EXHIBIT 4.9
RENT-A-CENTER, INC.,
as Issuer,
the GUARANTORS named herein,
as Guarantors,
and
THE BANK OF NEW YORK,
as Trustee
FOURTH SUPPLEMENTAL INDENTURE
Dated as of May 14, 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 FOURTH SUPPLEMENTAL INDENTURE, dated as of May 14, 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"), Eagle Acquisition Sub, Inc., an Ohio corporation ("EAGLE"), 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, the Second Supplemental Indenture, dated
April 26, 2004, and the Third Supplemental Indenture, dated May 7, 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, RAC RR 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, RAC National and RAC RR are
currently Guarantors under the Indenture; and
WHEREAS, RAC East has formed Eagle as a wholly-owned subsidiary of RAC
East; and
WHEREAS, the Company is a party to that certain Agreement and Plan of
Merger (the "MERGER AGREEMENT"), dated as of February 4, 2004, by and among the
Company, Eagle and Rainbow Rentals, Inc., an Ohio corporation ("RAINBOW"),
pursuant to which Eagle will merge with and into Rainbow (the "MERGER"), with
Rainbow continuing as the surviving entity; and
WHEREAS, the Company has designated Eagle as a Restricted Subsidiary under
the Indenture to be effective immediately upon consummation of the Merger; and
WHEREAS, pursuant to Section 1009 of the Indenture, the Merger is
permitted under the Indenture; and
WHEREAS, pursuant to Section 1020 of the Indenture, the addition of Eagle
as a Guarantor is required under the Indenture; and
WHEREAS, Eagle has agreed to become a Guarantor by guaranteeing the
obligations of the Company under the Indenture in accordance with the terms
thereof; and
WHEREAS, Eagle has been duly authorized to enter into, execute and deliver
this Fourth Supplemental Indenture.
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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 West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC
International, RAC Addison, RAC National, RAC RR, Eagle 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 addition of Eagle as an additional
Guarantor under the Indenture. As of the date hereof (the "EFFECTIVE TIME"),
Eagle shall become, and each of RAC East, ColorTyme, RAC West, Get It Now, RAC
Texas, LP, RAC Texas, LLC, RAC International, RAC Addison, RAC National and RAC
RR shall continue to be, a "Guarantor" under and as defined in the Indenture,
and at the Effective Time, Eagle shall assume all the obligations of a Guarantor
under the Notes and the Indenture as described in the Indenture. Eagle 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth
Supplemental Indenture may refer to the Indenture without making specific
reference to this Fourth Supplemental Indenture, but nevertheless all such
references shall include this Fourth Supplemental Indenture unless the context
otherwise requires.
SECTION 7. This Fourth 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 Fourth
Supplemental Indenture and the Indenture, this Fourth 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 Fourth 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, RAC National, RAC RR and Eagle.
SIGNATURES APPEAR ON NEXT PAGE
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IN WITNESS WHEREOF, the parties have caused this Fourth 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
RAC RR, INC.
By: /s/ MITCHELL E. FADEL
-------------------------------------
Mitchell E. Fadel
Vice President
EAGLE ACQUISITION SUB, INC.
By: /s/ MITCHELL E. FADEL
-------------------------------------
Mitchell E. Fadel
Vice President
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