$150,000,000
DIAMOND SHAMROCK, INC.
Medium-Term Notes, Series B
AMENDMENT NO. 3 TO
AGENCY AGREEMENT
July 19, 1995
Lehman Brothers Inc. NatWest Capital Markets Limited
American Express Tower 175 Water Street
World Financial Center New York, New York 10038
New York, New York 10285
CS First Boston Corporation Chemical Securities Inc.
Park Avenue Plaza 270 Park Avenue
New York, New York 10055 New York, New York 10017
Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York 10281
Dear Sirs:
Diamond Shamrock, Inc. (formerly known as Diamond Shamrock
R&M, Inc.), a Delaware corporation (the "Company"), makes
reference to the Agency Agreement dated January 25, 1990 (the
"Agency Agreement"), as amended by Amendment No. 1 to the Agency
Agreement dated May 18, 1990 and Amendment No. 2 to the Agency
Agreement dated December 9, 1991, among the Company and Lehman
Brothers, Inc., CS First Boston Corporation, and Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
(individually, along with NatWest Capital Markets Limited and
Chemical Securities Inc., an "Agent" and, collectively, along
with NatWest Capital Markets Limited and Chemical Securities
Inc., the "Agents") and confirms its agreement with each of you
to amend the Agency Agreement as set forth herein.
1. Medium-Term Notes, Series B. The term "Medium-Term
Notes, Series A" is hereby deleted wherever it appears in the
Agency Agreement and the Exhibits thereto and the term
"Medium-Term Notes, Series B" is hereby substituted in lieu
thereof.
2. Corporate Name Changes. The names "Diamond Shamrock
R&M, Inc.", "Shearson Lehman Hutton Inc.", "Shearson Lehman
Hutton Special Securities Incorporated" and "Merrill Lynch
Capital Markets" are hereby deleted wherever they appear in the
Agency Agreement and the Exhibits thereto and the names "Diamond
Shamrock, Inc.", "Lehman Brothers Inc.", "Lehman Government
Securities Inc." and "Merrill Lynch & Co.", respectively, are
hereby substituted in lieu thereof.
3. Additional Agents. By execution hereof, the parties
acknowlege that the Company has properly exercised its right
under Section 2(a) of the Agency Agreement to appoint NatWest
Capital Markets Limited ("NatWest") and Chemical Securities Inc.
as Additional Agents under the Agency Agreement, and by
execution hereof, NatWest and Chemical Securities Inc.
acknowlege that they shall, from and after the date of this
Amendment No. 3, be entitled to all of the rights and benefits,
and be subject to all of the duties and obligations, of an Agent
under the Agency Agreement. The parties also acknowlege that
the Company has heretofor properly exercised its right under
Section 2(a) of the Agency Agreement to appoint CS First Boston
Corporation as an Additional Agent under the Agency Agreement
effective as of December 9, 1991, and that as of that date CS
First Boston Corporation became entitled to all of the rights
and benefits, and subject to all of the duties and obligations,
of an Agent under the Agency Agreement.
4. Section l(a). Section 1(a) of the Agency
Agreement is hereby amended to read in full as follows:
(a) General. A registration statement on Form S-3
(No. 33-59451) has been prepared and filed by the Company in
conformity in all material respects with the requirements of the
Securities Act of 1933 (the "Act") and the rules and
regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") thereunder, and such
Registration Statement has become effective under the Act. The
Indenture has been qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). As used in this
Agreement, (i) "Registration Statement" means such registration
statement as it became effective under the Act and as from time
to time further amended or supplemented thereafter; (ii) "Basic
Prospectus" means the prospectus (including all documents
incorporated therein by reference) included in the Registration
Statement and (iii) "Prospectus" means the Basic Prospectus and
any amendments or supplements relating to the Notes, as filed
with the Commission pursuant to paragraph (b) of Rule 424 of the
Rules and Regulations. The Commission has not issued any order
preventing or suspending the use of the Prospectus.
5. Exhibit A (Schedule of Payments). Exhibit A to the
Agency Agreement is hereby amended by deleting the last row of
the chart set forth therein and by adding the following rows to
such chart:
15 years to less than 20 years, .650%
20 years to 30 years .750%
6. Exhibit B (Administrative Procedures). Exhibit B to
the Agency Agreement is hereby amended by:
(a) Deleting the phrase "due from nine months to 15 years
from date of issue" in the first sentence thereof and
substituting, in lieu thereof, the phrase "due from nine months
to 30 years from date of issue";
(b) Deleting the phrase "January 15 and July 15 of each
year" in the first paragraph under the heading "Interest
Payments" and substituting, in lieu thereof, the phrase "May 15
and November 15 of each year,(or such other dates provided in
the applicable pricing supplement)(whether or not a Business
Day)";
(c) Deleting the phrase "January 1 or July 1 (whether or
not a Business Day)" in the second sentence of the third
paragraph under the heading "Interest Payments" and
substituting, in lieu thereof, the phrase "May 1 or November 1
(or such other dates provided in the applicable pricing
supplement)(whether or not a Business Day)";
(d) Deleting "$1,000,000" wherever it appears from the
paragraph relating to "Issuance" in the section entitled
"Special Administrative Procedures For Book-Entry Notes", and
substituting "$150,000,000" therefor;
(e) Deleting "100,000,000" from paragraph B of the paragraph
relating to "Settlement Procedures" in the section entitled
Special Administrative Procedures For Book-Entry Notes", and
substituting "$150,000,000" therefor, and deleting the text of
paragraph I from such Section B and substituting "The Trustee
will wire transfer funds which are transfered to the Trustee in
accordance with Settlement Procedure F to the account maintained
by Company at Chase Manhattan Bank, N.A., ABA Number 021000021,
Account Number 9102575041, or to such other institution and
account designated by Company in writing delivered to the
Trustee at least five business days prior to the date of
settlement";
(f) Amending the paragraph set out under the heading
"Denominations" to read: "The Notes (other than Notes
represented by Global Securities) will be issued and payable in
U.S. dollars, and will be issued in denominations which are
integral multiples of $1000"; and
(g) Amending the paragraph set out in the section entitled
"Special Administrative Proceedures For Book-Entry Notes" under
the heading "Denominations" so that the first sentence of such
paragraph reads "Book-Entry Notes will be issued in principal
amounts which are integral multiples of $1000".
7. Certain Agreements of NatWest. In consideration of
the designation of NatWest as an Additional Agent under the
Agency Agreement, NatWest hereby agrees that, unless
specifically permitted by applicable law, it will not offer or
sell Notes within the United States of America, its territories
or possesions, or to persons who are citizens thereof or
residents therein, provided that NatWest Securities Corporation,
an affiliate of NatWest and a United States broker-dealer, may
act as a selling broker with respect to the Notes, acting as
agent for purchasers within the United States. NatWest further
agrees that it will not offer or sell prior to the date six
months after their date of issue any Notes having an original
maturity of one year or greater to persons in the United
Kingdom, except to persons whose ordinary activities involve
them in acquiring, holding, managing, or disposing of
investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which will not result
in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995;
that it will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it
in relation to the Notes in, from, or otherwise involving the
United Kingdom; and that it will issue or pass on in the United
Kingdom any document received by it in connection with the issue
of the Notes only to a person who is of a kind described in
Article 11(3) of the Financial services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or is a person to whom
such document may otherwise lawfully be issued or passed on.
8. Delivery of Documents. The documents required to be
delivered pursuant to Section 6 of the Agency Agreement shall be
delivered at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, New York 10017, not later than 10:00
a.m., New York City time, on the date of this Amendment No. 3 or
at such later time as may be mutually agreed upon by the Company
and the Agents, which in no event shall be later than the time
at which the Agents recommence solicitation of offers to
purchase Notes under the Agency Agreement.
9. Pricing Supplements. The parties hereto hereby agree
that in connection with the sale of any Notes, the Pricing
Supplements referred to in the Procedures (as defined in the
Agency Agreement) shall be substantially in the form of Exhibit
A hereto.
This Amendment No. 3 shall take effect on and as of the
date first above written. Except as amended hereby, all other
terms and conditions of the Agency Agreement shall continue in
term full force and effect. THIS AMENDMENT NO. 3 SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
If the foregoing correctly sets forth our agreement,
please indicate your acceptance hereof in the space provided for
that purpose below.
Very truly yours,
DIAMOND SHAMROCK, INC.
By:/s/ R.C. BECKER
R. C. Becker, Vice President
and Treasurer
CONFIRMED AND ACCEPTED, as of
the date first above written:
LEHMAN BROTHERS INC.
By: /s/ JOHN F. KLAGHLAN
John F. Klaghlan
Authorized Signatory
CS FIRST BOSTON CORPORATION
By: /s/ RICHARD W. KURZ
Richard W. Kurz
Authorized Signatory
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ ROBERT J. LITTLE
Robert J. Little
Authorized Signatory
NATWEST CAPITAL MARKETS LIMITED
By: /s/ KEN BAUGH
Ken Baugh
Authorized Signatory
CHEMICAL SECURITIES INC.
By: /s/ PETER MADONIA
Peter Madonia
Authorized Signatory
W2966.TW
EXHIBIT A
Forms of Pricing Supplements
Rule 424(b)( )
Registration Statement No. ____________
PRICING SUPPLEMENT NO. _______________
Dated _____________, to
Prospectus, dated _______________, and
Prospectus Supplement dated __________________
DIAMOND SHAMROCK, INC.
Medium-Term Notes, Series B
(Fixed Rate)
Due from Nine Months to 30 Years from Date of Issue
Interest Payable each ______________ and _______________ and at Maturity
Principal Amount: _________________
Issue Price: ___________________
Agent's Commission: _______________
Trade Date: ____________________
Original Issue Date: ______________
Net Proceeds to Issuer: ______________
Interest Rate Per Annum: _____________
Overdue Rate: _________________
Stated Maturity: ________________
Repurchase Price (for Discount Securities): _______________
Redemption Information: ______________
Currency or Currency Units: ______________
(if other than U.S.
dollars, see attached)
Form: [ ] Book-Entry [ ] Certificated
[If applicable: [name of Agent] has purchased the Notes offered hereby as
principal in this transaction for resale to one or more investors or to another
broker-dealer (acting as principal for purposes of resale) at varying prices
related to prevailing market prices at the time of resale as determined by
[name of Agent).]
The aggregate principal amount of this offering is U.S. $____________ (which,
if the securities offered hereby are denominated in a currency or currency unit
other than U.S. dollars, is the equivalent, in the currency or currency units
set forth herein, of the principal amount set forth herein at the Exchange Rate
set forth herein) and relates only to Pricing Supplement No. ____________.
Medium-Term Notes, Series B, may be issued by the Company in an aggregate
principal amount of up to U.S. $150,000,000 or the equivalent in foreign
currency or foreign currency units set forth herein, of the principal amount
set forth herein at the Exchange Rate set forth herein) and relates only to
Pricing Supplement No. _______________. Medium-Term Notes, Series B, may be
issued by the Company in an aggregate principal amount of up to U.S.
$150,000,000 or the equivalent in foreign currency or foreign currency units,
less an amount equal to the aggregate proceeds to the Company from the sale of
any other Debt Securities, including other series of medium-term notes, and, to
date, including this offering, an aggregate of U.S. $_______________, or the
equivalent in foreign currency units of Medium-Term Notes, Series B, and all
other Debt Securities, has been issued.
Rule 424(b)( )
Registration Statement No. ___________
PRICING SUPPLEMENT NO. _______________
Dated _______________, to
Prospectus, dated ____________________, and
Prospectus Supplement dated __________________________
Diamond Shamrock, Inc.
Medium-Term Notes, Series B
(Floating Rate)
Due from Nine Months to 30 Years from Date of Issue
Principal Amount: Currency or Currency Units:
(if other than U.S. dollars, see
attached)
Issue Price: Calculation Agent:
Agent's Commission: ______%
Interest Rate Basis:
Initial Interest Rate: _________%
( ) Treasury Rate Trade Date: ___________________
( ) LIBOR Original Issue Date: ___________
( ) Commercial Paper Rate Net Proceeds to Issuer: $__________
( ) Federal Funds Effective Rate Stated Maturity: _______________
( ) Prime Rate Maximum Interest Rate: _________%
( ) CD Rate Minimum Interest Rate: _________%
( ) Other: (see attached) Spread: (+ -) __________________
Overdue Rate: _________%
Index Maturity: _________________
Interest Rate Reset Period: _________________________________
daily, weekly, monthly, quarterly,
semi-annually, or annually
Interest Payment Dates:
Regular Record Dates:
Interest Determination Dates:
Repurchase Price (for Discount Securities):
Redemption Information:
Form: [ ] Book-Entry [ ] Certificated
[If applicable: [name of Agent] has purchased the Notes offered hereby as
principal in this transaction for resale to one or more investors or to another
broker-dealer (acting as principal for purposes of resale) at varying prices
related to prevailing market prices at the time of resale as determined by
[name of Agent].]
The aggregate principal amount of this offering is U.S. $______________ (which,
if the securities offered hereby are denominated in a currency or currency unit
other than U.S. dollars, is the equivalent, in the currency or currency units
set forth herein, of the principal amount set forth herein at the Exchange Rate
set forth herein) and relates only to Pricing Supplement No. _______________.
Medium-Term Notes, Series B, may be issued by the Company in an aggregate
principal amount of up to U.S. $150,000,000 or the equivalent in foreign
currency or foreign currency units, less an amount equal to the aggregate
proceeds to the Company from the sale of any other Debt Securities, including
other series of medium-term notes, and, to date, including this offering, an
aggregate of U.S. $_______________, or the equivalent in foreign currency units
of Medium-Term Notes, Series B, and all other Debt Securities, has been issued.