Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - RENT A CENTER INC DE | Financial_Report.xls |
EX-4.5 - EX-4.5 - RENT A CENTER INC DE | d78805exv4w5.htm |
EX-23.1 - EX-23.1 - RENT A CENTER INC DE | d78805exv23w1.htm |
EX-31.2 - EX-31.2 - RENT A CENTER INC DE | d78805exv31w2.htm |
EX-32.1 - EX-32.1 - RENT A CENTER INC DE | d78805exv32w1.htm |
EX-32.2 - EX-32.2 - RENT A CENTER INC DE | d78805exv32w2.htm |
EX-10.23 - EX-10.23 - RENT A CENTER INC DE | d78805exv10w23.htm |
EX-21.1 - EX-21.1 - RENT A CENTER INC DE | d78805exv21w1.htm |
EX-31.1 - EX-31.1 - RENT A CENTER INC DE | d78805exv31w1.htm |
10-K - FORM 10-K - RENT A CENTER INC DE | d78805e10vk.htm |
Exhibit 4.4
SUPPLEMENTAL INDENTURE
Supplemental Indenture (this Supplemental Indenture), dated as of December 21, 2010,
among Diamondback Merger Sub, Inc., a Delaware corporation (the Guaranteeing Subsidiary),
an indirect subsidiary of Rent-A-Center, Inc., a Delaware corporation (the Issuer), the
Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below)
has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated
as of November 2, 2010, providing for the issuance of an unlimited aggregate principal amount of
6.625% Senior Notes due 2020 (the Notes);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
will execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary will unconditionally Guarantee all of the Issuers Obligations under the Notes and the
Indenture on the terms and conditions set forth herein and under the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders as follows:
1. Capitalized Terms. Capitalized terms used herein without definition will have the
meanings assigned to them in the Indenture.
2. Guarantor. The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the
Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article
10 thereof.
3. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy will be an original, but all of them together represent the same
agreement. Delivery of an executed counterpart of a signature page of this Supplemental
Indenture by telecopier, facsimile, email or other electronic transmission (i.e., a pdf or
tif) shall be effective as delivery of a manually executed counterpart of this Supplemental
Indenture.
6. Headings. The headings of the Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Supplemental
Indenture and will in no way modify or restrict any of the terms or provisions hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Issuer.
[Signature Page Follows]
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.
DIAMONDBACK MERGER SUB, INC. |
||||
By: | /s/ Mark E. Speese | |||
Mark E. Speese | ||||
President | ||||
RENT-A-CENTER, INC. |
||||
By: | /s/ Robert D. Davis | |||
Robert D. Davis | ||||
Executive Vice President Finance, Chief Financial Officer and Treasurer |
||||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Trustee |
||||
By: | /s/ Kash Asgar | |||
Name: | Kash Asgar | |||
Title: | Vice President | |||
Signature Page to Diamondback Merger Sub, Inc. Supplemental Indenture