THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES
(1) THAT IT WILL NOT WITHIN THE LATER OF (X) TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THREE
MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF
RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, RESELL OR
OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON
STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO
THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE
WITH RULE 144A (IF AVAILABLE); OR (D) UNDER ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF
THIS SECURITY WITHIN THE LATER OF (X) TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THREE MONTHS AFTER
IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144
ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE
TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE 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 SECURITIES ACT.
THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK
CORPORATION, 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 IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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 IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
3.00% Convertible Senior
Subordinated Notes due 2011
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No. 1
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CUSIP NO. 981417AA6 U.S.
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$110,000,000
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World Acceptance
Corporation, a corporation duly organized and validly existing
under the laws of the State of South Carolina (herein called the
“ Company ”), which term includes any successor
corporation under the Indenture referred to on the reverse hereof),
for value received hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of One Hundred and Ten
Million United States Dollars ($110,000,000) (which amount may from
time to time be decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, in accordance with the
rules and procedures of the Depositary) on October 1, 2011.
Payment of the principal of this Security shall be made by check
mailed to the address of the Holder of this Security specified in
the register of Securities, or, at the option of the Company, by
wire transfer in immediately available funds, in such lawful money
of the United States of America as at the time of payment shall be
legal tender for the payment of public and private
debts.
The issue date of
this Security is October 10, 2006.
Reference is made
to the further provisions of this Security set forth on the reverse
hereof, including, without limitation, provisions giving the Holder
the right to convert this Security and to require the Company to
purchase this Security upon certain events, in each case, on the
terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place. Capitalized terms used but not
defined herein shall have such meanings as are ascribed to such
terms in the Indenture.
This Security
shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance
with and governed by the laws of said State.
This Security
shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent
under the Indenture.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly
executed.
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WORLD
ACCEPTANCE CORPORATION
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By:
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Authorized
Signatory
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WORLD ACCEPTANCE
CORPORATION
3.00% Convertible Senior
Subordinated Notes due 2011
This Security is
one of a duly authorized issue of Securities of the Company,
designated as its 3.00% Convertible Senior Subordinated Notes due
2011 (the “Securities”), all issued or to be issued
under and pursuant to an Indenture dated as of October 10,
2006 (the “Indenture”), between the Company and U.S.
Bank National Association (the “Trustee”), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities.
Interest .
The Securities will bear interest at a rate of 3.00% per year until
Maturity. Interest on the Securities will accrue from
October 10, 2006, or from the most recent date on which
interest has been paid. Interest will be payable semiannually in
arrears on April 1 and October 1, beginning April 1,
2007, and at Maturity.
Interest will be
paid to the person in whose name a Security is registered at the
close of business on the March 15 (whether or not a Business
Day) or September 15 (whether or not a Business Day), as the
case may be, immediately preceding the relevant Interest Payment
Date. Interest on the Securities will be computed on the basis of a
360-day year composed of twelve 30-day months.
Ranking .
The Securities rank equally in right of payment with all the
Company’s existing and future unsecured Senior Subordinated
Indebtedness and are senior in right of payment to all of the
Company’s existing and future Subordinated Indebtedness, if
any, as set forth in the Indenture. The Securities will rank junior
to all existing and future Senior Indebtedness.
Redemption at
the Option of the Company . The Company may not redeem any of
the Securities at its option prior to maturity.
Purchase by
the Company at the Option of the Holder Upon a Fundamental
Change . Subject to the terms and conditions of the Indenture,
the Company shall become obligated, at the option of the Holder, to
purchase the Securities if a Fundamental Change occurs at any time
prior to Stated Maturity at 100% of the Principal Amount plus
accrued and unpaid interest, including Additional Interest, if any,
to, but excluding, the Fundamental Change Purchase Date, which
amount will be paid in cash.
Withdrawal of
Fundamental Change Purchase Notice . Holders have the right to
withdraw, in whole or in part, any Fundamental Change Purchase
Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of
the Indenture.
Payment of
Fundamental Change Purchase Price . If cash sufficient to pay
the Fundamental Change Purchase Price of all Securities or portions
thereof to be purchased on a Fundamental Change Purchase Date is
deposited with the Paying Agent on the
Fundamental
Change Purchase Date, such Securities will cease to be outstanding
and interest will cease to accrue on such Securities (or portions
thereof) immediately after such Fundamental Change Purchase Date,
and the Holder thereof shall have no other rights as such (other
than the right to receive the Fundamental Change Purchase Price
upon surrender of such Security).
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