EXHIBIT 4.9
RENT-A-CENTER, INC.,
as Issuer,
COLORTYME, INC.
and
ADVANTAGE COMPANIES, INC.,
as Subsidiary Guarantors,
and
THE BANK OF NEW YORK,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 1, 2002
to
INDENTURE
Dated as of December 19, 2001
between
RENT-A-CENTER, INC.,
as Issuer,
COLORTYME, INC.
and
ADVANTAGE COMPANIES, INC.,
as Subsidiary Guarantors,
and
THE BANK OF NEW YORK, as Trustee
SERIES C AND SERIES D
11% SENIOR SUBORDINATED NOTES DUE 2008
This FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2002, is entered into
by and among Rent-A-Center, Inc., a Delaware corporation (the "Company"),
ColorTyme, Inc., a Texas corporation ("ColorTyme"), Advantage Companies, Inc., a
Delaware corporation ("Advantage" and, together with ColorTyme, the "Subsidiary
Guarantors"), 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 December 19, 2001 (the "Indenture"), providing for the
issuance of its 11% Senior Subordinated Notes due 2008, Series C (the "Series C
Notes") and, when and if issued, 11% Senior Subordinated Notes due 2008, Series
D (the "Series D Notes" and, together with the Series C Notes, the
"Securities"); and
WHEREAS, ColorTyme and Advantage are currently Subsidiary Guarantors under
the Indenture; and
WHEREAS, Section 901 of the Indenture permits the entering into of one or
more indentures supplemental to the Indenture for the purpose of, among other
things, curing any omission, defect or inconsistency as well as to make any
other change that does not adversely affect the rights of any Holder; and
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are
currently a party to that certain indenture, dated as of August 18, 1998, as
amended (the "Existing Indenture"); and
WHEREAS, the Company, prior to the date hereof, has issued $175,000,000 of
its 11% Senior Subordinated Notes due 2008 (the "Initial Notes") pursuant to the
Existing Indenture; and
WHEREAS, as reflected in the Recitals and Sections 305, 307 and 313 of the
Indenture, at the time the Company, the Subsidiary Guarantors and the Trustee
entered into the Indenture, it was intended that the Series D Notes under the
Indenture be issued in exchange for the Initial Notes under the Existing
Indenture as well as the Series C Notes under the Indenture, such that such
Initial Notes and Series C Notes would evidence the same underlying obligations
of indebtedness under the same series under the Indenture; and
WHEREAS, clause (iii) of the third paragraph of Section 303 of the
Indenture provides in part that the "Trustee shall authenticate . . . the Series
D Notes for original issue from time to time for issue only in exchange for a
like principal amount of Series C Notes, in each case upon a Company Order"; and
WHEREAS, in light of the intent of the parties at the time the Indenture
was entered into, the Company desires to correct clause (iii) of the third
paragraph of Section 303 of the Indenture to correctly reflect that the Series D
Notes may be issued in exchange for the Initial Notes as well as Series C Notes;
and
WHEREAS, such correction would cure an omission, correct an inconsistency
and would not adversely affect the rights of any Holder; and
WHEREAS, accordingly such correction is permitted under Section 901(i) and
901(ix) of the 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, the
Subsidary Guarantors 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. Clause (iii) of the third paragraph of Section 303 of the Indenture
is hereby amended (the "Section 303 Amendment") to read in its entirety as
follows:
"(iii) the Series D Notes for original issue from time to time for issue
only in exchange for a like principal amount of Existing Notes and Series C
Notes, in each case upon Company Order."
SECTION 3. The fourth paragraph of Section 305 (the "Section 305 Amendment") is
hereby amended by inserting the phrase "Existing Notes and" immediately prior to
each and every instance where the words "Section C Notes" appear in such
paragraph.
SECTION 4. The second paragraph of Section 4 "Indenture" of the Form of Series D
Note set forth in Section 204 of the Indenture (the "Section 204 Amendment" and,
together with the Section 303 Amendment and the Section 305 Amendment, the
"Amendments") is hereby amended by deleting the third sentence of such paragraph
and replacing such third sentence with the sentence "The Securities include the
Series C Notes and any Series D Notes issued in exchange for the Existing Notes
and Series C Notes pursuant to the Indenture and the Registration Rights
Agreement."
SECTION 5. The Trustee hereby consents to the Amendments as set forth in Section
2, Section 3 and Section 4 above.
SECTION 6. 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.
SECTION 7. 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 8. 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.
SECTION 9. 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
-2-
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 10. This First Supplemental Indenture shall be deemed to have become
effective upon the date first above written.
SECTION 11. In the event of a conflict between the terms of this First
Supplemental Indenture and the Indenture, this First Supplemental Indenture
shall control.
SECTION 12. 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 and the Subsidiary Guarantors.
REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK
-3-
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.
THE BANK OF NEW YORK,
as Trustee
By: /s/ VAN K. BROWN
--------------------------------
Name: Van K. Brown
Title: Vice President
RENT-A-CENTER, INC.
By: /s/ MITCHELL E. FADEL
---------------------------------
Mitchell E. Fadel, President
COLORTYME, INC.
By: /s/ MITCHELL E. FADEL
---------------------------------
Mitchell E. Fadel, Vice President
ADVANTAGE COMPANIES, INC.
By: /s/ MITCHELL E. FADEL
---------------------------------
Mitchell E. Fadel, Vice President
-4-