Exhibit 4.7
[FORM OF NOTE]
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUERS OR
THEIR AGENT FOR REGISTRATION OF TRANSER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE 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 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.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE ACT)
OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) or
(7) UNDER THE ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT, (C) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 000X XXXXX XXX XXX, (X) XXXXXX XXX XXXXXX XXXXXX TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON
ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE ACT, (F) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE ACT (IF AVIALABLE) OR (G) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT AND (3) AGREES THAT IT WILL GIVE TO
EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO
CLAUSES (D), (F) AND (G) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH
TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT
SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE ACT.
CUSIP 715911-AA-1
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PETRO STOPPING CENTERS, X.X.
XXXXX FINANCIAL CORPORATION
NO. $
10 1/2% SENIOR NOTE DUE 2007
Petro Stopping Centers, L.P., a Delaware limited partnership (the
"Company") and Petro Financial Corporation, a Delaware corporation ("PFC"
and, together with the Company, the "Issuers", which term includes any
successor entities), for value received promise to pay to _________ or
registered assigns the principal sum of _________________________________
DOLLARS on February 1, 2007.
Interest Payment Dates: February 1 and August 1, commencing August 1, 1997
Record Dates: January 15 and July 15
Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually
or by facsimile by their duly authorized officers.
PETRO STOPPING CENTERS, L.P.
By:
------------------------------
By: [SEAL]
------------------------------
PETRO FINANCIAL CORPORATION
By:
------------------------------
By: [SEAL]
------------------------------
Certificate of Authentication:
This is one of the 10 1/2% Senior Notes due 2007 referred to in the within-
mentioned Indenture.
Dated: January 30, 0000
XXXXX XXXXXX XXXX AND TRUST COMPANY
as Trustee
By:
---------------------------------
Authorized Signatory
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PETRO STOPPING CENTER, X.X.
XXXXX FINANCIAL CORPORATION
10 1/2% SENIOR NOTE DUE 2007
1. INTEREST.
Petro Stopping Centers, L.P., a Delaware limited partnership and Petro
Financial Corporation, a Delaware corporation (the "Issuers"), promise to pay
interest on the principal amount of this Note semiannually on February 1 and
August 1 of each year (each an "Interest Payment Date"), commencing on August 1,
1997, at the rate of 10 1/2% per annum. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from the date of the original issuance of the Notes. The Issuers
shall pay interest on overdue principal, Redemption Price or Purchase Price of,
and accrued interest on, the Notes to the extent lawful, at the rate equal to 1%
per annum in excess of the rate borne by the Notes.
2. METHOD OF PAYMENT.
The Issuers will pay interest on this Note provided for in Paragraph 1
above (except defaulted interest) to the person who is the registered Holder of
this Note at the close of business on the January 15 and July 15 preceding the
Interest Payment Date (whether or not such day is a Business Day). The Holder
must surrender this Note to a Paying Agent to collect principal payments. The
Issuers will pay principal, Redemption Price or Purchase Price of, and accrued
interest on, the Notes in money of the United States that at the time of payment
is legal tender for payment of public and private debts; provided, however, that
the Issuers may pay principal, Redemption Price or Purchase Price of, and
accrued interest on, the Notes by check payable in such money. It may mail an
interest check to the Holder's registered address.
3. PAYING AGENT AND REGISTRAR.
Initially, State Street Bank and Trust Company, a Massachusetts trust
company (the "Trustee"), will act as Paying Agent and Registrar. The Issuers
may change any Paying Agent or Registrar without notice to the Holders of the
Notes. Neither the Issuers nor any of their Subsidiaries or Affiliates may act
as Paying Agent but may act as registrar or co-registrar.
4. INDENTURE; RESTRICTIVE COVENANTS.
the Issuers issued this Note under an Indenture dated as of January 30,
1997 (the "Indenture") by and among the Issuers and the Trustee. The terms of
this Note include those stated in the
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Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code (S)(S) 77aaa-77bbbb) as in effect on the
date of the Indenture. This Note is subject to all such terms, and the Holder
of this Note is referred to the Indenture and said Trust Indenture Act for a
statement of them. All capitalized terms in this Note, unless otherwise
defined, have the meanings assigned to them by the Indenture.
The Notes are general unsecured obligations of the Issuers limited to up to
$135,000,000 aggregate outstanding principal amount. The Indenture imposes
certain restrictions on, amount other things, the incurrence of additional Debt,
the incurrence of Liens and the issuance and sale of Capital Interests of
Restricted Subsidiaries, mergers and sale of assets, the payments of dividends
on, or the repurchase of, Capital Interests of the Issuers and their Restricted
subsidiaries, certain other restricted payments by the Issuers and their
Restricted Subsidiaries, certain transactions with, and investments in, its
Affiliates, certain Sale and Leaseback Transactions and a provision regarding
change-of-control transactions. The restrictions are subject to a number of
important qualifications and exceptions.
5. OPTIONAL REDEMPTION.
The Issuers may redeem the Notes, in whole or in part, at any time on or
after February 1, 2002 at the redemption prices set forth in Section 3.7 of the
Indenture, together, in each case, with accrued and unpaid interest to the
redemption date.
In addition, the Issuers may redeem Notes out of the net proceeds of one or
more Public Equity Offerings at the redemption price, in the amount and under
the terms set forth in the Indenture.
6. NOTICE OF REDEMPTION.
Notice of redemption will be mailed via first class mail at least 30 days
but not more than 60 days prior to the redemption date to each Holder of Notes
to be redeemed at its registered address as it shall appear on the register of
the Notes maintained by the Registrar. On and after any Redemption Date,
interest will cease to accrue on the Notes or portions thereof called for
redemption unless the Issuers shall fail to redeem any such Note.
7. OFFERS TO PURCHASE.
In Indenture requires that certain proceeds from Asset Sales be used,
subject to further limitations contained therein, to make an offer to purchase
certain amounts of Notes in accordance with the procedures set forth in the
Indenture. The Issuers are also required to make an offer to purchase Notes
upon
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occurrence of a Change of Control in accordance with procedures set forth in
the Indenture.
8. REGISTRATION RIGHTS.
Pursuant to the Registration Rights Agreement by and among the Issuers and
CIBC Wood Gundy Securities Corp. and Xxxxxx Xxxxxxx & Co. Incorporated, as
initial purchasers of the Notes, the Issuers will be obligated to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for Notes of a separate series issued under the Indenture (or
a trust indenture substantially identical to the Indenture in accordance with
the terms of the Registration Rights Agreement) which have been registered under
the Securities Act, in like principal amount and having substantially identical
terms as the Notes. The Holders shall be entitled to receive certain additional
interest payments (which shall constitute interest for purposes of this Note and
the Indenture) in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to an in accordance with the terms of the
Registration Rights Agreement.
9. DENOMINATIONS, TRANSFER, EXCHANGE.
The Notes are in registered form without coupons in denominations of $1,000
and integral multiples thereof. A Holder may register the transfer or exchange
of Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Note selected for
redemption or register the transfer of or exchange any Note for a period of 15
days before a selection of Notes to be redeemed or repurchased or any Note after
it is called for redemption or for repurchase in whole or in part, except the
unredeemed portion of any Note being redeemed in part.
10. PERSONS DEEMED OWNERS.
The registered Holder of this Note may be treated as the owner of it for
all purposes.
11. UNCLAIMED MONEY.
If money for the payment of principal, Redemption Price or Purchase Price
of, and accrued interest on, any Note remains unclaimed for two years, the
Trustee or Paying Agent will pay the money back to the Issuers at their
request. After that, Holders entitled to money must look to the Issuers for
payment as general creditors unless an "abandoned property" law designates
another person.
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12. AMENDMENT, SUPPLEMENT AND WAIVER.
Subject to certain exceptions, the Indenture or the Notes may be modified,
amended or supplemented by the Issuers, the Guarantors, if any, and the Trustee
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding and any existing default or compliance with any
provision may be waived in a particular instance with the consent of the Holders
of a majority in principal amount of the Notes then outstanding. Without the
consent of Holders, the Issuers, the Guarantors, if any, and the Trustee may
amend the Indenture or the Notes or supplement the Indenture for certain
specified purposes including providing for uncertificated Notes in addition to
certificated Notes, and curing any ambiguity, defect or inconsistency, or making
any other change that does not materially and adversely affect the rights of any
Holder.
13. SUCCESSOR ENTITY.
When a successor corporation or other entity assumes all the obligations of
its predecessor under the Notes and the Indenture and immediately before and
thereafter no Default exists and certain other conditions are satisfied, the
predecessor corporation or entity will be released from those obligations.
14. DEFAULTS AND REMEDIES.
Events of Default are set forth in the Indenture. If an Event of Default
(other than an Event of Default pursuant to Section 6.1(9) or (10) of the
Indenture with respect to the Issuers) occurs and is continuing, the Trustee by
notice to the Issuers, or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding by written notice to the issuers
and the Trustee, may declare to be immediately due and payable the entire
principal amount of all the Notes then outstanding plus accrued but unpaid
interest to the date of acceleration and such amounts shall become immediately
due and payable; provided, however, that after such acceleration but before
judgment or decree based on such acceleration, the Holders of a majority in
aggregate principal amount of the outstanding Notes may rescind and annul such
acceleration and its consequences if all existing Events of Default, other than
the nonpayment of principal, Redemption Price or Purchase Price of, and accrued
interest on, the Notes that has become due solely because of the acceleration,
have been cured or waived. No such rescission shall affect any subsequent
Default or impair any right consequent thereto. In case an Event of Default
specified in Section 6.1(9) or (10) of the Indenture occurs, such principal,
Redemption Price, Purchase Price and accrued interest with respect to all of the
Notes, shall be due and payable immediately without any declaration or other act
on the part of the Trustee or the Holders of the Notes. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal, Redemption Price, Purchase Price or
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accrued interest) if it determines that withholding notice is in their
interest.
15. TRUSTEE DEALINGS WITH THE ISSUERS.
The Trustee under the Indenture, in its individual, corporate or any other
capacity, may make loans to, accept deposits from, and perform services for the
Issuers, any Guarantor or their Affiliates, and may otherwise deal with the
Issuers, any Guarantor or their Affiliates, as if it were not Trustee.
16. NO RECOURSE AGAINST OTHERS.
As more fully described in the Indenture, a director, officer, employee,
partner, affiliate, beneficiary or stockholder, as such, of the Issuers or any
Guarantor shall not have any liability for any obligations of the Issuers or any
Guarantor under the Notes or the Indenture or for any claim based on, in respect
or by reason of, such obligations or their creation. The Holder of this Note by
accepting this Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Note.
17. DEFEASANCE AND COVENANT DEFEASANCE.
The Indenture contains provisions for defeasance of the entire Debt on this
Note and for defeasance of certain covenants in the Indenture upon compliance by
the Issuers with certain conditions set forth in the Indenture.
18. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
19. CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform Note
Identification Procedures, the Issuers have cause CUSIP numbers to be printed on
the Notes and have directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Holders of the Notes. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers place thereon.
20. GOVERNING LAW.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, BUT OTHERWISE WITHOUT
REGARD TO CONFLICT OF LAW RULES. THE ISSUERS HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THE INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPT FOR
THEMSELVES AND IN RESPECT OF THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. THE ISSUERS IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT THAT THEY MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY
JURY AND ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OR ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE ISSUERS IN ANY OTHER JURISDICTION.
THE ISSUERS WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: PETRO
STOPPING CENTERS, L.P., 0000 Xxxxxx Xxxxx, Xx Xxxx, Xxxxx 00000, Attention:
Chief Financial Officer.
21. AUTHENTICATION
This Note shall not be valid until the Trustee or an authenticating agent
manually signs the Certificate of Authentication on the other side of this Note.
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