EXHIBIT 4.7
RENT-A-CENTER, INC.,
as Issuer,
the GUARANTORS named herein,
as Guarantors,
and
THE BANK OF NEW YORK,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of April 26, 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 SECOND SUPPLEMENTAL INDENTURE, dated as of April 23, 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"), 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, by and among the Company, RAC
East, ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC
International, RAC Addison 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 and RAC Addison are currently Guarantors under the
Indenture; and
WHEREAS, RAC East has formed RAC National as a wholly-owned subsidiary;
and
WHEREAS, in connection with the formation of RAC National, certain
assets previously held by RAC East, RAC West and RAC Texas, LP will be
transferred to RAC National (the "TRANSFER"); and
WHEREAS, the Company has designated RAC National as a Restricted
Subsidiary under the Indenture to be effective immediately upon the Transfer;
and
WHEREAS, pursuant to Section 1009, 1012 and 1017 of the Indenture, the
Transfer is permitted under the Indenture; and
WHEREAS, pursuant to Section 1020 of the Indenture, the addition of RAC
National as a Guarantor is required under the Indenture; and
WHEREAS, in consideration, in part, for the Transfer, RAC National 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 National has been duly authorized to enter into, execute
and deliver this Second 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
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sufficiency of which are hereby acknowledged, 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 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 Transfer and to the addition of
RAC National as an additional Guarantor under the Indenture. Simultaneously with
the Transfer (the "EFFECTIVE TIME"), RAC National shall become, and each of RAC
East, ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC
International and RAC Addison shall continue to be, a "Guarantor" under and as
defined in the Indenture, and at the Effective Time, RAC National shall assume
all the obligations of a Guarantor under the Notes and the Indenture as
described in the Indenture. RAC National 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 Second 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 Second 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 Second 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 Second 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 Second
Supplemental Indenture may refer to the Indenture without making specific
reference to this Second Supplemental Indenture, but nevertheless all such
references shall include this Second Supplemental Indenture unless the context
otherwise requires.
SECTION 7. This Second 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 Second
Supplemental Indenture and the Indenture, this Second 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 Second Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Company, RAC East,
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ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC
International, RAC Addison and RAC National.
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IN WITNESS WHEREOF, the parties have caused this Second 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/ Mitchell E. Fadel
--------------------------------------
Mitchell E. Fadel
President and Chief Operating Officer
RENT-A-CENTER EAST, INC.
By: /s/ Mitchell E. Fadel
--------------------------------------
Mitchell E. Fadel
Vice President
COLORTYME, INC.
By: /s/ Mitchell E. Fadel
--------------------------------------
Mitchell E. Fadel
Vice President
RENT-A-CENTER WEST, INC.
By: /s/ Mitchell E. Fadel
--------------------------------------
Mitchell E. Fadel
Vice President
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GET IT NOW, LLC
By: /s/ Mitchell E. Fadel
----------------------------------
Mitchell E. Fadel
Vice President
RENT-A-CENTER TEXAS, L.P.
By: Rent-A-Center East, Inc,
its general partner
By: /s/ Mitchell E. Fadel
---------------------------
Mitchell E. Fadel
Vice President
RENT-A-CENTER TEXAS, L.L.C.
By: /s/ James Ashworth
----------------------------------
James Ashworth
President and Secretary
RENT-A-CENTER INTERNATIONAL, INC.
By: /s/ Mitchell E. Fadel
----------------------------------
Mitchell E. Fadel
Vice President
RENT-A-CENTER ADDISON, L.L.C.
By: /s/ Mitchell E. Fadel
----------------------------------
Mitchell E. Fadel
Vice President
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RAC NATIONAL PRODUCT SERVICE, LLC
By: /s/ Mitchell E. Fadel
----------------------------------
Mitchell E. Fadel
Vice President
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