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) Mary Ann Talley, an individual ("Mrs.
Talley"), (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. Ernest Talley, an individual ("Talley"), (iv) Mark E.
Speese, an individual ("Speese"), 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, Talley and Speese 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 Mrs. Talley will acquire a
portion of the Shares from Talley and, from time to time, the Talley 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, Mrs. Talley
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, Mrs. Talley 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 Mrs. Talley 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 Mrs. Talley 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/ MARY ANN TALLEY
------------------------------------------------
Mary Ann Talley
RENT-A-CENTER, INC.
By: /s/ ROBERT D. DAVIS
-----------------------------------------
Name: Robert D. Davis
-----------------------------------------
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/ LARRY BERG
-----------------------------
Name: Larry Berg
-----------------------------
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/ LARRY BERG
-----------------------------
Name: Larry Berg
-----------------------------
Title: V.P.
-----------------------------
/s/ J. ERNEST TALLEY
------------------------------------------------
J. Ernest Talley
/s/ MARK E. SPEESE
------------------------------------------------
Mark E. Speese
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 Talley 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. Ernest
Talley, an individual ("Talley"), (iv) Mary Ann Talley, an individual ("Mrs.
Talley"), (v) Mark E. Speese, an individual ("Speese"), 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, Talley and Speese 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, Mrs. Talley 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 Mrs. Talley; and
WHEREAS, Talley 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, Talley and
Mrs. Talley covenant and agree that no Person other than Talley, Mrs. Talley,
Matthew Talley or Mark Talley 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.
TALLEY 1999 TRUST
By: /s/ J. ERNEST TALLEY
---------------------------------------------
J. Ernest Talley, as Trustee
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT D. DAVIS
------------------------------------------
Name: Robert D. Davis
------------------------------------------
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/ LARRY BERG
--------------------------------
Name: Larry Berg
--------------------------------
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/ LARRY BERG
--------------------------------
Name: Larry Berg
--------------------------------
Title: V.P.
--------------------------------
/s/ J. ERNEST TALLEY
-------------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
-------------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
-------------------------------------------------
Mark E. Speese
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) Talley Management, Inc., a Texas corporation
("Talley Management") and the general partner of Talley 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. Ernest Talley, an individual
("Talley"), (iv) Mary Ann Talley, an individual ("Mrs. Talley") (v) Mark E.
Speese, an individual ("Speese"), 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, Talley and Speese 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, Mrs. Talley has previously agreed to be bound by the terms of
the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Talley Management will
acquire a portion of the Shares from Talley and Mrs. Talley; and
WHEREAS, Talley and Mrs. Talley, as the sole stockholders, directors
and officers of Talley Management, will have sole dispositive and voting control
over all Shares held by Talley Management; and
WHEREAS, Talley 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, Talley
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, Talley
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 Talley 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 Talley 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, Talley, Mrs. Talley
and Talley Management covenant and agree that (A) no Person other than Talley,
Mrs. Talley, Matthew Talley or Mark Talley can or will have any direct or
indirect pecuniary, beneficial or voting interest in any Shares held by Talley
Management or the Partnership, including as a result of any liquidation,
dissolution or other distribution, (B) Talley will at all times control Talley
Management, and (C) no Person other than Talley, Mrs. Talley, Matthew Talley or
Mark Talley can or will own any direct or indirect pecuniary, beneficial or
voting interest in Talley 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.
TALLEY MANAGEMENT, INC.
a Texas corporation
By: /s/ J. ERNEST TALLEY
---------------------------------------------
Name: J. Ernest Talley
--------------------------------------------
Title: President
-------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT D. DAVIS
------------------------------------------
Name: Robert D. Davis
------------------------------------------
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/ LARRY BERG
--------------------------------
Name: Larry Berg
--------------------------------
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/ LARRY BERG
--------------------------------
Name: Larry Berg
--------------------------------
Title: V.P.
--------------------------------
/s/ J. ERNEST TALLEY
-------------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
-------------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
-------------------------------------------------
Mark E. Speese
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) Talley Partners, Ltd., a Texas limited
partnership (the "Partnership"), (ii) Talley Management, Inc., a Texas
corporation and the general partner of the Partnership ("Talley 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. Ernest Talley, an individual ("Talley"), (v) Mary Ann
Talley, an individual ("Mrs. Talley") (vi) Mark E. Speese, an individual
("Speese"), 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, Talley and Speese 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, Mrs. Talley and Talley 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 Talley, Mrs. Talley and Talley 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, Talley, Mrs. Talley, Talley
13
Management and the Partnership covenant and agree that (A) no Person other than
Talley, Mrs. Talley, Matthew Talley, Mark Talley and Talley 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) Talley will at all times control Talley
Management, and (C) no Person other than Talley, Mrs. Talley, Matthew Talley,
Mark Talley or Talley 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.
TALLEY MANAGEMENT, INC.
a Texas corporation
By: /s/ J. ERNEST TALLEY
---------------------------------
Name: J. Ernest Talley
---------------------------------
Title: President
---------------------------------
TALLEY PARTNERS, LTD.
a Texas limited partnership
By: Talley Management, Inc.
its General Partner
By: /s/ J. ERNEST TALLEY
------------------------
Name: J. Ernest Talley
------------------------
Title: President
------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT D. DAVIS
---------------------------------
Name: Robert D. Davis
---------------------------------
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/ LARRY BERG
---------------
Name: Larry Berg
---------------
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/ LARRY BERG
---------------------------
Name: Larry Berg
---------------------------
Title: V.P.
---------------------------
/s/ J. ERNEST TALLEY
--------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
--------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
--------------------------------------------
Mark E. Speese
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) Matthew Talley, an individual ("Matt
Talley"), (ii) Talley Partners, Ltd., a Texas limited partnership (the
"Partnership"), (iii) Talley Management, Inc., a Texas corporation ("Talley
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. Ernest
Talley, an individual ("Talley"), (vi) Mary Ann Talley, an individual ("Mrs.
Talley"), (vii) Mark E. Speese, an individual ("Speese"), 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, Talley and Speese 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, Mrs. Talley, Talley 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 Talley may, in the
future, acquire a portion of the Shares from Talley, Mrs. Talley 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 Talley
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, Matt Talley 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,
Mrs. Talley, the Partnership and Talley Management covenant and agree that no
Person other than Talley, Mrs. Talley, Matt Talley and Mark Talley 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 Matt
Talley 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/ MATTHEW TALLEY
---------------------------------------------
Matthew Talley
TALLEY PARTNERS, LTD.
a Texas Limited Partnership
By: Talley Management, Inc.
its General Partner
By: /s/ J. ERNEST TALLEY
------------------------------------
Name: J. Ernest Talley
----------------------------------
Title: President
---------------------------------
TALLEY MANAGEMENT, INC.
a Texas corporation
By: /s/ J. ERNEST TALLEY
-----------------------------------------
Name: J. Ernest Talley
---------------------------------------
Title: President
--------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT B. DAVIS
------------------------------------------
Name: Robert B. Davis
---------------------------------------
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/ LARRY BERG
-------------------------------
Name: Larry Berg
------------------------------
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/ LARRY BERG
-------------------------------
Name: Larry Berg
-----------------------------
Title: V.P.
----------------------------
/s/ J. ERNEST TALLEY
---------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
---------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
---------------------------------------------
Mark E. Speese
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 Matthew Talley Family Trust #1, a trust
organized under the laws of the State of Texas ("Matt Trust #1"), (ii) Matthew
Talley, an individual ("Matt Talley") and the trustee under Matt Trust #1, (iii)
Talley Partners, Ltd., a Texas limited partnership (the "Partnership"), (iv)
Talley Management, Inc., a Texas corporation ("Talley 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. Ernest Talley, an individual ("Talley"),
(vii) Mary Ann Talley, an individual ("Mrs. Talley"), (viii) Mark E. Speese, an
individual ("Speese"), 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, Talley and Speese 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, Mrs. Talley, Talley 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 Talley, Mrs.
Talley 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 Matt Talley, as trustee and beneficiary under Matt Trust #1,
hereby covenant and agree that no Person other than Matt Talley 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 Matt Talley 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.
MATTHEW TALLEY FAMILY
TRUST #1
a trust organized under the laws and the State of Texas
By: /s/ MATTHEW TALLEY
-------------------------------------------------
Matthew Talley, as trustee
/s/ MATTHEW TALLEY
-----------------------------------------------------
Matthew Talley
TALLEY PARTNERS, LTD.
a Texas Limited Partnership
By: Talley Management, Inc.
its General Partner
By: /s/ J. ERNEST TALLEY
----------------------------------------------
Name: J. Ernest Talley
--------------------------------------------
Title: President
-------------------------------------------
TALLEY MANAGEMENT, INC.
a Texas corporation
By: /s/ J. ERNEST TALLEY
-------------------------------------------------
Name: J. Ernest Talley
-----------------------------------------------
Title: President
----------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT D. DAVIS
-------------------------------------------------
Name: Robert D. Davis
-----------------------------------------------
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/ LARRY BERG
--------------------------------------
Name: Larry Berg
------------------------------------
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/ LARRY BERG
-----------------------------------------
Name: Larry Berg
---------------------------------------
Title: V.P.
--------------------------------------
/s/ J. ERNEST TALLEY
-------------------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
-------------------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
-------------------------------------------------------
Mark E. Speese
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 Matthew Talley Family Trust #2, a trust
organized under the laws of the State of Texas ("Matt Trust #2"), (ii) Matthew
Talley, an individual ("Matt Talley") and the trustee under Matt Trust #2, (iii)
Talley Partners, Ltd., a Texas limited partnership (the "Partnership"), (iv)
Talley Management, Inc., a Texas corporation ("Talley 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. Ernest Talley, an individual ("Talley"),
(vii) Mary Ann Talley, an individual ("Mrs. Talley"), (viii) Mark E. Speese, an
individual ("Speese"), 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, Talley and Speese 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, Mrs. Talley, Talley 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 Talley, Mrs.
Talley 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 Matt Talley, as trustee and beneficiary under Matt Trust #2,
hereby covenant and agree that no Person other than Matt Talley 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 Matt Talley 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.
MATTHEW TALLEY FAMILY
TRUST #2
a trust organized under the laws and the State of Texas
By: /s/ MATTHEW TALLEY
--------------------------------------------------
Matthew Talley, as trustee
/s/ MATTHEW TALLEY
------------------------------------------------------
Matthew Talley
TALLEY PARTNERS, LTD.
a Texas Limited Partnership
By: Talley Management, Inc.
its General Partner
By: /s/ J. ERNEST TALLEY
---------------------------------------------
Name: J. Ernest Talley
-------------------------------------------
Title: President
------------------------------------------
TALLEY MANAGEMENT, INC.
a Texas corporation
By: /s/ J. ERNEST TALLEY
--------------------------------------------------
Name: J. Ernest Talley
------------------------------------------------
Title: President
-----------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT B. DAVIS
--------------------------------------------------
Name: Robert B. Davis
------------------------------------------------
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/ LARRY BERG
---------------------------------------------
Name: Larry Berg
-------------------------------------------
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/ LARRY BERG
-------------------------------------
Name: Larry Berg
-----------------------------------
Title: VP
----------------------------------
/s/ J. ERNEST TALLEY
--------------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
--------------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
--------------------------------------------------
Mark E. Speese
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) Mark Talley, an individual ("Mark Talley"),
(ii) Talley Partners, Ltd., a Texas limited partnership (the "Partnership"),
(iii) Talley Management, Inc., a Texas corporation ("Talley 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. Ernest Talley, an individual ("Talley"),
(vi) Mary Ann Talley, an individual ("Mrs. Talley"), (vii) Mark E. Speese, an
individual ("Speese"), 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, Talley and Speese 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, Mrs. Talley, Talley Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Mark Talley may, in the
future, acquire a portion of the Shares from Talley, Mrs. Talley 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, Mark Talley
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, Mark Talley 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, Mark Talley, Talley,
Mrs. Talley, the Partnership and Talley Management covenant and agree that no
Person other than Talley, Mrs. Talley, Matt Talley and Mark Talley 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 Mark Talley 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/ MARK TALLEY
------------------------------------------------------
Mark Talley
TALLEY PARTNERS, LTD.
a Texas Limited Partnership
By: Talley Management, Inc.
its General Partner
By: /s/ J. ERNEST TALLEY
---------------------------------------------
Name: J. Ernest Talley
-------------------------------------------
Title: President
------------------------------------------
TALLEY MANAGEMENT, INC.
a Texas corporation
By: /s/ J. ERNEST TALLEY
--------------------------------------------------
Name: J. Ernest Talley
------------------------------------------------
Title: President
-----------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT B. DAVIS
---------------------------------------------
Name: Robert B. Davis
-------------------------------------------
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/ LARRY BERG
-----------------------------------
Name: Larry Berg
---------------------------------
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/ LARRY BERG
--------------------------------------
Name: Larry Berg
-----------------------------------
Title: V.P.
----------------------------------
/s/ J. ERNEST TALLEY
--------------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
--------------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
--------------------------------------------------
Mark E. Speese
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 Mark Andrew Talley Family Trust #1, a
trust organized under the laws of the State of Texas ("Mark Trust #1"), (ii)
Mark Andrew Talley, an individual ("Mark Talley") and the trustee under Mark
Trust #1, (iii) Talley Partners, Ltd., a Texas limited partnership (the
"Partnership"), (iv) Talley Management, Inc., a Texas corporation ("Talley
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. Ernest
Talley, an individual ("Talley"), (vii) Mary Ann Talley, an individual ("Mrs.
Talley"), (viii) Mark E. Speese, an individual ("Speese"), 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, Talley and Speese 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, Mrs. Talley, Talley Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Mark Trust #1 may, in the
future, acquire a direct or indirect interest in the Shares from Talley, Mrs.
Talley 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, Mark 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. Mark 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 Mark Trust #1 acquires. Furthermore,
Mark Trust #1 and Mark Talley, as trustee and beneficiary under Mark Trust #1,
hereby covenant and agree that no Person other than Mark Talley can or will (A)
be the trustee or beneficiary of Mark Trust #1 or (B) have any direct or
37
indirect pecuniary, beneficial or voting interest in Mark Trust #1 or any Shares
held by Mark 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 Mark Trust #1 or Mark Talley 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.
MARK ANDREW TALLEY FAMILY
TRUST #1
a trust organized under the laws and the State of Texas
By: /s/ MARK ANDREW TALLEY
---------------------------------------------------------
Mark Andrew Talley, as trustee
/s/ MARK ANDREW TALLEY
---------------------------------------------------------
Mark Andrew Talley
TALLEY PARTNERS, LTD.
a Texas Limited Partnership
By: Talley Management, Inc.
its General Partner
By: /s/ J. ERNEST TALLEY
---------------------------------------------------
Name: J. Ernest Talley
--------------------------------------------------
Title: President
-------------------------------------------------
TALLEY MANAGEMENT, INC.
a Texas corporation
By: /s/ J. ERNEST TALLEY
---------------------------------------------------------
Name: J. Ernest Talley
-------------------------------------------------------
Title: President
------------------------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT B. DAVIS
---------------------------------------------------------
Name: Robert B. Davis
-------------------------------------------------------
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/ LARRY BERG
------------------------------------------------
Name: Larry Berg
----------------------------------------------
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/ LARRY BERG
-------------------------------------
Name: Larry Berg
-----------------------------------
Title: V.P.
----------------------------------
/s/ J. ERNEST TALLEY
--------------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
--------------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
--------------------------------------------------
Mark E. Speese
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 Mark Andrew Talley Family Trust #2, a
trust organized under the laws of the State of Texas ("Mark Trust #2"), (ii)
Mark Andrew Talley, an individual ("Mark Talley") and the trustee under Mark
Trust #2, (iii) Talley Partners, Ltd., a Texas limited partnership (the
"Partnership"), (iv) Talley Management, Inc., a Texas corporation ("Talley
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. Ernest
Talley, an individual ("Talley"), (vii) Mary Ann Talley, an individual ("Mrs.
Talley"), (viii) Mark E. Speese, an individual ("Speese"), 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, Talley and Speese 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, Mrs. Talley, Talley Management and the Partnership have
previously agreed to be bound by the terms of the Stockholders Agreement; and
WHEREAS, it is currently contemplated that Mark Trust #2 may, in the
future, acquire a direct or indirect interest in the Shares from Talley, Mrs.
Talley 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, Mark 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. Mark 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 Mark
Trust #2 acquires. Furthermore, Mark Trust #2 and Mark Talley, as trustee and
beneficiary under Mark Trust #2, hereby covenant and agree that no Person other
than Mark Talley can or will (A) be the trustee or beneficiary of Mark Trust #2
or (B) have any direct or
42
indirect pecuniary, beneficial or voting interest in Mark Trust #2 or any
Shares held by Mark 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 Mark Trust #2 or Mark Talley 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.
MARK ANDREW TALLEY FAMILY
TRUST #2
a trust organized under the laws and the
State of Texas
By: /s/ MARK ANDREW TALLEY
----------------------------------------
Mark Andrew Talley, as trustee
/s/ MARK ANDREW TALLEY
--------------------------------------------
Mark Andrew Talley
TALLEY PARTNERS, LTD.
a Texas Limited Partnership
By: Talley Management, Inc.
its General Partner
By: /s/ J. ERNEST TALLEY
----------------------------------
Name: J. Ernest Talley
--------------------------------
Title: President
--------------------------------
TALLEY MANAGEMENT, INC.
a Texas corporation
By: /s/ J. ERNEST TALLEY
---------------------------------------
Name: J. Ernest Talley
--------------------------------------
Title: President
-------------------------------------
RENT-A-CENTER, INC.
a Delaware corporation
By: /s/ ROBERT D. DAVIS
---------------------------------------
Name: Robert D. Davis
--------------------------------------
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/ LARRY BERG
-----------------------------
Name: Larry Berg
---------------------------
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/ LARRY BERG
-----------------------------
Name: Larry Berg
---------------------------
Title: V.P.
--------------------------
/s/ J. ERNEST TALLEY
--------------------------------------------
J. Ernest Talley
/s/ MARY ANN TALLEY
--------------------------------------------
Mary Ann Talley
/s/ MARK E. SPEESE
--------------------------------------------
Mark E. Speese
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.