8 3/4% DEBENTURE DUE June 15, 2015
REGISTERED REGISTERED
No. R-1
CUSIP 252747AD2
If this Debt Security is registered in the name of The Depository Trust Company
(the "Depositary") (55 Water Street, New York, New York) or its nominee, this
Debt Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such Successor Depositary unless and until
this Debt Security is exchanged in whole or in part for Debt Securities
indefinitive form. Unless this certificate is presented by an authorized
representative of the Depositary 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 such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.
DIAMOND SHAMROCK, INC., a Delaware corporation (herein called the "Company",
which term includes any successor corporation under the Indenture, hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of $75,000,000 (SEVENTY-FIVE MILLION
DOLLARS) on June 15, 2015, and to pay interest thereon from February 13, 1995 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on June 15 and December 15 in each year,
commencing June 15, 1995, at the rate of 8 3/4% per annum, until the principal
hereof is paid or made available for payment.
Reference is hereby made to the further provisions of this Debt 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 referred to on the reverse hereof by manual signature, this Debt
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: February 13, 1995
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION DIAMOND SHAMROCK, INC.
This is one of the series of the Debt
Securities issued under the
within-mentioned Indenture. By: Vice President and Treasurer
THE FIRST NATIONAL BANK OF ATTEST:
CHICAGO, as Trustee
By:/s/ Authorized Officer By: Secretary
Reverse Side of Note
This Debt Security is one of a duly authorized issue of securities of the
Company (herein called the "Debt Securities"), issued and to be issued in one or
more series under an Indenture, dated as of December 15, 1989 (herein called the
"Indenture"), between the Company and The First National Bank of Chicago,
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities and the terms upon which the Debt Securities are,
and are to be, authenticated and delivered. This Debt Security is one of the
series designated on the face hereof, limited in aggregate principal amount to
$75,000,000.
The interest payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Debt Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment, which shall be the June 1 or December 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date; provided,
however, that interest payable at Stated Maturity will be payable to the Person
to whom principal is payable on that date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Debt Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Debt
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any lawful manner not inconsistent with the
requirements of any securities exchange on which the Debt Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Interest payments for this Debt Security will include interest accrued to
but excluding the Interest Payment Dates. Interest payments for this Debt
Security shall be computed and paid on the basis of a 360-day year of twelve 30-
day months.
Payment of the principal of and interest on this Security will be made at
the corporate trust office of the Trustee in the Borough of Manhattan, The City
of New York, provided that this Debt Security is presented to the Trustee in
time for the Trustee to make such payments in such funds in accordance with its
normal procedure; provided, however, that at the option of the Company payment
of interest (other than interest payable at Stated Maturity) may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or, at the option of the Company, by wire
transfer to an account maintained by such person with a bank located in the
United States.
Notwithstanding the foregoing, while the Debt Securities are represented by
one or more Global Notes registered in the name of the Depositary or its
nominee, the Company will cause payments of principal of and interest on such
Global Notes to be made to the Depositary or its nominee, as the case may be, to
the extent, in the funds and in the manner required by agreements with, or
regulations or procedures prescribed from time to time by, the Depositary or its
nominee, and otherwise in accordance with such agreements, regulations and
procedures.
This Debt Security may not be redeemed prior to Stated Maturity.
If an Event of Default with respect to Debt Securities of this series shall
occur and be continuing, the principal of the Debt Securities of this series may
be declared due and payable in the manner, with the effect, on the terms and
subject to the conditions 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 Debt 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 not less than 66-2/3% in principal amount of the
Debt Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Debt Securities of each series at the time
Outstanding, on behalf of the Holders of all Debt 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. Any such
consent or waiver by the Holder shall be conclusive and binding upon such Holder
and upon all future Holders of this Debt Security and of any Debt Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Debt Security.
As set forth in, and subject to, the provisions of the Indenture, no Holder
of a Debt Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the series, the Holders of not less
than 25% in principal amount of the Outstanding Debt Securities of this series
shall have made written request to the Trustee to institute such proceeding in
respect of such Event of Default in its own name as Trustee under the Indenture
and offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request and the Trustee shall
not have received from the Holders of a majority in principal amount of the
Outstanding Debt Securities of this series a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days of
receipt of such notice and offer of indemnity; provided, however, that such
limitations do not apply to a suit instituted by the Holder for the enforcement
of payment of the principal of, premium, if any, or interest on this Debt
Security on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Debt 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 interest on this Debt
Security at the times, place and rate, and in the coin or currency, herein
prescribed. However, the Indenture limits the Holder's rights to enforce the
Indenture and this Debt Security.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of this Debt Security and (ii) certain restrictive covenants upon
compliance by the Company with conditions set forth therein, which provisions
shall apply to this Debt Security.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debt Security is registrable in the Security
Register, upon surrender of this Debt Security for registration of transfer at
the office or agency of the Trustee in any place where the principal of and
interest on this Debt Security are payable, duly endorsed by or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Register duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debt Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee.
The Debt Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Debt Securities of this series are exchangeable for a like aggregate principal
amount of Debt Securities of this series of like tenor and of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge will be made 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 Debt 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 Debt Security is registered as the owner
hereof for all purposes, whether or not this Debt Security be overdue, and none
of the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
THE INDENTURE AND THE DEBT SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
All terms used in this Debt Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
FOR VALUE RECEIVED, _____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
____________________________
______________________________________________________________________________
Please print or type the name and address of assignee the within Instrument of
the said Company and do hereby irrevocably constitute and appoint _____________
___________________, Attorney to transfer the said Instrument on the books of
the said Company with full power of substitution in the premises.
Dated: _______________
__________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER