EXHIBIT 4.7
RENT-A-CENTER, INC.,
as Issuer,
the SUBSIDIARY GUARANTORS named herein,
as Guarantors
and
THE BANK OF NEW YORK
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of September 30, 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 SECOND SUPPLEMENTAL INDENTURE, dated as of September 30, 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"), Get It Now, LLC, a
Delaware limited liability company ("Get It Now"), 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,
Advantage and the Trustee (the "Indenture") providing for the issuance of its
11% Senior Subordinated Notes due 2008, Series D (the "Notes"); and
WHEREAS, ColorTyme and Advantage are currently Subsidiary Guarantors
under such Indenture; and
WHEREAS, the Company has formed Get It Now as a wholly-owned subsidiary
of the Company; and
WHEREAS, in connection with the formation of Get It Now, certain assets
previously held by the Company and Advantage will be transferred to Get It Now
(the "Transfer"); and
WHEREAS, in connection with the formation of Get It Now and the
resulting Transfer, the Company has designated Get It Now as a Restricted
Subsidiary under the Indenture; and
WHEREAS, pursuant to Section 1009, 1012 and 1017 of the Indenture, the
Transfer is permitted under the Indenture; and
WHEREAS, in consideration, in part, for the Transfer, Get It Now 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 Get
It Now as a Subsidiary Guarantor is permitted under the Indenture; and
WHEREAS, Get It Now has been duly authorized by its Board of Directors
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 sufficiency of which are hereby acknowledged, the Company,
ColorTyme, Advantage, Get It Now 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
Get It Now as an additional Subsidiary Guarantor under the Indenture.
Simultaneously with the Transfer (the
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"Effective Time"), Get It Now shall become, and each of ColorTyme and Advantage
shall continue to be, a "Subsidiary Guarantor" under and as defined in the
Indenture, and at the Effective Time, Get It Now shall assume all the
obligations of a Subsidiary Guarantor under the Notes and the Indenture as
described in the Indenture. Get It Now 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 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, ColorTyme, Advantage and Get It Now.
REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have caused this Second 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 ▇. ▇▇▇▇▇
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Name: Van ▇. ▇▇▇▇▇
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Title: Vice President
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RENT-A-CENTER, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
COLORTYME, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President
ADVANTAGE COMPANIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
GET IT NOW, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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