1
EXHIBIT 10.7
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) Xxxx Xxx Xxxxxx, an individual ("Xxx.
Xxxxxx"), (ii) 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 acting through its general partner
(individually and collectively with their Permitted Transferees (as defined),
the "Purchaser"), (iii) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"), (iv) Xxxx X.
Xxxxxx, an individual ("Xxxxxx"), and (v) Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "Company"). All terms
used herein but not defined herein shall have the meaning provided in the
Stockholders Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, it is currently contemplated that Xxx. Xxxxxx will acquire a
portion of the Shares from Xxxxxx and, from time to time, the Xxxxxx 1999 Trust,
a trust organized under the laws of the State of Texas (the "Trust"); and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, Xxx. Xxxxxx
hereby (i) acknowledges that she has read the Stockholders Agreement and (ii)
agrees to be bound by all the terms and conditions set forth in the Stockholders
Agreement as a Permitted Transferee and a Management Stockholder with respect to
all Shares in which she holds any direct or indirect pecuniary, beneficial or
voting interest, including as an individual, shareholder, trustee, beneficiary
or otherwise. Furthermore, Xxx. Xxxxxx acknowledges that the Shares acquired by
her will contain the legend set forth on Exhibit "A" hereto and the Company
covenants to place such a legend on any Shares that Xxx. Xxxxxx acquires. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective successors and permitted assigns; provided that
neither this Agreement nor any rights or obligations hereunder may be
transferred by Xxx. Xxxxxx except to a Permitted Transferee in accordance with
Section 2.2 of the Stockholders Agreement. This Agreement shall be attached to
and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ XXXX XXX XXXXXX
------------------------------------------------
Xxxx Xxx Xxxxxx
RENT-A-CENTER, INC.
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------------
Title: Vice President - Finance and Chief
Financial Officer
-----------------------------------------
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: /s/ XXXXX XXXX
-----------------------------
Name: Xxxxx Xxxx
-----------------------------
Title: V.P.
-----------------------------
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: /s/ XXXXX XXXX
-----------------------------
Name: Xxxxx Xxxx
-----------------------------
Title: V.P.
-----------------------------
/s/ J. XXXXXX XXXXXX
------------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX X. XXXXXX
------------------------------------------------
Xxxx X. Xxxxxx
3
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
4
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) the Xxxxxx 1999 Trust, a trust organized
under the laws of the State of Texas (the "Trust"), (ii) 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 acting through its general partner (individually and collectively with
their Permitted Transferees (as defined), the "Purchaser"), (iii) J. Xxxxxx
Xxxxxx, an individual ("Xxxxxx"), (iv) Xxxx Xxx Xxxxxx, an individual ("Xxx.
Xxxxxx"), (v) Xxxx X. Xxxxxx, an individual ("Xxxxxx"), and (vi) Rent-A-Center,
Inc., a Delaware corporation (formerly known as Renters Choice, Inc.) (the
"Company"). All terms used herein but not defined herein shall have the meaning
provided in the Stockholders Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx has previously agreed to be bound by the terms of
the Stockholders Agreement.
WHEREAS, it is currently contemplated that the Trust will acquire a
portion of the Shares from Xxx. Xxxxxx; and
WHEREAS, Xxxxxx will serve as sole trustee (the "Trustee") of the
Trust; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, the Trust
and the Trustee each hereby (i) acknowledges that each of them has read the
Stockholders Agreement and (ii) agrees to be bound by all the terms and
conditions set forth in the Stockholders Agreement as a Permitted Transferee and
a Management Stockholder with respect to all Shares in which it holds any direct
or indirect pecuniary, beneficial or voting interest. Furthermore, the Trust and
Trustee each hereby acknowledges that the Shares acquired by the Trust will
contain the legend set forth on Exhibit "A" hereto, and the Company covenants to
place such a legend on any Shares that the Trust acquires. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto, and their
respective successors and permitted assigns, including, without limitation, any
successor Trustee under the Trust; provided that neither this Agreement nor any
rights or obligations hereunder may
5
be transferred by the Trust or Trustee except to a Permitted Transferee in
accordance with Section 2.2 of the Stockholders Agreement. Except as permitted
by Section 2.2 of the Stockholders Agreement, the Trust, Trustee, Xxxxxx and
Xxx. Xxxxxx covenant and agree that no Person other than Xxxxxx, Xxx. Xxxxxx,
Xxxxxxx Xxxxxx or Xxxx Xxxxxx can or will (A) be a Trustee or a beneficiary of
the Trust, or (B) have any direct or indirect pecuniary, beneficial or voting
interest in the Trust or Shares held by the Trust. This Agreement shall be
attached to and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXX 1999 TRUST
By: /s/ J. XXXXXX XXXXXX
---------------------------------------------
J. Xxxxxx Xxxxxx, as Trustee
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------------------
Title: Vice President - Finance and Chief
Financial Officer
------------------------------------------
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: /s/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
--------------------------------
Title: V.P.
--------------------------------
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: /s/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
--------------------------------
Title: V.P.
--------------------------------
/s/ J. XXXXXX XXXXXX
-------------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
-------------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
-------------------------------------------------
Xxxx X. Xxxxxx
7
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
8
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) Xxxxxx Management, Inc., a Texas corporation
("Xxxxxx Management") and the general partner of Xxxxxx Partners, Ltd., a Texas
limited partnership (the "Partnership"), (ii) 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 acting through its
general partner (individually and collectively with their Permitted Transferees
(as defined), the "Purchaser"), (iii) J. Xxxxxx Xxxxxx, an individual
("Xxxxxx"), (iv) Xxxx Xxx Xxxxxx, an individual ("Xxx. Xxxxxx") (v) Xxxx X.
Xxxxxx, an individual ("Xxxxxx"), and (vi) Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "Company"). All terms
used herein but not defined herein shall have the meaning provided in the
Stockholders Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx has previously agreed to be bound by the terms of
the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Xxxxxx Management will
acquire a portion of the Shares from Xxxxxx and Xxx. Xxxxxx; and
WHEREAS, Xxxxxx and Xxx. Xxxxxx, as the sole stockholders, directors
and officers of Xxxxxx Management, will have sole dispositive and voting control
over all Shares held by Xxxxxx Management; and
WHEREAS, Xxxxxx Management, as the general partner of the Partnership,
will have sole dispositive and voting control over all of the Shares held by the
Partnership; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, Xxxxxx
Management hereby (i) acknowledges that it has read the Stockholders Agreement
and (ii) agrees to be bound by all the terms and conditions set forth in the
Stockholders Agreement as a Permitted Transferee and a Management Stockholder
with respect to all Shares in which it or the Partnership holds any direct or
indirect pecuniary, beneficial or voting interest. Furthermore, Xxxxxx
Management acknowledges that the Shares acquired by it or the Partnership will
contain the legend set forth on Exhibit "A" hereto, and the Company covenants to
place such a legend on any Shares that Xxxxxx Management or the Partnership
acquires. This Agreement shall be binding upon and shall inure to the benefit of
9
the parties hereto, and their respective successors and permitted assigns;
provided that neither this Agreement nor any rights or obligations hereunder may
be transferred by Xxxxxx Management or the Partnership except to a Permitted
Transferee in accordance with Section 2.2 of the Stockholders Agreement. Except
as permitted by Section 2.2 of the Stockholders Agreement, Xxxxxx, Xxx. Xxxxxx
and Xxxxxx Management covenant and agree that (A) no Person other than Xxxxxx,
Xxx. Xxxxxx, Xxxxxxx Xxxxxx or Xxxx Xxxxxx can or will have any direct or
indirect pecuniary, beneficial or voting interest in any Shares held by Xxxxxx
Management or the Partnership, including as a result of any liquidation,
dissolution or other distribution, (B) Xxxxxx will at all times control Xxxxxx
Management, and (C) no Person other than Xxxxxx, Xxx. Xxxxxx, Xxxxxxx Xxxxxx or
Xxxx Xxxxxx can or will own any direct or indirect pecuniary, beneficial or
voting interest in Xxxxxx Management or the Partnership. This Agreement shall be
attached to and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
10
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. XXXXXX XXXXXX
---------------------------------------------
Name: J. Xxxxxx Xxxxxx
--------------------------------------------
Title: President
-------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------------------
Title: Vice President - Finance and Chief
Financial Officer
------------------------------------------
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: /s/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
--------------------------------
Title: V.P.
--------------------------------
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: /s/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
--------------------------------
Title: V.P.
--------------------------------
/s/ J. XXXXXX XXXXXX
-------------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
-------------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
-------------------------------------------------
Xxxx X. Xxxxxx
11
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
12
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) Xxxxxx Partners, Ltd., a Texas limited
partnership (the "Partnership"), (ii) Xxxxxx Management, Inc., a Texas
corporation and the general partner of the Partnership ("Xxxxxx Management"),
(iii) 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 acting through its general partner
(individually and collectively with their Permitted Transferees (as defined),
the "Purchaser"), (iv) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"), (v) Xxxx Xxx
Xxxxxx, an individual ("Xxx. Xxxxxx") (vi) Xxxx X. Xxxxxx, an individual
("Xxxxxx"), and (vii) Rent-A-Center, Inc., a Delaware corporation (formerly
known as Renters Choice, Inc.) (the "Company"). All terms used herein but not
defined herein shall have the meaning provided in the Stockholders Agreement (as
defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx and Xxxxxx Management have previously agreed to be
bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that the Partnership will acquire
a portion of the Shares from Xxxxxx, Xxx. Xxxxxx and Xxxxxx Management; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, the
Partnership hereby (i) acknowledges that it has read the Stockholders Agreement
and (ii) agrees to be bound by all the terms and conditions set forth in the
Stockholders Agreement as a Permitted Transferee and a Management Stockholder
with respect to all Shares in which it holds any direct or indirect pecuniary,
beneficial or voting interest. Furthermore, the Partnership acknowledges that
the Shares acquired by it will contain the legend set forth on Exhibit "A"
hereto, and the Company covenants to place such a legend on any Shares that the
Partnership acquires. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, and their respective successors and assigns;
provided that neither this Agreement nor any rights or obligations hereunder may
be transferred by the Partnership except to a Permitted Transferee in accordance
with Section 2.2 of the Stockholders Agreement. Except as permitted by Section
2.2 of the Stockholders Agreement, Xxxxxx, Xxx. Xxxxxx, Xxxxxx
13
Management and the Partnership covenant and agree that (A) no Person other than
Xxxxxx, Xxx. Xxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxx and Xxxxxx Management can or
will have any direct or indirect pecuniary, beneficial or voting interest in any
Shares held by the Partnership, including as a result of any liquidation,
dissolution or other Transfer, (B) Xxxxxx will at all times control Xxxxxx
Management, and (C) no Person other than Xxxxxx, Xxx. Xxxxxx, Xxxxxxx Xxxxxx,
Xxxx Xxxxxx or Xxxxxx Management will own any direct or indirect pecuniary,
beneficial or voting interest in the Partnership. This Agreement shall be
attached to and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. XXXXXX XXXXXX
---------------------------------
Name: J. Xxxxxx Xxxxxx
---------------------------------
Title: President
---------------------------------
XXXXXX PARTNERS, LTD.
a Texas limited partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. XXXXXX XXXXXX
------------------------
Name: J. Xxxxxx Xxxxxx
------------------------
Title: President
------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
---------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------
Title: Vice President - Finance and
Chief Financial Officer
---------------------------------
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: /s/ XXXXX XXXX
---------------
Name: Xxxxx Xxxx
---------------
Title: V.P.
---------------
15
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: /s/ XXXXX XXXX
---------------------------
Name: Xxxxx Xxxx
---------------------------
Title: V.P.
---------------------------
/s/ J. XXXXXX XXXXXX
--------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
--------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
--------------------------------------------
Xxxx X. Xxxxxx
16
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
17
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) Xxxxxxx Xxxxxx, an individual ("Xxxx
Xxxxxx"), (ii) Xxxxxx Partners, Ltd., a Texas limited partnership (the
"Partnership"), (iii) Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx
Management") and the general partner of the partnership, (iv) 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 acting through its general partner (individually and collectively with
their Permitted Transferees (as defined), the "Purchaser"), (v) J. Xxxxxx
Xxxxxx, an individual ("Xxxxxx"), (vi) Xxxx Xxx Xxxxxx, an individual ("Xxx.
Xxxxxx"), (vii) Xxxx X. Xxxxxx, an individual ("Xxxxxx"), and (viii)
Rent-A-Center, Inc., a Delaware corporation (formerly known as Renters Choice,
Inc.) (the "Company"). All terms used herein but not defined herein shall have
the meaning provided in the Stockholders Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx, Xxxxxx Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Xxxx Xxxxxx may, in the
future, acquire a portion of the Shares from Xxxxxx, Xxx. Xxxxxx or an entity
created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, Xxxx Xxxxxx
hereby (i) acknowledges that he has read the Stockholders Agreement and (ii)
agrees to be bound by all the terms and conditions set forth in the Stockholders
Agreement as a Permitted Transferee and a Management Stockholder with respect to
all Shares in which he may hold any direct or indirect pecuniary, beneficial or
voting interest, including as an individual, shareholder, trustee, beneficiary
or otherwise. Furthermore, Xxxx Xxxxxx acknowledges that any Shares acquired by
him will contain the legend set forth on Exhibit "A" hereto, and the Company
covenants to place such a legend on any Shares that he acquires. Except as
permitted by Section 2.2 of the Stockholders Agreement, Matt Talley, Talley,
Xxx. Xxxxxx, the Partnership and Xxxxxx Management covenant and agree that no
Person other than Xxxxxx, Xxx. Xxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxx can or will
have any direct or indirect pecuniary, beneficial or voting interest in the
Partnership or any Shares held by the Partnership. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, and their
respective successors and permitted assigns; provided that neither this
Agreement nor any rights or obligations hereunder may be transferred by Xxxx
Xxxxxx except to a Permitted Transferee in accordance with Section 2.2 of the
Stockholders Agreement. This Agreement shall be attached to and become a part of
the Stockholders Agreement.
18
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ XXXXXXX XXXXXX
---------------------------------------------
Xxxxxxx Xxxxxx
XXXXXX PARTNERS, LTD.
a Texas Limited Partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. XXXXXX XXXXXX
------------------------------------
Name: J. Xxxxxx Xxxxxx
----------------------------------
Title: President
---------------------------------
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. XXXXXX XXXXXX
-----------------------------------------
Name: J. Xxxxxx Xxxxxx
---------------------------------------
Title: President
--------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------------
Title: Vice President - Finance and
Chief Financial Officer
--------------------------------------
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: /s/ XXXXX XXXX
-------------------------------
Name: Xxxxx Xxxx
------------------------------
Title: V.P.
----------------------------
19
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: /s/ XXXXX XXXX
-------------------------------
Name: Xxxxx Xxxx
-----------------------------
Title: V.P.
----------------------------
/s/ J. XXXXXX XXXXXX
---------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
---------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
---------------------------------------------
Xxxx X. Xxxxxx
20
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
21
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) the Xxxxxxx Xxxxxx Family Trust #1, a trust
organized under the laws of the State of Texas ("Matt Trust #1"), (ii) Xxxxxxx
Xxxxxx, an individual ("Xxxx Xxxxxx") and the trustee under Matt Trust #1, (iii)
Xxxxxx Partners, Ltd., a Texas limited partnership (the "Partnership"), (iv)
Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the partnership, (v) 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 acting through its
general partner (individually and collectively with their Permitted Transferees
(as defined), the "Purchaser"), (vi) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"),
(vii) Xxxx Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (viii) Xxxx X. Xxxxxx, an
individual ("Xxxxxx"), and (ix) Rent-A-Center, Inc., a Delaware corporation
(formerly known as Renters Choice, Inc.) (the "Company"). All terms used herein
but not defined herein shall have the meaning provided in the Stockholders
Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx, Xxxxxx Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Matt Trust #1 may, in the
future, acquire a direct or indirect interest in the Shares from Xxxxxx, Xxx.
Xxxxxx or an entity created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, Matt Trust
#1 hereby (i) acknowledges that it has read the Stockholders Agreement and (ii)
agrees to be bound by all the terms and conditions set forth in the Stockholders
Agreement as a Permitted Transferee and a Management Stockholder with respect to
all Shares in which it may hold any direct or indirect pecuniary, beneficial or
voting interest. Matt Trust #1 acknowledges that any Shares acquired by it will
contain the legend set forth on Exhibit "A" hereto, and the Company covenants to
place such a legend on any Shares that the Matt Trust #1 acquires. Furthermore,
Matt Trust #1 and Xxxx Xxxxxx, as trustee and beneficiary under Matt Trust #1,
hereby covenant and agree that no Person other than Xxxx Xxxxxx can or will (A)
be the trustee or beneficiary of Matt Trust #1 or (B) have any direct or
indirect
22
pecuniary, beneficial or voting interest in Matt Trust #1 or any Shares held by
Matt Trust #1, except as permitted under Section 2.2 of the Stockholders
Agreement. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, and their respective successors and permitted assigns;
provided that neither this Agreement nor any rights or obligations hereunder may
be transferred by Matt Trust #1 or Xxxx Xxxxxx except to a Permitted Transferee
in accordance with Section 2.2 of the Stockholders Agreement. This Agreement
shall be attached to and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
23
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXXX XXXXXX FAMILY
TRUST #1
a trust organized under the laws and the State of Texas
By: /s/ XXXXXXX XXXXXX
-------------------------------------------------
Xxxxxxx Xxxxxx, as trustee
/s/ XXXXXXX XXXXXX
-----------------------------------------------------
Xxxxxxx Xxxxxx
XXXXXX PARTNERS, LTD.
a Texas Limited Partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. XXXXXX XXXXXX
----------------------------------------------
Name: J. Xxxxxx Xxxxxx
--------------------------------------------
Title: President
-------------------------------------------
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. XXXXXX XXXXXX
-------------------------------------------------
Name: J. Xxxxxx Xxxxxx
-----------------------------------------------
Title: President
----------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------------------
Title: Vice President -- Finance and Chief Financial
Officer
----------------------------------------------
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: /s/ XXXXX XXXX
--------------------------------------
Name: Xxxxx Xxxx
------------------------------------
Title: VP
-----------------------------------
24
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: /s/ XXXXX XXXX
-----------------------------------------
Name: Xxxxx Xxxx
---------------------------------------
Title: V.P.
--------------------------------------
/s/ J. XXXXXX XXXXXX
-------------------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
-------------------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
-------------------------------------------------------
Xxxx X. Xxxxxx
25
EXHIBIT "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
26
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) the Xxxxxxx Xxxxxx Family Trust #2, a trust
organized under the laws of the State of Texas ("Matt Trust #2"), (ii) Xxxxxxx
Xxxxxx, an individual ("Xxxx Xxxxxx") and the trustee under Matt Trust #2, (iii)
Xxxxxx Partners, Ltd., a Texas limited partnership (the "Partnership"), (iv)
Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the partnership, (v) 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 acting through its
general partner (individually and collectively with their Permitted Transferees
(as defined), the "Purchaser"), (vi) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"),
(vii) Xxxx Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (viii) Xxxx X. Xxxxxx, an
individual ("Xxxxxx"), and (ix) Rent-A-Center, Inc., a Delaware corporation
(formerly known as Renters Choice, Inc.) (the "Company"). All terms used herein
but not defined herein shall have the meaning provided in the Stockholders
Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx, Xxxxxx Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Matt Trust #2 may, in the
future, acquire a direct or indirect interest in the Shares from Xxxxxx, Xxx.
Xxxxxx or an entity created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, Matt Trust
#2 hereby (i) acknowledges that it has read the Stockholders Agreement and (ii)
agrees to be bound by all the terms and conditions set forth in the Stockholders
Agreement as a Permitted Transferee and a Management Stockholder with respect to
all Shares in which it may hold any direct or indirect pecuniary, beneficial or
voting interest. Matt Trust #2 acknowledges that any Shares acquired by it will
contain the legend set forth on Exhibit "A" hereto, and the Company covenants to
place such a legend on any Shares that the Matt Trust #2 acquires. Furthermore,
Matt Trust #2 and Xxxx Xxxxxx, as trustee and beneficiary under Matt Trust #2,
hereby covenant and agree that no Person other than Xxxx Xxxxxx can or will (A)
be the trustee or beneficiary of Matt Trust #2 or (B) have any direct or
indirect
27
pecuniary, beneficial or voting interest in Matt Trust #2 or any Shares held by
Matt Trust #2, except as permitted under Section 2.2 of the Stockholders
Agreement. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, and their respective successors and permitted assigns;
provided that neither this Agreement nor any rights or obligations hereunder may
be transferred by Matt Trust #2 or Xxxx Xxxxxx except to a Permitted Transferee
in accordance with Section 2.2 of the Stockholders Agreement. This Agreement
shall be attached to and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
28
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXXX XXXXXX FAMILY
TRUST #2
a trust organized under the laws and the State of Texas
By: /s/ XXXXXXX XXXXXX
--------------------------------------------------
Xxxxxxx Xxxxxx, as trustee
/s/ XXXXXXX XXXXXX
------------------------------------------------------
Xxxxxxx Xxxxxx
XXXXXX PARTNERS, LTD.
a Texas Limited Partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. XXXXXX XXXXXX
---------------------------------------------
Name: J. Xxxxxx Xxxxxx
-------------------------------------------
Title: President
------------------------------------------
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. XXXXXX XXXXXX
--------------------------------------------------
Name: J. Xxxxxx Xxxxxx
------------------------------------------------
Title: President
-----------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
--------------------------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------------------------
Title: Vice President - Finance and
Chief Financial Officer
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: /s/ XXXXX XXXX
---------------------------------------------
Name: Xxxxx Xxxx
-------------------------------------------
Title: V.P.
------------------------------------------
29
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: /s/ XXXXX XXXX
-------------------------------------
Name: Xxxxx Xxxx
-----------------------------------
Title: VP
----------------------------------
/s/ J. XXXXXX XXXXXX
--------------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
--------------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
--------------------------------------------------
Xxxx X. Xxxxxx
30
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
31
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) Xxxx Xxxxxx, an individual ("Xxxx Xxxxxx"),
(ii) Xxxxxx Partners, Ltd., a Texas limited partnership (the "Partnership"),
(iii) Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx Management") and the
general partner of the partnership, (iv) 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 acting through its
general partner (individually and collectively with their Permitted Transferees
(as defined), the "Purchaser"), (v) J. Xxxxxx Xxxxxx, an individual ("Xxxxxx"),
(vi) Xxxx Xxx Xxxxxx, an individual ("Xxx. Xxxxxx"), (vii) Xxxx X. Xxxxxx, an
individual ("Xxxxxx"), and (viii) Rent-A-Center, Inc., a Delaware corporation
(formerly known as Renters Choice, Inc.) (the "Company"). All terms used herein
but not defined herein shall have the meaning provided in the Stockholders
Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx, Xxxxxx Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Xxxx Xxxxxx may, in the
future, acquire a portion of the Shares from Xxxxxx, Xxx. Xxxxxx or an entity
created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, Xxxx Xxxxxx
hereby (i) acknowledges that he has read the Stockholders Agreement and (ii)
agrees to be bound by all the terms and conditions set forth in the Stockholders
Agreement as a Permitted Transferee and a Management Stockholder with respect to
all Shares in which he may hold any direct or indirect pecuniary, beneficial or
voting interest, including as an individual, shareholder, trustee, beneficiary
or otherwise. Furthermore, Xxxx Xxxxxx acknowledges that any Shares acquired by
him will contain the legend set forth on Exhibit "A" hereto, and the Company
covenants to place such a legend on any Shares that he may acquire. Except as
permitted by Section 2.2 of the Stockholders Agreement, Xxxx Talley, Talley,
Xxx. Xxxxxx, the Partnership and Xxxxxx Management covenant and agree that no
Person other than Xxxxxx, Xxx. Xxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxx can or will
have any direct or indirect pecuniary, beneficial or voting interest in the
Partnership or any Shares held by the Partnership. This
32
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective successors and permitted assigns; provided that
neither this Agreement nor any rights or obligations hereunder may be
transferred by Xxxx Xxxxxx except to a Permitted Transferee in accordance with
Section 2.2 of the Stockholders Agreement. This Agreement shall be attached to
and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
33
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ XXXX XXXXXX
------------------------------------------------------
Xxxx Xxxxxx
XXXXXX PARTNERS, LTD.
a Texas Limited Partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. XXXXXX XXXXXX
---------------------------------------------
Name: J. Xxxxxx Xxxxxx
-------------------------------------------
Title: President
------------------------------------------
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. XXXXXX XXXXXX
--------------------------------------------------
Name: J. Xxxxxx Xxxxxx
------------------------------------------------
Title: President
-----------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------------------------
Title: Vice President - Finance and
Chief Financial Officer
------------------------------------------
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: /s/ XXXXX XXXX
-----------------------------------
Name: Xxxxx Xxxx
---------------------------------
Title: V.P.
--------------------------------
34
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: /s/ XXXXX XXXX
--------------------------------------
Name: Xxxxx Xxxx
-----------------------------------
Title: V.P.
----------------------------------
/s/ J. XXXXXX XXXXXX
--------------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
--------------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
--------------------------------------------------
Xxxx X. Xxxxxx
35
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
36
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) the Xxxx Xxxxxx Xxxxxx Family Trust #1, a
trust organized under the laws of the State of Texas ("Xxxx Trust #1"), (ii)
Xxxx Xxxxxx Xxxxxx, an individual ("Xxxx Xxxxxx") and the trustee under Xxxx
Trust #1, (iii) Xxxxxx Partners, Ltd., a Texas limited partnership (the
"Partnership"), (iv) Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx
Management") and the general partner of the partnership, (v) 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 acting through its general partner (individually and collectively with
their Permitted Transferees (as defined), the "Purchaser"), (vi) J. Xxxxxx
Xxxxxx, an individual ("Xxxxxx"), (vii) Xxxx Xxx Xxxxxx, an individual ("Xxx.
Xxxxxx"), (viii) Xxxx X. Xxxxxx, an individual ("Xxxxxx"), and (ix)
Rent-A-Center, Inc., a Delaware corporation (formerly known as Renters Choice,
Inc.) (the "Company"). All terms used herein but not defined herein shall have
the meaning provided in the Stockholders Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx, Xxxxxx Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Xxxx Trust #1 may, in the
future, acquire a direct or indirect interest in the Shares from Xxxxxx, Xxx.
Xxxxxx or an entity created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, Xxxx Trust
#1 hereby (i) acknowledges that it has read the Stockholders Agreement and (ii)
agrees to be bound by all the terms and conditions set forth in the Stockholders
Agreement as a Permitted Transferee and a Management Stockholder with respect to
all Shares in which it may hold any direct or indirect pecuniary, beneficial or
voting interest. Xxxx Trust #1 acknowledges that any Shares acquired by it will
contain the legend set forth on Exhibit "A" hereto, and the Company covenants to
place such a legend on any Shares that the Xxxx Trust #1 acquires. Furthermore,
Xxxx Trust #1 and Xxxx Xxxxxx, as trustee and beneficiary under Xxxx Trust #1,
hereby covenant and agree that no Person other than Xxxx Xxxxxx can or will (A)
be the trustee or beneficiary of Xxxx Trust #1 or (B) have any direct or
37
indirect pecuniary, beneficial or voting interest in Xxxx Trust #1 or any Shares
held by Xxxx Trust #1, except as permitted under Section 2.2 of the Stockholders
Agreement. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, and their respective successors and permitted assigns;
provided that neither this Agreement nor any rights or obligations hereunder may
be transferred by Xxxx Trust #1 or Xxxx Xxxxxx except to a Permitted Transferee
in accordance with Section 2.2 of the Stockholders Agreement. This Agreement
shall be attached to and become a part of the Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
38
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXX XXXXXX XXXXXX FAMILY
TRUST #1
a trust organized under the laws and the State of Texas
By: /s/ XXXX XXXXXX XXXXXX
---------------------------------------------------------
Xxxx Xxxxxx Xxxxxx, as trustee
/s/ XXXX XXXXXX XXXXXX
---------------------------------------------------------
Xxxx Xxxxxx Xxxxxx
XXXXXX PARTNERS, LTD.
a Texas Limited Partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. XXXXXX XXXXXX
---------------------------------------------------
Name: J. Xxxxxx Xxxxxx
--------------------------------------------------
Title: President
-------------------------------------------------
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. XXXXXX XXXXXX
---------------------------------------------------------
Name: J. Xxxxxx Xxxxxx
-------------------------------------------------------
Title: President
------------------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
---------------------------------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------------------------------------
Title: Vice President - Finance and Chief Financial Officer
-------------------------------------------------------
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: /s/ XXXXX XXXX
------------------------------------------------
Name: Xxxxx Xxxx
----------------------------------------------
Title: V.P.
---------------------------------------------
39
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: /s/ XXXXX XXXX
-------------------------------------
Name: Xxxxx Xxxx
-----------------------------------
Title: V.P.
----------------------------------
/s/ J. XXXXXX XXXXXX
--------------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
--------------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
--------------------------------------------------
Xxxx X. Xxxxxx
40
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER
TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM REGISTRATION OR
QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY
TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO
TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY AN
AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
41
AGREEMENT TO BE BOUND
This Agreement to be Bound (the "Agreement") is made this 9th day of
September, 1999, by and between (i) the Xxxx Xxxxxx Xxxxxx Family Trust #2, a
trust organized under the laws of the State of Texas ("Xxxx Trust #2"), (ii)
Xxxx Xxxxxx Xxxxxx, an individual ("Xxxx Xxxxxx") and the trustee under Xxxx
Trust #2, (iii) Xxxxxx Partners, Ltd., a Texas limited partnership (the
"Partnership"), (iv) Xxxxxx Management, Inc., a Texas corporation ("Xxxxxx
Management") and the general partner of the partnership, (v) 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 acting through its general partner (individually and collectively with
their Permitted Transferees (as defined), the "Purchaser"), (vi) J. Xxxxxx
Xxxxxx, an individual ("Xxxxxx"), (vii) Xxxx Xxx Xxxxxx, an individual ("Xxx.
Xxxxxx"), (viii) Xxxx X. Xxxxxx, an individual ("Xxxxxx"), and (ix)
Rent-A-Center, Inc., a Delaware corporation (formerly known as Renters Choice,
Inc.) (the "Company"). All terms used herein but not defined herein shall have
the meaning provided in the Stockholders Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Purchaser, the Company, Xxxxxx and Xxxxxx have each
entered into that certain Stockholders Agreement of Renters Choice, Inc., dated
as of August 5, 1998 (the "Stockholders Agreement") to impose certain
restrictions and obligations upon themselves and the Shares of the Company held
by them; and
WHEREAS, Xxx. Xxxxxx, Xxxxxx Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Xxxx Trust #2 may, in the
future, acquire a direct or indirect interest in the Shares from Xxxxxx, Xxx.
Xxxxxx or an entity created by either or both of them; and
WHEREAS, pursuant to Section 2.2(d) of the Stockholders Agreement, all
Transferees acquiring any or all of the Shares must enter into an instrument
confirming that the Transferee agrees to be bound by the terms of the
Stockholders Agreement in the same manner as the Transferee's transferor.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and as a condition of the acquisition of the Shares in the Company, Xxxx Trust
#2 hereby (i) acknowledges that it has read the Stockholders Agreement and (ii)
agrees to be bound by all the terms and conditions set forth in the
Stockholders Agreement as a Permitted Transferee and a Management Stockholder
with respect to all Shares in which it may hold any direct or indirect
pecuniary, beneficial or voting interest. Xxxx Trust #2 acknowledges that any
Shares acquired by it will contain the legend set forth on Exhibit "A" hereto,
and the Company covenants to place such a legend on any Shares that the Xxxx
Trust #2 acquires. Furthermore, Xxxx Trust #2 and Xxxx Xxxxxx, as trustee and
beneficiary under Xxxx Trust #2, hereby covenant and agree that no Person other
than Xxxx Xxxxxx can or will (A) be the trustee or beneficiary of Xxxx Trust #2
or (B) have any direct or
42
indirect pecuniary, beneficial or voting interest in Xxxx Trust #2 or any
Shares held by Xxxx Trust #2, except as permitted under Section 2.2 of the
Stockholders Agreement. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, and their respective successors and
permitted assigns; provided that neither this Agreement nor any rights or
obligations hereunder may be transferred by Xxxx Trust #2 or Xxxx Xxxxxx except
to a Permitted Transferee in accordance with Section 2.2 of the Stockholders
Agreement. This Agreement shall be attached to and become a part of the
Stockholders Agreement.
[Remainder of Page Intentionally Left Blank]
43
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXX XXXXXX XXXXXX FAMILY
TRUST #2
a trust organized under the laws and the
State of Texas
By: /s/ XXXX XXXXXX XXXXXX
----------------------------------------
Xxxx Xxxxxx Xxxxxx, as trustee
/s/ XXXX XXXXXX XXXXXX
--------------------------------------------
Xxxx Xxxxxx Xxxxxx
XXXXXX PARTNERS, LTD.
a Texas Limited Partnership
By: Xxxxxx Management, Inc.
its General Partner
By: /s/ J. XXXXXX XXXXXX
----------------------------------
Name: J. Xxxxxx Xxxxxx
--------------------------------
Title: President
--------------------------------
XXXXXX MANAGEMENT, INC.
a Texas corporation
By: /s/ J. XXXXXX XXXXXX
---------------------------------------
Name: J. Xxxxxx Xxxxxx
--------------------------------------
Title: President
-------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxx
--------------------------------------
Title: Vice President-Finance and
Chief Financial Officer
-------------------------------------
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: /s/ XXXXX XXXX
-----------------------------
Name: Xxxxx Xxxx
---------------------------
Title: V.P.
--------------------------
44
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 General Partner
By: /s/ XXXXX XXXX
-----------------------------
Name: Xxxxx Xxxx
---------------------------
Title: V.P.
--------------------------
/s/ J. XXXXXX XXXXXX
--------------------------------------------
J. Xxxxxx Xxxxxx
/s/ XXXX XXX XXXXXX
--------------------------------------------
Xxxx Xxx Xxxxxx
/s/ XXXX X. XXXXXX
--------------------------------------------
Xxxx X. Xxxxxx
45
Exhibit "A"
Legend
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO
DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL
(REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT
THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR FROM
REGISTRATION OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH
RESPECT TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR
QUALIFIED).
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS, TO WHICH ANY TRANSFEREE
AGREES BY HIS ACCEPTANCE HEREOF, AS SET FORTH IN THE STOCKHOLDERS AGREEMENT,
DATED AS OF AUGUST 5, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.
NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT AND BY
AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
