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Exhibit 4.6




RENT-A-CENTER, INC.,

as Issuer,




the GUARANTORS named herein,

as Guarantors,




and




THE BANK OF NEW YORK

as Trustee




FIRST SUPPLEMENTAL INDENTURE




Dated as of December 4, 2003




to




INDENTURE




Dated as of May 6, 2003




between




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 FIRST SUPPLEMENTAL INDENTURE, dated as of December 4, 2003, 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”), 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, by and among the Company, RAC East,
ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC Texas, LLC and the Trustee
(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 and RAC
Texas, LLC are currently Guarantors under the Indenture; and



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



     WHEREAS, in connection with the formation of RAC International, the Board
of Directors of the Company has designated RAC International as a Restricted
Subsidiary under the Indenture; and



     WHEREAS, RAC International has agreed to become a Guarantor by
guaranteeing the obligations of the Company under the Indenture in accordance
with the terms thereof; and



     WHEREAS, pursuant to Section 1020 of the Indenture, the addition of RAC
International as a Guarantor is required under the Indenture; and



     WHEREAS, RAC International has been duly authorized to enter into, execute
and deliver this First Supplemental Indenture; and



     WHEREAS, RAC Texas, LP has formed RAC Addison as a wholly-owned subsidiary
of RAC Texas, LP; and



     WHEREAS, from time to time, RAC Texas, LP intends to transfer certain
assets of RAC Texas, LP to RAC Addison (the “Asset Transfer”); and



     WHEREAS, in connection with the formation of RAC Addison and the resulting
Asset Transfer, the Board of Directors of the Company has designated RAC
Addison as a Restricted Subsidiary under the Indenture; and



     WHEREAS, pursuant to Sections 1009, 1012 and 1017 of the Indenture, the
Asset Transfer is permitted under the Indenture; and



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     WHEREAS, in partial consideration for the Asset Transfer, RAC Addison has
agreed to become a Guarantor by guaranteeing the obligations of the Company
under the Indenture in accordance with the terms thereof; and



     WHEREAS, pursuant to Section 1020 of the Indenture, the addition of RAC
Addison as a Guarantor is required under the Indenture; and



     WHEREAS, RAC Addison has been duly authorized to enter into, execute and
deliver this First 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 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 International and
RAC Addison as additional Guarantors under the Indenture. As of the date
hereof (the “Effective Time”), RAC International and RAC Addison shall become,
and each of RAC East, ColorTyme, RAC West, Get It Now, RAC Texas, LP and RAC
Texas, LLC shall continue to be, a “Guarantor” under and as defined in the
Indenture, and at the Effective Time, RAC International and RAC Addison shall
assume all the obligations of a Guarantor under the Notes and the Indenture as
described in the Indenture. RAC International and RAC Addison hereby, jointly
and severally, 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 First 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 First 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 First 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 First 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 First
Supplemental Indenture may refer to the Indenture without making specific
reference to this First Supplemental Indenture, but




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nevertheless all such references shall include this First Supplemental
Indenture unless the context otherwise requires.



SECTION 7. This First 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 First
Supplemental Indenture and the Indenture, this First 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 First 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 and RAC Addison.




[Remainder of Page Intentionally Left Blank]




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



THE BANK OF NEW YORK,

as Trustee



By:     /s/ Van U. Brown




Name:   Van U. Brown




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/ James Ashworth	 	 
	 	 	 	 	
 
	 	 	 	 	James Ashworth
	 	 	 	 	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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