exv4w10



 






EXHIBIT 4.10




The Premcor Refining Group Inc.




and




Valero Energy Corporation, as Guarantor,




To




Deutsche Bank Trust Company Americas




Trustee




 






FOURTH SUPPLEMENTAL INDENTURE




Dated as of September 1, 2005




61⁄8% Senior Notes due 2011




63/4% Senior Notes due 2014




 









 





     FOURTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2005 (this “Fourth Supplemental
Indenture”) and effective as of the effective time (the “Effective Time”) of the Merger (as defined
below), among 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, Valero Energy Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (“Valero”), 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”), providing for the issuance from time to time of the
Company’s unsecured debentures, notes or other evidences of indebtedness to be issued in one or
more series as provided for in the Base Indenture;



     WHEREAS, the Company, Premcor, Inc., a corporation duly organized and existing under the laws
of the State of Delaware (“Premcor”) and the Trustee have previously entered into a Second
Supplemental Indenture, dated as of April 23, 2004 (the “Second Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”), providing for (i) the issuance of $200,000,000
aggregate principal amount of the Company’s 61⁄8% Senior Notes due 2011 and $200,000,000 aggregate
principal amount of the Company’s 63/4% Senior Notes due 2014 (collectively, the “Notes”); and (ii)
the Guarantee of the Notes by Premcor;



     WHEREAS, Premcor is to merge into Valero, with Valero being the surviving entity (the
“Merger”);



     WHEREAS, Valero agrees to assume the performance of the Guarantee and Premcor’s covenants and
obligations under the Indenture and the Notes;



     WHEREAS, each of the Company, Premcor and Valero desires and requests the Trustee to join it
in the execution and delivery of this Fourth Supplemental Indenture to satisfy the requirements of
Section 4 of the Second Supplemental Indenture with respect to the Merger;



     WHEREAS, the entry into this Fourth Supplemental Indenture by the parties hereto is in all
respects authorized by the provisions of the Indenture; 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 Fourth
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 parties covenant and agree as follows:



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ARTICLE 1




Supplement and Effectiveness




     Section 1.01. Supplement. This Fourth 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. Until the Effective Time, the provisions of the Indenture, as
previously supplemented, shall continue in full force and effect. Promptly after its occurrence,
the Company shall advise the Trustee in writing of the Effective Time of the Merger.



ARTICLE 2




Representations and Warranties




     Valero hereby represents and warrants that:



     (1) Valero is a corporation organized and validly existing under the laws of the State of
Delaware; and



     (2) immediately after giving effect to the Merger, no Default or Event of Default shall have
occurred and be continuing.



ARTICLE 3




Assumption




     Valero hereby assumes the performance of the Guarantee and Premcor’s covenants and obligations
under the Indenture and the Notes.



ARTICLE 4




General Provisions




     Section 4.01. Ratification of Indenture; Fourth 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 Fourth
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 4.02. Indenture Remains in Full Force and Effect. This Fourth Supplemental Indenture is
executed and accepted by the Company, Valero 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, Valero and the
Trustee with respect hereto.



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     Section 4.03. Conflict with Trust Indenture Act. If any provision of this Fourth Supplemental
Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act, the latter
provision shall control. If any provision of this Fourth Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Fourth Supplemental Indenture as so modified or to be
excluded as the case may be.



     Section 4.04. Successors and Assigns. All covenants and agreements of the Company, Valero and the
Trustee in this Fourth Supplemental Indenture shall bind their respective successors and assigns,
whether so expressed or not.



     Section 4.05. Separability Clause. In case any provision in this Fourth Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     Section 4.06. Benefits of Fourth Supplemental Indenture. Nothing in this Fourth Supplemental
Indenture, expressed or implied, shall give to any person, other than the parties hereto and their
successors hereunder and the Holders of the Notes, any benefit or any legal or equitable right,
remedy or claim under this Fourth Supplemental Indenture.



     Section 4.07. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken
as the statements of the Company and Valero, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth
Supplemental Indenture, except that the Trustee represents and warrants that it has duly
authorized, executed and delivered this Fourth Supplemental Indenture.



     Section 4.08. Governing Law. This Fourth Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.



     Section 4.09. Effect of Headings. The section headings of this Fourth Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Fourth Supplemental Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.



     Section 4.10. Definitions. Capitalized terms used and not defined herein shall have the respective
meanings assigned to them in the Indenture.



     Section 4.11. Counterparts. This Fourth 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 Fourth Supplemental Indenture to be
duly executed as of the day and year first above written.



	 	 	 	 	 
	 	THE PREMCOR REFINING GROUP INC.

 	 
	 	By:  	/s/ Michael S. Ciskowski
 	 
	 	 	Name:  	Michael S. Ciskowski 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



Attest:




/s/ Jay Browning



 




Name: Jay Browning

Title: Vice President and Secretary




	 	 	 	 	 
	 	VALERO ENERGY CORPORATION

 	 
	 	By:  	/s/ Michael S. Ciskowski
 	 
	 	 	Name:  	Michael S. Ciskowski 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



Attest:




/s/ Jay Browning



 




Name: Jay Browning

Title: Vice President and 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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