Pricing Agreement
LEHMAN BROTHERS INC.
CS FIRST BOSTON CORPORATION
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
As Representatives of the several
Underwriters named in Schedule I hereto
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
February 6, 1995
Dear Sirs:
Diamond Shamrock, Inc. (the "Company") proposes, subject to
the terms and conditions stated herein and in the Underwriting
Agreement Standard Provisions attached hereto, which relate to
the Company's registration statements on Form S-3 (Nos. 33-67556
and 33-58744) (the "Underwriting Agreement"), to issue and sell
to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto
(the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its
entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date
of this Pricing Agreement, provided that each representation and
warranty with respect to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or
warranty as of the date of this Pricing Agreement in relation to
the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined. The Representatives designated
to act on behalf of the Representatives and on behalf of each of
the Underwriters of the Designated Securities pursuant to Section
12 of the Underwriting Agreement and the addresses of the
Representatives referred to in such Section 12 are set forth at
the end of Schedule II hereto.
A supplement to the Prospectus relating to the Designated
Securities, in the form heretofore delivered to you, is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at the
purchase price set forth in Schedule II hereto, the principal
amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us two counterparts hereof, and upon
acceptance hereof by you, on behalf of each of the Underwriters,
this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your
acceptance of this letter on behalf of each of the Underwriters
is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be
submitted to the Company for examination, upon request, but
without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
DIAMOND SHAMROCK, INC.
By: /s/ R.C. BECKER
Accepted as of the date hereof:
LEHMAN BROTHERS INC.
CS FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ LEHMAN BROTHERS INC.
By: /s/ JAMES H. MANGES
On behalf of each of the Underwriters
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be
Purchased
Lehman Brothers Inc. . . . . . . . . $ 25,000,000
CS First Boston Corporation . . . . . $ 25,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . $ 25,000,000
Total . . . . . . . . . . . . . $ 75,000,000
SCHEDULE II
Title of Designated Securities:
8 3/4% Debentures due June 15, 2015
Aggregate principal amount:
$75,000,000
Price to Public:
100% of the principal amount of the Designated Securities,
plus accrued interest, if any, from February 13, 1995 to the Time
of Delivery
Purchase Price by Underwriters:
99.125% of the principal amount of the Designated Securities,
plus accrued interest, if any, from February 13, 1995 to the
Time of Delivery
Specified funds for payment of purchase price:
New York Clearing House (next day) funds
Maturity:
June 15, 2015
Interest Rate:
8 3/4% per annum
Interest Payment Dates:
June 15 and December 15, commencing on June 15, 1995
Redemption Provisions:
The Designated Securities may not be redeemed prior to
maturity.
Indenture:
Indenture, as amended, dated as of December 15, 1989 between
the Company and The First National Bank of Chicago, as
Trustee
Time of Delivery:
10:00 A.M., New York City time, February 13, 1995
Method of Delivery: Delivery of the Designated Securities will
be made through the facilities of The Depository Trust
Company
Closing Location:
Offices of Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York 10017-3909
Names and Addresses of Representatives:
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281