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. 904000AC0
$100,000,000
ULTRAMAR DIAMOND SHAMROCK CORPORATION
NOTE
DUE OCTOBER 15, 2097
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 One Hundred
Million Dollars ($100,000,000) on October 15, 2097 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 7.45% 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 7.45% 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 7.45% 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.
Upon the occurrence of the Tax Event, the Company will have
the right, without the consent of the Holders of this Note, to shorten
the maturity of this Note to the minimum extent required, in the opinion
of nationally recognized independent tax counsel, such that, after the
shortening of the maturity, interest paid on the this Note will be
deductible for United States federal income tax purposes or, if such
counsel is unable to opine definitively as to such minimum period, the
minimum extent so required as determined in good faith by the Board of
Directors of the Company, after receipt of an opinion of such counsel
regarding the applicable legal standards.
In the event that the Company elects to exercise its right to
shorten the maturity of this Note upon the occurrence of a Tax Event,
the Company will mail a notice of shortened maturity to each Holder of
this Note by first-class mail not more than 60 days after the occurrence
of such Tax Event, stating the new maturity date of this Note. Such
notice shall be effective immediately upon mailing.
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 Security of any series affected thereby, on behalf of
all of the Holders of the Security 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 Security 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 ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.