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EXHIBIT 10(LL)
FIRST AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY
THIS FIRST
AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY (this
"AMENDMENT"), is made and entered into as
of September 27, 2004, by and among
AARON RENTS, INC., a Georgia corporation
("SPONSOR"), SUNTRUST BANK ("SUNTRUST")
and each of the other lending institutions
listed on the signature pages hereto
(SunTrust and such lenders, the
"PARTICIPANTS") and SUNTRUST BANK, a banking
corporation organized and existing under
the laws of Georgia having its
principal office in Atlanta, Georgia, as
Servicer (in such capacity, the
"SERVICER").
WITNESSETH:
WHEREAS, the
Sponsor, the Participants and the Servicer are parties to a
certain Loan Facility Agreement and
Guaranty, dated as of May 28, 2004 (as
amended, restated, supplemented or
otherwise modified from time to time, the
"LOAN FACILITY AGREEMENT"; capitalized
terms used herein and not otherwise
defined shall have the meanings assigned to
such terms in the Loan Facility
Agreement), pursuant to which the
Participants have made certain financial
accommodations available to the
Sponsor;
WHEREAS, the
Sponsor has requested that the Participants and the Servicer
amend certain provisions of the Loan
Facility Agreement, and subject to the
terms and conditions hereof, the
Participants are willing to do so;
NOW, THEREFORE,
for good and valuable consideration, the sufficiency and
receipt of all of which are acknowledged,
the Sponsor, the Participants and the
Servicer agree as follows:
1.
AMENDMENTS.
(a) Section 1.1
of the Loan Facility Agreement is hereby amended by
replacing the definition of "MAXIMUM
COMMITMENT AMOUNT" in its entirety with the
following definition:
"MAXIMUM
COMMITMENT AMOUNT" shall mean $140,000,000.00, as such amount
may
be reduced pursuant to Section 2.7, Section
2.8 or Section 15.2.
(b) Section 2.1
of the Loan Facility Agreement is hereby amended by
replacing subsection (a) of such Section in
its entirety with the following:
(a) Startup Franchisee Commitment. Subject to and upon the terms
and
conditions set forth in this Agreement and
the other Operative Documents, and in
reliance upon the guaranty and other
obligations of the Sponsor set forth
herein, the Servicer hereby establishes a
commitment to the Sponsor to establish
Startup Franchisee Loan Commitments and to
make Advances thereunder to such
Startup Franchisee Borrowers as may be
designated by the Sponsor in its Funding
Approval Notices during a period commencing
on the date hereof and ending on May
27, 2005 (as such period may be extended
for one or more subsequent 364-day
periods pursuant to Section 2.8, the
"COMMITMENT TERMINATION DATE") in an
aggregate committed
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amount at any one time outstanding not to
exceed ONE HUNDRED AND FORTY MILLION
AND NO/100 DOLLARS ($140,000,000) (the
"STARTUP FRANCHISEE COMMITMENT");
provided that, notwithstanding any
provision of this Agreement to the contrary,
at no time shall the sum of aggregate
committed amounts of all Loan Commitments
outstanding pursuant to the Commitments,
or, following the termination of any
such Loan Commitment, Advances outstanding
thereunder, exceed the Maximum
Commitment Amount.
(c) Section 2.1
of the Loan Facility Agreement is hereby further amended by
replacing subsection (b) of such Section in
its entirety with the following:
(b) Established Franchisee Commitment. Subject to and upon the
terms
and conditions set forth in this Agreement
and the other Operative Documents,
and in reliance upon the guaranty and other
obligations of the Sponsor set forth
herein, the Servicer hereby establishes a
commitment to the Sponsor to establish
Established Franchisee Loan Commitments and
to make Advances thereunder to such
Established Franchisees as may be
designated by the Sponsor in its Funding
Approval Notices during a period commencing
on the date hereof and ending on the
Commitment Termination Date in an aggregate
committed amount at any one time
outstanding not to exceed ONE HUNDRED AND
FORTY MILLION AND NO/100 DOLLARS
($140,000,000.00) (the "ESTABLISHED
FRANCHISEE COMMITMENT"); provided that,
notwithstanding any provision of this
Agreement to the contrary, at no time
shall the sum of aggregate committed
amounts of all Loan Commitments outstanding
pursuant to the Commitments, or, following
the termination of any such Loan
Commitment, Advances outstanding
thereunder, exceed the Maximum Commitment
Amount.
(d) Schedule
1.1(b) of the Loan Facility Agreement is hereby amended by
deleting such Schedule in its entirety and
replacing it with Schedule 1.1(b)
attached to this First Amendment and by
this reference incorporated herein and
in the Loan Facility Agreement.
2. CONDITIONS TO
EFFECTIVENESS OF THIS AMENDMENT. Notwithstanding any other
provision of this Amendment and without
affecting in any manner the rights of
the Participants hereunder, it is
understood and agreed that this Amendment
shall not become effective, and the Sponsor
shall have no rights under this
Amendment, until the Servicer shall have
received (i) reimbursement or payment
of its costs and expenses incurred in
connection with this Amendment or the Loan
Facility Agreement (including reasonable
fees, charges and disbursements of King
& Spalding LLP, counsel to the
Servicer), and (ii) each of the following
documents:
(a) executed
counterparts to this Amendment from the Sponsor, each of the
Guarantors and the Participants;
(b) a favorable
written opinion of Kilpatrick Stockton, LLP, counsel for
Sponsor and Guarantors, in a form
satisfactory to the Servicer and each
Participant and covering such matters
relating to the
