EXHIBIT 3.16
AGREEMENT OF LIMITED PARTNERSHIP
OF
RENT-A-CENTER TEXAS, L.P.
This Agreement of Limited Partnership of Rent-A-Center Texas, L.P. (as
amended from time to time, this "AGREEMENT") is entered into as of November 25,
2002, by and between Rent-A-Center Texas, L.L.C., a Nevada limited liability
company, as limited partner (the "LIMITED PARTNER"), and Rent-A-Center, Inc., a
Delaware corporation, as the general partner (the "GENERAL PARTNER,") (the
Limited Partner and the General Partner may be referred to herein individually
as a "PARTNER" and collectively as the "PARTNERS").
RECITALS
WHEREAS, the Limited Partner and the General Partner each desire to
form a limited partnership on the basis of the terms set forth herein.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the premises and
the covenants and agreements contained in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Limited Partner and the General Partner, intending to be
legally bound hereby, agree as follows:
AGREEMENT
1. Formation. The Limited Partner and the General Partner hereby
form a limited partnership (the "LIMITED PARTNERSHIP") pursuant to and in
accordance with the Texas Revised Limited Partnership Act as set forth in the
Revised Civil Statutes of the State of Texas (the "ACT").
2. Name. The name of the Limited Partnership formed hereby is
Rent-A-Center Texas, L.P.
3. Purpose. The Limited Partnership is formed for the purpose of,
and the nature of the business to be conducted and promoted by the Limited
Partnership is, any and all lawful purposes for which a limited partnership can
be organized and operated in the State of Texas under applicable law.
4. Entity Classification Election. The General Partner shall
timely file with the Internal Revenue Service an "Entity Classification
Election" (Form 8832) on behalf of the Limited Partnership, effective as of
November 25, 2002, therein electing for the Limited Partnership to be treated as
an association taxable as a corporation.
5. Registered Office. The registered office of the Limited
Partnership in the State of Texas is 000 X. Xx. Xxxx Xxxxxx, Xxxxxx, Xxxxx
00000.
6. Registered Agent. The name of the registered agent of the
Limited Partnership for service of process on the Limited Partnership in the
State of Texas is CT Corporation System.
7. Officers. The General Partner may, from time to time,
designate and remove one or more persons as officers of the Limited Partnership.
Any officer designated shall have such authority and perform such duties as the
General Partner may, from time to time, delegate to him or her. The General
Partner may assign titles to particular officers. Unless the General Partner
decides otherwise, if an officer's title is one commonly used for officers of a
business corporation, the assignment of such title shall constitute the
delegation to such person of the authority and duties that would be held by a
person with such title in a business corporation. Each of the persons listed
below shall serve as an officer of the Limited Partnership in the office set
forth opposite such person's name and shall hold such office until such person's
successor is duly appointed by the General Partner or until such person's
earlier resignation, removal or death:
Xxxx X. Xxxxxx Chief Executive Officer
Xxxxxxxx X. Xxxxx President and Chief Operating Officer
Xxxxxx X. Xxxxx Senior Vice President - Finance, Chief
Financial Officer and Treasurer
Xxxx X. Xxxxx Executive Vice President - Operations
Xxxxxxxxxxx X. Xxxxx Senior Vice President - General Counsel
Xxxxxxx X. Xxxx Senior Vice President
C. Xxxxxx Xxxx, III Senior Vice President
Xxxx X. Xxxxxxxxx Senior Vice President
Xxxxxxx X. Xxxx Senior Vice President
Xxxx X. Xxxxxxxx Senior Vice President
Xxxxx X. Xxxxxx Senior Vice President
Xxxxxxx X. Xxxxxxx Senior Vice President
Xxxx Xxxxx Senior Vice President
Xxxxx X. Xxxxxxx Secretary
Xxx Xxxxxxx Vice President - Training
Xxxx Xxxxx Vice President - Development
Xxx Xxxxxx Vice President - Advertising
Xxxxxx Xxxxxx Vice President - Assistant General Counsel
Xxxxx X. Xxxxxxxxx Vice President - International Development
Xxxxxxx X. Xxxxxxxx Senior Vice President - Personnel and Training
Xxxxx Xxxxxx Vice President - Merchandising
Xxxx Xxxxx Vice President - IT/Chief Information Officer
Xxxx Xxxxxx Vice President - IT/Chief Technology Officer
Xxxx Xxxx Vice President - Product Service
Xxxxxxxx Xxxxxx Vice President - Human Resources
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8. Partners; Partnership Interest. The names, business addresses
and initial interests (expressed as a percentage) in the voting rights and
distributions of the Partnership, as may hereafter be adjusted (the "PARTNERSHIP
INTERESTS"), of the General Partner and the Limited Partner are as follows:
GENERAL PARTNER:
Name Address Partnership Interest
---- ------- --------------------
Rent-A-Center, Inc. 0000 Xxxxxxxx Xxxxxxx 0.1%
Xxxxx Xxxxx
Xxxxx, Xxxxx 00000
LIMITED PARTNER:
Name Address
---- -------
Rent-A-Center Texas, L.L.C. 000 Xxx Xx., Xxxxx X 00.0%
Xxxxxxxxx, Xxxxxx 00000
9. Powers. The General Partner shall be solely and exclusively
responsible for the operation and management of the business of the Partnership.
In addition to any other rights and powers which it may possess by law, the
General Partner shall have all the rights, powers and authorities required or
appropriate for the operation and management of the business of the Limited
Partnership. Any decision or action by the General Partner shall not require the
consent of the Limited Partner except to the extent otherwise required by the
Act.
10. Capital Contributions. Upon the execution of this Agreement,
the General Partner shall make an initial capital contribution to the Limited
Partnership of cash in an amount equal to one dollar ($1) and the Limited
Partner shall make an initial capital contribution to the Limited Partnership of
cash in an amount equal to nine hundred ninety-nine dollars ($999). In addition,
each Partner shall contribute its pro rata share, based on its respective
Partnership Interest, of those certain assets used in the conduct of business by
the General Partner's various store operations and headquarters, and the
operations thereof, located within the State of Texas, identified in and
pursuant to that certain Xxxx of Sale, Assignment and Assumption Agreement, in
substantially the same form as attached hereto as Exhibit "A". No Partner is
required to make any additional capital contribution to the Limited Partnership.
11. Distributions. The General Partner may make distributions,
whether distributions of cash or other property, to the extent that the
aggregate cash receipts of the Limited Partnership from any source (including
loans and capital contributions) exceed the sum of the cash expenditures of the
Limited Partnership plus a cash reserve as determined by the General Partner.
The timing and amounts of such distributions shall be determined by the General
Partner in its sole and absolute discretion. All distributions shall be
distributed pro rata to the Partners in accordance with their respective
Partnership Interests. If any assets of the Partnership are distributed in-kind
to the Partners, the Partners shall own and hold such assets as tenants in
common.
12. Allocations. For purposes of maintaining the books of the
Partnership, all items of profit and loss of the Partnership shall be allocated
to the Partners in accordance with their Partnership Interests.
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13. Liability of Limited Partner. The Limited Partner shall not
have any liability for the obligations or liabilities of the Limited Partnership
except to the extent provided by the Act.
14. Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of Texas, all rights and remedies being
governed by said laws.
15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the undersigned have duly caused this Agreement of
Limited Partnership to be executed as of the date first above written.
GENERAL PARTNER: LIMITED PARTNER:
RENT-A-CENTER, INC. RENT-A-CENTER TEXAS, L.L.C.
By: /s/ XXXX X. XXXXXX By: /s/ XXXXX XXXXXXXX
------------------------------- -------------------------------
Xxxx X. Xxxxxx Xxxxx Xxxxxxxx
Chairman of the Board President
and Chief Executive Officer
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