EXHIBIT 10.30
10.25% Senior Subordinated Notes due 2008
No. R1 $200,000,000
CUSIP NO. 00751K A B 2
ADVANCE STORES COMPANY, INCORPORATED
promises to pay to Cede & Co. or registered assigns, the principal sum of Two
Hundred Million Dollars ($200,000,000) on April 15, 2008.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
ADVANCE STORES COMPANY, INCORPORATED
By: _________________________________
Name: J. O'Neil Leftwich
Title: Senior Vice President and
Chief Financial Officer,
Secretary and Treasurer
This is one of the 10.25% Senior
Subordinated Notes referred to in
the within-mentioned Indenture:
Dated: ____________________
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
By:_______________________________
Authorized Signatory
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10.25% Senior Subordinated Notes due 2008
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be 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 in as much as the registered owner
hereof, Cede & Co., has an interest herein.
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Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.
1. INTEREST. Advance Stores Company, Incorporated or its successor (the
"Company"), promises to pay interest on the principal amount of this
Note at the rate of 10.25% per annum and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company will pay interest and
Liquidated Damages, if any, in United States dollars (except as
otherwise provided herein) semi-annually in arrears on April 15 and
October 15, commencing on October 15, 1998, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest
Payment Date"). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has
been paid, from April 15, 1998; provided that if there is no existing
Default or Event of Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in the
case of the original issuance of Notes, in which case interest shall
accrue from April 15, 1998. The Company shall pay interest (including,
to the extent permitted by applicable law, post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest
rate on the Notes to the extent lawful; it shall pay interest
(including, to the extent permitted by applicable law, post-petition
interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful.
Interest shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Notes and
Liquidated Damages, if any, on the applicable Interest Payment Date to
the Persons who are registered Holders of Notes at the close of
business on the April 1 or October 1 next preceding the Interest
Payment Date, even if such Notes are cancelled after such record date
and on or before such Interest Payment Date, provided that defaulted
interest shall be paid in accordance with Section 2.12 of the
Indenture. The Notes shall be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of
the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of
interest and Liquidated Damages, if any, may be made by check mailed
to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of,
premium and Liquidated Damages, if any, and interest on, all Global
Notes. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, United States Trust Company of
New York, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.
4. INDENTURE. The Company issued the Notes under an Indenture dated as
of April 15, 1998 ("Indenture") among the Company, the Guarantors and
the Trustee. The terms of the Notes
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include those stated in the Indenture and those made a part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code (S)(S) 77aaa-77bbbb) (the "TIA"). The Notes are subject
to all such terms, and Holders are referred to the Indenture and such
TIA for a statement of such terms. The Notes are general unsecured
Obligations of the Company limited to $200 million in aggregate
principal amount.
5. OPTIONAL REDEMPTION.
Except as set forth in the next paragraph, the Notes shall not be
redeemable at the Company's option prior to April 15, 2003.
Thereafter, the Notes shall be subject to redemption at any time at
the option of the Company, in whole or in part, upon not less than 30
nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below together with accrued
and unpaid interest and any Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period
beginning on April 15 of the years indicated below:
YEAR PERCENTAGE
---- ----------
2003........................................... 105.125%
2004........................................... 103.417%
2005........................................... 101.708%
2006 and thereafter............................ 100.000%
Notwithstanding the foregoing, at any time on or prior to April
15, 2001, the Company may (but shall not have the obligation to)
redeem, on one or more occasions, up to an aggregate of 35% of the
principal amount of the Notes originally issued at a redemption price
equal to 110.25% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the
redemption date, with the net proceeds of one or more Equity
Offerings; provided that, in each case, at least 65% of the aggregate
principal amount of the Notes originally issued remains outstanding
immediately after the occurrence of such redemption; and provided,
further, that such redemption shall occur within 90 days of the date
of the closing of such Equity Offering.
6. MANDATORY REDEMPTION.
Except as set forth in paragraph 7 below, the Company shall not
be required to make mandatory redemption or sinking fund payments with
respect to the Notes.
7. REPURCHASE AT OPTION OF HOLDER.
(a) Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of such
Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest
and Liquidated Damages, if any, thereon, to the date of purchase.
Within 30 days following any Change of Control, the Company will mail
a notice to each
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Holder describing the transaction or transactions that constitute the
Change of Control setting forth the procedures governing the Change of
Control Offer required by the Indenture.
(b) In connection with any Asset Sale, when the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company will be required to
make an offer to all Holders of Notes and, to the extent required by
the terms of any Pari Passu Indebtedness to all holders of such Pari
Passu Indebtedness (an "Asset Sale Offer") to purchase the maximum
principal amount of Notes and any such Pari Passu Indebtedness that
may be purchased out of the Excess Proceeds, at an offer price in cash
in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to
the date of purchase, in accordance with the procedures set forth in
the Indenture or such Pari Passu Indebtedness, as applicable. To the
extent that the aggregate principal amount of Notes and any such Pari
Passu Indebtedness tendered pursuant to an Asset Sale Offer is less
than the Excess Proceeds, the Company or its Restricted Subsidiaries
may use any remaining Excess Proceeds for general corporate purposes.
If the aggregate principal amount of Notes and any such Pari Passu
Indebtedness surrendered by holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes to be purchased on
a pro rata basis. Upon completion of such offer to purchase, the
amount of Excess Proceeds shall be reset at zero.
(c) Holders of the Notes that are the subject of an offer to purchase
will receive a Change of Control Offer or Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such
Notes purchased by completing the form titled "Option of Holder to
Elect Purchase" appearing below.
8. NOTICE OF REDEMPTION OR REPURCHASE. Notice of redemption or
repurchase shall be mailed at least 30 days but not more than 60 days
before the redemption date or the repurchase date to each Holder whose
Notes are to be redeemed or repurchased at its registered address.
Notes in denominations larger than $1,000 may be redeemed or
repurchased in part but only in whole multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed or repurchased. On
and after the redemption date or repurchased date, as the case may be,
interest and Liquidated Damages, if any, ceases to accrue on the Notes
or portions thereof called for redemption or repurchase, as the case
may be, unless the Company defaults in making the redemption payment
or repurchase payment, as the case may be.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in initial denominations of $1,000 and integral
multiples of $1,000. The transfer of the Notes may be registered and
the Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part.
Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during
the period between a record date and the corresponding Interest
Payment Date.
10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.
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11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to the following paragraphs
and the provisions of the Indenture, the Indenture, the Notes and the
Subsidiary Guarantees may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of
the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes), and any existing default or compliance with any
provision of the Indenture, the Notes and the Subsidiary Guarantees
may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including
consents obtained in connection with a purchase of, or a tender offer
or exchange offer for, Notes). Any amendment to the provisions of
Article 10 or 12 shall require the consent of the Holders of at least
75% in aggregate principal amount of Notes then outstanding if such
amendment would adversely affect the rights of the Holders of Notes.
Without the consent of any Holder of Notes, the Company, the
Guarantors and the Trustee may amend or supplement the Indenture, the
Notes or the Subsidiary Guarantees to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the
Company's or a Guarantor's obligations to Holders of Notes in the case
of a merger or consolidation, to make any change that would provide
any additional rights or benefits to the Holders of Notes or that does
not materially adversely affect the legal rights under the Indenture
of any such Holder, to comply with requirements of the Commission in
order to effect or maintain the qualification of the Indenture under
the Trust Indenture Act or to allow any Subsidiary to guarantee the
Notes.
12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on, or Liquidated Damages, if
any, with respect to, the Notes (whether or not prohibited by the
subordination provisions of the Indenture); (ii) default in payment
when due of the principal of or premium, if any, on the Notes (whether
or not prohibited by the subordination provisions of the Indenture);
(iii) failure by the Company or any of its Restricted Subsidiaries for
30 days after notice from the Trustee or at least 25% in aggregate
principal amount of the Notes then outstanding to comply with the
provisions described in Sections 4.07, 4.09, 4.10 and 4.13 of the
Indenture; (iv) failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice from the Trustee or the Holders
of at least 25% in aggregate principal amount of the Notes then
outstanding to comply with its other agreements in the Indenture or
the Notes; (v) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of
its Restricted Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the date of
the Indenture, which default (a) is caused by a failure to pay
principal of or premium, if any, or interest on such Indebtedness at
final maturity (a "Payment Default") or (b) results in the
acceleration of such Indebtedness prior to its Stated Maturity and, in
each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $20.0 million or more in the case of clause
(a) or (b); (vi) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $20.0
million (net of any amounts with respect to which a reputable and
creditworthy insurance company has acknowledged liability in writing),
which judgments are
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not paid, discharged or stayed for a period of 60 days; (vii) any
Subsidiary Guarantee of a Significant Subsidiary shall be held in any
judicial proceeding to be unenforceable or invalid or, except as
permitted by the Indenture, shall cease for any reason to be in full
force and effect or any Guarantor that is a Significant Subsidiary, or
any Person acting on behalf of any Guarantor that is a Significant
Subsidiary, shall deny or disaffirm its obligations under its
Subsidiary Guarantee; and (viii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant
Subsidiaries.
If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, with
respect to the Company, all outstanding Notes will become due and
payable without further action or notice. Upon any acceleration of
maturity of the Notes, all principal of and accrued interest and
Liquidated Damages, if any, on the Notes shall be due and payable
immediately. Holders of the Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. In the event
of a declaration of acceleration of the Notes because an Event of
Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in clause (v) of the preceding
paragraph, the declaration of acceleration of the Notes shall be
automatically annulled if the holders of any Indebtedness described in
clause (v) of the preceding paragraph have rescinded the declaration
of acceleration in respect of such Indebtedness within 30 days of the
date of such declaration and if (a) the annulment of the acceleration
of Notes would not conflict with any judgment or decree of a court of
competent jurisdiction and (b) all existing Events of Default, except
nonpayment of principal or interest on the Notes that became due
solely because of the acceleration of the Notes, have been cured or
waived.
13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform
services for the Company, the Guarantors or their respective
Affiliates, and may otherwise deal with the Company, the Guarantors or
their respective Affiliates, as if it were not the Trustee.
14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or any
Guarantor under the Notes or the Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for
the issuance of the Notes.
15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.
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16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder 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).
17. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In
addition to the rights provided to Holders of the Notes under the
Indenture, Holders of Transfer Restricted Securities (as defined in
the Registration Rights Agreement) shall have all the rights set forth
in the Registration Rights Agreement, dated as of the date hereof,
among the Company, the Guarantors and the Initial Purchasers (the
"Registration Rights Agreement").
18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes and the Trustee
may use CUSIP numbers in notices of redemption as a convenience to the
Holders. 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 placed thereon.
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The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:
Advance Stores Company, Incorporated
5673 Airport Road
Roanoke, Virginia 24012
Telecopier: 540.561.1699
Attention: Chief Financial Officer
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ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to
_______________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
_______________________________________________________________________________
Date:__________________
Your Signature:_______________________________
(Sign exactly as your name appears on the
face of this Note)
Signature Guarantee:
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.13 of the Indenture, check the box below:
[_] Section 4.10 [_] Section 4.13
If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.13 of the Indenture, state the
amount you elect to have purchased (which must be $1,000 or integral multiples
thereof): $___________
Date:___________________ Your Signature:__________________________________
(Sign exactly as your name appears on the Note)
Tax Identification No.:____________________
Signature Guarantee.
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