DIAMOND SHAMROCK, INC.
7.65% DEBENTURE DUE JULY 1, 2026
REGISTERED REGISTERED
No. R-1
CUSIP 252747 AF7
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 in definitive 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
$100,000,000 (ONE HUNDRED MILLION DOLLARS) on July 1, 2026, and to pay
interest thereon from June 25, 1996 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on July 1 and January 1 in each year, commencing
January 1, 1997, at the rate of 7.65% 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: June 25, 1996
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION DIAMOND SHAMROCK, INC.
This is one of the series of the By:______________________________
Debt Securities issued under the Robert C. Becker,
within-mentioned Indenture. Vice President and Treasurer
THE FIRST NATIONAL BANK OF ATTEST:
CHICAGO, as Trustee
By: _____________________ By:______________________________
Authorized Officer Harold D. Mallory,
Secretary
Reverse Side of Debt Security
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 $100,000,000.
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 15 or December
15 (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.
The Debt Securities will be repayable in whole or in part in
increments of $1000 on July 1, 2006, at the option of the Holder
thereof, at a repayment price equal to 100% of the principal amount to
be repaid, together with interest thereon to the date of repayment. To
be repaid, the Company must receive, at the corporate trust office of
the Trustee, in the Borough of Manhattan, New York (or at such other
address of which the Company shall from time to time notify the
Holders of the Debt Securities) during the period from and including May
1, 2006 to and including the close of business on June 1, 2006 (or if
June 1, 2006 is not a Business Day, the next succeeding Business Day):
(i) this Debt Security with the form entitled "Option to Elect
Repayment" set forth below duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States of America
setting forth the name of the Holder of the Debt Security, the principal
amount of the Debt Security, the amount of the Debt Security to be
repaid, a statement that the option to elect repayment is being
exercised thereby, and a guaranty that the Debt Security to be repaid
with the form entitled "Option to Elect Repayment" duly completed will
be received by the Company at the aforesaid trust office of the Trustee
not later than five Business Days after the date of such telegram,
telex, facsimile transmission, or letter and such Debt Security and
form duly completed are received by the Company at the aforesaid trust
office by such fifth Business Day. Any such election shall be
irrevocable. All questions as to the validity, eligibility (including
time of receipt), and acceptance of any Debt Security for repayment will
be determined by the Company, whose determination will be final,
binding, and nonappealable. After June 1, 2006, or if June 1, 2006 is
not a Business Day, the next succeeding Business Day, the Holders of the
Debt Securities shall not have the option to elect repayment.
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.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Debt Security (or portion thereof specified
below) pursuant to its terms at a price equal to the principal amount
thereof, together with interest to the repayment date, to the
undersigned at ________________________________________.
For this Debt Security to be repaid the Company must receive at the
corporate trust office of the Trustee, in the Borough of Manhattan, New
York, or at such other place or places of which the Company shall from
time to time notify the Holder of the within Debt Security, during the
period from and including May 1, 2006 and including June 1, 2006, or, if
such June 1 is not a Business Day, the next succeeding Business Day (i)
this Debt Security with this "Option to Elect Repayment" form duly
completed or (ii) a telegram, telex, facsimile transmission, or letter
from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or
a trust company in the United States of America setting forth the name
of the Holder of the Debt Security, the principal amount of the Debt
Security, the amount of the Debt Security to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee
that this Debt Security with this form entitled "Option to Elect
Repayment", duly completed will be received by the Company at the
aforesaid corporate trust office of the Trustee not later than five
Business Days after the date of such telegram, telex, facsimile
transmission, or letter and this Debt Security and form duly completed
are received by the Company at the aforesaid corporate trust office of
the Trustee by such fifth Business Day.
If less than the entire principal amount of the within Debt
Security is to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000) which the Holder elects to have repaid
$____________________.
Dated: _____________
__________________________________________
Note: The signature to this Option to
Elect Repayment must correspond with the
name as written upon the face of the Debt
Security in every particular without
alteration or enlargement or any other
change whatsoever.
ASSIGNMENT FORM
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
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor
institution" that is a member or participant in a "signature guarantee
program" (e.g., the Securities Transfer Agents Medallion Program, the
Stock Exchange Medallion Program or the New York Stock Exchange, Inc.
Medallion Signature Program).
W3160.TW