exv10w1






Exhibit 10.1


Execution Copy

 





FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


among


RENT-A-CENTER, INC.,




as Borrower,


The Several Lenders from Time to Time Parties Hereto,



BANK OF AMERICA, N.A., COMPASS BANK and WELLS FARGO BANK, N.A.,

as Syndication Agents,



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



Dated as of May 28, 2003,

as Amended and Restated as of July 14, 2011



J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED, BBVA SECURITIES INC. and WELLS FARGO SECURITIES, LLC,



as Joint Lead Arrangers and Joint Bookrunners



 




 









 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	1.1. Defined Terms
	 	 	1	 
	1.2. Other Definitional Provisions
	 	 	25	 
	 
	 	 	 	 
	SECTION 2. AMOUNT AND TERMS OF FACILITIES
	 	 	26	 
	 
	 	 	 	 
	2.1. Term Commitments; Term Loans; Incremental Term Loans
	 	 	26	 
	2.2. Revolving Commitments; Revolving Loans; Incremental Revolving Loans
	 	 	27	 
	2.3. Swingline Commitment
	 	 	27	 
	2.4. Procedure for Term Loan Borrowing
	 	 	28	 
	2.5. Procedure for Revolving Loan Borrowing
	 	 	28	 
	2.6. Procedure for Swingline Borrowing; Refunding of Swingline Loans
	 	 	29	 
	2.7. Repayment of Loans
	 	 	30	 
	2.8. Commitment Fees, Etc
	 	 	31	 
	2.9. Termination or Reduction of Commitments
	 	 	31	 
	2.10. Optional Prepayments
	 	 	31	 
	2.11. Mandatory Prepayments
	 	 	31	 
	2.12. Conversion and Continuation Options
	 	 	32	 
	2.13. Limitations on Eurodollar Tranches
	 	 	33	 
	2.14. Interest Rates and Payment Dates
	 	 	33	 
	2.15. Computation of Interest and Fees
	 	 	33	 
	2.16. Inability to Determine Interest Rate
	 	 	33	 
	2.17. Pro Rata Treatment and Payments
	 	 	34	 
	2.18. Requirements of Law
	 	 	35	 
	2.19. Taxes
	 	 	36	 
	2.20. Indemnity
	 	 	39	 
	2.21. Change of Lending Office
	 	 	40	 
	2.22. Replacement of Lenders
	 	 	40	 
	2.23. Illegality
	 	 	40	 
	2.24. Defaulting Lenders
	 	 	41	 
	 
	 	 	 	 
	SECTION 3. LETTERS OF CREDIT
	 	 	43	 
	 
	 	 	 	 
	3.1. LC Commitments
	 	 	43	 
	3.2. Procedure for Issuance of Letter of Credit
	 	 	44	 
	3.3. Fees and Other Charges
	 	 	44	 
	3.4. LC Participations
	 	 	44	 
	3.5. Reimbursement Obligation of the Borrower
	 	 	45	 
	3.6. Obligations Absolute
	 	 	46	 
	3.7. Letter of Credit Payments
	 	 	47	 
	3.8. Applications
	 	 	47	 
	 
	 	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES
	 	 	47	 
	 
	 	 	 	 
	4.1. Financial Condition
	 	 	47	 
	4.2. No Change
	 	 	47	 







i 









 





	 	 	 	 	 
	 	 	Page
	4.3. Existence; Compliance with Law
	 	 	47	 
	4.4. Power; Authorization; Enforceable Obligations
	 	 	48	 
	4.5. No Legal Bar
	 	 	48	 
	4.6. Litigation
	 	 	48	 
	4.7. No Default
	 	 	48	 
	4.8. Ownership of Property; Liens
	 	 	48	 
	4.9. Intellectual Property
	 	 	48	 
	4.10. Taxes
	 	 	49	 
	4.11. Federal Regulations
	 	 	49	 
	4.12. Labor Matters
	 	 	49	 
	4.13. ERISA
	 	 	49	 
	4.14. Investment Company Act; Other Regulations
	 	 	50	 
	4.15. Subsidiaries
	 	 	50	 
	4.16. Use of Proceeds
	 	 	50	 
	4.17. Environmental Matters
	 	 	50	 
	4.18. Accuracy of Information, etc.
	 	 	51	 
	4.19. Security Documents
	 	 	51	 
	4.20. Solvency
	 	 	52	 
	4.21. Senior Indebtedness
	 	 	52	 
	4.22. Regulation H
	 	 	52	 
	4.23. Insurance
	 	 	52	 
	4.24. Lease Payments
	 	 	52	 
	 
	 	 	 	 
	SECTION 5. CONDITIONS PRECEDENT
	 	 	53	 
	 
	 	 	 	 
	5.1. Conditions to Effectiveness
	 	 	53	 
	5.2. Conditions to Each Extension of Credit
	 	 	53	 
	 
	 	 	 	 
	SECTION 6. AFFIRMATIVE COVENANTS
	 	 	54	 
	 
	 	 	 	 
	6.1. Financial Statements
	 	 	54	 
	6.2. Certificates; Other Information
	 	 	54	 
	6.3. Payment of Obligations
	 	 	55	 
	6.4. Maintenance of Existence; Compliance
	 	 	56	 
	6.5. Maintenance of Property; Insurance
	 	 	56	 
	6.6. Inspection of Property; Books and Records; Discussions
	 	 	56	 
	6.7. Notices
	 	 	56	 
	6.8. Environmental Laws
	 	 	57	 
	6.9. Additional Collateral, etc.
	 	 	57	 
	6.10. Permitted Acquisitions and Permitted Foreign Acquisitions
	 	 	59	 
	6.11. Further Assurances
	 	 	59	 
	6.12. Real Property Mortgages
	 	 	59	 
	 
	 	 	 	 
	SECTION 7. NEGATIVE COVENANTS
	 	 	60	 
	 
	 	 	 	 
	7.1. Financial Condition Covenants.
	 	 	60	 
	7.2. Indebtedness
	 	 	60	 
	7.3. Liens
	 	 	61	 
	7.4. Fundamental Changes
	 	 	62	 
	7.5. Disposition of Property
	 	 	63	 
	7.6. Restricted Payments
	 	 	64	 







ii 









 





	 	 	 	 	 
	 	 	Page
	7.7. Capital Expenditures
	 	 	65	 
	7.8. Investments
	 	 	65	 
	7.9. Payments and Modifications of Certain Debt Instruments and
Qualified Preferred Stock
	 	 	66	 
	7.10. Transactions with Affiliates
	 	 	67	 
	7.11. Sales/Leaseback Transactions
	 	 	67	 
	7.12. Changes in Fiscal Periods
	 	 	67	 
	7.13. Negative Pledge Clauses
	 	 	67	 
	7.14. Clauses Restricting Subsidiary Distributions
	 	 	67	 
	7.15. Lines of Business
	 	 	68	 
	 
	 	 	 	 
	SECTION 8. EVENTS OF DEFAULT
	 	 	68	 
	 
	 	 	 	 
	SECTION 9. THE AGENTS
	 	 	71	 
	 
	 	 	 	 
	9.1. Appointment
	 	 	71	 
	9.2. Delegation of Duties
	 	 	71	 
	9.3. Exculpatory Provisions
	 	 	71	 
	9.4. Reliance by Administrative Agent
	 	 	72	 
	9.5. Notice of Default
	 	 	72	 
	9.6. Non-Reliance on Agents and Other Lenders
	 	 	72	 
	9.7. Indemnification
	 	 	73	 
	9.8. Agent in Its Individual Capacity
	 	 	73	 
	9.9. Successor Administrative Agent
	 	 	73	 
	9.10. Authorization to Release Guarantees and Liens
	 	 	74	 
	9.11. Syndication Agents
	 	 	74	 
	 
	 	 	 	 
	SECTION 10. MISCELLANEOUS
	 	 	74	 
	 
	 	 	 	 
	10.1. Amendments and Waivers
	 	 	74	 
	10.2. Notices
	 	 	75	 
	10.3. No Waiver; Cumulative Remedies
	 	 	76	 
	10.4. Survival of Representations and Warranties
	 	 	77	 
	10.5. Payment of Expenses and Taxes
	 	 	77	 
	10.6. Successors and Assigns; Participations and Assignments
	 	 	78	 
	10.7. Adjustments; Setoff
	 	 	80	 
	10.8. Counterparts
	 	 	81	 
	10.9. Severability
	 	 	81	 
	10.10. Integration
	 	 	81	 
	10.11. GOVERNING LAW
	 	 	81	 
	10.12. Submission To Jurisdiction; Waivers
	 	 	81	 
	10.13. Acknowledgements
	 	 	82	 
	10.14. Confidentiality
	 	 	82	 
	10.15. WAIVERS OF JURY TRIAL
	 	 	82	 
	10.16. USA PATRIOT Act
	 	 	83	 
	10.17. No Novation, etc.
	 	 	83	 
	10.18. Waiver of Prior Notice of Prepayment Under Existing Credit Agreement
	 	 	83	 







iii 









 






	 	 	 

	ANNEX:
	 	 
	 
	 	 
	A

	 	Revolving Commitments and Term Commitments on the Restatement Effective Date
	 
	 	 
	SCHEDULES:
	 	 
	 
	 	 
	1.1

	 	Existing Letters of Credit
	4.6

	 	Litigation
	4.15

	 	Subsidiaries
	4.19(a)

	 	UCC and Other Filings / Jurisdictions and Offices
	4.19(b)

	 	Mortgaged Properties
	7.2(d)

	 	Existing Indebtedness
	7.3(f)

	 	Existing Liens
	7.14

	 	Existing Restrictions
	 
	 	 
	EXHIBITS:
	 	 
	 
	 	 
	A

	 	Guarantee and Collateral Agreement
	B

	 	Form of Compliance Certificate
	C

	 	Form of Closing Certificate
	D

	 	Form of Assignment and Assumption
	E-1

	 	Form of Increased Term Facility Activation Notice
	E-2

	 	Form of Increased Revolving Facility Activation Notice
	F

	 	Form of New Lender Supplement






iv 









 






          FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 28, 2003, as amended and
restated as of July 14, 2011, among RENT-A-CENTER, INC., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions or entities from time to
time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., COMPASS BANK and
WELLS FARGO BANK, N.A., as syndication agents (in such capacity, the “Syndication Agents”),
and JPMORGAN CHASE BANK, N.A., as administrative agent.




W I T N E S S E T H :




          WHEREAS, the Borrower entered into the Credit Agreement, dated as of May 28, 2003 (as amended,
restated or otherwise modified from time to time prior to the date hereof, the “Existing Credit
Agreement”), among the Borrower, the several banks and other financial institutions or entities
party thereto and the agents named therein;




          WHEREAS, the parties hereto have agreed to amend and restate the Existing Credit Agreement as
provided in this Agreement, which Agreement shall become effective upon the satisfaction of the
conditions precedent set forth in Section 5.1 hereof; and




          WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation
of the obligations and liabilities existing under the Existing Credit Agreement or evidence
repayment of any of such obligations and liabilities and that this Agreement amend and restate in
its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower
outstanding thereunder;




          NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree that
on the Restatement Effective Date (as defined below), the Existing Credit Agreement shall be
amended and restated in its entirety as follows:




SECTION 1. DEFINITIONS




          1.1. Defined Terms. As used in this Agreement, the terms listed in this Section 1.1
shall have the respective meanings set forth in this Section 1.1.




          “ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16
of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar Rate that would be
calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business
Day) in respect of a proposed Eurodollar Loan with a one-month Interest Period plus 1.0%.
Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or such
Eurodollar Rate shall be effective as of the opening of business on the effective day of such
change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively.




          “ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.




          “Administrative Agent”: JPMorgan Chase Bank, N.A., as the administrative agent for
the Lenders under this Agreement and the other Loan Documents, together with any of its successors.




          “Affiliate”: as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person. For purposes of this
definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10%
or more of the securities having ordinary voting power for the election of directors (or persons
performing similar functions) of such




 









 




Person or (b) direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.




          “Agents”: the collective reference to the Syndication Agents and the Administrative
Agent.




          “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to,
without duplication, the sum of (a) the aggregate then unpaid principal amount of such Lender’s
Term Loans and (b) the amount of such Lender’s Revolving Commitment then in effect or, if the
Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of
Credit then outstanding.




          “Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio
(expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate
Exposure of all Lenders at such time.




          “Agreement”: this Fourth Amended and Restated Credit Agreement, as amended,
supplemented, restated or otherwise modified from time to time.




          “Alternative Currency”: Canadian dollars, Mexican pesos and any other currency (other
than Dollars) agreed to by the Issuing Lender and the Borrower.




          “Alternative Currency LC Commitment”: $100,000,000.




          “Alternative Currency LC Exposure”: at any time, the sum of (a) the Dollar Equivalent
of the aggregate undrawn and unexpired amount (that is available for drawing) of all outstanding
Alternative Currency Letters of Credit at such time plus (b) the Dollar Equivalent of the
aggregate principal amount of all LC Disbursements in respect of Alternative Currency Letters of
Credit that have not yet been reimbursed at such time.




          “Alternative Currency Letter of Credit”: a Letter of Credit denominated in an
Alternative Currency.




          “Applicable Margin”: (a) with respect to the Revolving Loans, the Swingline Loans and
the Term Loans (other than Incremental Term Loans), the rate per annum set forth under the relevant
column heading below:




	 	 	 	 	 	 	 	 	 
	 	 	ABR	 	 	Eurodollar	 
	 	 	Loans	 	 	Loans	 
	Revolving Loans and Swingline Loans
	 	 	0.75	%	 	 	1.75	%
	Term Loans
	 	 	0.75	%	 	 	1.75	%





provided, that (i) on and after the first Adjustment Date occurring after the Restatement
Effective Date, the Applicable Margin with respect to such Term Loans, Revolving Loans and
Swingline Loans will be determined pursuant to the Applicable Pricing Grid and (ii) if the all-in
pricing of any Incremental Term Loan (as calculated by the Administrative Agent upon written notice
which shall provide sufficient detail to support such calculation (it being understood that any
such all-in pricing may take the form of original issue discount (“OID”) or upfront fees
(which shall be deemed to constitute like amounts of OID), with OID being equated to an interest
rate based on an assumed four-year life to maturity)) is greater than the pricing of any
outstanding Term Loans by more than 0.25% per annum, the Applicable Margin with






2 









 







respect to such Term Loans shall be increased concurrently with the funding of such Incremental
Term Loan such that such Applicable Margin is equal to the all-in pricing for such Incremental Term
Loan (calculated in the manner provided above) minus 0.25%; and




     (b) with respect to the Incremental Term Loans, such per annum rates as shall be agreed to by
the Borrower and the applicable Incremental Term Lenders as shown in the applicable Increased Term
Facility Activation Notice.



     “Applicable Pricing Grid”:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin	 	 	 	 	 	 	 
	 	 	for Eurodollar Term	 	 	Applicable Margin	 	 	 	 
	 	 	Loans and	 	 	for ABR Term Loans,	 	 	 	 
	Consolidated	 	Eurodollar	 	 	ABR Revolving Loans	 	 	 	 
	Leverage Ratio	 	Revolving Loans	 	 	and Swingline Loans	 	 	Commitment Fee Rate	 
	≥  2.5 to 1.0
	 	 	2.50	%	 	 	1.50	%	 	 	0.500	%
	<2.5 to 1.0 and ≥ 2.0 to 1.0
	 	 	2.25	%	 	 	1.25	%	 	 	0.450	%
	<2.0 to 1.0 and ≥
1.5 to 1.0
	 	 	2.00	%	 	 	1.00	%	 	 	0.400	%
	<1.5 to 1.0 and ≥ 1.0 to 1.0
	 	 	1.75	%	 	 	0.75	%	 	 	0.350	%
	<1.0 to 1.0
	 	 	1.50	%	 	 	0.50	%	 	 	0.300	%





Changes in the Applicable Margin or in the Commitment Fee Rate resulting from changes in the
Consolidated Leverage Ratio shall become effective on the date (the “Adjustment Date”) on
which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in
effect until the next change to be effected pursuant to this paragraph. If any financial
statements referred to above are not delivered within the time periods specified in Section 6.1,
then, until such financial statements are delivered, the Consolidated Leverage Ratio as at the end
of the fiscal period that would have been covered thereby shall for the purposes of this definition
be deemed to be greater than 2.5 to 1.0. In addition, at all times while an Event of Default shall
have occurred and be continuing, the Consolidated Leverage Ratio shall for the purposes of this
definition be deemed to be greater than 2.5 to 1.0. Each determination of the Consolidated
Leverage Ratio pursuant to this definition shall be made with respect to the period of four
consecutive fiscal quarters of the Borrower ending at the end of the period covered by the relevant
financial statements.




          “Application”: an application, in such form as the Issuing Lender may specify from
time to time, requesting the Issuing Lender to issue a Letter of Credit.




          “Approved Fund”: as defined in Section 10.6(b).




          “Asset Sale”: any Disposition of property or series of related Dispositions of
property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (f), (g), (h), (i)
or (j) of Section 7.5 and any Disposition of Cash Equivalents) that yields gross proceeds to the
Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of
non-cash proceeds consisting of notes or other debt securities and valued at fair market value in
the case of other non-cash proceeds) in excess of $5,000,000.




          “Assignee”: as defined in Section 10.6(b).







3 









 








          “Assignment and Assumption”: an Assignment and Assumption, substantially in the form
of Exhibit D.




          “Assumed Indebtedness”: Indebtedness assumed in connection with a Permitted
Acquisition or Permitted Foreign Acquisition; provided that (a) such Indebtedness is
outstanding at the time of such acquisition and was not incurred in connection therewith or in
contemplation thereof and (b) in the event that such Permitted Acquisition or Permitted Foreign
Acquisition constitutes an acquisition of property other than Capital Stock, such Indebtedness was
incurred in order to acquire or improve such property.




          “Attributable Indebtedness”: in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate implicit in such
transaction determined in accordance with GAAP) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale/Leaseback Transaction
(including any period for which such lease has been extended).




          “Available Revolving Commitment”: as to any Revolving Lender at any time, an amount
equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over
(b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in
calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such
Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount
of Swingline Loans then outstanding shall be deemed to be zero.




          “Bankruptcy Event”: with respect to any Person, such Person becomes the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the
Administrative Agent, has taken any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
provided, further, that such ownership interest does not result in or provide such Person with
immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such Governmental
Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.




          “Benefitted Lender”: as defined in Section 10.7(a).




          “Board”: the Board of Governors of the Federal Reserve System of the United States
(or any successor).




          “Borrower”: as defined in the preamble hereto.




          “Borrowing Date”: any Business Day specified by the Borrower as a date on which the
Borrower requests the relevant Lenders to make Loans hereunder.




          “Business”: as defined in Section 4.17(b).




          “Business Day”: a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to close, provided, that with
respect to notices





4 










 





and determinations in connection with, and payments of principal and interest on,
Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the
interbank eurodollar market.



          “Calculation Date”: two Business Days prior to the last Business Day of each calendar
quarter (or any other day selected by the Administrative Agent in its discretion); provided
that each date that is on or about the date of any issuance, drawdown, expiration or extension of
an Alternative Currency Letter of Credit shall also be a “Calculation Date” with respect to the
relevant Alternative Currency.


          “Capital Expenditures”: for any period, with respect to any Person, the aggregate of
all expenditures (other than those made pursuant to Permitted Acquisitions or Permitted Foreign
Acquisitions) by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a
capital lease) of fixed or capital assets or additions to equipment (including replacements,
capitalized repairs and improvements during such period but excluding merchandise inventory
acquired during such period) that should be capitalized under GAAP on a consolidated balance sheet
of such Person and its Subsidiaries.


          “Capital Expenditures (Expansion)”: for any period, with respect to any Person, any
Capital Expenditures made by such Person in connection with the opening of new stores to be
operated by such Person.


          “Capital Expenditures (Maintenance)”: for any period, with respect to any Person, any
Capital Expenditures which do not constitute Capital Expenditures (Expansion) of such Person.


          “Capital Lease Obligations”: as to any Person, the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes
of this Agreement, the amount of such obligations at any time shall be the capitalized amount
thereof at such time determined in accordance with GAAP.


          “Capital Stock”: any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation) and any and all warrants, rights or options to purchase any
of the foregoing.


          “Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank
deposits having maturities of six months or less from the date of acquisition issued by any Lender
or by any commercial bank organized under the laws of the United States or any state thereof having
combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-2 by Standard & Poor’s Ratings Services (“S&P”) or P-2 by Moody’s Investors
Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized
rating agency, if both of the two named rating agencies cease publishing ratings of commercial
paper issuers generally, and maturing within six months from the date of acquisition; (d)
repurchase obligations of any Lender or of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than 30 days, with respect to securities
issued or fully guaranteed or insured by the United States government; (e) securities with
maturities of one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any foreign government, the securities
of which state, commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may



5









 








be) are rated at least A by S&P or A by Moody’s; (f) securities with
maturities of six months or less from the date of acquisition backed by standby letters of credit
issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; (g) short term investments (not exceeding 35 days) in loans made to obligors having an
investment grade rating from each of S&P and Moody’s; (h) shares of money market mutual or similar
funds which invest exclusively in assets satisfying the requirements of clauses (a) through (g) of
this definition; or (i) investments by Foreign Subsidiaries in (A) bank accounts and cash
management facilities maintained at one of the three largest banks in the country in which such
Foreign Subsidiary maintains its chief executive office and (B) such investments as are comparable
to the cash equivalents described in clauses (a) through (h) above that are customary investments
for entities in such jurisdictions and that are consistent with the goal of preservation of capital
and prudent under the circumstances.



          “Code”: the Internal Revenue Code of 1986, as amended from time to time.


          “Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document. Notwithstanding anything
contained in this Agreement or any Security Document to the contrary, the term “Collateral” shall
not include (i) the Capital Stock of any non-first tier Foreign Subsidiary, or (ii) more than 65%
of the outstanding voting Capital Stock of any first tier Foreign Subsidiary.


          “Commitment”: as to any Lender, the sum of the Term Commitment and the Revolving
Commitment of such Lender.


          “Commitment Fee Rate”: 0.350% per annum; provided, that on and after the
first Adjustment Date occurring after the Restatement Effective Date, the Commitment Fee Rate will
be determined pursuant to the Applicable Pricing Grid.


          “Commonly Controlled Entity”: an entity, whether or not incorporated, that is under
common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group
that includes the Borrower and that is treated as a single employer under Section 414 of the Code.


          “Compliance Certificate”: a certificate duly executed by a Responsible Officer
substantially in the form of Exhibit B.


          “Confidential Information Memorandum”: the Confidential Information Memorandum dated
June 2011 and furnished to certain Lenders.


          “Consolidated EBITDA”: for any period, Consolidated Net Income for such period
plus, without duplication and to the extent reflected as a charge or reduction in the
statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions
and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation
(excluding depreciation of rental merchandise) and amortization expense, including, without
limitation, amortization of intangibles (including, but not limited to, goodwill) and organization
costs, (d) any extraordinary, unusual or non-recurring non-cash expenses or losses (including,
whether or not otherwise includable as a separate item in the statement of such Consolidated Net
Income for such period, non-cash losses on sales of assets outside of the ordinary course of
business) and (e) any other non-cash charges, and minus, to the extent included in the
statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any
extraordinary, unusual or non-recurring income or gains (including (i) whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income for such period,
gains on the sales of assets outside of the ordinary course of business and (ii) gains resulting
from below-



6









 








par purchases of Term Loans), (c) any other non-cash income earned outside the ordinary
course of business and (d) any cash payments made during such period in respect of items described
in the immediately preceding clause (d) or (e) above subsequent to the fiscal quarter in which the
relevant non-cash expenses, losses or charges were reflected as a charge in the statement of
Consolidated Net Income, all as determined on a consolidated basis. For the purposes of
calculating Consolidated EBITDA for any Reference Period pursuant to any determination of the
Consolidated Leverage Ratio, if during such Reference Period the Borrower or any Subsidiary shall
have made a Material Disposition or Material Acquisition, Consolidated EBITDA for such Reference
Period shall be calculated after giving pro forma effect thereto as if such
Material Disposition or Material Acquisition (including any indebtedness incurred or acquired in
connection therewith) occurred on the first day of such Reference Period. As used in this
definition, “Material Acquisition” means any acquisition of property or series of related
acquisitions of property that (a) constitutes assets comprising all or substantially all of an
operating unit of a business or constitutes all or substantially all of the common stock of a
Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess
of $15,000,000 (or such lesser amount as the Borrower may determine in its discretion); and
“Material Disposition” means any Disposition of property or series of related Dispositions of
property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of
$15,000,000 (or such lesser amount as the Borrower may determine in its discretion).
Notwithstanding anything to the contrary herein, if at any time the Permitted Non-Guarantor
Subsidiaries represent (1) more than 10% of the consolidated total assets of the Borrower and its
Subsidiaries as of the most recently ended fiscal quarter of the Borrower, (2) more than 10% of the
consolidated total revenues of the Borrower and its Subsidiaries for the four fiscal quarters of
the Borrower most recently ended, or (3) more than 10% of the Consolidated EBITDA of the Borrower
and its Subsidiaries for the four fiscal quarters of the Borrower most recently ended, in each case
as determined on a consolidated basis in conformity with GAAP consistently applied, then the
Consolidated EBITDA attributable to such Permitted Non-Guarantor Subsidiaries shall be disregarded
for purposes of calculating “Consolidated EBITDA” hereunder except to the extent actually
distributed to the Borrower or a Domestic Subsidiary that is not a Permitted Non-Guarantor
Subsidiary.



          “Consolidated Fixed Charge Coverage Ratio”: for any period, the ratio of (a) the sum
of Consolidated EBITDA for such period and, to the extent reducing Consolidated Net Income for such
period, Consolidated Lease Expense for such period, less the aggregate amount actually paid by the
Borrower and its Subsidiaries during such period on account of Capital Expenditures (Maintenance)
to (b) Consolidated Fixed Charges for such period.


          “Consolidated Fixed Charges”: for any period, the sum (without duplication) of (a)
Consolidated Interest Expense for such period, (b) Consolidated Lease Expense for such period, (c)
regular, scheduled payments made during such period on account of principal of Indebtedness of the
Borrower or any of its Subsidiaries (including scheduled principal payments in respect of the Term
Loans but excluding prepayments thereof) and (d) cash dividend payments made during such period in
respect of Capital Stock.


          “Consolidated Funded Debt”: at any date, the aggregate principal amount of all Funded
Debt (which, for purposes of the calculation of Consolidated Funded Debt, shall be deemed to
exclude any unfunded portion of the Letters of Credit) of the Borrower and its Subsidiaries at such
date, determined on a consolidated basis in accordance with GAAP.


          “Consolidated Interest Expense”: for any period, total cash interest expense
(including that attributable to Capital Lease Obligations), net of cash interest income, of the
Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the
Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers’ acceptance financing, commitment fees payable
pursuant to Section 2.8 and net



7









 








costs under Hedge Agreements in respect of such Indebtedness to the
extent such net costs are allocable to such period in accordance with GAAP).



          “Consolidated Lease Expense”: for any period, the aggregate amount of fixed and
contingent rentals payable by the Borrower and its Subsidiaries for such period with respect to
leases of real and personal property, determined on a consolidated basis in accordance with GAAP.


          “Consolidated Leverage Ratio”: as at the last day of any period, the ratio of (a)
Consolidated Funded Debt on such day to (b) Consolidated EBITDA for such period.


          “Consolidated Net Income”: for any period, the consolidated net income (or loss) of
the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP;
provided that there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with
the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a
Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by the Borrower or such
Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of
any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary is not at the time permitted by the terms of any
Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to
such Subsidiary.


          “Consolidated Net Income Amount”: at any date of determination, an amount equal to
cumulative Consolidated Net Income from July 1, 2011 through the last day of the most recent fiscal
quarter for which financial statements have been delivered pursuant to Section 6.1.


          “Consolidated Net Worth”: at any date, all amounts that would, in conformity with
GAAP, be included on a consolidated balance sheet of the Borrower and its Subsidiaries under
stockholders’ equity at such date.


          “Consolidated Senior Debt”: all Consolidated Funded Debt other than Subordinated
Debt.


          “Consolidated Senior Leverage Ratio”: as at the last day of any period, the ratio of
(a) Consolidated Senior Debt on such day to (b) Consolidated EBITDA for such period.


          “Consolidated Total Assets”: at any date, (a) all amounts that would, in conformity
with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated
balance sheet of the Borrower and its Subsidiaries at such date and (b) without duplication of
clause (a) above, the book value of all rental merchandise inventory of the Borrower and its
Subsidiaries at such date.


          “Continuing Directors”: the directors of the Borrower on the Restatement Effective
Date, and each other director of the Borrower, if, in each case, such other director’s election,
nomination for election or appointment to the board of directors of the Borrower is or was
recommended or approved by at least a majority of the directors then in office (or a duly
constituted committee thereof) either who were directors of the Borrower at the date of such
election, nomination or appointment or whose election, nomination or appointment was approved by a
majority of such directors.


          “Contractual Obligation”: as to any Person, any provision of any security issued by
such Person or of any agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.




8









 







          “Control Investment Affiliate”: as to any Person, any other Person that (a) directly
or indirectly, is in control of, is controlled by, or is under common control with, such Person and
(b) is organized by such Person primarily for the purpose of making equity or debt investments in
one or more companies. For purposes of this definition, “control” of a Person means the power,
directly or indirectly, to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.


          “Default”: any of the events specified in Section 8, whether or not any requirement
for the giving of notice, the lapse of time, or both, has been satisfied (including, in any event,
a “Default” under and as defined in the Senior Subordinated Note Indenture or the Senior Unsecured
Note Indenture).


          “Defaulting Lender”: any Lender, as reasonably determined by the
Administrative Agent and the Borrower, that (a) in the case of any Revolving Lender, has (i) failed
to fund any portion of its Revolving Loans or participations in Letters of Credit or Swingline
Loans within three Business Days of the date required to be funded by it hereunder, (ii) notified
the Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender or any Lender in
writing that it does not intend to comply with any of its funding obligations under this Agreement
or has made a public statement to the effect that it does not intend to comply with its funding
obligations under this Agreement or under other agreements in which it commits to extend credit,
(iii) failed, within three Business Days after request by the Administrative Agent, to confirm that
it will comply with the terms of this Agreement relating to its obligations to fund prospective
Revolving Loans and participations in then outstanding Letters of Credit and Swingline Loans or
(iv) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when due, unless the
subject of a good faith dispute, or (b) in the case of any Lender, has become (or whose Lender
Parent has become) the subject of a Bankruptcy Event.


          “Disposition”: with respect to any property, any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed
of” shall have correlative meanings; provided, however, that a “Disposition” shall not include the
non-exclusive license of intellectual property by a Subsidiary to another Subsidiary.


          “Disqualified Stock”: any Capital Stock or other ownership or profit interest of any
Loan Party that any Loan Party is or, upon the passage of time or the occurrence of any event, may
become obligated to redeem, purchase, retire, defease or otherwise make any payment in respect of
in consideration other than Capital Stock (other than Disqualified Stock).


          “Dollar Equivalent”: with respect to the amount of any currency at any date, the
equivalent in Dollars of such amount, calculated on the basis of the arithmetical mean of the buy
and sell spot rates of exchange of the Administrative Agent for such currency on the London market
at 11:00 a.m., London time, on or as of the most recent Calculation Date. Not later than 12:00
Noon, New York City time, on each Calculation Date, the Administrative Agent shall (a) determine
the exchange rate as of such Calculation Date to be used for calculating the Dollar Equivalent
amounts of each currency in which an Alternative Currency Letter of Credit or unreimbursed LC
Disbursement in respect thereof is denominated and (b) give notice thereof to the Borrower. The
exchange rates so determined shall become effective on the relevant Calculation Date and shall
remain effective until the next succeeding Calculation Date.


          “Dollars” and “$”: dollars in lawful currency of the United States.


          “Domestic Subsidiary”: any Subsidiary of the Borrower organized under the laws of any
jurisdiction within the United States, any State thereof or the District of Columbia.




9









 







          “Environmental Laws”: any and all foreign, Federal, state, local or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental
Authority or other Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the environment, as now
or may at any time hereafter be in effect.


          “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to
time.


          “Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the
aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including basic, supplemental, marginal and emergency reserves
under any regulations of the Board or other Governmental Authority having jurisdiction with respect
thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the
Federal Reserve System.


          “Eurodollar Base Rate”: with respect to each day during each Interest Period
pertaining to a Eurodollar Loan (other than any Eurodollar Loan having a seven-day Interest
Period), the rate per annum determined on the basis of the rate for deposits in Dollars for a
period equal to such Interest Period commencing on the first day of such Interest Period appearing
on the Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period, provided that if such rate does not appear on such page
(or otherwise on such screen) the “Eurodollar Base Rate” shall be determined by reference
to such other comparable publicly available service for displaying eurodollar rates as may be
selected by the Administrative Agent. If no such rate is available or if the Eurodollar Base Rate
is being determined in connection with any Eurodollar Loan having a seven-day Interest Period, such
rate shall be determined by reference to the rate at which the Administrative Agent is offered
Dollar deposits at or about 10:00 A.M., New York City time, two Business Days prior to the
beginning of such Interest Period in the interbank eurodollar market where its eurodollar and
foreign currency and exchange operations are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein.


          “Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the
Eurodollar Rate.


          “Eurodollar Rate”: with respect to each day during each Interest Period pertaining to
a Eurodollar Loan, a rate per annum determined for such day in accordance with the following
formula (rounded upward to the nearest 1/100th of 1%):



Eurodollar Base Rate

1.00 — Eurocurrency Reserve Requirements




          “Eurodollar Tranche”: the collective reference to Eurodollar Loans the then current
Interest Periods with respect to all of which begin on the same date and end on the same later date
(whether or not such Loans shall originally have been made on the same day).


          “Event of Default”: any of the events specified in Section 8, provided that
any requirement for the giving of notice, the lapse of time, or both, has been satisfied
(including, in any event, an “Event of Default” under and as defined in the Senior Subordinated
Note Indenture or the Senior Unsecured Note Indenture).




10









 







          “Existing Credit Agreement”: as defined in the recitals hereto.


          “Existing Letter of Credit”: each letter of credit issued under the Existing Credit
Agreement identified on Schedule 1.1 hereto that is outstanding on the Restatement Effective Date
and each renewal of such letter of credit, each of which shall be deemed, on and after the
Restatement Effective Date, to have been issued hereunder.


          “Facility”: the credit facility consisting of, as applicable, (a) the Term
Commitments and the Term Loans (the “Term Facility”) and (b) the Revolving Commitments and
the extensions of credit made thereunder (the “Revolving Facility”).


          “FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or
any amended or successor version that is substantively comparable and not materially more onerous
to comply with), and any regulations promulgated thereunder or official interpretations thereof.


          “Federal Funds Effective Rate”: for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it.


          “Foreign Subsidiary”: any Subsidiary of the Borrower that is not a Domestic
Subsidiary.


          “Funded Debt”: as to any Person, on any date, (a) all Indebtedness of such Person
that matures more than one year from the date of its creation or matures within one year from such
date but is renewable or extendible, at the option of such Person, to a date more than one year
from such date or arises under a revolving credit or similar agreement that obligates the lender or
lenders to extend credit during a period of more than one year from such date, including all
current maturities and current sinking fund payments in respect of such Indebtedness whether or not
required to be paid within one year from the date of its creation and, in the case of the Borrower,
Indebtedness in respect of the Loans and the Reimbursement Obligations (but excluding, in the case
of the Borrower, any Guarantee Obligations of the Borrower in respect of Indebtedness of
franchisees, to the extent permitted by Section 7.2(h)), minus (b) the aggregate amount of
cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Subsidiaries on
such date that is in excess of $25,000,000 and not subject to any Lien (other than pursuant to the
Loan Documents).


          “Funding Office”: the office of the Administrative Agent specified in Section 10.2 or
such other office as may be specified from time to time by the Administrative Agent as its funding
office by written notice to the Borrower and the Lenders.


          “GAAP”: generally accepted accounting principles in the United States as in effect
from time to time, except that for purposes of Section 7.1 and the calculations of the Consolidated
Leverage Ratio in respect of the Applicable Pricing Grid, GAAP shall be determined on the basis of
such principles in effect on the Restatement Effective Date and consistent with those used in the
preparation of the most recent audited financial statements referenced in Section 4.1. In the
event that any “Accounting Change” (as defined below) shall occur and such change results in a
change in the method of calculation of financial covenants, standards or terms in this Agreement,
then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend
such provisions of this Agreement so as to equitably reflect such Accounting
Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the
same after such Accounting Change as if such Accounting




11









 





 Change had not been made. Until such time
as such an amendment shall have been executed and delivered by the Borrower, the Administrative
Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement
shall continue to be calculated or construed as if such Accounting Change had not occurred.
“Accounting Change” refers to changes in accounting principles required by the promulgation
of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of
the American Institute of Certified Public Accountants or, if applicable, the SEC.



          “Governmental Authority”: any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).


          “Guarantee and Collateral Agreement”: the Amended and Restated Guarantee and
Collateral Agreement executed and delivered by the Borrower and each Subsidiary Guarantor,
substantially in the form of Exhibit A, as the same may be amended, supplemented or
otherwise modified from time to time.


          “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including any bank under any
letter of credit) to induce the creation of which the guaranteeing person has issued or incurred a
reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any
such primary obligation or (2) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation
or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss
in respect thereof; provided, however, that the term Guarantee Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary course of business.
The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of
which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall
be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as
determined by the Borrower in good faith.


          “Hedge Agreements”: all swaps, caps, collars or similar arrangements providing for
protection against fluctuations in interest rates (whether from floating to fixed or from fixed to
floating), currency exchange rates or commodities prices or the exchange of nominal interest
obligations, either generally or under specific contingencies.


          “Increased Facility Activation Date”: any Business Day on which any Lender shall
execute and deliver to the Administrative Agent, as applicable, (i) an Increased Term Facility
Activation Notice pursuant to Section 2.1(c) or (ii) an Increased Revolving Facility Activation
Notice pursuant to Section 2.2(b).




12









 







          “Increased Revolving Facility Activation Notice”: a notice substantially in the form
of Exhibit E-2.


          “Increased Revolving Facility Closing Date”: any Business Day designated as such in
an Increased Revolving Facility Activation Notice.


          “Increased Term Facility Activation Notice”: a notice substantially in the form of
Exhibit E-1.


          “Increased Term Facility Closing Date”: any Business Day designated as such in an
Increased Term Facility Activation Notice.


          “Incremental Lenders”: (a) on any Increased Facility Activation Date, the Lenders
signatory to the applicable Increased Term Facility Activation Notice or Increased Revolving
Facility Activation Notice and (b) thereafter, each Lender that is a holder of an Incremental Loan.


          “Incremental Loans”: Incremental Revolving Loans and Incremental Term Loans.


          “Incremental Revolving Loans”: as defined in Section 2.2(b).


          “Incremental Term Loans”: as defined in Section 2.1(c).


          “Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than current trade payables incurred in the ordinary course of
such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures
or other similar instruments, (d) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of default are
limited to repossession or sale of such property), (e) all Capital Lease Obligations of such
Person, (f) all obligations of such Person, contingent or otherwise, as an account party under
acceptance, letter of credit or similar facilities, (g) the liquidation value of all redeemable
preferred Capital Stock of such Person (other than any Qualified Preferred Stock) and all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise
acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of such Person in
respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all
obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the
holder of such obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including accounts and contract rights) owned by such Person, whether or not such
Person has assumed or become liable for the payment of such obligation; (j) all Attributable
Indebtedness of such Person and (k) for the purposes of Section 8(e) only, all obligations of such
Person in respect of Hedge Agreements (which, for purposes of such Section 8(e), will be deemed to
have an outstanding principal amount equal to the net amount which would be payable (or would
permit the counterparty thereto to cause to become payable) by the Borrower or Subsidiary party
thereto (including any net termination payment) upon the occurrence of any default, event or
condition specified in such Section 8(e)).


          “Insolvent”: with respect to any Multiemployer Plan, the condition that such
Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.


          “Insurance Subsidiary”: Legacy Insurance Co., Ltd., a Bermuda company and a Wholly
Owned Subsidiary of the Borrower formed for the sole purpose of writing insurance only for the
risks of the Borrower and its Subsidiaries.




13









 







          “Intellectual Property”: the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or
in equity for any infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.


          “Intellectual Property Security Agreement”: the Intellectual Property Security
Agreements between certain Loan Parties and the Administrative Agent, substantially in the form of
Exhibit B-1 to the Guarantee and Collateral Agreement.


          “Interest Payment Date”: (a) as to any ABR Loan, the last day of each March, June,
September and December to occur while such Loan is outstanding and the final maturity date of such
Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day
of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three
months, each day that is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any
Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment
made in respect thereof.


          “Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on
the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and
ending seven days (in the case of Revolving Loans only) or one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the
case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such Eurodollar Loan and ending seven days (in
the case of Revolving Loans only) or one, two, three or six months thereafter, as selected by the
Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior
to the last day of the then current Interest Period with respect thereto; provided that,
all of the foregoing provisions relating to Interest Periods are subject to the following:


     (i) if any Interest Period would otherwise end on a day that is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless the result of
such extension would be to carry such Interest Period into another calendar month in which
event such Interest Period shall end on the immediately preceding Business Day;


     (ii) the Borrower may not select an Interest Period for a particular Facility that would
extend beyond the final maturity date applicable thereto;


     (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of a calendar month; and


          (iv) the Borrower shall select Interest Periods so as not to require a payment or
prepayment of any Eurodollar Loan during an Interest Period for such Loan.



Notwithstanding the foregoing, clause (iii) above shall not apply to Eurodollar Loans having a
seven-day Interest Period.




          “Investments”: as defined in Section 7.8.



14









 




          “Issuing Lender”: JPMorgan Chase Bank, N.A. (or any of its Affiliates), in its
capacity as issuer of any Letter of Credit.


          “LC Disbursement”: as defined in Section 3.5(a).


          “LC Exposure”: with respect to any Revolving Lender, such Lender’s Revolving
Percentage of the LC Obligations then outstanding.


          “LC Fee Payment Date”: (a) each date that is three Business Days after the last day
of each March, June, September and December and (b) the last day of the Revolving Commitment
Period.


          “LC Obligations”: at any time, an amount equal to the sum of (a) the aggregate then
undrawn and unexpired amount available for drawing of the then outstanding Letters of Credit and
(b) the aggregate amount of LC Disbursements that have not then been reimbursed pursuant to Section
3.5. For purposes of computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section 1.2(f). For all
purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the
International Standby Practices 1998 published by the Institute of International Banking and Law
Practice (or such latest version thereof as may be in effect at the time of issuance), such Letter
of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.


          “LC Participants”: the collective reference to all Revolving Lenders (including the
Issuing Lender), as participants in each Letter of Credit.


          “Lender Parent”: with respect to any Lender, any Person as to which such Lender is,
directly or indirectly, a Subsidiary.


          “Lenders”: as defined in the preamble hereto and including the Issuing Lender and the
Swingline Lender.


          “Letters of Credit”: the letters of credit issued pursuant to Section 3.1, which
shall be deemed to include the Existing Letters of Credit.


          “Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing) or any purchase option, call
option, right of first refusal or similar right.


          “Loan”: any loan made by any Lender pursuant to this Agreement.


          “Loan Documents”: this Agreement, the Security Documents and the Notes.


          “Loan Parties”: the Borrower and each Subsidiary of the Borrower that is a party to a
Loan Document.


          “Majority Facility Lenders”: (a) with respect the Term Facility, the holders of more than
50% of the aggregate unpaid principal amount of the Term Loans outstanding under the Term Facility
and (b) with respect to the Revolving Facility, the holders of more than 50% of the Total Revolving






15












 






Extensions of
Credit (or, prior to any termination of the Revolving Commitments, the holders of more than 50% of
the Total Revolving Commitments) outstanding under such Facility.



          “Margin Capital Stock”: Capital Stock issued by the Borrower that (i) constitutes
“margin stock” within the meaning of such term under Regulation U as now or from time to time
hereafter in effect and (ii) would, taking into account all other “margin stock” (within the
meaning of such term under Regulation U as now or from time to time hereafter in effect) held by
the Borrower or any of its Subsidiaries, cause the value of all such “margin stock” to exceed 25%
of the value of all assets of the Borrower and its Subsidiaries that directly or indirectly secure
(within the meaning of Regulation U) the Obligations.




          “Material Adverse Effect”: a material adverse effect on (a) the business, property,
operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a
whole, (b) the validity or enforceability of this Agreement or any of the other Loan Documents or
the rights or remedies of the Administrative Agent or the Secured Parties hereunder or thereunder
or (c) the validity, enforceability or priority of the Liens intended to be created by the Security
Documents taken as a whole.




          “Materials of Environmental Concern”: any gasoline or petroleum (including crude oil
or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or
wastes, defined or regulated as such in or under any Environmental Law, including asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.




          “Moody’s”: as defined in the definition of Cash Equivalents.




          “Mortgage”: any mortgage or deed of trust made by any Loan Party in favor of, or for
the benefit of, the Administrative Agent for the benefit of the Secured Parties, in form and
substance reasonably acceptable to the Administrative Agent.




          “Mortgaged Property”: any real property of any Loan Party as to which the
Administrative Agent for the benefit of the Secured Parties has been granted a Lien pursuant to any
Mortgage.




          “Multiemployer Plan”: a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA.




          “Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the
proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by
way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery
Event, net of reasonable attorneys’ fees, accountants’ fees, investment banking fees, amounts
required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted
hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any
Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in
connection therewith and net of taxes paid or reasonably estimated to be payable currently as a
result thereof (after taking into account any available tax credits or deductions and any tax
sharing arrangements) and (b) in connection with any issuance or sale of equity securities or debt
securities or instruments or the incurrence of loans, the cash proceeds received from such issuance
or incurrence, net of reasonable attorneys’ fees, investment banking fees, accountants’ fees,
underwriting discounts and commissions and other customary fees and expenses actually incurred in
connection therewith.







16









 








          “New Lender Supplement”: a supplement, substantially in the form of Exhibit
F, pursuant to which a New Term Lender or a New Revolving Lender, as applicable, becomes a
Lender hereunder.




          “New Revolving Lender”: as defined in Section 2.2(c).




          “New Term Lender”: as defined in Section 2.1(d).




          “Non-Excluded Taxes”: as defined in Section 2.19(a).




          “Non-U.S. Lender”: as defined in Section 2.19(d).




          “Notes”: the collective reference to any promissory note evidencing Loans.




          “Obligations”: the unpaid principal of and interest on (including interest accruing
after the maturity of the Loans and Reimbursement Obligations and interest accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) the Loans and all other obligations and liabilities of any
Loan Party to the Administrative Agent or to any Secured Party, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter incurred, which may
arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of
Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection
herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the
Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto)
or otherwise; provided, that (i) Obligations of the Borrower or any other Loan Party under any
Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only
to the extent that, and for so long as, the other Obligations are so secured and guaranteed, (ii)
any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall
not require the consent of holders of obligations under Specified Hedge Agreements and (iii) the
amount of secured Obligations under any Specified Hedge Agreements shall not exceed the net amount,
including any net termination payments, that would be required to be paid to the counterparty to
such Specified Hedge Agreement on the date of termination of such Specified Hedge Agreement.




          “Other Taxes”: any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.




          “Participant”: as defined in Section 10.6(c).




          “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A
of Title IV of ERISA (or any successor).




          “Permitted Acquisition”: any acquisition, consisting of a single transaction or a
series of related transactions, by the Borrower or any one or more of its Wholly Owned Subsidiary
Guarantors (or Subsidiaries who will concurrently with such acquisition become Wholly Owned
Subsidiary Guarantors) of all of the Capital Stock of, or all or a substantial part of the assets
of, or of a business, unit or division of, any Person organized under the laws of the United States
or any state thereof (or a business, unit or division of any Person organized under the laws of any
governmental instrumentality other than the United States or any state thereof, which business unit
or division operates entirely within the United





17









 







States) (such business, unit or division, the “Acquired Business”), provided
that (a) the consideration paid by the Borrower or such Subsidiary or Subsidiaries pursuant to such
acquisition shall be solely in a form referred to in clause (a), (b), (c) or (d) of the definition
of “Purchase Price” (or some combination thereof), (b) the requirements of Section 6.10 have been
satisfied with respect to such acquisition, (c) the Borrower shall be in compliance, on a
pro forma basis after giving effect to such acquisition, with the covenants
contained in Section 7.1, in each case recomputed as at the last day of the most recently ended
fiscal quarter of the Borrower as if such acquisition had occurred on the first day of each
relevant period for testing such compliance, (d) no Default or Event of Default shall have occurred
and be continuing, or would occur after giving effect to such acquisition, (e) all actions required
to be taken with respect to any acquired or newly formed Subsidiary or otherwise with respect to
the Acquired Business in such acquisition under Section 6.9 and 6.10 shall have been taken, (f) if
the pro forma Consolidated Leverage Ratio as of the last day of the most recent
fiscal quarter for which the relevant financial information is available is greater than 2.75 to
1.00, the aggregate Purchase Price in respect of such acquisition and all other Permitted
Acquisitions consummated during such fiscal year (including acquisitions made when this restriction
is not applicable) shall not exceed, in such fiscal year, the sum of (i) $150,000,000 and (ii) an
additional amount up to $50,000,000 to the extent not expended as Capital Expenditures (Expansion)
during such fiscal year pursuant to Section 7.7, and (g) any such acquisition shall have been
approved by the Board of Directors or such comparable governing body of the Person (or whose
business, unit or division is, as the case may be) being acquired.




          “Permitted Foreign Acquisition”: any acquisition, consisting of a single transaction
or a series of related transactions, by the Borrower or any one or more of its Wholly Owned
Subsidiary Guarantors (or Subsidiaries who will concurrently with such acquisition become Wholly
Owned Subsidiary Guarantors) or Foreign Subsidiaries (that are Wholly Owned Subsidiaries) of all of
the Capital Stock of, or all or a substantial part of the assets of, or of a business, unit or
division of, any Person organized under the laws of any governmental instrumentality other than the
United States or any state thereof (or a business, unit or division of any Person organized under
the laws of the United States or any state thereof, which business unit or division operates
entirely outside of the United States) (such business, unit or division, the “Acquired Foreign
Business”), provided that (a) the consideration paid by the Borrower or such Subsidiary
or Subsidiaries pursuant to such acquisition shall be solely in a form referred to in clause (a),
(b), (c) or (d) of the definition of “Purchase Price” (or some combination thereof), (b) the
requirements of Section 6.10 have been satisfied with respect to such acquisition, (c) the Borrower
shall be in compliance, on a pro forma basis after giving effect to such
acquisition, with the covenants contained in Section 7.1, in each case recomputed as at the last
day of the most recently ended fiscal quarter of the Borrower as if such acquisition had occurred
on the first day of each relevant period for testing such compliance, (d) no Default or Event of
Default shall have occurred and be continuing, or would occur after giving effect to such
acquisition, (e) all actions required to be taken with respect to any acquired or newly formed
Subsidiary or otherwise with respect to the Acquired Foreign Business in such acquisition under
Section 6.9 and 6.10 shall have been taken, (f) the aggregate Purchase Prices in respect of such
acquisition and all other Permitted Foreign Acquisitions consummated in accordance with this
Agreement shall not exceed $300,000,000 from and after the Restatement Effective Date through the
remaining term of this Agreement, and (g) any such acquisition shall have been approved by the
Board of Directors or such comparable governing body of the Person (or whose business, unit or
division is, as the case may be) being acquired.




“Permitted Investors”: the collective reference to the Speese Persons.



“Permitted Non-Guarantor Subsidiary”: as defined in Section 6.9(c).



18









 





          “Person”: an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.




          “Plan”: at a particular time, any employee benefit plan within the meaning of Section
3(3) of ERISA, other than a Multiemployer Plan, that is covered by ERISA, and in respect of which
the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069(b) of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.




          “Prime Rate”: the rate of interest per annum publicly announced from time to time by
JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the
Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank,
N.A. in connection with extensions of credit to debtors).




          “Projections”: as defined in Section 6.2(c).




          “Properties”: as defined in Section 4.17(a).




          “Purchase Price”: with respect to any Permitted Acquisition or Permitted Foreign
Acquisition, the sum (without duplication) of (a) the amount of cash paid by the Borrower and its
Subsidiaries in connection with such acquisition, (b) the value (as determined for purposes of such
acquisition in accordance with the applicable acquisition agreement) of all Capital Stock of the
Borrower issued or given as consideration in connection with such acquisition, (c) the Qualified
Net Cash Equity Proceeds applied to finance such acquisition and (d) the principal amount (or, if
less, the accreted value) at the time of such acquisition of all Assumed Indebtedness with respect
thereto.




          “Qualified Net Cash Equity Proceeds”: the Net Cash Proceeds of any offering of
Capital Stock of the Borrower, provided that (a) such offering was made in express
contemplation of a Permitted Acquisition or Permitted Foreign Acquisition, (b) such Capital Stock
is not mandatorily redeemable and (c) such Permitted Acquisition or Permitted Foreign Acquisition
is consummated within 90 days after receipt by the Borrower of such Net Cash Proceeds.




          “Qualified Preferred Stock”: any preferred stock of the Borrower that by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable or
exercisable) or upon the happening of any event does not (a) (i) mature or become mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (ii) become convertible or
exchangeable at the option of the holder thereof for Indebtedness or preferred stock that is not
Qualified Preferred Stock unless such conversion or exchange is subject, as a condition precedent
thereto, to the Borrower’s ability to incur Indebtedness hereunder in accordance with the terms
hereof, or (iii) become redeemable at the option of the holder thereof (other than as a result of a
change of control event), in whole or in part, in each case on or prior to the date that is one
year after the latest maturity date for Loans hereunder that is in effect on the date of issuance
of such preferred stock unless such redemption is subject, as a condition precedent thereto, to the
Borrower’s ability to make a Restricted Payment of like amount in accordance with the terms hereof,
(b) provide holders thereunder with any rights to any payments upon the occurrence of a “change of
control” event prior to the repayment of the Obligations under the Loan Documents unless such
payments would be permitted as Restricted Payments in accordance with the terms hereof, or (c)
require the payment of cash dividends or other cash distributions to the extent the payment thereof
would not be permitted at such time pursuant to this Agreement or any other agreement relating to
borrowed money of the Borrower or any of its Subsidiaries; provided that, immediately after
giving effect to the issuance of such preferred stock, the Borrower is in pro forma
compliance with Section 7.1 (with such compliance calculated as of the last day of the most recent
fiscal quarter for which the relevant financial information is available and





19









 







demonstrated in a written certificate delivered to the Administrative Agent prior to the
issuance of such preferred stock).




          “RAC East”: Rent-A-Center East, Inc., a Delaware corporation.




          “Recovery Event”: any settlement of or payment in respect of any property or casualty
insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its
Subsidiaries.




          “Reference Period”: with respect to any date, the period of four consecutive fiscal
quarters of the Borrower immediately preceding such date or, if such date is the last day of a
fiscal quarter, ending on such date.




          “Refunded Swingline Loans”: as defined in Section 2.6(b).




          “Refunding Date”: as defined in Section 2.6(c).




          “Register”: as defined in Section 10.6(b).




          “Regulation U”: Regulation U of the Board as in effect from time to time.




          “Reimbursement Obligation”: the obligation of the Borrower to reimburse the Issuing
Lender pursuant to Section 3.5 amounts paid under Letters of Credit.




          “Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate
Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith that
are not applied to prepay the Term Loans pursuant to Section 2.11(b) as a result of the delivery of
a Reinvestment Notice.




          “Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the
Borrower has delivered a Reinvestment Notice.




          “Reinvestment Notice”: a written notice executed by a Responsible Officer stating
that no Event of Default has occurred and is continuing and that the Borrower (directly or
indirectly through a Subsidiary of the Borrower other than a Specified Subsidiary (unless such
Specified Subsidiary was the recipient of such Net Cash Proceeds)) intends and expects to use all
or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire
assets useful in the businesses of the Borrower or any of its Subsidiaries.




          “Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the
Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant
Reinvestment Prepayment Date to acquire assets useful in the Borrower’s business.




          “Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier
of (a) the date occurring 12 months after such Reinvestment Event (or, in the case of a Recovery
Event with respect to owned real property, 36 months after such Recovery Event) and (b) the date on
which the Borrower (directly or indirectly through a Subsidiary of the Borrower) shall have
determined not to, or shall have otherwise ceased to, acquire assets useful in the Borrower’s
business with all or any portion of the relevant Reinvestment Deferred Amount.






20









 








          “Reorganization”: with respect to any Multiemployer Plan, the condition that such
plan is in reorganization within the meaning of Section 4241 of ERISA.




          “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty day notice period is waived under subsections .27, .28,
..29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.




          “Required Lenders”: at any time, the holders of more than 50% of the sum of (a) the
aggregate unpaid principal amount of the Term Loans then outstanding and (b) the Total Revolving
Commitments then in effect or, if the Revolving Commitments have been terminated, the Total
Revolving Extensions of Credit then outstanding.




          “Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws
or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.




          “Responsible Officer”: the chief executive officer, president, chief financial
officer or treasurer of the Borrower, but in any event, with respect to financial matters, the
chief financial officer or president of the Borrower.




          “Restatement Effective Date”: the date on which the conditions precedent set forth in
Section 5.1 shall have been satisfied, which date is July 14, 2011.




          “Restricted Payments”: as defined in Section 7.6.




          “Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to
make Revolving Loans and participate in Swingline Loans and Letters of Credit, in an aggregate
principal amount of such Loans and/or amount of such Letters of Credit (determined in accordance
with Section 1.2(f)) not to exceed the amount set forth under the heading “Revolving Commitment”
opposite such Lender’s name on Annex A, or, as the case may be, in the Assignment and Acceptance
pursuant to which such Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof. The aggregate amount of the Revolving Commitments as of the
Restatement Effective Date is $500,000,000. “Revolving Commitment Period”: the period
ending on the Revolving Scheduled Commitment Termination Date.




          “Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount
equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender
then outstanding, (b) such Lender’s LC Exposure then outstanding and (c) such Lender’s Swingline
Exposure then outstanding.




          “Revolving Lender”: each Lender that has a Revolving Commitment or that holds
Revolving Loans.




          “Revolving Loans”: as defined in Section 2.2.




          “Revolving Percentage”: as to any Revolving Lender at any time, the percentage which
such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any
time after the Revolving Commitments shall have expired or terminated, the percentage which the
aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding).






21









 








          “Revolving Scheduled Commitment Termination Date”: the date which is the fifth
anniversary of the Restatement Effective Date.




          “S&P”: as defined in the definition of Cash Equivalents.




          “Sale/Leaseback Transaction”: any arrangement providing for the leasing to the
Borrower or any Subsidiary of real or personal property that has been or is to be (a) sold or
transferred by the Borrower or any Subsidiary or (b) constructed or acquired by a third party in
anticipation of a program of leasing to the Borrower or any Subsidiary.




          “SEC”: the Securities and Exchange Commission, any successor thereto and any
analogous Governmental Authority.




          “SEC Reports”: as defined in Section 4.18(b).




          “Secured Parties”: collectively, the Joint Lead Arrangers, the Agents, the Lenders
and, with respect to any Specified Hedge Agreement, any affiliate of any Lender party thereto (or
any Person that was a Lender or an affiliate thereof when such Specified Hedge Agreement was
entered into) that has agreed to be bound by the provisions of Section 7.2 of the Guarantee and
Collateral Agreement as if it were a party thereto and by the provisions of Section 9 hereof as if
it were a Lender party hereto; provided that any counterparty to a Specified Hedge
Agreement that is not a Lender shall have no rights in connection with the management or release of
any Collateral or the obligations of any Guarantor under the Loan Documents.




          “Security Documents”: the collective reference to the Guarantee and Collateral
Agreement, the Mortgages, the Intellectual Property Security Agreement and all other security
documents delivered by a Loan Party to the Administrative Agent granting a Lien on any property of
any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.




          “Senior Subordinated Note Indenture”: the collective reference to each indenture, if
any, entered into by the Borrower or any of its Subsidiaries in connection with any issuance of
Senior Subordinated Notes, together with all instruments and other agreements entered into by the
Borrower or any of its Subsidiaries in connection therewith, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with Section 7.9.




          “Senior Subordinated Notes”: any subordinated notes of the Borrower issued after the
Restatement Effective Date pursuant to Section 7.2(f).




          “Senior Unsecured Note Indenture”: the collective reference to each indenture, if any,
entered into by the Borrower or any of its Subsidiaries in connection with any issuance of Senior
Unsecured Notes, together with all instruments and other agreements entered into by the Borrower or
any of its Subsidiaries in connection therewith, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with Section 7.9.




          “Senior Unsecured Notes”: any senior unsecured notes of the Borrower that (a) have no
scheduled principal payments prior to the date that is one year after the latest maturity date for
Loans hereunder that is in effect on the date of issuance of such senior unsecured notes and (b)
have terms (excluding the interest rate) no less favorable in any material respect to the Borrower
and its Subsidiaries (taken as a whole) and the Lenders (taken as a whole) than those applicable to
offerings of “high-yield” senior unsecured debt by similar issuers of similar debt at or about the
same time, as evidenced by written advice of the Borrower’s financial advisors of recognized
national standing. For avoidance of doubt,





22









 







senior unsecured notes of the Borrower shall only constitute “Senior Unsecured Notes” if any
one or more Subsidiaries of the Borrower has a Guarantee Obligation in respect thereof.




          “Single Employer Plan”: any Plan that is a defined benefit plan (as defined in
Section 3(35) of ERISA) that is covered by Title IV of ERISA.




          “Solvent”: when used with respect to any Person, means that, as of any date of
determination, (a) the amount of the “present fair saleable value” of the assets of such Person
will, as of such date, exceed the amount of all “liabilities of such Person, contingent or
otherwise”, as of such date, as such quoted terms are determined in accordance with applicable
federal and state laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater than the amount that
will be required to pay the liability of such Person on its debts as such debts become absolute and
matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct its business, and (d) the realization of the current assets of such Person in
the ordinary course of business will be sufficient for such Person to pay recurring current debt,
short-term debt and long-term debt service as such debts mature. For purposes of this definition,
(i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether
or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right to payment, whether
or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or
unmatured, disputed, undisputed, secured or unsecured.




          “Specified Change of Control”: a “Change of Control” or similar event (however
defined) as defined in any Senior Subordinated Note Indenture or Senior Unsecured Note Indenture.




          “Specified Hedge Agreement”: any Hedge Agreement (a) entered into by (i) the Borrower
or any of its Subsidiaries and (ii) any Lender or any affiliate thereof, or any Person that was a
Lender or an affiliate thereof when such Hedge Agreement was entered into as counterparty and (b)
which has been designated by such Lender and the Borrower, by notice to the Administrative Agent
not later than 90 days after the execution and delivery thereof by the Borrower or such Subsidiary,
as a Specified Hedge Agreement; provided that the designation of any Hedge Agreement as a
Specified Hedge Agreement shall not create in favor of any Lender or affiliate thereof that is a
party thereto any rights in connection with the management or release of any Collateral or of the
obligations of any Guarantor under the Guarantee and Collateral Agreement.




          “Specified Subsidiaries”: the collective reference to the Insurance Subsidiary, any
Foreign Subsidiary and any Permitted Non-Guarantor Subsidiary.




          “Speese Persons”: the collective reference to Mark E. Speese, any person having a
relationship with Mark E. Speese by blood, marriage or adoption not more remote than first cousin
and any trust established for the benefit of any such person.




          “Stock Payments”: as defined in Section 7.6(b).




          “Subordinated Debt”: any unsecured subordinated notes issued by the Borrower in a
transaction permitted by Section 7.2(f).




          “Subsidiary”: as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by reason of the
happening of a





23









 







contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the management of which is
otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.




          “Subsidiary Guarantor”: each Subsidiary of the Borrower other than the Specified
Subsidiaries.




          “Swingline Commitment”: the obligation of the Swingline Lender to make Swingline
Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to
exceed $35,000,000.




          “Swingline Exposure”: with respect to any Revolving Lender, such Lender’s Revolving
Percentage of the aggregate principal amount of Swingline Loans then outstanding.




          “Swingline Lender”: JPMorgan Chase Bank, N.A., in its capacity as the lender of
Swingline Loans.




          “Swingline Loans”: as defined in Section 2.3.




          “Swingline Participation Amount”: as defined in Section 2.6(c).




          “Syndication Agents”: as defined in the preamble hereto.




          “Taxes”: as defined in Section 2.19(a).




          “Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make a
Term Loan to the Borrower in a principal amount not to exceed the amount set forth under the
heading “Term Commitment” opposite such Lender’s name on Annex A. The aggregate amount of the Term
Commitments as of the Restatement Effective Date is $250,000,000.




          “Term Lenders”: each Lender that holds a Term Loan.




          “Term Loans”: as defined in Section 2.1(a).




          “Term Percentage”: as to any Term Lender at any time, the percentage which the
aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the
aggregate principal amount of the Term Loans then outstanding.




          “Total Revolving Commitments”: at any time, the aggregate amount of the Revolving
Commitments then in effect.




          “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the
Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.




          “Transferee”: any Assignee or Participant.




          “Type”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.






24









 








          “Uniform Customs”: the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from
time to time.




          “United States”: the United States of America.




          “U.S. Tax Compliance Certificate”: as defined in Section 2.19(d).




          “Voting Stock”: with respect to any Person, any class or series of Capital Stock of
such Person that is ordinarily entitled to vote in the election of directors thereof at a meeting
of stockholders called for such purpose, without the occurrence of any additional event or
contingency.




          “Wholly Owned Subsidiary”: as to any Person, any other Person all of the Capital
Stock of which (other than directors’ qualifying shares required by law) is owned by such Person
directly and/or through other Wholly Owned Subsidiaries.




          “Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a Wholly Owned
Subsidiary of the Borrower.




          “Withholding Agent”: any Loan Party and the Administrative Agent.




          1.2. Other Definitional Provisions. (a) Unless otherwise specified therein, all
terms defined in this Agreement shall have the defined meanings when used in the other Loan
Documents or any certificate or other document made or delivered pursuant hereto or thereto.





          (b) As used herein and in the other Loan Documents, and any certificate or other document
made or delivered pursuant hereto or thereto, (i) accounting terms relating to the Borrower and
its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1,
to the extent not defined, shall have the respective meanings given to them under GAAP (provided
that all terms of an accounting or financial nature used herein shall be construed, and all
computations of amounts and ratios referred to herein shall be made (i) without giving effect to
any election under Accounting Standards Codification 825-10-25 (previously referred to as
Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or
other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii)
without giving effect to any treatment of Indebtedness in respect of convertible debt
instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards
Codification or Financial Accounting Standard having a similar result or effect) to value any
such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness
shall at all times be valued at the full stated principal amount thereof), (ii) the words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume,
become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall
have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests
and contract rights, and (v) references to agreements or other Contractual Obligations shall,
unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as
amended, supplemented, restated or otherwise modified from time to time (subject to any
restrictions on such amendments, supplements, restatements or modifications set forth herein).




25












 






          (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless
otherwise specified.




          (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (e) Unless the context otherwise requires, all calculations of amounts relating to
Alternative Currency Letters of Credit shall be based on the Dollar Equivalent thereof.




          (f) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such time;
provided, however, that with respect to any Letter of Credit that by its terms
provides for one or more automatic increases or decreases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such maximum stated amount
is in effect at such time, or decreases.



SECTION 2. AMOUNT AND TERMS OF FACILITIES



          2.1. Term Commitments; Term Loans; Incremental Term Loans.



          (a)  Subject to the terms and conditions set forth herein, each Term Lender severally agrees
to make a term loan (together with the Incremental Term Loans defined below, the “Term
Loans”) to the Borrower on the Restatement Effective Date in an amount not to exceed the amount
of the Term Commitment of such Lender.




          (b) The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by
the Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.12.




          (c) The Borrower and any one or more Term Lenders may from time to time agree that such Term
Lenders shall increase the amount of their Term Loans (“Incremental Term Loans”) by
executing and delivering to the Administrative Agent an Increased Term Facility Activation Notice
specifying (i) the principal amount of such increase, (ii) the Increased Term Facility Closing
Date, (iii) the applicable maturity date for such Loans, (iv) the amortization schedule for such
Incremental Term Loans, which shall comply with the next succeeding sentence, and (v) the
Applicable Margin for such Incremental Term Loans. The amortization schedule for any Incremental
Term Loans shall be identical to or longer than, on a percentage basis, the then remaining
amortization schedule for the Term Loans. Other than with respect to the pricing, amortization and
final maturity date applicable thereto, the Incremental Term Loans shall otherwise have the same
terms as are applicable to the then outstanding Term Loans. Notwithstanding the foregoing, without
the consent of the Required Lenders, the aggregate amount of Incremental Term Loans plus
Incremental Revolving Commitments obtained pursuant to Section 2.2(b) shall not exceed
$250,000,000. No Term Lender shall have any obligation to participate in any increase described in
this paragraph unless it agrees to do so in its sole discretion.




          (d) Any additional bank, financial institution or other entity which, with the consent of the
Borrower and the Administrative Agent (which consent shall not be unreasonably withheld, delayed or
conditioned), elects to become a “Term Lender” under this Agreement in connection with any
transaction described in Section 2.1(c) shall execute a New Lender Supplement, whereupon such bank,
financial institution or other entity (a “New Term Lender”) shall become a Term Lender for
all purposes






26









 







and to the same extent as if originally a party hereto and shall be bound by and entitled to
the benefits of this Agreement.




          2.2. Revolving Commitments; Revolving Loans; Incremental Revolving Loans. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to
make revolving credit loans hereunder (together with the Incremental Revolving Loans defined below,
collectively, the “Revolving Loans”) to the Borrower from time to time during the Revolving
Commitment Period in an aggregate principal amount at any one time outstanding which, when added to
such Lender’s LC Exposure and Swingline Exposure, does not exceed the amount of such Lender’s
Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving
Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be
Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections 2.5 and 2.12.




          (b) The Borrower and any one or more Revolving Lenders may agree that each such Lender shall
increase the amount of its existing Revolving Commitment (the “Incremental Revolving
Commitment”) to make incremental revolving credit loans (the “Incremental Revolving
Loans”) by executing and delivering to the Administrative Agent an Increased Revolving Facility
Activation Notice specifying (i) the principal amount of such increase and (ii) the Increased
Revolving Facility Closing Date. Notwithstanding the foregoing, without the consent of the
Required Lenders, (i) the aggregate amount of Incremental Revolving Commitments obtained pursuant
to this paragraph plus Incremental Term Loans obtained pursuant to Section 2.1(c) shall not exceed
$250,000,000 and (ii) no more than three Increased Revolving Facility Closing Dates may be selected
by the Borrower during the term of this Agreement. No Lender shall have any obligation to
participate in any increase described in this paragraph unless it agrees to do so in its sole
discretion.




          (c) Any additional bank, financial institution or other entity which, with the consent of the
Borrower and the Administrative Agent (which consent shall not be unreasonably withheld, delayed or
conditioned), elects to become a “Revolving Lender” under this Agreement in connection with any
transaction described in Section 2.2(b) shall execute a New Lender Supplement, whereupon such bank,
financial institution or other entity (a “New Revolving Lender”) shall become a Revolving
Lender for all purposes and to the same extent as if originally a party hereto and shall be bound
by and entitled to the benefits of this Agreement.




          (d) For the purpose of providing that the respective amounts of Revolving Loans that are
Eurodollar Loans (and Eurodollar Tranches in respect thereof) held by the Revolving Lenders are
held by them on a pro rata basis according to their respective Revolving Percentages, on each
Increased Revolving Facility Closing Date (i) all outstanding Revolving Loans that are Eurodollar
Loans shall be converted into a single Revolving Loan that is a Eurodollar Loan (with an interest
period to be selected by the Borrower), and upon such conversion the Borrower shall pay any amounts
owing pursuant to Section 2.20, if any, (ii) any new borrowings on such date of Revolving Loans
that are Eurodollar Loans and that have the same Interest Period shall also be part of such single
Revolving Loan and (iii) all Revolving Lenders (including the New Revolving Lenders) shall hold a
portion of such single Revolving Loan equal to its Revolving Percentage thereof and any fundings on
such date shall be made in such a manner so as to achieve the foregoing.




          2.3. Swingline Commitment. Subject to the terms and conditions hereof, the Swingline
Lender agrees to make a portion of the credit otherwise available to the Borrower under the
Revolving Commitments from time to time during the Revolving Commitment Period by making swing line
loans (“Swingline Loans”) to the Borrower; provided that (a) the aggregate principal amount
of





27









 







Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in
effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the
Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment
then in effect) and (b) the Borrower shall not request, and the Swingline Lender shall not make,
any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate
amount of the Available Revolving Commitments would be less than zero. During the Revolving
Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR
Loans only.




          2.4. Procedure for Term Loan Borrowing. The Borrower shall give the Administrative
Agent irrevocable notice (a) which notice, in the case of Term Loans to be made on the Restatement
Effective Date, must be received by the Administrative Agent prior to 12:00 Noon, New York City
time, at least one Business Day prior to the anticipated Restatement Effective Date with respect to
ABR Loans and at least three Business Days prior to the anticipated Restatement Effective Date with
respect to Eurodollar Loans, requesting that the Term Lenders make Term Loans on the Restatement
Effective Date, or (b) in the case of Incremental Term Loans, which notice must be received by the
Administrative Agent prior to 12:00 Noon, New York City time, at least one Business Day prior to
the anticipated Increased Term Facility Closing Date for such Loans with respect to any such Loans
that are ABR Loans and at least three Business Days prior to such anticipated Increased Term
Facility Closing Date with respect to Eurodollar Loans, requesting that the relevant Term Lenders
make such Incremental Term Loans on the applicable Increased Term Facility Closing Date, and in
each case specifying the principal amount to be borrowed. Upon receipt of such notice the
Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon,
New York City time, on the Restatement Effective Date each relevant Term Lender shall make
available to the Administrative Agent at the Funding Office an amount in immediately available
funds equal to the Term Loan to be made by such Lender. The Administrative Agent shall make
available to the Borrower the aggregate of the amounts made available to the Administrative Agent
by the Term Lenders in like funds.




          2.5. Procedure for Revolving Loan Borrowing. (a) The Borrower may borrow under the
Revolving Commitments during the Revolving Commitment Period on any Business Day, provided
that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 12:00 Noon, New York City time, at least (a) three
Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one
Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying (i) the
principal amount and Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in
the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective
lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments
shall be in an amount equal to (x) in the case of ABR Loans, $2,000,000 or a whole multiple of
$500,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than
$2,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $3,000,000 or a whole
multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender may request, on
behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other
amounts pursuant to Section 2.6 and the Borrower may request borrowings under the Revolving
Commitments that are ABR Loans in other amounts pursuant to Section 3.5.




          (b) Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly
notify each relevant Lender thereof. Each relevant Lender will make the amount of its pro
rata share of each such borrowing available to the Administrative Agent for the account of
the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the Borrower by the Administrative Agent crediting the
account of the Borrower on the books





28









 







of such office with the aggregate of the amounts made available to the Administrative Agent by
the relevant Lenders and in like funds as received by the Administrative Agent or, if the borrowing
was made pursuant to Section 3.5, by paying the Issuing Bank the amounts funded by it with respect
to the Letter of Credit drawing which gave rise to such borrowing.




          2.6. Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) Whenever
the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline
Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be
received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed
Borrowing Date), specifying (i) the principal amount to be borrowed and (ii) the requested
Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each
borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole
multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the
Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make
available to the Administrative Agent at the Funding Office an amount in immediately available
funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The
Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on
such Borrowing Date by depositing such proceeds in the account of the Borrower with the
Administrative Agent on such Borrowing Date in immediately available funds.




          (b) The Swingline Lender, at any time and from time to time in its sole and absolute
discretion may (and, not later than 10 Business Days after the making of a Swingline Loan, shall)
on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its
behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New
York City time (with a copy of such notice being provided to the Borrower), request each Revolving
Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount
equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline
Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the
Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to
the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00
A.M., New York City time, one Business Day after the date of such notice. The proceeds of such
Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline
Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.
The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the
Administrative Agent (up to the amount available in each such account) in order to immediately pay
the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving
Lenders are not sufficient to repay in full such Refunded Swingline Loans (with notice of such
charge being provided to the Borrower, provided that the failure to give such notice shall
not affect the validity of such charge).




          (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section
2.6(b), one of the events described in Section 8(f) shall have occurred and be continuing with
respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its
sole discretion, Revolving Loans may not be made as contemplated by Section 2.6(b), each Revolving
Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred
to in Section 2.6(b) (the “Refunding Date”), purchase for cash an undivided participating
interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the
“Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage
times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding
that were to have been repaid with such Revolving Loans.






29









 








          (d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender
such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account
of the Swingline Loans, the Swingline Lender will distribute to such Revolving Lender its Swingline
Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Revolving Lender’s participating interest was outstanding and
funded and, in the case of principal and interest payments, to reflect such Revolving Lender’s
pro rata portion of such payment if such payment is not sufficient to pay the
principal of and interest on all Swingline Loans then due); provided, however, that
in the event that such payment received by the Swingline Lender is required to be returned, such
Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to
it by the Swingline Lender.




          (e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.6(b) and to
purchase participating interests pursuant to Section 2.6(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment,
defense or other right that such Revolving Lender or the Borrower may have against the Swingline
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 5; (iii) any adverse change in the condition (financial or
otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the
Borrower, any other Loan Party or any other Revolving Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.




          2.7. Repayment of Loans. (a) The Term Loans (other than Incremental Term Loans)
shall mature in quarterly installments in the respective amounts set forth below opposite the
applicable installment date (provided, that the aggregate amount of the final installment
shall in any event equal the aggregate then outstanding principal amount of such Term Loans):




	 	 	 	 	 
	Installment	 	Principal Amount
	September 30, 2011

	 	$	6,250,000	 
	December 31, 2011

	 	$	6,250,000	 
	March 31, 2012

	 	$	6,250,000	 
	June 30, 2012

	 	$	6,250,000	 
	September 30, 2012

	 	$	6,250,000	 
	December 31, 2012

	 	$	6,250,000	 
	March 31, 2013

	 	$	6,250,000	 
	June 30, 2013

	 	$	6,250,000	 
	September 30, 2013

	 	$	6,250,000	 
	December 31, 2013

	 	$	6,250,000	 
	March 31, 2014

	 	$	6,250,000	 
	June 30, 2014

	 	$	6,250,000	 
	September 30, 2014

	 	$	6,250,000	 
	December 31, 2014

	 	$	6,250,000	 
	March 31, 2015

	 	$	6,250,000	 
	June 30, 2015

	 	$	6,250,000	 
	September 30, 2015

	 	$	6,250,000	 
	December 31, 2015

	 	$	6,250,000	 
	March 31, 2016

	 	$	6,250,000	 
	July 14, 2016

	 	$	131,250,000	 






30









 






          (b) The Borrower shall repay all outstanding Revolving Loans and Swingline Loans on the
Revolving Scheduled Commitment Termination Date.




          (c) The Borrower shall repay all Incremental Term Loans in accordance with the applicable
Increased Term Facility Activation Notice and Section 2.1(c).




          2.8. Commitment Fees, Etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee accruing during the
Revolving Commitment Period, computed at a per annum rate equal to the Commitment Fee Rate on the
average daily amount of the Available Revolving Commitment of such Lender during the period for
which payment is made, payable in arrears on the last day of each March, June, September and
December and on the Revolving Scheduled Commitment Termination Date.




          (b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the
dates previously agreed to in writing by the Borrower and the Administrative Agent.




          2.9. Termination or Reduction of Commitments. The Borrower shall have the right, upon
not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving
Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that
no such termination or reduction of Revolving Commitments shall be permitted if, after giving
effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the
effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving
Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole
multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. The
aggregate amount of the unused Term Commitments shall terminate immediately upon the making of Term
Loans on the Restatement Effective Date.




          2.10. Optional Prepayments. Subject to Section 2.17, the Borrower may at any time and
from time to time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto
in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of ABR
Loans, which notice shall specify the date and amount of prepayment and, if applicable, whether the
prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on
any day other than the last day of the Interest Period applicable thereto, the Borrower shall also
pay any amounts owing pursuant to Section 2.20. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein, together with
(except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to
such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall
be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments
of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple
thereof.




          2.11. Mandatory Prepayments. (a) If any Indebtedness shall be incurred by the
Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section
7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such
incurrence toward the prepayment of the Term Loans.




          (b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds
from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in
respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within five
Business Days following such date toward the prepayment of the Term Loans; provided, that,
notwithstanding the





31









 







foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the
foregoing requirement pursuant to a Reinvestment Notice shall not exceed, in any fiscal year of the
Borrower, an amount equal to 5% of Consolidated Total Assets as of the last day of the Borrower’s
immediately preceding fiscal year, and (ii) on each Reinvestment Prepayment Date, an amount equal
to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be
applied toward the prepayment of the Term Loans; provided, further, that,
notwithstanding the foregoing, the Borrower shall not be required to prepay the Term Loans in
accordance with this paragraph (b) except to the extent that the Net Cash Proceeds from all Asset
Sales which have not been so applied equals or exceeds $20,000,000 in the aggregate.




          (c) If on any Calculation Date, the Total Revolving Extensions of Credit exceed 105% of the
Total Revolving Commitments or the Alternative Currency LC Exposure exceeds 105% of the Alternative
Currency LC Commitment, the Borrower shall, without notice or demand, within three Business Days
after such Calculation Date, prepay the Revolving Loans (or, if no Revolving Loans remain
outstanding, cash collateralize Letters of Credit in a manner satisfactory to the Administrative
Agent) in an aggregate amount such that, after giving effect thereto, the Total Revolving
Extensions of Credit do not exceed the Total Revolving Commitments and the Alternative Currency LC
Exposure does not exceed the Alternative Currency LC Commitment.




          (d) The application of any prepayment of Loans pursuant to this Section 2.11 shall be made,
first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans
under Section 2.11 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans)
shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and
shall in every case be without premium, charge or penalty on account of such prepayment except such
as would otherwise be due on account of a prepayment prior to the last day of an Interest Period.




          2.12. Conversion and Continuation Options. (a) The Borrower may elect from time to
time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two
Business Days’ prior irrevocable notice of such election, provided that, unless the Borrower pays
any amounts owing pursuant to Section 2.20(c), any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower may elect from time
to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three
Business Days’ prior irrevocable notice of such election (which notice shall specify the length of
the initial Interest Period therefor), provided that no ABR Loan under a particular
Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is
continuing and the Administrative Agent or the Majority Facility Lenders in respect of such
Facility have determined in its or their sole discretion not to permit such conversions. Upon
receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.




          (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the Borrower giving irrevocable notice to the
Administrative Agent, in accordance with the applicable provisions of the term “Interest Period”,
of the length of the next Interest Period to be applicable to such Loans, provided that no
Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in
respect of such Facility have determined in its or their sole discretion not to permit such
continuations, and provided, further, that if the Borrower shall fail to give any
required notice as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the
last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.






32









 








          2.13. Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions and continuations of Eurodollar Loans hereunder and all
selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, (a) after giving effect thereto, the aggregate principal amount of the
Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $3,000,000 or a whole
multiple of $1,000,000 in excess thereof and (b) no more than 15 Eurodollar Tranches shall be
outstanding at any one time.




          2.14. Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest
for each day during each Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin.




          (b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable
Margin.




          (c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation
shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all
outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a
rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this Section 2.14 plus 2% or (y) in the
case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility
plus 2% and (ii) if all or a portion of any interest payable on any Loan or Reimbursement
Obligation or any commitment fee, Letter of Credit fee or other amount payable hereunder shall not
be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under
the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate
to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility
plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such
non-payment until such amount is paid in full (after as well as before judgment).




          (d) Interest shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on
demand.




          2.15. Computation of Interest and Fees. (a) Interest and fees payable pursuant
hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that,
with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime
Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify
the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in
the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and
the relevant Lenders of the effective date and the amount of each such change in interest rate.




          (b) Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver
to the Borrower a statement showing the quotations used by the Administrative Agent in determining
any interest rate pursuant to Section 2.15(a).




          2.16. Inability to Determine Interest Rate. If prior to the first day of any Interest
Period:






33









 









     (a) the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar
Rate for such Interest Period, or




     (b) the Administrative Agent shall have received notice from the Majority Facility
Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period,


the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the
relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar
Loans under the relevant Facility requested to be made on the first day of such Interest Period
shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR
Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on
the last day of the then-current Interest Period, to ABR Loans. Until such notice has been
withdrawn by the Administrative Agent (which notice shall be so withdrawn, by giving telecopy or
telephonic notice thereof to the Borrower and the relevant Lenders, as soon as practicable after
the relevant circumstances have ceased to be applicable), no further Eurodollar Loans under the
relevant Facility shall be made or continued as such, nor shall the Borrower have the right to
convert Loans under the relevant Facility to Eurodollar Loans.




          2.17. Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the
Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction
of the Commitments shall be made pro rata according to the respective Term Percentages or Revolving
Percentages, as the case may be, of the relevant Lenders.




          (b) Each payment (including each prepayment) by the Borrower on account of principal of and
interest on the Term Loans shall be made pro rata according to the respective
outstanding principal amounts of the relevant Term Loans then held by the Term Lenders. The amount
of each principal prepayment of the Term Loans shall be applied to reduce the then remaining
installments of the Term Loans pro rata based upon the respective then remaining
principal amounts thereof; provided, that optional prepayments shall be allocated to the
installments of the Term Loans as directed by the Borrower. Amounts repaid or prepaid on account
of the Term Loans may not be reborrowed.




          (c) Each payment (including each prepayment) by the Borrower on account of principal of and
interest on the Revolving Loans shall be made pro rata to the Revolving Lenders
according to the respective outstanding principal amounts of the Revolving Loans then held by the
Revolving Lenders.




          (d) All payments (including prepayments) to be made by the Borrower hereunder, whether on
account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and
shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in
immediately available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than
payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended
to the next succeeding Business Day unless the result of such extension would be to extend such
payment into another calendar month, in which event





34









 







such payment shall be made on the immediately preceding Business Day. In the case of any
extension of any payment of principal pursuant to the preceding two sentences, interest thereon
shall be payable at the then applicable rate during such extension.




          (e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its share of such
borrowing available to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative Agent, and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If
such amount is not made available to the Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative Agent. A
certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share
of such borrowing is not made available to the Administrative Agent by such Lender within three
Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover
such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant
Facility, on demand, from the Borrower.




          (f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior
to the date of any payment being made hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment,
and the Administrative Agent may, but shall not be required to, in reliance upon such assumption,
make available to the Lenders their respective pro rata shares of a corresponding
amount. If such payment is not made to the Administrative Agent by the Borrower within three
Business Days of such required date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant to the preceding
sentence, such amount with interest thereon at the rate per annum equal to the daily average
Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the
Administrative Agent or any Lender against the Borrower.




          2.18. Requirements of Law. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance by any Lender with
any request or directive (whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the Restatement Effective Date:





     (i) shall subject any Lender or Issuing Lender to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made
by it, or change the basis of taxation of payments to such Lender or Issuing Lender in
respect thereof (except for (A) Non-Excluded Taxes or (B) the imposition of, or changes in
the rate of, Excluded Taxes);




     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory
loan or similar requirement against assets held by, deposits or other liabilities in or for
the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender that is not otherwise included in the determination
of the Eurodollar Rate hereunder; or




     (iii) shall impose on such Lender any other condition;




35











 




and the result of any of the foregoing is to increase the cost to such Lender or Issuing
Lender, by an amount that such Lender or Issuing Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans, issuing or participating in Letters of Credit, or
to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower
shall promptly pay such Lender or Issuing Lender, upon its demand, any additional amounts necessary
to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable.
If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this
paragraph, it shall promptly notify (no more frequently than quarterly) the Borrower (with a copy
to the Administrative Agent) of the event by reason of which it has become so entitled.




          (b) If any Lender shall have determined that the adoption of or any change in any Requirement
of Law regarding capital adequacy or in the interpretation or application thereof or compliance by
such Lender or any corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental Authority made
subsequent to the Restatement Effective Date shall have the effect of reducing the rate of return
on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or
under or in respect of any Letter of Credit to a level below that which such Lender or such
corporation could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, after submission by such
Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor
(which may be submitted no more frequently than quarterly), the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender for such reduction;
provided that the Borrower shall not be required to compensate a Lender pursuant to this
paragraph for any amounts incurred more than six months prior to the date that such Lender notifies
the Borrower of such Lender’s intention to claim compensation therefor; and provided
further that, if the circumstances giving rise to such claim have a retroactive effect,
then such six-month period shall be extended to include the period of such retroactive effect.




          (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines,
requirements and directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or by United States or
foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and
directives thereunder or issued in connection therewith or in implementation thereof, shall in each
case be deemed to be a change in the Requirement of Law, regardless of the date enacted, adopted,
issued or implemented.




          (d) In determining any additional amounts payable pursuant to this Section 2.18, each Lender
will act reasonably and in good faith and will use averaging and attribution methods which are
reasonable, provided that such Lender’s determination of compensation owing under this
Section 2.18 shall, absent manifest error, be final and conclusive and binding on all the parties
hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this
Section 2.18, shall give prompt written notice of such determination to the Borrower, which notice
shall show the basis for calculation of such additional amounts. The obligations of the Borrower
pursuant to this Section 2.18 shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.




          2.19. Taxes. (a) Except as otherwise required due to a Requirement of Law, all
payments made by or on behalf of any Loan Party under this Agreement or any other Loan Documents
shall be made free and clear of, and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority




36









 







(“Taxes”). If any Taxes, excluding, with respect to the Administrative Agent or
any Lender hereunder, (i) Taxes imposed on (or measured by) its net income or net profits (however
denominated) and franchise taxes imposed on it by the United States, by any state thereof or by the
jurisdiction (or any political subdivision thereof) under the laws of which it is organized or in
which its principal office is located (or, in the case of such Lender, in which its applicable
lending office is located) or as a result of a present or former connection between it and the
jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from it having
executed, delivered or performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document), (ii) any branch profits Taxes imposed by the United States
or any similar Tax imposed by any other jurisdiction described in clause (i) above, (iii) in the
case of a Lender, any (1) United States withholding Taxes resulting from any Requirement of Law in
effect on the date such Lender becomes a party to this Agreement (or designates a new lending
office), except to the extent that such Lender’s assignor (or such Lender) was entitled, at the
time of assignment (or designation of the new lending office), to receive additional amounts from
the Borrower with respect to such withholding Taxes pursuant to this paragraph, or (2) withholding
Taxes that are attributable to such Lender’s failure to comply with the requirements of paragraph
(d) of this Section, and (iv) any United States withholding Taxes imposed pursuant to FATCA (all
such excluded Taxes are “Excluded Taxes,” and all Taxes other than Excluded Taxes are
“Non-Excluded Taxes”), or Other Taxes are required to be withheld from any amounts payable
to the Administrative Agent or any Lender, as determined in good faith by the applicable
Withholding Agent, (x) such amounts shall be paid to the relevant Governmental Authority in
accordance with applicable law and (y) the amounts so payable to the Administrative Agent or such
Lender shall be increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts
payable hereunder or any other Loan Document at the rates or in the amounts specified in this
Agreement or any other Loan Document as if such withholding or deduction had not been made.




          (b) In addition, the Borrower shall pay any Other Taxes imposed on any Loan Party to the
relevant Governmental Authority in accordance with applicable law.




          (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as
possible thereafter the Borrower shall send to the Administrative Agent for its own account or for
the account of the relevant Lender, as the case may be, a certified copy of an original official
receipt received by the Borrower showing payment thereof, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. If
(i) the Borrower fails to remit to the Administrative Agent the required receipts or other
required documentary evidence required by the foregoing sentence or (ii) any Non-Excluded Taxes or
Other Taxes are payable or paid by the Administrative Agent or any Lender, the Borrower shall
indemnify, after written demand thereof, the Administrative Agent and the Lenders for such amounts
and any incremental taxes, interest or penalties that may become payable by the Administrative
Agent or any Lender with respect thereto.




          (d) Any Lender that is not a “United States person” as defined by section 7701(a)(30) of the
Code (a “Non-U.S. Lender”) and that is entitled to an exemption from or reduction of any
applicable withholding tax with respect to payments hereunder or under any other Loan Document
shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the
Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower
or the





37









 







Administrative Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. Notwithstanding anything to the contrary in the
preceding two sentences, in the case of any withholding Tax other than United States federal
withholding Tax, the completion, execution and submission of such forms shall not be required if in
the Non-U.S. Lender’s good faith judgment such completion, execution or submission would materially
prejudice the legal position of such Non-U.S. Lender.



Without limiting the generality of the foregoing, any Non-U.S. Lender shall, to the extent it is
legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S.
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of
the Borrower or the Administrative Agent, but only if such Non-U.S. Lender is legally entitled to
do so), whichever of the following is applicable:





          (i) in the case of any Non-U.S. Lender claiming eligibility for the benefits
of an income tax treaty to which the United States is a party, duly completed copies
of Internal Revenue Service Form W-8BEN (or any successor form),




          (ii) in the case of any Non-U.S. Lender claiming an exemption from United
States federal withholding tax because the payments hereunder are effectively
connected with a United States trade or business conducted by such Non-U.S. Lender,
duly completed copies of Internal Revenue Service Form W-8ECI (or any successor
form),




          (iii) in the case of a Non-U.S. Lender claiming the benefits of the exemption
for portfolio interest under section 881(c) of the Code, (x) a certificate to the
effect that (A) such Non-U.S. Lender is not (i) a “bank” within the meaning of
section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the Borrower
within the meaning of section 881(c)(3)(B) of the Code or (iii) a “controlled
foreign corporation” described in section 881(c)(3)(C) of the Code and (B) the
interest payment in question is not effectively connected with a United States trade
or business conducted by such Lender (a “U.S. Tax Compliance Certificate”)
and (y) duly completed copies of Internal Revenue Service Form W-8BEN (or any
successor form),




          (iv) to the extent a Non-U.S. Lender is not the beneficial owner (for example,
where the Non-U.S. Lender is a partnership or participating Lender granting a
typical participation), an Internal Revenue Service Form W-8IMY (or any successor
form), accompanied by an Internal Revenue Service Form W-8ECI (or any successor
form), W-8BEN (or any successor form), U.S. Tax Compliance Certificate, Internal
Revenue Service Form W-9 (or any successor form), and/or other certification
documents from each beneficial owner, as applicable, or




          (v) any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower or Administrative Agent to determine the
withholding or deduction required to be made.


Without limiting any of the foregoing, if a payment made to a Lender hereunder or under any other
Loan Document would be subject to United States withholding Taxes imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Withholding





38









 







Agent, at the time or times prescribed by law and at such time or times reasonably
requested by the Withholding Agent, such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its
obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s
obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such
payment under FATCA. Solely for purposes of this paragraph, “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.



Each Lender agrees (x) to promptly notify the Borrower and the Administrative Agent of any change
in circumstances which modify or render invalid any claimed exemption or reduction of withholding
Taxes with respect to payments hereunder or under any other Loan Document, and (y) that if any form
or certification previously delivered by it expires or becomes obsolete or inaccurate in any
respect, it shall promptly update such form or certification or promptly notify the Borrower and
the Administrative Agent in writing of its legal inability to do so and promptly deliver any such
other properly completed and executed form, certificate or documentation described in (i) through
(v) above in order to confirm or establish the entitlement of such Lender to an exemption from or a
reduction in withholding Taxes with respect to payments hereunder or under any other Loan Documents
if such Lender is legally entitled to do so.




          (e) Each Lender shall indemnify the Administrative Agent within 10 days after demand therefor,
for the full amount of any Taxes attributable to such Lender that are payable or paid by the
Administrative Agent, and reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by
the Administrative Agent shall be conclusive absent manifest error.




          (f) If any Lender determines in its sole discretion exercised in good faith that it has
received a refund of any Non-Excluded Taxes or Other Taxes paid or indemnified by the Borrower
under this Section 2.19, such Lender shall pay the amount of such refund to the Borrower within 15
days of the date it received such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section with respect to the Non-Excluded Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative
Agent or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the Borrower, upon the request
of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Borrower
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to
the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This paragraph shall not be construed
to require the Administrative Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrower or any other Person.




          (g) The agreements in this Section shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.




          2.20. Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender
harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a)
default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar
Loans after the Borrower has given a notice requesting the same in accordance with the provisions
of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from
Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this
Agreement





39









 







or (c) the making of a prepayment, or a conversion, of Eurodollar Loans on a day that is
not the last day of an Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of such Interest
Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued
to such Lender on such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant
to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.




          2.21. Change of Lending Office. Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of Section 2.18, 2.19(a) or 2.23 with respect to such Lender, it
will use reasonable efforts (subject to overall policy considerations of such Lender) to designate
another lending office for any Loans affected by such event with the object of avoiding the
consequences of such event; provided, that such designation is made on terms that, in the
sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic,
legal or regulatory disadvantage, and provided, further, that nothing in this
Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender
pursuant to Section 2.18, 2.19(a) or 2.23.




          2.22. Replacement of Lenders. The Borrower shall be permitted to replace with a
replacement financial institution any Lender that (a) requests reimbursement for amounts owing
pursuant to Section 2.18 or 2.19(a), (b) gives notice pursuant to Section 2.23 or (c) becomes a
Defaulting Lender; provided that (i) such replacement does not conflict with any Requirement of
Law, (ii) no Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) prior to any such replacement, such Lender shall have taken no action under
Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section
2.18 or 2.19(a) or the consequences of a notice delivered pursuant to Section 2.23, (iv) the
replacement financial institution shall purchase, at par, all Loans and other amounts owing to such
replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such
replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement
financial institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to
pay the registration and processing fee referred to therein), (viii) until such time as such
replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required
pursuant to Section 2.18 or 2.19(a), as the case may be, and (ix) any such replacement shall not be
deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender
shall have against the replaced Lender. Any such replacement with respect to a Defaulting Lender
may involve a partial replacement of the Loans and/or Commitments of such Defaulting Lender, as
determined by the Borrower with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld, delayed or conditioned).




          2.23. Illegality. Notwithstanding any other provision herein, if the adoption of or
any change in any Requirement of Law or in the interpretation or application thereof shall make it
unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a)
the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such
and convert ABR Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Loans
then





40









 







outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the
respective last days of the then current Interest Periods with respect to such Loans or within such
earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day
which is not the last day of the then current Interest Period with respect thereto, the Borrower
shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.20.




          2.24. Defaulting Lenders. Notwithstanding any provision of this Agreement to the
contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Revolving Lender is a Defaulting Lender:




          (a) commitment fees shall cease to accrue on the unfunded portion of the Revolving Commitment
of such Defaulting Lender pursuant to Section 2.8(a);




          (b) the Revolving Commitment and Revolving Extensions of Credit of such Defaulting Lender
shall not be included in determining whether all Lenders or the Required Lenders have taken or may
take any action hereunder (including any consent to any amendment or waiver pursuant to Section
10.1), provided that any waiver, amendment or modification requiring the consent of all Lenders or
each affected Lender which affects such Defaulting Lender differently than other affected Lenders
shall require the consent of such Defaulting Lender;




          (c) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a
Defaulting Lender then:





     (i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated
among the non-Defaulting Revolving Lenders in accordance with their respective Revolving
Percentages but only to the extent (x) the sum of all non-Defaulting Revolving Lenders’
Revolving Extensions of Credit does not exceed the total of all non-Defaulting Revolving
Lenders’ Revolving Commitments and (y) the conditions set forth in Section 5.2 are satisfied
at such time; and




     (ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall within one Business Day following notice by the
Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure (after
giving effect to any partial reallocation pursuant to clause (i) above) and (y) second, cash
collateralize 100% of such Defaulting Lender’s LC Exposure (after giving effect to any
partial reallocation pursuant to clause (i) above) in a manner reasonably satisfactory to
the Administrative Agent for so long as such LC Exposure is outstanding, the prepayment or
cash collateralization of which may be financed with proceeds of Revolving Loans or
Swingline Loans provided that the conditions precedent set forth in Section 5.2 are
satisfied at such time;




     (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant to Section 2.24(c), the Borrower shall not be required to pay any fees to
such Defaulting Lender pursuant to Section 3.3(a) with respect to such Defaulting Lender’s
LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;




     (iv) if the LC Exposure of the non-Defaulting Revolving Lenders is reallocated
pursuant to Section 2.24(c), then the fees payable to the Revolving Lenders pursuant to
Section 2.8(a) and 3.3(a) shall be adjusted in accordance with such non-Defaulting Revolving
Lenders’ Revolving Percentages; and



41









 






     (v) if any such Defaulting Lender’s LC Exposure is neither cash collateralized nor
reallocated pursuant to Section 2.24(c), then, without prejudice to any rights or remedies
of the Issuing Lender or any Lender hereunder, all letter of credit fees payable under
Section 3.3(a) with respect to such Defaulting Lender’s LC Exposure shall be payable to the
Issuing Lender until such LC Exposure is cash collateralized and/or reallocated;



          (d) the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing
Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is
reasonably satisfied that the related exposure will be 100% covered by the Revolving Commitments of
the non-Defaulting Revolving Lenders and/or cash collateral will be provided by the Borrower in
accordance with Section 2.24(c), and participating interests in any such newly issued or increased
Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Revolving
Lenders in a manner consistent with Section 2.24(c)(i) (and any such Defaulting Lenders shall not
participate therein); and




          (e) any amount payable to such Defaulting Lender hereunder (whether on account of principal,
interest, fees or otherwise and including any amount that would otherwise be payable to such
Defaulting Lender pursuant to Section 10.7 but excluding Section 2.22) shall, in lieu of being
distributed to such Defaulting Lender and without duplication, be retained by the Administrative
Agent in a segregated interest-bearing account reasonably satisfactory to the Administrative Agent
and the Borrower and, subject to any applicable requirements of law, be applied at such time or
times as may be determined by the Administrative Agent (i) first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to
the payment of any amounts owing by such Defaulting Lender to the Issuing Lender or Swingline
Lender hereunder, (iii) third, if so determined by the Administrative Agent or requested by an
Issuing Lender or Swingline Lender, held in such account as cash collateral for existing or (unless
such Defaulting Lender has no remaining unutilized Revolving Commitment) future funding obligations
of the Defaulting Lender in respect of any existing or (unless such Defaulting Lender has no
remaining unutilized Revolving Commitment) future participating interest in any Swingline Loan or
Letter of Credit, (iv) fourth, to the funding of any Revolving Loan in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as
determined by the Administrative Agent, (v) fifth, if so determined by the Administrative Agent and
the Borrower, unless such Defaulting Lender has no remaining unutilized Revolving Commitment, held
in such account as cash collateral for future funding obligations of the Defaulting Lender in
respect of any Revolving Loans under this Agreement, (vi) sixth, to the payment of any amounts
owing to the Issuing Lender or Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by the Issuing Lender or Swingline Lender against such Defaulting Lender as a
result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh,
to the payment of any amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement, and (viii) eighth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction, provided,
that, with respect to this clause (viii), if such payment is (x) a prepayment of the principal
amount of any Revolving Loans or Reimbursement Obligations in respect of LC Disbursements as to
which a Defaulting Lender has funded its participation obligations and (y) made at a time when the
conditions set forth in Section 5.2 are satisfied, such payment shall be applied solely to prepay
the Revolving Loans of, and Reimbursement Obligations owed to, all non-Defaulting Revolving Lenders
pro rata prior to being applied to the prepayment of any Revolving Loans of, or Reimbursement
Obligations owed to, any Defaulting Lender.




          (f) Upon not less than three Business Days’ prior notice to such Defaulting Lender and the
Administrative Agent (which the Administrative Agent will promptly provide to the Lenders, the
Issuing Lender and the Swingline Lender), the Borrower shall have the right to terminate the then
unused





42









 







Revolving Commitment of such Defaulting Lender, after taking into account the portion of such
Revolving Commitment, if any, which theretofore has been, or substantially contemporaneous
therewith is being, assigned pursuant to Section 2.22. In the event of any such termination,
future extensions of credit under the Revolving Facility shall be allocated to the non-Defaulting
Revolving Lenders in a manner that disregards the existence of any remaining Revolving Commitment
of such Defaulting Lender.




          In the event that the Administrative Agent, the Borrower, the Issuing Lender and the Swingline
Lender each agrees that any such Defaulting Lender has adequately remedied all matters that caused
such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders
shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date
such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than
Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Revolving Percentage.




          The provisions of this Agreement relating to funding, payment and other matters with respect
to the Revolving Facility may be adjusted by the Administrative Agent, in consultation with the
Borrower, to the extent necessary to give effect to the provisions of this Section 2.24. The
provisions of this Section 2.24 may not be amended, supplemented or modified without, in addition
to consents required by Section 10.1, the prior written consent of the Administrative Agent, the
Swingline Lender, the Issuing Lender and the Borrower.




SECTION 3. LETTERS OF CREDIT




          3.1. LC Commitments. (a) Subject to the terms and conditions hereof, the Issuing
Lender, in reliance on the agreements of the LC Participants set forth in this Section 3, agrees to
issue, on any Business Day, Letters of Credit for the account of the Borrower (including the
account of the Borrower acting on behalf of any of its Subsidiaries) in such form as may be
approved from time to time by the Issuing Lender; provided that the Issuing Lender shall
have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the
LC Obligations would exceed the Total Revolving Commitments or (ii) the aggregate amount of the
Available Revolving Commitments would be less than zero. It is understood that the Existing
Letters of Credit shall be deemed to constitute Letters of Credit hereunder. Each Letter of Credit
shall (i) be denominated in Dollars or (if and to the extent agreed in writing from time to time
between the Issuing Lender and the Borrower, and provided that no Alternative Currency Letter of
Credit shall be issued if, after giving effect thereto, the Alternative Currency LC Exposure shall
exceed the Alternative Currency LC Commitment) in one or more Alternative Currencies and (ii)
expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the
date that is five Business Days prior to the Revolving Scheduled Commitment Termination Date;
provided that any Letter of Credit with a one-year term may provide for the renewal thereof
for additional one-year periods (which shall in no event extend beyond the date referred to in
clause (y) above; provided, however, that the Administrative Agent and the Issuing
Lender may agree (such agreement not to be unreasonably withheld, delayed or conditioned) with
respect to any Letter of Credit that clause (y) above shall not be applicable to such extensions so
long as no later than the first date on which such Letter of Credit is permitted to extend beyond
the date set forth in clause (y), such Letter of Credit shall be either cash collateralized at 102%
of face value, or supported by a back-to-back letter of credit (in each case, in the relevant
currency) in form and substance reasonably satisfactory to the Administrative Agent and the Issuing
Lender).






43









 








          (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not
inconsistent therewith, the laws of the State of New York.




          (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit
hereunder if such issuance would conflict with, or cause the Issuing Lender or any LC Participant
to exceed any limits imposed by, any applicable Requirement of Law.




          3.2. Procedure for Issuance of Letter of Credit. The Borrower may from time to time
request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its
address for notices specified herein an Application therefor (and, with respect to Letters of
Credit, delivery of a copy of such Application to the Administrative Agent), completed to the
satisfaction of the Issuing Lender, and such other certificates, documents and other papers and
information as the Issuing Lender may reasonably request. Upon receipt of any Application, the
Issuing Lender will process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its customary procedures and
shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing
Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt
of the Application therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower (and, with respect to Letters
of Credit, to the Administrative Agent) promptly following the issuance thereof. The Issuing
Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to
the Lenders, notice of the issuance of each Letter of Credit (including the amount and stated
maturity thereof).




          3.3. Fees and Other Charges. (a) The Borrower will pay a Letter of Credit fee
calculated at a per annum rate equal to the Applicable Margin then in effect with respect to
Eurodollar Loans under the Revolving Facility and payable on the portion that is available for
drawing of the face amount of all outstanding Letters of Credit, shared ratably among the Revolving
Lenders and payable quarterly in arrears on each LC Fee Payment Date. In addition, the Borrower
shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the
undrawn and unexpired amount of each Letter of Credit that is available for drawing, payable
quarterly in arrears on each LC Fee Payment Date.




          (b) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender
for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender
in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of
Credit.




          3.4. LC Participations. (a) The Issuing Lender irrevocably agrees to grant and
hereby grants to each LC Participant, and, to induce the Issuing Lender to issue Letters of Credit
hereunder, each LC Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such LC
Participant’s own account and risk an undivided interest equal to such LC Participant’s Revolving
Percentage in the Issuing Lender’s obligations and rights under each Letter of Credit (including,
for the avoidance of doubt, any portion of an Existing Letter of Credit deemed to be a Letter of
Credit in accordance with Section 3.1 and as indicated on Schedule 1.1) issued hereunder and the
amount of each draft paid by the Issuing Lender thereunder. Each LC Participant unconditionally
and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit
for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms
of this Agreement, such LC Participant shall pay to the Administrative Agent for the account of the
Issuing Lender upon demand at the Administrative Agent’s address for notices





44









 







specified herein (and thereafter the
Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to such LC
Participant’s Revolving Percentage of the relevant LC Disbursement (or, in the case of an
Alternative Currency Letter of Credit, the Dollar Equivalent thereof), or any part thereof, that is
not so reimbursed.




          (b) If any amount required to be paid by any LC Participant to the Issuing Lender pursuant to
Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender
under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date
such payment is due, the Issuing Lender shall so notify the Administrative Agent, who shall
promptly notify the LC Participants, and each such LC Participant shall pay to the Administrative
Agent, for the account of the Issuing Lender, on demand (and thereafter the Administrative Agent
shall promptly pay to the Issuing Lender) an amount equal to the product of (i) such amount, times
(ii) the daily average Federal Funds Effective Rate during the period from and including the date
such payment is required to the date on which such payment is immediately available to the Issuing
Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such
period and the denominator of which is 360. If any such amount required to be paid by any LC
Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the
account of the Issuing Lender by such LC Participant within three Business Days after the date such
payment is due, the Administrative Agent on behalf of the Issuing Lender shall be entitled to
recover from such LC Participant, on demand, such amount with interest thereon calculated from such
due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate
of the Administrative Agent submitted on behalf of the Issuing Lender to any LC Participant with
respect to any amounts owing under this Section shall be conclusive in the absence of manifest
error.




          (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit
and has received from the Administrative Agent any LC Participant’s pro rata share
of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related
to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of
collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof,
the Issuing Lender will distribute to the Administrative Agent for the account of such LC
Participant (and thereafter the Administrative Agent will promptly distribute to such LC
Participant) its pro rata share thereof; provided, however, that in
the event that any such payment received by the Issuing Lender shall be required to be returned by
the Issuing Lender, such LC Participant shall return to the Administrative Agent for the account of
the Issuing Lender (and thereafter the Administrative Agent shall promptly return to the Issuing
Lender) the portion thereof previously distributed by the Issuing Lender.




          (d) Each LC Participant’s obligation to purchase participating interests pursuant to Section
3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including
(i) any setoff, counterclaim, recoupment, defense or other right that such LC Participant or the
Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure
to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the
condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other
Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.




          3.5. Reimbursement Obligation of the Borrower. (a) The Borrower agrees to
reimburse the Issuing Lender in accordance with this Section upon notification to the Borrower of
the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Lender
for the amount of (i) such draft so paid (an “LC Disbursement”) and (ii) any taxes, fees,
charges or other reasonable costs or expenses incurred by the Issuing Lender in connection with
such payment.





45












 





          (b) If the Borrower is notified as provided in the immediately preceding sentence by
2:00 P.M., New York City time, on any day, then the Borrower shall so reimburse the Issuing Lender
by 12:00 Noon, New York City time, on the next succeeding Business Day, and, if so notified after
2:00 P.M., New York City time, on any day, the Borrower shall so reimburse the Issuing Lender by
12:00 Noon, New York City time, on the second succeeding Business Day.




          (c) Each drawing under a Letter of Credit shall (unless an event of the type described in
Section 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the
procedures set forth in Section 3.4 for the funding of participations shall apply, and other than
an LC Disbursement in respect of an Alternative Currency Letter of Credit) constitute a request by
the Borrower to the Administrative Agent for a borrowing, in the amount of such drawing of ABR
Revolving Loans pursuant to Section 2.5 (or, at the option of the Administrative Agent and the
Swingline Lender in their sole discretion, a borrowing of Swingline Loans pursuant to Section 2.6).
The Borrowing Date with respect to any such borrowing shall be the first date on which a borrowing
of Revolving Loans (or, if applicable, Swingline Loans) could be made pursuant to Section 2.5 (or,
if applicable, Section 2.7) if the Administrative Agent had received a notice of such borrowing at
the time of such drawing under such Letter of Credit.




          (d) Each payment under this Section 3.5 shall be made to the Issuing Lender at its address for
notices specified herein in immediately available funds in (i) in the case of any Letter of Credit
which is not an Alternative Currency Letter of Credit, Dollars, and (ii) in the case of any
Alternative Currency Letter of Credit, the relevant Alternative Currency. Interest shall be
payable on any and all amounts remaining unpaid by the Borrower under this Section from the date
such amounts become payable (whether at stated maturity, by acceleration or otherwise) until
payment in full, at the rate set forth in (i) until the second Business Day following the date of
payment of the applicable drawing, Section 2.14(b) and (ii) thereafter, Section 2.14(c), in each
case payable on demand. If the Borrower’s reimbursement of, or obligation to reimburse, any
amounts in any Alternative Currency would subject the Administrative Agent, the Issuing Lender or
any Revolving Lender to any stamp duty, ad valorem charge or similar tax that would not be payable
if such reimbursement were made or required to be made in Dollars, the Borrower shall, at its
option, either (i) pay the amount of any such tax requested by the Administrative Agent, the
Issuing Lender or such Revolving Lender, as the case may be, or (ii) reimburse each LC Disbursement
made in such Alternative Currency in Dollars, in an amount equal to the Dollar Equivalent of such
LC Disbursement. If the Borrower fails to reimburse the Issuing Lender for the amount of any LC
Disbursement in respect of an Alternative Currency Letter of Credit, (i) automatically and with no
further action required, the Borrower’s obligation to reimburse the applicable LC Disbursement
shall be permanently converted into an obligation to reimburse the Dollar Equivalent of such LC
Disbursement and (ii) the Administrative Agent shall notify the Issuing Lender and each Revolving
Lender of the applicable LC Disbursement, the Dollar Equivalent thereof, the payment then due from
the Borrower in respect thereof and such Lender’s Revolving Percentage thereof.




          3.6. Obligations Absolute. The Borrower’s obligations under this Section 3 shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower may have or have had against the Issuing
Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with
the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s
Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even though such documents
shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such
Letter of Credit or any such transferee. The Issuing Lender shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any message






46









 







or advice, however transmitted, in connection with any Letter of Credit, except for errors or
omissions constituting gross negligence or willful misconduct of the Issuing Lender. The Borrower
agrees that any action taken or omitted by the Issuing Lender under or in connection with any
Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards of care specified in the Uniform Customs
and, to the extent not inconsistent therewith, the Uniform Commercial Code of the State of New
York, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender
to the Borrower.




          3.7. Letter of Credit Payments. If any draft shall be presented for payment under any
Letter of Credit, the Issuing Lender shall promptly notify the Borrower and the Administrative
Agent of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in
connection with any draft presented for payment under any Letter of Credit shall, in addition to
any payment obligation expressly provided for in such Letter of Credit, be limited to determining
that the documents (including each draft) delivered under such Letter of Credit in connection with
such presentment are substantially in conformity with such Letter of Credit.




          3.8. Applications. To the extent that any provision of any Application related to any
Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall apply.




SECTION 4. REPRESENTATIONS AND WARRANTIES




          To induce the Administrative Agent and the Lenders to enter into this Agreement and to make
the Loans and issue or participate in the Letters of Credit, the Borrower hereby represents and
warrants to the Administrative Agent and each Lender that:




          4.1. Financial Condition. The audited consolidated balance sheet of the Borrower as
at December 31, 2010, and the related consolidated statements of earnings, stockholder’s equity and
cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified
report from Grant Thornton LLP, present fairly the consolidated financial condition of the Borrower
as at such date, and the consolidated results of its earnings and its consolidated cash flows for
the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower as at March
31, 2011, and the related unaudited consolidated statements of earnings and cash flows for the
three-month period ended on such date, present fairly the consolidated financial condition of the
Borrower as at such date, and the consolidated results of its earnings and its consolidated cash
flows for the three-month period then ended (subject to normal year-end audit adjustments and the
absence of footnotes). Such financial statements have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the aforementioned firm
of accountants and disclosed therein).




          4.2. No Change. Since December 31, 2010 there has been no development or event that
has had or could reasonably be expected to have a Material Adverse Effect.




          4.3. Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is
duly organized, validly existing and in good standing, if applicable, under the laws of the
jurisdiction of its organization, (b) has the corporate (or similar) power and authority, and the
legal right, to own and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as a foreign
corporation or other entity and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business requires such
qualification, except to the extent that the failure to be so qualified and in good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse





47









 







Effect, and (d) is
in compliance with all Requirements of Law except to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.




          4.4. Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate
(or similar) power and authority, and the legal right, to make, deliver and perform the Loan
Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan
Party has taken all necessary corporate (or similar) action to authorize the execution, delivery
and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the borrowings on the terms and conditions of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required to be obtained or made by any Loan Party in connection
with the borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations,
filings and notices which have been or will be obtained or made and are in full force and effect on
the Restatement Effective Date, (ii) the filings referred to in Section 4.19, (iii) filings with
the SEC that may be required to be made following the execution and delivery hereof in connection
herewith and (iv) immaterial consents, authorizations, filings and notices. Each Loan Document has
been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a legal, valid and
binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings
in equity or at law).




          4.5. No Legal Bar. The execution, delivery and performance by each Loan Party of this
Agreement and the other Loan Documents to which it is a party, the issuance of Letters of Credit,
the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of
Law or any material Contractual Obligation of the Borrower or any of its Subsidiaries and will not
result in, or require, the creation or imposition of any Lien on any of their respective properties
or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the
Liens created by the Security Documents). No violation of any Requirement of Law or Contractual
Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to
have a Material Adverse Effect.




          4.6. Litigation. Except as set forth on Schedule 4.6, no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of
the Borrower, threatened in writing by or against the Borrower or any of its Subsidiaries or
against any of their respective properties or revenues (a) with respect to any of the Loan
Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably
be expected to have a Material Adverse Effect.




          4.7. No Default. Neither the Borrower nor any of its Subsidiaries is in default under
or with respect to any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.




          4.8. Ownership of Property; Liens. Each of the Borrower and its Subsidiaries has
title in fee simple to, or a valid leasehold interest in, all its material real property, and good
title to, or a valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as permitted by Section 7.3.




          4.9. Intellectual Property. The Borrower and each of its Subsidiaries owns, or is
licensed to use, all Intellectual Property necessary for the conduct of its business as currently
conducted. No material claim has been asserted and is pending by any Person challenging or
questioning the use of





48









 







any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor
does the Borrower know of any valid basis for any such claim. The use of Intellectual Property by
the Borrower and its Subsidiaries does not infringe on the rights of any Person in any material
respect.




          4.10. Taxes. (a) The Borrower and each of its Subsidiaries has filed or caused to be
filed all Federal, state and other material tax returns that are required to be filed and has paid
all material Taxes shown to be due and payable on said returns or on any assessments made against
it or any of its property and all other material Taxes imposed on it or any of its property by any
Governmental Authority to the extent due and payable (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Borrower or its
Subsidiaries, as the case may be) and (b) except for Liens for Taxes not yet delinquent, no
material Tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted
in writing, that could give rise to a material Tax Lien for any unpaid Tax on any asset or property
of the Borrower or its Subsidiaries, except to the extent that the validity thereof is being
contested in good faith pursuant to appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the
case may be.




          4.11. Federal Regulations. No part of the proceeds of any Loans will be used for
“buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted
terms under Regulation U as now and from time to time hereafter in effect except in compliance with
the provisions of the Regulations of the Board. If requested by any Lender or the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the
foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable,
referred to in Regulation U.




          4.12. Labor Matters. Except as, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect: (a) there are no strikes or other labor disputes against the
Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b)
hours worked by and payment made to employees of the Borrower and its Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with
such matters; and (c) all payments due from the Borrower or any of its Subsidiaries on account of
employee health and welfare insurance have been paid or accrued as a liability on the books of the
Borrower or the relevant Subsidiary.




          4.13. ERISA. Except as, in the aggregate, would not reasonably be expected to have a
Material Adverse Effect, during the five-year period prior to the date on which this representation
is made or deemed made, (a) no Reportable Event has occurred with respect to any Single Employer
Plan, (b) no non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or
Section 4975 of the Code) has occurred with respect to any Plan for which the Borrower or any
Commonly Controlled Entity is liable; (c) no Single Employer Plan has had an “accumulated funding
deficiency” or has failed to satisfy the “minimum funding standards” (each within the meaning of
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) each Plan has
complied in all material respects with the applicable provisions of ERISA and the Code; (e) no
Single Employer Plan has been determined to be, or expected to be, in “at risk” status (within the
meaning of Section 430 of the Code or Section 303 of ERISA); (f) no termination of a Single
Employer Plan has occurred; (g) no Lien against the Borrower or any Commonly Controlled Entity and
in favor of the PBGC or a Single Employer Plan has arisen; (h) the actuarial present value of the
accumulated plan benefits of each Single Employer Plan (determined utilizing the assumptions used
for purposes of Accounting Standards Codification No. 715 or 960) did not exceed the fair market
value of the assets of such Single Employer Plan allocable to such accrued benefits; (i) neither
the Borrower nor any Commonly Controlled Entity has incurred or, to the knowledge of the Borrower,
is reasonably expected to incur, any withdrawal liability to any Multiemployer Plan; and





49









 







(j) neither the Borrower nor any Commonly Controlled Entity has received notice concerning the
imposition of withdrawal liability or a determination that a Multiemployer Plan is, or is expected
to be, in Reorganization, Insolvent, or in endangered or critical status (within the meaning of
Section 432 of the Code or Section 305 or Title IV of ERISA).




          4.14. Investment Company Act; Other Regulations. No Loan Party is an “investment
company”, or a company “controlled” by an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any
Requirement of Law (other than Regulation X of the Board) that limits its ability to incur
Indebtedness.




          4.15. Subsidiaries. Except as disclosed to the Administrative Agent by the Borrower
in writing from time to time, (a) Schedule 4.15 sets forth the name and jurisdiction of
incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options,
warrants, calls, rights or other agreements or commitments (other than stock options granted to
employees, independent contractors or directors and directors’ qualifying shares) of any nature
relating to any Capital Stock of any Subsidiary, except as created by the Loan Documents or as set
forth on Schedule 4.15.




          4.16. Use of Proceeds. The proceeds of the Term Loans shall be used to refinance
Indebtedness of the Borrower under the Existing Credit Agreement, and the proceeds of the Revolving
Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate
purposes.




          4.17. Environmental Matters. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect:





     (a) the facilities and properties owned, leased or operated by the Borrower or any of
its Subsidiaries (the “Properties”) do not contain any Materials of Environmental
Concern in amounts or concentrations or under circumstances that constitute or constituted a
violation by Borrower or its Subsidiaries of, or could give rise to liability of Borrower or
its Subsidiaries under, any Environmental Law;




     (b) neither the Borrower nor any of its Subsidiaries has received any notice of, or is
otherwise aware of, any violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws with regard
to any of the Properties or the business presently or formerly operated by the Borrower or
any of its Subsidiaries (the “Business”), nor does the Borrower have knowledge or
reason to believe that any such notice will be received or is being threatened;




     (c) Materials of Environmental Concern have not been transported or disposed of by or
on behalf of the Borrower or its Subsidiaries from the Properties or otherwise in connection
with the Business, in violation of, or in a manner or to a location that could give rise to
liability under, any Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored, or disposed of, or have otherwise come to be located at, on or
under any of the Properties in violation of, or in a manner that could give rise to
liability under, any applicable Environmental Law;




     (d) no judicial proceeding or governmental or administrative action is pending or, to
the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower
or any Subsidiary is or will be named as a party with respect to the Properties or the
Business, nor are there any consent decrees or other decrees, consent orders, administrative
orders or other



50









 






orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business;




     (e) there has been no release or threat of release of Materials of Environmental
Concern at, to, on, under or from the Properties or arising from or related to the
operations of the Borrower or any Subsidiary in connection with the Properties or otherwise
in connection with the Business, in violation of or in amounts or in a manner that could
give rise to liability of Borrower or its Subsidiaries under Environmental Laws;




     (f) the Borrower, its Subsidiaries, the Business, the Properties and all operations at
the Properties are in compliance and have in the last five years been in compliance with all
applicable Environmental Laws, and there is no contamination at, under or about the
Properties or violation of any Environmental Law with respect to the Properties or the
Business; and




     (g) neither the Borrower nor any of its Subsidiaries has, by contract or by operation
of law, assumed any liability of any other Person or agreed to indemnify any other person
for liability under Environmental Laws.



          4.18. Accuracy of Information, etc. (a) No statement or information contained in
this Agreement, any other Loan Document or any other document, certificate or statement furnished
by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for
use in connection with the transactions contemplated by this Agreement or the other Loan Documents,
contained as of the date such statement, information, document or certificate was so furnished (or
if otherwise specified herein or therein, as of such date), any untrue statement of a material fact
or omitted to state a material fact necessary to make the statements contained herein or therein
not misleading in light of the circumstances under which such statements were made. The
projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by management of the
Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial
information as it relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ from the projected
results set forth therein by a material amount. There is no fact known to any Loan Party that
could reasonably be expected to have a Material Adverse Effect that has not been expressly
disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any
other documents, certificates and statements furnished to the Administrative Agent and the Lenders
for use in connection with the transactions contemplated hereby and by the other Loan Documents.




          (b) The Annual Report on Form 10-K of the Borrower for the year ended December 31, 2010 (the
“SEC Report”) as of its filing date complied in all material respects with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations promulgated thereunder. The SEC Report at the time of filing did not contain any
untrue statements of material fact or omitted a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. Forward looking statements and other statements contained in the SEC
Report are subject to the cautionary language and risk factors contained in the SEC Report.




          4.19. Security Documents. (a) The Guarantee and Collateral Agreement is effective to
create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral described in Section 3 thereof and proceeds of
such Collateral. In the case of (i) the Pledged Equity Interests described in the Guarantee and
Collateral Agreement, when stock certificates representing such certificated Pledged Equity
Interests are delivered





51









 







to the Administrative Agent or when financing statements in appropriate form are filed in the
offices specified on Schedule 4.19(a) and (ii) the other Collateral described in the Guarantee and
Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) (or
otherwise notified to the Administrative Agent) in appropriate form are filed in the offices
specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent), the Guarantee
and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties in such Collateral (other than motor vehicles,
aircraft, vessels, Deposit Accounts (as defined in the Guarantee and Collateral Agreement),
leasehold estates in real property and intellectual property registrations outside the United
States) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and
Collateral Agreement), in each case prior and superior in right to any other Person (except, in the
case of Collateral other than Pledged Equity Interests, Liens permitted by Section 7.3).




          (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the
benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties
described therein and proceeds thereof and constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the
proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each
case prior and superior in right to any other Person except Liens permitted by Section 7.3.
Schedule 4.19(b) lists, as of the Restatement Effective Date, each parcel of owned real property
located in the United States and held by the Borrower or any of its Subsidiaries that has a value,
in the reasonable opinion of the Borrower, in excess of $750,000.



          4.20. Solvency. Each Loan Party is Solvent on the Restatement Effective Date and will
continue to be, Solvent.




          4.21. Senior Indebtedness. The Obligations constitute “Senior Indebtedness” of the
Borrower under and as defined in each Senior Subordinated Note Indenture, if any. The obligations
of each Subsidiary Guarantor under the Guarantee and Collateral Agreement constitute “Guarantor
Senior Indebtedness” of such Subsidiary Guarantor under and as defined in each Senior Subordinated
Note Indenture, if any.




          4.22. Regulation H. No Mortgage encumbers improved real property that is located in
an area that has been identified by the Secretary of Housing and Urban Development as an area
having special flood hazards and in which flood insurance has been made available under the
National Flood Insurance Act of 1968.




          4.23. Insurance. Each of the Borrower and its Subsidiaries is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are
prudent and customary in the businesses in which it is engaged; and none of the Borrower or any of
its Subsidiaries (a) has received notice from any insurer or agent of such insurer that substantial
capital improvements or other material expenditures will have to be made in order to continue such
insurance or (b) has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a
cost that could not reasonably be expected to have a Material Adverse Effect.




          4.24. Lease Payments. Each of the Borrower and its Subsidiaries has paid all payments
required to be made by it within any specified grace periods under leases of real property where
any of the Collateral is or may be located from time to time (other than any the amount or validity
of which are currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Borrower or such
Subsidiary,





52









 







as the case may be), except as could not reasonably be expected to have a Material Adverse
Effect; no landlord Lien has been filed, and, to the knowledge of the Borrower, no claim is being
asserted, with respect to any such payments, in each case that could, when taken together with any
other such liens or claims, reasonably be expected to have a Material Adverse Effect.




SECTION 5. CONDITIONS PRECEDENT





     5.1. Conditions to Effectiveness. The effectiveness of this Agreement is
subject to the satisfaction, prior to or concurrently with the making of the Term Loans on
the Restatement Effective Date, of the following conditions precedent:




     (a) Loan Documents. The Administrative Agent shall have received (i) this
Agreement, executed and delivered by a duly authorized officer of the Borrower and each
Lender and (ii) a reaffirmation with respect to the Guarantee and Collateral Agreement and
the Intellectual Property Security Agreement, executed and delivered by a duly authorized
officer of each relevant Loan Party.




     (b) Closing Certificate. The Administrative Agent shall have received a
certificate of the Borrower and each Subsidiary Guarantor, dated the Restatement Effective
Date, substantially in the form of Exhibit C, with appropriate insertions and
attachments.




     (c) Fees. The Lenders, the Joint Lead Arrangers and each Agent shall have
received all fees required to be paid, and all expenses for which invoices have been
presented (including, without limitation, the reasonable fees, disbursements and other
charges of counsel to the Agents), on or before the Restatement Effective Date. All such
amounts may be paid with proceeds of Loans made on the Restatement Effective Date and will
be reflected in the funding instructions given by the Borrower to the Administrative Agent
on or before the Restatement Effective Date.




     (d) Legal Opinion. The Administrative Agent shall have received legal opinions
of Fulbright & Jaworski L.L.P., counsel to the Borrower and its Subsidiaries, and such other
local counsel as may be reasonably required by the Administrative Agent, in each case
covering such matters as the Administrative Agent may reasonably request.



          5.2. Conditions to Each Extension of Credit. The agreement of each Lender to make any
extension of credit (including any Incremental Term Loan) requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of the following
conditions precedent:





     (a) Representations and Warranties. Each of the representations and warranties
made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date as if made on and as of such date (unless such
representations expressly relate to an earlier date, in which case they shall be true and
correct in all material respects on and as of such earlier date).




     (b) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the extensions of credit requested to be
made on such date.


Each borrowing by and issuance, increase or extension of a Letter of Credit on behalf of the
Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of
such borrowing





53









 







or issuance, increase or extension of such Letter of Credit that the conditions contained in this
Section 5.2 have been satisfied.




SECTION 6. AFFIRMATIVE COVENANTS




          The Borrower hereby agrees that, so long as any Commitment remains in effect, any Letter of
Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to:




          6.1. Financial Statements. Furnish to the Administrative Agent (and the
Administrative Agent shall promptly provide to each Lender, by posting to Intralinks or otherwise):





     (a) as soon as available, but in any event within 90 days after the end of each fiscal
year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such year and the related audited
consolidated statements of earnings and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, reported on without a “going
concern” or like qualification or exception, or qualification arising out of the scope of
the audit, by Grant Thornton LLP or other independent certified public accountants of
nationally recognized standing; provided that the Borrower shall be deemed to have furnished
said financial statements for purposes of this Section 6.1(a) once (i) the same shall have
been made available on “EDGAR” (or any successor thereto) on the Borrower’s Annual Report on
Form 10-K or on the Borrower’s home page on the worldwide web (which page is, as of the date
of this Agreement, located at www.rentacenter.com) and (ii) the Borrower shall have sent the
Administrative Agent notice thereof; and




     (b) as soon as available, but in any event not later than 45 days after the end of each
of the first three quarterly periods of each fiscal year of the Borrower, the unaudited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end
of such quarter and the related unaudited consolidated statements of earnings and of cash
flows for such quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for the previous year, certified
by a Responsible Officer as being fairly stated in all material respects (subject to normal
year-end audit adjustments and the absence of notes thereto); provided that the Borrower
shall be deemed to have furnished said financial statements for purposes of this Section
6.1(b) once (i) the same shall have been made available on “EDGAR” (or any successor
thereto) on the Borrower’s Quarterly Report on Form 10-Q or on the Borrower’s home page on
the worldwide web (which page is, as of the date of this Agreement, located at
www.rentacenter.com) and (ii) the Borrower shall have sent the Administrative Agent notice
thereof.


All such financial statements shall be complete and correct in all material respects and shall be
prepared in reasonable detail and in accordance with GAAP applied consistently throughout the
periods reflected therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein).




          6.2. Certificates; Other Information. Furnish to the Administrative Agent:





     (a) concurrently with the delivery of the financial statements referred to in Section
6.1(a), a certificate of the independent certified public accountants reporting on such
financial statements stating that in making under Section 7.1 the examination necessary
therefor no knowledge was obtained of any Event of Default, except as specified in such
certificate;



54









 






     (b) concurrently with the delivery of any financial statements pursuant to Section 6.1,
(i) a certificate of a Responsible Officer stating that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in such
certificate and (ii) (x) a Compliance Certificate containing all information and
calculations necessary for determining compliance by the Borrower and its Subsidiaries with
the provisions of this Agreement referred to therein as of the last day of the fiscal
quarter or fiscal year of the Borrower, as applicable, and (y) to the extent not previously
disclosed to the Administrative Agent, a report describing each new Subsidiary of any Loan
Party, any change in the name or jurisdiction of organization of any Loan Party and any new
fee owned real property or material Intellectual Property acquired by any Loan Party since
the date of the most recent report delivered pursuant to this clause (y);




     (c) as soon as available, and in any event no later than 45 days after the end of each
fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year
(including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of
the end of the following fiscal year, the related consolidated statements of projected cash
flow, projected changes in financial position and projected income, resulting applicable
financial covenant ratios and a description of the underlying assumptions applicable
thereto), and, as soon as available, significant revisions, if any, of such budget and
projections with respect to such fiscal year (collectively, the “Projections”),
which Projections shall in each case be accompanied by a certificate of a Responsible
Officer stating that such Projections are based on reasonable estimates, information and
assumptions and that such Responsible Officer has no reason to believe that such Projections
are incorrect or misleading in any material respect;




     (d) within 45 days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower, a narrative discussion and analysis of the financial condition
and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and
for the period from the beginning of the then current fiscal year to the end of such fiscal
quarter, as compared to the portion of the Projections covering such periods and to the
comparable periods of the previous year; provided that delivery of the Report on
Form 10-Q filed with the SEC with respect to such fiscal quarter shall be deemed to satisfy
the foregoing requirement;




     (e) no later than five Business Days prior to the proposed date of effectiveness
thereof, copies of the then-existing latest draft of any proposed amendment, supplement,
waiver or other modification with respect to the Senior Unsecured Note Indenture if the
effectiveness thereof requires the approval of any percentage of the holders of Indebtedness
thereunder;




     (f) within five Business Days after the same are sent, copies of all financial
statements and reports that the Borrower sends to the holders of any class of its debt
securities or public equity securities; and




     (g) promptly, such additional financial and other information as any Lender may from
time to time reasonably request.


Information required to be delivered pursuant to subsection (d) or (f) of this Section 6.2 shall be
deemed to have been delivered once (i) the same shall have been made available on “EDGAR” (or any
successor thereto) on the Borrower’s annual report, quarterly report or current reports or on the
Borrower’s home page on the worldwide web (which page is, as of the date of this Agreement, located
at www.rentacenter.com) and (ii) the Borrower shall have sent the Administrative Agent notice
thereof.




          6.3. Payment of Obligations. Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all its material obligations of
whatever nature,





55









 







except where the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Subsidiaries, as the case may be.




          6.4. Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full
force and effect its corporate (or similar) existence and (ii) take all reasonable action to
maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its
business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of
clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law
except to the extent that failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.




          6.5. Maintenance of Property; Insurance. Keep all property useful and necessary in
its business in good working order and condition, ordinary wear and tear excepted and maintain with
financially sound and reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public liability, product
liability and business interruption expense coverage) as are usually insured against in the same
general area by companies engaged in the same or a similar business.




          6.6. Inspection of Property; Books and Records; Discussions.  Keep proper books of
records and account in which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation to its business and
activities and (b) subject to the provisions of Section 10.14, permit representatives of any
Lender, upon reasonable prior notice, to visit and inspect any of its properties and examine and
make abstracts from any of its books and records at any reasonable time and as often as may
reasonably be desired and to discuss the business, operations, properties and financial and other
condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its
Subsidiaries and with its independent certified public accountants.




          6.7. Notices. Promptly give notice to the Administrative Agent (and the
Administrative Agent shall promptly provide such notice to each Lender, by posting to Intralinks or
otherwise) of:





     (a) the occurrence of any Default or Event of Default;




     (b) any (i) default or event of default under any Contractual Obligation of the
Borrower or any of its Subsidiaries or (ii) litigation, investigation or proceeding that
exists at any time between the Borrower or any of its Subsidiaries and any Governmental
Authority, that in either case, if not cured or if reasonably expected to be adversely
determined, as the case may be, could reasonably be expected to have a Material Adverse
Effect;




     (c) any litigation or proceeding affecting the Borrower or any of its Subsidiaries in
which injunctive or similar relief is sought which could reasonably be expected to be
granted and which, if granted, could reasonably be expected to have a Material Adverse
Effect;




     (d) the following events, as soon as possible and in any event within 30 days after the
Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event
with respect to any Single Employer Plan; a failure to make any required contribution to a
Plan or a Multiemployer Plan that, in each case, could reasonably be expected to have a
Material Adverse Effect; a determination that any Single Employer Plan is in “at risk”
status; the creation of any Lien in favor of the PBGC or a Single Employer Plan; any
withdrawal from, or the termination
of, any Single Employer Plan; any withdrawal from, or the termination, Reorganization or



56









 






Insolvency of, any Multiemployer Plan; or the determination that any Multiemployer Plan
is in endangered or critical status (within the meaning of Section 432 of the Code or
Section 305 or Title IV of ERISA); or (ii) the institution of proceedings or the taking of
any other action by the PBGC, the Borrower, any Commonly Controlled Entity or any
Multiemployer Plan with respect to the withdrawal from or the termination of any Single
Employer Plan or Multiemployer Plan, or the Reorganization or Insolvency any Multiemployer
Plan;




     (e) promptly following receipt thereof, copies of any documents described in Sections
101(k) or 101(l) of ERISA that Borrower or any Commonly Controlled Entity may request with
respect to any Multiemployer Plan; provided, that if the Borrower or any of its
Commonly Controlled Entities have not requested such documents or notices from the
administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request
of the Administrative Agent, the Borrower and/or its Commonly Controlled Entities shall
promptly make a request for such documents or notices from such administrator or sponsor and
the Borrower shall provide copies of such documents and notices to the Administrative Agent
promptly after receipt thereof; and further provided, that the rights granted to the
Administrative Agent in this section shall be exercised not more than once during a 12-month
period; and




     (f) any development or event that has had or could reasonably be expected to have a
Material Adverse Effect.


Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible
Officer setting forth details of the occurrence referred to therein and stating what action the
Borrower or the relevant Subsidiary proposes to take with respect thereto.




          6.8. Environmental Laws. Except as could not reasonably be expected to have a
Material Adverse Effect:





     (a) comply with, and contractually require compliance by all tenants and subtenants, if
any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and
contractually require that all tenants and subtenants obtain and comply with and maintain,
any and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws; and




     (b) conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and promptly comply
with all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws.



          6.9. Additional Collateral, etc. (a) With respect to any property acquired after the
Restatement Effective Date by the Borrower or any of its Subsidiaries (other than (v) Capital Stock
issued by the Borrower, (w) any vehicles, aircraft, vessels, leasehold interests, foreign
registrations related to intellectual property, and any immaterial inventory and equipment, (x) any
property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly
permitted by Section 7.3(g) and (z) property acquired by any Specified Subsidiary) as to which the
Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien,
promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and
Collateral Agreement or such other documents as the Administrative Agent deems necessary or
advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security
interest in such property and (ii) take all actions necessary or advisable to grant to the
Administrative Agent, for the benefit of the Secured Parties, a
perfected first priority security interest in such property, including the filing of Uniform
Commercial




57









 







Code financing statements in such jurisdictions as may be required by the Guarantee and
Collateral Agreement or by law or as may be requested by the Administrative Agent.




          (b) With respect to any fee interest in any real property having a value (together with
improvements thereof) of at least $750,000 acquired after the Restatement Effective Date by the
Borrower or any of its Subsidiaries (other than (x) any such real property subject to a Lien
expressly permitted by Section 7.3(g) or (j) and (z) real property acquired by any Specified
Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the
Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if
requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage
insurance covering such real property in an amount at least equal to the purchase price of such
real property (or such other amount as shall be reasonably specified by the Administrative Agent)
as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any
consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in
connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory
to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above, which opinions shall
be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.




          (c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired
after the Restatement Effective Date by the Borrower or any of its Subsidiaries (which, for the
purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be a Foreign
Subsidiary or a Permitted Non-Guarantor Subsidiary but shall exclude the Insurance Subsidiary),
promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and
Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security
interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party (except
Capital Stock constituting Investments permitted under Section 7.8(g) or (j)), (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together with undated stock
(or other transfer) powers, in blank, executed and delivered by a duly authorized officer of such
Loan Party and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and
Collateral Agreement, (B) to take such actions necessary or advisable to grant to the
Administrative Agent for the benefit of the Secured Parties a perfected first priority security
interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such
new Subsidiary, including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate
of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and
attachments; provided that such new Subsidiary shall not be required to comply with the
requirements of clause (iii) above if (w) such Subsidiary is not a Wholly Owned Subsidiary, (x) the
Investment in such Subsidiary is permitted under Section 7.8(k), (y) such Subsidiary promptly
notifies the Administrative Agent in writing of its election not to comply with the requirements of
clause (iii) above and (z) such Subsidiary, together with each other Subsidiary that elects not to
comply with the requirements of clause (iii) above, represents, as of the date of such notice under
the foregoing clause (y), (1) less than 10% of the consolidated total assets of the Borrower and
its Subsidiaries as of the most recently ended fiscal quarter of the Borrower, (2) less than 10% of
the consolidated total revenues of the Borrower and its Subsidiaries for the four fiscal quarters
of the Borrower most recently ended, and (3) less than 10% of the Consolidated EBITDA of the
Borrower and its Subsidiaries for the four fiscal quarters of the Borrower most recently ended, in
each case as determined on a consolidated basis in conformity with GAAP consistently applied (any
such new Subsidiary, a “Permitted Non-Guarantor Subsidiary”).




          (d) With respect to any new Foreign Subsidiary that is a first tier Foreign Subsidiary and
that is created or acquired after the Restatement Effective Date by the Borrower or any of





58









 







its
Subsidiaries (other than any Specified Subsidiary), promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement as the
Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock
of such new Subsidiary that is owned by the Borrower or any such Subsidiaries (provided that in no
event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary
be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock (or other transfer) powers, in blank,
executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case
may be, and take such other action as may be necessary or, in the opinion of the Administrative
Agent, desirable to perfect the Administrative Agent’s security interest therein; provided
that the Borrower and its Subsidiaries shall not be required to comply with the requirements of
this Section 6.9(d) if the Administrative Agent, in its sole discretion, determines the cost of
such compliance is excessive in relation to the value of the collateral security to be afforded
thereby.




          6.10. Permitted Acquisitions and Permitted Foreign Acquisitions. Deliver to the
Lenders, within 30 Business Days after the closing date of any Permitted Acquisition or Permitted
Foreign Acquisition involving a Purchase Price greater than or equal to $75,000,000, each of the
following: (a) a description of the property, assets and/or equity interest being purchased, in
reasonable detail; (b) a copy of the purchase agreement pursuant to which such acquisition was or
is to be consummated or a term sheet or other description setting forth the essential terms and the
basic structure of such acquisition; (c) projected statements of income for the entity that is
being acquired (or the assets, if an acquisition of assets) for at least a two-year period
following such acquisition (including a summary of assumptions or pro forma adjustments for such
projections); (d) to the extent made available to the Borrower, historical financial statements for
the entity that is being acquired (or the assets, if an acquisition of assets) (including balance
sheets and statements of income, retained earnings and cash flows for at least a two-year period
prior to such acquisition); and (e) confirmation, supported by detailed calculations, that the
Borrower and its Subsidiaries would have been in compliance with all the covenants in Section 7.1
for the fiscal quarter ending immediately prior to the consummation of such acquisition, with such
compliance determined on a pro forma basis as if such acquisition had been consummated on the first
day of the Reference Period ending on the last day of such fiscal quarter.




          6.11. Further Assurances. From time to time execute and deliver, or cause to be
executed and delivered, such additional instruments, certificates or documents, and take all such
actions, as the Administrative Agent may reasonably request, for the purposes of implementing or
effectuating the provisions of this Agreement and the other Loan Documents, or of more fully
perfecting or renewing the rights of the Administrative Agent and the Secured Parties with respect
to the Collateral (or with respect to any additions thereto or replacements or proceeds or products
thereof or with respect to any other property or assets hereafter acquired by the Borrower or any
Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the
exercise by the Administrative Agent or any Secured Party of any power, right, privilege or remedy
pursuant to this Agreement or the other Loan Documents which requires any consent, approval,
recording, qualification or authorization of any Governmental Authority, the Borrower will execute
and deliver, or will cause the execution and delivery of, all applications, certifications,
instruments and other documents and papers that the Administrative Agent or such Lender may be
required to obtain from the Borrower or any of its Subsidiaries for such governmental consent,
approval, recording, qualification or authorization.




          6.12. Real Property Mortgages. Within 90 days of the Restatement Effective Date (as
such time period may be extended by the Administrative Agent in its sole discretion) with respect
to any Mortgaged Property owned in fee simple by any Loan Party on the Restatement Effective Date,
provide
to the Administrative Agent an amendment to the Mortgage covering such Mortgaged Property and
other documents reasonably requested by the Administrative Agent granting the Administrative Agent
a first




59









 







priority Lien on such Real Estate, together with mortgagee title insurance policies in an
amount equal to the current fair market value of such Mortgaged Property, real property surveys (or
affidavits of no change), opinion(s) and, if reasonably required by the Administrative Agent,
supplemental casualty insurance and flood insurance, and such other documents, instruments or
agreements reasonably requested by the Administrative Agent, in each case, in form and substance
reasonably satisfactory to the Administrative Agent.




SECTION 7. NEGATIVE COVENANTS




          The Borrower hereby agrees that, so long as any Commitment remains in effect, any Letter of
Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly:




          7.1. Financial Condition Covenants.




          (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the
last day of any period of four consecutive fiscal quarters of the Borrower to exceed 3.25 to 1.00.




          (b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge
Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower to be less than
1.35 to 1.00.




          7.2. Indebtedness. Create, issue, incur, assume, become liable in respect of or
suffer to exist any Indebtedness, except:





     (a) Indebtedness of any Loan Party pursuant to any Loan Document;




     (b) (i) Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned
Subsidiary Guarantor to the Borrower or any other Subsidiary, (ii) Indebtedness of the
Borrower and of any Subsidiary to the Insurance Subsidiary in an aggregate amount not to
exceed $65,000,000 at any time outstanding that cannot be subordinated to the obligations of
such Loan Party under the Loan Documents for regulatory reasons or would cause the carrying
value for regulatory valuation purposes to be decreased and (iii) Indebtedness of the
Insurance Subsidiary permitted by Section 7.8(f);




     (c) (i) Guarantee Obligations incurred in the ordinary course of business by the
Borrower or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor
or any Foreign Subsidiary;




     (d) Indebtedness (other than the Indebtedness referred to in Section 7.2(b), (e), (f),
(h) and (j)) outstanding on the Restatement Effective Date and listed on Schedule 7.2(d) and
any refinancings, refundings, renewals or extensions thereof (without increasing, or
shortening the maturity or any scheduled amortization date of, the principal amount (or any
amortization payment amount) thereof);




     (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by
Liens permitted by Section 7.3(g);




     (f) (i) subject to pro forma compliance with Section 7.1 (as
demonstrated in a written certificate delivered to the Administrative Agent prior to the
issuance thereof), unsecured



60









 






subordinated notes of the Borrower that (x) have no scheduled
principal payments prior to the date that is one year after the latest maturity date for
Loans hereunder that is in effect on the date of issuance of such subordinated notes and (y)
have terms (including subordination terms, but excluding the interest rate) no less
favorable in any material respect to the Borrower and its Subsidiaries (taken as a whole)
and the Lenders (taken as a whole) than those applicable to offerings of “high-yield”
subordinated debt by similar issuers of similar debt at or about the same time, as evidenced
by written advice of the Borrower’s financial advisors of recognized national standing, and
(ii) Guarantee Obligations of any Subsidiary Guarantor in respect of Indebtedness incurred
pursuant to clause (i) above, provided that such Guarantee Obligations are
subordinated to the same extent as the obligations of the Borrower in respect of the
subordinated notes issued pursuant to clause (i) above;



     (g) Assumed Indebtedness incurred pursuant to Permitted Acquisitions or Permitted
Foreign Acquisitions consummated after the Restatement Effective Date in an aggregate amount
not to exceed $100,000,000 at any time outstanding.



     (h) Guarantee Obligations of the Borrower or any Subsidiary in respect of Indebtedness
of franchisees not to exceed $100,000,000 at any one time outstanding;



     (i) Indebtedness in connection with any Sale/Leaseback Transaction permitted by Section
7.11;



     (j) Indebtedness of RAC East, the Borrower and its other Subsidiaries to INTRUST Bank,
N.A. pursuant to a line of credit in an aggregate principal amount (for the Borrower and all
Subsidiaries) not to exceed $20,000,000 at any one time outstanding and any refinancings,
refundings, renewals or extensions thereof (without increasing, or shortening the maturity
of, the principal amount thereof); and



     (k) additional Indebtedness of the Borrower or any of its Subsidiaries so long as (i)
the aggregate principal amount of such Indebtedness incurred by the Borrower and all
Subsidiaries shall not exceed $250,000,000 at any one time outstanding and (ii) the
aggregate principal amount of such Indebtedness incurred by all Subsidiaries (excluding
Guarantee Obligations of any Subsidiary Guarantor in respect of any Senior Unsecured Notes)
shall not exceed $50,000,000 at any one time outstanding.



          7.3. Liens. Create, incur, assume or suffer to exist any Lien upon any of its
property, whether now owned or hereafter acquired, except for:





     (a) Liens for taxes not yet delinquent or that are being contested in good faith by
appropriate proceedings, provided that adequate reserves with respect thereto are maintained
on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with
GAAP;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ or
other like Liens arising in the ordinary course of business that are not overdue for a
period of more than 30 days or that are being contested in good faith by appropriate
proceedings and for which adequate reserves with respect thereto are maintained on the books
of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;




     (c) pledges or deposits in connection with workers’ compensation, unemployment
insurance and other social security legislation;



61









 






     (d) deposits to secure the performance of bids, trade contracts (other than for
borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of business;




     (e) easements, rights-of-way, restrictions and other similar encumbrances incurred in
the ordinary course of business that, in the aggregate, are not substantial in amount and
that do not in any case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;




     (f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f),
securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is
spread to cover any additional property after the Restatement Effective Date (other than
“products” and “proceeds” thereof, as each such term is defined in the Uniform Commercial
Code of the State of New York) and that the amount of Indebtedness secured thereby is not
increased;




     (g) Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred
pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets,
provided that (i) such Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness (including the “products” and
“proceeds” thereof, as each such term is defined in the Uniform Commercial Code of the State
of New York) and (iii) the amount of Indebtedness secured thereby is not increased;




     (h) Liens created pursuant to the Security Documents;




     (i) any interest or title of a lessor under any lease entered into by the Borrower or
any other Subsidiary in the ordinary course of its business and covering only the assets so
leased;




     (j) Liens on the property or assets of an Acquired Business or Acquired Foreign
Business occurring or arising after the Restatement Effective Date and securing Assumed
Indebtedness in an amount not to exceed $50,000,000, provided that such Liens (i)
were not incurred in contemplation of the Permitted Acquisition or the Permitted Foreign
Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and
(ii) do not encumber any property other than the property acquired pursuant to such
acquisition;




     (k) Liens of securities intermediaries and depository banks on the accounts held by
them to secure the payment of fees and expenses payable to them in respect of the
maintenance of such accounts;




     (l) Liens on Margin Capital Stock that is held by the Borrower as treasury stock or
that is held by any of its Subsidiaries; and




     (m) Liens not otherwise permitted by this Section so long as neither (i) the aggregate
outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair
market value (determined as of the date such Lien is incurred) of the assets subject thereto
exceeds (as to the Borrower and all Subsidiaries) $60,000,000 at any one time.



          7.4. Fundamental Changes. Enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of,
all or substantially all of its property or business, except that:




62









 









     (a) (i) any Subsidiary of the Borrower may be merged or consolidated with or into the
Borrower (provided that the Borrower shall be the continuing or surviving
corporation) or with or into any other Person (provided that a Wholly Owned
Subsidiary Guarantor shall be the continuing or surviving corporation) and (ii) any Foreign
Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary;




     (b) (i) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor
and (ii) any Foreign Subsidiary may Dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to any other Foreign Subsidiary; and




     (c) (i) any Permitted Acquisition and any Permitted Foreign Acquisition may be
structured as a merger with or into the Borrower (provided that the Borrower shall
be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary
Guarantor (provided that the continuing or surviving corporation is or becomes a
Wholly Owned Subsidiary Guarantor) and (ii) any Permitted Foreign Acquisition may be
structured as a merger with or into any Foreign Subsidiary (provided that the
continuing or surviving corporation is or becomes a Foreign Subsidiary).



          7.5. Disposition of Property. Dispose of any of its property, whether now owned or
hereafter acquired, or, in the case of any Subsidiary of the Borrower, issue or sell any shares of
such Subsidiary’s Capital Stock to any Person, except:





     (a) the Disposition of obsolete or worn out property in the ordinary course of
business;




     (b) the sale of inventory in the ordinary course of business;




     (c) Dispositions (i) by the Borrower of any of its assets to any Wholly Owned
Subsidiary Guarantor, (ii) by any Subsidiary of the Borrower of any of its assets (upon
voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary
Guarantor, (iii) by any Subsidiary of patent, trademark or copyright registrations under
laws of any nation other than the United States to any other Subsidiary and (iv) by any
Foreign Subsidiary to any other Foreign Subsidiary;




     (d) the sale or issuance of (i) any Subsidiary’s Capital Stock to the Borrower or any
Wholly Owned Subsidiary Guarantor and (ii) any Foreign Subsidiary’s Capital Stock to any
other Foreign Subsidiary;




     (e) the Disposition in any fiscal year of other property having a fair market value not
to exceed, as of the last day of the immediately preceding fiscal year for any fiscal year
of the Borrower, 5% of Consolidated Total Assets; provided, that the requirements of
Section 2.11(b) are complied with in connection therewith;




     (f) Dispositions referred to in Sections 7.8(f), (g) and (j);




     (g) Dispositions to or by the Insurance Subsidiary of Capital Stock of the Borrower;




     (h) Dispositions to or by the Insurance Subsidiary of Indebtedness described in Section
7.2(b) to the Borrower or any Wholly Owned Subsidiary Guarantor;



63









 






     (i) Dispositions by the Insurance Subsidiary effected solely for the purpose of
liquidating assets in order to permit the Insurance Subsidiary to pay expenses and to make
payments on insurance claims of the Borrower and/or any of its Subsidiaries with the
proceeds of such Dispositions;




     (j) Dispositions of Margin Capital Stock that is held as treasury stock by the Borrower
or that is held by any of its Subsidiaries; and




     (k) the Disposition of the real property in Plano, Texas on which the Borrower’s
corporate headquarters is located in connection with a Sale/Leaseback Transaction;
provided, that the requirements of Section 2.11(b) are complied with in connection
therewith.



          7.6. Restricted Payments. Declare or pay any dividend (other than dividends payable
solely in (i) common stock of the Person making such dividend or (ii) the same class of Capital
Stock of the Person making such dividend on which such dividend is being declared or paid, other
than, in any such case, Disqualified Stock) on, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement
or other acquisition of, any Capital Stock of the Borrower or any Subsidiary, whether now or
hereafter outstanding, or make any other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary
(collectively, “Restricted Payments”), except that:





     (a) (i) any Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned
Subsidiary Guarantor and (ii) any Foreign Subsidiary may make Restricted Payments to any
other Foreign Subsidiary;




     (b) so long as no Default or Event of Default shall have occurred and be continuing or
would result therefrom, the Borrower may make Restricted Payments with respect to its
Capital Stock or repurchase the Borrower’s Capital Stock or the Insurance Subsidiary may
repurchase the Borrower’s Capital Stock (collectively, “Stock Payments”);
provided, that if, after giving pro forma effect thereto, the
Consolidated Senior Leverage Ratio as of the last day of the most recent fiscal quarter for
which the relevant financial information is available is greater than 2.50 to 1.00 (and this
proviso shall not apply to or limit Stock Payments made so long as such ratio is less than
or equal to 2.50 to 1.00), the Borrower may make additional Stock Payments so long as the
aggregate amount of such Stock Payments made on or after July 1, 2011, when added to the
aggregate amount expended on or after July 1, 2011 to repurchase, repay or prepay Senior
Subordinated Notes or Senior Unsecured Notes pursuant to the second proviso of Section
7.9(a), shall not exceed, in any such fiscal year (including Stock Payments made when this
restriction is not applicable), the sum of (A) $75,000,000, (B) 50% of the Consolidated Net
Income Amount and (C) 100% of the aggregate Net Cash Proceeds received by the Borrower since
the Restatement Effective Date as a contribution to its common equity capital or from the
issue or sale of Capital Stock of the Borrower (other than Disqualified Stock) or from the
issue or sale of convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Borrower that have been converted into or exchanged for
such Capital Stock (other than Capital Stock (or Disqualified Stock or debt securities) sold
to a Subsidiary of the Borrower);




     (c) the Borrower may repurchase shares of its common stock issued to finance all or
part of a Permitted Acquisition, so long as such repurchase is consummated within 180 days
of such issuance;




     (d) the Borrower may repurchase shares of its common stock from the Insurance
Subsidiary in an amount not to exceed (when taken together with the amount of cash
Dispositions



64









 






made pursuant to Section 7.5(i)) the amount necessary to (i) pay operating
costs and expenses of the Insurance Subsidiary incurred in the ordinary course of business
(not to exceed $250,000 per fiscal year of the Borrower) and (ii) permit the Insurance
Subsidiary to make payments on insurance claims of the Borrower and/or any of its
Subsidiaries with the proceeds of such repurchase; and




     (e) the Insurance Subsidiary may purchase shares of the common stock of the Borrower
from the Borrower or any Subsidiary.



          7.7. Capital Expenditures. Make or commit to make any Capital Expenditure (Expansion)
if, after giving pro forma effect thereto, the Consolidated Leverage Ratio as of
the last day of the most recent fiscal quarter for which the relevant financial information is
available is greater than 2.75 to 1.0, except (a) Capital Expenditures (Expansion) of the Borrower
and its Subsidiaries during such fiscal year (including Capital Expenditures (Expansion) when this
restriction is not in effect) shall not exceed $100,000,000 in the aggregate and (b) Capital
Expenditures (Expansion) made with the proceeds of any Reinvestment Deferred Amount.




          7.8. Investments. Make any advance, loan, extension of credit (by way of guaranty or
otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or
other debt securities of, or any assets constituting a business unit of, or make any other
investment in, any other Person (all of the foregoing, “Investments”), except:





     (a) extensions of trade credit in the ordinary course of business;




     (b) investments in Cash Equivalents;




     (c) Guarantee Obligations permitted by Section 7.2;




     (d) loans and advances to employees of the Borrower or any Subsidiary of the Borrower
in the ordinary course of business (including for travel, entertainment and relocation
expenses) in an aggregate amount for the Borrower and its Subsidiaries not to exceed
$5,000,000 at any one time outstanding;




     (e) intercompany Investments by the Borrower or any of its Subsidiaries in the Borrower
or any Person that, prior to and after giving effect to such Investment and any related
transactions, is a Wholly Owned Subsidiary Guarantor;




     (f) Investments made on or after the Restatement Effective Date in the Insurance
Subsidiary to the extent required to meet regulatory capital guidelines, policies or rules
in an amount not to exceed $35,000,000 in the aggregate;




     (g) Investments in the Insurance Subsidiary consisting of the contribution of common
stock of the Borrower and Investments by the Insurance Subsidiary in the common stock of the
Borrower;




     (h) Investments constituting Permitted Acquisitions or Permitted Foreign Acquisitions;




     (i) Investments by the Insurance Subsidiary in indebtedness of the Borrower and the
Wholly Owned Subsidiary Guarantors described in Section 7.2(b);




65











 






     (j) Investments in the Insurance Subsidiary in amounts not to exceed, in any fiscal
year of the Borrower, the lesser of (x) $75,000,000 and (y) the amount that will appear as
an expense for self-insurance costs on the Borrower’s consolidated income statement; and




     (k) other Investments not otherwise permitted by this Section, so long as the aggregate
amount expended pursuant to this clause (k) after the Restatement Effective Date shall not
exceed the greater of (x) $100,000,000 and (y) 10% of the Borrower’s Consolidated Net Worth
as of the last day of the most recently completed quarterly period for which relevant
financial information is available, in each case determined net of the amount of any Net
Cash Proceeds received by the Borrower and its Subsidiaries in respect of a Disposition of
any such Investment; provided, that no more than $80,000,000 of Investments made
pursuant to this clause (k) shall be made in Persons that are not, or do not become,
Domestic Subsidiaries.



          7.9. Payments and Modifications of Certain Debt Instruments and Qualified Preferred
Stock. (a) Make or offer to make any payment, prepayment, repurchase or redemption of or
otherwise defease or segregate funds with respect to the Senior Subordinated Notes or the Senior
Unsecured Notes, other than interest payments expressly required by the terms thereof and other
than pursuant to prepayments or repayments thereof with the proceeds of Senior Subordinated Notes
or, in the case of the Senior Unsecured Notes, with the proceeds of other Senior Unsecured Notes,
provided, that so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom the Borrower may pay, prepay, repurchase, redeem, or otherwise
defease or segregate funds with respect to Senior Subordinated Notes or Senior Unsecured Notes
(subject to the limitations of the next proviso); provided, further, that, if after
giving pro forma effect thereto, the Consolidated Senior Leverage Ratio as of the
last day of the most recent quarter for which the relevant financial information is available is
greater than 2.50 to 1.00 (and this second proviso shall not apply to or limit any such payment,
prepayment, repurchase, redemption, defeasance or segregation of funds so long as such ratio is
less than or equal to 2.50 to 1.00), the Borrower may pay, prepay, repurchase, redeem, defease or
segregate funds with respect to Senior Subordinated Notes or Senior Unsecured Notes only so long as
the aggregate amount expended in connection with such payment, prepayment, repurchase or redemption
of or defeasance or segregation of funds made on or after July 1, 2011, when added to the aggregate
amount expended in connection with Stock Payments made on or after July 1, 2011 pursuant to the
proviso of Section 7.6(b), shall not exceed, during any such fiscal year (including repurchases,
repayments or prepayments made when this restriction is not applicable), the sum of (A)
$75,000,000, (B) 50% of the Consolidated Net Income Amount and (C) 100% of the aggregate Net Cash
Proceeds received by the Borrower since the Restatement Effective Date as a contribution to its
common equity capital or from the issue or sale of Capital Stock of the Borrower (other than
Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the Borrower that have been converted into or
exchanged for such Capital Stock (other than Capital Stock (or Disqualified Stock or debt
securities) sold to a Subsidiary of the Borrower).




          (b) 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 Senior Subordinated Notes or the
Senior Subordinated Note Indenture if, after giving effect thereto, the relevant Senior
Subordinated Notes would cease to satisfy the requirements of Section 7.2(f), other than the
requirement to be in pro forma compliance with Section 7.1.




          (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 Senior Unsecured Notes or
the Senior Unsecured Note Indenture if, after giving effect thereto, the relevant Senior
Unsecured Notes would cease to satisfy the requirements of the definition of “Senior Unsecured
Notes”.





66









 








          (d) Amend, modify, waive or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of any Qualified Preferred Stock if,
after giving effect thereto, the relevant Qualified Preferred Stock would cease to satisfy the
requirements of the definition thereof, other than the requirement to be in pro
forma compliance with Section 7.1.




          (e) Designate any Indebtedness (other than obligations of the Loan Parties pursuant to the
Loan Documents) as “Designated Senior Indebtedness” (howsoever defined) for the purposes of the
Senior Subordinated Note Indenture.




          7.10. Transactions with Affiliates. Enter into any transaction, including any
purchase, sale, lease or exchange of property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the Borrower or any Wholly
Owned Subsidiary) unless such transaction is (a) otherwise permitted under this Agreement, (b) in
the ordinary course of business of the Borrower or such Subsidiary, as the case may be, and (c)
upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case
may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate, provided that the foregoing limitation shall not apply to (i) Investments, Dispositions
or Restricted Payments involving the Insurance Subsidiary to the extent expressly permitted by this
Agreement or (ii) Restricted Payments that are permitted by Section 7.6 hereof.




          7.11. Sales/Leaseback Transactions. Enter into any Sale/Leaseback Transaction other
than with respect to any assets disposed of pursuant to Section 7.5(e) or (k).




          7.12. Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on a
day other than December 31 or change the Borrower’s method of determining fiscal quarters.




          7.13. Negative Pledge Clauses. Enter into or suffer to exist or become effective any
agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries (other
than the Insurance Subsidiary) to create, incur, assume or suffer to exist any Lien upon any of its
property (other than Margin Capital Stock that is held by the Borrower as treasury stock or that is
held by any of its Subsidiaries) or revenues, whether now owned or hereafter acquired, other than
(a) this Agreement and the other Loan Documents, (b) any agreement governing any purchase money
Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or
limitation shall only be effective against the assets financed thereby and proceeds thereof), (c)
any agreement acquired pursuant to a Permitted Acquisition or a Permitted Foreign Acquisition that
restricts assignment of such acquired agreement, provided that such restrictions on assignment were
not entered into in contemplation of or in connection with such Permitted Acquisition or Permitted
Foreign Acquisition and (d) any agreement governing any other Indebtedness permitted under Section
7.2 and owed to Persons that are not Subsidiaries of the Borrower, provided that such
agreement does not impair the ability of the Loan Parties to comply with Section 6.9.




          7.14. Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the
Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held
by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make
loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower
or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except
for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing
under the Loan Documents, (ii) restrictions in effect on the Restatement Effective Date and listed on Schedule 7.14, (iii) in
the case of clause (c) above, customary non-assignment clauses in leases and other contracts
entered into in the ordinary course of business, (iv) any restrictions with respect to a Subsidiary
imposed pursuant to an






67









 







agreement that has been entered into in connection with the Disposition of
all or substantially all of the Capital Stock or assets of such Subsidiary, (v) restrictions with
respect to a Subsidiary acquired pursuant to a Permitted Acquisition (provided that such
restrictions were not entered into in contemplation of or in connection with such Permitted
Acquisition) and restrictions with respect to a Foreign Subsidiary arising under applicable law,
(vi) consensual arrangements with insurance regulators with respect to the Insurance Subsidiary and
(vii) restrictions applicable to Foreign Subsidiaries arising with respect to Indebtedness of
Foreign Subsidiaries permitted pursuant to Section 7.2.




          7.15. Lines of Business. (a) In the case of the Borrower and its Subsidiaries (other
than the Insurance Subsidiary), enter into any business, either directly or through any Subsidiary,
except for (i) those businesses in which the Borrower or any of its Subsidiaries are engaged on the
Restatement Effective Date, (ii) any business involved in or associated with providing or servicing
payday loans, money wires, payroll advances, check-cashing services or other loans to consumers,
any business associated with servicing loans to franchisees of the Borrower or its Subsidiaries,
(iii) any business involved in or associated with servicing furniture, appliances, electronics,
computers or other similar items or (iv) any business reasonably related or incidental to any of
the businesses described above.




          (b) In the case of the Insurance Subsidiary, enter into any business, except for providing
insurance services to the Borrower and its Subsidiaries and activities reasonably related thereto.




SECTION 8. EVENTS OF DEFAULT




          If any of the following events shall occur and be continuing:





     (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement
Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay
any interest on any Loan or Reimbursement Obligation, or any Loan Party shall fail to pay
any other amount payable hereunder or under any other Loan Document, within five days after
any such interest or other amount becomes due in accordance with the terms hereof; or




     (b) any representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or that is contained in any certificate, document or financial or
other statement furnished by it at any time under or in connection with this Agreement or
any such other Loan Document shall prove to have been inaccurate in any material respect on
or as of the date made or deemed made; or




     (c) any Loan Party shall default in the observance or performance of any agreement
contained in clause (i) or (ii) of Section 6.4(a) (with respect to the Borrower only),
Section 6.7(a) or Section 7 of this Agreement or Section 5.8(b) of the Guarantee and
Collateral Agreement; or




     (d) any Loan Party shall default in the observance or performance of any other
agreement contained in this Agreement or any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall continue unremedied for
a period of 30 days after notice to the Borrower from the Administrative Agent or the
Required Lenders; or




     (e) the Borrower or any of its Subsidiaries shall (i) default in making any payment of
any principal of any Indebtedness (including any Guarantee Obligation, but excluding the
Loans) on the scheduled or original due date with respect thereto; or (ii) default in making
any payment of any interest on any such Indebtedness beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was created; or (iii)
default in the



68









 






observance or performance of any other agreement or condition relating to any
such Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or beneficiary of
such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause,
with the giving of notice if required, such Indebtedness to become due prior to its stated
maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to
become payable; provided, that a default, event or condition described in clause
(i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of
Default unless, at such time, one or more defaults, events or conditions of the type
described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be
continuing with respect to Indebtedness the outstanding principal amount of which exceeds in
the aggregate $50,000,000; or




     (f) (i) the Borrower or any of its Subsidiaries shall commence any case, proceeding or
other action (A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar official for it
or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries
shall make a general assignment for the benefit of its creditors; or (ii) there shall be
commenced against the Borrower or any of its Subsidiaries any case, proceeding or other
action of a nature referred to in clause (i) above that (A) results in the entry of an order
for relief or any such adjudication or appointment or (B) remains undismissed, undischarged
or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower
or any of its Subsidiaries any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or any
substantial part of its assets that results in the entry of an order for any such relief
that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60
days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take any
action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any
of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its
Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or




     (g) (i) the occurrence of a non-exempt “prohibited transaction” (as defined in Section
406 and 408 of ERISA or Section 4975 of the Code) involving any Plan with respect to which
the Borrower or any Commonly Controlled Entity is liable; (ii) any failure to meet the
minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section
302 of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan
or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any
Commonly Controlled Entity; (iii) a Single Employer Plan shall be determined to be, or be
expected to be, in “at risk” status (within the meaning of Section 430 of the Code or
Section 303 of ERISA); (iv) a Reportable Event shall occur with respect to, or proceedings
shall commence under Title IV of ERISA to have a trustee appointed, or a trustee shall be
appointed under Title IV of ERISA, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a trustee is, in the
reasonable opinion of the Required Lenders, likely to result in the termination of such
Single Employer Plan in a distress termination under Section 4041(c) of ERISA; (v) any
Single Employer Plan shall terminate in a “distress termination” or an “involuntary
termination,” as such terms are defined in Title IV of ERISA; (vi)
the Borrower or any Commonly Controlled Entity shall, or could reasonably be expected
to, incur any liability in connection with (x) any withdrawal from a Single Employer Plan or
a Multiemployer Plan, or (y) Insolvency or Reorganization of, a Multiemployer Plan or any



69









 






 determination that such Multiemployer Plan is in endangered or critical status; or (vii) any
other event or condition shall occur or exist with respect to a Plan or Multiemployer Plan;
and in each case in clauses (i) through (vii) above, such event or condition, together with
all other such events or conditions, if any, could reasonably be expected to have a Material
Adverse Effect; or




     (h) one or more judgments or decrees shall be entered against the Borrower or any of
its Subsidiaries involving in the aggregate a liability (not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage) of
$50,000,000 or more, and all such judgments or decrees shall not have been vacated,
discharged, satisfied, stayed or bonded pending appeal within 30 days from the entry
thereof; or




     (i) any of the Security Documents shall cease, for any reason, to be in full force and
effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien
created by any of the Security Documents shall cease to be enforceable and of the same
effect and priority purported to be created thereby; or




     (j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement
shall cease, for any reason (other than, with respect to the guarantee of a Subsidiary, (i)
as a result of a merger of such Subsidiary into the Borrower in accordance with the terms of
this Agreement or (ii) as a result of a release pursuant to Section 8.15(b) of the Guarantee
and Collateral Agreement), to be in full force and effect or any Loan Party or any Affiliate
of any Loan Party shall so assert; or




     (k) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), excluding the
Permitted Investors, shall at any time become, or obtain rights (whether by means of
warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)
3 and 13(d) 5 under the Exchange Act), directly or indirectly, of a percentage equal to 35%
or more of the Voting Stock of the Borrower; (ii) the board of directors of the Borrower
shall cease to consist of a majority of Continuing Directors; (iii) a Specified Change of
Control shall occur or (iv) the Borrower shall cease to own, directly or indirectly, 100% of
the Voting Stock of RAC East or Rent-A-Center West, Inc.;


then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or
(ii) of paragraph (f) above with respect to the Borrower, automatically the Revolving Commitments
shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents (including all amounts of LC
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and payable, and (B) if
such event is any other Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of
the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the
Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of LC Obligations, whether
or not the beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable. Upon the
occurrence and during the continuation of an Event of Default, the Administrative Agent and the
Lenders shall be entitled to exercise any and all remedies available under the Security Documents,
including, without








70









 







limitation, the Guarantee and Collateral Agreement and the Mortgages, or
otherwise available under applicable law or otherwise. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an acceleration
pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account
opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit, and the Borrower hereby grants to the Administrative Agent, for
the ratable benefit of the Secured Parties, a continuing security interest in all amounts at any
time on deposit in such cash collateral account to secure the undrawn and unexpired amount of such
Letters of Credit and all other Obligations. Amounts held in such cash collateral account shall be
applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit,
and the unused portion thereof after all such Letters of Credit shall have expired or been fully
drawn upon, if any, shall be applied to repay other obligations of the Loan Parties hereunder and
under the other Loan Documents. After all such Letters of Credit shall have expired or been fully
drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of
the Loan Parties hereunder and under the other Loan Documents shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the Borrower (or such other
Person as may be lawfully entitled thereto). Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind (other than notices expressly
required pursuant to this Agreement and any other Loan Document) are hereby expressly waived by the
Borrower.




SECTION 9. THE AGENTS




          9.1. Appointment. Each Lender hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents,
and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take
such action on its behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Administrative Agent.




          9.2. Delegation of Duties. The Administrative Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.




          9.3. Exculpatory Provisions. Neither any Agent nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from its or
such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made by any Loan Party
or any officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in, or received by the
Agents under or in connection with, this Agreement or any other Loan
Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Loan Document or for any failure of any Loan Party party thereto to
perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to
any Lender to





71









 







ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of any Loan Party.




          9.4. Reliance by Administrative Agent. The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed in good faith by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and statements of legal
counsel (including counsel to the Borrower), independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if
so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if
so specified by this Agreement, all Lenders), and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.




          9.5. Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default”.
In the event that the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such action with respect
to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if
so specified by this Agreement, all Lenders); provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.




          9.6. Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges
that neither the Agents nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to it and that no act
by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate
of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any
Lender. Each Lender represents to the Agents that it has, independently and without reliance upon
any Agent or any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their affiliates and
made its own decision to make its extensions of credit hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without reliance upon any Agent or any
other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial and
other condition and creditworthiness of the Loan Parties and their affiliates. Except for
notices, reports and other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility
to provide any Lender with





72









 







any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or
any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates.




          9.7. Indemnification. The Lenders agree to indemnify each Agent and each Joint Lead
Arranger in its capacity as such (to the extent not reimbursed by the Borrower and without limiting
the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure
Percentages in effect on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have terminated and the
Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages
immediately prior to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on,
incurred by or asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent or such Joint Lead Arranger, as the case may be, under or in
connection with any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from such Agent’s or such Joint Lead Arranger’s,
as the case may be, gross negligence or willful misconduct. The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.




          9.8. Agent in Its Individual Capacity. Each Agent and its affiliates may make loans
to, accept deposits from and generally engage in any kind of business with any Loan Party as though
such Agent was not an Agent. With respect to its Loans made or renewed by it and with respect to
any Letter of Credit issued or participated in by it, each Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as
though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its
individual capacity.




          9.9. Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If (a) the
Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan
Documents or (b) either (i) the Administrative Agent is a Lender and is a Defaulting Lender or (ii)
the Administrative Agent is not a Lender and satisfies the circumstances described in clause (b) of
the definition of Defaulting Lender, then the Required Lenders shall appoint from among the Lenders
a successor agent for the Lenders, which successor agent shall (unless an Event of Default under
Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably withheld, delayed or
conditioned), whereupon such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective
upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or deed on the part
of such former Administrative Agent or any of the parties to this Agreement or any holders of the
Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is
10 days following a retiring Administrative Agent’s notice of resignation or its designation as a
Defaulting Lender, the retiring Administrative Agent’s resignation or removal shall nevertheless
thereupon become effective and the Lenders shall
assume and perform all of the duties of the Administrative Agent hereunder until such time, if
any, as the Required Lenders appoint a successor agent as provided for above. After any retiring
Administrative Agent’s resignation or removal as Administrative Agent, the provisions of this
Section 9 shall inure to its





73









 







benefit as to any actions taken or omitted to be taken by it while it
was Administrative Agent under this Agreement and the other Loan Documents.




          9.10. Authorization to Release Guarantees and Liens. Notwithstanding anything to the
contrary contained herein or in any other Loan Document, the Administrative Agent is hereby
irrevocably authorized by each of the Lenders (without requirement of notice to or vote or consent
of any Lender, except as expressly required by Section 10.1, or any affiliate of any Lender that is
a party to any Specified Hedge Agreement) to take any action requested by the Borrower having the
effect of releasing any Collateral or guarantee obligations to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or that has been consented to
in accordance with Section 10.1 and the Administrative Agent shall do so if so requested.




          9.11. Syndication Agents. The Syndication Agents shall not have any duties or
responsibilities hereunder in their respective capacities as such.




SECTION 10. MISCELLANEOUS




          10.1. Amendments and Waivers. Neither this Agreement, any other Loan Document, nor
any terms hereof or thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into
written amendments, supplements or modifications hereto and to the other Loan Documents for the
purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on
such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be,
may specify in such instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided, however, that no such
waiver and no such amendment, supplement or modification shall (i) forgive, reduce, extend or waive
the principal amount or extend or waive the final scheduled date of maturity of any Loan or
Reimbursement Obligation, extend or waive the scheduled date of any amortization payment in respect
of any Term Loan, reduce the stated rate of any interest or fee payable hereunder or extend or
waive the scheduled date of any payment thereof, increase the amount or extend the expiration date
of any Lender’s Commitment, in each case without the written consent of each Lender directly
affected thereby; (ii) amend, modify or waive any provision of this Section 10.1 or reduce any
percentage specified in the definition of Required Lenders, consent to the assignment or transfer
by any Loan Party of any of its rights and obligations under this Agreement and the other Loan
Documents, or release all or substantially all of the Collateral or all or substantially all of the
Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each
case without the written consent of all Lenders; (iii) reduce the percentage specified in the
definition of Majority Facility Lenders with respect to any Facility without the written consent of
all Lenders under such Facility; (iv) amend, modify or waive any provision of Section 9 without the
written consent of the Administrative Agent; (v) amend, modify or waive any provision of Section
2.3 or 2.6 without the written consent of the Swingline Lender; (vi) amend, modify or waive any
provision of Section 3 without the written consent of the Issuing Lender or (vii) amend, modify or
waive any provision of Section 2.17 without the written consent of the Majority Facility Lenders in
respect of each Facility adversely affected thereby. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall be binding upon the
Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights hereunder and under
the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured
and not





74









 







continuing; but no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.




          Notwithstanding the foregoing, this Agreement may be amended to the extent necessary to
facilitate the making of Incremental Loans in an aggregate principal amount of up to $250,000,000
pursuant to Sections 2.1(c) and 2.2(b) and matters related thereto upon (a) execution and delivery
by the Borrower, the Administrative Agent and each Lender providing Incremental Loans of an
Increased Term Facility Activation Notice or an Increased Revolving Facility Activation Notice, as
the case may be, and (b) delivery of such other documents with respect thereto as the
Administrative Agent may reasonably request.




          In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, the Administrative Agent and the
Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the
extensions of credit from time to time outstanding thereunder and the accrued interest and fees in
respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents
with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (b) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and Majority Facility Lenders.




          In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Borrower and the Lenders providing the relevant
Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of
all (but not less than all) outstanding Term Loans (“Refinanced Term Loans”) with a
replacement term loan hereunder (“Replacement Term Loans”), provided that (a) the
aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal
amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans
shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted
average life to maturity of such Replacement Term Loans shall not be shorter than the weighted
average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all
other terms applicable to such Replacement Term Loans shall be substantially identical to, or less
favorable to the Lenders providing such Replacement Term Loans than, those applicable to such
Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms
applicable to any period after the latest final maturity of the relevant Term Loans in effect
immediately prior to such refinancing. The election by any Lender to provide or participate in the
Replacement Term Loans shall not obligate any other Lender to so provide or participate. The
Borrower shall pay to any Lender who elects not to provide or participate in any Replacement Term
Loans an amount equal to the relevant outstanding Term Loans (plus any accrued and unpaid interest
or other amounts due in connection therewith) held by such Lender prior to or simultaneously with
any refinancing, replacement or modification of relevant outstanding Term Loans hereunder.




          10.2. Notices. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered, or three Business
Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the Administrative Agent, and as set
forth in an administrative questionnaire delivered to the Administrative Agent or Assignment and
Acceptance (as applicable) in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto:







75









 








	 	 	 	 	 

	 

	 	The Borrower:
	 	Rent-A-Center, Inc.
	 

	 	 	 	5501 Headquarters Drive
	 

	 	 	 	Plano, Texas 75024
	 

	 	 	 	Attention: Robert D. Davis, Executive Vice President — Finance,
	 

	 	 	 	                  Chief Financial Officer and Treasurer
	 

	 	 	 	Telecopy: (972) 943-0113
	 

	 	 	 	Telephone: (972) 801-1200
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	 	 	Rent-A-Center, Inc.
	 

	 	 	 	5501 Headquarters Drive
	 

	 	 	 	Plano, Texas 75024
	 

	 	 	 	Attention: Ronald D. DeMoss, Executive Vice President,
	 

	 	 	 	                 General Counsel and Secretary
	 

	 	 	 	Telecopy: (972) 801-1476
	 

	 	 	 	Telephone: (972) 801-1200
	 
	 	 	 	 
	 

	 	with copies to:
	 	Fulbright & Jaworski L.L.P.
	 

	 	 	 	2200 Ross Avenue, Suite 2800
	 

	 	 	 	Dallas, Texas 75201
	 

	 	 	 	Attention: Thomas W. Hughes
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	 	 	Fulbright & Jaworski L.L.P.
	 

	 	 	 	1301 McKinney, Suite 5100
	 

	 	 	 	Houston, Texas 77010
	 

	 	 	 	Attention: Joshua P. Agrons
	 
	 	 	 	 
	 

	 	The Administrative Agent	 	 
	 

	 	and the Issuing Lender:
	 	JPMorgan Chase Bank, N.A.
	 

	 	 	 	Loan and Agency Services
	 

	 	 	 	10 South Dearborn, Floor 19
	 

	 	 	 	Chicago, IL 60603-2003
	 

	 	 	 	Attention: Nanette Wilson
	 

	 	 	 	Telecopy: (312) 385-7084
	 

	 	 	 	Telephone: (312) 385-7096





provided that any notice, request or demand to or upon the Administrative Agent or the
Lenders shall not be effective until received.




          10.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or
privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.







76









 








          10.4. Survival of Representations and Warranties. All representations and warranties
made hereunder, in the other Loan Documents and in any document, certificate or statement delivered
pursuant hereto or in connection herewith shall survive the execution and delivery of this
Agreement and the making of the Loans and other extensions of credit hereunder.




          10.5. Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the
Administrative Agent and each Joint Lead Arranger for all its reasonable out-of-pocket costs and
expenses incurred in connection with the syndication of the Facilities, the development,
preparation and execution of, and any amendment, supplement or modification to, this Agreement and
the other Loan Documents and any other documents prepared in connection herewith or therewith, and
the consummation and administration of the transactions contemplated hereby and thereby (including
the reasonable fees, disbursements and other charges of one outside counsel for the Administrative
Agent and, if reasonably necessary, of one local counsel and one applicable regulatory counsel in
each relevant material jurisdiction to all such Persons) and filing and recording fees and expenses
and the charges of IntraLinks, in each case from time to time on a quarterly basis or such other
periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each
Lender and the Administrative Agent (in the case of each Lender, after the occurrence and during
the continuance of an Event of Default) for all its costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including the fees and disbursements of counsel (including the fees,
disbursements and other charges of one outside counsel for the Administrative Agent and one outside
counsel for the Lenders and, solely in the case of a conflict of interest, one additional counsel
for all affected Persons that are similarly situated (and, if reasonably necessary, of one local
counsel and one applicable regulatory counsel in each relevant material jurisdiction for all such
Persons)), (c) to pay, indemnify, and hold each Lender and each Agent harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or resulting from any delay
in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of, or any waiver or
consent under or in respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender, each Joint Lead Arranger and each Agent
and their respective officers, directors, trustees, employees, affiliates, agents, controlling
persons and investment advisors who manage a Lender (each, an “Indemnitee”) harmless from
and against any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to
the arrangement, execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any of the foregoing
relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of the Borrower or any of its
Subsidiaries or any of the Properties or the use by unauthorized persons of information or other
materials sent through electronic, telecommunications or other information transmission systems
that are intercepted by such persons without the consent of the Indemnitee and the reasonable fees
and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee
against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively,
the “Indemnified Liabilities”), provided, that the Borrower shall have no
obligation hereunder to any
Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities arise from the gross negligence or willful misconduct of such Indemnitee or
a material breach by such Indemnitee of its obligations under this Agreement. Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so
waive, all rights for contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind
or nature, under or related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this






77









 







Section 10.5 shall be payable not later than 10 Business Days after written demand therefor.
Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Robert D.
Davis (Telephone No. 972-801-1204) (Telecopy No. 972-943-0113), at the address of the Borrower set
forth in Section 10.2, or to such other Person or address as may be hereafter designated by the
Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5
shall survive repayment of the Loans and all other amounts payable hereunder.




          10.6. Successors and Assigns; Participations and Assignments. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender
that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null
and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees (each, an “Assignee”), other than a natural person, all or a
portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent of:





     (A) the Borrower (such consent not to be unreasonably withheld, delayed or
conditioned), provided that no consent of the Borrower shall be required for
an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined
below) or, if an Event of Default has occurred and is continuing, any other Person;
and provided, further, that the Borrower shall be deemed to have
consented to any such assignment unless the Borrower shall object thereto by written
notice to the Administrative Agent within five Business Days after having received
written notice thereof;




     (B) the Administrative Agent (such consent not to be unreasonably withheld,
delayed or conditioned), provided that no consent of the Administrative
Agent shall be required for an assignment of all or any portion of a Term Loan to a
Lender, an Affiliate of a Lender or an Approved Fund; and




     (C) in the case of assignments of Revolving Commitments, the Issuing Lender.



          (ii) Assignments shall be subject to the following additional conditions:





     (A) except in the case of an assignment to a Lender, an Affiliate of
a Lender or an Approved Fund or an assignment of the entire remaining amount of the
assigning Lender’s Commitment or Loans under any Facility, the amount of the
Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$10,000,000, in each case unless each of the Borrower and the Administrative Agent
otherwise consent, provided that (1) no such consent of the Borrower shall
be required if an Event of Default has occurred and is continuing and (2) such
amounts shall be aggregated in respect of each Lender and its Affiliates or Approved
Funds, if any;




     (B) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and



78









 







recordation fee of $3,500 (with only one such fee payable in connection with
multiple, simultaneous assignments); and




     (C) the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an administrative questionnaire.


For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a
natural person) that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.





     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) below,
from and after the effective date specified in each Assignment and Assumption the Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in
the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.5). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.




     (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount (and stated interest) of the Loans and LC Obligations
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
Absent manifest error, the entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary.




     (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire
(unless the Assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and promptly record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.



               (c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a “Participant”) in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (C) the Borrower, the Administrative
Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement pursuant to which a Lender sells






79









 







such a participation shall provide that such Lender shall retain the sole right to enforce
this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver that both (1) requires
the consent of each Lender directly affected thereby pursuant to clause (i) of the proviso to the
second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph
(c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.18, 2.19 and 2.20 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.7(b) as though it were a
Lender, provided such Participant shall be subject to Section 10.7(a) as though it were a Lender.
Each Lender that sells a participation shall, acting solely for this purpose as an agent of the
Borrower, maintain a register on which it enters the name and address of each Participant and the
principal amounts (and stated interest) of each Participant’s interest in the Loans or other
obligations under this Agreement (the “Participant Register”). The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender shall treat each
person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary.




          (ii) Notwithstanding anything to the contrary, a Participant shall not be entitled to receive
any greater payment under Section 2.18 or 2.19 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent. Without
limiting the foregoing, no Participant shall be entitled to the benefits of Section 2.19 unless
such Participant agrees to comply and complies with Section 2.19 as if it were a Lender.




          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and including, further, in the case of
any Lender that is a Fund, any pledge or assignment to any holders of obligations owed, or
securities issued, by such Lender including to any trustee for, or any representative of, such
holders, and this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as
a party hereto.




          (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue
Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph
(d) above.




          10.7. Adjustments; Setoff. (a) Except to the extent that this Agreement expressly
provides for payments to be allocated to a particular Lender or to the Lenders under a particular
Facility, if any Lender (a “Benefitted Lender”) shall at any time receive any payment of
all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred
to in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of the Obligations owing to such other Lender,
such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in
such portion of the Obligations owing to each such other Lender, or shall provide such other
Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted
Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but without interest.







80









 








               (b) In addition to any rights and remedies of the Lenders provided by law, each Lender and its
Affiliates shall have the right, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law, upon any amount
becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration
or otherwise), to set off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender, such Affiliate or any
branch or agency of any thereof to or for the credit or the account of the Borrower. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and
application made by such Lender or any of its Affiliates, provided that the failure to give
such notice shall not affect the validity of such setoff and application.



          10.8. Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement 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 Agreement 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. A set of the copies of this Agreement signed
by all the parties shall be lodged with the Borrower and the Administrative Agent.




          10.9. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




          10.10. Integration. This Agreement and the other Loan Documents represent the
agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject
matter hereof, and there are no promises, undertakings, representations or warranties by the
Borrower, the Administrative Agent or any Lender relative to subject matter hereof not expressly
set forth or referred to herein or in the other Loan Documents.




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




          10.12. Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and
unconditionally:





     (a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;



81









 






     (c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other
address of which the Administrative Agent shall have been notified pursuant thereto;




     (d) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and




     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.




     10.13. Acknowledgements. The Borrower hereby acknowledges that:




     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;




     (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with
or duty to the Borrower arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Administrative Agent and Lenders, on
one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and




     (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or among the
Borrower and the Lenders.



          10.14. Confidentiality. Each of the Administrative Agent and each Lender agrees to
keep confidential all non-public information provided to it by or on behalf of the Borrower or any
of its Subsidiaries pursuant to this Agreement that is designated by such Person as confidential;
provided that nothing herein shall prevent the Administrative Agent or any Lender from
disclosing any such information (a) to the Administrative Agent, any other Lender or any Affiliate
or Approved Fund of any Lender, (b) to any participant or assignee or prospective participant or
assignee that agrees in writing to comply with the provisions of this Section, (c) to its
employees, directors, trustees, agents, attorneys, accountants, investment advisors and other
professional advisors or those of any of its affiliates, (d) upon the request or demand of any
Governmental Authority, (e) in response to any order of any court or other Governmental Authority
or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to
do so in connection with any litigation or similar proceeding, provided that in the case of any
such request or requirement, the Administrative Agent or Lender (as applicable) so requested or
required to make such disclosure shall as soon as practicable notify the Borrower thereof, (g) that
has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any
similar organization or any nationally recognized rating agency that requires access to information
about a Lender’s investment portfolio in connection with ratings issued with respect to such
Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan
Document or (j) to any pledgee referred to in Section 10.6(d) or any direct or indirect contractual
counterparty in swap agreements with the Borrower or such contractual counterparty’s professional
advisor (so long as such pledgee or contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section 10.14).




          10.15. WAIVERS OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL






82









 







ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.




          10.16. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the Act.




          10.17. No Novation, etc. (a) The terms and conditions of the Existing Credit
Agreement are amended as set forth in, and restated in their entirety and superseded by, this
Agreement. Nothing in this Agreement shall be deemed to be a novation of any of the Obligations as
defined in the Existing Credit Agreement. Notwithstanding any provision of this Agreement or any
other Loan Document or instrument executed in connection herewith, the execution and delivery of
this Agreement and the incurrence of Obligations hereunder shall be in substitution for, but not in
payment of, the Obligations owed by the Loan Parties under the Existing Credit Agreement.




               (b) From and after the Restatement Effective Date, each reference to the “Agreement”, “Credit
Agreement” or other reference originally applicable to the Existing Credit Agreement contained in
any Loan Document shall be a reference to this Agreement, as amended, supplemented, restated or
otherwise modified from time to time.



          10.18. Waiver of Prior Notice of Prepayment Under Existing Credit Agreement. By its
execution of this Agreement, each Lender that is a party to the Existing Credit Agreement hereby
waives any requirement thereunder for prior notice of the termination of the commitments thereunder
and prepayment of any loans outstanding thereunder.






83









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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/ Robert D. Davis
 	 
	 	 	Name:  	Robert D. Davis 	 
	 	 	Title:  	Executive Vice President — Finance

Chief Financial Officer and Treasurer 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

       as Administrative Agent and a Lender

 	 
	 	By:  	/s/ Scott Harvey
 	 
	 	 	Name:  	Scott Harvey 	 
	 	 	Title:  	Executive Director 	 
	 






 











 





	 	 	 	 	 
	 	NAME OF LENDER: Amegy Bank National Association, 

as a Lender

 	 
	 	By:  	/s/ Monica Libbey
 	 
	 	 	Name:  	Monica Libbey 	 
	 	 	Title:  	Vice President 	 
	 
	 	NAME OF LENDER: Branch Banking & Trust Company, 

as a Lender

 	 
	 	By:  	/s/ Sarah Bryson
 	 
	 	 	Name:  	Sarah Bryson 	 
	 	 	Title:  	Vice President 	 
	 
	 	NAME OF LENDER: Bank of America, N.A.,

as a Lender

 	 
	 	By:  	/s/ Scott Blackman
 	 
	 	 	Name:  	Scott Blackman 	 
	 	 	Title:  	VP 	 
	 
	 	NAME OF LENDER: BOKF, N.A. dba Bank of Texas,

as a Lender

 	 
	 	By:  	/s/ David K. Felan
 	 
	 	 	Name:  	David K. Felan 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	NAME OF LENDER: Citibank, N.A.,

as a Lender

 	 
	 	By:  	/s/ David C. Hauglid
 	 
	 	 	Name:  	David C. Hauglid 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NAME OF LENDER: Comerica Bank,

as a Lender

 	 
	 	By:  	/s/ Chris Reed
 	 
	 	 	Name:  	Chris Reed 	 
	 	 	Title:  	Corporate Banking Officer 	 
	 
	 	NAME OF LENDER: Compass Bank,

as a Lender

 	 
	 	By:  	/s/ Randall Morrison
 	 
	 	 	Name:  	Randall Morrison 	 
	 	 	Title:  	Managing Director 	 
	 
	 	NAME OF LENDER: Fifth Third Bank,

as a Lender

 	 
	 	By:  	/s/ Mike Mendenhall
 	 
	 	 	Name:  	Mike Mendenhall 	 
	 	 	Title:  	Vice President 	 
	 
	 	NAME OF LENDER: HSBC Bank

USA National Association, as a Lender

 	 
	 	By:  	/s/ Charles R. Kreuter
 	 
	 	 	Name:  	Charles R. Kreuter 	 
	 	 	Title:  	Vice President 	 
	 
	 	NAME OF LENDER: HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY, 

as a Lender

 	 
	 	By:  	/s/ Lie-Pun Lin
 	 
	 	 	Name:  	Lie-Pun Lin 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NAME OF LENDER: INTRUST Bank, N.A.,

as a Lender

 	 
	 	By:  	/s/ Roger G. Eastwood
 	 
	 	 	Name:  	Roger G. Eastwood 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	NAME OF LENDER: ROYAL BANK OF CANADA, 

as a Lender

 	 
	 	By:  	/s/ Barton A. Lund
 	 
	 	 	Name:  	Barton A. Lund 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	NAME OF LENDER: Union Bank, N.A.,

as a Lender

 	 
	 	By:  	/s/ Christopher K. Freeman
 	 
	 	 	Name:  	Christopher K. Freeman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	NAME OF LENDER: Wells Fargo Bank,

as a Lender

 	 
	 	By:  	/s/ Ron Harrison
 	 
	 	 	Name:  	Ron Harrison 	 
	 	 	Title:  	Relationship Manager 	 
	 




 











 





SCHEDULE 1.1




EXISTING LETTERS OF CREDIT



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Letter of	 	Date of	 	Date of	 	 	 	 	 	 
	Credit	 	Original	 	Last	 	Next Expiry	 	 	 	 
	Number	 	Issue	 	Revision	 	Date	 	Beneficiary	 	Amount
	TPTS-223669

	 	10/25/2007
	 	10/25/2007
	 	10/22/2011
	 	Travelers Indemnity

Company (RWY)
	 	$	1,000,000.00	 
	D-250317

	 	8/17/2004
	 	2/5/2005
	 	8/12/2011
	 	United States
Fidelity and
Guaranty (Discovery
Managers, LTD)
	 	$	19,450,000.00	 
	D-237463

	 	8/5/2002
	 	8/8/2007
	 	8/5/2011
	 	United States
Fidelity and
Guaranty (Discovery
Managers, LTD)
	 	$	92,530,000.00	 
	D-211666

	 	8/5/1998
	 	8/10/2010
	 	8/10/2011
	 	Travelers Indemnity

Company
	 	$	2,848,000.00	 
	S-882051

	 	9/30/2010
	 	9/30/2010
	 	9/24/2011
	 	Hartford Fire

Insurance Company
	 	$	21,000,000.00	 






 









 






SCHEDULE 4.6




LITIGATION


None.









 









 








SCHEDULE 4.15




(a) SUBSIDIARIES



	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Name of Subsidiary:	 	Organization	 	Owner and Percentage Interest:
	Rent-A-Center East, Inc.

	 	Delaware
	 	Rent-A-Center, Inc. — 100%
	Legacy Insurance Co., Ltd.

	 	Bermuda
	 	Rent-A-Center, Inc. — 100%
	ColorTyme, Inc.

	 	Texas
	 	Rent-A-Center East, Inc. — 100%
	ColorTyme Finance, Inc.

	 	Texas
	 	ColorTyme, Inc. — 100%
	Rent-A-Center West, Inc.

	 	Delaware
	 	Rent-A-Center East, Inc. — 100%
	Remco America, Inc.

	 	Delaware
	 	Rent-A-Center West, Inc. — 100%
	Get It Now, LLC

	 	Delaware
	 	Rent-A-Center East, Inc. — 100%
	Rent-A-Center Texas, L.L.C.

	 	Nevada
	 	Rent-A-Center East, Inc. — 100%
	Rent-A-Center Texas, L.P.

	 	Texas
	 	Rent-A-Center East, Inc. — 0.1%
general partner
	 

	 	 	 	Rent-A-Center Texas, L.L.C. -
99.9% limited partner
	Rent-A-Center International, Inc.

	 	Delaware
	 	Rent-A-Center East, Inc. — 100%
	RAC National Product Service, LLC

	 	Delaware
	 	Rent-A-Center East, Inc. — 100%
	Rainbow Rentals, Inc.

	 	Ohio
	 	Rent-A-Center East, Inc. — 100%
	The Rental Store, Inc.

	 	Arizona
	 	Rent-A-Center East, Inc. — 100%
	Rent-A-Center Addison, L.L.C.

	 	Delaware
	 	Rent-A-Center Texas, L.P. — 100%
	RAC Canada Holdings

	 	Ontario, Canada
	 	Remco America, Inc. — 50%
general partner
	 

	 	 	 	Rent-A-Center International,
Inc. -50% limited partner
	RAC Canada Finance LP

	 	Ontario, Canada
	 	Remco America, Inc. — 1%
general partner
	 

	 	 	 	RAC Canada Holdings — 99%
limited partner
	Rent-A-Centre Canada, Ltd.

	 	Ontario, Canada
	 	RAC Canada Holdings — 100%
	RAC Mexico Holdings I, LLC

	 	Delaware
	 	Rent-A-Center West, Inc. — 100%
	RAC Mexico Holdings II, LLC

	 	Delaware
	 	Rent-A-Center West, Inc. — 100%






 









 






	 	 	 	 	 
	 	 	Jurisdiction of	 	 
	Name of Subsidiary:	 	Organization	 	Owner and Percentage Interest:
	RAC México Operaciones, S. de
R.L. de C.V.

	 	Mexico
	 	RAC Mexico Holdings I, LLC — 1%
general partner
	 

	 	 	 	RAC Mexico Holdings II, LLC -
99% limited partner
	RAC México Desarrollo Humano, S.
de R.L. de C.V.

	 	Mexico
	 	RAC Mexico Holdings I, LLC — 1%
general partner
	 

	 	 	 	RAC México Operaciones, S. de
R.L. de C.V. — 99% limited
partner






 









 






SCHEDULE 4.15




     (b) AGREEMENTS RELATING TO CAPITAL STOCK OF ANY SUBSIDIARY



None.







 









 








SCHEDULE 4.19(a)




UCC AND OTHER FILINGS/

JURISDICTIONS AND OFFICES



Uniform Commercial Code Filings


File financing statement describing the Collateral in each office described in the table below.




	 	 	 
	Company:	 	UCC Filing Jurisdiction:
	Rent-A-Center, Inc.

	 	Delaware Secretary of State
	Rent-A-Center East, Inc.

	 	Delaware Secretary of State
	ColorTyme, Inc.

	 	Texas Secretary of State
	ColorTyme Finance, Inc.

	 	Texas Secretary of State
	Rent-A-Center West, Inc.

	 	Delaware Secretary of State
	Remco America, Inc.

	 	Delaware Secretary of State
	Get It Now, LLC

	 	Delaware Secretary of State
	Rent-A-Center Texas, L.L.C.

	 	Nevada Secretary of State
	Rent-A-Center Texas, L.P.

	 	Texas Secretary of State
	Rent-A-Center International, Inc.

	 	Delaware Secretary of State
	RAC National Product Service, LLC

	 	Delaware Secretary of State
	Rainbow Rentals, Inc.

	 	Ohio Secretary of State
	The Rental Store, Inc.

	 	Arizona Secretary of State
	Rent-A-Center Addison, L.L.C.

	 	Delaware Secretary of State
	RAC Mexico Holdings I, LLC

	 	Delaware Secretary of State
	RAC Mexico Holdings II, LLC

	 	Delaware Secretary of State






Patent and Trademark Filings




Recordation with the U. S. Patent and Trademark office.




Copyright Filings



Recordation with the U.S. Copyright Office.



 









 





Actions with respect to Chattel Paper, Negotiable Documents and Instruments




File financing statement describing the Collateral in each office described in the table above or
obtain possession with respect to Chattel Paper, Negotiable Documents and Instruments (each as
defined in the Guarantee and Collateral Agreement).




Actions with respect to Investment Property



File financing statement describing the Collateral in each office described in the table above or
obtain control as described in the Uniform Commercial Code with respect to
Investment Property (as defined in the Guarantee and Collateral Agreement).



Actions with respect to Letter of Credit Rights



Obtain control as described in Uniform Commercial Code with respect to Letter of Credit Rights
(as defined in the Guarantee and Collateral Agreement).



 









 





SCHEDULE 4.19(b)




REAL PROPERTY


That certain 14.9954 acre tract of land, being a tract of land out of the Sam Brown Survey,
Abstract No. 108, in the City of Plano, Collin County, Texas, described in Deed to Rent-A-Center
Texas, L.P., dated December 7, 2005, recorded in the Land Records of Collin County, Texas, and
commonly known by its street address as 5501 Headquarters Drive, Plano, Texas 75024.








 









 








SCHEDULE 7.2(d)

EXISTING INDEBTEDNESS



Indebtedness outstanding under the 6-5/8% Senior Secured Notes due 2020 issued by Rent-A-Center,
Inc.



Obligations of ColorTyme, Inc. and Rent-A-Center East, Inc. to Texas Capital Bank, National
Association under that certain Franchisee Financing Agreement, dated April 30, 2002, but effective
as of June 28, 2002, as supplemented by that certain Supplemental Letter Agreement to Franchisee
Financing Agreement, dated May 26, 2003, and amended by that certain First Amendment to Franchisee
Financing Agreement, dated August 30, 2005.



Obligations of ColorTyme, Inc. (as borrower) and ColorTyme Finance, Inc. (as administrator) to
Citibank, N.A. under that certain Franchise Financing Agreement, dated as of August 2, 2010, as
guaranteed by (a) Rent-A-Center, Inc. pursuant to that certain Unconditional Guaranty, dated as of
August 2, 2010 and (b) ColorTyme Finance, Inc. pursuant to that certain Unconditional Guaranty,
dated as of August 2, 2010.



Indebtedness outstanding under the Existing Credit Agreement, which Indebtedness is being
maintained and/or converted, as applicable, to the extent provided in the Fourth Amended and
Restated Credit Agreement of which this Schedule 7.2(d) forms a part.










 









 








SCHEDULE 7.3(f)




EXISTING LIENS



	 	 	 	 	 	 	 	 	 
	Debtor Name	 	Jurisdiction	 	Lien Filings	 	Secured Party	 	Collateral
	Rent-A-Center, Inc.

	 	Delaware Sec. of
State
	 	UCC File No.
31349458 filed on
05/28/03*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
62433647 filed on
07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	Rent-A-Center West, Inc.

	 	Delaware Sec. of
State
	 	UCC File No.
31349268 filed on
05/28/03*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
62433639 filed on
07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	Rent-A-Center East, Inc.

	 	Delaware Sec. of
State
	 	UCC File No.
31349243 filed on
05/28/03*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
62650232 filed on
07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	RAC National Product
Service, LLC

	 	Delaware Sec. of
State
	 	UCC File No.
62433399 filed on
07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property






 









 






	 	 	 	 	 	 	 	 	 
	Debtor Name	 	Jurisdiction	 	Lien Filings	 	Secured Party	 	Collateral
	Remco America, Inc.

	 	Delaware Sec. of
State
	 	UCC File No.
31349144 filed on
05/28/03*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
62433498 filed on
07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	Rent-A-Center
International, Inc.

	 	Delaware Sec. of
State
	 	UCC File No.
33439414 filed on
12/31/03*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
62433571 filed on
07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	Get It Now, LLC

	 	Delaware Sec. of
State
	 	UCC File No.
31348948 filed on
05/28/03*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
62433365 filed on
07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	Rainbow Rentals, Inc.

	 	Ohio Sec. of State
	 	UCC File No.
OH00078211433 filed
on 06/09/04*
	 	JPMorgan Chase Bank,
as Administrative
Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
OH00104400548 filed
on 07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property






 









 






	 	 	 	 	 	 	 	 	 
	Debtor Name	 	Jurisdiction	 	Lien Filings	 	Secured Party	 	Collateral
	Rent-A-Center Addison,
LLC

	 	Delaware Sec. of
State
	 	UCC File No.
33439406 filed on
12/31/03*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
62433548 filed on
07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	ColorTyme, Inc.

	 	Texas Sec. of State
	 	UCC File No.
03-0029236944 filed
on 05/28/03*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
06-0023834339 filed
on 07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	ColorTyme Finance, Inc.

	 	Texas Sec. of State
	 	UCC File No.
06-0039183747 filed
on November 30,
2006*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	Rent-A-Center Texas, L.P.

	 	Texas Sec. of State
	 	UCC File No.
03-0029236833 filed
on 05/28/93*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	UCC File No.
06-002383440 filed
on 07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	Rent-A-Center Texas,
L.L.C.

	 	Nevada Sec. of State
	 	UCC File No.
2003014541-0 filed
on 05/28/03*
	 	JPMorgan Chase Bank,
as Administrative
Agent
	 	All personal property






 









 






	 	 	 	 	 	 	 	 	 
	Debtor Name	 	Jurisdiction	 	Lien Filings	 	Secured Party	 	Collateral
	 

	 	 	 	UCC File No.
2006022392-9 filed
on 07/14/06*
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	The Rental Store, Inc.

	 	Arizona Sec. of State
	 	[JPM to file]
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	RAC Mexico Holdings I,
LLC

	 	Delaware Sec. of
State
	 	[JPM to file]
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property
	 
	 	 	 	 	 	 	 	 
	RAC Mexico Holdings II,
LLC

	 	Delaware Sec. of
State
	 	[JPM to file]
	 	JPMorgan Chase Bank,
N.A., as
Administrative Agent
	 	All personal property








 




			
	*	 	Liens securing the indebtedness outstanding under the Existing Credit Agreement which is
being amended, restated and replaced by this Agreement.






 











 





SCHEDULE 7.14




EXISTING RESTRICTIONS



None.




 









 








Exhibit A




GUARANTEE AND COLLATERAL AGREEMENT




[Attached hereto is an executed final copy of the Amended and Restated Guarantee and
Collateral Agreement dated as of May 28, 2003, as amended, restated or otherwise
modified from time to time, made by each of the signatories thereto (together with any
other entity that may become a party thereto) in favor of JPMorgan Chase Bank, N.A.]





 









 








Exhibit B




FORM OF COMPLIANCE CERTIFICATE




     This Compliance Certificate is delivered to you pursuant to Section 6.2(b) of the Fourth
Amended and Restated Credit Agreement, dated as of July 14, 2011 (as amended, supplemented or
modified from time to time, the “Credit Agreement”), among RENT-A-CENTER, INC., a Delaware
corporation (the “Borrower”), the several banks and other financial institutions or
entities from time to time parties to the Credit Agreement (the “Lenders”), JPMorgan Chase
Bank, N.A., as administrative agent (the “Administrative Agent”), and the other agent
parties thereto. Capitalized terms used but not defined herein shall have the meanings assigned to
such terms in the Credit Agreement.



     1. I am the duly elected, qualified and acting [Chief Financial Officer] [President] [Chief
Executive Officer] [Treasurer] of the Borrower.



     2. I have reviewed and am familiar with the contents of this Certificate.



     3. I have reviewed the terms of the Credit Agreement and the Loan Documents and have made or
caused to be made under my supervision a review in reasonable detail of the transactions and
condition of the Borrower and its Subsidiaries during the accounting period covered by the
financial statements [attached hereto as Attachment 1] [made available at
www.rentacenter.com or through “EDGAR”] (the “Financial Statements”). Such review did not
disclose the existence during or at the end of the accounting period covered by the Financial
Statements, and I have no knowledge of the existence, as of the date of this Certificate, of any
Default or Event of Default [, except as set forth below].



     4. Attached hereto as Attachment 2 are the computations showing compliance with the
covenants set forth in Section 7.1, 7.2, 7.5, 7.6, 7.7 and 7.8 of the Credit Agreement.



     IN WITNESS WHEREOF, I execute this Certificate this _____ day of _________, 20_.



	 	 	 	 	 
	 	



RENT-A-CENTER, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Attachment 1




to Exhibit B




[Attach Financial Statements]




 









 








Attachment 2




to Exhibit B





     The information described herein is as of ____________, 20___, and pertains to the period from
____________ __, 20___ to ____________ __, 20__.



[Set forth Covenant Calculations]






 









 








Exhibit C




FORM OF CLOSING CERTIFICATE




     Pursuant to Sections 5.1(b) of the Fourth Amended and Restated Credit Agreement, dated as of
July 14, 2011 (as amended, supplemented or modified from time to time, the “Credit
Agreement”; terms defined therein being used herein as therein defined), among RENT-A-CENTER,
INC., a Delaware corporation (the “Borrower”), the several banks and other financial
institutions or entities from time to time parties to the Credit Agreement (the “Lenders”),
JPMORGAN CHASE BANK, N.A., as administrative agent, and the other agent parties thereto, the
undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF COMPANY] (the “Company”) hereby
certifies as follows:



     1. The representations and warranties of the Company set forth in each of the Loan Documents
to which it is a party or which are contained in any certificate furnished by or on behalf of the
Company pursuant to any of the Loan Documents to which it is a party are true and correct in all
material respects on and as of the date hereof with the same effect as if made on the date hereof,
except for representations and warranties expressly stated to relate to a specific earlier date, in
which case such representations and warranties were true and correct in all material respects on
and as of such earlier date.



     2. _______________ is the duly elected and qualified Corporate Secretary of the Company and
the signature set forth for such officer below is such officer’s true and genuine signature.



     3. No Default or Event of Default has occurred and is continuing as of the date hereof or
after giving effect to the Loans to be made and Letters of Credit to be issued on the date hereof.



     The undersigned Secretary of the Company certifies as follows:



     4. There are no liquidation or dissolution proceedings pending or to my knowledge threatened
against the Company, nor has any other event occurred adversely affecting or threatening the
continued corporate existence of the Company.



     5. The Company is a [corporation][limited liability company][limited partnership] duly
[incorporated] [formed], validly existing and in good standing under the laws of the jurisdiction
of its organization.



     6. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted
by the [board of directors][members] of the Company on ____________; such resolutions have not in
any way been amended, modified, revoked or rescinded, have been in full force and effect since
their adoption to and including the date hereof and are now in full force and effect and are the
only corporate proceedings of the Company now in force relating to or affecting the matters
referred to therein.



     7. Attached hereto as Annex 2 is a true and complete copy of the [By-Laws][Operating
Agreement][Agreement of Limited Partnership] of the Company as in effect on



 









 





the date hereof. Such [By-Laws][agreement] [were] [was] duly adopted by appropriate
organizational action, has not been rescinded, impaired or otherwise amended and remains in full
force and effect on and as of the date hereof.




     8. Attached hereto as Annex 3 is a true and complete copy of the Certificate of
[Incorporation][Organization][Formation][Limited Partnership] of the Company as in effect on the
date hereof. Such certificate remains in full force and effect on and as of the date hereof, and no
action has been taken by the Company, its [members], [board of managers][board of
directors][partners], or officers in contemplation of the filing of any other amendment thereto or
in contemplation of liquidation or dissolution of the Company.



     9. The following persons are now duly elected and qualified officers of the Company holding
the offices indicated next to their respective names below, and such officers have held such
offices with the Company at all times since the date indicated next to their respective titles to
and including the date hereof, and the signatures appearing opposite their respective names below
are the true and genuine signatures of such officers, and each of such officers (excluding the
Secretary) is duly authorized to execute and deliver on behalf of the Company each of the Loan
Documents or any other document to be delivered by the Company pursuant to the Loan Documents to
which it is a party, and each of such officers is duly authorized to execute and deliver on behalf
of the Company any certificate to be delivered by the Company pursuant to the Loan Documents to
which it is a party:



	 	 	 	 	 	 	 

	Name
	 	Office
	 	Date
	 	Signature
	 
	 	 
	 	 
	 	 





     IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
below.



	 	 	 
	 

	 

	 	 
	Name:

	 	Name:
	Title:

	 	Title:






Date: ____________, 2011











 









 








Exhibit D




FORM OF ASSIGNMENT AND ASSUMPTION




This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into between the Assignor named below (the
“Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.




     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including any letters of credit, guarantees, and swingline
loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the foregoing, including
contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.



	 	 	 	 	 

	1.

	 	Assignor:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	2.

	 	Assignee:	 	 
	 

	 	 	 	 
	 

	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 
	 	 	 	 
	3.

	 	Borrower:
	 	Rent-A-Center, Inc.







	4.	 	Administrative Agent: ________________, as administrative agent under the Credit Agreement







 




			
	1	 	Select as applicable.




3









 










	 	 	 	 	 

	5.

	 	Credit Agreement:
	 	The Fourth Amended and Restated Credit Agreement dated as of July 14, 2011 among Rent-A-Center,
Inc., the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the
other agents parties thereto
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	Amount of	 	 	 	 
	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	Percentage Assigned of	 
	Facility Assigned2	 	for all Lenders	 	 	Assigned	 	 	Commitment/Loans3	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 






Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]




The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire
in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower, the Loan
Parties and their Affiliates or their respective securities) will be made available and who may
receive such information in accordance with the Assignee’s compliance procedures and applicable
laws, including Federal and state securities laws.




The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR


 	 
	 	

 	 
	 	NAME OF ASSIGNOR 	 
	 	 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 	ASSIGNEE
 	 
	 
	 	 	 
	 	NAME OF ASSIGNEE 	 
	 	 	 	 
	 





 




			
	2	 	Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. “Revolving Commitment,” “Term Commitment”).
	 
	3	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders.




4









 










	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	[Consented to and]4 Accepted:




JPMORGAN CHASE BANK, N.A., as

Administrative Agent

 	 
	By  	 	 
	 	Title: 	 
	 	 	 
	[Consented to:]5



RENT-A-CENTER, INC.

 	 
	By  	 	 
	 	Title: 	 
	 	 	 
	[NAME OF ANY OTHER RELEVANT PARTY]

 	 
	By  	 	 
	 	Title: 	 
	 	 	 
	 





 




			
	4	 	To be added only if the consent of the
Administrative Agent is required by Section 10.6 the Credit Agreement.
	 
	5	 	To be added only if the consent of the
Borrower and/or other parties (e.g. Swingline Lender, Issuing Lender) is
required by Section 10.6 of the Credit Agreement.






5











 





ANNEX 1




Fourth Amended and Restated Credit Agreement dated as of July 14, 2011 (the “Credit

Agreement”) among Rent-A-Center, Inc., the Lenders parties thereto, JPMorgan Chase Bank, N.A.,

as Administrative Agent, and the other agents party thereto.




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.



          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender and (v) if it is a Non-U.S. Lender, attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents
and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.



 









 





          2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date.



          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by email or telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of New York.



 









 





Exhibit E-1




FORM OF INCREASED TERM FACILITY ACTIVATION NOTICE





	To: 	 	 JPMorgan Chase Bank, N.A., as Administrative Agent

under the Credit Agreement referred to below





     Reference is made to the Fourth Amended and Restated Credit Agreement, dated as of July 14,
2011 (as amended, supplemented or modified from time to time, the “Credit Agreement”),
among RENT-A-CENTER, INC., a Delaware corporation (the “Borrower”), the several banks and
other financial institutions or entities from time to time parties to the Credit Agreement (the
“Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”), and the other agent parties thereto. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.



     This notice is an Increased Term Facility Activation Notice referred to in the Credit
Agreement, and the Borrower and each of the Lenders party hereto hereby notify you that:



          1. Each Lender party hereto agrees to obtain a Term Commitment as set forth opposite such
Lender’s name on the signature pages hereof under the caption “Increased Term Facility Amount”.



          2. The Increased Term Facility Closing Date is __________________.



          3. The aggregate principal amount of Incremental Term Loans contemplated hereby is
$___________.



          4. The Incremental Term Loans of each Term Lender shall mature in ___ consecutive
installments, commencing on ______ __, 20__, each of which shall be in an amount equal to (i) the
percentage which the aggregate principal amount of such Lender’s Incremental Term Loans made on the
Increased Term Facility Closing Date then outstanding constitutes of the aggregate principal amount
of Incremental Term Loans made on the Increased Term Facility Closing Date that are then
outstanding multiplied by (ii) the amount set forth below opposite such installment:



			
	Installment
	 	Principal Amount






[Insert installment dates and amounts]




          5. The maturity date for the Incremental Term Loans contemplated hereby is ______ __, 20_.



          6. The Applicable Margin for the Incremental Term Loans contemplated hereby is ___% per annum.



          7. The agreement of each Lender party hereto to make the Incremental Term Loans to be made by
it is subject to the satisfaction, prior to or concurrently with the making of



 









 




such extension of credit on the Increased Term Facility Closing Date, of the following
conditions precedent:





          (a) The Administrative Agent shall have received this notice, executed and delivered
by the Borrower and each Lender party hereto.




          (b) [Insert other applicable conditions precedent, including, without limitation,
delivery of a closing certificate from the Borrower and amendments to the Security Documents
(to the extent necessary).]




          (c) (i) Each of the representations and warranties made by any Loan Party in or
pursuant to the Loan Documents shall be true and correct in all material respects on and as
of such date as if made on and as of such date, except for representations and warranties
expressly stated to relate to an earlier date, in which case such representations and
warranties were true and correct in all material respects on and as of such earlier date,
and (ii) no Default or Event of Default shall have then occurred and be continuing.



[Signature page follows]







 









 








	 	 	 	 	 
	 	RENT-A-CENTER, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 Increased Facility Amount  
$	[NAME OF LENDER]


 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CONSENTED TO: 

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Exhibit E-2




FORM OF INCREASED REVOLVING FACILITY ACTIVATION NOTICE





	To: 	 	 JPMorgan Chase Bank, N.A., as Administrative Agent 

under the Credit Agreement referred to below





     Reference is made to the Fourth Amended and Restated Credit Agreement, dated as of July 14,
2011 (as amended, supplemented or modified from time to time, the “Credit Agreement”),
among RENT-A-CENTER, INC., a Delaware corporation (the “Borrower”), the several banks and
other financial institutions or entities from time to time parties to the Credit Agreement (the
“Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”), and the other agent parties thereto. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.



     This notice is an Increased Revolving Facility Activation Notice referred to in the Credit
Agreement, and the Borrower and each of the Lenders party hereto hereby notify you that:



          1. Each Lender party hereto agrees to obtain a Revolving Commitment or increase the amount of
its Revolving Commitment as set forth opposite such Lender’s name on the signature pages hereof
under the caption “Increased Revolving Facility Amount”.



          2. The Increased Revolving Facility Closing Date is __________________.



          3. The aggregate principal amount of Incremental Revolving Loans contemplated hereby is
$___________.



          4. The agreement of each Lender party hereto to make the Incremental Revolving Loans to be
made by it is subject to the satisfaction, prior to or concurrently with the making of such
extension of credit on the Increased Revolving Facility Closing Date, of the following conditions
precedent:




          (a) The Administrative Agent shall have received this notice, executed and delivered
by the Borrower and each Lender party hereto.




          (b) [Insert other applicable conditions precedent, including, without limitation,
delivery of a closing certificate from the Borrower and amendments to the Security Documents
(to the extent necessary).]




          (c) (i) Each of the representations and warranties made by any Loan Party in or
pursuant to the Loan Documents shall be true and correct in all material respects on and as
of such date as if made on and as of such date, except for representations and warranties
expressly stated to relate to a specific earlier date, in which case such representations
and warranties were true and correct in all material respects on and as of such earlier
date, and (ii) no Default or Event of Default shall have then occurred and be continuing.



 









 





[Signature page follows]







 









 








	 	 	 	 	 
	 	RENT-A-CENTER, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 Increased Revolving Facility Amount  
$	[NAME OF LENDER]


 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CONSENTED TO:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Exhibit F




FORM OF NEW LENDER SUPPLEMENT




     SUPPLEMENT, dated __________________, to the Fourth Amended and Restated Credit Agreement,
dated as of July 14, 2011 (as amended, supplemented or modified from time to time, the “Credit
Agreement”), among RENT-A-CENTER, INC., a Delaware corporation (the “Borrower”), the
several banks and other financial institutions or entities from time to time parties to the Credit
Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (the
“Administrative Agent”), and the other agent parties thereto. Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the Credit Agreement.



W I T N E S S E T H:




     WHEREAS, the Credit Agreement provides in Section [2.1(d)][2.2(c)] thereof that any bank,
financial institution or other entity may become a party to the Credit Agreement with the consent
of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld,
delayed or conditioned) in connection with a transaction described in Section [2.1(c)][2.2(b)]
thereof by executing and delivering to the Borrower and the Administrative Agent a supplement to
the Credit Agreement in substantially the form of this Supplement; and



     WHEREAS, the undersigned now desires to become a party to the Credit Agreement;



     NOW, THEREFORE, the undersigned hereby agrees as follows:




     1. The undersigned agrees to be bound by the provisions of the Credit Agreement, and
agrees that it shall, on the date this Supplement is accepted by the Borrower and the
Administrative Agent, become a Lender for all purposes of the Credit Agreement to the same
extent as if originally a party thereto, with a [Revolving][Term] Commitment of
$___________________.




     2. The undersigned (a) represents and warrants that it is legally authorized to enter
into this Supplement; (b) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in Section 6.1 thereof and such
other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Supplement; (c) agrees that it has made and will,
independently and without reliance upon any Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement or any instrument
or document furnished pursuant hereto or thereto; (d) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Credit Agreement or any instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto; and (e) agrees that it will be bound by
the provisions of the Credit Agreement



 









 






and will perform in accordance with its terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender including, without
limitation, if it is organized under the laws of a jurisdiction outside the United States,
its obligation pursuant to Section 2.19(d) of the Credit Agreement.




     3. The undersigned’s address for notices for the purposes of the Credit Agreement is as
follows:



________________________




________________________




________________________




     IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by
a duly authorized officer on the date first above written.



	 	 	 	 	 
	 	[INSERT NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Accepted this ____ day of _________, 20_.




	 	 	 	 	 
	 	RENT-A-CENTER, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: