EXHIBIT 10.14
SECOND AMENDMENT TO
FRANCHISEE FINANCING AGREEMENT
This Second Amendment to Franchisee Financing Agreement ("Amendment")
is made and entered into by and among Textron Financial Corporation, a Delaware
corporation ("TFC"), ColorTyme, Inc., a Texas corporation ("ColorTyme"), and
Rent-A-Center, Inc., a Delaware corporation ("RAC").
RECITALS
A. TFC, ColorTyme and RAC are parties to that certain Amended and
Restated Franchisee Financing Agreement dated March 27, 2002, which was amended
by that certain First Amendment to Franchisee Financing Agreement dated July 23,
2002 (as previously amended, the "Agreement"). Capitalized terms used in this
Amendment that are not otherwise defined herein shall have the meanings assigned
to such terms in the Agreement.
B. TFC, ColorTyme and RAC desire to amend the Agreement on the terms
set forth in this Amendment.
AGREEMENT
In consideration of the premises and other valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, TFC, ColorTyme and RAC agree as follows:
1. Financial Statements and Reports. Paragraph (g) of section 2.2 of
the Agreement is hereby amended by deleting the existing paragraph (g) of
section 2.2 in its entirety and substituting in place thereof the following:
(g) Financial Statements and Reports. RAC shall provide to TFC
a copy of each Form 10-K, Form 10-Q and Form 8-K filed with the U.S.
Securities and Exchange Commission, within two (2) business days after
the filing thereof. ColorTyme shall provide to TFC (i) a copy of its
audited individual and consolidated year-end financial statements,
within ninety (90) days following the end of each fiscal year; (ii) a
copy of its monthly financial statements, within thirty (30) days
following the end of each month; (iii) a copy of its Uniform Franchise
Offering Circular and all amendments thereto, within one hundred twenty
(120) days following the end of each fiscal year; and (iv) royalty
reports and financial statements for each Franchisee, promptly upon
request by TFC. RAC and ColorTyme shall provide to TFC a quarterly
compliance certificate in the form of Exhibit A attached hereto, within
thirty (30) days following the end of each calendar quarter.
2. Consent of the Guarantor. RAC, as the guarantor of all debts,
liabilities and obligations of ColorTyme to TFC under the Agreement, hereby
consents to the amendment of the Agreement as provided herein.
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3. Effect of this Amendment. In the event of a conflict between the
terms of this Amendment and the terms of the Agreement, the provisions of this
Amendment shall prevail. Except as expressly set forth in this Amendment,
however, all provisions of the Agreement shall remain unchanged and shall
continue in full force and effect. This Amendment is hereby incorporated into
the Agreement for all purposes.
4. Effective Date. This Amendment shall be effective as of the original
effective date of the Agreement.
IN WITNESS WHEREOF, TFC, ColorTyme and RAC have executed this Amendment
on this 30th day of September, 2002.
COLORTYME, INC.
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxx, Xxxxx 00000
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: President and Chief Executive Officer
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RENT-A-CENTER, INC.
0000 Xxxxxxxx Xxxxxxx, 0xx Xxxxx
Xxxxx, Xxxxx 00000
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Chief Executive Officer
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TEXTRON FINANCIAL CORPORATION
0000 Xxxxx XxXxxxxx Xxxx., X-00
Xxxx, Xxxxxx 00000
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
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Title: Division President
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