REGISTRATION RIGHTS AGREEMENT by and among Petro Stopping Centers, L.P. Petro Financial Corporation Petro Stopping Centers Holdings, L.P. Petro Holdings Financial Corporation and Banc of America Securities LLC Dated as of February 9, 2004Registration Rights Agreement • May 10th, 2004 • Petro, Inc. • Retail-auto dealers & gasoline stations • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of January 30, 2004 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchaser (i) for your benefit and for the benefit of the Initial Purchaser and (ii) for the benefit of the holders from time to time of the Initial Securities (including you and each other Initial Purchaser). In order to induce the Initial Purchaser to purchase the Initial Securities, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 5(h) of the Purchase Agreement.
ContractPetro, Inc. • May 10th, 2004 • Retail-auto dealers & gasoline stations • Texas
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.
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PETRO STOPPING CENTERS HOLDINGS, L.P. A Delaware Limited Partnership Dated February 9, 2004Limited Partnership Agreement • May 10th, 2004 • Petro, Inc. • Retail-auto dealers & gasoline stations
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PETRO STOPPING CENTERS, L.P., A DELAWARE LIMITED PARTNERSHIP BY AND AMONG PETRO, INC. As General Partner AND PETRO STOPPING CENTERS HOLDINGS, L.P. PETRO HOLDINGS GP, L.L.C. and JAMES A....Limited Partnership Agreement • May 10th, 2004 • Petro, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT is entered into as of the 23rd day of July 1999 among Petro, Inc., a Texas corporation (“Petro”) as General Partner and Petro Stopping Centers Holdings, L.P., a Delaware limited partnership (“Petro Holdings”), Petro Holdings GP, L.L.C., a Delaware limited liability company (“Holdings GP, L.L.C.”), and James A. Cardwell, Jr. (“Cardwell Jr.”), as Limited Partners, pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, with reference to the following recitals and on the terms and conditions set forth in this Agreement.
LIMITED PARTNERSHIP AGREEMENT OF PETRO STOPPING CENTERS HOLDINGS, L.P., A DELAWARE LIMITED PARTNERSHIP BY AND AMONG PETRO, INC. As General Partner AND JAMES A. CARDWELL, SR. JAMES A. CARDWELL, JR. JAJCO II, INC. PETRO, INC. MOBIL LONG HAUL INC. VOLVO...Limited Partnership Agreement • May 10th, 2004 • Petro, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS LIMITED PARTNERSHIP AGREEMENT OF PETRO STOPPING CENTERS HOLDINGS, L.P. (the “Partnership”) is entered into as of the 15th day of July 1999 by and among Petro, Inc., a Texas corporation, (“Petro”) as the General Partner and as a Limited Partner, James A. Cardwell, Sr. (“Cardwell Sr.”), James A. Cardwell, Jr. (“Cardwell Jr.”), JAJCO II, Inc., a Delaware corporation (“JAJCO II,” and, together with Petro, Cardwell Sr., and Cardwell Jr., the “Cardwell Partners”), Mobil Long Haul Inc., a Delaware corporation (“Mobil”), Volvo Petro Holdings, LLC, a Delaware limited liability company (“Volvo”), and Petro Warrant Holdings Corporation, a Delaware corporation (“Warrant Holdings”) as Limited Partners, pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, with reference to the following recitals and on the terms and conditions set forth in this Agreement. The Certificate of Limited partnership of the Partnership was filed in the Office of the Secretary of State of
FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PETRO STOPPING CENTERS, L.P. A Delaware Limited Partnership Dated February 9, 2004Limited Partnership Agreement • May 10th, 2004 • Petro, Inc. • Retail-auto dealers & gasoline stations
This Amendment is being entered into in connection with the closing of a series of transactions pursuant to which the Partnership and Petro Holdings will refinance substantially all of their indebtedness (the “Refinancing Transaction”).
