FOURTH AMENDMENT TO AMENDED AND RESTATED FRANCHISEE FINANCING AGREEMENT
EXHIBIT
10.10
FOURTH AMENDMENT TO AMENDED AND
RESTATED FRANCHISEE FINANCING AGREEMENT
This Fourth Amendment to Amended and Restated Franchisee Financing Agreement
(“Amendment”) is made and entered into by and among Xxxxx Fargo Foothill, LLC, a Delaware
corporation and assignee of Xxxxx Fargo Foothill, Inc., a California corporation
(“Lender”), ColorTyme, Inc., a Texas corporation (“ColorTyme”), and Rent-A-Center
East, Inc., a Delaware corporation (“RAC”).
RECITALS
A. Lender’s predecessor-in-interest, ColorTyme and RAC entered into that certain Amended and
Restated Franchisee Financing Agreement dated October 1, 2003, as amended as of December 15, 2003,
as of March 1, 2004, and as of September 29, 2006 (as amended, the “Agreement”).
B. Lender, ColorTyme and RAC desire to amend the Agreement in accordance with the terms of
this Amendment.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized terms not defined herein shall be construed to have
the meaning and definition set forth in the Agreement.
2. Amendment. Clauses (a) and (b) of Section 2.2 of the Agreement are hereby amended
in their entirety to read as follows:
“(a) Consolidated Leverage Ratio. ColorTyme and RAC shall not permit the
Consolidated Leverage Ratio (as that term is defined in the Third Amended and Restated
Credit Agreement, dated as of May 28, 2003, as amended and restated as of November 15, 2006,
among Rent-A-Center, Inc., as borrower, the several banks and other financial institutions
or entities from time to time parties thereto, Union Bank of California, N.A., as
documentation agent, Xxxxxx Commercial Paper Inc., as syndication agent, and JPMorgan Chase
Bank, N.A., as administrative agent (as the same has been or may be amended, restated or
modified from time to time, the “Senior Credit Agreement”)), as of the last day of
any period of four (4) consecutive fiscal quarters of Rent-A-Center, Inc. ending with any
fiscal quarter during any period set forth below to exceed the ratio set forth below
opposite such period:
1
EXHIBIT
10.10
| Consolidated | ||
| Period | Leverage Ratio | |
December 31, 2006 through December 30, 2007 |
4.25 to 1.00 | |
December 31, 2007 through December 30, 2008 |
3.50 to 1.00 | |
December 31, 2008 and thereafter |
3.25 to 1.00. |
“(b) Consolidated Fixed Charge Coverage Ratio. ColorTyme and RAC shall not
permit the Consolidated Fixed Charge Coverage Ratio (as that term is defined in the Senior
Credit Agreement), for any period of four (4) consecutive fiscal quarters of Rent-A-Center,
Inc., ending on or after December 31, 2006 to be less than the ratio of 1.35 to 1.00.”
3. Conditions Precedent to Effectiveness of Amendment. This Amendment shall become
effective when the Lender, ColorTyme and RAC shall have executed and delivered to each other this
Amendment.
4. Expenses. Each party hereto shall pay and be responsible for its own expenses
incurred in connection with this Amendment and the transactions herein contemplated.
5. Effect of Amendment. Except as amended hereby, the Agreement shall remain in full
force and effect.
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA.
7. Counterparts. This Amendment may be executed in counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
[Signature Page Follows]
2
EXHIBIT
10.10
IN WITNESS WHEREOF, the parties have executed this Amendment as of the 19th day of December,
2006.
| COLORTYME, INC. |
||||
| By: | /s/ Xxxxxxxx X. Xxxxx | |||
| Xxxxxxxx X. Xxxxx, Vice President | ||||
| RENT-A-CENTER EAST, INC. |
||||
| By: | /s/ Xxxxxxxx X. Xxxxx | |||
| Xxxxxxxx X. Xxxxx, Vice President | ||||
| XXXXX FARGO FOOTHILL, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx, Vice President | ||||
3
