Exhibit 4.9

EXECUTION COPY

AMENDMENT AND RESTATEMENT AGREEMENT

Dated 2nd December, 2004

Between

PREEM PETROLEUM AB (publ)

as borrower

PREEM HOLDINGS AB (publ)

as guarantor

and

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)

as Facility Agent

relating to a €325,000,000 Facilities Agreement dated 28th June, 2004

with amendment co-ordinated by

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)

and

SVENSKA HANDELSBANKEN AB (publ)

LOGO

---



CONTENTS

|Clause      |  |                                       |  | Page
|----------- |  | ------------------------------------- |  | ----
|1.          |  | Interpretation                        |  | 1   
|2.          |  | Amendments and Acknowledgements       |  | 1   
|3.          |  | Representations                       |  | 2   
|4.          |  | Fees                                  |  | 2   
|5.          |  | Expenses                              |  | 2   
|6.          |  | Miscellaneous                         |  | 2   
|7.          |  | Governing law                         |  | 2   
|8.          |  | Enforcement                           |  | 2   
|
|1.          |  | Amended and Restated Credit Agreement |  | 4   
|Signatories |  | 5                                    

---



THIS AGREEMENTis dated 2nd December, 2004

BETWEEN:

BACKGROUND

This
Agreement is supplemental to and amends a credit agreement dated 28th June, 2004 between, among others, the Company as borrower, the Parent as guarantor and the Facility Agent (the Credit Agreement).

IT IS AGREEDas follows:

1.     INTERPRETATION

1.1   Definitions



1.2   Construction



2.     AMENDMENTS AND ACKNOWLEDGEMENTS

1

---



3.     REPRESENTATIONS



4.     FEES



5.     EXPENSES



6.     MISCELLANEOUS

7.     GOVERNING LAW



8.     ENFORCEMENT

8.1   Jurisdiction

2

---



8.2   Service of process

8.3   Waiver of immunity



THIS AGREEMENThas been entered into on the date stated at the beginning of this Agreement.

3

---





SCHEDULE 1        To the Amendment and Restatement Agreement        AMENDED AND RESTATED CREDIT AGREEMENT

4

---



SIGNATORIES        To the Amendment and Restatement Agreement

Company

PREEM PETROLEUM AB (publ)

By:
/s/ Michael G:son Löw

By:
/s/ Per Höjgård

Parent

PREEM HOLDINGS AB (publ)

By:
/s/ Michael G:son Löw

By:
/s/ Per Höjgård

Mandated Lead Arrangers

SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:
/s/ Åsa Samuelsson

SVENSKA HANDELSBANKEN AB (publ)

By:
/s/ Åsa Samuelsson

Co-ordinators

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:
/s/ Åsa Samuelsson

SVENSKA HANDELSBANKEN AB (publ)

By:
/s/ Åsa Samuelsson

Lenders

SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:
/s/ Åsa Samuelsson

SVENSKA HANDELSBANKEN AB (publ)

By:
/s/ Åsa Samuelsson

DNB NOR BANK ASA

By:
/s/ Åsa Samuelsson

DANSKE BANK A/S

By:
/s/ Åsa Samuelsson

5

---



HSH NORDBANK AG, COPENHAGEN BRANCH

By:
/s/ Åsa Samuelsson

NORDDEUTSCHE LANDESBANK, STOCKHOLM BRANCH

By:
/s/ Åsa Samuelsson

NORDEA BANK AB (publ)

By:
/s/ Åsa Samuelsson

SWEDBANK (FÖRENINGSSPARBANKEN AB (publ)

By:
/s/ Åsa Samuelsson

ING BANK N.V.

By:
/s/ Åsa Samuelsson

ISLANDSBANKI HF.

By:
/s/ Åsa Samuelsson

Facility Agent

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:
/s/ Åsa Samuelsson

6

---



SCHEDULE 1

To the Amendment and Restatement Agreement

AMENDED AND RESTATED CREDIT AGREEMENT

FACILITIES AGREEMENT

DATED 28TH JUNE, 2004
(as amended and restated by an amendment and restatement agreement
Dated 2nd December, 2004 on the Effective Date)
€300,000,000

CREDIT FACILITY
FOR
PREEM PETROLEUM AB (publ)
GUARANTEED BY PREEM HOLDINGS AB (publ)

ARRANGED BY

SKANDINAVISKA ENSKILDA BANKEN AB (publ)

and

SVENSKA HANDELSBANKEN AB (publ)

LOGO

---



CONTENTS

|Clause |  |                                            |  | Page
|------ |  | ------------------------------------------ |  | ----
|1.     |  | Interpretation                             |  | 1   
|2.     |  | Facility                                   |  | 9   
|3.     |  | Purpose                                    |  | 10  
|4.     |  | Conditions Precedent                       |  | 10  
|5.     |  | UtilisationLoans                          |  | 11  
|6.     |  | Optional Currencies                        |  | 12  
|7.     |  | Repayment and Cancellation                 |  | 15  
|8.     |  | Prepayment and Cancellation                |  | 16  
|9.     |  | Interest                                   |  | 19  
|10.    |  | Terms                                      |  | 20  
|11.    |  | Market Disruption                          |  | 21  
|12.    |  | Taxes                                      |  | 22  
|13.    |  | Increased Costs                            |  | 25  
|14.    |  | Mitigation                                 |  | 25  
|15.    |  | Payments                                   |  | 26  
|16.    |  | Guarantee and Indemnity                    |  | 28  
|17.    |  | Representations                            |  | 30  
|18.    |  | Information Covenants                      |  | 33  
|19.    |  | Financial Covenants                        |  | 36  
|20.    |  | General Covenants                          |  | 39  
|21.    |  | Default                                    |  | 45  
|22.    |  | The Administrative Parties                 |  | 48  
|23.    |  | Evidence and Calculations                  |  | 52  
|24.    |  | Fees                                       |  | 53  
|25.    |  | Indemnities and Break Costs                |  | 53  
|26.    |  | Expenses                                   |  | 55  
|27.    |  | Amendments and Waivers                     |  | 55  
|28.    |  | Changes to the Parties                     |  | 56  
|29.    |  | Disclosure Of Information                  |  | 59  
|30.    |  | Set-off                                    |  | 59  
|31.    |  | Pro Rata Sharing                           |  | 59  
|32.    |  | Severability                               |  | 60  
|33.    |  | Counterparts                               |  | 61  
|34.    |  | Notices                                    |  | 61  
|35.    |  | Language                                   |  | 62  
|36.    |  | Governing Law                              |  | 62  
|37.    |  | Enforcement                                |  | 63  
|
|1.     |  | Original Parties                           |  | 64  
|2.     |  | Conditions precedent documents             |  | 65  
|3.     |  | Form of Request                            |  | 66  
|4.     |  | Calculation of the Mandatory Cost          |  | 67  
|5.     |  | Form of Transfer Certificate               |  | 68  
|6.     |  | Form of Compliance Certificate             |  | 70  
|7.     |  | Form of legal opinion of Allen & Overy LLP |  | 71  

---



THIS AGREEMENTwas originally dated 28th June, 2004, but was amended and restated on the terms of an agreement dated 2nd December, 2004, and is BETWEEN:



IT IS AGREEDas follows:

1.     INTERPRETATION

1.1   Definitions







1

---









2

---







3

---















4

---





5

---





6

---









7

---





1.2   Construction



8

---





2.     FACILITY

2.1   Term Loan Facility



2.2   Revolving Credit Facility



2.3   Nature of a Finance Party's rights and obligations



9

---









3.     PURPOSE

3.1   Loans



3.2   No obligation to monitor



4.     CONDITIONS PRECEDENT

4.1   Conditions precedent documents



4.2   Conditions precedentTerm Loan Facility



4.3   Further conditions precedent



10

---





4.4   Maximum number



5.     UTILISATIONLOANS

5.1   Giving of Requests



5.2   Completion of Requests



5.3   Advance of Loan



11

---





6.     OPTIONAL CURRENCIES

6.1   General



6.2   Selection



|(b) |  | (i) | The amount of a Loan requested in an Optional Currency must be a minimum euro Amount of 10,000,000 and, if required by the Facility Agent an integral multiple of 1,000,000 units of that currency.
|--- |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6.3   Conditions relating to Optional Currencies



12

---





6.4   Revocation of currency





6.5   Optional Currency equivalents



6.6   Term Loanschange of currency



13

---







6.7   Term Loanscontinuing in same Optional Currency



14

---





6.8   Conditions precedent



6.9   Notification



7.     REPAYMENT AND CANCELLATION

7.1   Repayment and cancellation of Term Loans



Date of Repayment Instalment

Amount of Repayment Instalment (euro)The date falling 30 months after the Signing Date

25,000,000The date falling 36 months after the Signing Date

25,000,000The date falling 42 months after the Signing Date

25,000,000The date falling 48 months after the Signing Date

25,000,000The date falling 54 months after the Signing Date

25,000,000Term Loan Final Maturity Date

Balance of Term Loans




15

---





7.2   Repayment of Revolving Loans



8.     PREPAYMENT AND CANCELLATION

8.1   Mandatory prepaymentillegality



8.2   Mandatory prepaymentchange of control



16

---





8.3   Mandatory Prepaymentsale of assets



17

---





8.4   Voluntary prepayment



8.5   Automatic cancellation



8.6   Voluntary cancellation



8.7   Involuntary prepayment and cancellation



8.8   Partial prepayment of Term Loans



8.9   Re-borrowing



18

---



8.10 Miscellaneous provisions



9.     INTEREST

9.1   Calculation of interest



9.2   Payment of interest



9.3   Interest on overdue amounts



19

---







9.4   Initial Margin



9.5   Margin Adjustments



Ratio of Adjusted Net Debt to Adjusted Equity

Margin
(per cent. per annum)Greater than 1.05:1.00

2.00Greater than 0.85:1.00 but equal to or less than 1.05:1.00

1.75Greater than 0.60:1.00 but equal to or less than 0.85:1.00

1.25Less than or equal to 0.60:1.00

0.90




9.6   Notification of rates of interest



10.   TERMS

10.1 SelectionTerm Loans



20

---





10.2 SelectionRevolving Loans



10.3 ConsolidationTerm Loans



10.4 No overrunning the Final Maturity Date



10.5 Other adjustments



10.6 Notification



11.   MARKET DISRUPTION

11.1 Failure of a Reference Bank to supply a rate



11.2 Market disruption



21

---





11.3 Alternative basis of interest or funding



12.   TAXES

12.1 General



22

---





12.2 Tax gross-up



12.3 Tax indemnity



23

---







12.4 Tax Credit





12.5 Stamp taxes



12.6 Value added taxes



24

---





13.   INCREASED COSTS

13.1 Increased Costs





13.2 Exceptions



13.3 Claims



14.   MITIGATION

14.1 Mitigation





25

---





14.2 Conduct of business by a Finance Party



15.   PAYMENTS

15.1 Place



15.2 Funds



15.3 Distribution



26

---





15.4 Currency



15.5 No set-off or counterclaim



15.6 Business Days



15.7 Partial payments



27

---





15.8 Timing of payments



16.   GUARANTEE AND INDEMNITY

16.1 Guarantee and indemnity



16.2 Continuing guarantee



16.3 Reinstatement



28

---





16.4 Waiver of defences



16.5 Immediate recourse



16.6 Appropriations



29

---





16.7 Non-competition





16.8 Additional security



17.   REPRESENTATIONS

17.1 Representations



17.2 Status



17.3 Powers and authority



30

---



17.4 Legal validity



17.5 Non-conflict



17.6 No default



17.7 Authorisations



17.8 Financial statements





31

---



17.9 No material adverse change



17.10 Litigation



17.11 Pari passu ranking



17.12 Taxes on payments



17.13 Stamp duties



17.14 Immunity



17.15 No adverse consequences





32

---





17.16 Jurisdiction/governing law





17.17 Ownership of the Company



17.18 High Yield Bond



17.19 Times for making representations



18.   INFORMATION COVENANTS

18.1 Financial statements



33

---





18.2 Form of financial statements



18.3 Compliance Certificate



18.4 Informationmiscellaneous



34

---





18.5 Notification of Default



18.6 Year end



18.7 Use of websites



35

---







19.   FINANCIAL COVENANTS

19.1 Definitions





36

---





19.2 Interpretation



37

---





19.3 Gearing



19.4 Interest cover



Date

Ratiofrom Signing Date to 31st December, 2005 (inclusive)

3.50:1.00from 1st January, 2006 to 31st December, 2006 (inclusive)

4.00:1.00Thereafter

5.00:1.00


38

---



20.   GENERAL COVENANTS

20.1 General



20.2 Authorisations



20.3 Compliance with laws



20.4 Pari passu ranking



20.5 Negative pledge



39

---





20.6 Disposals



40

---





20.7 Financial Indebtedness



20.8 Change of business



41

---



20.9 Mergers



20.10 Acquisitions



20.11 Environmental matters





42

---





20.12 Insurance



20.13 Documents



20.14 Capital Expenditure



20.15 Group Contribution





43

---







20.16 Shareholder Loans



20.17 Guarantees



20.18 Intellectual Property



20.19 High Yield Bond



44

---





20.20 Know your client checks



21.   DEFAULT

21.1 Events of Default



21.2 Non-payment



21.3 Breach of other obligations



21.4 Misrepresentation



45

---



21.5 Cross-default





21.6 Insolvency



21.7 Insolvency proceedings



46

---





21.8 Creditors' process



21.9 Cessation of business



21.10 Effectiveness of Finance Documents



21.11 Ownership of the Company



21.12 Litigation



21.13 Material adverse change



47

---



21.14 Acceleration



22.   THE ADMINISTRATIVE PARTIES

22.1 Appointment and duties of the Facility Agent



22.2 Role of the Mandated Lead Arrangers



22.3 No fiduciary duties



22.4 Individual position of the Facility Agent



48

---





22.5 Reliance



22.6 Majority Lenders' instructions



22.7 Responsibility



49

---





22.8 Exclusion of liability



22.9 Default





22.10 Information



50

---





22.11 Indemnities



22.12 Compliance



22.13 Resignation of the Facility Agent



51

---





22.14 Relationship with Lenders



22.15 Facility Agent's management time



22.16 Notice period



22.17 Facility Agent



23.   EVIDENCE AND CALCULATIONS

23.1 Accounts



23.2 Certificates and determinations



23.3 Calculations



52

---



24.   FEES

24.1 Facility Agent's fee



24.2 Arrangement fee



24.3 Commitment fee



Ratio of Adjusted Net Debt to Adjusted Equity

Percentage of the MarginGreater than 0.75:1.00

50Less than or equal to 0.75:1.00

45




25.   INDEMNITIES AND BREAK COSTS

25.1 Currency indemnity





25.2 Other indemnities



53

---





25.3 Break Costs





54

---





26.   EXPENSES

26.1 Initial costs



26.2 Subsequent costs



26.3 Enforcement costs



26.4 Debit of costs



27.   AMENDMENTS AND WAIVERS

27.1 Procedure



27.2 Exceptions



55

---







27.3 Change of currency



27.4 Waivers and remedies cumulative



28.   CHANGES TO THE PARTIES

28.1 Assignments and transfers by Obligors



28.2 Assignments and transfers by Lenders



56

---





28.3 Procedure for transfer by way of novations





57

---





28.4 Limitation of responsibility of Existing Lender



28.5 Costs resulting from change of Lender or Facility Office





28.6 Changes to the Reference Banks



58

---



29.   DISCLOSURE OF INFORMATION



30.   SET-OFF



31.   PRO RATA SHARING

31.1 Redistribution



59

---





31.2 Effect of redistribution



31.3 Exceptions



32.   SEVERABILITY



60

---





33.   COUNTERPARTS



34.   NOTICES

34.1 In writing



34.2 Contact details



Address:

Sandhamnsgatan 51, Box 27800, SE-115 93, Stockholm, SwedenFax number:

+46 8 663 4929Attention:

Per Hojgard




Address:

Sandhamnsgatan 51, Box 27800, SE-115 93, Stockholm, SwedenFax number:

+46 8 663 4929Attention:

Per Hojgard




Address:

Skandinaviska Enskilda Banken AB (publ), Rissneleden 110, 106 40
Stockholm, SwedenFax number:

+46 8 611 0384Attention:

Foreign Credit Administration.




Address:

SEB Merchant Banking, 2 Cannon Street, London EC4M 6XX,
United KingdomFax number:

+44 20 7329 2304Attention:

Loans Agency.




61

---





34.3 Effectiveness



34.4 Obligors



35.   LANGUAGE



36.   GOVERNING LAW



62

---



37.   ENFORCEMENT

37.1 Jurisdiction



37.2 Service of process



37.3 Waiver of immunity



THIS AGREEMENThas been entered into on the date stated at the beginning of this Agreement.

63

---





SCHEDULE 1        ORIGINAL PARTIES

|Name of Original Lender                                       |  | Term Loan Commitments
|------------------------------------------------------------- |  | ---------------------
|
|Skandinaviska Enskilda Banken AB (publ)                       |  | 21,000,000           
|Svenska Handelsbanken AB (publ)                               |  | 21,000,000           
|DnB NOR Bank ASA                                              |  | 17,500,000           
|Danske Bank A/S                                               |  | 14,500,000           
|HSH Nordbank AG, Copenhagen Branch                            |  | 14,500,000           
|Nord/LB Norddeutsche Landesbank Girozentrale Stockholm Branch |  | 14,500,000           
|Nordea Bank AB (publ)                                         |  | 14,500,000           
|Swedbank (FöreningsSparbanken AB (publ)                       |  | 14,500,000           
|ING Bank N.V.                                                 |  | 10,000,000           
|Islandsbanki hf.                                              |  | 8,000,000            
|Total Term Loan Commitments                                   |  | euro 150,000,000     

|Name of Original Lender                                       |  | Revolving Credit Commitments
|------------------------------------------------------------- |  | ----------------------------
|
|Skandinaviska Enskilda Banken AB (publ)                       |  | 21,000,000                  
|Svenska Handelsbanken AB (publ)                               |  | 21,000,000                  
|DnB NOR Bank ASA                                              |  | 17,500,000                  
|Danske Bank A/S                                               |  | 14,500,000                  
|HSH Nordbank AG, Copenhagen Branch                            |  | 14,500,000                  
|Nord/LB Norddeutsche Landesbank Girozentrale Stockholm Branch |  | 14,500,000                  
|Nordea Bank AB (publ)                                         |  | 14,500,000                  
|Swedbank (FöreningsSparbanken AB (publ)                       |  | 14,500,000                  
|ING Bank N.V.                                                 |  | 10,000,000                  
|Islandsbanki hf.                                              |  | 8,000,000                   
|Total Revolving Credit Commitments                            |  | Euro 150,000,000            
|Total Commitments                                             |  | euro 300,000,000            

64

---



SCHEDULE 2        CONDITIONS PRECEDENT DOCUMENTS

Obligors

Legal opinion

Other documents and evidence

65

---



SCHEDULE 3        FORM OF REQUEST

|To:   |  | [SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)] as Facility Agent
|----- |  | ---------------------------------------------------------------------------------
|From: |  | Preem Petroleum AB                                                               
|Date: |  | [                        ]                                                       

PREEM PETROLEUM AB (publ) €300,000,000 Facilities Agreement
dated 28th June, 2004 as amended and restated by an amendment and restatement agreement
dated 2nd December, 2004 (the Agreement)

By:

PREEM
PETROLEUM AB (publ)

---

66

---





SCHEDULE 4        CALCULATION OF THE MANDATORY COST

1.     General



2.     For a Lender lending from a Facility Office in the U.K.

| | E × 0.01300 |  | per cent. per annum
| | ----------- |  | -------------------



|(d) |  | (i)   | Each Lender must supply to the Facility Agent the information required by it to make a calculation of the rate for that Lender. The Facility Agent may assume that this information is correct in all respects.                       
|--- |  | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | (ii)  | If a Lender fails to do so, the Facility Agent may assume that the Lender's obligations in respect of the fees rules are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the U.K.
|    |  | (iii) | The Facility Agent has no liability to any Party if its calculation over or under compensates any Lender.                                                                                                                             

3.     For a Lender lending from a Facility Office in a Participating Member State

4.     Changes





67

---



SCHEDULE 5        FORM OF TRANSFER CERTIFICATE

|To:   |  | [SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)] as Facility Agent
|----- |  | ---------------------------------------------------------------------------------
|From: |  | [THE EXISTING LENDER] (the Existing Lender) and [THE NEW LENDER] (the New Lender)
|Date: |  | [                        ]                                                       

PREEM PETROLEUM AB (publ) €300,000,000 Facilities Agreement
dated 28th June, 2004 as amended and restated by an amendment and restatement agreement
dated 2nd December, 2004 (the Agreement)

We
refer to the Agreement. This is a Transfer Certificate.

68

---



THE SCHEDULE

Rights and obligations to be transferred by novation[insert relevant details, including applicable Commitment (or part)]

Administrative details of the New Lender[insert details of Facility Office, address for notices and payment details etc.]

|[EXISTING LENDER] |  | [NEW LENDER]
|----------------- |  | ------------
|By:               |  |             

The
Transfer Date is confirmed by the Facility Agent as [                        ].

[SEB
MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)]

By:

69

---



SCHEDULE 6        FORM OF COMPLIANCE CERTIFICATE

|To:   |  | [SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)] as Facility Agent
|----- |  | ---------------------------------------------------------------------------------
|From: |  | [OBLIGOR]                                                                        
|Date: |  | [                ]                                                               

PREEM PETROLEUM AB (publ) €300,000,000 Facilities Agreement
dated 28th June, 2004 as amended and restated by an amendment and restatement agreement
dated 2nd December, 2004 (the Agreement)





[OBLIGOR]

By::

---

70

---



SCHEDULE 7        FORM OF LEGAL OPINION OF ALLEN & OVERY LLP

|To:   |  | The Finance Parties named as original parties
to the Amendment Agreement (as defined below).
|----- |  | --------------------------------------------------------------------------------------------
|Date: |  | [                ]                                                                          

Dear
Sirs,

PREEM PETROLEUM AB (publ) €300,000,000 Facilities Agreement
dated 28th June, 2004 as amended and restated by an amendment and restatement agreement
dated 2nd December, 2004 (respectively the Agreement and the Amendment Agreement)

We
have received instructions from SEB Merchant Banking, Skandinaviska Enskilda Banken AB (publ) in connection with the Agreement and the Amendment Agreement.

Words
defined in the Agreement have the same meaning when used in this opinion.

Subject
to the qualifications set out below and to any matters not disclosed to us, we are of the opinion that, so far as the present laws of England are concerned, each of the Agreement and the
Amendment Agreement constitutes a legally binding, valid and enforceable obligation of each Obligor.

The
qualifications to which this opinion is subject are as follows:

This
opinion is given for your sole benefit and may not be relied upon by or disclosed to any other person.

Yours
faithfully,

71

---



QuickLinks