exv4w10



 







Exhibit 4.10




RENT-A-CENTER, INC.,



as Issuer,




the GUARANTORS named herein,

as Guarantors,




and




THE BANK OF NEW YORK,

as Trustee




SIXTH SUPPLEMENTAL INDENTURE




Dated as of May 1, 2006




to




INDENTURE




Dated as of May 6, 2003




by and among




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 SIXTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2006, 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”),
Rainbow Rentals, Inc., an Ohio corporation and successor in interest to Eagle Acquisition Sub,
Inc., an Ohio corporation (“Rainbow”), RAC West Acquisition Sub, Inc., a Delaware corporation (“RAC
West Acquisition Sub”), (“RAC Military Product Service”), RAC Military Rentals East, LLC, a
Delaware limited liability company (“RAC Military East”), 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, the Third Supplemental Indenture, dated May 7,
2004, the Fourth Supplemental Indenture, dated as of May 14, 2004, and the Fifth Supplemental
Indenture, dated as of June 30, 2005, 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,
Rainbow, RAC West Acquisition Sub, AAA Rent to Own, Inc., an Idaho corporation (“AAA Rent to Own”),
AAA Rent to Own – Pasco, Inc., a Washington corporation (“AAA Pasco”), AAA Rent to Own – Boise,
Inc., an Idaho corporation (“AAA Boise”), AAA Rent to Own, Elko, Inc., a Nevada corporation (“AAA
Elko”), AAA Rent to Own, Reno, Inc., a Nevada corporation (“AAA Reno”), Rentals, Inc., a Montana
corporation (“Rentals”), AAA Rent to Own – Oregon , Inc., an Oregon corporation (“AAA Oregon”), AAA
Rent to Own – Utah, Inc., a Utah corporation (“AAA Utah” and together with AAA Rent to Own, AAA
Pasco, AAA Boise, AAA Elko, AAA Reno, Rentals and AAA Oregon, the “GCH Entities”), RAC Military
Product Service, LLC, a Delaware limited liability company and the Trustee (collectively, the
“Indenture”), providing for the issuance of its 71/2% Series B Senior Subordinated Notes due 2010
(the “Notes”); and



     WHEREAS, as permitted by Section 1406 of the Indenture, the GCH Entities merged with and into
RAC West Acquisition Sub, with RAC West Acquisition Sub continuing as the surviving entity; and



     WHEREAS, RAC East, ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC
International, RAC Addison, RAC National, RAC RR, Rainbow and RAC West Acquisition Sub are
currently Guarantors under the Indenture; and



     WHEREAS, RAC National has formed RAC Product Service as a direct wholly-owned subsidiary of
RAC National; and



     WHEREAS, RAC East has formed RAC Military East as a direct wholly-owned subsidiary of RAC
East; and



- 2 -









 





     WHEREAS, the Company has designated RAC Military Product Service and RAC Military East as
Restricted Subsidiaries under the Indenture to be effective immediately upon the formation of RAC
Military Product Service and RAC Military East; and



     WHEREAS, pursuant to Section 1020 of the Indenture, the addition of RAC Military Product
Service and RAC Military East as Guarantors is required under the Indenture; and



     WHEREAS, RAC Military Product Service and RAC East have agreed to become Guarantors by
guaranteeing the obligations of the Company under the Indenture in accordance with the terms
thereof; and



     WHEREAS, RAC Military Product Service and RAC Military East have been duly authorized to enter
into, execute, and deliver this Sixth Supplemental Indenture.



     NOW, THEREFORE, for and in consideration of the premises and covenants and agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company, RAC East, ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC
Texas, LLC, RAC International, RAC Addison, RAC National, RAC RR, Rainbow, RAC West Acquisition
Sub, RAC Military Product Service, RAC Military East 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 RAC Military Product Service and RAC
Military East as additional Guarantors under the Indenture. Upon the execution of this Sixth
Supplemental Indenture (the “Effective Time”), RAC Military Product Service and RAC Military East
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, RAC RR, Rainbow and RAC West Acquisition Sub shall
continue to be, a “Guarantor” under and as defined in the Indenture, and at the Effective Time, RAC
Military Product Service and RAC Military East shall assume all the obligations of a Guarantor
under the Notes and the Indenture as described in the Indenture. RAC Military Product Service and
RAC Military East hereby unconditionally guarantee 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 Sixth 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 Sixth 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 Sixth Supplemental Indenture shall be governed by and construed in accordance with
the laws of the jurisdiction that governs the Indenture and its construction.




- 3 -









 







SECTION 5. This Sixth 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 Sixth Supplemental Indenture may refer to the
Indenture without making specific reference to this Sixth Supplemental Indenture, but nevertheless
all such references shall include this Sixth Supplemental Indenture unless the context otherwise
requires.



SECTION 7. This Sixth 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 Sixth Supplemental Indenture and
the Indenture, this Sixth 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 Sixth Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Company, RAC East, ColorTyme, RAC
West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC International, RAC Addison, RAC National, RAC
RR, Rainbow, RAC West Acquisition Sub, RAC Military Product Service and RAC Military East.




- 4 -









 








     IN WITNESS WHEREOF, the parties have caused this Sixth Supplemental Indenture to be duly
executed as of the day and year first above written.



THE BANK OF NEW YORK,

as Trustee




	 	 	 	 	 
	By:

Name:

	 	/s/ John C. Stohlman
 

John C. Stohlmann
	 	 
	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






- 5 -









 






	 	 	 	 	 
	 	 	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/ Robert Reckinger
	 

	 	 	 	 
	 

	 	 	 	Robert Reckinger
	 

	 	 	 	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






- 6 -









 






	 	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	RAINBOW RENTALS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Mitchell E. Fadel
	 

	 	 	 	 
	 

	 	 	 	Mitchell E. Fadel
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	RAC WEST ACQUISITION SUB, INC.
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Mitchell E. Fadel
	 

	 	 	 	 
	 

	 	 	 	Mitchell E. Fadel
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	RAC MILITARY PRODUCT SERVICE, LLC
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Mark E. Speese
	 

	 	 	 	 
	 

	 	 	 	Mark E. Speese
	 

	 	 	 	President
	 
	 	 	 	 
	 	 	RAC MILITARY RENTALS EAST, LLC
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Mark E. Speese
	 

	 	 	 	 
	 

	 	 	 	Mark E. Speese
	 

	 	 	 	President






- 7 -