exv4w11



 





EXHIBIT 4.11




RENT-A-CENTER, INC.,

as Issuer,




the GUARANTORS named herein,

as Guarantors,




and




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

as Trustee




SEVENTH SUPPLEMENTAL INDENTURE




Dated as of October 17, 2006




to




INDENTURE




Dated as of May 6, 2003




by and among




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




the GUARANTORS named therein, as Guarantors,




and




THE BANK OF NEW YORK, as Trustee




$300,000,000

Series B

7 1/2% Senior Subordinated Notes due 2010




 









 





     This SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 17, 2006, is entered into by and
among Rent-A-Center, Inc., a Delaware corporation (the “Company”), Rent-A-Center East, Inc., a
Delaware corporation (“RAC East”), ColorTyme, Inc., a Texas corporation (“ColorTyme”),
Rent-A-Center West, Inc., a Delaware corporation (“RAC West”), Get It Now, LLC, a Delaware limited
liability company (“Get It Now”), Rent-A-Center Texas, L.P., a Texas limited partnership (“RAC
Texas, LP”), Rent-A-Center Texas, L.L.C., a Nevada limited liability company (“RAC Texas, LLC”),
Rent-A-Center International, Inc., a Delaware corporation (“RAC International”), Rent-A-Center
Addison, L.L.C., a Delaware limited liability company (“RAC Addison”), RAC National Product
Service, LLC, a Delaware limited liability company (“RAC National”), RAC RR, Inc., a Delaware
corporation (“RAC RR”), Rainbow Rentals, Inc., an Ohio corporation (“Rainbow”), RAC West
Acquisition Sub, Inc., a Delaware corporation (“RAC West Acquisition Sub”), AAA Rent to Own, Elko,
Inc., a Nevada corporation (“AAA Elko”), AAA Rent to Own, Reno, Inc., a Nevada corporation (“AAA
Reno”), RAC Military Product Service, LLC, a Delaware limited liability company (“RAC Military
Product Service”), RAC Military Rentals East, LLC, a Delaware limited liability company (“RAC
Military East”), ColorTyme Finance, Inc., a Texas corporation (“ColorTyme Finance”), 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, the Fourth Supplemental Indenture, dated as of May 14, 2004, the Fifth Supplemental
Indenture, dated as of June 30, 2005, by and among the Company, RAC East, ColorTyme, RAC West, Get
It Now, RAC Texas, LP, RAC Texas, LLC, RAC International, RAC Addison, RAC National, RAC RR,
Rainbow, RAC West Acquisition Sub, AAA Elko, AAA Reno (collectively, excluding the Company, the
“Existing Guarantors”) and the Trustee (the “Fifth Supplemental Indenture”), and the Sixth
Supplemental Indenture, dated as of May 1, 2006 (the “Sixth Supplemental Indenture”), by and among
the Company, the Existing Guarantors (other than AAA Elko and AAA Reno), RAC Military Product
Service, RAC Military East 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, the Existing Guarantors, RAC Military Product Service and RAC Military East
(collectively, the “Guarantors”) are currently guarantors under the Indenture; and



     WHEREAS, AAA Elko and AAA Reno inadvertently were not parties to and did not enter into and
execute the Sixth Supplemental Indenture; and



     WHEREAS, pursuant to Section 901(i) of the Indenture, the Company and the Guarantors desire to
cure the fact that AAA Elko and AAA Reno inadvertently did not enter into and execute the Sixth
Supplemental Indenture; and



     WHEREAS, ColorTyme has formed ColorTyme Finance as a direct wholly-owned subsidiary of
ColorTyme; and



     WHEREAS, the Company has designated ColorTyme Finance as a Restricted Subsidiary under the
Indenture to be effective immediately upon the formation of ColorTyme Finance; and



- 2 -









 





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



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



     WHEREAS, ColorTyme Finance has been duly authorized to enter into, execute, and deliver this
Seventh Supplemental Indenture.



     NOW, THEREFORE, for and in consideration of the premises and covenants and agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company, the Guarantors, ColorTyme Finance 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 ColorTyme Finance as an additional
Guarantor under the Indenture. Upon the execution of this Seventh Supplemental Indenture (the
“Effective Time”), ColorTyme Finance shall become, and each of RAC East, ColorTyme, RAC West, Get
It Now, RAC Texas, LP, RAC Texas, LLC, RAC International, RAC Addison, RAC National, RAC RR,
Rainbow, RAC West Acquisition Sub, AAA Elko, AAA Reno, RAC Military Product Service and RAC
Military East shall continue to be, a “Guarantor” under and as defined in the Indenture, and at the
Effective Time, ColorTyme Finance shall assume all the obligations of a Guarantor under the Notes
and the Indenture as described in the Indenture. ColorTyme Finance hereby unconditionally
guarantees 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 Seventh 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 Seventh 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 Seventh 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 Seventh 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 Seventh Supplemental Indenture may refer to the
Indenture without making specific reference to this Seventh Supplemental Indenture, but


- 3 -









 






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



SECTION 7. This Seventh 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 Seventh Supplemental Indenture and
the Indenture, this Seventh 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 Seventh Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Company, RAC East, ColorTyme, RAC
West, Get It Now, RAC Texas, LP, RAC Texas, LLC, RAC International, RAC Addison, RAC National, RAC
RR, Rainbow, RAC West Acquisition Sub, AAA Elko, AAA Reno, RAC Military Product Service, RAC
Military East and ColorTyme Finance.




- 4 -









 








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



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

as Trustee




	 	 	 	 	 
	By:

	 	   /s/ John C. Stohlmann
	 	 
	 	 	 	 	 
	Name:

	 	John C. Stohlmann	 	 
	Title:

	 	Vice President	 	 






	 	 	 	 	 
	 	RENT-A-CENTER, INC.

 	 
	 	By:  	   /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	President and Chief Operating Officer 	 
	 
	 	RENT-A-CENTER EAST, INC.

 	 
	 	By:  	   /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 
	 	COLORTYME, INC.

 	 
	 	By:  	   /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 
	 	RENT-A-CENTER WEST, INC.

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




- 5 -









 





	 	 	 	 	 
	 	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 	 
	 




- 6 -









 





	 	 	 	 	 
	 	RAC NATIONAL PRODUCT SERVICE, LLC

 	 
	 	By:  	   /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 
	 	RAC RR, INC.

 	 
	 	By:  	   /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 
	 	RAINBOW RENTALS, INC.

 	 
	 	By:  	   /s/ Mitchell E. Fadel
 	 
	 	 	Mitchell E. Fadel 	 
	 	 	Vice President 	 
	 
	 	RAC WEST ACQUISITION SUB, INC.

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

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

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




- 7 -









 





	 	 	 	 	 
	 	RAC MILITARY PRODUCT SERVICE, LLC

 	 
	 	By:  	   /s/ Dave West
 	 
	 	 	Dave West 	 
	 	 	Vice President 	 
	 
	 	RAC MILITARY RENTALS EAST, LLC

 	 
	 	By:  	   /s/ Dave West
 	 
	 	 	Dave West 	 
	 	 	Vice President 	 
	 
	 	COLORTYME FINANCE, INC.

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




- 8 -