This Note is a Global Note within the meaning
of the Base Indenture hereinafter referred to and is
registered in the name of a Depositary or a nominee of a
Depositary. This Note is exchangeable for Notes
registered in the name of a person other than the
Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no
transfer of this Note (other than a transfer of this Note
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) may be
registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New
York corporation ("DTC"), to the issuer or its agent for
registration of transfer, exchange or payment, and any
Note issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
No. 1 CUSIP No. 904000AA4
$200,000,000
ULTRAMAR DIAMOND SHAMROCK CORPORATION
NOTE
DUE OCTOBER 15, 2017
ULTRAMAR DIAMOND SHAMROCK CORPORATION, a
corporation organized under the laws of the State of
Delaware (herein called the "Company", which term
includes any successor corporation under the Base Indenture
hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the
principal sum of Two Hundred Million Dollars
($200,000,000) on October 15, 2017 and to pay interest
thereon from October 14, 1997, or from the most recent
interest payment date to which interest has been paid or
duly provided for, semi-annually in arrears on April 15
and October 15 of each year, commencing April 15, 1998,
at a rate of 7.20% per annum until the principal hereof
is paid or made available for payment, and on any overdue
principal and premium, if any, at a rate of 7.20% per
annum and (without duplication and to the extent that
payment of such interest is enforceable under applicable
law) on any overdue installment of interest at a rate of
7.20% per annum compounded semi-annually. The interest
so payable, and punctually paid or duly provided for, on
any Interest Payment Date (as defined below) shall be
calculated as provided in the Base Indenture. In the
event that any date on which interest is payable on this
Note is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding
day that is a Business Day, with the same force and
effect as if made on such date and no interest shall
accrue on the amount so payable from the period from and
after such Interest Payment Date or Maturity Date, as the
case may be (each date on which interest is actually
payable, an "Interest Payment Date"). The interest
installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in
whose name this Note (or one or more Predecessor Security, as
defined in said Base Indenture) is registered at
the close of business on the regular record date for such
interest installment, which shall be the close of business on
the April 1 and October 1 next preceding such
Interest Payment Date. Any such interest installment not
punctually paid or duly provided for shall forthwith
cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in
whose name this Note (or one or more Predecessor Security) is
registered at the close of business on a special
record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to
the registered Holders of Notes not less than 10 days
prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in
the Base Indenture. The principal of (and premium, if
any) and the interest on this Note shall be payable at
the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for
payment of public and private debts; provided, however,
that payment of interest may be made, at the option of
the Company and upon prior notice to the Trustee, by
check mailed to the registered Holder at such address as
shall appear in the Security Register or by wire transfer
to an account designated by a Holder in writing not less
than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to
the extent provided in the Base Indenture, equal in right
of payment with all other unsecured and unsubordinated
indebtedness of the Company, and this Note is issued
subject to the provisions of the Base Indenture and First
Supplemental Indenture with respect thereto. Each Holder
of this Note, by accepting the same, agrees to and shall
be bound by such provisions, and authorizes and directs
the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the
provisions contained herein and in the Base Indenture and
First Supplemental Indenture by each holder of unsecured
and unsubordinated indebtedness of the Company, whether
now outstanding or hereafter incurred, and waives reliance by
each such holder or creditor upon said provisions.
The First Supplemental Indenture provides for
the redemption by the Company of this Note at any time,
subject to the terms and conditions therein. Each Holder
of this Note, by accepting the same, (a) authorizes and
directs the Trustee on his or her behalf to take such
action as may be necessary or appropriate to acknowledge
or effectuate the limitations so provided and (b) appoints the
Trustee his or her attorney-in-fact for any
and all such purposes.
This Note shall not be entitled to any benefit
under the Base Indenture hereinafter referred to, or be
valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been
signed by or on behalf of the Trustee.
The provisions of this Note are continued on
the reverse side hereof and such continued provisions
shall for all purposes have the same effect as though
fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this
instrument to be executed.
ULTRAMAR DIAMOND SHAMROCK CORPORATION
By: /s/ Steve Blank
Name: Steve Blank
Title: Vice President and Treasurer
Attest:
By: /s/ Harold D. Mallory
Name: Harold D. Mallory
Title: Managing Attorney and
Assistant Corporate Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the within-mentioned
Base Indenture.
THE BANK OF NEW YORK,
as Trustee
By: /s/ Walter Gitlin
Authorized Signatory
Dated: October 14, 1997
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Company (herein sometimes referred to
as the "Securities"), issued or to be issued in one or
more series under and pursuant to an Indenture dated as
of March 15, 1995 (the "Base Indenture"), duly executed
and delivered between the Company and The Bank of New
York, as Trustee (the "Trustee"), as supplemented by the
First Supplemental Indenture dated as of October 14, 1997
(the "First Supplemental Indenture"), between the Company
and the Trustee, to which Base Indenture and First
Supplemental Indenture reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of
the Securities. By the terms of the Base Indenture, the Securities
are issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the
Base Indenture. This Security is one of the series
designated on the face hereof (the "Notes") and is limited in
aggregate principal amount as specified in said
First Supplemental Indenture.
In case an Event of Default, as defined in the
Base Indenture, shall have occurred and be continuing,
the principal of all of the Notes may be declared due and
payable, in the manner, with the effect and subject to
the conditions provided in the Base Indenture.
The Base Indenture contains provisions permitting
the Company and the Trustee, with the consent of the
Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of each series
affected to execute supplemental indentures for the
purpose of adding any provisions to the Base Indenture or
of modifying in any manner the rights of the Holders of
the Securities; provided, however, that no such supplemental
indenture shall (i) change the Maturity of the
principal of, or the Stated Maturity of any premium on,
or any installment of interest on, any Security, or
reduce the principal amount thereof or the interest or
any premium thereon, or change the method of computing
the amount of principal thereof or interest thereon on
any date or change any Place of Payment where, or the
coin or currency in which, any Security or any premium or
interest thereon is payable, or change the coin or currency in
which any Security is denominated, or impair the
right to institute suit for the enforcement of any such
payment on or after the Maturity or the Stated Maturity,
as the case may be, thereof (or, in the case of redemption or
repayment, on or after the Redemption Date or the
Repayment Date, as the case may be); or (ii) reduce the
percentage in principal amount of the Outstanding Securities
of any series, the Holders of which are required to
consent to any such supplemental indenture or to waive
compliance with certain provisions of the Base Indenture
or certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any
of the provisions of the Base Indenture relating to
supplemental indentures or the waiver of defaults, except
to increase any such percentage or to provide that certain
other provisions of the Base Indenture cannot be
modified or waived, without the consent of the Holders of
each Outstanding Security affected thereby. The Base
Indenture also contains provisions permitting the Holders
of not less than a majority in principal amount of the
Outstanding Securities of any series affected thereby, on
behalf of all of the Holders of the Securities of such
series, to waive any past Default under the Base Indenture,
and its consequences, except a Default in the
payment of the principal of, premium, if any, or interest
on any of the Securities of such series or a Default in
respect of a covenant or provision of the Base Indenture
which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered
Holder of this Note (unless revoked as provided in the
Base Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this
Note and of any Note issued in exchange therefor or in
place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation
of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or
First Supplemental Indenture and no provision of this
Note or of the Base Indenture or First Supplemental
Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this
Note at the time and place and at the rate and in the
money herein prescribed.
As provided in the Base Indenture and subject
to certain limitations therein set forth, this Note is
transferable by the registered Holder hereof on the
Security Register of the Company, upon surrender of this
Note for registration of transfer at the office or agency
of the Trustee in New York, New York duly endorsed by the
registered Holder hereof or accompanied by a written
instrument or instruments of transfer in form satisfactory to
the Company and the Security Registrar duly
executed by the registered Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Notes of this series of authorized denominations and for
the same aggregate principal amount will be issued to the
designated transferee or transferees.
No service charge will be made for any such
transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge
payable in relation thereto.
Prior to due presentment of this Note for
registration of transfer of this Note, the Company, the
Trustee, and any agent of the Company or the Trustee may
treat the registered holder hereof as the owner hereof
(whether or not this Note shall be overdue) and neither
the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any
claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Base Indenture, against any
incorporator, stockholder, officer or director, past,
present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly
waived and released.
This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances
set forth in the Base Indenture. Notes so issued are
issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple
thereof. As provided in the Base Indenture and subject
to certain limitations herein and therein set forth,
Notes of this series so issued are exchangeable for a
like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder
surrendering the same.
All terms used in this Note that are defined in
the Base Indenture or First Supplemental Indenture shall
have the meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL
INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCODANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
2017.wp