Exhibit 10.3


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR
TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.


 


THIS
INSTRUMENT IS SUBJECT TO THE SUBORDINATION AGREEMENT DATED AS OF
OCTOBER 26, 1999, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO
SUBORDINATION AGREEMENT DATED MAY 22, 2001, AND AS FURTHER AMENDED, MODIFIED,
RESTATED AND SUPPLEMENTED FROM TIME TO TIME, BY AND AMONG ADVANCE AMERICA, CASH
ADVANCE CENTERS, INC. AND ITS SUBSIDIARIES AND AFFILIATES IDENTIFIED THEREIN,
BANK OF AMERICA, N.A., AND CERTAIN HOLDERS OF DEBT OF ADVANCE AMERICA, CASH
ADVANCE CENTERS THAT, AMONG OTHER THINGS, CONTAINS PROVISIONS SUBORDINATING THE
OBLIGATIONS OF ADVANCE AMERICA, CASH ADVANCE CENTERS, INC. AND ITS SUBSIDIARIES
AND AFFILIATES HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OF THE
GUARANTORS) TO THE OBLIGATIONS OF ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.
AND ITS SUBSIDIARIES AND AFFILIATES TO THE SENIOR CREDITORS DEFINED IN SAID
SUBORDINATION AGREEMENT AND LIMITING THE RIGHTS OF THE HOLDER OF THIS
INSTRUMENT TO RECEIVE PAYMENTS HEREUNDER AND ACCELERATE THE MATURITY HEREOF, TO
WHICH PROVISIONS SUCH HOLDER, BY ACCEPTANCE HEREOF, AGREES.


 


	
  No.
  [       ]

  	
   

  	
  $[             ]

  



 


ADVANCE
AMERICA, CASH ADVANCE CENTERS, INC.


 


10%
Subordinated Note Due 2004


 


ADVANCE
AMERICA, CASH ADVANCE CENTERS, INC., a Delaware corporation (together with its
successors, transferees and assigns, the “Issuer”),
for value received, hereby promises to pay, subject to Section 4
below, to the order of
[               ]
(the “Holder”), the principal sum
of
[               ]
($[               ]),
by wire transfer of immediately available funds to the Holder’s account (the “Bank Account”) at a bank located in the
United States specified by the Holder from time to time, on October 15,
2004 (the “Maturity Date”), in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay,
subject to Section 4 below, interest, in arrears, on the first day
of January, April, July and October (unless such day is not a
Business Day, in which event on the next succeeding Business Day) of each year
in which this Note remains outstanding and on the Maturity Date (each such
date, an “Interest Payment Date”),
commencing with
[               ],
on the unpaid principal sum hereof outstanding in like coin or currency, at the
rates per annum set forth below, by wire transfer of immediately available
funds to the Bank Account, from the most recent Interest Payment Date to which
interest has been paid in full on this Note, or if no interest has been paid on
this Note, from [               ],
[      ] until payment in full of the principal sum
hereof has been made.


 


This
Note shall bear interest, commencing
[               ],
[      ], at a rate per annum (the “Interest Rate”) equal to 10%.  Interest on this Note will be calculated on
the basis of a 365 day year for the actual number of days elapsed; provided
that the Issuer shall pay interest on overdue principal at a rate per annum
equal to 18% (the “Overdue Rate”),
and interest on overdue installments of interest, to the extent lawful, at the
Overdue Rate.


 

















 


Upon
the occurrence and continuation of a Payment Default (as defined below) with
respect to this Note, at the option and upon demand of the Holder of this Note,
the Issuer shall pay any overdue interest on this Note through the issuance of
additional Notes (“Additional Securities”).  Such Additional Securities shall be issued in an aggregate
principal amount equal to the amount of overdue interest payable with respect
to this Note and such Additional Securities shall be identical to this Note except
that such Additional Notes shall bear interest at the Overdue Rate and shall be
payable on demand and shall contain such other terms and conditions reasonably
satisfactory to the Holder.


 


Section 1.                                            Certain Terms Defined.


 


(a)                                  The following terms for all purposes of this
Note shall have the respective meanings specified below.


 


“Affiliate” means,
with respect to any specified Person, any other Person directly or indirectly
controlling, controlled by, or under common control with such other
Person.  For the purposes of this
definition, the term “control”
(including with correlative meanings, the terms “controlling”, “controlled
by” and “under common control
with”), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of
voting securities or by contract or otherwise.


 


“Business Day” means
any day except a Saturday, Sunday or other day on which commercial banks in the
City of Chicago or The City of New York are authorized by law to close.


 


“Capital Lease Obligations”
means any amount payable with respect to any lease of any tangible or
intangible property (whether real, personal or mixed), however denoted, which
is required by GAAP to be reflected as a liability on the face of the balance
sheet of the lessee thereunder.


 


“Common Stock”
means, with respect to the Issuer, any and all shares of common stock of the
Issuer.


 


“Indebtedness” means
for any Person without duplication: (a) all indebtedness, whether or not
represented by bonds, debentures, notes, securities, or other evidences of
indebtedness, for the repayment of money borrowed by such Person, (b) all
indebtedness representing deferred payment of the purchase price of property or
assets, except account payables or other obligations to trade creditors which
have been incurred in the ordinary course of business, (c) all Capital Lease
Obligations of such Person, (d) all indebtedness under guarantees,
endorsements, assumptions, or other contractual obligations of such Person,
including any letters of credit of such Person, or the obligations of such
Person in respect of, or to purchase or otherwise acquire, indebtedness of
others, (e) all indebtedness secured by a Lien existing on property owned by
such Person, whether or not the indebtedness secured thereby shall have been
assumed by such Person, (f) trade accounts payable more than one hundred twenty
(120) days past due, (g) all amendments, renewals, extensions, modifications
and refundings of any indebtedness or obligations referred to in clauses (a),
(b), (c), (d), (e) or (f).


 


2

















 


“Initial Shareholders” means
GDJ, Jr. Investments Limited Partnership, Stewart H. Johnson, Breeden
Investment Company, L.P., A. Foster Chapman, AAI/GDJ, III Trust dated 04/21/98,
AAI/SPJ Trust dated 04/21/98, Brannon Investments, L.P., S.P. Johnson
Irrevocable Trust Dtd. 12/13/94, Columbia Investments, L.L.C., Laurel
Investment Partners, L.L.C., and Beach Wheats Limited Partnership, or any of
their Affiliates.


 


“GAAP” means United
States generally accepted accounting principles as in effect from time to time.


 


“Lien” means any
lien, mortgage, security interest, tax lien, pledge, encumbrance, financing
statement, or conditional sale or title retention agreement, or any other
interest in property designed to secure the repayment of Indebtedness or any
other obligation, whether arising by agreement, operation of law, or otherwise.


 


“Other Acceleration Event”
means the acceleration of the principal amount of Indebtedness of the Issuer
(other than such Indebtedness in an aggregate principal amount not in excess of
$1,000,000) in advance of the stated maturity therefor, whether such
acceleration is voluntary, involuntary, by declaration or otherwise or the
failure to pay such Indebtedness upon the stated maturity therefor.


 


“Payment Default”
means the failure to pay, when due (whether upon maturity, acceleration,
redemption or otherwise), any principal of or interest on this Note and, other
than with respect to the payment of principal, such failure shall continue for
more than five days.


 


“Permitted Indebtedness”
shall mean any Indebtedness permitted to be contracted, created, incurred or
assumed or permitted to exist pursuant to the provisions of Section 8.1 of
the Senior Loan Agreement.


 


“Permitted Liens”
shall have the meaning given such term in the Senior Loan Agreement.


 


“Person” means any
individual, sole proprietorship, corporation, business trust, unincorporated
organization, association, company, partnership, limited liability company,
joint venture, governmental authority (whether a national, federal, state,
county, municipality or otherwise, and shall include without limitation any
instrumentality, division, agency, body or department thereof), or other
entity.


 


“Public Offering”
means the underwritten sale to the general public after the date hereof of
Common Stock pursuant to an effective registration statement under the
Securities Act of 1933, as amended (other than a registration statement on Form
S-4, Form S-8 or any successor forms).


 


“Senior Acceleration Event”
means (i) the acceleration of at least $1,000,000 of principal amount of Senior
Indebtedness in advance of the stated maturity therefor, whether such acceleration
is involuntary, by declaration or otherwise or the failure to pay such
Indebtedness upon the stated maturity therefor or (ii) a material breach by the
Issuer of any of its obligations to the Holder under the Subordination
Agreement.


 


3

















 


“Senior Indebtedness” means
all Indebtedness (whether now outstanding or hereafter incurred) of the Issuer
in respect of the Senior Loan Agreement, including, without limitation, all
principal, interest, fees, expenses, indemnities and all other amounts payable
under the Senior Loan Agreement and any notes, security documents, guarantees
or other loan documents referred to therein, and any amendments, modifications
or supplements to, or any renewals, extensions, deferrals, refinancings and
refundings of, any of the foregoing.


 


“Senior Loan Agreement” means the Amended and Restated Credit
Agreement dated as of May 22, 2001 by and among Issuer (as borrower), the
subsidiaries and affiliates of the Issuer identified therein (as guarantors),
the lenders identified therein and Bank of America, N.A., (as Administrative
Agent) and all agreements, documents and instruments delivered pursuant thereto
in connection with the loans and advances made thereunder, as such agreements and
documents may be amended, amended and restated, supplemented, consolidated or
otherwise modified from time to time in accordance with the terms and
provisions of the Subordination Agreement.


 


“Subordination Agreement” means the Subordination Agreement dated
October 26, 1999 among the Issuer, its subsidiaries and affiliates
identified therein, the Subordinated Creditors identified therein, the Senior
Creditors identified therein and Bank of America, N.A., as  Administrative Agent for the Senior
Creditors, as amended by that certain First Amendment to Subordination
Agreement dated May 22, 2001, and as otherwise amended, amended and restated,
supplemented, consolidated or otherwise modified from time to time.


 


(b)                                 Each of the following terms is defined in the
Section set forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Additional
  Securities

  	
   

  	
  Recitals

  
	
  Bank
  Account

  	
   

  	
  Recitals

  
	
  Change
  of Control

  	
   

  	
  3.2

  
	
  Events
  of Default

  	
   

  	
  2.1

  
	
  Holder

  	
   

  	
  Recitals

  
	
  Interest
  Payment Date

  	
   

  	
  Recitals

  
	
  Interest
  Rate

  	
   

  	
  Recitals

  
	
  Issuer

  	
   

  	
  Recitals

  
	
  Overdue
  Rate

  	
   

  	
  Recitals

  
	
  Prepayment
  Notice

  	
   

  	
  3.2

  



 


Section 2.                                            Events
of Default and Remedies.


 


Section 2.1.                                   Event of Default
Defined: Acceleration of Maturity: Waiver of Default.  In case one or more of the following events (“Events of Default”) (whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing:


 


(a)                                  a
Payment Default;


 


(b)                                 a
Senior Acceleration Event or an Other Acceleration Event;


 


4

















 


(c)                                  the
Issuer shall permit or suffer to exist the entry of a decree or order for
relief, entered by a court of competent jurisdiction, in respect of the Issuer
in an involuntary case under any applicable bankruptcy, insolvency or other
similar law relating to or affecting creditors’ rights generally now or
hereafter in effect, or appointing a receiver, liquidator, custodian, trustee,
sequestrator (or similar official) of the Issuer or for any substantial part of
the property of the Issuer or ordering the winding up or liquidation of the
affairs of the Issuer or any such case or proceeding shall have been commenced
against the Issuer seeking such a decree or order which remains unstayed and in
effect or has not been dismissed for a period of 90 days; or


 


(d)                                 the
Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law relating to or affecting creditors’ rights
generally now or hereafter in effect, or consent to the entry of an order for
relief in an involuntary case under any such law, or consent to the appointment
or taking possession by a receiver, liquidator, custodian, trustee, sequestrator
(or similar official) of the Issuer or for any substantial part of the property
of the Issuer or the Issuer shall make any general assignment for the benefit
of creditors;


 


then, and in each and every such case, other than an Event of Default
described in clauses (a) and (b) above, the aggregate outstanding principal
amount of this Note, together with accrued and unpaid interest thereon, shall
become and be immediately due and payable without any declaration, presentment,
demand, protest, notice of default, notice of acceleration or other act on the
part of the Holder, all of which are hereby expressly waived.  Subject to Section 4 hereof,
upon the occurrence of an Event of Default described in clauses (a) or (b), the
Holder of this Note may (in addition to any other right, power or remedy
permitted to the Holder by law) declare the entire aggregate outstanding
principal amount of this Note due and payable and the same, together with any
accrued and unpaid interest thereon, shall thereupon become forthwith due and
payable, without any presentment, demand, protest, notice of default, notice of
acceleration or other notices of any kind, all of which are hereby expressly
waived.


 


Section 2.2.                                   Powers and
Remedies Cumulative; Delay or Omission Not Waiver of Default.  No right or remedy herein conferred upon or
reserved to the Holder is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or remedy.


 


No delay or omission of the Holder to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such
Event of Default or an acquiescence therein; and every power and remedy given
by this Note or by law may be exercised from time to time, and as often as
shall be deemed expedient, by the Holder.


 


Any term or provision of this Note (including this Section 2.2)
to the contrary notwithstanding, the Holder shall have no right (directly or
indirectly) to exercise, nor shall any Holder in fact exercise (directly or
indirectly), any rights or remedies against the Issuer, any of its subsidiaries
or any of their respective assets in respect of any breach hereunder or
otherwise, nor shall the Holder commence (directly or indirectly) any
litigation, action or other proceeding


 


5

















 


against any of the foregoing in respect of any breach hereunder or
otherwise, unless (but only unless) an Event of Default has occurred and is
continuing, and, in such event, the exercise of any such right or remedy shall
be subject to Section 4 hereof.


 


Section 2.3.                                   Waiver of Past
Defaults.  The Holder may waive any past
Event of Default hereunder and its consequences.  In the case of any such waiver, the Issuer and the Holder shall
be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereon.


 


Upon any such waiver, such Event of Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Note; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon.


 


Section 3.                                            Redemption
and Prepayment.


 


Section 3.1.                                   Optional
Redemption.


 


(a)                                  So
long as no default exists or would occur under or in respect of any Senior
Indebtedness, the Issuer at its option may at any time redeem all, or from time
to time any part of, the principal amount of this Note, without penalty or
premium, at a price equal to 100% of the principal amount of this Note so
redeemed, together with accrued and unpaid interest through the date of
redemption, by giving at least five (5) days notice of such redemption to the
Holder, specifying the date of redemption, the portion of this Note to be
redeemed, the place to surrender this Note and the redemption price.


 


(b)                                 In
the event the Issuer shall redeem this Note or any portion hereof, the Holder
hereby agrees to surrender this Note for payment of the redemption price at the
times and at the place and in the manner instructed by Issuer.  Upon payment of the redemption price of the
portion of this Note called for redemption, interest on the principal amount of
this Note so called for redemption shall cease to accrue (regardless of the
failure, if any, of the Holder to surrender this Note for payment as described
above), and all rights of the Holder thereof (except the right to receive from
the Issuer the redemption price) shall cease. Upon surrender in accordance with
said instructions of the Issuer to the Holder of this Note (properly endorsed
or assigned for transfer, if the Board of Directors of the Issuer shall so
require), this Note (or portion hereof) shall be redeemed by the Issuer at the
aforesaid redemption price.  In case this
Note is redeemed in part, a new Note, in substantially the same form and
incorporating substantially the same terms as this Note, shall be issued to the
Holder representing the unredeemed portion of this Note without cost to the
Holder hereof.


 


Section 3.2.                                   Prepayment upon
Change of Control and Public Offering.


 


(a)                                  If
there shall occur a Change of Control (as defined below) or a Public Offering,
the Holder shall have the right, at such Holder’s option, to require the Issuer
to prepay, and upon the exercise of such right the Issuer shall prepay:  (i) in the case of a Change of Control,
the aggregate principal amount of this Note outstanding as of the date of
prepayment, together with accrued and unpaid interest through the date of
prepayment, or (ii) in the case of a Public


 


6

















 


Offering, an amount equal to the lesser of (A)  the aggregate
principal amount of this Note outstanding, plus all accrued and unpaid interest
thereon to the date of prepayment or (B) the product of 2.5% of the net
proceeds to the Issuer from a Public Offering. 
All prepayments made pursuant to this Section 3.2(a) shall
be applied first to all accrued and unpaid interest and second to outstanding
principal.  For purposes of this Section 3.2,
“Change of Control” means the
sale, transfer or other disposition by the Initial Shareholders, in a single
transaction or a series of transactions, of more than 25% of the Common Stock
that is issued and outstanding to another Person or Persons.


 


(b)                                 On
or before the tenth day after the occurrence of a Change of Control or a Public
Offering, the Issuer shall send the Holder a written notice (a “Prepayment Notice”) advising such Holder
of its rights hereunder and specifying the date, not less than 20 nor more than
60 days after the date such notice is delivered to such Holder, on which the
Issuer proposes to prepay this Note (or portion hereof) if the Holder requests
prepayment pursuant to this Section 3.2(b); provided that no
failure of the Issuer to give such notice shall limit the rights of the Holder
hereunder.  If the Holder wishes to
exercise its rights hereunder it shall deliver to the Issuer, on or before the
fifteenth day after receipt of the Prepayment Notice, written notice (which
shall be irrevocable) of such Holder’s exercise of such right, which notice
shall set forth the name of the Holder and the aggregate principal amount of
this Note held by such Holder as to which an election to exercise its rights
hereunder is being made.


 


(c)                                  From
and after the prepayment date set forth in the Prepayment Notice (unless an
Event of Default shall be made by the Issuer in providing money for the
prepayment of this Note or portion hereof), interest on the principal amount of
this Note to be prepaid, if the Holder elected to have this Note (or portion
hereof) prepaid as set forth in the foregoing paragraph (b), shall cease to
accrue, and all rights of the Holder with respect to this Note (except the
right to receive from the Issuer such prepayment) shall cease.  Upon surrender in accordance with said
notice of the certificate for this Note so required to be prepaid (properly
endorsed or assigned for transfer, if the Board of Directors of the Issuer
shall so require and the Prepayment Notice shall so state), this Note (or
portion hereof) shall be prepaid by the Issuer in the amount required by Section 3.2(a).  In case this Note is prepaid in part, a new
Note, in substantially the same form and incorporating substantially the same
terms as this Note, shall be issued to the Holder representing the unpaid
portion of this Note without cost to the Holder thereof.


 


Section 4.                                            Subordination.  The Issuer covenants and agrees and the
Holder, by its acceptance hereof likewise covenants and agrees, in each case
notwithstanding any other provisions of this Note or any other agreement,
document or instrument (it being the express agreement of such Holder that the
provisions of this Section 4 and thereby the provisions of the
Subordination Agreement shall govern in the event of any conflicting terms or
provisions herein or otherwise), that this Note shall be issued subject to the
provisions of the Subordination Agreement; and the Person holding this Note,
whether upon original issue or upon transfer, assignment or exchange thereof
accepts and agrees that the payment of the principal of, interest on or any
other amounts or obligations (monetary or otherwise) on, under or in respect of
this Note by or on behalf of the Issuer shall, to the extent and in the manner
set forth in the Subordination Agreement, be subordinated and junior in right
of payment, to the prior payment in full in cash of all Senior Indebtedness.


 


7

















 


Section 5.                                            Miscellaneous.


 


Section 5.1.                                   Modification of
Notes.  This Note may be modified
with the written consent of the Issuer and the Holder.  The Holder may waive compliance by the
Issuer of any provision of this Note.


 


Section 5.2.                                   Miscellaneous.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of South Carolina
applicable to contracts made and to be performed therein and without regard to
such State’s conflict of law provisions; the rights and remedies of the parties
hereunder shall be determined in accordance with the laws of South
Carolina.  The Issuer and the Holder
acknowledge that the provisions of this Section 5.2 are just, fair
and reasonable to the parties and the parties’ respective agents, employees and
representatives.  The Issuer and the
Holder further acknowledge that such provisions represent terms which have been
bargained for in the course of the parties’ discussions and negotiations
leading to the agreement, and that the bargaining power of the Issuer and the
Holder is approximately equal in the matters set forth in this agreement.  The Issuer hereby waives presentment,
demand, notice, protest and all other demands and notices in connection with
the delivery, acceptance, performance and enforcement of this Note, except as
specifically provided herein, and consents to extensions of the time of
payment, or forbearance or other indulgence without notice. The Holder by
acceptance of this Note agrees to be bound by the provisions of this Note and
the Subordination Agreement.  The
Section headings herein are for convenience only and shall not affect the
construction hereof.


 


Section 5.3.                                   Transfer.  This Note is registered on the books of the
Issuer and is transferable only upon the prior written consent of Issuer (which
consent may not be unreasonably withheld) and only by surrender thereof at the
principal office of Issuer duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered Holder of this Note or its attorney
duly authorized in writing.  Any such
transferee shall be deemed a Holder hereunder.


 


Section 5.4.                                   Seller
Representative.  The Holder hereby
consents and approves to the appointment of Steve A. McKenzie as initial Seller
Representative and hereby agrees that the Seller Representative may act, and
receive notices, on behalf of the Holder as specified and provided in this
Note.  If Steve A. McKenzie or his duly
approved successor or assign ceases for any reason to act in the capacity of
Seller Representative and no Person is approved by the Issuer and a majority of
the holders of the aggregate outstanding principal amount of all subordinated
notes issued by the Company with a Maturity Date of October 15, 2004, as a
successor or assign thereof, all references to Seller Representative contained
in this Note shall be deemed to mean the Holder of this Note.


 


8

















 


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed as of this [      ] day of [               ],
[        ].


 


 


	
   

  	
  ADVANCE AMERICA, CASH

  ADVANCE CENTERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its: