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                                                                    EXHIBIT 10.9


                               RENT-A-CENTER, INC.

                                  $100,000,000

                11% Senior Subordinated Notes due 2008, Series C


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 19, 2001

J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INcORPORATED
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
c/o J.P. Morgan Securities Inc.
270 Park Avenue, 4th Floor
New York, New York 10017


Ladies and Gentlemen:

                  RENT-A-CENTER, INC., a Delaware corporation (the "Company"),
proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Morgan
Stanley & Co. Incorporated ("Morgan Stanley"), Bear, Stearns & Co. Inc. ("Bear
Stearns") and Lehman Brothers Inc. ("Lehman Brothers," and together with
JPMorgan, Morgan Stanley, and Bear Stearns, the "Initial Purchasers"), upon the
terms and subject to the conditions set forth in a purchase agreement dated
December 12, 2001 (the "Purchase Agreement"), $100,000,000 aggregate principal
amount of its 11% Senior Subordinated Notes due 2008, Series C (the
"Securities") to be jointly and severally guaranteed (the "Subsidiary
Guarantees") by ColorTyme, Inc. ("ColorTyme") and Advantage Companies, Inc.
("Advantage", and together with ColorTyme, the "Subsidiary Guarantors").
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Purchase Agreement.

                  As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company and the Subsidiary Guarantors agree
with the Initial Purchasers, for the benefit of the holders (including the
Initial Purchasers) of the Securities, the Exchange Securities (as defined
herein) and the Private Exchange Securities (as defined herein) (collectively,
the "Holders"), as follows:

                  1. Registered Exchange Offer. The Company shall (i) use its
commercially reasonable efforts to prepare and, not later than 60 days following
the date of original issuance of the Securities (the "Issue Date"), to file with
the Commission a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act with respect to a
proposed offer to the Holders of the Securities and the Subsidiary Guarantees
(the "Exchange Offer") to issue and deliver to such Holders, in exchange for the
Securities and the Subsidiary Guarantees, a like aggregate principal amount of
debt securities of the Company and guarantees thereof by the Subsidiary
Guarantors (the "Exchange Securities") that are identical in


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                                                                               2


all material respects to the Securities (except that the Exchange Securities
will not contain terms with respect to transfer restrictions or additional
interest upon certain failures to comply with this Agreement), (ii) use its
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later than 150 days
after the Issue Date and the Exchange Offer to be consummated no later than 180
days after the Issue Date and (iii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the date on which notice of the Exchange Offer is mailed
to the Holders (such period being called the "Exchange Offer Registration
Period"). The Exchange Securities will be issued under the Indenture or an
indenture (the "Exchange Securities Indenture") between the Company, the
Subsidiary Guarantors and the Trustee or such other bank or trust company that
is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange
Securities Trustee"), such indenture to be identical in all material respects to
the Indenture, except for the transfer restrictions relating to the Securities
(as described above).

                  Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Exchange Offer, it being the
objective of such Exchange Offer to enable each Holder electing to exchange
Securities for Exchange Securities (assuming that such Holder (a) is not an
affiliate of the Company or an Exchanging Dealer (as defined herein) not
complying with the requirements of the next sentence, (b) is not an Initial
Purchaser holding Securities that have, or that are reasonably likely to have,
the status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. The Company, the Subsidiary Guarantors,
the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to
current interpretations by the Commission's staff of Section 5 of the Securities
Act, each Holder that is a broker-dealer electing to exchange Securities,
acquired for its own account as a result of market-making activities or other
trading activities, for Exchange Securities (an "Exchanging Dealer"), is
required to deliver a prospectus containing substantially the information set
forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section and in Annex
C hereto in the "Plan of Distribution" section of such prospectus in connection
with a sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Exchange Offer.

                  If, prior to the consummation of the Exchange Offer, any
Holder holds any Securities acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Exchange
Offer, the Company shall, upon the request of any such Holder, simultaneously
with the delivery of the Exchange Securities in the Exchange Offer, issue and
deliver to any such Holder, in exchange for the Securities held by such Holder
(the "Private Exchange"), a like aggregate principal amount of debt securities
of the Company and guarantees thereof by the Subsidiary Guarantors (the "Private
Exchange Securities") that are identical in all material respects to the
Exchange Securities, except for the transfer restrictions relating to such
Private Exchange Securities. The Private Exchange Securities will be issued
under the same indenture as the Exchange Securities, and the Company shall use
its commercially reasonable efforts to cause the Private Exchange Securities to
bear the same CUSIP numbers as the Exchange Securities.


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                  In connection with the Exchange Offer, the Company shall:

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Exchange Offer open for not less than 30 days (or
         longer, if required by applicable law) after the date on which notice
         of the Exchange Offer is first mailed to the Holders;

                  (c) utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (d) permit Holders to withdraw tendered Securities at any time
         prior to 5:00 p.m., New York City time, on the last business day on
         which the Exchange Offer shall remain open; and

                  (e) otherwise comply in all respects with all laws that are
         applicable to the Exchange Offer.

                  As soon as practicable after the close of the Exchange Offer
and any Private Exchange, as the case may be, the Company shall:

                  (a) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Exchange Offer and the Private
         Exchange;

                  (b) deliver to the Trustee for cancellation all Securities so
         accepted for exchange; and

                  (c) cause the Trustee or the Exchange Securities Trustee, as
         the case may be, promptly to authenticate and deliver to each Holder,
         Exchange Securities or Private Exchange Securities, as the case may be,
         equal in principal amount to the Securities of such Holder so accepted
         for exchange.

                  The Company shall use its commercially reasonable efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein in order to permit such prospectus
to be used by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided that (i) in
the case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer, such period shall be the lesser of 180 days
after the commencement of the Exchange Offer and the date on which all
Exchanging Dealers have sold all Exchange Securities held by them and (ii) the
Company shall make such prospectus and any amendment or supplement thereto
available to any broker-dealer for use in connection with any resale of any
Exchange Securities for a period of 180 days after the consummation of the
Exchange Offer.

                  The Indenture or the Exchange Securities Indenture, as the
case may be, shall provide that the Securities, the Exchange Securities and the
Private Exchange Securities shall vote and consent together on all matters as
one class and that none of the Securities, the Exchange Securities or the
Private Exchange Securities will have the right to vote or consent as a separate
class on any matter.


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                                                                               4


                  Interest on each Exchange Security and Private Exchange
Security issued pursuant to the Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Securities surrendered in exchange therefor or, if no interest has been paid on
the Securities, from the Issue Date.

                  Each Holder participating in the Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Exchange Offer (i) any Exchange Securities received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understandings with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act and (iii) such Holder is not an affiliate of the Company or,
if it is such an affiliate, such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.

                  Notwithstanding any other provisions hereof, the Company will
ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto
complies as to form in all material respects with the Securities Act and the
rules and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading and (iii) any prospectus forming part of any Exchange Offer
Registration Statement, and any supplement to such prospectus, does not, as of
the consummation of the Exchange Offer, include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

                  2. Shelf Registration. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff the Company is not
permitted to effect the Exchange Offer as contemplated by Section 1 hereof, or
(ii) for any other reason the Exchange Offer is not consummated within 180 days
after the Issue Date, or (iii) any Initial Purchaser so requests with respect to
Securities or Private Exchange Securities not eligible to be exchanged for
Exchange Securities in the Exchange Offer and held by it following the
consummation of the Exchange Offer, or (iv) any applicable law or
interpretations do not permit any Holder to participate in the Exchange Offer,
or (v) any Holder that participates in the Exchange Offer does not receive
freely transferable Exchange Securities in exchange for tendered Securities, or
(vi) the Company so elects, then the following provisions shall apply:

                  (a) The Company and the Subsidiary Guarantors shall use their
         commercially reasonable efforts to file as promptly as practicable (but
         in no event more than 60 days after so required or requested pursuant
         to this Section 2) with the Commission, and thereafter shall use their
         commercially reasonable efforts to cause to be declared effective, a
         shelf registration statement on an appropriate form under the
         Securities Act relating to the offer and sale of the Transfer
         Restricted Securities (as defined below) by the Holders thereof from
         time to time in accordance with the methods of distribution set forth
         in such registration statement (hereafter, a "Shelf Registration
         Statement" and, together with any Exchange Offer Registration
         Statement, a "Registration Statement").

                  (b) The Company and the Subsidiary Guarantors shall use their
         commercially reasonable efforts to keep the Shelf Registration
         Statement continuously effective in order to permit the prospectus
         forming part thereof to be used by Holders of Transfer


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         Restricted Securities for a period ending on the earlier of (i) two
         years from the Issue Date or such shorter period that will terminate
         when all the Transfer Restricted Securities covered by the Shelf
         Registration Statement have been sold pursuant thereto and (ii) the
         date on which the Securities become eligible for resale without volume
         restrictions pursuant to Rule 144(k) under the Securities Act (in any
         such case, such period being called the "Shelf Registration Period").
         The Company and the Subsidiary Guarantors shall be deemed not to have
         used their commercially reasonable efforts to keep the Shelf
         Registration Statement effective during the requisite period if they
         voluntarily take any action that would result in Holders of Transfer
         Restricted Securities covered thereby not being able to offer and sell
         such Transfer Restricted Securities during that period, unless such
         action is required by applicable law.

                  (c) Notwithstanding any other provisions hereof, the Company
         will ensure that (i) any Shelf Registration Statement and any amendment
         thereto and any prospectus forming part thereof and any supplement
         thereto complies as to form in all material respects with the
         Securities Act and the rules and regulations of the Commission
         thereunder, (ii) any Shelf Registration Statement and any amendment
         thereto (in either case, other than with respect to information
         included therein in reliance upon or in conformity with written
         information furnished to the Company by or on behalf of any Holder
         specifically for use therein (the "Holders' Information")) does not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading and (iii) any prospectus forming part of any
         Shelf Registration Statement, and any supplement to such prospectus (in
         either case, other than with respect to Holders' Information), does not
         include an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.

                  3. Liquidated Damages. (a) The parties hereto agree that the
Holders of Transfer Restricted Securities will suffer damages if the Company and
the Subsidiary Guarantors fail to fulfill their obligations under Section 1 or
Section 2, as applicable, and that it would not be feasible to ascertain the
extent of such damages. Accordingly, if (i) the applicable Registration
Statement is not filed with the Commission on or prior to 60 days after the
Issue Date, (ii) the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, is not declared effective within 150
days after the Issue Date (or in the case of a Shelf Registration Statement
required to be filed in response to a change in law or the applicable
interpretations of Commission's staff, if later, within 45 days after
publication of the change in law or interpretation), (iii) the Exchange Offer is
not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf
Registration Statement is filed and declared effective within 150 days after the
Issue Date (or in the case of a Shelf Registration Statement required to be
filed in response to a change in law or the applicable interpretations of
Commission's staff, if later, within 45 days after publication of the change in
law or interpretation) but shall thereafter cease to be effective (at any time
that the Company and the Subsidiary Guarantors are obligated to maintain the
effectiveness thereof) without being succeeded within 45 days by an additional
Registration Statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company and the
Subsidiary Guarantors will be jointly and severally obligated to pay liquidated
damages to each Holder of Transfer Restricted Securities, during the period of
one or more such Registration Defaults, in an amount equal to $0.192 per week
per $1,000 principal amount of Transfer Restricted Securities held by such
Holder until (a) the applicable Registration Statement is filed, (b) the
Exchange Offer Registration Statement is declared effective and the Exchange
Offer is consummated, (c) the


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                                                                               6


Shelf Registration Statement is declared effective or (d) the Shelf Registration
Statement again becomes effective, as the case may be. Following the cure of all
Registration Defaults, the accrual of liquidated damages will cease. As used
herein, the term "Transfer Restricted Securities" means (x) each Security or
Private Exchange Security until the earliest to occur of: (i) date on which such
Security has been exchanged for a freely transferable Exchange Security in the
Exchange Offer, (y) the date on which such Security or Private Exchange Security
has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (z) the date on which such
Security or Private Exchange Security is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under
the Securities Act. Notwithstanding anything to the contrary in this Section
3(a), neither the Company nor the Subsidiary Guarantors shall be required to pay
liquidated damages to a Holder of Transfer Restricted Securities if such Holder
failed to comply with its obligations to make the representations set forth in
the second to last paragraph of Section 1 or failed to provide the information
required to be provided by it, if any, pursuant to Section 4(n).

                  (b) The Company shall notify the Trustee and the Paying Agent
         (as defined in the Indenture) immediately upon the happening of each
         and every Registration Default. The Company and the Subsidiary
         Guarantors shall pay the liquidated damages due on the Transfer
         Restricted Securities by depositing with the Paying Agent (which may
         not be the Company for these purposes), in trust, for the benefit of
         the Holders thereof, prior to 10:00 a.m., New York City time, on the
         next interest payment date specified by the Indenture and the
         Securities, sums sufficient to pay the liquidated damages then due. The
         liquidated damages due shall be payable semi-annually on dates which
         correspond to interest payment dates specified by the Indenture and the
         Securities to the record holder entitled to receive the interest
         payment to be made on such date. Each obligation to pay liquidated
         damages shall be deemed to accrue from and including the date of the
         applicable Registration Default.

                  (c) The parties hereto agree that the liquidated damages
         provided for in this Section 3 constitute a reasonable estimate of and
         are intended to constitute the sole damages that will be suffered by
         Holders of Transfer Restricted Securities by reason of the failure of
         (i) the Shelf Registration Statement or the Exchange Offer Registration
         Statement to be filed, (ii) the Shelf Registration Statement to remain
         effective or (iii) the Exchange Offer Registration Statement to be
         declared effective and the Exchange Offer to be consummated, in each
         case to the extent required by this Agreement.

                  4. Registration Procedures. In connection with any
Registration Statement, the following provisions shall apply:

                  (a) The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and shall use its
         commercially reasonable efforts to reflect in each such document, when
         so filed with the Commission, such comments as any Initial Purchaser
         may reasonably propose; (ii) include the information set forth in Annex
         A hereto on the cover, in Annex B hereto in the "Exchange Offer
         Procedures" section and the "Purpose of the Exchange Offer" section and
         in Annex C hereto in the "Plan of Distribution" section of the
         prospectus forming a part of the Exchange Offer Registration Statement,
         and include the information set forth in Annex D hereto in the Letter
         of Transmittal delivered pursuant to the Exchange Offer; and (iii) if
         requested by any Initial Purchaser, include the information required by
         Items 507 or 508 of Regulation S-K, as applicable, in the prospectus
         forming a part of the Exchange Offer Registration Statement.


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                                                                               7


                  (b) The Company shall advise each Initial Purchaser when any
         Registration Statement and any amendment thereto has been filed with
         the Commission. The Company shall advise each Initial Purchaser, each
         Exchanging Dealer and each of the Holders (if applicable) and, if
         requested by any such person, confirm such advice in writing (which
         advice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
         instruction to suspend the use of the prospectus until the requisite
         changes have been made):

                           (i) when such Registration Statement or any
         post-effective amendment thereto has become effective;

                           (ii) following effectiveness of such Registration
         Statement, of any request by the Commission for amendments or
         supplements to any Registration Statement or the prospectus included
         therein or for additional information;

                           (iii) of the issuance by the Commission of any stop
         order suspending the effectiveness of any Registration Statement or the
         initiation of any proceedings for that purpose;

                           (iv) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Securities, the Exchange Securities or the Private Exchange Securities
         for sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose; and

                           (v) of the happening of any event that requires the
         making of any changes in any Registration Statement or the prospectus
         included therein in order that the statements therein are not
         misleading and do not omit to state a material fact required to be
         stated therein or necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.

                  (c) The Company and the Subsidiary Guarantors will use their
         commercially reasonable efforts to obtain the withdrawal at the
         earliest possible time of any order suspending the effectiveness of any
         Registration Statement.

                  (d) The Company will furnish to each Holder of Transfer
         Restricted Securities included within the coverage of any Shelf
         Registration Statement, without charge, at least one conformed copy of
         such Shelf Registration Statement and any post-effective amendment
         thereto, including financial statements and schedules and, if any such
         Holder so requests in writing, all exhibits thereto (including those,
         if any, incorporated by reference).

                  (e) The Company will, during the Shelf Registration Period,
         promptly deliver to each Holder of Transfer Restricted Securities
         included within the coverage of any Shelf Registration Statement,
         without charge, as many copies of the prospectus (including each
         preliminary prospectus) included in such Shelf Registration Statement
         and any amendment or supplement thereto as such Holder may reasonably
         request; and the Company consents to the use of such prospectus or any
         amendment or supplement thereto by each of the selling Holders of
         Transfer Restricted Securities in connection with the offer and sale of
         the Transfer Restricted Securities covered by such prospectus or any
         amendment or supplement thereto.


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                                                                               8


                  (f) The Company will furnish to each Initial Purchaser and
         each Exchanging Dealer, and to any other Holder who so requests,
         without charge, at least one conformed copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules and, if any Initial
         Purchaser or Exchanging Dealer or any such Holder so requests in
         writing, all exhibits thereto (including those, if any, incorporated by
         reference).

                  (g) The Company will, during the Exchange Offer Registration
         Period or the Shelf Registration Period, as applicable, promptly
         deliver to each Initial Purchaser, each Exchanging Dealer and such
         other persons that are required to deliver a prospectus following the
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement or the Shelf
         Registration Statement and any amendment or supplement thereto as such
         Initial Purchaser, Exchanging Dealer or other persons may reasonably
         request; and the Company consents to the use of such prospectus or any
         amendment or supplement thereto by any such Initial Purchaser,
         Exchanging Dealer or other persons, as applicable, as aforesaid.

                  (h) Prior to the effective date of any Registration Statement,
         the Company and the Subsidiary Guarantors will use their commercially
         reasonable efforts to register or qualify, or cooperate with the
         Holders of Securities, Exchange Securities or Private Exchange
         Securities included therein and their respective counsel in connection
         with the registration or qualification of, such Securities, Exchange
         Securities or Private Exchange Securities for offer and sale under the
         securities or blue sky laws of such jurisdictions as any such Holder
         reasonably requests in writing and do any and all other acts or things
         necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities, Exchange Securities or Private
         Exchange Securities covered by such Registration Statement; provided
         that the Company and the Subsidiary Guarantors will not be required to
         qualify generally to do business in any jurisdiction where it is not
         then so qualified or to take any action which would subject it to
         general service of process or to taxation in any such jurisdiction
         where it is not then so subject.

                  (i) The Company and the Subsidiary Guarantors will cooperate
         with the Holders of Securities, Exchange Securities or Private Exchange
         Securities to facilitate the timely preparation and delivery of
         certificates representing Securities, Exchange Securities or Private
         Exchange Securities to be sold pursuant to any Registration Statement
         free of any restrictive legends and in such denominations and
         registered in such names as the Holders thereof may request in writing
         prior to sales of Securities, Exchange Securities or Private Exchange
         Securities pursuant to such Registration Statement.

                  (j) If any event contemplated by Section 4(b)(ii) through (v)
         occurs during the period for which the Company is required to maintain
         an effective Registration Statement, the Company and the Subsidiary
         Guarantors will use their commercially reasonable efforts to promptly
         prepare and file with the Commission a post-effective amendment to the
         Registration Statement or a supplement to the related prospectus or
         file any other required document so that, as thereafter delivered to
         purchasers of the Securities, Exchange Securities or Private Exchange
         Securities from a Holder, the prospectus will not include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.


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                                                                               9


                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide CUSIP numbers for the
         Securities, the Exchange Securities and the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Securities, the Exchange Securities or the
         Private Exchange Securities, as the case may be, in a form eligible for
         deposit with The Depository Trust Company.

                  (l) The Company and the Subsidiary Guarantors will comply with
         all applicable rules and regulations of the Commission and will make
         generally available to its security holders as soon as practicable
         after the effective date of the applicable Registration Statement an
         earning statement satisfying the provisions of Section 11(a) of the
         Securities Act; provided that in no event shall such earning statement
         be delivered later than 45 days after the end of a 12-month period (or
         90 days, if such period is a fiscal year) beginning with the first
         month of the Company's first fiscal quarter commencing after the
         effective date of the applicable Registration Statement, which
         statement shall cover such 12-month period.

                  (m) The Company and the Subsidiary Guarantors will cause the
         Indenture or the Exchange Securities Indenture, as the case may be, to
         be qualified under the Trust Indenture Act as required by applicable
         law in a timely manner.

                  (n) The Company may require each Holder of Transfer Restricted
         Securities to be registered pursuant to any Shelf Registration
         Statement to furnish to the Company such information concerning the
         Holder and the distribution of such Transfer Restricted Securities as
         the Company may from time to time reasonably require for inclusion in
         such Shelf Registration Statement, and the Company may exclude from
         such registration the Transfer Restricted Securities of any Holder that
         fails to furnish such information within a reasonable time after
         receiving such request.

                  (o) In the case of a Shelf Registration Statement, each Holder
         of Transfer Restricted Securities to be registered pursuant thereto
         agrees by acquisition of such Transfer Restricted Securities that, upon
         receipt of any notice from the Company pursuant to Section 4(b)(ii)
         through (v), such Holder will discontinue disposition of such Transfer
         Restricted Securities until such Holder's receipt of copies of the
         supplemental or amended prospectus contemplated by Section 4(j) or
         until advised in writing (the "Advice") by the Company that the use of
         the applicable prospectus may be resumed. If the Company shall give any
         notice under Section 4(b)(ii) through (v) during the period that the
         Company is required to maintain an effective Registration Statement
         (the "Effectiveness Period"), such Effectiveness Period shall be
         extended by the number of days during such period from and including
         the date of the giving of such notice to and including the date when
         each seller of Transfer Restricted Securities covered by such
         Registration Statement shall have received (x) the copies of the
         supplemental or amended prospectus contemplated by Section 4(j) (if an
         amended or supplemental prospectus is required) or (y) the Advice (if
         no amended or supplemental prospectus is required).

                  (p) In the case of a Shelf Registration Statement, the Company
         and the Subsidiary Guarantors shall enter into such customary
         agreements (including, if requested, an underwriting agreement in
         customary form) and take all such other action, if any, as Holders of a
         majority in aggregate principal amount of the Securities, Exchange


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                                                                              10


         Securities and Private Exchange Securities being sold or the managing
         underwriters (if any) shall reasonably request in order to facilitate
         any disposition of Securities, Exchange Securities or Private Exchange
         Securities pursuant to such Shelf Registration Statement.

                  (q) In the case of a Shelf Registration Statement, the Company
         shall (i) make reasonably available for inspection by a representative
         of, and Special Counsel (as defined below) acting for, Holders of a
         majority in aggregate principal amount of the Securities, Exchange
         Securities and Private Exchange Securities being sold and any
         underwriter participating in any disposition of Securities, Exchange
         Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement, all relevant financial and other records,
         pertinent corporate documents and properties of the Company and its
         subsidiaries and (ii) use its commercially reasonable efforts to have
         its officers, directors, employees, accountants and counsel supply all
         relevant information reasonably requested by such representative,
         Special Counsel or any such underwriter (an "Inspector") in connection
         with such Shelf Registration Statement.

                  (r) In the case of a Shelf Registration Statement, the Company
         shall, if requested by Holders of a majority in aggregate principal
         amount of the Securities, Exchange Securities and Private Exchange
         Securities being sold, their Special Counsel or the managing
         underwriters (if any) in connection with such Shelf Registration
         Statement, use its commercially reasonable efforts to cause (i) its
         counsel to deliver an opinion relating to the Shelf Registration
         Statement and the Securities, Exchange Securities or Private Exchange
         Securities, as applicable, in customary form, (ii) its officers to
         execute and deliver all customary documents and certificates requested
         by Holders of a majority in aggregate principal amount of the
         Securities, Exchange Securities and Private Exchange Securities being
         sold, their Special Counsel or the managing underwriters (if any) and
         (iii) its independent public accountants to provide a comfort letter or
         letters in customary form, subject to receipt of appropriate
         documentation as contemplated, and only if permitted, by Statement of
         Auditing Standards No. 72.

                  5. Registration Expenses. Except as provided in Section 9
hereof, the Company and the Subsidiary Guarantors will bear all expenses
incurred in connection with the performance of their obligations under Sections
1, 2, 3 and 4, and the Company will reimburse the Initial Purchasers and the
Holders for the reasonable fees and disbursements of one firm of attorneys (in
addition to any local counsel) chosen by the Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities to be sold pursuant to each Registration Statement (the
"Special Counsel") acting for the Initial Purchasers or Holders in connection
therewith.

                  6. Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, the Company and each of the Subsidiary Guarantors shall jointly and
severally indemnify and hold harmless each Holder (including, without
limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates,
their respective officers, directors, employees, representatives and agents, and
each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6 and Section 7 as a Holder) from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Securities, Exchange Securities or Private
Exchange Securities), to which that Holder may become subject, whether commenced
or threatened, under the Securities Act, the


<PAGE>
                                                                              11


Exchange Act, any other federal or state statutory law or regulation, at common
law or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any such Registration Statement or any
prospectus forming part thereof or in any amendment or supplement thereto or
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and
shall reimburse each Holder promptly upon demand for any reasonable legal or
other expenses reasonably incurred by that Holder in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that the Company and
the Subsidiary Guarantors shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in conformity
with any Holders' Information; and provided, further, that with respect to any
such untrue statement in or omission from any related preliminary prospectus,
the indemnity agreement contained in this Section 6(a) shall not inure to the
benefit of any Holder from whom the person asserting any such loss, claim,
damage, liability or action received Securities, Exchange Securities or Private
Exchange Securities to the extent that such loss, claim, damage, liability or
action of or with respect to such Holder results from the fact that both (A) a
copy of the final prospectus and any amendment or supplement thereto was not
sent or given to such person at or prior to the written confirmation of the sale
of such Securities, Exchange Securities or Private Exchange Securities to such
person and (B) the untrue statement in or omission from the related preliminary
prospectus was corrected in the final prospectus or any amendment or supplement
thereto unless, in either case, such failure to deliver the final prospectus or
any amendment or supplement thereto was a result of non-compliance by the
Company with Section 4(d), 4(e), 4(f) or 4(g).

                  (b) In the event of a Shelf Registration Statement, each
         Holder shall indemnify and hold harmless the Company, each Subsidiary
         Guarantor and their respective affiliates, their respective officers,
         directors, employees, representatives and agents, and each person, if
         any, who controls the Company or any Subsidiary Guarantor within the
         meaning of the Securities Act or the Exchange Act (collectively
         referred to for purposes of this Section 6(b) and Section 7 as the
         Company), from and against any loss, claim, damage or liability, joint
         or several, or any action in respect thereof, to which the Company may
         become subject, whether commenced or threatened, under the Securities
         Act, the Exchange Act, any other federal or state statutory law or
         regulation, at common law or otherwise, insofar as such loss, claim,
         damage, liability or action arises out of, or is based upon, (i) any
         untrue statement or alleged untrue statement of a material fact
         contained in any such Registration Statement or any prospectus forming
         part thereof or in any amendment or supplement thereto or (ii) the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, but in each case only to the extent that the untrue
         statement or alleged untrue statement or omission or alleged omission
         was made in reliance upon and in conformity with any Holders'
         Information furnished to the Company by such Holder, and shall
         reimburse the Company for any legal or other expenses reasonably
         incurred by the Company in connection with investigating or defending
         or preparing to defend against or appearing as a third-party witness in
         connection with any such loss, claim, damage, liability or action as
         such expenses are incurred; provided, however, that no such Holder
         shall be liable for any indemnity claims hereunder in excess of the
         amount of net


<PAGE>
                                                                              12


         proceeds received by such Holder from the sale of Securities, Exchange
         Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement.

                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of any claim or the commencement of any action, the
         indemnified party shall, if a claim in respect thereof is to be made
         against the indemnifying party pursuant to Section 6(a) or 6(b), notify
         the indemnifying party in writing of the claim or the commencement of
         that action; provided, however, that the failure to notify the
         indemnifying party shall not relieve the indemnifying party from any
         liability which it may have under this Section 6 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 party shall not relieve it
         from any liability which it may have to an indemnified party otherwise
         than under this Section 6. If any such claim or action shall be brought
         against an indemnified party, and it shall notify the indemnifying
         party thereof, the indemnifying party shall be entitled to participate
         therein and, to the extent that it wishes, jointly with any other
         similarly notified indemnifying party, to assume the defense thereof
         with counsel reasonably satisfactory to the indemnified party. After
         notice from the indemnifying party to the indemnified party of its
         election to assume the defense of such claim or action, the
         indemnifying party shall not be liable to the indemnified party under
         this Section 6 for any legal or other expenses subsequently incurred by
         the indemnified party in connection with the defense thereof other than
         the reasonable costs of investigation; provided, however, that an
         indemnified party shall have the right to employ its own counsel in any
         such action, but the fees, expenses and other charges of such counsel
         for the indemnified party will be at the expense of such indemnified
         party unless (1) the employment of counsel by the indemnified party has
         been authorized in writing by the indemnifying party, (2) the
         indemnified party has reasonably concluded (based upon written advice
         of counsel to the indemnified party, a copy of which has been provided
         to the indemnifying party) that there may be legal defenses available
         to it or other indemnified parties that are different from or in
         addition to those available to the indemnifying party, (3) a conflict
         or potential conflict exists (based upon written advice of counsel to
         the indemnified party, a copy of which has been provided to the
         indemnifying party) between the indemnified party and the indemnifying
         party (in which case the indemnifying party will not have the right to
         direct the defense of such action on behalf of the indemnified party)
         or (4) the indemnifying party has not in fact employed counsel
         reasonably satisfactory to the indemnified party to assume the defense
         of such action within a reasonable time after receiving notice of the
         commencement of the action, in each of which cases the reasonable fees,
         disbursements and other charges of counsel will be at the expense of
         the indemnifying party or parties. It is understood that the
         indemnifying party or parties shall not, in connection with any
         proceeding or related proceedings in the same jurisdiction, be liable
         for the reasonable fees, disbursements and other charges of more than
         one separate firm of attorneys (in addition to any local counsel) at
         any one time for all such indemnified party or parties. Each
         indemnified party, as a condition of the indemnity agreements contained
         in Sections 6(a) and 6(b), shall use all reasonable efforts to
         cooperate with the indemnifying party in the defense of any such action
         or claim. No indemnifying party shall be liable for any settlement of
         any such action effected without its written consent (which consent
         shall not be unreasonably withheld), but if settled with its written
         consent or if there be a final judgment for the plaintiff in any such
         action, the indemnifying party agrees to indemnify and hold harmless
         any indemnified party from and against any loss or liability by reason
         of such settlement or judgment. No indemnifying party shall, without
         the prior written consent of the indemnified party


<PAGE>
                                                                              13


         (which consent shall not be unreasonably withheld), effect any
         settlement of any pending or threatened proceeding in respect of which
         any indemnified party is or could have been a party and indemnity could
         have been sought hereunder by such indemnified party, unless such
         settlement includes an unconditional release of such indemnified party
         from all liability on claims that are the subject matter of such
         proceeding.

                  7. Contribution. If the indemnification provided for in
Section 6 is unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company and the Subsidiary
Guarantors from the offering and sale of the Securities, on the one hand, and a
Holder with respect to the sale by such Holder of Securities, Exchange
Securities or Private Exchange Securities, on the other, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Subsidiary Guarantors on the one hand and such Holder on the other with
respect to the statements or omissions that resulted in such loss, claim, damage
or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company and each
of the Subsidiary Guarantors on the one hand and a Holder on the other with
respect to such offering and such sale shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Securities (before
deducting expenses) received by or on behalf of the Company and each of the
Subsidiary Guarantor, on the one hand, and the total discounts and commissions
received by such Holder with respect to the Securities, the Exchange Securities
or the Private Exchange Securities, on the other, bear to the total gross
proceeds from the sale of Securities, Exchange Securities or Private Exchange
Securities. The relative fault 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 the Company and
each of the Subsidiary Guarantors or information supplied by the Company and
each of the Subsidiary Guarantors on the one hand or to any Holders' Information
supplied by such Holder on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section 7 were to be
determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss, claim,
damage or liability, or action in respect thereof, referred to above in this
Section 7 shall be deemed to include, for purposes of this Section 7, any
reasonable legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 7, an
indemnifying party that is a Holder of Securities, Exchange Securities or
Private Exchange Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities, Exchange
Securities or Private Exchange Securities sold by such indemnifying party to any
purchaser exceeds the amount of any damages which such indemnifying party has
otherwise paid or become liable to pay by reason of any 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.

                  8. Rules 144 and 144A. The Company shall use its commercially
reasonable efforts to file the reports required to be filed by it under the
Securities Act and the


<PAGE>
                                                                              14


Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the written request of any Holder of
Transfer Restricted Securities, make publicly available other information so
long as necessary to permit sales of such Holder's securities pursuant to Rules
144 and 144A. The Company and the Subsidiary Guarantors covenant that they will
take such further action as any Holder of Transfer Restricted Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon
the written request of any Holder of Transfer Restricted Securities, the Company
and the Subsidiary Guarantors shall deliver to such Holder a written statement
as to whether it has complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 8 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

                  9. Underwritten Registrations. If any of the Transfer
Restricted Securities covered by any Shelf Registration Statement are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities included in such offering, subject to the consent of the Company
(which shall not be unreasonably withheld or delayed), and such Holders shall be
responsible for all underwriting commissions and discounts in connection
therewith.

                  No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                  10. Exchange of Existing 11% Senior Subordinated Notes.
Notwithstanding any other provision of this Agreement, the Company may register
the exchange of the 11% Senior Subordinated Notes due 2008 that the Company
issued under the Indenture (as amended to the date hereof) dated as of August
18, 1998 (the "Existing Notes"), in the Exchange Offer Registration Statement
filed hereunder; provided that the securities issued in exchange for such
securities and the Exchange Securities must be issued under the same indenture
(whether the Indenture or the Exchange Securities Indenture). If the Existing
Notes are covered by the Exchange Offer Registration Statement pursuant to this
Section 10, the terms "Exchange Offer" shall include the offer to exchange the
Existing Notes. Notwithstanding the foregoing, in no event shall the Company be
obligated to pay liquidated damages pursuant to Section 3 hereof for the failure
to effect the Exchange Offer under the Exchange Offer Registration Statement
within the time periods specified in Section 3 hereof with respect to the
Existing Notes.

                  11. Miscellaneous. (a) Amendments and Waivers. The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
Company has obtained the written consent of Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities, taken as a single class. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities, Exchange
Securities or Private Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a


<PAGE>
                                                                              15


majority in aggregate principal amount of the Securities, the Exchange
Securities and the Private Exchange Securities being sold by such Holders
pursuant to such Registration Statement.

                  (b) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery,
         first-class mail, telecopier or air courier guaranteeing next-day
         delivery:

                  (1) if to a Holder, at the most current address given by such
         Holder to the Company in accordance with the provisions of this Section
         10(b), which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the Indenture,
         with a copy in like manner to the Initial Purchasers;

                  (2) if to an Initial Purchaser, initially at its address set
         forth in the Purchase Agreement;

                  (3) if to the Company, initially at the address of the Company
         set forth in the Purchase Agreement; and

                  (4) if to the Subsidiary Guarantors, initially at the address
         of the Subsidiary Guarantors set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; one business
day after being delivered to a next-day air courier; five business days after
being deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

                  (c) Successors And Assigns. This Agreement shall be binding
         upon the Company, the Subsidiary Guarantors and their respective
         successors and assigns.

                  (d) Counterparts. This Agreement may be executed in any number
         of counterparts (which may be delivered in original form or by
         telecopier) 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.

                  (e) Definition of Terms. For purposes of this Agreement, (a)
         the term "business day" means any day on which the New York Stock
         Exchange, Inc. is open for trading, (b) the term "subsidiary" has the
         meaning set forth in Rule 405 under the Securities Act and (c) except
         where otherwise expressly provided, the term "affiliate" has the
         meaning set forth in Rule 405 under the Securities Act.

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

                  (g) Governing Law. This Agreement shall be governed by and
         construed in accordance with the laws of the State of New York.

                  (h) Remedies. In the event of a breach by the Company or any
         of the Subsidiary Guarantors or by any Holder of any of their
         respective obligations under this Agreement, each Holder or the Company
         or any Subsidiary Guarantor, as the case may be, in addition to being
         entitled to exercise all rights granted by law, including recovery of
         damages (other than the recovery of damages for a breach by the Company
         or any


<PAGE>
                                                                              16


         Subsidiary Guarantor of their obligations under Sections 1 or 2 hereof
         for which liquidated damages have been paid pursuant to Section 3
         hereof), will be entitled to specific performance of its rights under
         this Agreement. The Company, each Subsidiary Guarantor and each Holder
         agree that monetary damages would not be adequate compensation for any
         loss incurred by reason of a breach by it of any of the provisions of
         this Agreement (other than a breach by the Company of its obligations
         under Sections 1 or 2 hereof for which liquidated damages shall have
         been paid pursuant to Section 3 hereof) and hereby further agree that,
         in the event of any action for specific performance in respect of such
         breach, it shall waive the defense that a remedy at law would be
         adequate.

                  (i) No Inconsistent Agreements. Each of the Company and each
         Subsidiary Guarantor represents, warrants and agrees that, other than
         with respect to the exchange and registration rights agreement entered
         into in connection with the Existing Notes, (i) it has not entered into
         and shall not, on or after the date of this Agreement until the
         Exchange Offer is effected, enter into any agreement for the
         registration of its debt securities that is inconsistent with the
         rights granted to the Holders in this Agreement or otherwise conflicts
         with the provisions hereof, (ii) it has not previously entered into any
         agreement which remains in effect granting any registration rights with
         respect to any of its debt securities to any person and (iii) without
         limiting the generality of the foregoing, without the written consent
         of the Holders of a majority in aggregate principal amount of the then
         outstanding Transfer Restricted Securities, it shall not grant to any
         person, until the Exchange Offer is effected, the right to request the
         Company to register any debt securities of the Company under the
         Securities Act unless the rights so granted are not in conflict or
         inconsistent with the provisions of this Agreement.

                  (j) No Piggyback on Registrations. Neither the Company nor any
         of its security holders (other than the Holders of Transfer Restricted
         Securities in such capacity) shall have the right to include any
         securities of the Company in any Shelf Registration or Exchange Offer
         other than Transfer Restricted Securities.

                  (k) Severability. The remedies provided herein are cumulative
         and not exclusive of any remedies provided by law. If any term,
         provision, covenant or restriction of this Agreement is held by a court
         of competent jurisdiction to be invalid, illegal, void or
         unenforceable, the remainder of the terms, provisions, covenants and
         restrictions set forth herein shall remain in full force and effect and
         shall in no way be affected, impaired or invalidated, and the parties
         hereto shall use their commercially reasonable efforts to find and
         employ an alternative means to achieve the same or substantially the
         same result as that contemplated by such term, provision, covenant or
         restriction. It is hereby stipulated and declared to be the intention
         of the parties that they would have executed the remaining terms,
         provisions, covenants and restrictions without including any of such
         that may be hereafter declared invalid, illegal, void or unenforceable.


<PAGE>
                                                                              17


                  Please confirm that the foregoing correctly sets forth the
agreement among the Company and the Initial Purchasers.

                                        Very truly yours,

                                        RENT-A-CENTER, INC.


                                         By:         /s/ Mark E. Speese
                                             ----------------------------------
                                                 Mark E. Speese
                                                 Chief Executive Officer


                                        COLORTYME, INC.


                                         By:          /s/ Mark E. Speese
                                             ----------------------------------
                                                 Mark E. Speese
                                                 Vice President


                                        ADVANTAGE COMPANIES, INC.


                                         By:          /s/ Mark E. Speese
                                             ----------------------------------
                                                 Mark E. Speese
                                                 President




<PAGE>
                                                                              18


Accepted:

J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.

By: J.P. MORGAN SECURITIES INC.



By:       /s/ Ira Ginsburg
    -------------------------------
        Authorized Signatory






<PAGE>
                                                                              19


                                                             ANNEX A
                                                             TO THE REGISTRATION
                                                             RIGHTS AGREEMENT


                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company has agreed
that, for a period of 90 days after the consummation of the Exchange Offer (as
defined herein), it will use its commercially reasonable efforts to make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."



<PAGE>
                                                                              20


                                                             ANNEX B
                                                             TO THE REGISTRATION
                                                             RIGHTS AGREEMENT


                  Each broker-dealer that receives Exchange Securities for its
own account in exchange for Securities, where such Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."



<PAGE>
                                                                              21


                                                             ANNEX C
                                                             TO THE REGISTRATION
                                                             RIGHTS AGREEMENT

                              PLAN OF DISTRIBUTION


                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the consummation of the Exchange Offer, it
will use its commercially reasonable efforts to make this prospectus, as amended
or supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until _______________, 200_, all dealers effecting
transactions in the Exchange Securities may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to the
Exchange Offer and any broker or dealer that participates in a distribution of
such Exchange Securities may be deemed to be an "underwriter" within the meaning
of the Securities Act and any profit on any such resale of Exchange Securities
and any commission or concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act. The Letter of Transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                  For a period of 90 days after the consummation of the Exchange
Offer, the Company will promptly send additional copies of this Prospectus and
any amendment or supplement to this Prospectus to any broker-dealer that
requests such documents in the Letter of Transmittal. The Company has agreed to
pay all expenses incident to the Exchange Offer (including the expenses of one
counsel for the Holders of the Securities) other than commissions or concessions
of any broker-dealers and will indemnify the Holders of the Securities
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.



<PAGE>
                                                                              22


                                                             ANNEX D
                                                             TO THE REGISTRATION
                                                             RIGHTS AGREEMENT



         [ ]      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                  Address:




If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.