Exhibit 10.1

 

WAIVER, dated as of February 20, 2014 (this “Waiver”), to the Fourth Amended and Restated Credit Agreement, dated as of July 14, 2011 (as heretofore amended and as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Rent-A-Center, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

 

W I T N E S S E T H :

 

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;

 

WHEREAS, the Borrower intends, subject to approval by the Borrower’s board of directors, to declare on March 6, 2014 a cash dividend on the common stock of the Borrower, par value $0.01 per share (“Common Stock”), and to subsequently pay such dividend to the applicable holders of such Common Stock, in each case, in an aggregate amount not to exceed $15,000,000 (collectively, the “Dividend Payment”);

 

WHEREAS, in connection with the foregoing, the Borrower has requested that the Lenders waive compliance as set forth herein with the proviso set forth in Section 7.6(b) of the Credit Agreement; and

 

WHEREAS, in connection with the foregoing, the Lenders are willing to grant the waiver.

 

NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:

 

1.     Defined Terms.  Unless otherwise defined herein, capitalized terms used herein which are defined in the Credit Agreement are used herein as therein defined.

 

2.     Waiver.  Effective as of the Waiver Effective Date (as defined below), the Lenders party hereto (which constitute the Required Lenders) hereby waive compliance with the proviso set forth in Section 7.6(b) of the Credit Agreement solely in connection with the Dividend Payment (it being understood and agreed that the amount of such Dividend Payment paid to the applicable holders of the Common Stock shall be included in determining compliance with any Restricted Payment that is made (a) at any time after the Dividend Payment is so paid and (b) pursuant to the proviso set forth in Section 7.6(b) of the Credit Agreement).

 

3.     Representations and Warranties.  The Borrower hereby represents that as of the Waiver Effective Date (a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be true and correct in all material respects only as of such specified date), and (b) no Default or Event of Default has occurred and is continuing, in each case, after giving effect to the waiver contemplated herein.

 

4.     Effectiveness of Waiver.  The waiver provided in Section 2 above shall become effective on and as of the date (such date the “Waiver Effective Date”) that the Administrative Agent shall have received 

 











 

counterparts to this Waiver duly executed by the Borrower, the Administrative Agent, and the Required Lenders.

 

5.     Expenses.  The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Waiver, including, without limitation, the reasonable fees and disbursements of one outside counsel to the Administrative Agent.

 

6.     Effect.  Except as expressly waived hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended, unmodified and not waived and shall continue to be in full force and effect.  The Borrower and the other parties hereto acknowledge and agree that this Waiver shall constitute a Loan Document.  This Waiver shall not constitute an amendment or waiver of any provision of the Credit Agreement or any other Loan Document not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or any Agent.

 

7.     Counterparts.  This Waiver may be executed by one or more of the parties to this Waiver on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Waiver by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall be effective as delivery of a manually executed counterpart hereof

 

8.     GOVERNING LAW.  THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

 

	
 
    	
RENT-A-CENTER, INC.
    
	
 
    	
 
    
	
 
    	
By
    	
/s/   Mike Wilding
    
	
 
    	
Name:
    	
Mike   Wilding
    
	
 
    	
Title:
    	
Interim   Chief Financial Officer
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
JPMORGAN   CHASE BANK, N.A., as Administrative 
   Agent and Lender
    
	
 
    	
 
    
	
 
    	
By
    	
/s/   Greg T. Martin
    
	
 
    	
Name:
    	
Greg   T. Martin
    
	
 
    	
Title:
    	
Authorized   Officer
    


 

SIGNATURE PAGE TO THE WAIVER

 












 

	
 
    	
AMEGY   BANK NATIONAL ASSOCIATION, as 
    
	
 
    	
Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Daniel. L. Cox
    
	
 
    	
Name:
    	
Daniel.   L. Cox
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
BRANCH   BANKING AND TRUST COMPANY, as 
    
	
 
    	
Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Janet L. Wheeler
    
	
 
    	
Name:
    	
Janet   L. Wheeler
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
Bank   of America, N.A., as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   David McCauley
    
	
 
    	
Name:
    	
David   McCauley
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
BOKF, N.A. dba Bank of   Texas, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Amanda J. Austin
    
	
 
    	
Name:
    	
Amanda   J. Austin
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
Citibank,   N.A., as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   David C. Hauglid
    
	
 
    	
Name:
    	
David   C. Hauglid
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
COMPASS   BANK dba BBVA COMPASS, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Ramon Garcia
    
	
 
    	
Name:
    	
Ramon   Garcia
    
	
 
    	
Title:
    	
Director
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
Fifth   Third Bank, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Matthew Lewis
    
	
 
    	
Name:
    	
Matthew   Lewis
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
INTRUST   Bank, N.A., as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Roger G. Eastwood
    
	
 
    	
Name:
    	
Roger   G. Eastwood
    
	
 
    	
Title:
    	
Division   Director
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
ROYAL   BANK OF CANADA, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Jennifer Lee-You
    
	
 
    	
Name:
    	
Jennifer   Lee-You
    
	
 
    	
Title:
    	
Attorney   In Fact (New York)
    


 

SIGNATURE PAGE TO THE WAIVER

 











 

	
 
    	
Union Bank, N.A., as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Katie Cunningham
    
	
 
    	
Name:
    	
Katie   Cunningham
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE TO THE WAIVER