EXHIBIT 2
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
-------------------------------------------------
THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (as amended and/or
modified from time to time, this "Second Amendment") is made and entered into
this 5th day of August, 2002, by and among Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (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");
WHEREAS, pursuant to Section 5 of the Certificate of Designations,
Preferences, and Relative Rights and Limitations of the Series A Preferred Stock
of the Company (the "Certificate of Designations"), the Company may redeem the
issued and outstanding shares of its Series A Preferred Stock, in whole or in
part (the "Redemption") commencing on August 5, 2002, at a redemption price of
105% of the Liquidation Preference Amount (as defined in the Certificate of
Designations);
WHEREAS, in order to effect a Redemption, the Company would be required to
arrange significant debt and/or equity financing and negotiate material
amendments to its existing senior credit and subordinated debt instruments that
would require substantial management time and cause the Company to incur
significant expense;
WHEREAS, pursuant to Section 8 of the Certificate of Designations, the
Series A Preferred Stock is convertible at any time, including prior to any date
specified by the Company for Redemption pursuant to Section 5(a)(ii) of the
Certificate of Designations, at the option of the holder thereof into the number
of shares of the Company's common stock, par value $.01 per share determined as
set forth therein;
WHEREAS, the Company and the Investors entered into 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
(together, the "Registration Rights Agreement"), the terms of which, among other
things, grant the Investors the right to require the Company to effect two (2)
Demand Registrations (as defined therein);
WHEREAS, as of the date hereof, the Investors have utilized one (1) such
Demand Registration; and
WHEREAS, the Company and the Investors are entering into this Second
Amendment to provide an additional right to the Investors to effect a Demand
Registration.
1
NOW, THEREFORE, in consideration of the premises, covenants and agreements
contained herein and the Investors' converting all but two of the shares of
Series A Preferred Stock held by them on the date hereof 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.
------------------------------------------
The second paragraph of Section 3(a) of the Registration Rights Agreement
is hereby amended to read in its entirety as follows:
"The number of Demand Registrations pursuant to this Section 3(a)
shall not exceed three (3)."
2. Number of Available Rights to Effect a Demand Registration.
----------------------------------------------------------
The Investors acknowledge that, after effecting this Second Amendment, the
number of rights to effect a Demand Registration available to the Investors as
of the date hereof shall be two (2), reflecting the Investors' use of one such
right to effect a Demand Registration in May 2002.
3. Reaffirmation of Registration Rights Agreement.
----------------------------------------------
Except as expressly amended and modified by this Second Amendment, the
Registration Rights Agreement is hereby reaffirmed, ratified and confirmed and
continues in full force and effect unaffected hereby.
[The remainder of this page is intentionally left blank.]
2
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
RENT-A-CENTER, INC.
a Delaware corporation
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
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:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
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:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
3
