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                                                                     Exhibit 4.3

                       FIRST AMENDMENT TO CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 30, 2002,
amends that certain Amended and Restated Credit Agreement dated as of January
11, 2002 ( the "Agreement"), by and among RAINBOW RENTALS, INC. an Ohio
corporation (the "Borrower"), the Banks party thereto and NATIONAL CITY BANK, as
Agent for the Banks (the "Agent").

                                   BACKGROUND

                  WHEREAS, pursuant to the Agreement the Agent and the Banks
provided to the Borrower a revolving credit facility in an aggregate principal
amount not to exceed $25,000,000 at any one time outstanding;

                  WHEREAS, the Borrower has requested the Banks to amend the
definition of Consolidated Adjusted Cash Flow from Operations in the Agreement;
and

                  WHEREAS, the Banks have agreed to amend the definition in the
Agreement, subject to the terms and conditions hereinafter set forth.

                  NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements and intending to be legally bound hereby,
covenant and agree as follows:

                                    AGREEMENT

1.       DEFINITIONS. Capitalized terms used herein unless otherwise defined
         herein shall have the meanings ascribed to them in the Agreement.

2.       AMENDMENT TO SECTION 1.1 [DEFINED TERMS]. The following definition in
         Section 1.1 of the Agreement is hereby amended and restated as follows:

                  "CONSOLIDATED ADJUSTED CASH FLOW FROM OPERATIONS for any
period of determination shall mean (i) the sum of net income, interest expense,
other non-cash charges to net income, and income tax expense and minus (ii)
non-cash credits to net income, in each case of the Borrower and its
Subsidiaries for such period determined and consolidated in accordance with
GAAP. If the Borrower or any Loan Party shall have made one or more Permitted
Acquisitions as permitted under Section 8.2.6(2) during the period of
determination, Consolidated Adjusted Cash Flow from Operations for such period
shall be adjusted on a pro forma basis reasonably acceptable to the Agent and
based upon the historical

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financial statements reasonably acceptable to the Agent of the Person or assets
acquired to give effect to such Permitted Acquisitions as if they had occurred
at the beginning of such period. The pro forma adjustment shall include any
income or loss attributable to the ownership interests or assets purchased,
excluding in the case of a stock acquisition of the Person acquired any income
on the historical financial statements attributable to stock or asset
dispositions made prior to the time of the Permitted Acquisition. The pro forma
adjustment shall exclude any income on the historical financial statements
attributable to stock or assets acquired under the Permitted Acquisition which
the Borrower or the Loan Party contemplate disposing of following the Permitted
Acquisition. The pro forma adjustment may include any reasonable projected cost
savings and cost reductions forecasted by the Borrower based upon the Permitted
Acquisition unless the Agent objects to the inclusion of such items."

3.       EXHIBIT 8.3.4. Exhibit 8.3.4 to the Agreement is hereby amended and
         restated in its entirety to read as set forth on Exhibit 8.3.4 to this
         Amendment.

4.       REAFFIRMATION OF COLLATERAL. The Borrower acknowledges and agrees that
         the security interests and liens in the Collateral granted by the
         Borrower to the Agent and the Banks which secure the Loans and other
         obligations under the Agreement and the other Loan Documents continue
         in full force and effect and secure the obligations of the Borrower as
         amended hereby.

5.       CONTINUING EFFECT. The Agreement, the other Loan Documents and all
         prior amendments and modifications thereto are hereby modified solely
         to the extent that any of the terms or provisions are irreconcilably
         inconsistent with the terms and provisions of this Amendment and the
         documents executed and delivered in connection herewith.

6.       REAFFIRMATION OF LOAN DOCUMENTS. The Borrower reconfirms and ratifies
         the Agreement and the other Loan Documents all in accordance with their
         respective terms, except to the extent that any of those terms are
         expressly modified by the provisions of this Amendment and the
         documents executed and delivered in connection herewith, and the
         Borrower confirms that the Agreement and the Loan Documents have at all
         times since the date of their respective execution and delivery
         continued in full force and effect.

7.       POWER AND AUTHORITY. The Borrower represents that it has the corporate
         power and has been duly authorized by all requisite corporate action to
         execute and deliver this Amendment and to perform its obligations
         hereunder.

8.       DUE EXECUTION; ENFORCEABILITY; EFFECTIVE DATE. This Amendment has been
         duly executed and delivered by the Borrower and constitutes the legal,
         valid and binding obligations of the Borrower, enforceable against the
         Borrower in accordance with its terms. Each of the parties hereto
         acknowledges and agrees that the parties intend the effective date of
         this Amendment be treated for all purposes as having occurred on March
         30, 2002, regardless of whether certain of the parties may have
         executed this Amendment after March 30, 2002.

9.       NO CONFLICT. Neither this Amendment nor the consummation of the
         transactions contemplated herein nor the performance by the Borrower of
         its obligations hereunder or under the Agreement or the Loan Documents
         will (i) violate any law, rule or regulation or court order to which
         any such party is subject; (ii) conflict with or result in a breach of
         either the Borrower's certificate of incorporation or bylaws or any
         agreement or

                                      -2-

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         instrument to which the Borrower is subject or by which its properties
         are bound or (iii) result in the creation or imposition of any lien,
         security interest or encumbrance on any property of the Borrower,
         whether now owned or hereafter acquired, other than liens in favor of
         the Agent and the Banks.


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              [SIGNATURE PAGE TO FIRST AMENDMENT CREDIT AGREEMENT]

                  IN WITNESS WHEREOF and intending to be legally bound hereby,
the parties hereto have executed this Amendment as of the date first above
written.

                             BORROWER:

   ATTEST:                   RAINBOW RENTALS, INC.


   /s/ Nancy Davis           By:  /s/ Wayland J. Russell
   --------------------           ---------------------------------------------
                             Name:  Wayland J. Russell
                                    -------------------------------------------
                             Title:  Chief Executive Officer
                                     ------------------------------------------


                             BANKS:

                             NATIONAL CITY BANK, individually and as Agent


                             By: /s/ David P. Dobstaff
                                -----------------------------------------------
                             Name: David P. Dobstaff
                                  ---------------------------------------------
                             Title: Vice President
                                   --------------------------------------------


                             COMERICA BANK


                             By: /s/ Catherine B. Meister
                                -----------------------------------------------
                             Name:   Catherine B. Meister
                                  ---------------------------------------------
                             Title:  Vice President
                                   --------------------------------------------


                             U.S. BANK NATIONAL ASSOCIATION


                             By: /s/ Christine C. Gencer
                                -----------------------------------------------
                             Name:  Christine C. Gencer
                                  ---------------------------------------------
                             Title: Vice President
                                   --------------------------------------------