Exhibit 4.1
EXECUTION COPY
AMENDMENT dated as of September 22,
1996, to the Rights Agreement dated as of
June 25, 1992, as amended by the First
Amendment dated as of October 26, 1992, and
the Amendment dated as of May 10, 1994 (as
amended, the "Rights Agreement"), by ULTRAMAR
CORPORATION.
Pursuant to the terms of the Rights Agreement and in
accordance with Section 26 thereof, the following actions are
hereby taken:
Section 1. Amendments to Rights Agreement. The Rights
Agreement is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1
is amended by
(i) deleting the word "or" immediately before
"(b)" in the first sentence of such definition and
inserting "," in its place; and
(ii) deleting the "." at the end of clause (y)
after the word "occur" at the end of the first sentence
of such definition and inserting in its place ",(c)
Diamond Shamrock, Inc. ("DSI") or any of its
wholly-owned subsidiaries (i) solely as a result of the
execution and delivery of (x) the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of September
22, 1996, between the Company and DSI or (y) the Stock
Option Agreement (the "Option Agreement"), dated as of
September 22, 1996, between the Company, as Issuer, and
DSI, as Grantee, or the consummation of the
transactions contemplated by the Merger Agreement or
the Option Agreement, or (ii) solely as a result of DSI
or any of its wholly-owned subsidiaries being or
becoming the Beneficial Owner of not more than 2% of
the Common Shares then outstanding in addition to the
Common Shares that DSI has become the Beneficial Owner
of as a result of the execution and delivery of the
Option Agreement but excluding for the purposes of
determining whether such 2% limitation has been
exceeded Common Shares that DSI would be deemed the
Beneficial Owner of because any DSI Benefit Plan (as
that term is defined in the Merger Agreement) is the
Beneficial
Owner of such Common Shares as of the date of this
Amendment, or (d) a Person (i) solely as a result of
such Person taking an assignment or transfer of DSI's
rights under the Option Agreement, in accordance with
the terms thereof, or the consummation of the
transactions contemplated thereby following any such
assignment or transfer, or (ii) solely as a result of
such Person being or becoming the Beneficial Owner of
not more than 2% of the Common Shares then outstanding
in addition to the Common Shares that such Person has
become the Beneficial Owner of as a result of the
assignment or transfer of the Option Agreement in
accordance with its terms but excluding for the
purposes of determining whether such 2% limitation has
been exceeded Common Shares that such Person would be
deemed the Beneficial Owner of because any employee
benefit plan of such Person is the Beneficial Owner of
such Common Shares as of the date of such assignment or
transfer."
(b) A new Section 33 is added as follows:
"Section 33. Merger with DSI. Notwithstanding any
provision herein to the contrary, (i) neither DSI nor any of
its wholly-owned subsidiaries shall be considered an
Acquiring Person under this Rights Agreement, no
Distribution Date shall occur, and no Rights shall be
exercisable pursuant to Section 7, Section 11 or any other
provision hereof, (x) solely as a result of the approval,
execution or delivery of the Merger Agreement or the Option
Agreement or the consummation of the transactions
contemplated by the Merger Agreement or the Option
Agreement, or (y) solely as a result of DSI or any of its
wholly- owned subsidiaries being or becoming the Beneficial
Owner of not more than 2% of the Common Shares then
outstanding in addition to the Common Shares that DSI has
become the Beneficial Owner of as a result of the execution
and delivery of the Option Agreement but excluding for the
purposes of determining whether such 2% limitation has been
exceeded Common Shares that DSI would be deemed the
Beneficial Owner of because any DSI Benefit Plan (as that
term is defined in the Merger Agreement) is the Beneficial
Owner of such Common Shares as of the date of this
Amendment, and (ii) no Person shall be considered an
Acquiring Person under this Rights Agreement, no
Distribution Date shall
occur, and no Rights shall be exercisable pursuant to
Section 7, Section 11 or any other provision hereof, (x)
solely as a result of such Person taking an assignment or
transfer of DSI's rights under the Option agreement, in
accordance with the terms thereof, or the consummation of
the transactions contemplated thereby following any such
assignment or transfer, or (y) solely as a result of such
Person being or becoming the Beneficial Owner of not more
than 2% of the Common Shares then outstanding in addition to
the Common Shares that such Person has become the Beneficial
Owner of as a result of the assignment or transfer of the
Option Agreement in accordance with its terms but excluding
for the purposes of determining whether such 2% limitation
has been exceeded Common Shares that such Person would be
deemed the beneficial Owner of because any employee benefit
plan of such Person is the Beneficial Owner of such Common
Shares as of the date of such assignment or transfer."
Section 2. Full Force and Effect. Except as expressly
amended hereby, the Rights Agreement shall continue in full force
and effect in accordance with the provisions thereof on the date
hereof.
Section 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the law of the State
of Delaware applicable to contracts to be made and performed
entirely within such State.
IN WITNESS WHEREOF, the Company has caused this
Amendment to be duly executed as of the day and year first above
written.
ULTRAMAR CORPORATION,
By: /s/ Patrick J. Guarino
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Name: Patrick J. Guarino
Title: Vice President, General
Counsel and Secretary