Exhibit 4.2
FACE OF NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“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
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 INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
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 LATEST ORIGINAL ISSUE DATE 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 LATEST ISSUE DATE 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.
ENCORE CAPITAL GROUP, INC.
3.375% Convertible Senior Notes due
2010
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No. 1
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$
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90,000,000
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CUSIP No. 292554AA0
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Encore Capital Group, Inc., a
corporation duly organized and validly existing under the laws of
the State of Delaware (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 registered assigns, the
principal sum of NINETY MILLION Dollars (which amount may from time
to time be increased or decreased to such other principal amounts,
which, taken together with the principal amounts of all other
outstanding Notes, shall not, unless permitted by the Indenture,
exceed ONE HUNDRED MILLION Dollars in aggregate at any time) by
adjustments made on the records of the Trustee as set forth in
Schedule B hereto, as Custodian of the Depositary, in accordance
with the rules and procedures of the Depositary) on September 19,
2010, and Additional Interest in the manner, at the rates and to
the persons set forth in the Registration Rights
Agreement.
The Notes bear interest at the rate
of 3.375% per year from the Issue Date, or from the most recent
date to which interest had been paid or provided for to, but
excluding, the next scheduled Interest Payment Date. Interest is
payable semi-annually in arrears on each March 19 and September 19,
commencing March 19, 2006, to holders of record at the close of
business on the preceding March 4 and September 4,
respectively.
Payment of the principal of,
interest, including any Additional Interest, accrued on this Note
shall be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, or,
at the option of the holder of this Note, at the Corporate Trust
Office, 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; provided, however, interest, including
Additional Interest, if any, may be paid by check mailed to such
holder’s address as it appears in the Note register;
provided further, however, that, with respect to any
Noteholder with an aggregate principal amount in excess of
$1,000,000, at the application of such holder in writing to the
Company, interest, including Additional Interest, if any, on such
holder’s Notes shall be paid by wire transfer in immediately
available funds to such holder’s account in the United States
supplied by such holder from time to time to the Trustee and Paying
Agent (if different from the Trustee) not later than the applicable
record date; provided that any payment to the Depositary or
its nominee shall be paid by wire transfer in immediately available
funds in accordance with the wire transfer instruction supplied by
the Depositary or its nominee from time to time to the Trustee and
Paying Agent (if different from Trustee).
2
Reference is made to the further
provisions of this Note set forth on the reverse hereof, including,
without limitation, provisions giving the holder of this Note the
right to convert this Note into Common Stock or cash and Common
Stock, if any, of the Company 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.
This Note 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 (without regard to the conflicts of laws
provisions thereof).
This Note 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.
[Remainder of page intentionally left
blank]
3
IN WITNESS WHEREOF, the Company has
caused this Note to be duly executed.
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ENCORE CAPITAL
GROUP, INC.
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By:
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/s/ Paul Grinberg
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Name:
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Paul
Grinberg
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Title:
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By:
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/s/ J. Brandon Black
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Name:
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J.
Bra
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