EXHIBIT 4.2
RENT-A-CENTER, INC.,
as Issuer,
RENT-A-CENTER HOLDINGS, INC.,
as Guarantor,
the SUBSIDIARY GUARANTORS named herein,
as Guarantors,
and
THE BANK OF NEW YORK
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of December 31, 2002
to
INDENTURE
Dated as of December 19, 2001
between
RENT-A-CENTER, INC., as Issuer,
the SUBSIDIARY GUARANTORS named therein, as Guarantors,
and
THE BANK OF NEW YORK, as Trustee
$275,000,000
SERIES D
11% SENIOR SUBORDINATED NOTES DUE 2008
This THIRD SUPPLEMENTAL INDENTURE, dated as of December 31, 2002, is
entered into by and among Rent-A-Center, Inc., a Delaware corporation (the
"COMPANY"), Rent-A-Center Holdings, Inc., a Delaware corporation ("RAC
HOLDINGS"), ColorTyme, Inc., a Texas corporation ("COLORTYME"), Rent-A-Center
West, Inc., a Delaware corporation, formerly known as Advantage Companies, Inc.
("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"), 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, as supplemented by the
First Supplemental Indenture, dated May 1, 2002, between the Company, ColorTyme,
RAC West and the Trustee, and the Second Supplemental Indenture, dated September
30, 2002, between the Company, ColorTyme, RAC West, Get It Now and the Trustee
(the "INDENTURE") providing for the issuance of its 11% Senior Subordinated
Notes due 2008, Series D (the "NOTES"); and
WHEREAS, the Company has formed RAC Holdings as a wholly-owned
subsidiary of the Company; and
WHEREAS, RAC Holdings has formed RAC Merger Sub, Inc., a Delaware
corporation ("SUB RAC"), as a wholly-owned subsidiary of RAC Holdings; and
WHEREAS, the Company intends to merge Sub RAC with and into the Company
effective as of December 31, 2002 (the "MERGER"), whereupon the Company will
continue as the surviving corporation following the Merger; and
WHEREAS, pursuant to Section 801 of the Indenture, the Merger is
permitted under the Indenture; and
WHEREAS, upon the effective time of the Merger, the Company's name will
be changed to Rent-A-Center East, Inc. ("RAC EAST") and immediately thereafter,
RAC Holdings will change its name to Rent-A-Center, Inc.; and
WHEREAS, RAC Holdings will be deemed a successor issuer to the Company
under Rule 12g-3 of the Securities Exchange Act of 1934 and will therefore
assume the Company's filing obligations under Section 1019 of the Indenture (the
"ASSUMPTION OF FILING OBLIGATIONS"); and
WHEREAS, pursuant to Section 901(ix) of the Indenture, the Trustee is
permitted to amend the Indenture to allow for the Assumption of Filing
Obligations; and
WHEREAS, RAC Holdings will Guarantee the Notes under the Indenture (the
"GUARANTEE") and has been designated as a Unrestricted Subsidiary by the Company
under the Indenture; and
WHEREAS, pursuant to Section 901(iii) of the Indenture, the Trustee is
permitted to amend the Indenture to allow for the Guarantee; and
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WHEREAS, ColorTyme, RAC West and Get It Now are currently Subsidiary
Guarantors under such Indenture; and
WHEREAS, the Company has formed RAC Texas, LLC as a wholly-owned
subsidiary of the Company; and
WHEREAS, the Company has formed RAC Texas, LP as an indirect
wholly-owned subsidiary of the Company, the sole limited partner of which is RAC
Texas, LLC and the sole general partner of which is the Company; and
WHEREAS, in connection with the formation of each of RAC Texas, LP and
RAC Texas, LLC, certain assets held by the Company will be transferred to RAC
Texas, LP (the "TEXAS TRANSFER"); and
WHEREAS, in connection with the formation of each of RAC Texas, LP and
RAC Texas, LLC and the resulting Texas Transfer, the Company has designated each
of RAC Texas, LP and RAC Texas, LLC as a Restricted Subsidiary under the
Indenture; and
WHEREAS, certain assets held by the Company will also be transferred to
RAC West (together with the Texas Transfer, the "TRANSFERS"); and
WHEREAS, pursuant to Section 1009, 1012 and 1017 of the Indenture, the
Transfers are permitted under the Indenture; and
WHEREAS, in partial consideration for the Texas Transfer, each of RAC
Texas, LP and RAC Texas, LLC has agreed 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
each of RAC Texas, LP and RAC Texas, LLC as a Subsidiary Guarantor is required
under the Indenture; and
WHEREAS, in order to properly reflect the names of the parties to the
Indenture, the definition of "Company" in Section 101 of the Indenture shall
refer to RAC East (the "CONFORMING DEFINITION"); and
WHEREAS, in order to properly reflect the names of the parties to the
Indenture, the reference to Advantage Companies, Inc. in the definition of
"Subsidiary Guarantor" in Section 101 of the Indenture shall refer to RAC West
(together with the Conforming Definition, the "CONFORMING DEFINITIONS"); and
WHEREAS, pursuant to Section 901(ix) of the Indenture, the Trustee is
permitted to amend the Indenture to allow for the Conforming Definitions; and
WHEREAS, RAC East will establish a grantor trust (the "LITIGATION
TRUST") in order to provide better management of ongoing, ordinary course
litigation claims against the Company and its subsidiaries and to realize
certain tax efficiencies; and
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WHEREAS, RAC East will fund the Litigation Trust with treasury stock of
RAC Holdings held by the Company or previously unissued shares of Holdings to be
used in payment of finalized claims; and
WHEREAS, RAC East may contribute additional assets or cash to the
Litigation Trust from time to time for payment of such claims; and
WHEREAS, pursuant to Section 901(ix) of the Indenture, the Trustee is
permitted to amend the Indenture to allow for the formation, funding and
operation of the Litigation Trust; and
WHEREAS, each of the Company, RAC Holdings, ColorTyme, RAC West, Get It
Now, RAC Texas, LP and RAC Texas, LLC 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
Holdings, ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC Texas, LLC 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 Assumption of Filing Obligations
by Holdings, the related amendment to Section 1019 of the Indenture to provide
for Holdings to satisfy the filing obligations, the Guarantee by Holdings, the
Conforming Definitions and the formation, funding and operation of the
Litigation Trust as described herein.
SECTION 3. The Trustee hereby consents to the Transfers and to the addition of
each of RAC Texas, LP and RAC Texas, LLC as additional Subsidiary Guarantors
under the Indenture. Simultaneously with the Transfers (the "EFFECTIVE TIME"),
each of RAC Texas, LP and RAC Texas, LLC shall become, and each of ColorTyme,
RAC West and Get It Now shall continue to be, a "Subsidiary Guarantor" under and
as defined in the Indenture, and at the Effective Time, each of RAC Texas, LP
and RAC Texas, LLC shall assume all the obligations of a Subsidiary Guarantor
under the Notes and the Indenture as described in the Indenture. Each of RAC
Holdings, RAC Texas, LP and RAC Texas, LLC hereby, jointly and severally,
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 4. 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 5. 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
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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 6. 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 7. 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 8. This Third Supplemental Indenture shall be deemed to have become
effective upon the date first above written.
SECTION 9. In the event of a conflict between the terms of this Third
Supplemental Indenture and the Indenture, this Third Supplemental Indenture
shall control.
SECTION 10. 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 Holdings, ColorTyme, RAC West, Get It Now, RAC
Texas, LP and RAC Texas, LLC.
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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 K. Brown
-----------------------------------------
Name: Van K. Brown
---------------------------------------
Title: Vice President
--------------------------------------
RENT-A-CENTER, INC.
By: /s/ Mark E. Speese
---------------------------------
Mark E. Speese
Chairman of the Board and
Chief Executive Officer
RENT-A-CENTER HOLDINGS, INC.
By: /s/ Mark E. Speese
---------------------------------
Mark E. Speese
Chairman of the Board and
Chief Executive Officer
COLORTYME, INC.
By: /s/ Mark E. Speese
---------------------------------
Mark E. Speese
Vice President
RENT-A-CENTER WEST, INC.
By: /s/ Mark E. Speese
---------------------------------
Mark E. Speese
President
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GET IT NOW, L.L.C.
By: /s/ Mark E. Speese
---------------------------------
Mark E. Speese
President
RENT-A-CENTER TEXAS, L.P.
By: Rent-A-Center, Inc., its general
partner
By: /s/ Mark E. Speese
-----------------------------
Mark E. Speese
Chairman of the Board and
Chief Executive Officer
RENT-A-CENTER TEXAS, L.L.C.
By: /s/ James Ashworth
---------------------------------
James Ashworth
President
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