RENT A CENTER INC DE
2ND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>4
<FILENAME>d98904exv10w10.txt
<DESCRIPTION>2ND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.10


                SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


         THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (as amended
and/or modified from time to time, this "SECOND AMENDMENT") is made and entered
into this 5th day of August, 2002, by and among Rent-A-Center, Inc., a Delaware
corporation (formerly known as Renters Choice, Inc.) (the "COMPANY") and each of
Apollo Investment Fund IV, L.P., a Delaware limited partnership, and Apollo
Overseas Partners IV, L.P., an exempted limited partnership registered in the
Cayman Islands (collectively, the "INVESTORS").

                                   WITNESSETH:

         WHEREAS, the Investors are holders of shares of Series A Preferred
Stock, par value $.01, of the Company (the "SERIES A PREFERRED STOCK");

         WHEREAS, pursuant to Section 5 of the Certificate of Designations,
Preferences, and Relative Rights and Limitations of the Series A Preferred Stock
of the Company (the "CERTIFICATE OF DESIGNATIONS"), the Company may redeem the
issued and outstanding shares of its Series A Preferred Stock, in whole or in
part (the "REDEMPTION") commencing on August 5, 2002, at a redemption price of
105% of the Liquidation Preference Amount (as defined in the Certificate of
Designations);

         WHEREAS, in order to effect a Redemption, the Company would be required
to arrange significant debt and/or equity financing and negotiate material
amendments to its existing senior credit and subordinated debt instruments that
would require substantial management time and cause the Company to incur
significant expense;

         WHEREAS, pursuant to Section 8 of the Certificate of Designations, the
Series A Preferred Stock is convertible at any time, including prior to any date
specified by the Company for Redemption pursuant to Section 5(a)(ii) of the
Certificate of Designations, at the option of the holder thereof into the number
of shares of the Company's common stock, par value $.01 per share determined as
set forth therein;

         WHEREAS, the Company and the Investors entered into that certain
Registration Rights Agreement, dated August 5, 1998, as amended by that certain
First Amendment to Registration Rights Agreement, dated as of August 18, 1998
(together, the "REGISTRATION RIGHTS AGREEMENT"), the terms of which, among other
things, grant the Investors the right to require the Company to effect two (2)
Demand Registrations (as defined therein);

        WHEREAS, as of the date hereof, the Investors have utilized one (1) such
Demand Registration; and

         WHEREAS, the Company and the Investors are entering into this Second
Amendment to provide an additional right to the Investors to effect a Demand
Registration.



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         NOW, THEREFORE, in consideration of the premises, covenants and
agreements contained herein and the Investors' converting all but two of the
shares of Series A Preferred Stock held by them on the date hereof and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investors hereby agree as follows:

1.       Amendment to Registration Rights Agreement.

         The second paragraph of Section 3(a) of the Registration Rights
Agreement is hereby amended to read in its entirety as follows:

         "The number of Demand Registrations pursuant to this Section 3(a) shall
not exceed three (3)."

2.       Number of Available Rights to Effect a Demand Registration.

         The Investors acknowledge that, after effecting this Second Amendment,
the number of rights to effect a Demand Registration available to the Investors
as of the date hereof shall be two (2), reflecting the Investors' use of one
such right to effect a Demand Registration in May 2002.

3.       Reaffirmation of Registration Rights Agreement.

         Except as expressly amended and modified by this Second Amendment, the
Registration Rights Agreement is hereby reaffirmed, ratified and confirmed and
continues in full force and effect unaffected hereby.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



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         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

                                 RENT-A-CENTER, INC.
                                 a Delaware corporation


                                 By:    /s/ Robert D. Davis
                                    --------------------------------------------
                                 Name:  Robert D. Davis
                                      ------------------------------------------
                                 Title: Chief Financial Officer
                                       -----------------------------------------


                                 APOLLO INVESTMENT FUND IV, L.P.
                                 a Delaware limited partnership

                                 By:    Apollo Advisors IV, L.P.
                                        its General Partner

                                        By:   Apollo Capital Management IV, Inc.
                                              its General Partner

                                              By:     /s/ Peter Copses
                                                 -------------------------------
                                              Name:   Peter Copses
                                                   -----------------------------
                                              Title:  Vice President
                                                    ----------------------------


                                 APOLLO OVERSEAS PARTNERS IV, L.P.
                                 an exempted limited partnership registered
                                 in the Cayman Islands

                                 By:    Apollo Advisors IV, L.P.
                                        its General Partner

                                        By:   Apollo Capital Management IV, Inc.
                                              its Managing General Partner

                                              By:     /s/ Peter Copses
                                                 -------------------------------
                                              Name:   Peter Copses
                                                   -----------------------------
                                              Title:  Vice President
                                                    ----------------------------



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