exv4w2






Exhibit 4.2




Execution Version




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated November 2, 2010 (this “Agreement”) is
entered into by and among Rent-A-Center, Inc., a Delaware corporation (the “Company”), the
guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan
Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed
in Schedule 1 of the Purchase Agreement (collectively, the “Initial Purchasers”).



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated October, 28, 2010 (the “Purchase Agreement”), which provides for the sale by the
Company to the Initial Purchasers of $300,000,000 aggregate principal amount of the Company’s
6.625% Senior Notes due 2020 (the “Securities”) which will be guaranteed on a senior
unsecured basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter
into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Additional Guarantor” shall mean any subsidiary of the Company that executes a
Guarantee under the Indenture after the date of this Agreement.



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



     “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.



 









 





     “Exchange Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and
supplements to such registration statement, in each case including the Prospectus contained therein
or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by
the Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.



     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used or referred to by the
Company in connection with the sale of the Securities or the Exchange Securities.



     “Guarantees” shall mean the guarantees of the Securities and guarantees of the
Exchange Securities by the Guarantors under the Indenture.



     “Guarantors” shall mean the Initial Guarantors, any Additional Guarantors and any
Guarantor’s successor that Guarantees the Securities.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that, for purposes of
Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture relating to the Securities dated as of November
2, 2010 among the Company, the Guarantors and The Bank of New York, Mellon Trust Company, N.A., as
trustee, and as the same may be amended from time to time in accordance with the terms thereof.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.



2









 





     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



     “J.P. Morgan” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of the outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required hereunder, any
Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage or amount; and provided, further, that if the Company shall
issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or,
if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities
and the Registrable Securities to which this Agreement relates shall be treated together as one
class for purposes of determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.



     “Notice and Questionnaire” shall mean a notice of registration statement and selling
security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf
Request from such Holder.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a)
hereof.



     “Participating Holder” shall mean any Holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in accordance with Section
2(b) hereof.



     “Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof.



     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document incorporated
by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect
to such Securities has become effective under the



3









 





Securities Act and such Securities have been exchanged or disposed of pursuant to such
Registration Statement, (ii) when such Securities are sold pursuant to Rule 144 under the
Securities Act (or any similar provision then in force, but not Rule 144A), (iii) when such
Securities cease to be outstanding or (iv) except in the case of Securities that otherwise remain
Registrable Securities and that are held by an Initial Purchaser and that are ineligible to be
exchanged in the Exchange Offer, when the Exchange Offer is consummated.




     “Registration Default” shall mean the occurrence of any of the following: (i) the
Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf
Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not
become effective on or prior to the Target Registration Date, (iii) if the Company receives a Shelf
Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed
thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days
after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this
Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained
therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time
during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for
more than 30 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration
Statement, if required by this Agreement, has become effective and thereafter, on more than two
occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration
Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each
case whether or not permitted by this Agreement.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or
Holders in connection with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing
Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales
agreements or other similar agreements and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements
relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the
Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Participating Holders (which counsel shall be selected by the
Participating Holders holding a majority of the aggregate principal amount of Registrable



4









 





Securities held by such Participating Holders and which counsel may also be counsel for the
Initial Purchasers) and (viii) the fees and disbursements of the independent registered public
accountants of the Company and the Guarantors, including the expenses of any special audits or
“comfort” letters required by or incident to the performance of and compliance with this Agreement,
but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set
forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.




     “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other
securities unless approved by a majority in aggregate principal amount of the Participating
Holders) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that
may be adopted by the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



     “Staff” shall mean the staff of the SEC.



     “Target Registration Date” shall mean 180 days after November [2], 2010.



5









 





     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are
sold to an Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by
any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall
use their commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange
Securities and (y) have such Registration Statement become and remain effective until 180 days
after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and
the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement is declared effective by the SEC and use their commercially reasonable efforts to
complete the Exchange Offer not later than 60 days after such effective date.



     The Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law, substantially the
following:




	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;
	 
	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20 Business
Days from the date such notice is mailed) (the “Exchange Dates”);
	 
	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement, except as otherwise
specified herein;
	 
	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address and in the manner
specified in the notice, or (B) effect such exchange otherwise in compliance with the
applicable procedures of the depositary for such Registrable Security, in each case prior to
the close of business on the last Exchange Date; and




6









 












	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by (A) sending to the institution and at the address
specified in the notice, a telegram, facsimile transmission or letter setting forth the name
of such Holder, the principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing its election to have such Securities exchanged or
(B) effecting such withdrawal in compliance with the applicable procedures of the depositary
for the Registrable Securities.





     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (1) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (2) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405
under the Securities Act) of the Company or any Guarantor and (4) if such Holder is a broker-dealer
that will receive Exchange Securities for its own account in exchange for Registrable Securities
that were acquired as a result of market-making or other trading activities, then such Holder will
deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to
purchasers) in connection with any resale of such Exchange Securities.



     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:




	(I)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and
	 
	(II)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and issue, and cause
the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in
principal amount to the principal amount of the Registrable Securities tendered by such
Holder.





     The Company and the Guarantors shall use their commercially reasonable efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.



     (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be
completed as soon as practicable



7









 





after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the
Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”)
from any Initial Purchaser representing that it holds Registrable Securities that are or were
ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their
commercially reasonable efforts to cause to be filed as soon as practicable after such
determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing
for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf
Registration Statement become effective; provided that no Holder will be entitled to have
any Registrable Securities included in any Shelf Registration Statement, or entitled to use the
prospectus forming a part of such Shelf Registration Statement, until such Holder shall have
delivered a completed and signed Notice and Questionnaire and provided such other information
regarding such Holder to the Company as is contemplated by Section 3(b) hereof.




     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use their commercially reasonable efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities
held by the Initial Purchasers after completion of the Exchange Offer.



     The Company and the Guarantors agree to use their commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective until the Securities cease to be Registrable
Securities or such shorter period that will terminate when all the Registrable Securities covered
by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement
(the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to
supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing
Prospectus if required by the rules, regulations or instructions applicable to the registration
form used by the Company for such Shelf Registration Statement or by the Securities Act or by any
other rules and regulations thereunder or if reasonably requested by a Holder of Registrable
Securities with respect to information relating to such Holder, and to use their commercially
reasonable efforts to cause any such amendment to become effective, if required, and such Shelf
Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable
as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the
Participating Holders copies of any such supplement or amendment promptly after its being used or
filed with the SEC.



8









 





     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with
any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462 under the Securities Act.



     If a Registration Default occurs, the interest rate on the Registrable Securities will be
increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately
following such Registration Default and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until and including the date such Registration Default ends,
up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities cease
to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause
(i) of the definition thereof, when the Exchange Offer is completed, (2) in the case of a
Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf
Registration Statement becomes effective or (3) in the case of a Registration Default under clause
(iv) or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes
effective or the Prospectus again becomes usable. If at any time more than one Registration
Default has occurred and is continuing, then, until the next date that there is no Registration
Default, the increase in interest rate provided for by this paragraph shall apply as if there
occurred a single Registration Default that begins on the date that the earliest such Registration
Default occurred and ends on such next date that there is no Registration Default.



     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the Guarantors’ obligations under Section
2(a) and Section 2(b) hereof.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as
possible:



9









 





     (i) prepare and file with the SEC a Registration Statement on the appropriate form under
the Securities Act, which form (A) shall be selected by the Company and the Guarantors, (B) shall,
in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
Holders thereof and (C) shall comply as to form in all material respects with the requirements of
the applicable form and include all financial statements required by the SEC to be filed therewith;
and use their commercially reasonable efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with Section 2 hereof;



     (ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;



     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free
Writing Prospectus that is required to be filed by the Company or the Guarantors with the SEC in
accordance with the Securities Act and to retain any Free Writing Prospectus not required to be
filed;



     (iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel
for the Initial Purchasers, to counsel for such Participating Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement
thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to
facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to
Section 3(c) hereof, the Company and the Guarantors consent to the use of such Prospectus,
preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the Participating Holders and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any
amendment or supplement thereto in accordance with applicable law;



     (v) use their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions as any
Participating Holder shall reasonably request in writing by the time the applicable Registration
Statement becomes effective; cooperate with such Participating Holders in connection with any
filings required to be made with the Financial Industry Regulatory Authority, Inc.; and do any and
all other



10









 





acts and things that may be reasonably necessary or advisable to enable each Participating
Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by
such Participating Holder; provided that neither the Company nor any Guarantor shall be
required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in
any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general
consent to service of process in any such jurisdiction or (3) subject itself to taxation in any
such jurisdiction if it is not so subject;




     (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Participating Holder and counsel for such Participating Holders promptly and, if
requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a
Registration Statement has become effective, when any post-effective amendment thereto has been
filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or
supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by
the SEC or any state securities authority for amendments and supplements to a Registration
Statement, Prospectus or any Free Writing Prospectus or for additional information after the
Registration Statement has become effective, (3) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, including the receipt by the Company of any notice
of objection of the SEC to the use of a Shelf Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the
applicable effective date of a Shelf Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the Company or any
Guarantor contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to an offering of such Registrable Securities cease to be true and
correct in all material respects or if the Company or any Guarantor receives any notification with
respect to the suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any
event during the period a Registration Statement is effective that makes any statement made in such
Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any
material respect or that requires the making of any changes in such Registration Statement or
Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading
and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a
Registration Statement or any amendment or supplement to the Prospectus or any Free Writing
Prospectus would be appropriate;



     (vii) use their commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration,
the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act,
including by filing an amendment to



11









 





such Registration Statement on the proper form, at the earliest possible moment and provide
immediate notice to each Holder or Participating Holder of the withdrawal of any such order or such
resolution;




     (viii) in the case of a Shelf Registration, furnish to each Participating Holder, without
charge, at least one conformed copy of each Registration Statement and any post-effective amendment
thereto (without any documents incorporated therein by reference or exhibits thereto, unless
requested);



     (ix) in the case of a Shelf Registration, cooperate with the Participating Holders to
facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold and not bearing any restrictive legends and enable such Registrable Securities to be
issued in such denominations and registered in such names (consistent with the provisions of the
Indenture) as such Participating Holders may reasonably request at least one Business Day prior to
the closing of any sale of Registrable Securities;



     (x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their
commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective
amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement
or the related Prospectus or any Free Writing Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered (or, to the extent
permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or
Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company and the Guarantors shall
notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial
Purchasers and any Participating Broker-Dealers known to the Company (in the case of an Exchange
Offer Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as
promptly as practicable after the occurrence of such an event, and such Participating Holders, such
Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use
of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the
Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case
may be, to correct such misstatement or omission;



     (xi) (1) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or a Free Writing Prospectus, provide copies of such document to the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the
Participating Holders and their counsel) and make such of the representatives of the Company and
the Guarantors as shall be reasonably requested by the Initial



12









 





Purchasers or their counsel (and, in
the case of a Shelf Registration Statement,
the Participating Holders or their counsel) available for discussion of such document; and the
Company and the Guarantors shall not, at any time after initial filing of a Registration Statement,
use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a
Registration Statement or a Prospectus or a Free Writing Prospectus, of which the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating
Holders and their counsel) reasonably object within five Business Days after receipt thereof,
provided that, notwithstanding anything to the contrary in this Agreement, if any filing of a
Registration Statement, any Prospectus or a Free Writing Prospectus is delayed because of the
objection of the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Participating Holders or their counsel) pursuant to this Section 3(a)(xi)(1), such
delay shall not constitute a Registration Default; and (2) promptly following the filing of any
document that is incorporated by reference into any Registration Statement, any Prospectus, any
Free Writing Prospectus, if requested in writing by the Initial Purchasers following the date
hereof, provide copies of such requested document to the Initial Purchasers and their counsel (and,
in the case of a Shelf Registration Statement, to the Participating Holders and their counsel) and
make such of the representatives of the Company and the Guarantors as shall be reasonably
requested by the Initial Purchasers or their counsel (and in the case of a Shelf Registration
Statement, the Participating Holders and their counsel) available for discussion of such requested
document and include any information in any amended versions of such requested document following
the filing thereof as such Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Participating Holders and their counsel), if any, reasonably may
request.




     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the initial effective date of a Registration Statement;



     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection
with the registration of the Exchange Securities or Registrable Securities, as the case may be;
cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute,
all documents as may be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;



     (xiv) in the case of a Shelf Registration, make available for inspection by a
representative of the Participating Holders (an “Inspector”), any Underwriter participating
in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority in aggregate principal amount of the Participating Holders and any
attorneys and accountants



13









 





designated by such Underwriter, at reasonable times and in a reasonable
manner, all pertinent financial and other records, documents and properties of the Company and
its subsidiaries, and cause the respective officers, directors and employees of the Company and the
Guarantors to supply all information reasonably requested by any such Inspector, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement, in each case that would
customarily be reviewed or examined in connection with a “due diligence” review of the Company and
the Guarantors; provided that if any such information is identified by the Company or any
Guarantor as being confidential or proprietary, each Person receiving such information shall take
such actions as are reasonably necessary to protect the confidentiality of such information to the
extent such action is otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of any Inspector, Holder or Underwriter);




     (xv) in the case of a Shelf Registration, use their commercially reasonable efforts to
cause all Registrable Securities to be listed on any securities exchange or any automated quotation
system on which similar securities issued or guaranteed by the Company or any Guarantor are then
listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy
applicable listing requirements;



     (xvi) if reasonably requested by any Participating Holder, promptly include in a
Prospectus supplement or post-effective amendment such information with respect to such
Participating Holder as such Participating Holder reasonably requests to be included therein and
make all required filings of such Prospectus supplement or such post-effective amendment as soon as
the Company has received notification of the matters to be so included in such filing;



     (xvii) in the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those requested by the Holders of a
majority in principal amount of the Registrable Securities covered by the Shelf Registration
Statement) in order to expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent
possible, make such representations and warranties to the Participating Holders and any
Underwriters of such Registrable Securities with respect to the business of the Company and its
subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers to underwriters in underwritten offerings
and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the
Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Participating Holders and such Underwriters and their respective counsel)
addressed to each Participating Holder and Underwriter of Registrable Securities, covering the
matters customarily covered in opinions requested in underwritten offerings of the type
contemplated by this provision, (3) obtain “comfort” letters from the



14









 





independent registered public
accountants of the Company and the Guarantors
(and, if necessary, any other registered public accountant of any subsidiary of the Company or
any Guarantor, or of any business acquired by the Company or any Guarantor for which financial
statements and financial data are or are required to be included in the Registration Statement)
addressed to each Participating Holder (to the extent permitted by applicable professional
standards) and Underwriter of Registrable Securities, such letters to be in customary form and
covering matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings of the type contemplated by this provision, including but not limited to
financial information contained in any preliminary prospectus, Prospectus or Free Writing
Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the
Holders of a majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings of the type
contemplated by this provision, to evidence the continued validity of the representations and
warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence
compliance with any customary conditions contained in an underwriting agreement; and




     (xviii) so long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute
a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such
counterpart, together with an opinion of counsel as to the enforceability thereof against such
entity, to the Initial Purchasers no later than five Business Days following the execution thereof.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company a Notice and Questionnaire and such other
information regarding such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Company and the Guarantors may from time to time reasonably request in writing.



     (c) Each Holder agrees that, upon receipt of any notice from the Company and the
Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section
3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x)
hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the
Company and the Guarantors all copies in its possession, other than permanent file copies then in
such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such
Registrable Securities that is current at the time of receipt of such notice.



15









 





     (d) If the Company and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement,
the Company and the Guarantors shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including the date when the
Holders of such Registrable Securities shall have received copies of the supplemented or amended
Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Company and
the Guarantors may give any such notice only twice during any 365-day period and any such
suspensions shall not exceed 30 days for each suspension and there shall not be more than two
suspensions in effect during any 365-day period.



     (e) The Participating Holders who desire to do so may sell such Registrable Securities in
an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment
banks and manager or managers (each an “Underwriter”) that will administer the offering
will be selected by the Holders of a majority in principal amount of the Registrable Securities
included in such offering.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken
the position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed
to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such Exchange
Securities.



     The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such
period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-



16









 





Dealers consistent with the
positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree
that Participating Broker-Dealers shall be authorized to
deliver such Prospectus (or, to the extent permitted by law, make available) during such
period in connection with the resales contemplated by this Section 4.




     (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any
Holder with respect to any request that they may make pursuant to Section 4(b) hereof.



     5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly
and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, reasonable legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or
several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information”
(“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or any omission or alleged omission to state therein a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, in each case except insofar as such losses, claims, damages or liabilities arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to any Initial Purchaser or
information relating to any Holder furnished to the Company in writing through J.P. Morgan or any
selling Holder, respectively, expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also
indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates and each Person who
controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same
extent as provided above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any
Issuer Information.



     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the
Company and the Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and



17









 





each Person, if any, who controls the Company, the Guarantors, any
Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in paragraph (a) above, but only with respect to any losses, claims,
damages or liabilities that arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity with any information
relating to such Holder furnished to the Company in writing by such Holder expressly for use in any
Registration Statement, any Prospectus and any Free Writing Prospectus.




     (c) If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person in respect of which
indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the
“Indemnified Person”) shall promptly notify the Person against whom such indemnification
may be sought (the “Indemnifying Person”) in writing; provided that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it may have under
paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b)
above. If any such proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any
others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may
designate in such proceeding and shall pay the reasonable fees and expenses of such proceeding and
shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred.
In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i)
the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii)
the Indemnifying Person has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different from or in addition
to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the Indemnified Person
and representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood and agreed that the Indemnifying
Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as
they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors
and officers and any control Persons of such



18









 





Initial Purchaser shall be designated in writing by
J.P. Morgan, (y) for any Holder, its directors and officers and any control Persons of such Holder
shall be designated in writing by the Majority Holders and (z) in all other cases shall be
designated in writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such settlement or judgment.
No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or
could have been a party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in
form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (B) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.




     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to
an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the Holders and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.



     (e) The Company, the Guarantors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations referred to in paragraph
(d) above. The amount



19









 





paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses
incurred by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which the Securities or
Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this
Section 5 are several and not joint.




     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.



     6. General.



     (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and
agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of any other outstanding securities issued
or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the
Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given unless the Company and the Guarantors have
obtained the written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or
consent; provided that no amendment, modification, supplement, waiver or consent to any
departure from the provisions



20









 





of Section 5 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder. Any amendments,
modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a
writing executed by each of the parties hereto.




     (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely
delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands
or other communications shall be concurrently delivered by the Person giving the same to the
Trustee, at the address specified in the Indenture.



     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors, assigns and transferees of each of the parties, including, without limitation
and without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of,
any of the obligations of such Holder under this Agreement.



     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems



21









 





such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.




     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only, are
not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.



     (h) Governing Law. This Agreement, and any claim, controversy or dispute arising under or
related to this Agreement, shall be governed by and construed in accordance with the laws of the
State of New York.



     (j) Entire Agreement; Severability. This Agreement contains the entire agreement between
the parties relating to the subject matter hereof and supersedes all oral statements and prior
writings with respect thereto. If any term, provision, covenant or restriction contained in this
Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or
against public policy, the remainder of the terms, provisions, covenants and restrictions contained
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, void or unenforceable
provisions.



22









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	



RENT-A-CENTER, INC.

 	 
	 	By  	/s/ Robert D. Davis	 
	 	 	Name:  	Robert D. Davis	 
	 	 	Title:  	EVP-Finance, CFO & Treasurer	 
	 
	 	[GUARANTOR]

 	 
	 	By  	/s/ Robert D. Davis	 
	 	 	Name:  	Robert D. Davis	 
	 	 	Title:  	Treasurer	 
	 



	 	 	 	 	 
	 	Confirmed and accepted as of the date first above written:



J.P. MORGAN SECURITIES LLC



For itself and on behalf of the

several Initial Purchasers

 	 
	 	By  	/s/ Andreas Pierroutsakos	 
	 	 	Authorized Signatory 	 
	 	 	 	 



23









 






	 	 	 	 	 



Schedule 1




Initial Guarantors




ColorTyme, Inc.




ColorTyme Finance, Inc.




Rainbow Rentals, Inc.




RAC National Product Service, LLC




Remco America, Inc.




Rent-A-Center Addison, L.L.C.




Rent-A-Center East, Inc.




Rent-A-Center International, Inc.




Rent-A-Center Texas, L.P.




Rent-A-Center Texas, L.L.C.




Rent-A-Center West, Inc.




Get It Now, LLC




RAC East Ohio, LLC




 









 





Annex A




Counterpart to Registration Rights Agreement





     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated November [2], 2010 by and among Rent-A-Center,
Inc., a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities LLC, on
behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                     , 201___.



	 	 	 	 	 
	 	



[GUARANTOR]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title: