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EXHIBIT 4.7
RENTERS CHOICE, INC.,
as Issuer,
the SUBSIDIARY GUARANTORS named herein,
as Guarantors
and
IBJ XXXXXXXX BANK & TRUST COMPANY
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 31, 1998
to
INDENTURE
Dated as of August 18, 1998
between
RENTERS CHOICE, INC., as Issuer
the SUBSIDIARY GUARANTORS named therein, as Guarantors
and
IBJ XXXXXXXX BANK & TRUST COMPANY, as Trustee
$175,000,000
11% SENIOR SUBORDINATED NOTES DUE 2008
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This FIRST SUPPLEMENTAL INDENTURE, dated as of December 31, 1998, is
entered into by and among Renters Choice, Inc., a Delaware corporation (the
"Company"), Rent-A-Center, Inc., a Delaware corporation ("Sub RAC"), ColorTyme,
Inc., a Texas corporation ("ColorTyme"), Advantage Companies, Inc., a Delaware
corporation ("Advantage") and IBJ Xxxxxxxx Bank & Trust Company, 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 August 18, 1998 (the "Indenture"), providing
for the issuance of its 11% Senior Subordinated Notes due 2008 (the "Initial
Notes") and, when and if issued as provided in the Exchange and Registration
Rights Agreement, 11% Senior Subordinated Notes due 2008 (the "Exchange Notes"
and, together with the Initial Notes, the "Securities"); and
WHEREAS, ColorTyme and Sub RAC are currently Subsidiary Guarantors
under such Indenture; and
WHEREAS, the Company intends to merge Sub RAC with and into the Company
effective upon the close of business on December 31, 1998 (the "Merger"),
whereupon the Company will be the surviving corporation following the Merger
and, pursuant to Section 802 of the Indenture, will assume all of the
obligations and covenants of the Company under the Indenture; and
WHEREAS, upon the effective time of the Merger, the Company's name will
be changed to Rent-A-Center, Inc. ("Rent-A-Center"); and
WHEREAS, pursuant to Section 801 of the Indenture, this Merger is
permitted under the Indenture; and
WHEREAS, Sub RAC is currently a Restricted Subsidiary and a Subsidiary
Guarantor under the Indenture; and
WHEREAS, as a result of the Merger, the separate existence of Sub RAC
as a subsidiary of the Company will cease, and thus, will its designation as a
Subsidiary Guarantor under the Indenture; and
WHEREAS, pursuant to Section 1405 of the Indenture, the release of Sub
RAC as a Subsidiary Guarantor is permitted under the Indenture; and
WHEREAS, in connection with the Merger, certain non-operating assets
previously held by the Company and Sub RAC will be transferred to Advantage (the
"Transfer"); and
WHEREAS, pursuant to Section 1012 of the Indenture, the Transfer is
permitted under the Indenture; and
WHEREAS, as a result of such Transfer, the Company desires to have
Advantage become a Restricted Subsidiary under the Indenture; and
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WHEREAS, in consideration, in part, for the Transfer, Advantage agrees
to become a Subsidiary Guarantor by guaranteeing the obligations of the Company
under the Indenture in accordance with the terms thereof; and
WHEREAS, pursuant to Section 1020 of the Indenture, the addition of
Advantage as a Subsidiary Guarantor is permitted under the Indenture; and
WHEREAS, Advantage has been duly authorized by its Board of Directors
to enter into, execute and deliver this First 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, Sub RAC,
ColorTyme, Advantage and the Trustee agree as follows:
SECTION 1. The Trustee hereby consents to the Merger and the release of Sub RAC
as a Subsidiary Guarantor. The Company hereby acknowledges that the obligations
of Sub RAC under the Guarantee previously made by Sub RAC shall now be treated
as the obligations of the Company under the Indenture, as the surviving entity
pursuant to the Merger.
SECTION 2. The Trustee hereby consents to the Transfer and to the addition of
Advantage as an additional Subsidiary Guarantor under the Indenture.
Simultaneously with the Merger (the "Effective Time"), Advantage shall become,
and ColorTyme shall continue to be, a "Subsidiary Guarantor" under and as
defined in the Indenture, and at the Effective Time, Advantage shall assume all
the obligations of a Subsidiary Guarantor under the Securities and the Indenture
as described in the Indenture. Advantage hereby, jointly and severally,
unconditionally guarantees the full and prompt payment of the principal of,
premium, if any, and interest on the Securities under the Indenture in
accordance with the terms of the Securities and the Indenture.
SECTION 3. Except as expressly supplemented by this First Supplemental
Indenture, the Indenture and the Securities issued thereunder are in all
respects ratified and confirmed and all of the rights, remedies, terms,
conditions, covenants and agreements of the Indenture and Securities issued
thereunder shall remain in full force and effect. Capitalized terms used herein
but not defined herein shall have the meaning provided in the Indenture.
SECTION 4. This First 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 First 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 First 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.
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SECTION 6. Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this First
Supplemental Indenture may refer to the Indenture without making specific
reference to this First Supplemental Indenture, but nevertheless all such
references shall include this First Supplemental Indenture unless the context
otherwise requires.
SECTION 7. This First 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 First
Supplemental Indenture and the Indenture, this First 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 First Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Company, Sub RAC, ColorTyme, and Advantage.
REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals, if any, to
be hereunder affixed and attested, all as of the day and year first above
written.
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
By: /s/ Xxxxxxx XxXxxxxxx
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Name: Xxxxxxx XxXxxxxxx
Title: Vice President
RENTERS CHOICE, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President and
Chief Operating Officer
RENT-A-CENTER, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
COLORTYME, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
ADVANTAGE COMPANIES, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
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