RENT A CENTER INC DE
1ST AMENDMENT TO AMENDED/RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>d05764exv10w3.txt
<DESCRIPTION>1ST AMENDMENT TO AMENDED/RESTATED CREDIT AGREEMENT
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                                                                    EXHIBIT 10.3

         FIRST AMENDMENT, dated as of April 22, 2003 (this "First Amendment"),
to the CREDIT AGREEMENT, dated as of August 5, 1998, as amended and restated as
of December 31, 2002 (the "Credit Agreement"), among RENT-A-CENTER, INC.,
RENT-A-CENTER EAST, INC. (the "Borrower"), the Lenders party to the Credit
Agreement, the Documentation Agent and Syndication Agent named therein and
JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the
"Administrative Agent"). Terms defined in the Credit Agreement shall be used in
this First Amendment with their defined meanings unless otherwise defined
herein.

                             W I T N E S S E T H :

                  WHEREAS, the Borrower wishes to amend the Credit Agreement in
the manner set forth herein; and

                  WHEREAS, each of the parties hereto is willing to enter into
this First Amendment on the terms and subject to the conditions set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         SECTION I.     AMENDMENTS TO CREDIT AGREEMENT.

                  1. Section 1.1. The definitions of "Senior Subordinated Note
Indenture" and "Senior Subordinated Notes" contained in Section 1.1 of the
Credit Agreement are hereby amended and restated in their entirety as follows:

                  "Senior Subordinated Note Indenture": the collective reference
         to each Indenture entered into by the Borrower and certain of its
         Subsidiaries in connection with any issuance of Senior Subordinated
         Notes, together with all instruments and other agreements entered into
         by the Borrower or such Subsidiaries in connection therewith, as the
         same may be amended, supplemented or otherwise modified from time to
         time in accordance with Section 7.9.

                  "Senior Subordinated Notes": the collective reference to (a)
         the subordinated notes of the Borrower outstanding on the Restatement
         Effective Date and (b) any subordinated notes of the Borrower issued
         thereafter on terms no less favorable to the Borrower and its
         Subsidiaries (taken as a whole) and to the Lenders than the terms
         applicable to the subordinated notes referred to in clause (a) above.

                  2. Section 7.2. Section 7.2(f) of the Credit Agreement is
hereby amended and restated in its entirety as follows:

                  "(f)     (i) Indebtedness of the Borrower and Holdings in
         respect of Senior Subordinated Notes referred to in clause (a) of the
         definition thereof in an aggregate principal amount not to exceed
         $275,000,000, provided, that such Indebtedness shall be prepaid in full
         no later than August 15, 2003 in the event that any Indebtedness is
         incurred pursuant to clause (ii) below, (ii) Indebtedness of the
         Borrower and Holdings in respect of Senior Subordinated Notes referred
         to in clause (b) of the definition thereof in an aggregate principal
         amount not to exceed $300,000,000 and (iii) Guarantee Obligations of
         any Subsidiary Guarantor in respect of such Indebtedness, provided that
         such Guarantee Obligations are subordinated to the same extent as the
         obligations of the Borrower or Holdings in respect of the relevant
         Senior Subordinated Notes;"

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                                                                               2

                  3. Section 7.9. Section 7.9 of the Credit Agreement is hereby
amended by inserting, after the words "other than interest payments expressly
required by the terms thereof", the words "and other than pursuant to
prepayments or repayments thereof with the proceeds of other Senior Subordinated
Notes".

         SECTION II.    MISCELLANEOUS.

                  1. No Change. Except as expressly provided herein, no term or
provision of the Credit Agreement shall be amended, modified or supplemented,
and each term and provision of the Credit Agreement shall remain in full force
and effect.

                  2. Effectiveness. This First Amendment shall become effective
as of the date hereof upon receipt by the Administrative Agent of (a)
counterparts hereof duly executed by the Borrower and (b) executed consent
letters authorizing the Administrative Agent to enter into this First Amendment
from the Required Lenders.

                  3. Counterparts. This First Amendment may be executed by the
parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                  4. Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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                                                                               3

                  IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered as of the day and year first above
written.

                           RENT-A-CENTER, INC.

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

                           RENT-A-CENTER EAST, INC.

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

                           JPMORGAN CHASE BANK, as Administrative Agent

                           By: /s/ BRIAN MCDOUGAL
                               -------------------------------------------------
                               Brian McDougal
                               Vice President


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