May __, 2002
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxx Brothers Inc.
Bear, Xxxxxxx & Co. Inc.
SunTrust Capital Markets, Inc.
First Union Securities, Inc.
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated
("Xxxxxx Xxxxxxx") proposes to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Rent-A-Center, Inc., a Delaware corporation (the
"Company"), providing for the public offering (the "Public Offering") by the
several Underwriters, including Xxxxxx Xxxxxxx (the "Underwriters"), of
3,120,000 shares (the "Shares") of the Common Stock, $.01 par value per share,
of the Company (the "Common Stock").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Xxxxxx
Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending 90 days after the date of the final prospectus
relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend,
distribute to members or partners or otherwise transfer or dispose of, directly
or indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, or (2) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) any issuance of Common Stock issuable upon
conversion of the Series A Preferred Stock (the "Series A Preferred Stock"), par
value $.01 per share, of the Company, (B) the shares of the Common Stock or
Series A Preferred Stock, as the case may be, to be sold pursuant to the
Underwriting Agreement, (C) shares of Common Stock or other securities acquired
in open market transactions after the completion of the Public Offering, (D)
bona fide gifts of Common Stock by the undersigned; provided that each recipient
of any such gift shall deliver an executed copy of this Agreement to the
Underwriters prior to or
contemporaneously with such transaction or (E) the sale or transfer of shares of
securities, in connection with a sale of the Company pursuant to an offer made
on substantially the same terms to all Company stockholders of which the
Underwriters have been advised in writing. In addition, the undersigned agrees
that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the
Underwriters, it will not, during the period commencing on the date hereof and
ending 90 days after the date of the Prospectus, make any demand for or exercise
any right with respect to, the registration of any shares of Common Stock or any
security convertible into or exercisable or exchangeable for Common Stock. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of the
undersigned's shares of Common Stock except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public Offering. The undersigned further understands that this Lock-Up Agreement
is irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company, the sellers in the Public Offering and the
Underwriters. Notwithstanding anything to the contrary herein, this Lock-Up
Agreement shall expire if the Public Offering is not consummated on or before
June 30, 2002.
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Very truly yours,
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:
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Name:
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Title:
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