SUPPLEMENTAL INDENTURE
Exhibit 4.5
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2006,
between Tesoro Corporation, a Delaware corporation (the “Company”) and U.S. Bank National
Association, as trustee under the Indentures (the “Trustee”). Capitalized terms used and not
defined herein shall have the meaning ascribed to them in the Indentures.
W I T N E S S E T H
WHEREAS, the Company and the Subsidiaries of the Company listed in the signature pages of the
Indentures (collectively, the “Guarantors”) have heretofore executed and delivered to the Trustee
(i) that certain indenture (as supplemented to the date hereof, the “2012 Indenture”), dated as of
November 16, 2005, providing for the initial original issuance of an aggregate principal amount of
$450,000,000 of 61/4% Senior Notes due 2012 (the “2012 Notes”) and (ii) that certain indenture (as
supplemented to the date hereof, the “2015 Indenture”, and together with the 2012 Indenture,
collectively, the “Indentures”), dated as of November 16, 2005, providing for the initial original
issuance of an aggregate principal amount of $450,000,000 of 6⅝% Senior Notes due 2015 (the “2015
Notes”, and together with the 2012 Notes, collectively, the “Notes”);
WHEREAS, Section 10.04 of each Indenture provides that under certain circumstances a Guarantor
shall be released from its obligations under its Subsidiary Guarantee and such Indenture and the
Trustee shall execute any documents reasonably required to evidence such release;
WHEREAS, the Trustee shall execute this supplemental indenture and that certain Release of
Guarantor of even date herewith (the “Release”) to evidence such release of each of Digicomp, Inc.,
a Delaware corporation, and Victory Finance Company, a Delaware corporation (collectively, the
"Subject Guarantors”), the foregoing entities being Subsidiaries of the Company, on the terms and
conditions set forth herein and therein; and
WHEREAS, pursuant to Section 9.01 of the Indentures, the Trustee and the Company are
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indentures.
2. Agreement to Release. The Trustee hereby agrees to release each of the Subject Guarantors
from all of its obligations under its Subsidiary Guarantees and the Indentures on the terms and
subject to the conditions set forth in Article IX of the Indentures and pursuant to the Release.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same
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agreement. Delivery of an executed signature page hereof by electronic transmission shall be
effective as delivery of a manually executed counterpart hereof.
5. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of, and makes no representation as to, the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact contained herein, all of
which recitals are made solely by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and delivered, all as of the date first above written.
| “COMPANY” Tesoro Corporation |
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| By | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx | ||||
| Executive Vice President and Chief Financial Officer | ||||
| “TRUSTEE” U.S. Bank National Association as Trustee |
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| By | /s/ Xxxxx Xxxxxxxx | |||
| Xxxxx Xxxxxxxx | ||||
| Vice President | ||||
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