EXHIBIT 10.23
SUPPLEMENTAL LETTER AGREEMENT
(FOURTH SUPPLEMENT)
THIS SUPPLEMENTAL LETTER AGREEMENT ("Letter Agreement") is made and
entered into by and between TEXAS CAPITAL BANK, NATIONAL ASSOCIATION ("Bank"),
COLORTYME, INC., a Texas corporation ("ColorTyme"), and RENT-A-CENTER EAST,
INC., a Delaware corporation formerly known as Rent-A-Center, Inc. (the
"Guarantor").
RECITALS
A. Bank, ColorTyme and Guarantor entered into that certain Franchisee
Financing Agreement (as modified, amended, and/or supplemented, the "Agreement")
on or about April 30, 2002.
B. Bank, ColorTyme and Guarantor entered into that certain Supplemental
Letter Agreement (the "First Supplement") on or about June 25, 2002.
C. Bank, ColorTyme and Guarantor entered into that certain Supplemental
Letter Agreement (the "Second Supplement") on or about October 1, 2002.
D. Bank, ColorTyme and Guarantor entered into that certain Supplemental
Letter Agreement (the "Third Supplement") on or about October 17, 2002.
E. Bank has agreed to renew, extend, modify and increase or decrease
certain credit facilities (the "Credit Facilities") to XXXXXXX-XXXXXXXX
CORPORATION, a Connecticut corporation, XXXXXXX XXXXXXXX CORPORATION OF NEW
JERSEY, INC., a New Jersey corporation, XXXXXXXX-XXXXXXX CORP., a Kentucky
corporation, JSM, INC., a New York corporation and HSJ, LLC, a Rhode Island
limited liability company (collectively, the "Franchisees") as evidenced by,
among other things, that certain Credit and Security Agreement (herein so
called) dated on or about June 25, 2002, executed by the Franchisees and Bank
among others, as modified and amended by that certain Loan Modification
Agreement (the "Modification") dated on even date herewith, subject to the
execution of this Letter Agreement by both ColorTyme and Guarantor as a
condition precedent to such renewal, extension and modification.
F. Bank, ColorTyme and Guarantor desire to further modify, amend,
restate and supplement the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, the parties hereto
hereby agree as follows:
1. ColorTyme and Guarantor (or their respective counsel) have received
a copy of the Modification and related documents prepared by the Bank or the
Bank's counsel to evidence the renewal, extension and modification of the Credit
Facilities.
2. Bank, ColorTyme and Guarantor agree that the second sentence in
Section 1.1 of the Letter Agreement is hereby amended and restated to read as
follows:
The amount of the credit facility shall be up to, but not in
excess of, Twelve Million and No/100 Dollars ($12,000,000.00).
3. In the event of a conflict between the Agreement and this Letter
Agreement, the terms of this Letter Agreement shall control.
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4. This Letter Agreement embodies the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, conditions and understandings, and may be amended only by an
instrument executed in writing by an authorized officer of the party against
whom such amendment is sought to be enforced. This Letter Agreement shall inure
to the benefit of, and the obligations created hereby shall be binding upon, the
parties and their permitted successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of (but not necessarily on) the 26th day of May, 2003.
[SIGNATURE PAGE FOLLOWS]
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BANK:
Address: TEXAS CAPITAL BANK,
0000 XxXxxxxx Xxxxxx, Xxxxx 000 NATIONAL ASSOCIATION
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxx By: /s/ X. XXXX XXXXXX
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Name: X. Xxxx Xxxxxx
--------------------------------
Title: EVP
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COLORTYME:
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000 XXXXXXXXX, XXX.,
Xxxxx, Xxxxx 00000 a Texas corporation
Attn: Xxx Xxxxxx
By: /s/ XXX XXXX
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Name: Xxx Xxxx
--------------------------------
Title: Vice-President-Operations
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GUARANTOR:
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000 RENT-A-CENTER EAST, INC.,
Xxxxx, Xxxxx 00000 a Delaware corporation
Attn:
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
--------------------------------
Title: CEO
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