EXHIBIT 1.1.3
TEXACO INC. TEXACO CAPITAL INC.
0000 Xxxxxxxxxxx Xxxxxx 0000 Xxxxxx Xxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000 Xxxxxxxxxx, Xxxxxxxx 00000
THIRD AMENDMENT TO
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
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July 15, 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 an indeterminate
amount of their securities ("Securities") in the United States, from time to
time. Any 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. That dollar amount was subsequently changed in
documents entitled:
- Amendment to Underwriting Agreement Standard Provisions dated December 2,
1998, filed as Exhibit 1.1.1 to the Registration Statement on Form S-3
(No. 333-68217) on December 2, 1998, and
- Second Amendment to Underwriting Agreement Standard Provisions dated
January 29, 1999, filed as Exhibit 1.1.2 to Amendment No. 1 to the
Registration Statement on Form S-3 (No. 333-68217) on January 29, 1999.
Texaco and the Company now wish to be able to issue and sell in the United
States from time to time an amount of their Securities and Guaranties which is
unlimited in amount by the Underwriting Agreement Standard Provisions.
Therefore, Texaco and the Company hereby further amend the Underwriting
Agreement Standard Provisions, by changing the first three sentences of the
first paragraph of the Underwriting Agreement Standard Provisions to read as
follows:
Texaco Inc. ("Texaco") and Texaco Capital Inc. (the "Company"), both
Delaware corporations, are considering issuing and selling their securities
in the United States from time to time. Debt Securities issued by the
Company will be guaranteed ("Guaranties") by Texaco. The Company and Texaco
have registered or will register the Securities with the Securities and
Exchange Commission ("Commission") under a registration statement, including
a prospectus, filed or to be filed with the
Commission in accordance with the provisions of the Securities Act of 1933
("Act") and the applicable rules and regulations, including specifically
Rule 415, of the Commission.
Furthermore, the Exhibits to the Underwriting Agreement Standard Provisions
are hereby amended so as to refer to the Underwriting Agreement Standard
Provisions, and to this Amendment.
Very truly yours,
Texaco Capital Inc.
By:
Texaco Inc.
By:
