EXHIBIT 1.1.2
TEXACO INC. TEXACO CAPITAL INC.
0000 XXXXXXXXXXX XXXXXX 0000 XXXXXX XXXX
XXXXX XXXXXX, XXX XXXX 00000 XXXXXXXXXX, XXXXXXXX 00000
------------------------
SECOND AMENDMENT TO
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
---------------------
January 29, 1999
To: The firm or firms who may be
Purchasers of Purchased Securities
Dear Sirs:
Texaco Inc. ("Texaco") and Texaco Capital Inc. (the "Company"), both
Delaware corporations, are considering issuing and selling in the United States,
from time to time, up to $1,692,500,000 (or the equivalent in foreign
denominated currency or units based on or related to currencies, including
European Currency Units) of their securities ("Securities"), or if any
Securities are to be issued at original issue discount, such greater amount as
shall result in net proceeds of $1,692,500,000. Debt Securities issued by the
Company will be guaranteed ("Guaranties") by Texaco.
In the document entitled Underwriting Agreement Standard Provisions dated as
of February 18, 1998, ("Underwriting Agreement Standard Provisions") filed as
Exhibit 1.1 to the Registration Statement (No. 333-46527) on February 18, 1998,
Texaco and the Company indicated that they were considering issuing and selling
in the United States, from time to time, up to $1,250,000,000 of their
Securities and Guaranties.
In the document entitled Amendment to Underwriting Agreement Standard
Provisions dated December 2, 1998, ("Amended Underwriting Agreement Standard
Provisions") filed as Exhibit 1.1.1 to the Registration Statement on Form S-3
(No. 333-68217) on December 2, 1998, Texaco and the Company indicated that they
were considering issuing and selling in the United States, from time to time, up
to $1,642,500,000 of their Securities and Guaranties.
Because Texaco and the Company are now considering issuing and selling in
the United States, from time to time, up to $1,692,500,000 of their Securities
and Guaranties, Texaco and the Company hereby further amend the Underwriting
Agreement Standard Provisions, by changing the amount of $1,250,000,000 to
$1,692,500,000 in the two places where such amount appears in the first
paragraph of the Underwriting Agreement Standard Provisions.
Furthermore, the Exhibits to the Underwriting Agreement Standard Provisions
are hereby amended so as to refer to the Underwriting Agreement Standard
Provisions, the Amended Underwriting Agreement Standard Provisions and to this
Amendment.
Very truly yours,
Texaco Capital Inc.
By: ____________________________________
Texaco Inc.
By: ____________________________________
