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EXHIBIT 10.5
FIRST AMENDMENT, dated as of May 8, 2001 (this "First
Amendment"), to the CREDIT AGREEMENT, dated as of August 5, 1998, as amended and
restated as of June 29, 2000 (the "Credit Agreement"), among RENT-A-CENTER, INC.
(the "Borrower"), the Lenders parties to the Credit Agreement, the Documentation
Agent and Syndication Agent named therein and THE CHASE MANHATTAN BANK, as
Administrative Agent (in such capacity, the "Administrative Agent"). Terms
defined in the Credit Agreement shall be used in this First Amendment with their
defined meanings unless otherwise defined herein.
WITNESSETH:
WHEREAS, the Borrower wishes to amend the Credit Agreement in
the manner set forth herein; and
WHEREAS, each of the parties hereto is willing to enter into
this First Amendment on the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION I. AMENDMENTS TO CREDIT AGREEMENT.
1. Section 1.1--Cash Equivalents. The definition of "Cash
Equivalents" contained in Section 1.1 of the Credit Agreement is hereby amended
by (i) changing the references to A-1 and P-1 in clause (c) to A-2 and P-2,
respectively, (ii) re-designating clause (g) as clause (h), (iii) changing the
reference to clause (f) in such re-designated clause (h) to a reference to
clause (g) and (iv) inserting a new clause (g) which shall read in its entirety
as follows:
"(g) short term investments (not exceeding 30 days) in loans made to
obligors having an investment grade rating from each of S&P and
Moody's"
2. Section 1.1--"Consolidated Fixed Charges". The definition
of "Consolidated Fixed Charges" contained in Section 1.1 of the Credit Agreement
is hereby amended by adding to the end thereof the following new clause (d):
"and (d) cash dividend payments made during such period in respect of
the Preferred Stock"
3. Section 1.1--"Permitted Acquisition". The definition of
"Permitted Acquisition" contained in Section 1.1 of the Credit Agreement is
hereby amended by changing the amount "$70,000,000" contained in clause (g) to
the amount "$150,000,000".
4. Section 2.11(a). Section 2.11(a) of the Credit Agreement is
hereby amended by changing the percentage "50%" to the percentage "25%".
5. Section 6.11(a). Section 6.11(a) of the Credit Agreement is
hereby amended by inserting, after the amount "$20,000,000", the parenthetical
"(other than any such acquisition that, together with any related acquisition,
involves less than fifteen stores)".
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6. Section 7.6(c). Section 7.6(c) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"(c) so long as no Default or Event of Default shall have occurred and
be continuing, the Borrower may declare and pay dividends on the
Preferred Stock on and after August 5, 2003"
7. Section 7.6(d). Section 7.6(d) of the Credit Agreement is
hereby amended by changing the amount "$25,000,000" to the amount "$50,000,000".
8. Section 7.7(a). Section 7.7(a) of the Credit Agreement is
hereby amended by changing the amount "$40,000,000" to the amount "$50,000,000".
9. Section 7.9(a). Section 7.9(a) of the Credit Agreement is
hereby amended by (i) deleting the words "expend up to $15,000,000 to" and (ii)
changing the amount "$25,000,000" to the amount "$50,000,000".
10. Section 7.9(c). Section 7.9(c) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"(c) amend, modify, waive or otherwise change, or consent or agree to
any amendment, modification, waiver or other change to, any of the
terms of the Preferred Stock if the effect thereof is to bring forward
the scheduled redemption date or increase the amount of any scheduled
redemption payment or increase the rate or bring forward any date for
payment of dividends thereon"
11. Section 8(k). Section 8(k) of the Credit Agreement is
hereby amended by replacing the words contained in clauses (iii) and (iv) with
the reference "[INTENTIONALLY OMITTED]".
SECTION II. MISCELLANEOUS.
1. No Change. Except as expressly provided herein, no term or
provision of the Credit Agreement shall be amended, modified or supplemented,
and each term and provision of the Credit Agreement shall remain in full force
and effect.
2. Effectiveness. This First Amendment shall become effective
as of the date hereof upon receipt by the Administrative Agent of (a)
counterparts hereof duly executed by the Borrower, (b) executed consent letters
authorizing the Administrative Agent to enter into this First Amendment from the
Required Lenders (provided that in the event that executed consent letters are
not received from the Required Prepayment Lenders, paragraph 4 of Section I
shall not become effective) and (c) for the account of each Lender that has
submitted an executed consent letter to the Administrative Agent (or its
counsel) by 5:00 p.m., New York City time, on May 8, 2001, an amendment fee
equal to 0.10% of each such Lender's Revolving Commitment and/or Term Loans.
A Fee will not be paid to any of the Lenders unless the requested amendments are
approved by the Required Lenders.
3. Counterparts. This First Amendment may be executed by the
parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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4. Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered as of the day and year first above
written.
RENT-A-CENTER, INC.
By: /s/ ROBERT D. DAVIS
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Name: Robert D. Davis
Title: Senior Vice Presdient-Finance,
Chief Financial Officer and
Treasurer
THE CHASE MANHATTAN BANK,
as Administrative Agent
By: /s/ ALAN K. KING
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Name: Alan K. King
Title: Vice President