Form of 7 3/4% Senior Subordinated Exchange Note due 2012



 EXHIBIT 4.13 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THIS GLOBAL SECURITY IS
HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO
THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 







 THE PREMCOR REFINING GROUP INC. 
  

	Cusip No. 74047AM6	 	$175,000,000

  
 No. 1 
  
 The Premcor Refining Group Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the
principal sum set forth above in United States Dollars (or such other amount indicated on the Schedule of Exchanges of Securities attached hereto) on February 1, 2012 and to pay interest thereon from November 12, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing February 1, 2004, at the rate of 73⁄4% per annum, until the principal hereof is paid or made available
for payment and such interest shall be payable on demand. 
  
 Any
accrued and unpaid interest on this Security upon the issuance of an Exchange Security in exchange for this Security shall cease to be payable to the Holder hereof but such accrued and unpaid interest shall be payable on the next Interest Payment
Date for such Exchange Security to the Holder thereof on the related Regular Record Date. 
  
 The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date at the office or
agency of the Company at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, NY 10005 maintained for such purpose and at any other office or agency maintained by the Company for such purpose (any such location being called a
“Place of Payment”); provided, however, that at the option of the Company, payment of interest may be made by check to the address of the Person entitled thereto as such address shall appear on the Security Register
(subject to the next succeeding paragraph). Any such interest not so punctually paid or duly provided, and interest on such defaulted interest at the interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to
the Holder on such Regular Record Date and shall be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a special record date (“Special Record Date”) for
the payment of such defaulted interest to be fixed by the Company with the consent of the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such securities exchange, all as more
fully provided in said Indenture. 
  

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 If this Security is a Global Security, all payments in respect of this Security will be payable to the
Global Security Holder in its capacity as the registered Holder under the Indenture. If this Security is not a Global Security, payment of the principal of, premium, if any, and interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, or at the option of the Company,
payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, however, that payment by wire transfer of immediately available funds will be
required with respect to principal of, premium, if any, and interest on, all Global Securities and all other Securities the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. 
  
 Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 
  

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  
 Dated:             , 2004

  

	 THE PREMCOR REFINING GROUP INC.
  

	 By
	 	                                      
                                        
                 
	 	 	Name:
	 	 	Title:


  
 Certificate of Authentication

  
 This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture. 
  

	 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
  

	 By
	 	                                      
                                        
                 
	 	 	Authorized Signatory









 (Reverse of Security) 
  
 This Security is one of a duly authorized issue of securities of the Company (including the Additional Securities referred
to below, herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of February 11, 2003, as supplemented by a Supplemental Indenture dated as of November 12, 2003 (as supplemented,
herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof which series is, subject to the following paragraph, initially limited to $175
million aggregate principal amount. 
  
 The Securities are
entitled to the benefits of the covenants set forth in the Indenture. In addition, pursuant to Section 2.02(t) and Section 8.01(9) of the Indenture, the Securities shall be entitled to the following additional rights: 
  
 (i) For purposes of this series of Securities, the first sentence of Section
9.10 of the Indenture is hereby restated as follows: “The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt) other than (i) the Securities of this series
issued on November 12, 2003 and the obligations outstanding on the Issue Date under the Amended and Restated Term Loan Agreement, and (ii) Permitted Indebtedness, unless after giving effect to the incurrence of such Indebtedness and the receipt and
application of the proceeds therefrom, the Company’s Consolidated Operating Cash Flow Ratio is greater than 2 to 1.”; and 
  
 (ii) Section 13.04(9) of the Indenture is hereby restated as follows: “(9)The Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company as defined in the Investment Company Act of 1940, as amended, or such trust shall be qualified under
such act or exempt from regulation thereunder.” 
  
 The
Company may issue additional securities (the “Additional Securities”) under the Indenture having the same terms in all respects as the Securities (or in all respects except for the payment of interest on the Securities (i) scheduled
and paid prior to the date of issuance of such Additional Securities or (ii) payable on the first Interest Payment Date following such date of issuance). 
  

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 Such Additional Securities shall be treated as part of the same series as the Securities for all purposes under the
Indenture and shall vote together with the Securities as part of the same class. 
  
 The Securities will not be redeemable at the Company’s option prior to February 1, 2008. On or after February 1, 2008, the Company may redeem all or part of the Securities, upon not less than 30 nor more than 60
days’ notice mailed to each Holder of such Securities to be redeemed at such Holder’s address appearing in the Company’s Security Register, in principal amounts of $1,000 or an integral multiple of $1,000, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Securities to be redeemed, if any, to, but excluding, the redemption date, if redeemed during the 12-month period beginning on February 1 in the
years indicated below: 
  

	 Year

	  	 Redemption
 Price

	 
	 2008
	  	103.875	%
	 2009
	  	101.938	%
	 2010 and thereafter
	  	100.000	%

  
 In addition, the
Company may, at its option, use the net cash proceeds of one or more Equity Offerings to the extent the net cash proceeds are contributed to the Company’s equity capital to redeem for cash up to 35% in aggregate principal amount of the
Securities originally issued hereunder at any time prior to February 1, 2006 at a redemption price equal to 107.750% of the aggregate principal amount, plus accrued and unpaid interest, of the Securities to be redeemed; provided that at least
65% of the principal amount of the Securities originally issued remains outstanding immediately after such redemption. Any such redemption must occur on or prior to 120 days after the Company’s receipt of the Net Available Proceeds of such
Equity Offering and upon not less than 30 nor more than 60 days’ notice mailed to each Holder of the Securities to be redeemed at such Holder’s address appearing in the Security Register, in principal amounts of $1,000 or an integral
multiple of $1,000. 
  
 Subject to the provisions of Article 10 of
the Indenture, if less than all of the Securities are to be redeemed at any time, the Trustee shall select, in such manner as it shall deem fair and appropriate, the particular Securities to be redeemed; provided that Securities redeemed in part
will only be redeemed in integral multiples of $1,000. 
  

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 The Indenture provides that, subject to certain conditions, if (i) certain Net Available Proceeds are
available to the Company as a result of Asset Dispositions or (ii) a Change of Control Triggering Event occurs, the Company shall be required to make an Offer to Purchase for some or all of the Securities in accordance with the terms of the
Indenture. 
  
 The Indenture contains provisions for defeasance at
any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture (as modified by the terms
hereof). 
  
 In the event of redemption or purchase
pursuant to a mandatory offer to purchase this Security in part only, a new Security or Securities for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
  
 If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
  

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. The Indenture also provides that, without notice to or consent of any
Holder, the Company and the Trustee may enter into one or more supplemental indentures to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated securities in addition to or in place of certificated Securities,
or make any other change, in each case, that does not adversely affect the rights of any Holder of a Security in any material respect. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  

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 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have
the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event
of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
  
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
  
 The Securities are subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior
payment in full of all Senior Debt, which includes (i) all Indebtedness outstanding under the Credit Agreement, (ii) Indebtedness represented by the Senior Notes, the 71⁄2% Notes, the 91⁄4% Notes and the 91⁄2% Notes, (iii) any other
Indebtedness permitted to be incurred by the Company under the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Securities, and (iv)
all Obligations with respect to the foregoing. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness will not include (v) Indebtedness represented by preferred stock, (w) any liability for federal, state, local or other
taxes owed or owing by the Company, (x) any of Indebtedness of the Company to any of its Subsidiaries or other Affiliates, (y) any trade payables, or (z) any Indebtedness that is incurred in violation of the Indenture; provided, however, that any
Indebtedness incurred under the Credit Agreement, in respect of which the lenders or the agent thereunder receive from the Company a representation that such Indebtedness is Senior Indebtedness for all purposes under the Indenture, shall be Senior
Indebtedness for all purposes under the terms of the Securities notwithstanding this clause (z). To the extent provided in the Indenture, Senior Debt must be paid before the Securities may be paid. The Company agrees and 
  

 R-4 








 
each Holder of Securities by accepting a Security consents and agrees to the subordination provided in the Indenture and authorizes the Trustee to give it
effect. 
  
 As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest, including any Special Interest, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or
transferees. 
  
 The Securities of this series are issuable only
in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made to the Holder for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 No director, officer, employee, stockholder or incorporator, as such, of the Company shall have any liability for any
obligations of the Company under the Securities or the Indenture for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities. 
  
 Interest on this Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months. 
  

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 All terms used in this Security that are defined in the Indenture shall have the meanings assigned to
them in the Indenture. 
  
 The Indenture and this Security shall
be governed by and construed in accordance with the laws of the State of New York (without giving effect to conflicts of law principles thereof). 
  

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 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased in its entirety by the Company pursuant to Sections 10.08 and 9.13 of
the Indenture, check the box:  ̈ 
  
 If you want to elect to have only a part of this Security purchased by the Company pursuant to Sections 10.08 and 9.13 of the Indenture, state the amount
(which must be $1,000 or integral multiples thereof):
$                                . 
  
 Dated:
                 Your
Signature:                                      
                                        
                                        
                          
 (Sign exactly as name appears on the other side of this Security)             
  
 Signature Guarantee:
                                        
                                        
                                        
                                        
                 
 (Signature must be guaranteed by a member firm of a
national securities exchange or a commercial bank or trust company) 
  
  

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