EXHIBIT 4
July 8, 1998
Apollo Management IV, L.P.
1999 Avenue of the Stars
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Re: Letter Agreement
Gentlemen:
Reference is hereby made to that certain Equity Commitment Letter (the
"Apollo Commitment Letter") dated June 15, 1998, from Apollo Management IV, L.P.
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("Apollo") to Renters Choice, Inc., a Delaware corporation (the "Company"),
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whereby Apollo has agreed to acquire 235,000 shares of Convertible Preferred
Stock of the Company (the "Convertible Preferred") for $235,000,000 in
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connection with the acquisition (the "Acquisition") of Thorn Americas, Inc., a
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Delaware corporation, pursuant to that certain Stock Purchase Agreement, dated
as of June 16, 1998, among the Company, Thorn International BV, a Netherlands
corporation, and Thorn plc, a company incorporated under the laws of England and
Wales (the "Stock Purchase Agreement").
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Pursuant to Rule 4310(c)(25)(H)(i)(c)(2)(A) and (B) of the Nasdaq Stock
Market, the Company anticipates submitting to its stockholders at a meeting of
such stockholders (the "Special Meeting"), a proposal (the "Proposal") to
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approve the issuance of the Convertible Preferred in connection with the
Acquisition. This Letter Agreement (the "Letter Agreement") sets forth the
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agreement among Apollo, J. Xxxxxx Xxxxxx ("Xxxxxx") and Xxxx X. Xxxxxx
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("Xxxxxx") that Messrs. Xxxxxx and Xxxxxx will each vote the shares owned by him
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and entitled to vote at the Special Meeting for the Proposal. Messrs. Xxxxxx
and Xxxxxx represent that they own and are entitled to vote, as of the date
hereof, and that they will own and be entitled to vote for the Proposal at the
Special Meeting, 5,893,265 and 2,288,432 shares of the Company's $.01 par value
common stock, respectively, and they each hereby agree that they will not
dispose of any shares beneficially owned by them or of the right to vote any
such shares prior to the occurrence of the Special Meeting, provided, however,
that this Letter Agreement will terminate in the event the Stock Purchase
Agreement is terminated.
The parties hereto acknowledge and agree that the commitments by Messrs.
Xxxxxx and Xxxxxx to enter into this Letter Agreement were a material inducement
to Apollo entering into the Apollo Commitment Letter.
The foregoing accurately sets forth our agreement concerning the matters
set forth above.
___________________________
J. Xxxxxx Xxxxxx
___________________________
Xxxx X. Xxxxxx
ACCEPTED AND AGREED:
Apollo Management IV, L.P.
By:_________________________
Title:______________________
Date: July 8, 1998
August 5, 1998
Apollo Management IV, L.P.
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Re: Amendment to Letter Agreement dated July 8, 1998
Gentlemen:
Reference is hereby made to that certain Letter Agreement dated July 8,
1998 (the "Original Letter Agreement") by and among J. Xxxxxx Xxxxxx, Xxxx X.
Xxxxxx and Apollo Management IV, L.P.
Notwithstanding the representation in the Original Letter Agreement that
Apollo Management IV, L.P. has agreed to acquire 235,000 shares of Convertible
Preferred Stock of Renter's Choice, Inc. for $235 million, this letter serves to
confirm that Apollo Investment Fund IV, L.P. ("Apollo Investment Fund") and
Apollo Overseas Partners IV, L.P. ("Apollo Overseas Partners") (Apollo
Investment Fund and Apollo Overseas Partners being hereinafter collectively
referred to as the "Apollo Entities") have agreed to purchase from Renters
Choice, Inc. (the "Company") 134,414 shares of the Company's Series A Preferred
Stock for $134,414,000 and 115,586 shares of the Company's Series B Preferred
Stock for $115,586,000.
This Letter Agreement also confirms that instead of owning and being
entitled to vote 5,893,265 shares of the Company's Common Stock at the
forthcoming special meeting of the stockholders of the Company which will be
called for the purpose of authorizing and approving the conversion of the Series
B Preferred Stock to Series A Preferred Stock, the undersigned will own and be
entitled to vote such lesser amount as the undersigned shall retain following
the Company's acquisition of $25 million of Common Stock from the undersigned.
Except as modified above, the Original Letter Agreement remains in full
force and effect.
The foregoing accurately sets forth our agreement concerning the matters
set forth above.
___________________________
J. Xxxxxx Xxxxxx
Agreed and Accepted:
Apollo Management IV, L.P.
By: __________________________
Title:________________________
Date: August 5, 1998
August 5, 1998
Apollo Management IV, L.P.
1999 Avenue of the Stars
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Re: Amendment to Letter Agreement dated July 8, 1998
Gentlemen:
Reference is hereby made to that certain Letter Agreement dated July 8,
1998 (the "Original Letter Agreement") by and among J. Xxxxxx Xxxxxx, Xxxx X.
Xxxxxx and Apollo Management IV, L.P.
Notwithstanding the representation in the Original Letter Agreement that
Apollo Management IV, L.P. has agreed to acquire 235,000 shares of Convertible
Preferred Stock of Renter's Choice, Inc. for $235 million, this letter serves to
confirm that Apollo Investment Fund IV, L.P. ("Apollo Investment Fund") and
Apollo Overseas Partners IV, L.P. ("Apollo Overseas Partners") (Apollo
Investment Fund and Apollo Overseas Partners being hereinafter collectively
referred to as the "Apollo Entities") have agreed to purchase from Renters
Choice, Inc. (the "Company") 134,414 shares of the Company's Series A Preferred
Stock for $134,414,000 and 115,586 shares of the Company's Series B Preferred
Stock for $115,586,000.
This Letter Agreement also confirms that instead of owning and being
entitled to vote 5,893,265 shares of the Company's Common Stock at the
forthcoming special meeting of the stockholders of the Company which will be
called for the purpose of authorizing and approving the conversion of the Series
B Preferred Stock to Series A Preferred Stock, the undersigned will own and be
entitled to vote such lesser amount as the undersigned shall retain following
the Company's acquisition of $25 million of Common Stock from the undersigned.
Except as modified above, the Original Letter Agreement remains in full
force and effect.
The foregoing accurately sets forth our agreement concerning the matters
set forth above.
___________________________
Xxxx X. Xxxxxx
Agreed and Accepted:
Apollo Management IV, L.P.
By: __________________________
Name:_________________________
Title:________________________
Date: August 5, 1998
