,___]
	(iii) any cash payments made during such period in respect of obligations referred to in clause (v) below that were amortized or accrued in a previous period:	$[___,___,___]
	(iv) any cash dividends paid during such period in respect of Disqualified Equity Interests in Murphy USA :	$[___,___,___]
	(iv) to the extent included in such consolidated interest expense for such period, noncash amounts attributable to amortization or write-off of capitalized interest or other financing costs paid in a previous period:	$[___,___,___]
	(v) to the extent included in such consolidated interest expense for such period, noncash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period.	$[___,___,___]
	(vi) to the extent included in such consolidated interest expense for such period , noncash amounts attributable to pay-in-kind interest or other noncash interest expense (including as a result of purchase accounting)	$[___,___,___]

Exhibit F

EXHIBIT G

[FORM OF]

INTEREST ELECTION REQUEST

JPMorgan Chase Bank, N.A.

as Administrative Agent

Mailcode: IL1 1190, 10 S. Dearborn, 22nd Floor,

Chicago, IL 60603

Attention of CBC Operations

(Fax No. (713) 732-7608)

with a copy to

JPMorgan Chase Bank, N.A.

as Administrative Agent

2200 Ross Avenue, 9th Floor

Dallas, TX 75201

Attention of Andrew Ray

(Fax No. 214-965-2594)

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of [ ], 2013, among Murphy USA Inc., Murphy Oil USA, Inc. (the “ Company ”), the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Credit Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement.

This notice constitutes an Interest Election Request and the undersigned Borrower hereby gives you notice, pursuant to Section 2.08 of the Credit Agreement, that it requests the conversion or continuation of a [Revolving] [Term] Borrowing under the Credit Agreement, and in connection therewith the Borrower specifies the following information with respect to such Borrowing and each resulting Borrowing:


1.	Borrowing to which this request applies:
		Principal Amount:

Exhibit G


		Type:
		Interest Period ²⁶ :

2.	Effective date of this election ²⁷ :

3.	Resulting Borrowing[s] ²⁸
		Principal Amount ²⁹ :
		Type ³⁰
		Interest Period ³¹

Very truly yours,

[specify applicable borrower].,
By:

	Name:
	Title:

²⁶ In the case of a Eurocurrency Borrowing, specify the last day of the current Interest Period therefor.

²⁷ Must be a Business Day.

²⁸ If different options are being elected with respect to different portions of the Borrowing specified in item 1 above, provide the information required by this item 3 for each resulting Borrowing. Each resulting Borrowing shall be in an aggregate amount that is an integral multiple of, and not less than, the amount specified for a Borrowing of such Class and Type in Section 2.02(c) of the Credit Agreement.

²⁹ Indicate the principal amount of the resulting Borrowing and the percentage of the Borrowing in item 1 above.

³⁰ Specify whether the resulting Borrowing is to be a ABR Borrowing or a Eurocurrency Borrowing.

³¹ Applicable only if the resulting Borrowing is to be a Eurocurrency Borrowing. Shall be subject to the definition of “Interest Period” and can be a period of one, two, three or six months (or, if agreed to by each Lender participating in the resulting Borrowing, nine or twelve months). Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Exhibit G

EXHIBIT H

[FORM OF]

PERFECTION CERTIFICATE

Reference is made to the Credit Agreement dated as of [ ], 2013, among Murphy USA Inc. (“ Murphy USA ”), Murphy Oil USA, Inc. (the “ Company ”), the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Credit Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement or the Collateral Agreement referred to therein, as applicable.

The undersigned, [specify title] of the Company, solely in [his/her] capacity as an officer, and not individually, and [specify title], of Murphy USA, solely in [his/her] capacity as an officer, and not individually, hereby certify to the Administrative Agent and each other Secured Party as follows:

4. Legal Names. A. Set forth on Schedule 1 is (i) the exact legal name of each Loan Party, as such name appears in its certificate of organization, and (ii) each other legal name such Loan Party has had in the past five years, including the date of the relevant name change.

A. Except as set forth on Schedule 1, no Loan Party has changed its identity or corporate structure in any manner within the past five years. Changes in identity or corporate structure include mergers, consolidations and acquisitions, as well as any change in form or jurisdiction of organization. With respect to any such change that has occurred within the past five years, Schedules 1, 2A and 2B set forth the information required by Sections 1 and 2 of this Perfection Certificate as to each acquiree or constituent party to such merger, consolidation or acquisition.

5. Jurisdictions and Locations. A. Set forth on Schedule 2A is (i) the jurisdiction of organization and the form of organization of each Loan Party, (ii) the organizational identification number, if any, assigned to such Loan Party by such jurisdiction and, if such Loan Party is organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the federal taxpayer identification number, if any, of such Loan Party and (iii) the address (including the county) of the chief executive office of such Loan Party.

A. Set forth on Schedule 2B are, with respect to each Loan Party, (i) all locations where such Loan Party maintains any books or records relating to any Accounts Receivable, (ii) all locations where such Loan Party maintains a place of business or any Collateral (with fair value of $250,000 or more) not otherwise identified on Schedule 2A or 2B and (iii) the name and address of any

Exhibit H

Person other than a Loan Party that has possession of any Collateral (with fair value of $250,000 or more) (indicating whether such Person holds such Collateral subject to a Lien (including warehousemen’s, mechanics’ and other statutory liens)).

6. Unusual Transactions. All Accounts have been originated by the Loan Parties and all Inventory has been either acquired by the Loan Parties in the ordinary course of business or manufactured by the Loan Parties, except as set forth on Schedule 3.

7. File Search Reports. File search reports have been obtained from the Uniform Commercial Code (“UCC”) filing office relating to the location of organization of each Loan Party identified on Schedule 2A. The file search reports obtained pursuant to this Section 4 reflect no Liens on any of the Collateral other than those permitted under the Credit Agreement.

8. UCC Filings. UCC financing statements have been prepared for filing in the proper UCC filing office in the jurisdiction in which each Loan Party is located (as provided in 9-307 of the UCC), in each case as set forth with respect to such Loan Party in Section 2 above. Set forth on Schedule 5 is a complete and correct list of each such filing and the UCC filing office or county recorder’s office in which such filing is to be made.

9. Equity Interests. Set forth on Schedule 6 is a complete and correct list, for each Loan Party, of all the stock, partnership interests, limited liability company membership interests or other Equity Interests owned by such Loan Party, specifying the issuer and certificate number of, and the number and percentage of ownership represented by, such Equity Interests.

10. Deposit Accounts. Set forth on Schedule 7 is a complete and correct list of all deposit accounts maintained by each Loan Party, other than Excluded Deposit Accounts, specifying the name and address of the depositary institution, the type of account and the account number.

11. Securities Accounts. Set forth on Schedule 8 is a complete and correct list of all securities accounts maintained by each Loan Party, other than Excluded Securities Accounts, specifying the name and address of the financial institution holding the securities account (including a securities intermediary or commodities intermediary), the type of account and the account number.

[Signature page follows]

Exhibit H

IN WITNESS WHEREOF, the undersigned have duly executed this certificate on this [ ] day of [ ], 2013.


murphy oil usa inc.
by

	Name:
	Title:

u
murphy usa inc.
By

	Name:
	Title:

Exhibit H

Schedule 1

Legal Names

Loan Party’s Exact Legal Name	Former Legal Names (including date of change)

Exhibit H

Schedule 2A

Jurisdictions and Locations

Loan Party	Jurisdiction of Organization	Form of Organization	Organizational Identification Number (if any)	Federal Taxpayer Identification Number (if applicable)	Chief Executive Office Address (including county)

Exhibit H

Schedule 2B

Other Addresses

Loan Party	Locations where Books or Records Relating to Accounts Receivable are Maintained (including county)	Other Locations where a Place of Business or any Collateral is Maintained (including county)	Name and Address of Other Persons that have possession of any Collateral (including county)	Owned/ Leased Or Public Warehouse Facility

Exhibit H

Schedule 5

UCC Filings

Loan Party	UCC Filing	Jurisdiction	UCC Filing Office/Local Filing Office

Exhibit H

Schedule 6

Equity Interests

Loan Party	Issuer	Type of Organization	Number of Shares Owned	Total Shares Outstanding	Percentage of Interest Pledged	Certificate No. (if uncertificated, please indicate so)	Par Value

Schedule 7

Deposit Accounts

Loan Party

Depositary Institution

(including address)

Type of Account

Account Name and Number

Exhibit H

Schedule 8

Securities Accounts

Loan Party	Financial Institution (including address)	Type of Account	Account Number

Exhibit H

EXHIBIT I

[FORM OF]

SUPPLEMENTAL PERFECTION CERTIFICATE

This Supplemental Perfection Certificate dated as of [ ], 20[ ] is delivered pursuant to Section 5.01(e) of the Credit Agreement (this certificate and each other certificate heretofore delivered pursuant to Section 5.01(e) of the Credit Agreement being referred to as a “ Supplemental Perfection Certificate ”), and supplements the information set forth in the Perfection Certificate delivered on the Effective Date ( as supplemented from time to time by the Supplemental Perfection Certificates delivered after the Effective Date and prior to the date hereof, the “ Prior Perfection Certificate ”).

Each of the undersigned, [specify title] ³² of Murphy USA and [specify title] ³³ of the Company, hereby certifies to the Administrative Agent as follows :

1. Legal Names. Except as set forth on Schedule 1 hereto, Schedule 1 to the Prior Perfection Certificate remains complete and correct.

2. Jurisdictions and Locations. Except as set forth on Schedule 2A or 2B hereto, Schedules 2A and 2B to the Prior Perfection Certificate remain complete and correct. All Uniform Commercial Code financing statements or other appropriate filings recordings or registrations, including all refilings, rerecordings and registrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to such Schedule 2A or 2B (as supplemented or modified by Schedule 2A or 2B hereto, if applicable) to the extent necessary to protect and perfect the Security Interest for a period of not less than 18 months after the date hereof (except as noted therein with respect to any continuation statements to be filed within such period).

3. Unusual Transactions. All Accounts have been originated by the Loan Parties and all Inventory has been either acquired by the Loan Parties in the ordinary course of business or manufactured by the Loan Parties, except as set forth on Schedule 3.

³² Each Supplemental Perfection Certificate must be signed by a Financial Officer of Murphy USA.

³³ Each Supplemental Perfection Certificate must be signed by a Financial Officer of the Borrower.

Exhibit I

4. Reserved.

5. Reserved.

6. Equity Interests. Except as set forth on Schedule 6 hereto, Schedule 6 to the Prior Perfection Certificate remains complete and correct.

7. Deposit Accounts. Except as set forth on Schedule 7 hereto, Schedule 7 to the Prior Perfection Certificate remains complete and correct.

8. Securities Accounts. Except as set forth on Schedule 8 hereto, Schedule 8 to the Prior Perfection Certificate remains complete and correct.

[Signature page follows]

Exhibit I

IN WITNESS WHEREOF, the undersigned have duly executed this certificate on this [ ] day of [ ], 20[ ].

murphy oil usa inc.,
by

	Name:
	Title:


murphy usa inc.,
by

	Name:
	Title:

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

MURPHY OIL CORPORATION

and

MURPHY USA INC.

Dated as of August 30 , 20 13

TABLE OF CONTENTS
^{__________________}


		Page

	Article 1 Definitions
Section 1.01 . Definitions		2
Section 1.02 . Interpretation		11

	Article 2 Prior to the Distribution
Section 2.01. Information Statement; Listing		13
Section 2.02. Restructuring		13
Section 2.03. Transfers of Certain Other Assets and Liabilities		13
Section 2.05 . Agreement Relating To Consents Necessary To Transfer Assets and Liabilities		14
Section 2.06. Intercompany Accounts		15
Section 2.07 . Intercompany Agreements		15
Section 2.08 . Bank Accounts; Cash Balances		16
Section 2.09. Novation of Liabilities		17
Section 2.10 . Further Assurances and Consents		19

	Article 3 Distribution
Section 3.01. Conditions Precedent to Distribution		19
Section 3.02. The Distribution		20
Section 3.03. Fractional Shares		21
Section 3.04. NO REPRESENTATIONS OR WARRANTIES		21

	Article 4 Insurance Matters
Section 4.01 . Insurance Prior to the Distribution Time		2 2
Section 4.02 . Ownership of Existing Policies and Programs		22
Section 4.03 . Acquisition and Maintenance of Post-Distribution Insurance by Murphy USA		23
Section 4.04. Rights Under Shared Policies		23
Section 4.05 . Administration and Reserves		25
Section 4.06 . Insurance Premiums		25
Section 4.07 . Agreement for Waiver of Conflict and Shared Defense		26
Section 4.08 . Duty to Mitigate		26
Section 4.09 . Non-Waiver of Rights to Coverage		26


	Article 5 Access to Information
Section 5.01. Access to Information		26
Section 5.02. Litigation Cooperation		27
Section 5.03. Reimbursement		28
Section 5.04. Ownership of Information		29
Section 5.05. Retention of Records		29
Section 5.06. Confidentiality		29
Section 5.07 . Privileged Information		30

	Article 6 Release; Indemnification
Section 6.01 . Release of Pre-Distribution Claims		31
Section 6.02 . Murphy USA Indemnification of the Murphy Oil Group		33
Section 6.03 . Murphy Oil Indemnification of Murphy USA Group		33
Section 6.04. Procedures		34
Section 6.05 . Calculation of Indemnification Amount		35
Section 6.06. Contribution		36
Section 6.07. Non-Exclusivity of Remedies		36
Section 6.08. Survival of Indemnities		36

	Article 7 Miscellaneous
Section 7.01 . Notices		36
Section 7.02. Amendments; No Waivers		37
Section 7.03. Expenses		38
Section 7.04. Successors and Assigns		38
Section 7.05. Governing Law		38
Section 7.06. Counterparts; Effectiveness; Third-Party Beneficiaries		38
Section 7.07. Entire Agreement		38
Section 7.08. Tax Matters		39
Section 7.09. Jurisdiction		39
Section 7.10 . WAIVER OF JURY TRIAL		39
Section 7.11. Termination		39
Section 7.12. Severability		40
Section 7.13. Survival		40
Section 7.14. Captions		40
Section 7.15 . Interpretation		40
Section 7.16. Specific Performance		40
Section 7.17. Performance		41

SCHEDULES

Schedule 1 Restructuring Plan

Schedule 2.07(b) Intercompany Agreements

EXHIBITS

Exhibit A Employee Matters Agreement

Exhibit B Tax Matters Agreement

Exhibit C Transition Services Agreement

Exhibit D Trademark Assignment Agreement

Exhibit E Trademark License Agreement

Exhibit F Peach Street Lease Agreement

Exhibit G Aircraft Maintenance Labor Pooling Agreement

Exhibit H Airplane Interchange Agreement

Exhibit I Hangar Rental Agreement

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT dated as of August 30 , 20 13 (the “ Agreement ”) between Murphy Oil Corporation , a Delaware corporation (“ Murphy Oil ”), and Murphy USA Inc. , a Delaware corporation (“ Murphy USA ”).

W I T N E S S E T H :

WHEREAS, Murphy USA is a wholly owned subsidiary of Murphy Oil;

WHEREAS, the Board of Directors of Murphy Oil has determined that it is in the best interests of Murphy Oil and the stock holders of Murphy Oil to distribute to the holders of the issued and outstanding shares of common stock, par value $ 1.00 per share, of Murphy Oil (the “ Murphy Oil Common Stock ”) as of the Record Date (as defined below), by means of a pro rata dividend, 100% of the issued and outstanding shares of common stock, par value $ 0.0 1 p e r share, of Murphy USA (the “ Murphy USA Common Stock ”), on the basis of one share of Murphy USA Common Stock for every four then issued and outstanding shares of Murphy Oil Common Stock (the “ Distribution ”) ;

WHEREAS, Murphy Oil and Murphy USA have prepare d , and Murphy USA has file d with the Commission (as defined below) , the Form 10 (as defined below) , which includes the Information Statement (as defined below) , and which set s forth appropriate disclosure concerning Murphy USA and the Distribution , and the Form 10 has become effective under the Excha nge Act (as defined below);

WHEREAS, the Distribution will be preceded by , among other things, the Restructuring (as defined below) , in which, among other things, all of the stock of MOUSA will be contributed to Murphy USA ;

WHEREAS, for United States federal and state income tax purposes, the Distribution is intended to qualify as a tax-free transaction under Sections 355 and 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the corresponding provisions of state law, and Murphy Oil has obtained certain tax rulings to such effect ; and

WHEREAS, the parties hereto have determined to set forth the principal actions required to effect the Distribution and to set forth certain agre ements that will govern the relationship between the parties following the Distribution.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE 1
Definitions

Section 1.01 . Definitions. The following terms, as used herein, have the following meanings:

“ Action ” means any demand, claim, suit, action, arbitration, inquiry, investigation or other proceeding by or before any Governmental Authority or any arbitration or mediation tribunal.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For the purposes of this definition, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise , and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing. Notwithstanding a ny provision of this Agreement to the contrary (except where the relevant provision states explicitly to the contrary) , no member of the Murphy Oil Group, on the one hand, and no member of the Murphy USA Group, on the other hand, shall be deemed to be an Affiliate of the other .

“ Agreement ” has the meaning set forth in the preamble .

“ Aircraft Maintenance Labor Pooling Agreement ” means the Aircraft Maintenance Labor Pooling Agreement between Murphy Oil and MOUSA , dated as of the date hereof, substantially in the form of Exhibit G , as such agreement may be amended from time to time in accordance with its terms .

“ Airplane Interchange Agreement ” means the Airplane Interchange Agreement between Murphy Oil and MOUSA , dated as of the date hereof, substantially in the form of Exhibit H , as such agreement may be amended from time to time in accordance with its terms .

“ Ancillary Agreement ” means each of the Tax Matters Agreement, th e Transition Services Agreement, the Employee Matters Agreement , the Trademark Assignment Agreement, the Trademark License Agreement , the Peach Street Lease Agreement, the Aircraft Maintenance Labor Pooling Agreement , the Airplane Interchange Agreement and the Hangar Rental Agreement .

“ Business ” means, with respect to the Murphy Oil Group , the Murphy Oil Business and, with respect to t he Murphy USA Group , the Murphy USA Business.

“ Business Day ” means a day, other than Saturday, Sunday or other day on which commercial banks in New York , New York are authorized or required by Applicable Law to close.

“ Calumet ” means Calumet Specialty Products Partners, L.P. (together with any of its Affiliates to which it assigns any of its rights).

“ Calumet Asset Purchase Agreement ” means that certain Asset Purchase Agreement, dated as of July 25, 2011, as amended from time to time, between Calumet and Murphy Oil.

“ Claim ” has the meaning set forth in Section 6.04(a) .

“ Claims Administration ” means the processing of claims made under Murphy Oil Policies, including the reporting of claims to the insurance carrier, management and defense of claims, and providing for appropriate releases upon settlement of claims.

“ Claims Made Policies ” has the meaning set forth in Section 4.04(a).

“ Code ” has the meaning set forth in the recitals to this Agreement.

“ Commission ” means the United States Securities and Exchange Commission.

“ Confidential Information ” means, with respect to a Group, (i) any proprietary information that is competitively sensitive , material or otherwise of value to the members of such Group and not generally known to the public, including product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer profiles, sales estimates, business plans and internal performance results relating to the past, present or future business activities of the members of such Group and the consumers, customers, clients and suppliers of the members of such Group; (ii) any proprietary scientific or technical information, design, invention, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords any member of such Group a competitive advantage over its competitors; and (iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, information, and trade secrets; in each case, related primarily to such Group ’s Business .

“ Credit Facility ” means that certain senior secured credit agreement dated as of August 30 , 2013, as amended from time to time, consisting of an

asset-based revolving facility and a term loan facility, by and among, Murphy USA, as holdings, MOUSA, as borrower, the borrowing subsidiaries from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other agents and lenders from time to time party thereto.

“ Disposing Party ” has the meaning set forth in Section 5.05 .

“ Distribution ” has the meaning set forth in the recitals to this Agreement.

“ Distribution Agent ” means Computershare Investor Services, LLC .

“ Distribution Date ” means August 30 , 2013 , the date on which the Distribution shall be effected .

“ Distribution Documents ” means this Agreement and the Ancillary Agreements.

“ Distribution Time ” means the time at which the Distribution is effective on the Distribution Dat e, which shall be deemed to be 11 : 59 p .m. , Eastern Daylight Time , on the Distribution Date.

“ Employee Matters Agreement ” means the Employee Matters Agreement between Murphy Oil and Murphy USA , dated as of the date hereof, substantially in the form of Exhibit A , as such agreement may be amended from time to time in accordance with its terms .

“ Environmental Law ” means any Applicable Law relating to pollution, protection or restoration of or prevention of harm to the en vironment or natural resources, or the effect on the environment of the use, handling, transportation, treatment, storage, disposal, r elease or discharge of , or any human exposure to, any toxic or h azardous m aterials.

“ Environmental Liabilities ” means all Liabilities relating to, arising out of or resulting from the effect on the environment of the use, handling, transportation, treatment, storage, disposal, release or discharge of, or any human exposure to, any toxic or h azardous m aterials, Environmental Law or contract or agreement relating to any such matters (including related removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ FIFO Basis ” means, with respect to the payment of Unrelated Claims pursuant to the same Shared Policy, the payment in full of each successful claim (regardless of whether a Murphy Oil Insured Party or a Murphy USA Insured

Party is the claimant) in the order in which such successful claim is approved by the insurance carrier, until the limit of the applicable Shared Policy is met.

“ Form 10 ” means the registration statement on Form 10 filed by Murphy USA with the Commission to effect the registration of Murphy USA Common Stock pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

“ Former Business ” means any corporation, partnership, ent ity, division, business unit, business or set of business operations that has been sold, conveyed, assigned, transferred or oth erwise disposed of or divested (other than solely in connection with the Restructuring), in whole or in part, or the operations, activities or production of which has been discontinued, abandoned, com pleted or otherwise terminated, in whole or in part , in each case, by either Group prior to the Distribution Time .

“ Former Refineries Business ” has the meaning set forth in the definition of “Murphy Oil Former Business.”

“ Group ” means, as the context requires, the Murphy USA Group or the Murphy Oil Group.

“ Hangar Rental Agreement ” means the Hangar Rental Agreement between Murphy Oil and MOUSA , dated as of the date hereof, substantially in the form of Exhibit I , as such agreement may be amended from time to time in accordance with its terms .

“ Indemnified Party ” has the meaning set forth in Section 6.04(a) .

“ Indemnifying Party ” has the meaning set forth in Section 6.04(a) .

“ Indemnitees ” means, as the context require s, the Murphy Oil Indemnit ees or the Murphy USA Indemnitees.

“ Information Statement ” means the Information Statement to be sent to each holder of Murphy Oil Common Stock in connection with the Distribution.

“ Insured Party ” means a Murphy Oil Insured Party or a Murphy USA Insured Party .

“ Intercompany Accounts ” has the meaning set forth in Section 2.06 .

“ IRS ” means the Internal Revenue Service.

“ Liabilities ” means any and all claims, debts, liabilities , l osses and obligations, absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses relating thereto, and including, without limitation, those debts, liabilities and obligations arising under this Agreement, any Applicable Law , any Action or threatened Action, any order or consent decree of any Governmental Authority or any award of any arbitrator of any kind, and those arising under any agreement, commitment or undertaking.

“ Losses ” means, with respect to any Person, any and all damage s , loss es, liabilities and expense s incurred or suffered by such Person (including, without limitation, reasonable expenses of investig ation and reasonable attorneys’, accountants’, consultants’ and other professionals’ fees and expenses in connection with any and all Actions or threatened Actions and reasonable expenses in connection with the enforcement of the rights hereunder ).

“ MOUSA ” means Murphy Oil USA, Inc.

“ Murphy Oil ” has the meaning set forth in the preamble.

“ Murphy Oil Accounts ” has the meaning set forth in Section 2.08 .

“ Murphy Oil Assumed Actions ” has the meaning set forth in Section 5.02(b) .

“ Murphy Oil Business ” means (i) the business conducted by the Murphy Oil Group from time to time, whether before, on or after the Distribution (but excluding the Murphy USA Business and any Murphy USA Former Business) and (ii) the Murphy Oil Former Business. For the avoidance of doubt, the Murphy USA Contributed Assets , the Specified Calumet/Valero Contracts and any Other Calumet Transferred Operations will not be considered part of the Murphy Oil Business.

“ Murphy Oil Common Stock ” has the meaning set forth in the recitals to this Agreement.

“ Murphy Oil Former Business ” means (i) the Former Businesses previously owned, in whole or in part, or previously operated, in whole or in part, primarily by any member of the Murphy Oil Group and (ii) all refineries (and related facilities, other assets or operations transferred prior to the Distribution Time in connection with the transfer of any such refineries) owned, in whole or in part, or operated, in whole or in part, prior to the Distribution Time by Murphy Oil or any of its current or former Subsidiaries or other Affiliates (including, for this purpose, members of the Murphy USA Group) (the “ Former Refineries Business ”) . For the avoidance of doubt, ethanol plants are not considered “refineries” for purposes of clause (ii) of this definition.

“ Murphy Oil Group ” means Murphy Oil and its Subsidiaries (other than any member of the Murphy USA Group) , including all predecessors to such Persons .

“ Murphy Oil Indemnitees ” has the meaning set forth in Section 6.02(a) .

“ Murphy Oil Insured Party ” means any member of the Murphy Oil Group that is named insured, additional named insured or insured under any Shared Policy.

“ Murphy Oil Liabilities ” means (i) all Liabilities expressly delegated or allocated to, or assumed by, Murphy Oil or any member of the Murphy Oil Group under this Agreement or any Anc illary Agreement, including (A) all Liabilities arising in connection with the Murphy Oil Assumed Actions and (B) all Liabilities to the extent relating to, or arising from or in connection with, the Milford Haven, Wales refinery and related facilities, including any purchase or sale of any interest therein , including any Liabilities of MOUSA under its guarantee of certain obligations under the Total Agreement ; (ii) except as otherwise specifically provided in this Agreement or any Ancillary Agreement, all Liabilities (whether arising before, on or after the Distribution Date and whether based on facts occurring before, on or after the Distribution Date and including Environmental Liabilities) of or to the extent relating to, or arising from or in connection with, (A) the Murphy Oil Business (including any sale or transfer thereof) or (B) except to the extent included as a Murphy USA Liability pursuant to clause (i) or (ii)(A) of the definition thereof, the Murphy Oil Group . No Liability shall be both a Murphy Oil Liability and a Murphy USA Liability, and in the event of any inconsistency or conflict that may arise in the application or interpretation of this definition or the definition of “Murphy USA Liabilities”, for the purpose of determining what is and is not a Murphy Oil Liability , the explicit delegation or allocation to, or assumption by, Murphy Oil or any member of the Murphy Oil Group under this Agreement or any Ancillary Agreement shall take priority over any more general textual provision of this Agreement that would otherwise operate to cause such Liability to be a Murphy USA Liabilit y . For the avoidance of doubt, except as otherwise specifically provided in this Agreement or any Ancillary Agreement, (x) the designation in this Agreement of Liabilities as “Murphy Oil Liabilities” or “Murphy USA Liabilities” is only for purposes of allocating such Liabilities as between the parties and their respective Subsidiaries and shall not affect any obligations to, or give rise to any rights of, any Third Parties and (y) all Liabilities of the Murphy Oil Group or the Murphy USA Group arising from or relating to the sale of any Murphy Oil Former Business will be a Murphy Oil Liability .

“ Murphy Oil Policies ” has the meaning set forth in Section 4.02 .

“ Murphy USA ” has the meaning set forth in the preamble.

“ Murphy USA Accounts ” has the meaning set forth in Section 2.08

“ Murphy USA Assumed Actions ” has the meaning set forth in Section 5.02(a) .

“ Murphy USA Business ” means (i) the business conducted by the Murphy USA Group from time to time, whether before, on or after the Distribution (excluding any Murphy Oil Former Business), (ii) the Murphy USA Former Business, (iii) the Murphy USA Contributed Assets a nd (iv) the Specified Calumet/Valero Contracts .

“ Murphy USA Common Stock ” has the meaning set forth in the recitals to this Agreement.

“ Murphy USA Contributed Assets ” has the meaning set forth on Schedule 1 .

“ Murphy USA Financing Arrangements ” means the Notes and the Credit Facility.

“ Murphy USA Former Business ” means (i) the Former Businesses previously owned , in whole or in part, or previously operated, in whole or in part, primarily by any member of the Murphy USA Group and (ii) if, but only if, transferred prior to the Distribution Time to Calumet or any of its Affiliates , the so-called “Northern Crude Gathering System” (if so transferred prior to the Distribution Time , the “ Other Calumet Transferred Operations ”) ; provided that in no event will the Fo rmer Refineries Business be considered a Murphy USA Former Business.

“ Murphy USA Indemnitees ” has the meaning set forth in Section 6.03 .

“ Murphy USA Insured Party ” means any member of the Murphy USA Group that is named insured, additional named insured or insured under any Shared Policy.

“ Murphy USA Liabilities ” means, (i) all Liabilities expressly delegated or allocated to, or assumed by, Murphy USA or any member of the Murphy USA Group under this Agreement or any Ancillary Agreement, including all Liabilities arising in connection with the Murphy USA Assumed Actions; and (ii) except as otherwise specifically provided in this Agreement or any Ancillary Agreement, all Liabilities (whether arising before, on or after the Distribution Date and whether based on facts occurring before, on or after the Distribution Date and including Environmental Liabilities) of or to the extent relating to, or arising from or in connection with, (A) the Murphy USA Business (including any sale or transfer thereof) or (B) except to the extent included as a Murphy Oil Liability pursuant to

clause (i) or (ii) (A) of the definition thereof, the Murphy USA Group. No Liability shall be both a Murphy USA Liability and a Murphy Oil Liability, and in the event of any inconsistency or conflict that may arise in the application or interpretation of this definition or the definition of “Murphy Oil Liabilities”, for the purpose of determining what is and is not a Murphy USA Liability, the explicit delegation or allocation to, or assumption by, Murphy USA or any member of the Murphy USA Group under this Agreement or any Ancillary Agreement shall take priority over any more general textual provision of this Agreement that would otherwise operate to cause such Liability to be a Murphy Oil Liability. For the avoidance of doubt, except as otherwise specifically provided in this Agreement or any Ancillary Agreement, (x) the designation in this Agreement of Liabilities as “Murphy USA Liabilities” or “Murphy Oil Liabilities” is only for purposes of allocating such Liabilities as between the parties and their respective Subsidiaries and shall not affect any obligations to, or give rise to any rights of, any Third Parties and (y) all Liabilities of the Murphy Oil Group or the Murphy USA Group arising from or relating to the sale of any Murphy USA Former Business will be a Murphy USA Liability .

“ Notes ” has the meaning set forth in the definition of “Notes Offering Memorandum.”

“ Notes Offering Memorandum ” means each of the preliminary offering memorandum, subject to completion, dated August 5, 2013 , the preliminary offering memorandum supplement, subject to completion, dated August 7, 2013, and the final offering memorandum, dated August 9, 2013 , with respect to the offering and sale of $ 500,000,000 aggregate principal amount of senior unsecured notes of MOUSA (the “ Notes ”) .

“ NYSE ” means The New York Stock Exchange, Inc .

“ Occurrence Based Policies ” has the meaning set forth in Section 4.04(a).

“ Other Calumet Transferred Operations ” has the meaning set forth in the definition of “Murphy USA Former Business.”

“ Peach Street Lease Agreement ” means the Lease Agreement for 200 Peach Street, El Dorado, Arkansas between Murphy Oil and MOUSA , dated as of the date hereof, substantially in the form of Exhibit F , as such agreement may be amended from time to time in accordance with its terms.

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“ Privilege ” has the meaning set forth in Section 5.07(a) .

“ Privileged Information ” has the meaning set forth in Section 5.07(a) .

“ Receiving Party ” has the meaning set forth in Section 5.05 .

“ Record Date ” means the close of business on August 21 , 2013, the date determined by the Board of Directors of Murphy Oil as the record date for the Distribution .

“ Related Claims ” means a claim or claims against a Shared Policy made by one or more Murphy USA Insured Parties , on the one hand, and one or more Murphy Oil Insured Parties , on the other hand, filed in connection with Losses suffered by either a Murphy USA Insured Party or a Murphy Oil Insured Party , as the case may be, arising out of the same underlying transaction or series of transactions or event or series of events that have also given rise to Losses suffered by a Murphy Oil Insured Party or a Murphy USA Insured Party , as the case may be, which Losses are the subject of a claim or claims by such Person against a Shared Policy.

“ Representatives ” has the meaning set forth in Section 5.06 .

“ Restructuring ” means the reorganization of certain businesses , assets and liabilities of the Murphy Oil Group and the Murphy USA Group to be completed before the Distribution Time , as described in Schedule 1 .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Shared Policies ” has the meaning set forth in Section 4.04(a) .

“ Specified Calumet/Valero Contracts ” means (i) the Crude Supply Agreement dated September 30, 2011, as amended from time to time, b y and between MOUSA and Calumet , (ii) the Throughput Agreement dated as of October 1, 2011, as amended from time to time, by and between MOUSA and Valero Marketing and Supply Company and (iii) the Pipeline Servitude Agreement by Valero to MOUSA dated September 29, 2011, as amended from time to time.

“ Stock Options Registration Statement ” means the Registration Statement on Form S-8 or such other form or forms as may be appropriate, as amended and supplemented, including all documents incorporated by reference therein, to effect the registration under the Securities Act of Murphy USA Common Stock subject to certain stock options granted to current and former officers, employees, directors and consultants of the Murphy Oil Group pursuant to the Employee Matters Agreement.

“ Tax Matters Agreement ” means the Tax Matters Agreement between Murphy Oil and Murphy USA , dated as of the date hereof , substantially in the form of Exhibit B , as such agreement may be amended from time to time in accordance with its terms .

“ Third-Party Claim ” has the meaning set forth in Section 6.04(b) .

“ Third Party ” means a Person that is not an Affiliate of the Murphy USA Group or the Murphy Oil Group.

“ Trademark Assignment Agreement ” means the Trademark Assignment Agreement between Murphy Oil and MOUSA , to be dated as of the date hereof , substantially in the form of Exhibit D , as such agreement may be amended from time to time in accordance with its terms .

“ Trademark License Agreement ” means the Trademark Assignment Agreement between Murphy Oil and Murphy USA , to be dated as of the date hereof , substantially in the form of Exhibit E , as such agreement may be amended from time to time in accordance with its terms .

“ Transition Services Agreement ” means the Transition Services Agreement between Murphy Oil and Murphy USA , dated as of the date hereof , substanti ally in the form of Exhibit C , as such agreement may be amended from time to time in accordance with its terms .

“ Unrelated Claims ” means a claim or claims against a Shared Policy that is not a Related Claim.

“ Unreleased Murphy Oil Liability ” has the meaning set forth in Section 2.09(d) .

“ Unreleased Murphy USA Liability ” has the meaning set forth in Section 2.09(b) .

“ Valero ” means Valero Refining-Meraux LLC (together with any of its Affiliates to which it assigns any of its rights) .

“ Valero Asset Purchase Agreement ” means that certain Asset Purchase Agreement, dated as of September 1, 2011, as amended from time to time, between Valero and Murphy Oil.

Section 1.02 . Interpretation. (a) In this Agreement, unless the context clearly indicates otherwise:

(i) words used in the singular include the plural and words used in the plural include the singular;

(ii) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement;

(iii) except as otherwise clearly indicated, reference to any gender includes the other gender;

(iv) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(v) reference to any Article, Section, Exhibit or Schedule means such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(vi) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof;

(vii) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(viii) reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(ix) relative to the determination of any period of time, “from” means “from and including,” “to” means “to and in cluding” and “through” means “through and including”;

(x) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(xi) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States ; and

(xii) any capitalized term used in an Exhibit or Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement.

ARTICLE 2
Prior to the Distribution

On or prior to the Distribution Date:

Section 2.01 . Information Statement; Listing. Murphy Oil shall mail the Information Statement to the holders of Murphy Oil Common Stock as of the Record Date. Murphy Oil and Murphy USA shall take all such action s as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States and shall use reasonable efforts to comply with all applicable foreign securities laws in connection with the transactions contemplated by this Agreement and the Anci llary Agreements. Murphy USA shall prepare, file and pursue an application to permit listing of the Murphy USA Common Stock on t he NYSE.

Section 2.02 . Restructuring . Each of Murphy Oil and Murphy USA shall use, and shall cause each of its respective Subsidiaries to use, all reasonable efforts to consummate the Restructuring prior to the Distribution Time .

Section 2.03 . Transfers of Certain Other Assets and Liabilities . Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02 , prior to the Distribution Time (a) Murphy Oil shall, or shall cause the relevant member of the Murphy Oil Group to, assign, contribute, convey, transfer and deliver to Murphy USA or a ny Subsidiary of Murphy USA as of the Distribution Time designated by Murphy USA (a “ Murphy USA Designee ” ) all of the right, title and interest of Murphy Oil or such member of the Murphy Oil Group in and to all assets, if any, held by any member of the Murphy Oil Group that relate solely to the Murphy USA B usiness (and not to the Murphy Oil Business) and Murphy USA or such Murphy USA Designee shall assume and take transfer of all L iabilities to the extent associated with such assets and (b) Murphy Oil and Murphy USA shall, or shall cause the relevant member of the Murphy USA Group to, assign, contribute, convey, transfer and deliver to Murphy Oil or any Subsidiary of Murphy Oil as of the Distribution Time designated by Murphy Oil (a “ Murphy Oil Designee ” ) all of the right, t itle and interest of Murphy USA or such member of the Murphy USA Group in and to all assets, if any, held by any member of the Murphy USA Group that relate solely to the Murphy Oil B usiness (and not to the Murphy USA Business) and Murphy Oil or such Murphy Oil Designee shall assume and take transfer of all L iabilities to the extent associated with such assets . To the extent any assignment, con tribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 prior to the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03 , but subject to Section 2.05 ) , it shall be effected as promptly thereafter as practicable.

Section 2.04 . Transfers of Certain Assets t o Third Parties . Murphy USA shall, and shall cause the member s of the Murphy USA Group to, cooperate with Murphy Oil with respect to satisfaction of the obligations of Murphy Oil under each of the Calumet Asset Purchase Agreement and the V alero Asset Purchase Agreement, including by assigning, contributing, conveying, transferring and delivering in accordance therewith (a) to Calumet all of the right, title and interest of Murphy USA or any member of the Murphy USA Group in and to all Purchased Assets (as such term is defined in the Calumet Asset Purchase Agreement) in accordance with the terms of the Calumet Asset Purchase Agreement and (b) to Valero all of the right, title and interest of Murphy USA or any member of the Murphy USA Group in and to all Purchased Assets (as such term is defined in the V alero Asset Purchase Agreement) in accordance with the terms of the Valero Asset Purchase Agreement . Notwithstanding the foregoing, and except for the Specified Calumet/Valero Contracts, all Liabilities relating t o, or arising from or in connection with , the C alumet Asset Purchase Agreement or the Valero Asset Purchase Agreement shall be “Murphy Oil Liabilities” (and shall not be “Murphy USA Liabilities”) . Murphy USA shall, and shall cause the members of the Murphy USA Group to, comply with all agreements entered into in connection with any sale of Other Calume t Transferred Operations, and all Liabilities under such agreements will be “ Murphy USA Liabilities ” . For the avoidance of doubt, this Agreement shall not give rise to any obligations of Murphy USA or any other member of the Murphy USA Group to, or give rise to any rights of, Calumet , Valero or any of their Affiliates .

Section 2.05 . Agreement Relating To Consents Necessary To Transfer Assets and Liabilities . Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign any asset (including any contract, agreement or instrument but excluding the direct or indirect transfer of capital stock of any member of any Group ) or any claim or right or any benefit arising thereunder or resulting therefrom , or to assume any Liabili ty associated therewith, if such transfer , assignment , or assumption without the necessary consent of a Third Party , would result in a breach , or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any contract, agreement or other material instrument or would otherwise adversely affect the rights o f a member of the Murphy Oil Group or Murphy USA Group thereunder. Murphy O il and Murphy USA will use their reasonable efforts to obtain the consent of any Third Party or any Governmental Authority , if any, required in connection with the transfer or assignment pursuant to Section 2.03 of any such asset or any such claim or right or benefit arising thereunder and the assumption of any Liabilit y associated therewith . If an d when such consent is obtained , the absence of which caused the deferral of the transfer or assignment of any asset or any claim or righ t or benefit arising thereunder, or the assumption of any Liability associated therewith , pursuant to Section 2.03 (and assuming any other legal impediments for such transfer , assignment and/or assumption have been removed ) , such transfer , assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. During the

period in which any transfer, assignment or assumption is delayed pursuant to this Section 2.05 as a result of the absence of a required consent, Murphy Oil and Murphy USA will cooperate in a mutually agreeable arrangement under which the intended transferee would, to the maximum extent possible, obtain the benefits and assume the obligations of the relevant asset, claim, right, benefit and/or Liability in accordance with this Agreement as if the relevant transfer, assignment or assumption had taken place, including by sub-contract, sub-license or sub-lease to such transferee, or under which the transferor would, with respect to an agreement, enforce for the benefit and at the cost of the transferee, with the transferee assuming the transferor’s obligations, any and all rights of the transferor against any Third Party thereunder . For the avoidance of doubt, nothing contained in this Section 2.05 shall prevent or prohibit the transfer of stock.

Section 2.06 . Intercompany Accounts. T he parties shall use reasonable efforts to settle prior to the Distribution Date (to the extent practicable) , all intercompany receivable s , payable s and other balances , in each case, that arise prio r to the Distribution Time between members of the Murphy Oil Group, on the one hand, and members of the Murphy USA Group, on the other hand (“ Intercompany Accounts ”) , by one or more cash payment s in satisfaction of such amounts . From and after the Distribution Time, the parties shall settle as promptly as practicable and in the manner set forth in the first sentence of this Section 2.06 any Intercompany Accounts that are not settled as of the Distribution Time; provided that any claim by any member of either Group with respect to an Intercompany Account must be made in writing (which writing shall be provided in accordance with Section 7.01 and be reasonably specific as to the applicable Intercompany Account and the amount thereof) to the applicable member of the other Group within 90 days of the Distribution Date , and any Intercompany Account that is not settled, or that a claim in respect thereof is not made in compliance with Section 2.06 , within such 90 day period shall be deemed waived and released in accordance with Section 6.01 without any further action by either party.

Section 2.07 . Intercompany Agreements. (a) Except as set forth in Section 2.07(b) , all agreements, arrangements, commitments or understandings, whether or not in writing, between members of the Murphy Oil Group, on the one hand, and members of the Murphy USA Group, on the other hand, in effect immediately prior to the Distribution shall be terminated, cancelled and of no further force and effect from and after the Distribution Time (including any provision thereof that purports to survive termination) .

(b) The provisions of Section 2.07(a) shall not apply to any of the following agreements, arrangements, commitments or understandings: (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the parties hereto or any of the members of their respective Groups); (ii) any agreements, arrangements, commitments or

understandings to which any Person other than the parties hereto and the members of their respective Groups is a party; (iii) any I ntercompany A ccounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.06 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with , but shall be subject to the time limitation set forth in, the second sentence of Section 2.06 ) ; and (iv) the agreements, arrangements, commitments and understanding set forth on Schedule 2.07(b) and any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreements expressly contemplate will survive the Distribution Date.

Section 2.08 . Bank Accounts; Cash Balances. (a) Murphy Oil and Murphy USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier date as Murphy Oil and Murphy USA may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Murphy USA or any other member of the Murphy USA Group (collectively, the “ Murphy USA Accounts ” ) so that such Murphy USA Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “ linked ” ) to any bank or brokerage account owned by Murphy Oil or any other member of the Murphy Oil Group (collectively, the “ Murphy Oil Accounts ” ), are de-linked from the Murphy Oil Accounts.

(b) Murphy Oil and Murphy USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier date as Murphy Oil and Murphy USA may agree), all actions necessary to amend all contracts or agreements governing the Murphy Oil Accounts so that such Murphy Oil Accounts, if currently linked to a Murphy USA Account, are de-linked from the Murphy USA Accounts.

(c) It is intended that, following consummation of the actions contemplated by Sections 2.08(a) and 2.08(b) , there will be in place a centralized cash management process pursuant to which the Murphy USA Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Murphy USA .

(d) It is intended that, following consummation of the actions contemplated by Sections 2.08(a) and 2.08(b) , there will continue to be in place a centralized cash management process pursuant to which the Murphy Oil Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Murphy Oil.

(e) With respect to any outstanding payments initiated by Murphy Oil, Murphy USA , or any of their respective Subsidiaries prior to the Distribution Time , such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated.

(f) As between Murphy Oil and Murphy USA (and the members of their respective Groups) all payments received after the Distribution Date by either party (or member of its Group) that relate to a business, a sset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments, and the parties shall have a monthly reconciliation, whereby all such payments received by each party are calculated and the net amount owed to Murphy Oil or Murphy USA shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $ 500,000 , an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) B usiness D ays of such amount exceeding $ 500,000 . Notwithstanding the foregoing, neither Murphy Oil nor Murphy USA shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance action.

Section 2.09 . Novation of Liabilities . (a) Each of Murphy Oil and Murphy USA, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, li censes and other Liabilities of any nature whatsoever that constitute Murphy USA Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Murphy USA Group so that, in any such case, the members of the Murphy USA Group will be solely responsible for the Murphy USA Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty , respectively ) ; provided, however, that neither Murphy Oil nor Murphy USA shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation , except for a substitute letter of c redit or substitute guarant y as referenced in the prior parenthetical ) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.

(b) If Murphy Oil or Murphy USA is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Murphy Oil Group continues to be bound by such agreement, lease, license or other Liability (each, an “ Unreleased Murphy USA Liability ”), Murphy USA shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Murphy Oil Group, as the case may be, (i) on a timely basis pay, perfo rm and discharge fully all the Liabilities of such member of the Murphy Oil Group that constitute Unreleased Murphy USA Liabilities and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Murphy Oil Group. If and when such consent, substitutio n, approval, amendment or relea se shall be obtained or

the Unreleased Murphy USA Liabilities shall otherwise become assignable or able to be novated, Murphy Oil shall promptly assi g n, or cause to be assigned, and Murphy USA or the applicable member of the Murphy USA Group shall assume, such Unreleased Murphy USA Liabilities without exchange of further consideration.

(c) Each of Murphy Oil and Murphy USA, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Murphy Oil Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Murphy Oil Group, so that, in any such case, the members of the Murphy Oil Group will be solely responsible for the Murphy Oil Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty , respectively ) ; provided, however, that neither Murphy Oil nor Murphy USA shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitu te letter of credit or substitute guaranty as referenced in the prior parenthetical ) to any third Person from whom any such consent, substitution, approval, amendment or release is requested. Notwithstanding the foregoing, neither Murphy Oil nor Murphy USA shall be required to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate or assign any obligations or other Liabilities under or in respect of that certain Sale and Purchase of the Milford Haven Refinery Business, dated as of October 3, 2007, as amended from time to time, among Total UK Limited, Total Milford Haven Refinery Limited, Murco Petroleum Limited and MOUSA (the “ Total Agreement ”) ; provided that, for the avoidance of doubt, all such obligations shall be Murphy Oil Liabilities under this Agreement.

(d) If Murphy Oil or Murphy USA is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Murphy Oil Group continues to be bound by such agreement, lease, license or other Liability (each, an “ Unreleased Murphy Oil Liability ”), Murphy Oil shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Murphy Oil Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the obligations or other Liabilities of such member of the Murphy Oil Group that constitute Unreleased Murphy Oil Liabilities and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Murphy USA Group. If and when such consent, substitutio n, approval, amendment or relea se shall be obtained or the Unreleased Murphy USA Liabilities shall otherwise become assignable or able to be novated, Murphy USA shall promptly assi g n, or cause to be assigned, and Murphy Oil or the applicable member of the

Murphy Oil Group shall assume, such Unreleased Murphy Oil Liabilities without exchange of further consideration.

Section 2.10 . Further Assurances a nd Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under Applicable Laws and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including but not limited to using its reasonable efforts to obtain any consents and approvals and to make any filings and applications necessary or desirable in order to consummate the transactions contemplated by this Agreement.

ARTICLE 3
Distribution

Section 3.01 . Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied ( or waived by Murphy Oil in its sole discretion ) :

(i) the Board of Directors of Murphy Oil shall be satisfied that the Distribution will be made out of surplus within the meaning of Section 170 of the General Corporat ion Law of the State of Delaware ;

(ii) the Board of Directors of Murphy Oil shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution;

(iii) the Restructuring shall have been completed;

(iv) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission , and the Information Statement shall have been mailed to holders of the Murphy Oil Common Stock as of the Record Date;

(v) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted ;

(vi) the Murphy USA Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of issuance;

(vii) the Board of Directors of Murphy USA , as named in the Information Statement, shall have been duly elected, and the amended and restated certificate of incorporation and the amended and restated bylaws of Murphy USA , each in substantially the form filed as an exhibit to the Form 10 , shall be in effect;

(viii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto;

(ix) Murphy Oil shall have received a private letter ruling from the IRS and an opinion of Davis Polk & Wardwell LLP ( neither of which shall have been revoked or modified in any material respect) , in each case , reasonably satisfactory to Murphy Oil , confirming that the Distribution will be tax free to Murphy Oil and to the stockholders of Murphy Oil for United States federal income tax purposes ;

(x) no Applicable Law shall have been adopted, promulgated or issued that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby ;

(xi) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties , in each case, necessary to effect the Distribution and to permit the operation of the Murphy USA B usiness after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained ;

(xii) a c redit f acility shall have been made available to MOUSA by its lenders on terms and in an amount satisfactory to Murphy Oil ; and

(xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Murphy Oil , in its sole discretion, makes it inadvis able to effect the Distribution or the other transactions contemplated hereby .

Each of the foregoing conditions is for the sole benefit of Murphy Oil and shall not give rise to or create any duty on the part of Murphy Oil or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Murphy Oil ’s rights of termination as set forth in Section 7.11 or alter the consequences of any termination from those specified in Section 7.11 . Any determination made by Murphy Oil on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties.

Section 3.02 . The Distribution . (a) Murphy Oil shall, in its sole discretion, determine the Distribution Date and all terms of the Distribution, including the timing of the consummation of all or part of the Distribution. Murphy Oil may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution including, without

limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution. For the avoidance of doubt, nothing in this Agreement shall in any way limit Murphy Oil’s right to terminate this Agreement or the Distribution as set forth in Section 7.11 or alter the consequences of any such termination from those specified in Section 7.11 .

(b) Subject to the terms and conditions set forth in this Agreement, (i) o n or p rior to the Distribution Date, Murphy Oil shall take such steps as are reasonably necessary or appropriate to permit the Distribution by the Distribution Agent of validly issued, fully paid and nonassessable shares of Murphy USA Common Stock, registered in book-entry form through the registration system , (ii) the Distribution shall be effective at the Distribution Time , and (iii) Murphy Oil shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Distribution Date, to each holder of record of Murphy Oil Common Stock as of the Record Date, by means of a pro rata dividend, one share of Murphy USA Common Stock for every four shares of Murphy Oil Common Stock so held. Following the Distribution Date, Murphy USA agrees to provide all book-entry transfer authorizations for shares of Murphy USA Common Stock that Murphy Oil or the Distribution Agent shall require (after giving effect to Sections 3.03 and 3.04 ) in order to effect the Distribution.

Section 3.03 . Fractional Shares . No fractional shares of Murphy USA Common Stock will be distributed in the Distribution. The Distribution Agent will be directed to determine (based on the aggregate number of shares held by each holder) the number of whole shares and the fractional share of Murphy USA Common Stock allocable to each holder of Murphy Oil Common Stock as of the Record Date. Upon the determination by the Distribution Agent of such number s of whole shares and fractional shares, as soon as practicable on or after the Distribution Date, the Distribution Agent, acting on behalf of the holders thereof, shall aggregate the fractional shares into whole shares and shall sell the whole shares obtained thereby for cash on the open market (with the Distribution Agent, in its sole discretion, determining when, how and through which broker-dealer ( s ) and at which price ( s ) to make such sales) and shall thereafter promptly distribute to each such holder entitled thereto (pro rata based on the fractional share such holder would have been entitled to receive in the Distribution) the resulting aggregate cash proceeds, after making appropriate deductions of the amounts required to be withheld for United Sta tes federal income tax purposes, if any, and after deducting an amount equal to all brokerage fees and commissions, transfer taxes and other costs attributed to the sale of shares pursuant to this Section 3.03 . Neither Murphy Oil nor Murphy USA will be required to guarantee any minimum sale price for the fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payments made in lieu of fractional shares.

Section 3.04 . NO REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER DISTRIBUTION DOCUMENT, NO MEMBER OF EITHER GROUP MAKES ANY

REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO ANY MEMBER OF THE OTHER GROUP OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE T RANSACTIONS OR MATTERS CONTEMPLATED HEREBY (INCLUDING WITH RESPECT TO THE BUSINESS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, EITHER BUSINESS , OR THE SUFFICIENCY OF ANY ASSETS TRANSFERRED TO THE APPLICABLE GROUP , OR THE TITLE TO ANY SUCH ASSETS, OR THAT ANY REQUIREMENTS OF APPLICABLE LAW ARE COMPLIED WITH WITH RESPECT TO THE REST RUCTURING OR THE DISTRIBUTION ) . EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER DISTRIBUTION DOCUMENT, EACH MEMBER OF EACH GROUP SHALL TAKE ALL OF THE BUSINESS, ASSETS AND LIABILITIES TRANSFERRED TO OR ASSUMED BY IT PURSUANT TO THIS AGREEMENT OR ANY DISTRIBUTION DOCUMENT ON AN “ AS IS, WHERE IS ” BASIS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED.

ARTICLE 4
Insurance Matters

Section 4.01 . Insurance Prior t o t he Distribution Time . Except as may otherwise be expressly provided in this Article 4 , Murphy USA does hereby agree, for itself and on behalf of the Murphy USA Group, that the Murphy Oil Group shall not have any Liability whatsoever to the Murphy USA Group as a result of the insurance policies, insurance contracts and claim administration contracts and practices related to the foregoing of the Murphy Oil Group in effect at any time prior to the Distribution Time, including as a result of the level or scope of any such insurance policies, insurance contracts, claim administration contracts, the creditworthiness of any insurance carrier, the terms and conditions of any policy or contract and the adequacy or timeliness of any notice , or lack thereof, to any insurance carrier , bank trustee for any insurer, scheme administrator for any insurer, or claims administrator with respect to any actual claim or potential claim or otherwise.

Section 4.02 . Ownership o f Existing Policies a nd Programs. Murphy Oil or any member of the Murphy Oil Group will continue to own all insurance policies, insurance contracts and claim administration contracts of any kind of any member of the Murphy Oil Group which were or are in effect at any time at or prior to the Distribution Time (other than insurance policies, insurance contracts and claim administration contracts established in contemplation of the Distribution to cover only the Murphy USA Group after the Distribution Time), together with all rights, benefits and privileges under any of the foregoing (collectively, the “ Murphy Oil Policies ”). Subject to the provisions of this Agreement , including the Murphy USA Group’s rights under Section 4.04 , (a) the

members of the Murphy Oil Group shall retain all of their respective rights, benefits and privileges, if any, under the Murphy Oil Policies and (b) coverage of the Murphy USA Group under the Murphy Oil Policies shall cease as of the Distribution Time with respect to all Losses to the extent incurred or suffered by the Murphy USA Group in connection with, relating to, arising out of or due to, directly or indirectly, any event or occurrence at or after the Distribution Time . Nothing contained herein shall be construed to be an attempted assignment of or a change to any part of the ownership of the Murphy Oil Policies or shall be construed to waive any right or remedy of any member of the Murphy Oil Group in respect thereof . No provision of this Agreement is intended to relieve any insurer of any Liability under any policy.

Section 4.03 . Acquisiti o n a nd Maintenance o f Post- D istribution Insurance b y Murphy USA . Commencing on and as of the Distribution Time , Murphy USA shall be responsible for establishing and maintaining a separate insurance program consisting of the type s of insu rance policies and coverages that Murphy USA considers appropriate to carry on behalf of the Murphy USA Group. Each member of the Murphy USA Group, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by any member of the Murphy USA Group and claims relating to any period at or after the Distribution Time involving any member of the Murphy USA Group.

Section 4.04 . Rights Under Shared Policies . (a) At and after the Distribution Time: (i) Murphy USA and the other members of the Murphy USA Group will have the right to assert and prosecute and/or continue to prosecute claims for any Losses with r espect to the Murphy USA Business under Murphy Oil Policies that cover any member of the Murphy USA Group and/or any or all of the Murphy USA Business within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“ Shared Policies ”) with Third Party insurers that are “occurrence based” insurance policies ( such Shared Policies, “ Occurrence Based Policies ”) arising out of insured occurrences occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Occurrence Based Policies and agreements relating thereto so allow and (ii) Murphy USA and the other members of the Murphy USA Group will have the right to continue to prosecute claims with respect to the Murphy USA Business under Shared Policies with Third Party insurers that are made under liability insurance policies written on a “claims made” basis ( such Shared Policies, “ Claims Made Policies ”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided that in the case of clauses (i) and (ii), (A) subject to Section 4.04(c) , the Murphy Oil Group may, at any time, without liability or obligation to the Murphy USA Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and

such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications) ; (B) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions which require a payment by a member of the Murphy Oil Group in respect thereof, Murphy USA shall reimburse such member of the Murphy Oil Group for a pro rata portion of such payment based on Murphy USA ’s interest in such claim; (C) Murphy USA shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (D) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 4.04(d) .

(b) Murphy Oil will use reasonable efforts to assist Murphy USA in asserting claims and establishing its right to coverage under applicable Shared Policies if so requested by Murphy USA in writing (so long as all of the Murphy Oil Group’s out-of-pocket expenses in connection therewith are promptly paid by Murphy USA following receipt of an invoice for such expenses ), but Murphy Oil will not be otherwise obligated to negotiate, investigate, defend, settle or otherwise handle such claims on behalf of Murphy USA . No member of the Murphy Oil Group will bear any Liability for the failure of an insurer to pay any claim under any Shared Policy. It is understood that any Claims Made Policies may not provide any coverage to the Murphy USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time.

(c) In the event that after the Distribution Time Murphy Oil proposes to amend, commute, terminate, buy-out, extinguish liability under or other wise modify any Shared Policies, in respect of periods of coverage prior to the Distribution Time, under which Murphy USA , the Murphy USA Business or the other members of the Murphy USA Group has or may in the future have rights to assert claims pursuant to this Article 4 in a manner that would adversely affect any such rights of Murphy USA , the Murphy USA Business or any of the other members of the Murphy USA Group, (i) Murphy Oil will , if such proposed action would be material to the Murphy USA Group, give Murphy USA prior notice thereof and consult with Murphy USA with respect to such action and (ii) Murphy Oil will pay to Murphy USA its equitable share (as reasonably determined by Murphy Oil ), if any, of any net proceeds actually received by Murphy Oil from the insurer under the applicable Shared Policy as a result of such action by Murphy Oil (after deducting Murphy Oil’s out-of-pocket expenses incurred in connection with such action) .

(d) To the extent that the limits of any Shared Policy preclude payment in full of Unrelated Claims filed by any member of the Murphy Oil Group, on the one hand, and any member of the Murphy USA Group, on the other hand, the insurance proceeds available under such Shared Policy shall be paid to Murphy Oil and/or Murphy USA , as applicable, on a FIFO Basis. In the event that any

member of the Murphy Oil Group, on the one hand, and any member of the Murphy USA Group, on the other hand, file s Related Claims under any Shared Policy, each of Murphy Oil and Murphy USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims.

(e) In no event (except as provided in Section 4.04(c) or Section 4.04(d) ) will any member of the Murphy Oil Group have any liability or obligation whatsoever to any member of the Murphy USA Group if any Shared Policy is terminated or otherwise ceases to be in effect for any reason , is unavailable or inadequate to cover any Liability of any member of the Murphy USA Group for any reason whatsoever or is not renewed or extended beyond the current expiration date.

Section 4.05 . Administration a nd Reserves. (a) From and after the Distribution Time , the Murphy Oil Group will be responsible for the Claims Administration with respect to claims of the Murphy Oil Group under Shared Policies.

(b) From and after the Distribution Time , the Murphy USA Group will be responsible for the Claims Administration with respect to claims of the Murphy USA Group under Shared Policies , and Murphy Oil shall provide appropriate instructions to the applicable insurance brokers under the Shared Policies to facilitate Claims Administration by Murphy USA . Murphy USA shall provide advance notice to Murphy Oil of any such claims.

(c) Each party agrees to consider in good faith (but shall have no obligation to accept) any requests by the other party to provide assistance to , and cooperate with, such party or any member of its Group with respect to the Claims Administration referred to in Section s 4.05(a) and 4.05(b) . N one of the members of either Group and their respective directors, officers, agents and employees shall have any liability, whether direct or indirect, in contract or tort or otherwise, to any Person for or in connection with the p rovision of such assistance or cooperation . A ll out - of - pocket expenses incurred by either party or any member of its Group in providing any such assistance or cooperation shall be reimbursed promptly by the other party or any member of its Group .

Section 4.06 . Insurance Premiums. From and after the Distribution Time, Murphy Oil will pay all premiums, taxes, assessments or similar charges (retrospectively-rated or otherwise) as required under the terms and conditions of the respective Shared Policies in respect of periods of coverage prior to the Distribution Time, whereupon Murphy USA will upon the request of Murphy Oil promptly reimburse Murphy Oil for that portion of such additional premiums and other payments paid by Murphy Oil as are reasonably determined by Murphy Oil to be attributable to the Murphy USA Business ; provided that, prior to agreeing to pay any such premiums or other payments that would reasonably be expected to

result in a requirement for Murphy USA to provide reimbursement under this Section 4.06 , Murphy Oil shall, to the extent reasonably practicable, provide Murphy USA with prior notice and a reasonable opportunity to consult with M urphy Oil with respect thereto. Notwithstanding the foregoing, to the extent that Murphy USA has previously paid a premium (or has been allocated a portion of a premium by Murphy Oil ) or satisfied a deductible amount under a Shared Policy, Murphy USA shall not be required to pay such premium pursuant to the foregoing sentence or satisfy such deductible again if Murphy USA makes a claim under such Shared Policy in accordance with this Article 4 .

Section 4.07 . Agreement f or Waiver o f Conflict a nd Shared Defense. In the event that a Shared Policy provides coverage for both a member of the Murphy Oil Group, on the one hand, and a member of the Murphy USA Group, on the other hand, relating to the same occurrence, Murphy Oil and Murphy USA agree to defend the relevant matter jointly, provided that in the event there is a conflict of interest which in the reasonable opinion of either party would otherwise prevent the conduct of that joint defense, the parties shall cooperate to pursue coverage under such Shared Policy pursuant to appropriate arrangements (which may require separate counsel) as permitted by such Shared Policy. Nothing in this Section 4.07 will be construed to limit or otherwise alter in any way the indemnity obligations of the parties, including those created by this Agreement, by operation of law or otherwise.

Section 4.08 . Duty t o Mitigate. To the extent that either Murphy Oil or Murphy USA is responsible for the Claims Administration for any claim under any Shared Polic y after the Distribution Time, such party shall use its reasonable efforts to mitigate the amount of any Loss which is the subject of such claim under the applicable Shared Policy .

Section 4.09 . Non- W aiver o f Rights t o Coverage. An insurance carrier that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the provisions of this Article 4 , have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurance carrier or any Third Party shall be entitled to a benefit (i.e., a benefit such Person would not be entitled to receive had the Distribution not occurred or in the absence of the provisions of this Article 4 ) by virtue of the provisions hereof.

ARTICLE 5
Access t o Information

Section 5.01 . Access to Information . (a) For a period of six years after the Distribution Date, each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies)

during normal business hours to its books of account, financial and other records (including accountant’s work papers , to the extent any required consents have been obtained ), information, employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute or litigation , complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access ; provided that any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access ; provided further that in the event any party reasonably determines that affording any such access to the other party would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which such party or member of its Group is a party, or waive any attorney-client privilege applicable to such party or any member of its Group, the parties shall use reasonable efforts to permit the compliance with such request in a manner that avoid s any such harm or consequence.

(b) Without limiting the generality of the foregoing, until the end of the first full Murphy USA fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each par ty shall use reasonable efforts to cooperate with the other party’s information requests to enable the other party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other party’s auditors timely to complete their audit of the annual financial statements and review of the quarterly financial statements.

Section 5.02 . Litigation Cooperation . (a) Effective a s of the Distribution Time , the applicable member of the Murphy USA Group shall assume and thereafter be responsible for all Liabilities of either Group that may result from the Murphy USA Assumed Actions and , subject to Section 6.04(c) , all fees and costs relating to the defense of the Murphy USA Assumed Actions, including attorneys’, accountants’, consultants’ and other professionals’ fees and expenses that have been incurred prior to the Distribution Time and are unpaid as of the Distribution Time, or, that are incurred on or after the Distribution Time . “ Murphy USA Assumed Actions ” means those Actions primarily relating to the Murphy USA Business , including those in which any member of the Murphy Oil Group or any Affiliate of a member of the Murphy Oil Group is a defendant or a party against whom the claim or investigation is directed . If any member of the Murphy Oil Group has any rights o r claims against a Third Party i nsurer or other Third Party in connection with or relating to any Murphy USA Assumed Action, such member shall, subject to Section 2.05 , transfer and assign to the applicable member of the Murphy USA Group all such rights or claims and cooperate with the Murphy USA Group in connection with the enforcement and collection thereof.

(b) E ffective a s of the Distribution Time , the applicable member of the Murphy Oil Group shall assume and thereafter be responsible for all Liabilities of either Group that may result from the Murphy Oil Assumed Actions and , subject to Section 6.04(c) , all fees and costs relating to the defense of the Murphy Oil Assumed Actions, including attorneys’, accountants’, consultants’ and other professionals’ fees and expenses that have been incurred prior to the Distribution Time and are unpaid as of or after the Distribution Time , or, that are incurred on or after the Distribution Time . “ Murphy Oil Assumed Actions ” means those Actions primarily related to the Murphy Oil Business , including those in which any member of the Murphy USA Group or any Affiliate of a member of the Murphy USA Group is a defendant or the party against whom the claim or investigation is directed. If any member of the Murphy USA Group has any rights o r claims against a Third Party i nsurer or other Third Party in connection with or relating to any Murphy Oil Assumed Action, such member shall, sub ject to Section 2.05 , transfer and assign to the applicable member of the Murphy Oil Group all such rights or claims and cooperate with the Murphy Oil Group in connection with the enforcement and collection thereof.

(c) Each party agrees that at all times from and after the Distribution Time if an Action relating primarily to its Business is commenced by a Third Party naming a member of each Group as defendants thereto, then such action shall be deemed to be a Murphy USA Assumed Action (in the case of an Action primarily related to the Murphy USA Business) or a Murphy Oil Assumed Action (in the case of an Action primarily related to the Murphy Oil Business) and the party as to which the Action primarily relates shall use its reasonable efforts to cause the other party or member of its Group to be removed from such Action .

(d) The parties agree that at all times from and after the Distribution Time, if an Action which does not relate primarily to either party’s Business is commenced by a Third Party naming a member of each Group a s a defendant thereto, then the parties shall cooperate and consult to the extent necessary or advisable with respect to such Action.

(e) Each Group shall use reasonable efforts to make available to the other Group and its attorneys, accountants, consultants and other designated representatives, upon written request, its directors, officers, employees and representatives as witnesses, and shall otherwise cooperate with the other Group, to the extent reasonably requested in connection with any Action arising out of either Group’s Business prior t o the Distribution Time in which the requesting Group may from time to time be involved.

Section 5.03 . Reimbursement . Each Group providing information or witnesses to the other Group or otherwise incurring any out-of-pocket expense in connection with cooperating under Section 5.01 or Section 5.02 shall be entitled to receive from the recipient thereof, upon the presentation of invoices therefor, payment for all out ‑of ‑pocket costs and expenses (including attorney’s fees but

excluding reimbursement for general overhead, salary and employee benefits) actually incurred in providing such access, information, witnesses or cooperation.

Section 5.04 . Ownership of Information . All information owned by one party (or a member of its Group) that is provided to the other party (or a member of its Group) under Section 5.01 or Section 5.02 shall be deemed to remain the property of the providing party. Unless specifically set forth herein o r in any Ancillary Agreement , nothing contained in this Agreement shall be construed to grant or confer rights of license o r otherwise in any such information.

Section 5.05 . Retention of Records . Except as otherwise required by Applicable Law or agreed to in writing, each party shall, and shall cause the members of its Group to, retain , in accordance with the practice of such party applicable to the retention of its own information as in effect from time to time, any and all i nformation in its possession or control relating to the other Group’s Business . Neither party shall destroy , or permit the destruction, or otherwise dispose , or permit the disposal, of any such information , subject to such retention practice, unless, prior to such destruction or disposal, the party proposing (or whose Group member is proposing) such destruction or disposal (the “ Disposing Party ”) provide s not less than 30 days’ prior written notice to the other party (the “ Receiving Party ”) , specifying the i nformation proposed to be destroyed or disposed of and the scheduled date fo r such destruction or disposal. I f the Receiving Party shall request in writing prior to the scheduled date for such destruction or disposal that any of the i nformation proposed to be destroyed or disposed of be delivered to the Receiving Party , the Disposing Party shall promptly arrange f or the delivery of such of the i nformation as was requested at the expense of the Receiving Party ; provided that in the event that the Disposing Party reasonably determines that any such provision of i nformation would violate any Applicable Law or agreement to which such party or member of its Group is a party, or waive any attorney-client privilege applicable to such party or any member of its Group, the parties shall use reasonable efforts to permit the prompt compliance with such request in a manner that avoids any such harm or consequence. Any records or documents that were subject to a litigation hold prior to the Distribution Date must be retained by the applicable party until such party or member of its Group is notified by the other party that the litigation hold is no longer in effect.

Section 5.06 . Confidentiality . Each party acknowledges that it or a member of its Group may have in its possession, and, in connection with this Agreement and the Anci llary Agreements, may receive, C onfidential I nformation of the other party or any member of its Group (including information in the possession of such other party relating to its clients or customers ) . Each party shall hold and shall cause its directors, officers, employees, agents, consultants and advisors (“ Representatives ”) and the members of its Group and their Representatives to hold in strict confidence and not to use except as permitted by this Agreement or any Ancillary Agreement all such Confidential Information concerning the other Group unless (a) su ch party or any of the members of its

Group or its or their Representatives is compelled to disclose such Confidential I nformation by judicial or administrative process or by other requirements of Applicable L aw or (b) such Confidential I nformation can be shown to have been (i) in the public domain through no fault of such party or any of the members of its Group or its or their Representatives , (ii) lawfully acquired after the Distribution Date on a non - confidential basis from other sources not known by such party to be under any legal obligation to keep such information confidential or (iii) developed by such party or any of the members of its Group or its or their Representatives without the use of any Confidential Information of the other Group . Notwithstanding the foregoing, such party or member of its Group or its or their Representatives may disclose such Confidential I nformation to the members of its Group and its or their Representatives so long as such Persons are informed by such party of the confidential nature of such Confidential I nformation and are directed by such party to treat such information confidentially. The obligation of each party and the members of its Group and its and their Representatives to hold any such Confidential Information in confidence shall be satisfied if they exercise the same level of care with respect to such Confidential Information as they would with respect to their own proprietary information. If such party or any of a member of its Group or any of its or their Representatives becomes legally compelled to disclose any documents or information subject to this Section 5.06 , such party will promptly notify the other party and, upon request, use reasonable efforts to cooperate with the other party’s efforts to seek a protective order or other remedy. If no such protective order or other remedy is obtained or if the other party waives in writing such party’s compliance with this Section 5.06 , such party or the member of its Group or its or their Representatives may furnish only that portion of the information which it concludes, after consultation with counsel, is legally required to be disclosed and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Each party agrees to be responsible for any breach of this Section 5.06 by it , the members of its Group and its and their Representatives.

Section 5.07 . Privileged Information. (a) The parties acknowledge that members of the Murphy Oil Group, on the o ne hand, and members of the Murphy USA Group, on the other hand, may possess documents or other information regarding the other G roup that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “ Privileges ”; and such documents and other information collectively, the “ Privileged Information ” ). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclos ed or used in a manner inconsistent with such Privilege without the other party’s consent . Without limiting the generality of the foregoing, a part y and its Affiliates shall not , without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any

other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information.

(b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that call s for the production or disclosure of Privileged Information of the other party or a member of its Group , such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information .

ARTICLE 6
Release; Indemnification

Section 6.01 . Release of Pre-Distribution Claims.

(a) Except (i) as provided in Section 6.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each p arty hereto does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, release and forever discharge the other p arty and the other members of such party ’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers or employees of such other party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively , the “ Released Parties ”) , from any and all demands, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect ), whether arising under any c ontract or agreement, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party) , existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, including in connection with the transactions and all other activities to implement the Distribution. Murphy Oil shall cause each of the other members of the Murphy Oil Group to, effective as of the Distribution Time, release and forever discharge each of the Murphy USA Indemnitees as and to the same extent as the release and discharge provided by Murphy Oil pursuant to the

foregoing provisions of this Section 6.01(a) . Murphy USA shall cause each of the other members of the Murphy USA Group to, effective as of the Distribution Time, release and discharge each of the Murphy Oil Indemnitees as and to the same extent as the release and discharge provided by Murphy USA pursuant to the foregoing provisions of this Section 6.01(a) .

(b) Nothing contained in Section 6.01(a) shall impair any right of any Person identified in Section 6.01(a) to enforce this Agreement or any Ancillary Agreement. Nothing contained in Section 6.01(a) shall release or discharge any Person from:

(i) any Liability assumed, transferred, assigned, retained or allocated to that Person in accordance with, or any other Liability of that Person under, this Agreement or any of the Ancillary Agreements;

(ii) any Liability that is expressly specified in this Agreement (including Section 2.06 and Section 2.07 ) or any Ancillary Agreement to continue after the Distribution Time, but subject to any limitation set forth in this Agreement (including Section 2.06 and Section 2.07 ) or any Ancillary Agreement relating specifically to such Liability; or

(iii) any Liability the release of which would result in the release of any Person other than a member of the Murphy Oil Group or any related Released Party ; provided , however , that the p arties hereto agree not to bring or allow their respective Subsidiaries to bring suit against the other p arty or any related R eleased P arty with resp ect to any such Liability.

In addition, nothing contained in Section 6.01(a) shall release any p arty or any member of its Group from honoring its existing obligations to indemnify, or advance expenses to, any Person who was a director, officer or employee of such p arty or any member of its Group , at or prior to the Distribution Time, to the extent such Person was entitled to such indemnification or advancement of expenses pursuant to then-existing obligations; provided , however , that to the extent applicable, Section 6.02 hereof shall determine whether any p arty shall be required to indemnify the other or a member of its Group in respect of such Liability.

(c) No p arty hereto shall make, nor permit any member of its Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against the other p arty, or any related R eleased P arty , with respect to any Liability released pursuant to Section 6.01(a) .

(d) It is the intent of each of the p arties hereto by virtue of the provisions of this Section 6.01 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or

failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before th e Distribution Date between members of the Murphy Oil Group , on the one hand, and members of the Murphy USA Group , on the other hand , (including any contractual agreements or arrangements existing or alleged to exist between the p arties on or before the Distribution Date), except as expressly set forth in Section 6.01(b) or as expressly provided in this Agreement or any Ancillary Agreement . At any time, at the reasonable request of either Murphy Oil or Murphy USA , the other p arty hereto shall execute and deliver (and cause its respective Subsidiaries to execute and deliver) releases reflecting the provisions hereof.

Section 6.02 . Murphy USA Indemnification of the Murphy Oil Group. (a) Effective as of and after the Distribution Time , Murphy USA shall indemnify, defend and hold harmless the Murphy Oil Group and the respective directors, officers , employees and Affiliates of each Person in the Murphy Oil Group (the “ Murphy Oil Indemnitees ”) from and against any and all Losses incurred or suffered by any of the Murphy Oil Indemnitees arising out of or in connection with (i) any of the Murphy USA Liabilities, or the failure of any member of the Murphy USA Group to pay, perform or otherwise discharge any of the Murphy USA Liabilities and (ii) any breach by Murphy USA or any member of the Murphy USA Group of this Agreement or any Ancillary Agreement .

(b) Except to the extent set forth in Section 6.03(b) , effective as of and after the Distribution Time , Murphy USA shall indemnify, defend and hold harmless each of the Murphy Oil Indemnitees and each Person, if any, who controls any Murphy Oil Indemnitee within the meaning of either Section 15 o f the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof , the Information Statement (as amended or supplemented if Murphy USA shall have furnished any amendments or supplements thereto), the Stock Options Registration Statement or any offering memorandum or other marketing materials prepared in connection with the Murphy USA Financing Arrangements or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 6.03 . Murphy Oil Indemnification of Murphy USA Group. (a) Effective as of and after the Distribution Time , Murphy Oil shall indemnify, defend and hold harmless the Murphy USA Group and the respective directors, officers, employees and Affiliates of each Person in the Murphy USA Group (the “ Murphy USA Indemnitees ”) from and against any and all Losses incurred or suffered by any of the Murphy USA Indemnitees and arising out of or in connection with (i) any of the Murphy Oil Liabilities, or the failure of any member of the Murphy Oil Group to pay, perform or otherwise discharge any of the Murphy Oil Liabilities and (ii) any breach by Murphy Oil or any member of the Murphy Oil Group of this Agreement or any Ancillary Agreement .

(b) Effective as of and after the Distribution Time , Murphy Oil shall indemnify, defend and hold harmless each of the Murphy USA Indemnitees and each Person, if any, who controls any Murphy USA Indemnitee within the meaning of either Section 15 o f the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Murphy USA shall have furnished any amen dments or supplements thereto), the Stock Options Registration Statement or any offering memorandum or other marketing materials prepared in connection with the Murphy USA Financing Arrangements or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based on information furnished by Murphy Oil solely in respect of the Murphy Oil Group, including, for the avoidance of doubt, information contained in the Information Statement under the caption “The Separation – Reasons for the Separation” .

Section 6.04 . Procedures . (a) The party seeking indemnification under Section 6.02 or Section 6.03 (the “ Indemnified Party ”) agrees to give prompt notice to the party against whom indemnity is sought (the “ Indemnifying Party ”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “ Claim ”) in respect of which indemnity may be sought hereunder and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party .

(b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any Third Party (“ Third-Party Claim ”) and, subject to the limitations set forth in this Section 6.04 , if it so notifies the Indemnified Party no later than 30 days after receipt of the notice described in Section 6.04(a) , shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. If the Indemnifying Party does not, the Indemnified Party shall have the right to defend or contest such Third-Party Claim through counsel chosen by the Indemnified Party reasonably acceptable to the Indemnifying Party , subject to the provisions of this Section 6.04 . The Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific).

(c) If the Indemnifying Party shall assume the cont rol of the defense of any Third-Party Claim in accordance with the provisions of this Section 6.04 , (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering in to any

settlement of such Third-Party Claim , if the settlement does not release the Indemnified Party from all liabilities and obligat ions with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its related Indemnitees or is otherwise materially prejudicial to any such Person and (ii) the Indemnified Party shall be entitled to participate in (but not control) the defense of such Third-Party Claim and , at its own expense, to employ separate counsel of its choice for such purpose ; provided that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnified Party , the reasonable fees and expenses of such separate counsel shall be at the Indemnifying Party ’s expense .

(d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defe nse or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

(e) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Losses payable under Section 6.02 or Section 6.03 and the reasonable expenses incurred in connection therewith will be treated as Losses subject to indemnification hereunder .

(f) If any Third Party Claim shall be brought against a member of each Group, then such Action shall be deemed to be a Murphy USA Assumed Action or a Murphy Oil Assumed Action in accordance with Sections 5.02(a) and 5.02(b) , to the extent applicable, and the related party shall be deemed to be the Indemnifying Party for the purposes of this Article 6 . In the event of any Action in which the Indemnifying Party is not also named defendant, at the request of either the Indemnified Party or the Indemnifying Party , the parties will use reasonable efforts to substitute the Indemnifying Party or its applicable Affiliate for the named defendant in the Action.

Section 6.05 . Calculation of Indemnification Amount. Any indemnification amount pursuant to Section 6.02 or Section 6.03 shall be paid (i) net of any amounts recovered by the Indemnified Party under applicable Third Party insurance policies or from any other Third Party alleged to be responsible therefor, and (ii) taking into account any tax benefit actually realized and any tax cost incurred by the Indemnified Party arising from the incurrence or payment of the relevant Losses. Murphy Oil and Murphy USA agree that, for federal income tax purposes, any payment made pursuant to this Article 6 will be treated as an adjustment to the contribution s to and distributions by MOUSA , as applicable, occurring immediately prior to the Distribution. If the Indemnified Party receives any amounts under applicable Third Party insurance policies, or from any other Third Party alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party in respect thereof , then such Indemnified Party shall promptly reimburse the Indemnifying Party for any

payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such Third Party insurance policy or Third Party, as applicable . The Indemnifying Party shall not be liable for any Losses under Section 6.02 or Section 6.03 to the extent such Losses are special, indirect, incidental, consequential or punitive damages or lost profits (other than such Losses paid to Third Parties ) .

Section 6.06 . Contribution . If for any reason the indemnification provided for in Section 6.02 or Section 6.03 is unavailable to any Indemnified Party , or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Murphy Oil Group, on the one hand, and the Murphy USA Group, on the other hand, in connection with the conduct, statement or omission that resulted in such Losses. In case of any Losses arising out of or related to information contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Murphy USA shall have furnished any amen dments or supplements thereto), the Stock Options Registration Statement or any offering memorandum or other marketing materials prepared in connection with the Murphy USA Financing Arrangements , the relative fault of the Murphy Oil Group, on the one hand, and the Murphy USA Group, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission of a material fact relates to information supplied by Murphy Oil or Murphy USA .

Section 6.07 . Non-Exclusivity of Remedies . Subject to Section 6.01 , t he remedies provided for in this Article 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity ; provided that the procedures set forth in Sections 6.04 and 6.05 shall be the exclusive procedures governing any indemnity action brought under this Agreement.

Section 6.08 . Survival of Indemnities. The rights and obligations of any Indemnified Party or Indemnifying Party under this Article 6 shall survive the sale or o ther t ransfer of any party of any of its assets, business or liabilities.

ARTICLE 7
Miscellaneous

If to Murphy Oil to:

Murphy Oil Corporation

200 Peach Street

P.O. Box 7000

El Dorado , Arkansas 71731

Attn: Walter K. Compton

Facsimile: 870-864-6489

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York , N ew Y ork 10017

Attn: William L. Taylor

Facsimile: (212) 701 - 5 800

If to Murphy USA to:

Murphy USA Inc.

200 Peach Street

P.O. Box 7 3 00

El Dorado , Arkansas 71731

Attn: John A. Moore

Facsimile: 870-881-6893

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York , New York 10017

Attn: William L. Taylor

Facsimile: (212) 701-5800

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other part y hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 7.02 . Amendments; No Waivers . (a) A ny provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by Murphy Oil and Murphy USA , or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable L aw.

Section 7.03 . Expenses . Except as specifically provided otherwise in this Agreement or any Ancillary Agreement, all costs and expenses incurred by the Murphy Oil Group in connection with the Distribution and related transactions shall be paid by Murphy Oil , and all costs and expenses incurred by the Murphy USA Group in connection with the Distribution and related transactions shall be paid by Murphy USA .

Section 7.04 . Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the conse nt of the other party hereto. If any party or any of its successors or permitted assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such party shall assume all of the obligations of such party under the Distribution Documents.

Section 7.05 . Governing Law . This Agreement shall be governed by and construed in accordance with the law of the State of Arkansas , without regard to the conflicts of law rules of such state.

Section 7.06 . Counterparts; Effectiveness ; Third-Party Beneficiaries . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except for the indemnification and release provisions of Article 6 , neither this Agreement nor any provision hereof is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns.

Section 7.07 . Entire Agreement . This Agreement and the other Distribution Documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior

agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein or in the other Distribution Documents has been made or relied upon by any party hereto or any member of their Group with respect to the transactions contemplated by the Distribution Documents . To the extent that the provisions of this Agreement are inconsistent with the provisions of any other Distribution Document, the provisions of such other Distribution Document shall prevail.

Section 7.08 . Tax Matters . E xcept as otherwise expressly provided herein , this Agreement shall not govern tax matters, which shall be exclusively governed by the Tax Matters Agreement and the Employee Matters Agreement .

Section 7.09 . Jurisdiction . The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Western Distri ct of Arkansas, El Dorado Division or any Arkansas State court sitting in El Dorado, Arkansas , so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from the transaction of business in the State of Arkansas , and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or outside of the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.01 shall be deemed effective service of process on such party.

Section 7.10 . WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.11 . Termination . Notwithstanding any provision of this Agreement to the contrary , the Murphy Oil Board of Directors may , in its sole discretion and without the approval of Murphy USA or any other Person , at any time prior to the Distribution terminate this Agreement and/or abandon the Distribution, whether or not it has theretofore approved this Agreement and/or the Distribution . In the event this Agreement is terminated pursuant to the preceding sentence , this Agreement shall forthwith become void and neither party nor any of

its directors or officers shall have any liability or further obligation to the other party or any other Person by reason of this Agreement .

Section 7.12 . Severability . If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner m aterially adverse to any party. Upon such a declaration, the parties shall modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 7.13 . Survival . All covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein.

Section 7.14 . Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 7.15 . Interpretation. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of its authorship of any of the provisions of this Agreement.

Section 7.16 . Specific Performance . Each party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each party agrees that, if there is a breach or threatened breach, in addition to any damages, the other nonbreaching party to this Agreement, without posting any bond, shall be entitled to seek and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, attachment, or any other equitable remedy which may then be available to obligate the breaching party (i) to perform its obligations under this Agreement or (ii) if the breaching party is unable, for whatever reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other party to this Agreement the economic effect which comes as close as possible to the performance of those obligations (including, but not limited to, transferring, or granting liens on, the assets of the breaching party to secure the performance by the breaching party of those obligations).

Section 7.17 . Performance . Each party shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any member of such party’s Group .

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

MURPHY OIL CORPORATION
By:	/s/ Walter K. Compton
	Name:	Walter K. Compton
	Title:	Senior Vice President and General Counsel

MURPHY USA INC.
By:	/s/ John A. Moore
	Name:	John A. Moore
	Title:	Senior Vice President, General Counsel and Secretary

(Signature Page to Separation and Distribution Agreement )

SCHEDULE 1

RESTRUCTURING PLAN

Set forth below is a description of the restructuring transactions that , except as the parties may otherwise agree, are intended to take place in the order set forth below prior to the Distribution. Prior to the Distribution, each of the entities described below is wholly owned, directly or indirectly, by Murphy Oil.

1. Murphy Oil will contribute to MOUSA the following assets (which are referred to collectively as the “ Murphy USA Contributed Assets ”) and any related liabilities :

(i) the real estate located at 422 North Washington Avenue , El Dorado, Arkansas and appurtenant furniture, fixtures and personal property ;

(ii) (A) the real estate located at 200 Peach Street, El Dorado, Arkansas (but excluding , for the avoidance of doubt, lots 2 and 3 of Block 9, Original Town of El Dorado) and (B) all appurtenant furniture , fixtures and personal property other than ( 1 ) furniture and personal property located on the first and fourth floors of that property and ( 2 ) fixtures, furniture and personal property set forth on Schedule 1- A ;

(iii) a Cessna Citation 56 0XL aircraft (tail# N370M, acquired July 2005); and

(iv) licenses associated with the SolArc and the PDI information systems and hardware primarily related thereto .

2. MOUSA will liquidate the following subsidiaries by m erging each with and into MOUSA : (i) Murphy Latin America Refining & Marketing, Inc., a Delaware corporation, (ii) Murphy LOOP, Inc., a Delaware corporation and (iii) Murphy Lot Holdings, LLC, a Delaware limited liability company.

3. MOUSA will transfer and assign to Murphy Oil all of the Assigned Marks (as such term is defined in the Trademark Assignment Agreement).

4. M OUSA will distribute to Murphy Oil (i) a cash dividend of $ 650 million and (ii) all of the stock of (A) Murphy Gas Gathering Inc., a Delaware corporation, (B) Arkansas Oil Company, a Delaware Corporation and ( C ) Murphy Crude Oil Marketing, Inc., a Delaware corporation.

5. Murphy Oil will contribute all of the stock of MOUSA to Murphy USA in exchange for a number of shares of Murphy USA

Common Stock equal to the number of shares to be distributed by Murphy Oil in the Distribution less the number of shares of Murphy USA Common Stock held by Murphy Oil immediately prior to the contribution .

Schedule 1-A

M URPHY OIL OWNED FIXTURES, FURNITURE AND EQUIPMENT

1. All gallery fixtures on the 1 ^st floor.

2. Rugs with the Rowel logo on the 1 ^st floor.

3. Map on 1 ^st floor wall.

4. Cabinet and monitor next to map on 1 ^st floor wall.

5. Annual report display.

6. Corporate award display on 1 ^st floor.

7. Display outside executive suite on 4 ^th floor with monitor for executive book.

8. Ship model display outside executive suite on 4 ^th floor.

9. Graphic panels on walls throughout the building including murals on 1 ^st floor.

10. All printer, computer, fax and phone equipment used by MOC as of the Effective Date.

11. All servers, server racks and networking gear, in MOC’s computer room as of the Effective Date.

12. The IT safe located in the room outside MOC’s computer room.

13. IT closet switches located on the 1 ^st and 4 ^th floors.

14. Alignment tools used by MOC’s administrative services group.

15. All ECCR supplies and equipment including cameras and TVs.

16. TV and stand in the office service area.

17. Contents of library that is located in the administration area.

18. Computer, printer, camera and supplies used to produce employee badges.

19. Vinyl Printer and supplies.

20. 4 stainless trash cans with MOC’s logo.

21. All pool cars.

22. All printers, sealers, safe and other equipment located in MOC’s Treasury equipment room.

23. All furniture, displays, audio and visual equipment including wall map located in the executive suite on the 4 ^th floor.

24. 4 round benches with Rowel logo located on the 3 ^rd and 4 ^th floor.

SCHEDULE 2.07(B)

INTERCOMPANY AGREEMENTS

1. Agreements entered into to effect the Restructuring

2. Lease Agreement for 214 N. Jefferson Street, El Dorado, Arkansas between Murphy Oil and MOUSA

3. Assignment Agreement dated as of August 29, 2013 between Murphy Oil and MOUSA

4. Agreements entered into to effect the transactions contemplated hereby

EXHIBIT A

EMPLOYEE MATTERS AGREEMENT

A- 1

EXHIBIT B

TAX MATTERS AGREEMENT

B- 1

EXHIBIT C

TRANSITION SERVICES AGREEMENT

C- 1

EXHIBIT D

Trademark Assignment Agreement

D- 1

EXHIBIT E

Trademark License Agreement

E- 1

EXHIBIT F

PEACH STREET Lease Agreement

F- 1

EXHIBIT G

Aircraft Maintenance Labor Pooling Agreement

G- 1

EXHIBIT H

Airplane Interchange Agreement

H- 1

EXHIBIT I

Hangar Rental Agreement

I- 1

MURPHY OIL CORPORATION COMPLETES SPIN-OFF OF MURPHY USA INC.

EL DORADO, Arkansas, August 30 , 201 3 – Murp hy Oil Corporation (NYSE:MUR) (“Murphy Oil”) announce d today that it has completed the spin-off of its U.S. r etail marketing business into an independent public company called Murphy USA Inc. (“Murphy USA”). The spin-off was achieved through the distribution to Murphy Oil’s shareholders of one share of Murphy USA common stock for every four shares of Murphy Oil stock held at the close of business on the record date of August 21, 2013.

Steve Cossé, President and Chief Executive Officer of Murphy Oil Corporation said , “ Today’s announcement demonstrates Murphy Oil’s commitment to provide

long-term value to our shareholders. Murphy USA is well-positioned with a strong management team and business plan to be a successful independent company. ” Cossé added , “Following the spin-off, Murphy Oil will move forward , under the leadership of Roger Jenkins, as a focused exploration and production company with a strong portfolio of global assets . ”

Murphy USA common stock will begin regular-way trading on the New York Stock Exchange under the ticker symbol “MUSA” on September 3, 2013.

For more information go to the website for Murphy Oil Corporation at www.murphyoilcorp.com and for Murphy USA Inc. at www.murphyusa.com .

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events or results , are subject to inherent risks and uncertainties. Factors that could cause one or more of the events forecasted in this press release not to occur include, but are not limited to, a deterioration in the business or prospects of Murphy Oil or Murphy USA , adverse developments in Murphy Oil ’s or Murphy USA’s markets, or adverse developments in the U.S. or global capital markets, credit markets or economies generally . Factors that could cause actual results

to differ materially from those expressed or implied in our forward-looking statements include, but are not limited to, the volatility and level of crude oil and natural gas prices, the level and success rate of our exploration programs, our ability to maintain production rates and replace reserves, political and regulatory instability, uncontrollable natural hazards and a failure to execute a sale of the U.K. downstream operations on acceptable terms. For further discussion of risk factors, see Murphy Oil ’s Annual Report on Form 10-K for the year ended December 31, 2012 and subsequent Forms 10-Q, Murphy USA’s Registration Statement on Form 10 and subsequent Forms 8-K of each on file with the U.S. Securities and Exchange Commission. Neither Murphy Oil nor Murphy USA undertake any duty to publicly update or revise any forward-looking statements.