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EXHIBIT 10(MM)
SECOND AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY
THIS SECOND
AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY (this
"AMENDMENT"), is made and entered into as
of May 27, 2005, 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 by that certain First Amendment to
Loan Facility Agreement and Guaranty,
dated as of September 27, 2004 (so amended
and as may be further 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 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 26, 2006 (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
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");
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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.
(b) 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 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 (including
reasonable fees, charges and disbursements
of King & Spalding LLP, counsel to
the Servicer), and (ii) executed
counterparts to this Amendment from the
Sponsor, each of the Guarantors and the
Participants;
3.
REPRESENTATIONS AND WARRANTIES. To induce the Participants and
the
Servicer to enter into this Amendment, each
Credit Party hereby represents and
warrants to the Participants and the
Servicer that:
(a) The
execution, delivery and performance by such Credit Party of
this
Amendment (i) are within such Credit
Party's power and authority; (ii) have been
duly authorized by all necessary corporate
and shareholder action; (iii) are not
in contravention of any provision of such
Credit Party's certificate of
incorporation or bylaws or other
organizational documents; (iv) do not violate
any law or
