exv4w10



 




Exhibit 4.10




RENT-A-CENTER, INC.,



as Issuer,




the GUARANTORS named herein,

as Guarantors,




and




THE BANK OF NEW YORK,



as Trustee




FIFTH SUPPLEMENTAL INDENTURE




Dated as of June 30, 2005




to




INDENTURE




Dated as of May 6, 2003




by and among




RENT-A-CENTER, INC., as Issuer,




the GUARANTORS named therein, as Guarantors,




and




THE BANK OF NEW YORK, as Trustee




$300,000,000

Series B

7 1/2% Senior Subordinated Notes due 2010




 









 





     This FIFTH SUPPLEMENTAL INDENTURE, dated as of June 30, 2005, is entered into by and among
Rent-A-Center, Inc., a Delaware corporation (the “Company”), Rent-A-Center East, Inc., a Delaware
corporation (“RAC East”), ColorTyme, Inc., a Texas corporation (“ColorTyme”), Rent-A-Center West,
Inc., a Delaware corporation (“RAC West”), Get It Now, LLC, a Delaware limited liability company
(“Get It Now”), Rent-A-Center Texas, L.P., a Texas limited partnership (“RAC Texas, LP”),
Rent-A-Center Texas, L.L.C., a Nevada limited liability company (“RAC Texas, LLC”), Rent-A-Center
International, Inc., a Delaware corporation (“RAC International”), Rent-A-Center Addison, L.L.C., a
Delaware limited liability company (“RAC Addison”), RAC National Product Service, LLC, a Delaware
limited liability company (“RAC National”), RAC RR, Inc., a Delaware corporation (“RAC RR”),
Rainbow Rentals, Inc., an Ohio corporation and successor in interest to Eagle Acquisition Sub,
Inc., an Ohio corporation (“Rainbow”), RAC West Acquisition Sub, Inc., a Delaware corporation (“RAC
West Acquisition Sub”), AAA Rent to Own, Inc., an Idaho corporation (“AAA Rent to Own”), AAA Rent
to Own — Pasco, Inc., a Washington corporation (“AAA Pasco”), AAA Rent to Own — Boise, Inc., an
Idaho corporation (“AAA Boise”), AAA Rent to Own, Elko, Inc., a Nevada corporation (“AAA Elko”),
AAA Rent to Own, Reno, Inc., a Nevada corporation (“AAA Reno”), Rentals, Inc., a Montana
corporation (“Rentals”), AAA Rent to Own — Oregon , Inc., an Oregon corporation (“AAA Oregon”),
AAA Rent to Own — Utah, Inc., a Utah corporation (“AAA Utah,” and together with AAA Rent to Own,
AAA Pasco, AAA Boise, AAA Elko, AAA Reno, Rentals and AAA Oregon, the “GCH Entities”), and The Bank
of New York, a New York banking corporation, as Trustee (the “Trustee”).



     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of May 6, 2003, as supplemented by the First Supplemental Indenture, dated December 4, 2003, the
Second Supplemental Indenture, dated April 26, 2004, the Third Supplemental Indenture, dated May 7,
2004, and the Fourth Supplemental Indenture, dated as of May 14, 2004, 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, 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, and Rainbow are currently Guarantors under the
Indenture; and



     WHEREAS, RAC West has formed RAC West Acquisition Sub as an indirect wholly-owned subsidiary
of the Company; and



     WHEREAS, RAC West Acquisition Sub has formed RAC West Acquisition Sub Idaho, Inc., a Delaware
corporation, as a direct wholly-owned subsidiary of RAC West Acquisition Sub (“RAC Idaho”), RAC
West Acquisition Sub Pasco, Inc., a Delaware corporation, as a direct wholly-owned subsidiary of
RAC West Acquisition Sub (“RAC Pasco”), RAC West Acquisition Sub Boise, Inc., a Delaware
corporation, as a direct wholly-owned subsidiary of RAC West Acquisition Sub (“RAC Boise”), RAC
West Acquisition Sub Elko, Inc., a Delaware corporation, as a direct wholly-owned subsidiary of RAC
West Acquisition Sub (“RAC Elko”), RAC West Acquisition Sub Reno, Inc., a Delaware corporation, as
a direct wholly-owned subsidiary of RAC West Acquisition Sub (“RAC Reno”), RAC West Acquisition Sub
Montana, Inc., a Delaware corporation, as a direct wholly-owned subsidiary of RAC West Acquisition
Sub



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(“RAC Montana”), RAC West Acquisition Sub Oregon, Inc., a Delaware corporation, as a direct
wholly-owned subsidiary of RAC West Acquisition Sub (“RAC Oregon”), and RAC West Acquisition Sub
Utah, Inc., a Delaware corporation, as a direct wholly-owned subsidiary of RAC West Acquisition Sub
(“RAC Utah”) (collectively, the “RAC West Acquisition Entities”); and



     WHEREAS, the Company, RAC West Acquisition Sub, the respective RAC West Acquisition Entity
described below, GCH Management, Inc., a Nevada corporation (“GCH”), and each of the shareholders
of the respective GCH Entities are parties to those certain Agreements and Plans of Merger, dated
as of June 30, 2005, whereby (i) RAC Idaho will merge with and into AAA Rent to Own, with AAA Rent
to Own continuing as the surviving entity; (ii) RAC Pasco will merge with and into AAA Pasco, with
AAA Pasco continuing as the surviving entity; (iii) RAC Boise will merge with and into AAA Boise,
with AAA Boise continuing as the surviving entity; (iv) RAC Elko will merge with and into AAA Elko,
with AAA Elko continuing as the surviving entity; (v) RAC Reno will merge with and into AAA Reno,
with AAA Reno continuing as the surviving entity; (vi) RAC Montana will merge with and into
Rentals, with Rentals continuing as the surviving entity; (vii) RAC Oregon will merge with and into
AAA Oregon, with AAA Oregon continuing as the surviving corporation; and (viii) RAC Utah will merge
with and into AAA Utah, with AAA Utah continuing as the surviving entity (collectively, the “GCH
Mergers”); and



     WHEREAS, the Company has designated (i) RAC West Acquisition Sub as a Restricted Subsidiary
under the Indenture to be effective immediately upon the consummation of the first GCH Merger and
(ii) each of the GCH Entities, as the surviving entities in the GCH Mergers, as Restricted
Subsidiaries under the Indenture to be effective immediately upon the consummation of the
respective GCH Merger with respect to such GCH Entity; and



     WHEREAS, pursuant to Section 1009 of the Indenture, the GCH Mergers are permitted under the
Indenture; and



     WHEREAS, pursuant to Section 1020 of the Indenture, the addition of RAC West Acquisition Sub
and each of the GCH Entities as Guarantors is required under the Indenture; and



     WHEREAS, RAC West Acquisition Sub and each of the GCH Entities have agreed to become
Guarantors by guaranteeing the obligations of the Company under the Indenture in accordance with
the terms thereof; and



     WHEREAS, RAC West Acquisition Sub and each of the GCH Entities have been duly authorized to
enter into, execute, and deliver this Fifth Supplemental Indenture.



     NOW, THEREFORE, for and in consideration of the premises and covenants and agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company, RAC East, ColorTyme, RAC West, Get It Now, RAC Texas, LP, RAC
Texas, LLC, RAC International, RAC Addison, RAC National, RAC RR, Rainbow, RAC West Acquisition
Sub, AAA Rent to Own, AAA Pasco, AAA Boise, AAA Elko, AAA Reno, Rentals, AAA Oregon, and AAA Utah,
and the Trustee agree as follows:



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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 West Acquisition Sub and each of the
GCH Entities as additional Guarantors under the Indenture. As of the date hereof (the “Effective
Time”), RAC West Acquisition Sub and each of the GCH 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, and Rainbow shall continue to be, a “Guarantor” under and as defined in the
Indenture, and at the Effective Time, RAC West Acquisition Sub and each of the GCH Entities shall
assume all the obligations of a Guarantor under the Notes and the Indenture as described in the
Indenture. RAC West Acquisition Sub and each of the GCH 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.



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



SECTION 7. This Fifth 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 Fifth Supplemental Indenture and
the Indenture, this Fifth 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 Fifth 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 Rent to Own, AAA Pasco, AAA Boise, AAA Elko, AAA Reno,
Rentals, AAA Oregon, and AAA Utah.




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


	 	 	 	 	 
	THE BANK OF NEW YORK,

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, INC.

 	 
	 	By:  	/s/Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 
	 	AAA RENT TO OWN — PASCO, INC.

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








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	 	AAA RENT TO OWN — BOISE, 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 	 
	 
	 	RENTALS, INC.

 	 
	 	By:  	/s/Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel
 	 
	 	 	Vice President 	 
	 
	 	AAA RENT TO OWN — OREGON, INC.

 	 
	 	By:  	/s/Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 
	 	AAA RENT TO OWN — UTAH, INC.

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





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