exv4w12



 





EXHIBIT
4.12




RENT-A-CENTER, INC.,

as Issuer,




the GUARANTORS named herein,

as Guarantors,




and




THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee




EIGHTH SUPPLEMENTAL INDENTURE




Dated as of November 15, 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 TRUST COMPANY, N.A., as Trustee




$300,000,000

Series B

7 1/2% Senior Subordinated Notes due 2010




 









 





     This EIGHTH SUPPLEMENTAL INDENTURE, dated as of November 15, 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 (“Rainbow”), RAC West
Acquisition Sub, Inc., a Delaware corporation (“RAC West Acquisition Sub”), AAA Rent to Own, Elko,
Inc., a Nevada corporation (“AAA Elko”), AAA Rent to Own, Reno, Inc., a Nevada corporation (“AAA
Reno”), RAC Military Product Service, LLC, a Delaware limited liability company (“RAC Military
Product Service”), RAC Military Rentals East, LLC, a Delaware limited liability company (“RAC
Military East”), ColorTyme Finance, Inc., a Texas corporation (“ColorTyme Finance”), Rent-Way,
Inc., a Pennsylvania corporation (“Rent-Way”), Rent-Way of Michigan, Inc., a Delaware corporation
(“Rent-Way Michigan”), Rent-Way of Tomorrow, Inc., a Delaware corporation (“Rent-Way Tomorrow”),
Rent-Way Developments, Inc., a Delaware corporation (“Rent-Way Developments”), Rent-Way of TTIG,
L.P., an Indiana limited partnership (“Rent-Way TTIG”), dPi Teleconnect, LLC, a Delaware limited
liability company (“dPi” and together with Rent-Way, Rent-Way Michigan, Rent-Way Tomorrow, Rent-Way
Developments and Rent-Way TTIG, the “Rent-Way Entities”) and The Bank of New York Trust Company,
N.A., 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, the Fifth Supplemental
Indenture, dated as of June 30, 2005, the Sixth Supplemental Indenture, dated as of May 1, 2006,
and the Seventh Supplemental Indenture, dated as of October 17, 2006, 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 Elko, AAA Reno, RAC Military
Product Service, RAC Military East, ColorTyme Finance 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, 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 Elko, AAA
Reno, RAC Military Product Service, RAC Military East and ColorTyme Finance are currently
Guarantors (collectively, the “Guarantors”) under the Indenture; and



     WHEREAS, RAC East has formed Vision Acquisition Corp., a Pennsylvania corporation (“Vision”)
as a wholly-owned subsidiary of RAC East; and



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     WHEREAS, the Company, Vision and Rent-Way are parties to that certain Agreement and Plan of
Merger, dated as of August 7, 2006, whereby Vision will merge with and into Rent-Way, with Rent-Way
continuing as the surviving entity (the “Merger”); and



     WHEREAS, Rent-Way Michigan and Rent-Way Tomorrow are direct wholly-owned subsidiaries of
Rent-Way; and



     WHEREAS, Rent-Way Developments is a direct wholly-owned subsidiary of Rent-Way Michigan; and



     WHEREAS, Rent-Way Developments is the sole general partner of Rent-Way TTIG and Rent-Way
Tomorrow is the sole limited partner of Rent-Way TTIG; and



     WHEREAS, Rent-Way directly owns a 70% membership interest in dPi; and



     WHEREAS, the Company has designated the Rent-Way Entities as Restricted Subsidiaries under the
Indenture to be effective immediately upon the consummation of the Merger; and



     WHEREAS, pursuant to Section 1020 of the Indenture, the addition of the Rent-Way Entities as
Guarantors is required under the Indenture; and



     WHEREAS, the Rent-Way Entities have agreed to become Guarantors by guaranteeing the
obligations of the Company under the Indenture in accordance with the terms thereof; and



     WHEREAS, the Rent-Way Entities have been duly authorized to enter into, execute, and deliver
this Eighth 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, the Guarantors, the Rent-Way Entities 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 the Rent-Way Entities as additional
Guarantors under the Indenture. Upon the execution of this Eighth Supplemental Indenture (the
"Effective Time”), the Rent-Way Entities 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, RAC West Acquisition Sub, AAA Elko, AAA Reno, RAC Military Product Service, RAC Military
East and ColorTyme Finance shall continue to be, a “Guarantor” under and as defined in the
Indenture, and at the Effective Time, the Rent-Way Entities shall assume all the obligations of a
Guarantor under the Notes and the Indenture as described in the Indenture. The Rent-Way Entities
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.




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SECTION 3. Except as expressly supplemented by this Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eight Supplemental Indenture may refer to the
Indenture without making specific reference to this Eighth Supplemental Indenture, but nevertheless
all such references shall include this Eighth Supplemental Indenture unless the context otherwise
requires.



SECTION 7. This Eighth 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 Eighth Supplemental Indenture and
the Indenture, this Eighth 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 Eighth 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, AAA Elko, AAA Reno, RAC Military Product Service, RAC
Military East, ColorTyme Finance and the Rent-Way Entities.




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



THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee




	 	 	 	 	 
	By:

	 	          /s/ John C. Stohlmann
 

	 	 
	Name:

	 	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 	 
	 



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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/ 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 	 
	 





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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 	 
	 



	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	AAA RENT TO OWN, ELKO, INC.

 	 
	 	By:  	     /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	AAA RENT TO OWN, RENO, INC.

 	 
	 	By:  	     /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 



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	 	RAC MILITARY PRODUCT SERVICE, LLC

 	 
	 	By:  	     /s/ Dave West
 	 
	 	 	Dave West 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	RAC MILITARY RENTALS EAST, LLC

 	 
	 	By:  	     /s/ Dave West
 	 
	 	 	Dave West 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	COLORTYME FINANCE, INC.

 	 
	 	By:  	     /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	RENT-WAY, INC.

 	 
	 	By:  	     /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	DPI TELECONNECT, LLC

 	 
	 	By:  	     /s/ Dwight D. Dumler
 	 
	 	 	Dwight D. Dumler 	 
	 	 	Vice President 	 
	 



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	 	RENT-WAY OF MICHIGAN, INC.

 	 
	 	By:  	     /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	RENT-WAY OF TOMORROW, INC.

 	 
	 	By:  	     /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	RENT-WAY DEVELOPMENTS, INC.

 	 
	 	By:  	     /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	RENT-WAY OF TTIG, L.P.

 	 
	 	By:  	Rent-Way Developments, Inc.
its general partner
 	 



	 	 	 	 	 
	 	By:  	                                    /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 




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