RENT A CENTER INC DE
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>6
<FILENAME>d05764exv10w19.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.19

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                             DATED AS OF MAY 6, 2003
                                  BY AND AMONG

                              RENT-A-CENTER, INC.,
                                    AS ISSUER

                            RENT-A-CENTER EAST, INC.,
                                COLORTYME, INC.,
                            RENT-A-CENTER WEST, INC.,
                                GET IT NOW, LLC,
                            RENT-A-CENTER TEXAS, L.P.
                                       AND
                          RENT-A-CENTER TEXAS, L.L.C.,
                                  AS GUARANTORS

                                       AND

                              LEHMAN BROTHERS INC.,
                          J.P. MORGAN SECURITIES INC.,
                       MORGAN STANLEY & CO. INCORPORATED,
                           BEAR, STEARNS & CO. INC.,
                                UBS WARBURG LLC
                                       AND
                           WACHOVIA SECURITIES, INC.,
                              AS INITIAL PURCHASERS

<PAGE>

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of May 6, 2003, by and among Rent-A-Center, Inc., a Delaware
corporation (the "Company"), the guarantors listed on Schedule A hereto (the
"Guarantors"), and Lehman Brothers Inc. ("Lehman Brothers"), J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc.,
UBS Warburg LLC and Wachovia Securities, Inc. (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Company's 7 1/2% Series A Senior Subordinated Notes due 2010 (the "Series A
Notes") pursuant to the Purchase Agreement (as defined below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated May 1, 2003, (the "Purchase Agreement"), by and among the Company, the
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Series A Notes, the Company and the Guarantors have agreed to
provide the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 5(i) of the Purchase Agreement. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Indenture, dated the date hereof (the "Indenture"), among the
Company, the Guarantors and The Bank of New York, as Trustee, relating to the
Series A Notes and the Series B Notes (as defined below).

                  The parties hereby agree as follows:

SECTION 1.        DEFINITIONS

                  As used in this Agreement, the following capitalized terms
shall have the following meanings:

                  Act: The Securities Act of 1933, as amended.

                  Affiliate: As defined in Rule 144 of the Act.

                  Broker-Dealer: Any broker or dealer registered under the
Exchange Act.

                  Certificated Securities: Definitive Notes, as defined in the
Indenture.

                  Closing Date: The date hereof.

                  Commission: The Securities and Exchange Commission.

                  Consummate: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer; (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof; and (c) the delivery by the Company to
the Note Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A Notes tendered by
Holders thereof pursuant to the Exchange Offer.

<PAGE>

                  Consummation Deadline: As defined in Section 3(b) hereof.

                  Effectiveness Deadline: As defined in Section 3(a) and 4(a)
hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended.

                  Exchange Offer: The exchange and issuance by the Company of a
principal amount of Series B Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

                  Exchange Offer Registration Statement: The Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                  Exempt Resales: The transactions in which the Initial
Purchasers propose to sell the Series A Notes to certain "qualified
institutional buyers," as such term is defined in Rule 144A under the Act, and
pursuant to Regulation S under the Act.

                  Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

                  Holders: As defined in Section 2 hereof.

                  Prospectus: The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

                  Recommencement Date: As defined in Section 6(e) hereof.

                  Registration Default: As defined in Section 5 hereof.

                  Registration Statement: Any registration statement of the
Company and the Guarantors relating to (a) an offering of Series B Notes and
related Subsidiary Guarantees pursuant to an Exchange Offer; or (b) the
registration for resale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, in each case (i) that is filed pursuant to the
provisions of this Agreement; and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

                  Regulation S: Regulation S promulgated under the Act.

                  Rule 144: Rule 144 promulgated under the Act.

                  Series B Notes: The Company's 7 1/2% Series B Senior
Subordinated Notes due 2010 to be issued pursuant to the Indenture: (i) in the
Exchange Offer; or (ii) as contemplated by Section 4 hereof.

                  Shelf Registration Statement: As defined in Section 4 hereof.

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<PAGE>

                  Suspension Notice: As defined in Section 6(e) hereof.

                  TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.

                  Transfer Restricted Securities: (i) Each Series A Note and the
related Subsidiary Guarantees, until the earliest to occur of (a) the date on
which such Series A Note is exchanged in the Exchange Offer for a Series B Note
which is entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of the Act; (b) the date on
which such Series A Note has been disposed of in accordance with a Shelf
Registration Statement; or (c) the date on which such Series A Note is
distributed to the public pursuant to Rule 144 under the Act; and (ii) each
Series B Note and the related Subsidiary Guarantees acquired by a Broker-Dealer
in exchange for a Series A Note acquired for its own account as a result of
market making activities or other trading activities until the date on which
such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

SECTION 2.        HOLDERS

                  A Person is deemed to be a holder of Transfer Restricted
Securities (each, a "Holder") whenever such Person owns Transfer Restricted
Securities.

SECTION 3.        REGISTERED EXCHANGE OFFER

                  (a)      Unless the Exchange Offer shall not be permitted by
applicable federal law (after the procedures set forth in Section 6(a)(i) below
have been complied with), the Company and the Guarantors shall (i) use all
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 90 days after the Closing Date (such
90th day being the "Filing Deadline"); (ii) use all commercially reasonable
efforts to cause such Exchange Offer Registration Statement to become effective
at the earliest possible time, but in no event later than 180 days after the
Closing Date (such 180th day being the "Effectiveness Deadline"); (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective; (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act; and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Series B Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer; and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A Notes that are Transfer Restricted Securities; and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer Series A Notes that such Broker-Dealer acquired for its own account as a
result of market making activities or other trading activities (other than
Series A Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.

                                       3

<PAGE>

                  (b)      The Company and the Guarantors shall use all
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be effective continuously, and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 business days. The
Company and the Guarantors shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Series B Notes shall be included in the Exchange Offer Registration Statement.
The Company and the Guarantors shall use all commercially reasonable efforts to
cause the Exchange Offer to be Consummated on the earliest practicable date
after the Exchange Offer Registration Statement has become effective, but in no
event later than 30 business days thereafter (such 30th business day being the
"Consummation Deadline").

                  (c)      The Company shall include a "Plan of Distribution"
section in the Prospectus contained in the Exchange Offer Registration Statement
and indicate therein that any Broker-Dealer who holds Transfer Restricted
Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Series A
Notes acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such "Plan of Distribution" section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer, except to the
extent required by the Commission as a result of a change in policy, rules or
regulations after the date of this Agreement.

                  Because such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Act and must, therefore, deliver a
prospectus meeting the requirements of the Act in connection with its initial
sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer,
the Company and the Guarantors shall permit the use of the Prospectus contained
in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy
such prospectus delivery requirement. To the extent necessary to ensure that the
prospectus contained in the Exchange Offer Registration Statement is available
for sales of Series B Notes by Broker-Dealers, the Company and the Guarantors
agree to use all commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented, amended and current
as required by and subject to the provisions of Section 6(a) and (c) hereof and
in conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the date on which the Exchange Offer is Consummated or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto. The
Company shall provide sufficient copies of the latest version of such Prospectus
to such Broker-Dealers, promptly upon request, and in no event later than one
day after such request, at any time during such period.

SECTION 4.        SHELF REGISTRATION

                  (a)      Shelf Registration. If (i) the Exchange Offer is not
permitted by applicable law (after the Company and the Guarantors have complied
with the procedures set

                                       4

<PAGE>

forth in Section 6(a)(i) below); or (ii) if any Holder of Transfer Restricted
Securities shall notify the Company in writing within 20 business days following
the Consummation of the Exchange Offer that (A) such Holder was prohibited by
law or Commission policy from participating in the Exchange Offer; or (B) such
Holder may not resell the Series B Notes acquired by it in the Exchange Offer to
the public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder, then the Company and the Guarantors shall:

                           (x)      cause to be filed, on or prior to 30 days
         after the earlier of (i) the date on which the Company determines that
         the Exchange Offer Registration Statement cannot be filed as a result
         of clause (a)(i) above; and (ii) the date on which the Company receives
         the notice specified in clause (a)(ii) above (such earlier date, the
         "Filing Deadline"), a shelf registration statement pursuant to Rule 415
         under the Act (which may be an amendment to the Exchange Offer
         Registration Statement (the "Shelf Registration Statement")), relating
         to all Transfer Restricted Securities; and

                           (y)      shall use all commercially reasonable
         efforts to cause such Shelf Registration Statement to become effective
         on or prior to 90 days after the Filing Deadline for the Shelf
         Registration Statement (such 90th day the "Effectiveness Deadline").

                  If, after the Company and the Guarantors have filed an
Exchange Offer Registration Statement that satisfies the requirements of Section
3(a) above, the Company and the Guarantors are required to file and make
effective a Shelf Registration Statement solely because the Exchange Offer is
not permitted under applicable federal law (i.e., clause (a)(i) above), then the
filing of the Exchange Offer Registration Statement shall be deemed to satisfy
the requirements of clause (x) above; provided that, in such event, the Company
and the Guarantors shall remain obligated to meet the Effectiveness Deadline set
forth in clause (y).

                  To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use all commercially reasonable
efforts to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Sections 6(b) and (c) hereof and in conformity with
the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at
least two years (as extended pursuant to Section 6(c)(i)) following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto or the date on which all Transfer Restricted Securities become eligible
for resale without volume restrictions pursuant to Rule 144(k) under the
Securities Act.

                  (b)      Provision by Holders of Certain Information in
Connection with the Shelf Registration Statement. No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in
any Shelf Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 20 days after receipt of

                                       5

<PAGE>

a request therefor, the information specified in Item 507 or 508 of Regulation
S-K, as applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer Restricted Securities shall be entitled to Liquidated Damages (as
defined below) pursuant to Section 5 hereof unless and until such Holder shall
have provided all such information, including any update to such relevant
information, if any, necessary to cure the condition described in clause (iv) of
Section 5 below. By its acceptance of Transfer Restricted Securities, each
Holder agrees to promptly furnish additional information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

SECTION 5.        LIQUIDATED DAMAGES

                  If (i) any Registration Statement required by this Agreement
is not filed with the Commission on or prior to the applicable Filing Deadline;
(ii) any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline; (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation
Deadline; or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within two business days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself declared effective within five business days of
filing such post-effective amendment to such Registration Statement (each such
event referred to in clauses (i) through (iv), a "Registration Default"), then
the Company and the Guarantors hereby, jointly and severally, agree to pay to
each Holder of Transfer Restricted Securities affected thereby liquidated
damages ("Liquidated Damages"), in cash, with respect to the first 90-day period
immediately following the occurrence of such Registration Default, at a rate of
0.25% per annum on the principal amount of the Transfer Restricted Securities as
of the immediately preceding Interest Payment Date. The amount of the Liquidated
Damages shall increase by an additional 0.25% per annum at the beginning of each
subsequent 90-day period, up to a maximum aggregate increase of 1.00% per annum
with respect to all Registration Defaults, until all such Registration Default
have been cured; provided that the Company and the Guarantors shall in no event
be required to pay Liquidated Damages for more than one Registration Default at
any given time. Notwithstanding anything to the contrary set forth herein, upon
the day of (1) filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above; (2) the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above; (3)
Consummation of the Exchange Offer, in the case of (iii) above; (4) the filing
of a post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above; or (5) all of the Securities
that then constitute Transfer Restricted Securities to be registered pursuant to
the particular Exchange Offer Registration Statement or Shelf Registration
Statement, as the case may be, cease to be Transfer Restricted Securities, the
Liquidated Damages, which shall be determined on a daily basis, payable with
respect to the Transfer Restricted Securities as a result of such clause (i),
(ii), (iii) or (iv), as applicable, shall cease.

                                       6

<PAGE>

                  All accrued Liquidated Damages shall be paid to the Holders
entitled thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture and the Notes. Notwithstanding the fact that any securities for which
Liquidated Damages are due cease to be Transfer Restricted Securities, all
obligations of the Company and the Guarantors to pay Liquidated Damages with
respect to securities shall survive until such time as such obligations with
respect to such securities shall have been satisfied in full.

                  The parties agree that the Liquidated Damages provided for in
this Section 5 constitute a reasonable estimate of and are intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of a Registration Default.

SECTION 6.        REGISTRATION PROCEDURES

                  (a)      Exchange Offer Registration Statement. In connection
with the Exchange Offer, the Company and the Guarantors shall (x) comply with
all applicable provisions of Section 6(c) below; (y) use all commercially
reasonable efforts to effect such exchange and to permit the resale of Series B
Notes by any Broker-Dealer that tendered Series A Notes in the Exchange Offer
that such Broker-Dealer acquired for its own account as a result of its market
making activities or other trading activities (other than Series A Notes
acquired directly from the Company or any of its Affiliates) being sold in
accordance with the intended method or methods of distribution thereof; and (z)
comply with all of the following provisions:

                  (i)      If, following the date hereof there has been
         announced a change in Commission policy with respect to exchange offers
         such as the Exchange Offer, that in the reasonable opinion of counsel
         to the Company raises a substantial question as to whether the Exchange
         Offer is permitted by applicable federal law, the Company and the
         Guarantors hereby agree to seek a no-action letter or other favorable
         decision from the Commission allowing the Company and the Guarantors to
         Consummate an Exchange Offer for such Transfer Restricted Securities.
         The Company and the Guarantors hereby agree to pursue the issuance of
         such a decision to the Commission staff level. In connection with the
         foregoing, the Company and the Guarantors hereby agree to take all such
         other actions as may be requested by the Commission or otherwise
         required in connection with the issuance of such decision, including
         without limitation (A) participating in telephonic conferences with the
         Commission staff; (B) delivering to the Commission staff an analysis
         prepared by counsel to the Company setting forth the legal bases, if
         any, upon which such counsel has concluded that such an Exchange Offer
         should be permitted; and (C) diligently pursuing a resolution (which
         need not be favorable) by the Commission staff.

                  (ii)     As a condition to its participation in the Exchange
         Offer, each Holder of Transfer Restricted Securities (including,
         without limitation, any Holder who is a Broker Dealer) shall furnish,
         upon the request of the Company, prior to the Consummation of the
         Exchange Offer, a written representation to the Company and the
         Guarantors (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an Affiliate of the Company; (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding

                                       7

<PAGE>

         with any person to participate in, a distribution of the Series B Notes
         to be issued in the Exchange Offer; and (C) it is acquiring the Series
         B Notes in its ordinary course of business. Each Holder using the
         Exchange Offer to participate in a distribution of the Series B Notes
         will be required to acknowledge and agree that, if the resales are of
         Series B Notes obtained by such Holder in exchange for Series A Notes
         acquired directly from the Company or an Affiliate thereof, it (1)
         could not, under Commission policy as in effect on the date of this
         Agreement, rely on the position of the Commission enunciated in Morgan
         Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
         Holdings Corporation (available May 13, 1988), as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and
         similar no-action letters (including, if applicable, any no-action
         letter obtained pursuant to clause (i) above); and (2) must comply with
         the registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K.

                  (iii)    Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall provide a
         supplemental letter to the Commission (A) stating that the Company and
         the Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in Exxon Capital Holdings
         Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
         (available June 5, 1991) as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993, and, if applicable, any
         no-action letter obtained pursuant to clause (i) above, (B) including a
         representation that neither the Company nor any Guarantor has entered
         into any arrangement or understanding with any Person to distribute the
         Series B Notes to be received in the Exchange Offer and that, to the
         best of the Company's and each Guarantor's information and belief, each
         Holder participating in the Exchange Offer is acquiring the Series B
         Notes in its ordinary course of business and has no arrangement or
         understanding with any Person to participate in the distribution of the
         Series B Notes received in the Exchange Offer and (C) any other
         undertaking or representation required by the Commission as set forth
         in any no-action letter obtained pursuant to clause (i) above, if
         applicable.

                  (b)      Shelf Registration Statement. In connection with the
Shelf Registration Statement, the Company and the Guarantors shall:

                  (i)      comply with all the provisions of Section 6(c) and
         6(d) below and use all commercially reasonable efforts to effect such
         registration to permit the sale of the Transfer Restricted Securities
         being sold in accordance with the intended method or methods of
         distribution thereof (as indicated in the information furnished to the
         Company pursuant to Section 4(b) hereof), and pursuant thereto, the
         Company and the Guarantors will prepare and file with the Commission a
         Registration Statement relating to the registration on any appropriate
         form under the Act, which form shall be available for the sale of the
         Transfer Restricted Securities in accordance with the intended method
         or methods of distribution thereof within the time periods and
         otherwise in accordance with the provisions hereof; and

                                       8

<PAGE>

                  (ii)     issue, upon the request of any Holder or purchaser of
         Series A Notes covered by any Shelf Registration Statement contemplated
         by this Agreement, Series B Notes having an aggregate principal amount
         equal to the aggregate principal amount of Series A Notes sold pursuant
         to the Shelf Registration Statement and surrendered to the Company for
         cancellation; the Company and the Guarantors shall register Series B
         Notes and the related Subsidiary Guarantees on the Shelf Registration
         Statement for this purpose and issue the Series B Notes to the
         purchaser(s) of securities subject to the Shelf Registration Statement
         in the names as such purchaser(s) shall designate.

                  (c)      General Provisions. In connection with any
Registration Statement and any related Prospectus required by this Agreement,
the Company and the Guarantors shall:

                  (i)      use all commercially reasonable efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading; or (B) not to be effective and usable for resale of
         Transfer Restricted Securities during the period required by this
         Agreement, the Company and the Guarantors shall file promptly an
         appropriate amendment to such Registration Statement curing such
         defect, and, if Commission review is required, use all commercially
         reasonable efforts to cause such amendment to be declared effective as
         soon as practicable; if at any time the Commission shall issue any stop
         order suspending the effectiveness of any Registration Statement, or
         any state securities commission or other regulatory authority shall
         issue an order suspending the qualification or exemption from
         qualification of the Transfer Restricted Securities under state
         securities or Blue Sky laws, the Company and the Guarantors shall use
         all commercially reasonable efforts to obtain the withdrawal or lifting
         of such order at the earliest possible time;

                  (ii)     prepare and file with the Commission such amendments
         and post-effective amendments to the applicable Registration Statement
         as may be necessary to keep such Registration Statement effective for
         the applicable period set forth in Section 3 or 4 hereof, as the case
         may be; cause the Prospectus to be supplemented by any required
         Prospectus supplement, and as so supplemented to be filed pursuant to
         Rule 424 under the Act, and to comply fully with Rules 424, 430A and
         462, as applicable, under the Act in a timely manner; and comply with
         the provisions of the Act with respect to the disposition of all
         securities covered by such Registration Statement during the applicable
         period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                  (iii)    in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the

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<PAGE>

         selling Holders may request at least two business days prior to such
         sale of Transfer Restricted Securities;

                  (iv)     use all commercially reasonable efforts to cause the
         disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other
         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities; provided, however, that neither the
         Company nor any Guarantor shall be required to register or qualify as a
         foreign corporation where it is not now so qualified or to take any
         action that would subject it to the service of process in suits or to
         taxation, other than as to matters and transactions relating to the
         Registration Statement, in any jurisdiction where it is not now so
         subject;

                  (v)      provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with The
         Depository Trust Company;

                  (vi)     otherwise use all commercially reasonable efforts to
         comply with all applicable rules and regulations of the Commission, and
         make generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) covering a twelve-month period beginning
         after the effective date of the Registration Statement (as such term is
         defined in paragraph (c) of Rule 158 under the Act); and

                  (vii)    cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use all commercially
         reasonable efforts to cause the Trustee to execute, all documents that
         may be required to effect such changes and all other forms and
         documents required to be filed with the Commission to enable such
         Indenture to be so qualified in a timely manner.

                  (d)      Additional Provisions Applicable to Shelf
Registration Statements and Certain Exchange Offer Prospectuses. In connection
with each Shelf Registration Statement, and each Exchange Offer Registration
Statement if and to the extent that an Initial Purchaser has notified the
Company that it is a holder of Series B Notes that are Transfer Restricted
Securities (for so long as such Series B Notes are Transfer Restricted
Securities or for the period provided in Section 3, whichever is shorter), the
Company and the Guarantors shall:

                  (i)      advise each Holder promptly and, if requested by such
         Holder, confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to any applicable Registration Statement or any
         post-effective amendment thereto, when the same has become effective;

                                       10

<PAGE>

         (B) of any request by the Commission for amendments to the Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto; (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Act or of the suspension by any state
         securities commission of the qualification of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes; (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Registration Statement, the
         Prospectus, any amendment or supplement thereto or any document
         incorporated by reference therein untrue, or that requires the making
         of any additions to or changes in the Registration Statement in order
         to make the statements therein not misleading, or that requires the
         making of any additions to or changes in the Prospectus in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading;

                  (ii)     if any fact or event contemplated by Section
         6(d)(i)(D) above shall exist or have occurred, prepare a supplement or
         post-effective amendment to the Registration Statement or related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of Transfer Restricted Securities, the Prospectus will not
         contain an untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading;

                  (iii)    furnish to each Holder of the securities being
         registered in connection with such exchange or sale, if any, before
         filing with the Commission, copies of any Registration Statement or any
         Prospectus included therein (except the Prospectus included in the
         Exchange Offer Registration Statement at the time it was declared
         effective) or any amendments or supplements to any such Registration
         Statement or Prospectus (including all documents incorporated by
         reference after the initial filing of such Registration Statement),
         which documents will be subject to the review and comment of such
         Holders in connection with such sale, if any, for a period of at least
         two business days, and the Company will not file any such Registration
         Statement or Prospectus or any amendment or supplement to any such
         Registration Statement or Prospectus (including all such documents
         incorporated by reference) to which such Holders shall reasonably
         object within two business days after the receipt thereof.

                  (iv)     promptly prior to the filing of any document that is
         to be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to each Holder of the
         securities being registered in connection with such exchange or sale,
         if any, make the Company's and the Guarantors' representatives
         available for discussion of such document and other customary due
         diligence matters, and include such information in such document prior
         to the filing thereof as such Holders may reasonably request;

                  (v)      make available, at reasonable times, for inspection
         by a representative of the Holders of a majority of the principal
         amount of the securities being registered and any attorney or
         accountant retained by such representative, all financial and other
         records,

                                       11

<PAGE>

         pertinent corporate documents of the Company and the Guarantors and
         cause the Company's and the Guarantors' officers, directors and
         employees to supply all information reasonably requested by any such
         representative, attorney or accountant in connection with such
         Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness;

                  (vi)     if requested by any Holders in connection with such
         exchange or sale, promptly include in any Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities; and make all required filings of such Prospectus supplement
         or post-effective amendment as soon as practicable after the Company is
         notified of the matters to be included in such Prospectus supplement or
         post-effective amendment;

                  (vii)    make available upon request to each Holder in
         connection with such exchange or sale without charge, at least one copy
         of the Registration Statement, as first filed with the Commission, and
         of each amendment thereto, including all documents incorporated by
         reference therein and all exhibits (including exhibits incorporated
         therein by reference);

                  (viii)   deliver to each Holder without charge, as many copies
         of the Prospectus (including each preliminary prospectus) and any
         amendment or supplement thereto as such Persons reasonably may request;
         the Company and the Guarantors hereby consent to the use (in accordance
         with law) of the Prospectus and any amendment or supplement thereto by
         each selling Holder in connection with the offering and the sale of the
         Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                  (ix)     upon the request of Holders of a majority in
         principal amount of Transfer Restricted Securities, enter into such
         agreements (including underwriting agreements) and make such
         representations and warranties as contained in the Purchase Agreement,
         as applicable, and take all such other actions in connection therewith
         in order to expedite or facilitate the disposition of the Transfer
         Restricted Securities pursuant to any applicable Registration Statement
         contemplated by this Agreement as may be reasonably requested by any
         Holder in connection with any sale or resale pursuant to any applicable
         Registration Statement. In such connection, the Company and the
         Guarantors shall:

                           (A)      upon request of Holders of a majority in
                  principal amount of Transfer Restricted Securities, furnish
                  (or in the case of paragraphs (2) and (3), use all
                  commercially reasonable efforts to cause to be furnished) to
                  each Holder, upon Consummation of the Exchange Offer or upon
                  the effectiveness of the Shelf Registration Statement, as the
                  case may be:

                                    (1)      a certificate, dated such date,
                           signed on behalf of the Company and each Guarantor by
                           (x) the President or any Vice President and (y) a
                           principal financial or accounting officer of the
                           Company and such Guarantor, confirming, as of the
                           date thereof, the matters set forth in

                                       12

<PAGE>

                           Sections 5(a), 5(b) and 5(h) of the Purchase
                           Agreement and such other similar matters as such
                           Holders may reasonably request;

                                    (2)      an opinion, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Company and the
                           Guarantors covering matters similar to those set
                           forth in paragraph (d) of Section 5 of the Purchase
                           Agreement and such other matters as such Holder may
                           reasonably request, and in any event including a
                           statement to the effect that such counsel has
                           participated in conferences with officers and other
                           representatives of the Company and the Guarantors,
                           representatives of the independent public accountants
                           for the Company and the Guarantors and has considered
                           the matters required to be stated therein and the
                           statements contained therein, although such counsel
                           has not independently verified the accuracy,
                           completeness or fairness of such statements; and that
                           such counsel advises that, on the basis of the
                           foregoing, no facts came to such counsel's attention
                           that caused such counsel to believe that the
                           applicable Registration Statement, at the time such
                           Registration Statement or any post-effective
                           amendment thereto became effective and, in the case
                           of the Exchange Offer Registration Statement, as of
                           the date of Consummation of the Exchange Offer,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading, or that the Prospectus
                           contained in such Registration Statement as of its
                           date and, in the case of the opinion dated the date
                           of Consummation of the Exchange Offer, as of the date
                           of Consummation, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           necessary in order to make the statements therein, in
                           the light of the circumstances under which they were
                           made, not misleading. Without limiting the foregoing,
                           such counsel may state further that such counsel
                           assumes no responsibility for, and has not
                           independently verified, the accuracy, completeness or
                           fairness of the financial statements, notes and
                           schedules and other financial data included in any
                           Registration Statement contemplated by this Agreement
                           or the related Prospectus; and

                                    (3)      a customary comfort letter, dated
                           the date of Consummation of the Exchange Offer, or as
                           of the date of effectiveness of the Shelf
                           Registration Statement, as the case may be, from the
                           Company's independent accountants, in the customary
                           form and covering matters of the type customarily
                           covered in comfort letters to underwriters in
                           connection with underwritten offerings, and affirming
                           the matters set forth in the comfort letters
                           delivered pursuant to Sections 5(f) and 5(g) of the
                           Purchase Agreement; and

                           (B)      deliver such other documents and
                  certificates as may be reasonably requested by the selling
                  Holders to evidence compliance with the matters covered

                                       13

<PAGE>

                  in clause (A) above and with any customary conditions
                  contained in any agreement entered into by the Company and the
                  Guarantors pursuant to this clause (ix);

                  (x)      prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may request and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the Transfer Restricted Securities covered by
         the applicable Registration Statement; provided, however, that neither
         the Company nor any Guarantor shall be required to register or qualify
         as a foreign corporation where it is not now so qualified or to take
         any action that would subject it to the service of process in suits or
         to taxation, other than as to matters and transactions relating to the
         Registration Statement, in any jurisdiction where it is not now so
         subject; and

                  (xi)     provide promptly to each Holder, upon request, each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

                  (e)      Restrictions on Holders. Each Holder's acquisition of
a Transfer Restricted Security constitutes such Holder's agreement that, upon
receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the
Company of the existence of any fact of the kind described in Section 6(d)(i)(D)
hereof (in each case, a "Suspension Notice"), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until (i) such Holder has received copies of
the supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof,
or (ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice
shall be required to either (i) destroy any Prospectuses, other than permanent
file copies, then in such Holder's possession which have been replaced by the
Company with more recently dated Prospectuses; or (ii) deliver to the Company
(at the Company's expense) all copies, other than permanent file copies, then in
such Holder's possession of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of the Suspension Notice. The
time period regarding the effectiveness of such Registration Statement set forth
in Section 3 or 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.

SECTION 7.        REGISTRATION EXPENSES

                  (a)      All expenses incident to the Company's and the
Guarantors' performance of or compliance with this Agreement will be borne by
the Company, regardless of whether a Registration Statement becomes effective,
including without limitation: (i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal securities and state Blue
Sky or securities laws; (iii) all expenses of printing (including certificates
for the Series B

                                       14

<PAGE>

Notes to be issued in the Exchange Offer and printing of Prospectuses, messenger
and delivery services and telephone); (iv) all fees and disbursements of counsel
for the Company, the Guarantors and one counsel for the Holders of Transfer
Restricted Securities which shall be Latham & Watkins LLP or such other counsel
as may be selected by a majority of such Holders; (v) all application and filing
fees in connection with listing the Series B Notes on a national securities
exchange or automated quotation system pursuant to the requirements hereof; and
(vi) all fees and disbursements of independent certified public accountants of
the Company and the Guarantors (including the expenses of any special audit and
comfort letters required by or incident to such performance).

                  The Company will, in any event, bear its and the Guarantors'
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expenses
of any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

                  (b)      In connection with any Registration Statement
required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company and
the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities who are tendering Series A Notes in the Exchange Offer
and/or selling or reselling Series A Notes or Series B Notes pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins LLP
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8.        INDEMNIFICATION

                  (a)      The Company and the Guarantors agree, jointly and
severally, to indemnify and hold harmless each Holder, its directors, officers
and each Person, if any, who controls such Holder (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act), from and against any and all
losses, claims, damages, liabilities, judgments (including without limitation,
any legal or other expenses incurred in connection with investigating or
defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Company to any Holder or any prospective
purchaser of Series B Notes or registered Series A Notes, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or judgments are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders furnished
in writing to the Company by any of the Holders.

                  (b)      By its acquisition of Transfer Restricted Securities,
each Holder of Transfer Restricted Securities agrees, severally and not jointly,
to indemnify and hold harmless the Company and the Guarantors, and their
respective directors and officers, and each person, if

                                       15

<PAGE>

any, who controls  (within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act) the Company or the Guarantors to the same extent as the
foregoing indemnity from the Company and the Guarantors set forth in section (a)
above, but only with reference to information relating to such Holder furnished
in writing to the Company by such Holder expressly for use in any Registration
Statement.  In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to its
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities; and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who controls such Holder has otherwise  been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

                  (c)      In case any action shall be commenced involving any
person in respect of which indemnity may be sought pursuant to Section 8(a) or
8(b) (the "indemnified party"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying person") in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party; (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party; or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company and the Guarantors, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall
indemnify and hold harmless the indemnified party from and against any and all
losses, claims, damages, liabilities and judgments by reason of any settlement
of any action (i) effected with its written consent. Each indemnified party, as
a condition to the indemnity agreements contained herein, shall use all
commercially reasonable efforts to cooperate with the indemnifying party or
parties in the defense of any action or claim under this Section 8. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or

                                       16

<PAGE>

consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action; and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

                  (d)      To the extent that the indemnification provided for
in this Section 8 is unavailable to an indemnified party in respect of any
losses, claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Guarantors on the one hand, and the Holders, on the other hand, from their
initial sale of Transfer Restricted Securities (or in the case of Series B Notes
that are Transfer Restricted Securities, the sale of the Series A Notes for
which such Series B Notes were exchanged); or (ii) if the allocation provided by
clause 8(d)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company and the Guarantors, on
the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one
hand, and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or such Guarantor, on the one hand, or by
the Holder, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in the second paragraph of Section
8(a), any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.

                  The Company, the Guarantors and, by its acquisition of
Transfer Restricted Securities, each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount

                                       17

<PAGE>

paid by such Holder for such Transfer Restricted Securities; and (ii) the amount
of any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute pursuant to this Section 8(d) are several in proportion to the
respective principal amount of Transfer Restricted Securities held by each
Holder hereunder and not joint.

SECTION 9.        RULE 144A AND RULE 144

                  The Company and each Guarantor agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding and during any
period in which the Company or such Guarantor (i) is not subject to Section 13
or 15(d) of the Exchange Act, to make available, upon request of any Holder, to
such Holder or beneficial owner of Transfer Restricted Securities in connection
with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A; and (ii) is subject to
Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in
a timely manner in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144.

SECTION 10.       MISCELLANEOUS

                  (a)      Remedies. The Company and the Guarantors acknowledge
and agree that any failure by the Company and/or the Guarantors to comply with
their respective obligations hereunder (other than a failure to comply with
their obligations hereunder as to which Liquidated Damages are payable pursuant
to Section 5 above) may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company's and the
Guarantor's obligations hereunder (other than a failure to comply with their
obligations hereunder as to which Liquidated Damages are payable pursuant to
Section 5 above). The Company and the Guarantors further agree to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

                  (b)      No Inconsistent Agreements. The Company and the
Guarantors will not, on or after the date of this Agreement, enter into any
agreement with respect to their respective securities that is inconsistent with
the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. The Company and the Guarantors have not previously
entered into any agreement granting any registration rights with respect to
their respective securities to any Person that would require such securities to
be included in any Registration Statement filed hereunder. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's and the Guarantors'
securities under any agreement in effect on the date hereof.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the

                                       18

<PAGE>

provisions hereof may not be given unless (i) in the case of Section 5 hereof
and this Section 10(c)(i), the Company has obtained the written consent of
Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, the Company has obtained the written consent of
Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities (excluding Transfer Restricted Securities held by the Company or its
Affiliates). Notwithstanding the foregoing, a waiver or consent to departure
from the provisions hereof that relates exclusively to the rights of Holders
whose Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not adversely affect directly or indirectly the rights of
other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

                  (d)      Third Party Beneficiary. The Holders shall be third
party beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect their rights hereunder.

                  (e)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex,
telecopier, or air courier guaranteeing overnight delivery:

                  (i)      if to a Holder, at the address set forth on the
         records of the Note Registrar under the Indenture, with a copy to the
         Note Registrar under the Indenture; and

                  (ii)     if to the Company or any of the Guarantors:

                               Rent-A-Center, Inc.
                               5700 Tennyson Parkway, Third Floor
                               Plano, Texas 75024
                               Attention: Chief Financial Officer
                               Telecopier no.: (972) 943-0113

                            with a copy to:

                               Winstead Sechrest & Minick P.C.
                               5400 Renaissance Tower
                               Dallas, Texas 75270
                               Attention: Thomas W. Hughes
                               Telecopier no.: (214) 745-5400

                  All such notices and communications shall be deemed to have
been duly given at the time delivered by hand, when receipt acknowledged, if
telecopied; and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.

                                       19

<PAGE>

                  (f)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; provided, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture, and provided, further, that the Company and the Guarantors shall be
entitled to rely on the records of the Note Registrar as to which Persons are
"Holders" for purposes of this Agreement. If any transferee of any Holder shall
acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such Person shall be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement,
including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such Person shall be entitled to receive
the benefits hereof.

                  (g)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (h)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICT OF LAW RULES THEREOF.

                  (j)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  (k)      Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.

                                       20

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                     RENT-A-CENTER, INC.

                                     By: /s/ MARK E. SPEESE
                                         ---------------------------------------
                                         Mark E. Speese
                                         Chairman of the Board, Director and
                                         Chief Executive Officer

                                     RENT-A-CENTER EAST, INC.

                                     By: /s/ MARK E. SPEESE
                                         ---------------------------------------
                                         Mark E. Speese
                                         President

                                     COLORTYME, INC.

                                     By: /s/ MARK E. SPEESE
                                         --------------------------------------
                                         Mark E. Speese
                                         Vice President

                                     RENT-A-CENTER WEST, INC.

                                     By: /s/ MARK E. SPEESE
                                         ---------------------------------------
                                         Mark E. Speese
                                         President

                                     GET IT NOW, LLC

                                     By: /s/ MARK E. SPEESE
                                         ---------------------------------------
                                         Mark E. Speese
                                         President

                                       21

<PAGE>

                                         RENT-A-CENTER TEXAS, L.P.

                                     By: /s/ MARK E. SPEESE
                                         ---------------------------------------
                                         Mark E. Speese
                                         Chief Executive Officer

                                     RENT-A-CENTER TEXAS, L.L.C.

                                     By: /s/ JAMES ASHWORTH
                                         ---------------------------------------
                                         James Ashworth
                                         President

                                       22

<PAGE>

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
BEAR, STEARNS & CO. INC.
UBS WARBURG LLC
WACHOVIA SECURITIES, INC.

By: LEHMAN BROTHERS INC.,
    as Authorized Representative

    By: /s/ MICHAEL A. GOLDBERG
        --------------------------------
       Michael A. Goldberg
       Managing Director

                                       23

<PAGE>

                                                                      SCHEDULE A

Guarantors

Rent-A-Center East, Inc.
ColorTyme, Inc.
Rent-A-Center West, Inc.
Get It Now, LLC
Rent-A-Center Texas, L.P.
Rent-A-Center Texas, L.L.C.

                                      A-1


</TEXT>
</DOCUMENT>
