EXHIBIT 4.7
FORM OF EXCHANGE NOTE
No. [___] Principal Amount $[______________]
CUSIP NO. ____________
11% Senior Subordinated Note due 2008, Series D
Rent-A-Center, Inc., a Delaware corporation promises to pay to
Cede & Co., or registered assigns, the principal sum of [__________________]
Dollars on August 15, 2008.
Interest Payment Dates: February 15 and August 15.
Record Dates: February 1 and August 1.
Additional provisions of this Security are set forth on the
other side of this Security.
Dated: ________, 200_ RENT-A-CENTER, INC.
By:
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Name:
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Title:
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TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
- -----------------------------
THE BANK OF NEW YORK,
as Trustee, certifies
that this is one of the
Securities referred to
in the Indenture.
By:
--------------------------
Authorized Signatory , 200
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[FORM OF REVERSE SIDE OF SENIOR SUBORDINATED SECURITY]
11% Senior Subordinated Note due 2008, Series D
1. Interest
Rent-A-Center, 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 in cash and in
arrears to Holders of record at the close of business on the February 1 and
August 1 immediately preceding the interest payment date on February 15 and
August 15 of each year, commencing February 15, 2002. Interest on the Securities
will accrue from the most recent date to which interest has been paid on the
Securities or, if no interest has been paid, from December 19, 2001. The Company
shall pay interest on overdue principal or premium, if any (plus interest on
such interest to the extent lawful), at the rate borne by the Securities to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
2. Method of Payment
By at least 10:00 a.m. (New York City time) on the date on
which any principal of or interest on the Securities is due and payable, the
Company shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal, premium, if any, and/or interest. The Company
will pay interest (except defaulted interest) to the Persons who are registered
Holders of Securities at the close of business on the February 1 or August 1
next preceding the interest payment date even if the Securities are cancelled,
repurchased or redeemed 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. However, the Company may pay interest by check payable in
such money. It may mail an interest check to a Holder's registered address.
3. Trustee, Paying Agent and Registrar
Initially, The Bank of New York, a New York banking
corporation (the "Trustee"), will act as Trustee, Paying Agent and Registrar.
The Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice to any Securityholder. 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 Indenture dated as
of December 19, 2001 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture
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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"). Capitalized
terms used herein 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 senior subordinated
obligations of the Company initially issued in aggregate principal amount of
$100,000,000, but subject to additional issuances under the Indenture. This
Security is one of the Series D Notes referred to in the Indenture. The
Securities include the Series C Notes and any Series D Notes issued in exchange
for the Series C Notes pursuant to the Indenture and the Registration Rights
Agreement. The Series C Notes and the Series D Notes 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 the purchase or redemption of,
Capital Stock of the Company and its Restricted Subsidiaries, certain purchases
or redemptions of Subordinated Indebtedness, the sale or transfer of assets and
Capital Stock of Restricted Subsidiaries, investments of the Company and its
Restricted Subsidiaries and transactions with Affiliates. In addition, the
Indenture limits the ability of the Company and its Subsidiaries to restrict
distributions and dividends from Restricted Subsidiaries.
5. Optional Redemption
The Securities will be redeemable, at the Company's option, in
whole or in part, at any time and from time to time on and after August 15, 2003
and prior to maturity, upon not less than 30 nor more than 90 days' prior notice
mailed by first-class mail to each Holder's registered address, at the following
redemption prices (expressed as a percentage of principal amount), plus accrued
interest, if any, 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), if redeemed during the 12-month period commencing on
August 15 of the years set forth below:
<Table>
<Caption>
YEAR REDEMPTION PRICE
---- ----------------
2003 .................................. 105.500%
2004 .................................. 103.667%
2005 .................................. 101.833%
2006 and thereafter ................... 100.000%
</Table>
6. Notice of Redemption
Notice of redemption will be mailed at least 30 days but not
more than 90 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations of principal
amount 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 and
unpaid 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
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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, any Holder of Securities will have
the right 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
thereof plus accrued and unpaid interest to the date of repurchase as provided
in, and subject to the terms of, the Indenture.
8. Subordination and Ranking
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 them
effect and appoints the Trustee as attorney-in-fact for such purpose. The
Securities will in all respects rank pari passu with all other Senior
Subordinated Indebtedness of the Company.
9. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in
denominations of principal amount 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
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange of (i) any Security selected for redemption (except, in the case of
a Security to be redeemed in part, the portion of the Security not to be
redeemed) for a period beginning 15 days before a selection of Securities to be
redeemed and ending on the date of such selection or (ii) any Securities for a
period beginning 15 days before an interest payment date and ending on such
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.
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12. Defeasance
Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or 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 a majority in principal amount of the outstanding 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 of the
outstanding 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 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 any change
that does not adversely affect the rights of any Securityholder, or to provide
for the issuance of Series D Notes. However, no amendment may be made to the
subordination provisions of the Indenture that adversely affects the rights of
any holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.
14. Defaults and Remedies
Under the Indenture, Events of Default include (i) a default
in any payment of interest on any Security when due (whether or not such payment
is prohibited by Article 13 of the Indenture), continued for 30 days, (ii) a
default in the payment of principal of any Security when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise, whether or not such payment is prohibited by Article 13 of the
Indenture, (iii) the failure by the Company to comply with its obligations under
Section 801 of the Indenture, (iv) the failure by the Company to comply for 30
days after written notice with any of its obligations under Section 1016 of the
Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019
or 1020 of the Indenture (in each case, other than a failure to purchase
Securities when required under Sections 1016 or 1017 of the Indenture), (v) the
failure by the Company to comply for 60 days after notice with its other
agreements contained in the Securities or the Indenture, (vi) the failure by the
Company or any Significant Subsidiary to pay any Indebtedness within any
applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default if the total amount of
such Indebtedness unpaid or accelerated exceeds $25.0 million, (vii) certain
events of bankruptcy, insolvency or reorganization of the Company or a
Significant Subsidiary, (viii) the rendering of any judgment or decree for the
payment of money in an amount (net of any insurance or indemnity payments
actually received in respect thereof prior to or within 90 days from the entry
thereof, or to be received in respect thereof in the event any appeal thereof
shall be unsuccessful)
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in excess of $25.0 million against the Company or a Significant Subsidiary that
is not discharged, bonded or insured by a third Person if (A) an enforcement
proceeding thereon is commenced or (B) such judgment or decree remains
outstanding for a period of 90 days following such judgment or decree and is not
discharged, waived or stayed or (ix) the failure of any Subsidiary Guarantee of
the Securities by a Subsidiary Guarantor made pursuant to Section 1020 of the
Indenture to be in full force and effect (except as contemplated by the terms
thereof or of the Indenture) or the denial or disaffirmation in writing by any
such Subsidiary Guarantor of its obligations under the Indenture or its
Subsidiary Guarantee if such Default continues for 10 days. If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least a
majority in principal amount of the outstanding applicable Securities may
declare all such 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.
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 Securities unless it receives indemnity or security
reasonably satisfactory to it. 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 withhold from Securityholders
notice of any continuing Default or Event of Default (except a Default or Event
of Default in payment of principal or interest) if it determines that
withholding notice is in their interest.
15. Trustee Dealings with the Company
Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company, the Subsidiary Guarantors or their
affiliates and may otherwise deal with the Company, the Subsidiary Guarantors or
their 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 Subsidiary Guarantors shall not have any liability for any
obligations of the Company or the Subsidiary Guarantors under the Securities,
the Subsidiary Guarantees or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. 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 authorized signatory
of the Trustee (or an authenticating agent acting on its behalf) 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 entirety), 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.
20. Governing Law
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST
EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
The Company will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture.
Requests may be made to:
Rent-A-Center, Inc.
5700 Tennyson Parkway
Third Floor
Plano, Texas 75024
Attention of Robert D. Davis, Chief Financial Officer
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SUBSIDIARY GUARANTEE
1. Guarantee
The Subsidiary Guarantor, jointly and severally with each
other Subsidiary Guarantor, as a primary obligor and not merely as a surety,
irrevocably and unconditionally Guarantees on an unsecured senior subordinated
basis the performance and punctual payment when due, whether at Stated Maturity,
by acceleration or otherwise, all obligations of the Company under the Indenture
and the Securities, whether for payment of principal of or interest on the
Securities, expenses, indemnification or otherwise all in accordance with the
terms set forth in Article XIV of the Indenture. The Subsidiary Guarantor also
agrees to pay any and all costs and expenses (including reasonably attorney's
fees and expenses) incurred by the Trustee or any Holders in enforcing any
rights under this Subsidiary Guarantee, indemnification or otherwise.
This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Security upon which
this Subsidiary Guarantee is noted shall have been executed by the Trustee under
the Indenture by the manual signature of one of its authorized officers.
The obligations of the Subsidiary Guarantor shall be limited
to the extent set forth in Article XIV of the Indenture.
This Subsidiary Guarantee shall be governed by and construed
in accordance with the laws of the State of New York without regard to the
principles of conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby.
This Subsidiary Guarantee is subject to release upon the terms
set forth in the Indenture.
COLORTYME, INC.
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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SUBSIDIARY GUARANTEE
1. Guarantee
The Subsidiary Guarantor, jointly and severally with each
other Subsidiary Guarantor, as a primary obligor and not merely as a surety,
irrevocably and unconditionally Guarantees on an unsecured senior subordinated
basis the performance and punctual payment when due, whether at Stated Maturity,
by acceleration or otherwise, all obligations of the Company under the Indenture
and the Securities, whether for payment of principal of or interest on the
Securities, expenses, indemnification or otherwise all in accordance with the
terms set forth in Article XIV of the Indenture. The Subsidiary Guarantor also
agrees to pay any and all costs and expenses (including reasonably attorney's
fees and expenses) incurred by the Trustee or any Holders in enforcing any
rights under this Subsidiary Guarantee, indemnification or otherwise.
This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Security upon which
this Subsidiary Guarantee is noted shall have been executed by the Trustee under
the Indenture by the manual signature of one of its authorized officers.
The obligations of the Subsidiary Guarantor shall be limited
to the extent set forth in Article XIV of the Indenture.
This Subsidiary Guarantee shall be governed by and construed
in accordance with the laws of the State of New York without regard to the
principles of conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby.
This Subsidiary Guarantee is subject to release upon the terms
set forth in the Indenture.
ADVANTAGE COMPANIES, INC.
By:
----------------------------------------
Name:
-----------------------------------
Title:
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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:
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(Signature must be guaranteed)
- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in the Securities Transfer Agents Medallion Program ("STAMP") or such
other signature guarantee medallion program as may be approved by the Security
Registrar in addition to or substitution for, STAMP), pursuant to S.E.C. Rule
17Ad-15.
In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:
CHECK ONE BOX BELOW:
[ ] 1 acquired for the undersigned's own account, without transfer; or
[ ] 2 transferred to the Company; or
[ ] 3 transferred pursuant to and in compliance with Rule 144A under the
Securities Act of 1933; or
[ ] 4 transferred pursuant to an effective registration statement under the
Securities Act; or
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[ ] 5 transferred pursuant to and in compliance with Regulation S under the
Securities Act of 1933; or
[ ] 6 transferred to an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933), that
has furnished to the Trustee a signed letter containing certain
representations and agreements (the form of which letter appears as
Exhibit E to the Indenture); or
[ ] 7 transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933.
Unless one of the boxes is checked, the Trustee may refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request 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 of 1933, such as the exemption provided by
Rule 144 under such Act.
---------------------------------
Signature
Signature Guarantee:
- --------------------------------- ---------------------------------
(Signature must be guaranteed) Signature
------------------------------------------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions) with
membership in the Securities Transfer Agents Medallion Program ("STAMP") or such
other signature guarantee medallion program as may be approved by the Note
Registrar in addition to or substitution for STAMP, pursuant to S.E.C. Rule
17Ad-15.
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[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been
made:
<Table>
<Caption>
Principal Amount of Signature of
Amount of decrease in Amount of increase in this Global Note authorized signatory
Date of Principal Amount of Principal Amount of following such of Trustee or Notes
Exchange this Global Note this Global Note decrease or increase Custodian
</Table>
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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 1016 or 1017 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 1016 or 1017 of the Indenture,
state the amount in principal amount (must be integral multiple of $1,000): $
- --------------------------------------------------------------------------------
Date: Your Signature:
---------------------------- ---------------------
Signature Guarantee:
-----------------------------------------------
(Signature must be guaranteed)
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions) with
membership in the Securities Transfer Agents Medallion Program ("STAMP") or such
other signature guarantee medallion program as may be approved by the Note
Registrar in addition to or substitution for STAMP, pursuant to S.E.C. Rule
17Ad-15.