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Exhibit 10.3
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT (the "TERMINATION AGREEMENT") is
made
as of the 19th day of February 2004 (the
"EFFECTIVE DATE") by and between
RAINBOW PROPERTIES, LTD., an Ohio limited
liability company (the "LANDLORD"),
and RAINBOW RENTALS, INC., an Ohio
corporation (the "TENANT").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Lease
executed
by Landlord on February 8, 1996 and by
Tenant on February 9, 1996 (the "LEASE")
with respect to certain property located at
3711 Starr Centre Drive, Canfield,
Ohio 44406 (the "PREMISES");
WHEREAS, Tenant
entered into an Agreement and Plan of Merger (the
"MERGER AGREEMENT") dated as of February 4,
2004 with Rent-A-Center, Inc., a
Delaware Corporation ("RENT-A-CENTER"), and
Eagle Acquisition Sub, Inc., an Ohio
corporation;
WHEREAS, pursuant to Section 5.9 of the Merger Agreement, Tenant
is
obligated, within fifteen (15) days of the
date of execution of the Merger
Agreement, to enter into an agreement with
the Landlord providing for the
termination of the Lease, which termination
shall occur ninety (90) days after
the Effective Time (as defined in Section
1.3 of the Merger Agreement); and
WHEREAS, pursuant to Section 5.9 of the Merger Agreement,
Rent-A-Center
is obligated to pay Landlord on the
Effective Time a termination fee of One
Hundred Thousand Dollars ($100,000), which
includes three (3) months rental (the
"TERMINATION FEE").
NOW, THEREFORE, in consideration of the foregoing recitals, and
for
other good and valuable consideration, the
adequacy, receipt and sufficiency of
which are hereby acknowledged, Landlord and
Tenant hereby agree as follows:
1.
Termination. Upon Landlord's receipt of the Termination Fee
from Rent-A-Center on the Effective Time,
the Lease shall automatically
terminate ninety (90) days after the
Effective Time whereupon Landlord, Tenant
and Surviving Corporation shall be relieved
of all obligations thereunder.
Notwithstanding the foregoing, no rental or
other payments shall be due Landlord
by Tenant or Surviving Corporation after
the Effective Time.
2.
Effectiveness of Lease. The Lease shall remain in effect and
Landlord and Tenant shall retain all rights
in law and equity thereunder until
termination as provided in Paragraph 1
above. If Rent-A-Center fails to timely
remit the full Termination Fee, or if the
merger contemplated by the Merger
Agreement is not completed by August 2,
2004, then the Lease shall remain in
effect and this Termination Agreement shall
be void and of no
