EXHIBIT 10.10
FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "FOURTH
AMENDMENT") is made and entered into this 11th day of July, 2003, by and among
Rent-A-Center, Inc., a Delaware corporation (the "COMPANY") and each of Apollo
Investment Fund IV, L.P., a Delaware limited partnership, and Apollo Overseas
Partners IV, L.P., an exempted limited partnership registered in the Cayman
Islands (collectively, the "INVESTORS").
WITNESSETH:
WHEREAS, the Investors are holders of shares of Series A Preferred
Stock, par value $.01, of the Company (the "SERIES A PREFERRED STOCK") and of
shares of common stock, par value $.01, of the Company (the "COMMON Stock");
WHEREAS, the Company and the Investors are parties to that certain
Registration Rights Agreement, dated August 5, 1998, as amended by that certain
First Amendment to Registration Rights Agreement, dated as of August 18, 1998,
as amended by that certain Second Amendment to Registration Rights Agreement,
dated as of August 5, 2002, as amended by that certain Third Amendment to
Registration Rights Agreement, dated as of December 31, 2002, (as amended, the
"REGISTRATION RIGHTS AGREEMENT"),
WHEREAS, the Investors and the Company have entered into the Stock
Purchase and Exchange Agreement dated April 25, 2003 (the "PURCHASE AND EXCHANGE
AGREEMENT"), wherein, among other things, the Investors each agree to exchange
their shares of Series A Preferred Stock into shares of Series C Convertible
Preferred Stock, par value $.01, of the Company (the "PREFERRED STOCK
EXCHANGE");
WHEREAS, pursuant to the Purchase and Exchange Agreement, the Investors
and the Company agreed to amend the Registration Rights Agreement to reflect the
Preferred Stock Exchange; and
WHEREAS, the Parties desire that this Fourth Amendment become effective
immediately upon the Closing as defined in the Purchase and Exchange Agreement.
NOW, THEREFORE, in consideration of the premises, covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investors hereby agree as follows:
1. Amendment to Registration Rights Agreement.
(a) The following definition of "Series C Preferred Stock" is hereby
inserted into Section 1 of the Registration Rights Agreement immediately after
the definition of "Series A Preferred Stock" to read in its entirety as follows:
"Series C Preferred Stock:The Series C Convertible Preferred
Stock of the Company, $.01 par value per share."
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(b) Subsection (ii) of the definition of "Registrable Securities" in
Section 1 of the Registration Rights Agreement is hereby deleted and replaced by
the following to read in its entirety:
"(ii) the Common Stock issuable or issued upon the conversion
of the Shares or the conversion of the Series C Preferred Stock;"
2. Reaffirmation of Registration Rights Agreement.
Except as expressly amended and modified by this Fourth Amendment, the
Registration Rights Agreement is hereby reaffirmed, ratified and confirmed and
continues in full force and effect unaffected hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Fourth
Amendment as of the date first above written.
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President and Chief Operating Officer
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APOLLO INVESTMENT FUND IV, L.P.
a Delaware limited partnership
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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APOLLO OVERSEAS PARTNERS IV, L.P.
an exempted limited partnership registered
in the Cayman Islands
By: Apollo Advisors IV, L.P.
its General Partner
By: Apollo Capital Management IV, Inc.
its Managing General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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[Signature Page to Fourth Amendment to Registration Rights Agreement]