EXHIBIT 4.4
[FORM OF FACE OF EXCHANGE SECURITY]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO
THE COMPANY 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
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
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.(1)
CORE-MARK INTERNATIONAL, INC.
11-3/8% SENIOR SUBORDINATED NOTE SERIES A DUE 2003
No. Cusip No. [ ]
$[ ]
CORE-MARK INTERNATIONAL, INC., a Delaware
corporation, promises to pay to , or registered
assigns, the principal sum of on September 15, 2003.
Interest Payment Dates: March 15 and
September 15.
Record Dates: March 1 and September 1.
---------------
(1)This paragraph should only be added if the Security
is issued in global form.
2
Additional provisions of this Security are set
forth on the other side of this Security.
Dated:
CORE-MARK INTERNATIONAL, INC.,
by
______________________
Name:
Title:
______________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
BANKERS TRUST COMPANY,
as Trustee, certifies [Seal]
that this is one of
the Securities referred
to in the Indenture,
by
_________________________
Authorized Signatory
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[FORM OF REVERSE SIDE OF EXCHANGE SECURITY]
11-3/8% Senior Subordinated Note due 2003
1. Interest
--------
Core-Mark International, Inc., a Delaware
corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on
the principal amount of this Security at the rate per annum
shown above. The Company will pay interest semiannually on
March 15 and September 15 of each year. Interest on the
Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid,
from September 27, 1996. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. The
Company shall pay interest on overdue principal at the rate
borne by the Securities plus 1% per annum, and it shall pay
interest on overdue installments of interest at the same
rate to the extent lawful.
2. Method of Payment
-----------------
The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are regis-
tered holders of Securities at the close of business on the
March 1 or September 1 next preceding the interest payment
date even if Securities are canceled after the record date
and on or before the interest payment date. Holders must
surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in
money of the United States that at the time of payment is
legal tender for payment of public and private debts.
Payments in respect of Securities (including principal,
premium and interest) will be made by wire transfer of
immediately available funds to the accounts specified by the
holders thereof or, if no U.S. dollar account maintained by
the payee with a bank in the United States is designated by
any holder to the Trustee or the Paying Agent at least
30 days prior to the relevant due date for payment (or such
other date as the Trustee may accept in its discretion), by
mailing a check to the registered address of such holder.
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3. Paying Agent and Registrar
--------------------------
Initially, BANKERS TRUST COMPANY, a New York
banking corporation ("Trustee"), will act as Paying Agent
and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The
Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-
registrar.
4. Indenture
---------
The Company issued the Securities under an Inden-
ture dated as of September 27, 1996 ("Indenture"), between
the Company and the Trustee. The terms of the Securities
include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of
the Indenture (the "Act"). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in
the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and
the Act for a statement of those terms.
The Securities are general unsecured obligations
of the Company limited to $75,000,000 aggregate principal
amount at any one time outstanding (subject to Section 2.07
of the Indenture). This Security is one of the Exchange
Securities referred to in the Indenture. The Securities
include the Initial Securities and any Exchange Securities
issued in exchange for the Initial Securities pursuant to
the Indenture. The Initial Securities and the Exchange
Securities are treated as a single class of securities under
the Indenture. The Indenture imposes certain limitations on
the Incurrence of Indebtedness by the Company and its
Restricted Subsidiaries; the payment of dividends on, and
redemption of, Capital Stock of the Company and its
Restricted Subsidiaries and the redemption of certain
Subordinated Obligations of the Company and its Restricted
Subsidiaries; Investments; sales of assets and Restricted
Subsidiary Capital Stock; certain transactions with
Affiliates of the Company; the sale or issuance of Capital
Stock of Restricted Subsidiaries; the creation of Liens; the
lines of business in which the Company and its Restricted
Subsidiaries may operate; the disposition of assets of the
Company to Restricted Subsidiaries; and consolidations,
mergers and transfers of all or substantially all of the
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Company's assets. In addition, the Indenture prohibits
certain restrictions on distributions and dividends from
Restricted Subsidiaries.
5. Optional Redemption
-------------------
Except as set forth in the next two paragraphs,
the Securities may not be redeemed prior to September 15,
2000. On and after that date, the Company may redeem the
Securities in whole at any time or in part from time to time
at the following redemption prices (expressed in percentages
of principal amount), plus accrued interest to the
redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on the
related interest payment date):
if redeemed during the 12-month period beginning
on or after September 15 of the years set forth below:
Redemption
Period Price
------ ----------
2000 105.688%
2001 102.844%
2002 and thereafter 100.000%
Notwithstanding the foregoing, at any time prior
to September 15, 1999, in the aggregate up to 30% of the
original aggregate principal amount of Securities with the
proceeds of one or more Public Equity Offerings by the
Company following which there is a Public Market, at a
redemption price (expressed as a percentage of principal
amount) of 111.375% plus accrued interest to the redemption
date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant
interest payment date); provided, however, that at least 70%
of the original aggregate principal amount of the Securities
must remain outstanding after each such redemption.
At any time on or prior to September 15, 2000, the
Notes may also be redeemed as a whole at the option of the
Company within 90 days after a Change of Control, at a
redemption price equal to the sum of (i) 100% of the
principal amount thereof plus (ii) the Applicable Premium
plus (iii) accrued but unpaid interest, if any, to, the
Redemption Date (subject to the right of Holders of record
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on the relevant record date to receive interest due on the
relevant interest payment date).
6. Notice of Redemption
--------------------
Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date
to each Holder of Securities to be redeemed at his
registered address. Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples
of $1,000. If money sufficient to pay the redemption price
of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited
with the Paying Agent on or before the redemption date and
certain other conditions are satisfied, on and after such
date interest ceases to accrue on such Securities (or such
portions thereof) called for redemption.
7. Put Provisions
--------------
Upon a Change of Control, unless the Company has
elected to redeem the Securities pursuant to paragraph 5,
any Holder of Securities will have the right, subject to
certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Securities of
such Holder at a repurchase price equal to 101% of the
principal amount of the Securities to be repurchased plus
accrued interest to the date of repurchase (subject to the
right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date)
as provided in, and subject to the terms of, the Indenture.
8. Subordination
-------------
The Securities are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent
provided in the Indenture, Senior Indebtedness must be paid
before the Securities may be paid. The Company agrees, and
each Securityholder by accepting a Security agrees, to the
subordination provisions contained in the Indenture and
authorizes the Trustee to give such provisions effect and
appoints the Trustee as attorney-in-fact for such purpose.
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9. Denominations; Transfer; Exchange
---------------------------------
The Securities are in registered form without
coupons in denominations of $1,000 and whole multiples of
$1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorse-
ments or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Regis-
trar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security
not to be redeemed) or any Securities for a period of
15 days before a selection of Securities to be redeemed or
15 days before an interest payment date.
10. Persons Deemed Owners
---------------------
The registered Holder of this Security may be
treated as the owner of it for all purposes.
11. Unclaimed Money
---------------
If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent
shall pay the money back to the Company at its request
unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.
12. Discharge and Defeasance
------------------------
Subject to certain conditions, the Company at any
time may terminate substantially all of its obligations
under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.
13. Amendment, Waiver
-----------------
Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Securities may be
amended with the written consent of the Holders of at least
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a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may
be waived with the written consent of the Holders of a
majority in principal amount outstanding of the Securities.
Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company and
the Trustee may amend the Indenture or the Securities to
cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 of the Indenture, or to provide for
uncertificated Securities in addition to or in place of
certificated Securities, or to make certain changes in the
Subordination provisions, or to add guarantees with respect
to the Securities or to secure the Securities, or to add
additional covenants or surrender rights and powers
conferred on the Company, or to comply with any request of
the SEC in connection with qualifying the Indenture under
the Act, or to make certain changes in the subordination
provisions, or to make any change that does not adversely
affect the rights of any Securityholder.
14. Defaults and Remedies
---------------------
Under the Indenture, Events of Default include
(i) default for 30 days in payment of interest on the
Securities; (ii) default in payment of principal on the
Securities at maturity, upon redemption pursuant to para-
graph 5 of the Securities, upon declaration or otherwise, or
failure by the Company to redeem or purchase Securities when
required; (iii) failure by the Company to comply with other
agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (iv) certain
accelerations (including failure to pay within any grace
period after final maturity) of other Indebtedness of the
Company if the amount accelerated (or so unpaid) exceeds
$5,000,000; (v) certain events of bankruptcy or insolvency
with respect to the Company and the Significant
Subsidiaries; (vi) certain judgments or decrees for the
payment of money in excess of $5,000,000 and (vii) a Note
Guarantee ceasing to be in full force and effect (other than
in accordance with its terms). If an Event of Default
occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the Securities may declare
all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and
payable immediately upon the occurrence of such Events of
Default.
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Securityholders may not enforce the Indenture or
the Securities except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Securi-
ties unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in
its exercise of any trust or power. The Trustee may with-
hold from Securityholders notice of any continuing Default
(except a Default in payment of principal or interest) if it
determines that withholding notice is in the interest of the
Holders.
15. Trustee Dealings with the Company
---------------------------------
Subject to certain limitations imposed by the Act,
the Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securi-
ties and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may other-
wise deal with the Company or its Affiliates with the same
rights it would have if it were not Trustee.
16. No Recourse Against Others
--------------------------
A director, officer, employee or stockholder, as
such, of the Company or the Trustee shall not have any
liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their crea-
tion. By accepting a Security, each Securityholder waives
and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.
17. Authentication
--------------
This Security shall not be valid until an author-
ized signatory of the Trustee (or an authenticating agent)
manually signs the certificate of authentication on the
other side of this Security.
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18. Abbreviations
-------------
Customary abbreviations may be used in the name of
a Securityholder or an assignee, such as TEN COM (=tenants
in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform
Gift to Minors Act).
19. 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
Securities and has directed the Trustee to use CUSIP numbers
in notices of redemption as a convenience to
Securityholders. No representation is made as to the
accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed
thereon.
THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER
UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE SECURITY-
HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:
COREMARK INTERNATIONAL, INC.
395 OYSTER POINT BOULEVARD, SUITE 415
SAN FRANCISCO, CA 94080
ATTENTION OF CHIEF FINANCIAL OFFICER
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to
transfer this Security on the books of the Company. The
agent may substitute another to act for him.
____________________________________________________________
Date: ________________ Your Signature: _____________________
Signature Guarantee:_______________________________________
(Signature must be guaranteed by a
participant in a recognized signature
guarantee medallion program)
____________________________________________________________
Sign exactly as your name appears on the other side of this
Security.
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security
purchased by the Company pursuant to Section 4.06 or 4.08 of
the Indenture, check the box:
/ /
If you want to elect to have only part of
this Security purchased by the Company pursuant to
Section 4.06 or 4.08 of the Indenture, state the amount:
$
Date: __________________ Your Signature: __________________
(Sign exactly as your name appears
on the other side of the Security)
Signature Guarantee:_______________________________________
(Signature must be guaranteed by a
participant in a recognized signature
guarantee medallion program)