Item 1.01. Entry Into a Material Definitive Agreement.

On January 26, 2021, Rent-A-Center, Inc., a Delaware corporation (the "Company"), and certain of its subsidiaries entered into an agreement among the Company, as borrower, such subsidiaries, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent," and such agreement, the "ABL Amendment"), which amended the Company's existing senior secured asset-based credit facility, dated as of August 5, 2019, among the Company, the several lenders party thereto and the Administrative Agent (the "Existing Credit Agreement" and, as amended by the ABL Amendment, the "Credit Agreement") to, among other things, permit the consummation of the merger contemplated by the Agreement and Plan of Merger, by and among the Company, Radalta, LLC, a Utah limited liability company and wholly owned subsidiary of the Company, Acima Holdings, LLC, a Utah limited liability company ("Acima"), and Aaron Allred, solely in his capacity as the Member Representative, as previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on December 21, 2020 (the "Merger") and the other related transactions expected to be entered into in connection therewith.

The ABL Amendment, among other things, permits, subject to the satisfaction of certain customary conditions precedent (including the substantially concurrent consummation of the Merger), (i) an increase by $225 million in the aggregate principal amount of incremental commitments permitted to be obtained under the Credit Agreement, $200 million of which are expected to be obtained on the closing date of the Merger (the "Closing Date"), resulting in total aggregate commitments under the Credit Agreement on such date of $500 million, (ii) the consummation of the Merger, the incurrence of indebtedness expected to be obtained in connection therewith, the repayment of certain indebtedness of the Company, Acima and each of their subsidiaries, and the payment of related costs, fees and expenses in connection with the foregoing, and (iii) the use of proceeds of loans and letters of credit under the Credit Agreement on the Closing Date to fund a portion of the purchase price payable in connection with the Merger, to refinance existing debt, to pay related costs, fees and expenses, for backstop or replacement letters of credit and for general corporate purposes.

Other than as specifically provided in the ABL Amendment, the ABL Amendment had no effect on any schedules, exhibits or attachments to the Existing Credit Agreement or the ABL Guarantee and Collateral Agreement, dated as of August 5, 2019, which remains in effect without any amendment or modification thereto.

The foregoing description of the ABL Amendment does not purport to be complete and is respectively qualified in its entirety by reference to the ABL Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.                                    Description

              First Amendment to ABL Credit Agreement, dated as of January 26,
  10.1      2021, by and among Rent-A-Center, Inc., each other Loan Party party
            thereto, JPMorgan Chase Bank, N.A., as administrative agent and each
            of the Lenders party thereto.

104         Cover Page Interactive Data File (formatted in Inline XBRL and
            contained in Exhibit 101)

* In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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