EXHIBIT 4.8
RENT-A-CENTER, INC.,
as Issuer,
the GUARANTORS named herein,
as Guarantors,
and
THE BANK OF NEW YORK,
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of May 7, 2004
to
INDENTURE
Dated as of May 6, 2003
between
RENT-A-CENTER, INC., as Issuer,
the GUARANTORS named therein, as Guarantors,
and
THE BANK OF NEW YORK, as Trustee
$300,000,000
SERIES B
7 1/2% SENIOR SUBORDINATED NOTES DUE 2010
This THIRD SUPPLEMENTAL INDENTURE, dated as of May 7, 2004, is entered
into by and among Rent-A-Center, Inc., a Delaware corporation (the "COMPANY"),
Rent-A-Center East, Inc., a Delaware corporation ("RAC EAST"), ColorTyme, Inc.,
a Texas corporation ("COLORTYME"), Rent-A-Center West, Inc., a Delaware
corporation ("RAC WEST"), Get It Now, LLC, a Delaware limited liability company
("GET IT NOW"), Rent-A-Center Texas, L.P., a Texas limited partnership ("RAC
TEXAS, LP"), Rent-A-Center Texas, L.L.C., a Nevada limited liability company
("RAC TEXAS, LLC"), Rent-A-Center International, Inc., a Delaware corporation
("RAC INTERNATIONAL"), Rent-A-Center Addison, L.L.C., a Delaware limited
liability company ("RAC ADDISON"), RAC National Product Service, LLC, a Delaware
limited liability company ("RAC NATIONAL"), RAC RR, Inc., a Delaware corporation
("RAC RR"), and The Bank of New York, a New York banking corporation, as Trustee
(the "TRUSTEE").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of May 6, 2003, as supplemented by the First Supplemental
Indenture, dated December 4, 2003, and the Second Supplemental Indenture, dated
April 26, 2004, by and among the Company, RAC East, ColorTyme, RAC West, Get It
Now, RAC Texas, LP, RAC Texas, LLC, RAC International, RAC Addison, RAC National
and the Trustee (the "INDENTURE"), providing for the issuance of its 7-1/2%
Series B Senior Subordinated Notes due 2010 (the "NOTES"); and
WHEREAS, RAC East, ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC
Texas, LLC, RAC International, RAC Addison and RAC National are currently
Guarantors under the Indenture; and
WHEREAS, RAC East has formed RAC RR as a wholly-owned subsidiary; and
WHEREAS, the Company is a party to that certain Agreement and Plan of
Merger and Reorganization (the "MERGER AGREEMENT"), dated as of April 27, 2004,
by and among the Company, RAC RR, and Rent Rite, Inc. d/b/a Rent Rite Rental
Purchase, a Tennessee corporation ("RENT RITE"), pursuant to which Rent Rite
will merge with and into RAC RR (the "MERGER"), with RAC RR continuing as the
surviving entity; and
WHEREAS, the Company has designated RAC RR as a Restricted Subsidiary
under the Indenture to be effective immediately prior to consummation of the
Merger; and
WHEREAS, pursuant to Section 1012 and 1009 of the Indenture, the Merger is
permitted under the Indenture; and
WHEREAS, pursuant to Section 1020 of the Indenture, the addition of RAC RR
as a Guarantor is required under the Indenture; and
WHEREAS, RAC RR has agreed to become a Guarantor by guaranteeing the
obligations of the Company under the Indenture in accordance with the terms
thereof; and
WHEREAS, RAC RR has been duly authorized to enter into, execute and
deliver this Third Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the premises and covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, RAC East,
ColorTyme, RAC
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West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC International, RAC Addison,
RAC National, RAC RR and the Trustee agree as follows:
SECTION 1. Capitalized terms used herein but not defined herein shall have
the meaning provided in the Indenture.
SECTION 2. The Trustee hereby consents to the Merger and the addition of
RAC RR as an additional Guarantor under the Indenture. As of the date hereof
(the "EFFECTIVE TIME"), RAC RR shall become, and each of RAC East, ColorTyme,
RAC West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC International, RAC
Addison and RAC National shall continue to be, a "Guarantor" under and as
defined in the Indenture, and at the Effective Time, RAC RR shall assume all the
obligations of a Guarantor under the Notes and the Indenture as described in the
Indenture. RAC RR hereby unconditionally guarantees the full and prompt payment
of the principal of, premium, if any, and interest on the Notes and all other
obligations of the Issuer and the Guarantors under the Indenture in accordance
with the terms of the Notes and the Indenture.
SECTION 3. Except as expressly supplemented by this Third Supplemental
Indenture, the Indenture and the Notes issued thereunder are in all respects
ratified and confirmed and all of the rights, remedies, terms, conditions,
covenants and agreements of the Indenture and Notes issued thereunder shall
remain in full force and effect.
SECTION 4. This Third Supplemental Indenture is executed and shall
constitute an indenture supplemental to the Indenture and shall be construed in
connection with and as part of the Indenture. This Third Supplemental Indenture
shall be governed by and construed in accordance with the laws of the
jurisdiction that governs the Indenture and its construction.
SECTION 5. This Third Supplemental Indenture may be executed in any number
of counterparts, each of which shall be deemed to be an original for all
purposes, but such counterparts shall together be deemed to constitute but one
and the same instrument.
SECTION 6. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Third Supplemental Indenture may refer to the Indenture without making specific
reference to this Third Supplemental Indenture, but nevertheless all such
references shall include this Third Supplemental Indenture unless the context
otherwise requires.
SECTION 7. This Third Supplemental Indenture shall be deemed to have
become effective upon the date first above written.
SECTION 8. In the event of a conflict between the terms of this Third
Supplemental Indenture and the Indenture, this Third Supplemental Indenture
shall control.
SECTION 9. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Third Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company, RAC East, ColorTyme, RAC West, Get It
Now, RAC Texas, LP, RAC Texas, LLC, RAC International, RAC Addison, RAC National
and RAC RR.
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IN WITNESS WHEREOF, the parties have caused this Third Supplemental
Indenture to be duly executed as of the day and year first above written.
THE BANK OF NEW YORK,
as Trustee
By: /s/ VAN X. XXXXX
----------------------------
Name: Van X. Xxxxx
--------------------------
Title: Vice President
--------------------------
RENT-A-CENTER, INC.
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
President and Chief Operating Officer
RENT-A-CENTER EAST, INC.
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
COLORTYME, INC.
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
RENT-A-CENTER WEST, INC.
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
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GET IT NOW, LLC
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
RENT-A-CENTER TEXAS, L.P.
By: Rent-A-Center East, Inc.,
its general partner
By: /s/ XXXXXXXX X. XXXXX
---------------------------------
Xxxxxxxx X. Xxxxx
Vice President
RENT-A-CENTER TEXAS, L.L.C.
By: /s/ XXXXX XXXXXXXX
-------------------------------------
Xxxxx Xxxxxxxx
President and Secretary
RENT-A-CENTER INTERNATIONAL, INC.
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
RENT-A-CENTER ADDISON, L.L.C.
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
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RAC NATIONAL PRODUCT SERVICE, LLC
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
RAC RR, INC.
By: /s/ XXXXXXXX X. XXXXX
-------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
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