EXHIBIT 10(jj)
FIRST AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT AND AMENDED AND RESTATED LEASE
AGREEMENT
This FIRST AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT AND AMENDED AND RESTATED LEASE AGREEMENT,
dated as of July 27, 2005 (this “ Amendment
”), is among AARON RENTS, INC. (“ Lessee ”
or “ Aaron Rents ”), SUNTRUST BANKS, INC., a
Georgia corporation (“ Lessor ”), WACHOVIA BANK,
NATIONAL ASSOCIATION, as lender (the “ Lender
”), and SUNTRUST BANK, a Georgia banking corporation, as
lease participant (in such capacity, the “ Lease
Participant ”), and as agent (in such capacity, the
“ Agent ”).
BACKGROUND
1.
Lessee, Lessor, the Lender and the
Agent are parties to that certain Amended and Restated Master
Agreement, dated as of October 31, 2001, as amended by the
First Omnibus Amendment, dated as of August 21, 2002 (the
“ Omnibus Amendment ”), among the Lessee, the
Lender, the Lessor , the Lease Participant and the Agent (the
“ Master Agreement ”). Lessee and Lessor
are parties to that certain Amended and Restated Lease Agreement,
dated as of October 31, 2001, as amended by the Omnibus
Amendment (the “ Lease ”).
2.
The parties hereto desire to amend
the Master Agreement and the Lease in certain respects as set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1.
Definitions . Capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings
assigned thereto in the Master Agreement.
Section 2. Minimum
Consolidated Net Worth . Section 5.13 of
the Master Agreement is hereby amended by (i) deleting the
number “$187,675,200.00” where it appears in clause
(i) thereof and substituting therefor the number
“$338,340,000” and (ii) deleting the date of
“March 31, 2001” where it appears in clause
(ii) thereof and substituting therefor the date
“June 30, 2004”.
Section 3.
Indebtedness . Section 5.14 of the
Master Agreement is hereby amended by (i) deleting the number
“$5,000,000” where it appears in
subsection (c) thereof and substituting therefor
the number “$15,000,000”; (ii) deleting the number
“$5,000,000” where it appears in clause
(2) of subsection (g) thereof and
substituting the number “$250,000”; (iii) deleting
the text of subsection (g) thereof and
substituting therefor the following:
(g)
Guarantees by the Lessee of
Indebtedness of certain franchise operators of the Lessee, provided
such guarantees are given by the Lessee in connection with
(1) loans made pursuant to the terms of the Loan Facility
Agreement, (2) loans made pursuant to the South Trust Loan
Facility Agreement in an aggregate principal amount not to exceed
$250,000, and (3) loans made by Sun Trust Bank to finance the
purchase of equity
interests in certain franchises of
the Lessee in an aggregate principal amount not to exceed
$10,000,000, (4) loans made pursuant to the terms of the Rosey
Rentals Loan Facility Agreement in an aggregate principal amount
not to exceed Twenty Five Million Dollars ($25,000,000), and
(5) loans made pursuant to the terms of the RBC Loan Facility
Agreement in an aggregate principal amount not to exceed Fifteen
Million Canadian Dollars (Cdn. $15,000,000);
;and (iii) deleting
subsection (k) thereof and substituting therefor the
following:
(k)
Indebtedness as evidenced by
(i) the 6.88% Senior Notes of the Lessee in the amount of
$50,000,000 issued pursuant to the 2002 Note Agreement and
(ii) the 5.03% Senior Notes of the Lessee in the amount of
$60,000,000 issued pursuant to the 2005 Note Agreement, together
with Guarantees of such Indebtedness by any Subsidiaries of the
Lessee; and
(i)
other unsecured Indebtedness in an
aggregate principal amount not to exceed $30,000,000 at any time
outstanding.
Section 4. Negative
Pledge . Section 5.15 of the Master
Agreement is hereby amended by deleting the text of
subsection (g) thereof and substituting therefor
the following: “Liens created by the Operative
Documents and Liens securing the obligations of the Lessee and
certain of its Subsidiaries under the Credit Agreement and the
documents related thereto.
Section 5.
Investments . Section 5.17 of the
Master Agreement is hereby amended by (i) deleting the text of
subsection (f) thereof and substituting therefor
the following:
(f)
(i) loans to franchise
operators and owners of franchises acquired or funded pursuant to
the Loan Facility Agreement, the Rosey Rentals Loan Facility
Agreement, the RBC Loan Facility Agreement and the SouthTrust Loan
Facility Agreement and (ii) other adequately secured and
properly monitored loans to franchise operators and owners of
franchises in an aggregate principal amount outstanding, together
with loans outstanding under clause (i) of this
Section 5.17(f) , not to exceed the aggregate facility
amounts available for borrowing by franchise operators that the
Lessee is permitted to guarantee pursuant to
Section 5.14 ;
; and (ii) deleting the number
“$2,500,000” where is appears in
subsection (j) thereof and substituting therefor the
number “$10,000,000”.
Sect
