FOURTH AMENDMENT
TO
LOAN FACILITY AGREEMENT AND GUARANTY
THIS FOURTH
AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY (this “
Amendment ”), is made and entered into as of
February 27, 2006, 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 ”).
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, as
amended by that Second Amendment to Loan Facility Agreement and
Guaranty, dated as of May 27, 2005, as amended by that certain
Third Amendment to Loan Facility Agreement, dated as of
July 27, 2005 (as 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:
(A) Section 1.1
of the Loan Facility Agreement is hereby amended by replacing the
definition of “ Maximum Commitment Amount” with
the following definition:
Maximum
Commitment Amount ” shall mean $115,000,000, 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
subsections (a) and (b) 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
February 27, 2007 (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 FIFTEEN MILLION AND NO/100 DOLLARS
($115,000,000) (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.
(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
FIFTEEN MILLION AND NO/100 DOLLARS ($115,000,000) (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.
(C) 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
hereunde
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