Tesoro 2013 Annual Report Download - page 150

Exhibit 4.6
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 5, 2013 among Tesoro Corporation, a
Delaware corporation (the “Company”), Tesoro SoCal Cogen Company LLC, a Delaware limited liability company (“ Tesoro SoCal Cogen”),
and Carson Cogeneration Company, a Delaware corporation (together with Tesoro SoCal Cogen, the “ New Guarantors”), and U.S. Bank National
Association, as trustee under the indenture referred to below (the “ Trustee”). Capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Indenture (as defined below).
W I T N E S S E T H :
WHEREAS, the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended,
supplemented and in effect, the “Indenture”), dated as of September 27, 2012, pursuant to which the Company has issued an aggregate principal
amount of $450,000,000 of 4.250% Senior Notes due 2017 and an aggregate principal amount of $475,000,000 of 5.375% Senior Notes due 2022
(collectively, the “Notes”);
WHEREAS, Article X of the Indenture provides that under certain circumstances the Company may or must cause certain of its
Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiaries shall unconditionally guarantee all of
the Company’s Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is 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, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Notes as follows:
1. . Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture.
2. . Each New Guarantor hereby agrees, jointly and severally with all other Guarantors, to guarantee
the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article X of the Indenture
and to be bound by all other applicable provisions of the Indenture as a Guarantor thereunder.
3. . No past, present or future director, officer, employee, manager, incorporator, partner,
member, agent, shareholder or other owner of Capital Stock of any Guarantor, as such, shall have any liability for any obligations of the
Company or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
4. . THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
[2017 and 2022 Notes Supplemental Indenture]