exv4w09



 






EXHIBIT
4.09




The Premcor Refining Group Inc.




To




Deutsche Bank Trust Company Americas




Trustee




 






THIRD SUPPLEMENTAL INDENTURE




Dated as of August 31, 2005




73/4% Senior Subordinated Notes due 2012




 









 





     THIRD SUPPLEMENTAL INDENTURE, dated as of August 31, 2005 (this “Third Supplemental
Indenture”) between The Premcor Refining Group Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the “Company”), having its principal executive office at
1700 East Putnam Avenue, Suite 400, Old Greenwich, CT 06870, and Deutsche Bank Trust Company
Americas, a New York banking corporation, as Trustee (the “Trustee”).



RECITALS




     WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of
February 11, 2003 (the “Base Indenture”), as amended and supplemented by a Supplemental Indenture,
dated as of November 12, 2003 (solely for purposes of this Third Supplemental Indenture, referred
to as the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
providing for the issuance of $175,000,000 aggregate principal amount of 73/4% Senior Subordinated
Notes due 2012 of the Company (the “Notes”);



     WHEREAS, Section 8.02 of the Base Indenture provides, among other things, that the Company and
the Trustee may enter into a supplemental indenture to add any provisions to or change in any
manner or eliminate any of the provisions of the Indenture or modify in any manner the rights of
the Holders with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture;



     WHEREAS, pursuant to Section 8.02 of the Base Indenture, the Company and the Trustee are
entering into this Third Supplemental Indenture to effect the amendments provided for in the
Proposed Amendments (as defined below);



     WHEREAS, the Board of Directors of the Company has authorized the Company to approve the
amendments to the Indenture set forth in Article 2 hereof (the “Proposed Amendments”);



     WHEREAS, pursuant to its offer to purchase and consent solicitation statement dated August 8,
2005 (the “Offer to Purchase”), the Company commenced a tender offer (the “Tender Offer”) for any
and all of the outstanding Notes issued under the Indenture and solicited the consents (the
“Consent Solicitation” and, together with the Tender Offer, the “Offer”) of the Holders of the
Notes to the Proposed Amendments;



     WHEREAS, Holders of not less than a majority in principal amount of the outstanding Notes,
other than Notes held by the Company or any of its affiliates, have duly consented to the Proposed
Amendments;



     WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to
the Trustee an Opinion of Counsel in compliance with and to the effect set forth in Section 8.03 of
the Base Indenture with respect to this Third Supplemental Indenture;



     WHEREAS, Section 8.04 of the Base Indenture provides, for purposes of the rights and
obligations of the parties thereto and the Holders under the Indenture only, that the Holders of



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the Notes shall be bound, except as otherwise expressed herein, by this Third Supplemental
Indenture once this Third Supplemental Indenture becomes effective; and



     WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the
bylaws (or comparable constituent documents) of the Company necessary to make this Third
Supplemental Indenture a valid instrument legally binding on the Company, in accordance with its
terms, have been duly done and performed.



     NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the
above premises, the Company and Trustee covenant and agree as follows:



ARTICLE 1




Supplement and Effectiveness




     Section 1.01. Supplement. This Third Supplemental Indenture relates to and only affects the Notes,
is supplemental to the Indenture and shall be deemed to form a part of, and shall be construed in
connection with and as part of, the Indenture for any and all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.



     Section 1.02. Effectiveness. This Third Supplemental Indenture is effective immediately upon its
execution and delivery by each of the Company and the Trustee; provided, however, that the
provisions of Article 2 of this Third Supplemental Indenture shall not become operative with
respect to the Notes unless and until the Company (or its successor) accepts for payment the
validly tendered Notes pursuant to the Offer in accordance with the terms and conditions of the
Offer to Purchase, and if the Company (or its successor) does not accept for payment the validly
tendered Notes pursuant to the Offer in accordance with the terms and conditions of the Offer to
Purchase, then this Third Supplemental Indenture shall automatically become null and void ab
initio. If the Offer is terminated or withdrawn prior to acceptance of the Notes, this Third
Supplemental Indenture shall automatically become null and void ab initio.



ARTICLE 2




Amendments




     Section 2.01. Deletion of Certain Covenants of the Indenture. With respect to the Notes, (i) each
of the following sections of the Base Indenture hereby is deleted and ceases to be in effect:
Section 7.01(d); Section 9.06; Section 9.07; Section 9.08; Section 9.09; Section 9.10; Section
9.11; Section 9.12; Section 9.13; Section 9.14; Section 9.15; Section 9.17; Section 10.08; and
Section 12.01 and (ii) each of the following sections of the First Supplemental Indenture hereby is
deleted and ceases to be in effect: Section 2(r); and Section 2(s) (collectively, the “Indenture
Designated Provisions”).



     Section 2.02. Deletion of Certain Definitions. With respect to the Notes, notwithstanding any
provision in the Indenture to the contrary, the definition in the Indenture of each capitalized
term that occurs only within the Indenture Designated Provisions as in effect prior to the
execution of this Third Supplemental Indenture shall be of no further force or effect.



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ARTICLE 3




General Provisions




     Section 3.01. Ratification of Indenture; Third Supplemental Indenture Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Third
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore authenticated and delivered shall be bound hereby.



     Section 3.02. Indenture Remains in Full Force and Effect. This Third Supplemental Indenture is
executed and accepted by the Company and the Trustee subject to all the terms and conditions set
forth in the Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Company and the Trustee with respect hereto.



     Section 3.03. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental
Indenture, except that the Trustee represents and warrants that it has duly authorized, executed
and delivered this Third Supplemental Indenture.



     Section 3.04. Governing Law. This Third Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.



     Section 3.05. Definitions. Capitalized terms used and not defined herein shall have the respective
meanings assigned to them in the Indenture.



     Section 3.06. Counterparts. This Third Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts together shall constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the day and year first above written.



	 	 	 	 	 
	 	THE PREMCOR REFINING GROUP INC.

 	 
	 	By:  	/s/ Joseph D. Watson
 	 
	 	 	Name:  	Joseph D. Watson 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



Attest:
 
/s/

Jeffrey Dill



 




Name: Jeffrey Dill

Title: Assistant Secretary




	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

 	 
	 	By:  	/s/ Annie Jaghatspanyan
 	 
	 	 	Name:  	Annie Jaghatspanyan 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Attest:
 
/s/

Angel E. Milanes, Jr.



 




Name: Angel E. Milanes, Jr.

Title: Client Services Administrator





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