Tesoro 2015 Annual Report Download - page 145
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Exhibit 4.11
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 11, 2015 among Tesoro Corporation,
a Delaware corporation (the “Company”), 2Go Tesoro Company, a Delaware corporation (the “New Guarantor”), 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 March 18, 2014 pursuant to which the Company has issued an
aggregate principal amount of $300,000,000 of 5.125% Senior Notes due 2024 (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 Guarantor 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.
[2024 Notes Supplemental Indenture]