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EXHIBIT 10(KK)
FIRST OMNIBUS AMENDMENT
This First
Omnibus Amendment, dated as of August 21, 2002, but effective
as
of October 31,2001 as set forth below (this
"Amendment") is among AARON RENTS,
INC., a Georgia corporation ("Aaron Rents"
or "Lessee"), SUNTRUST BANKS, INC., a
Georgia corporation (the "Lessor"),
SOUTHTRUST BANK, N.A., a national banking
association, as Iender (the "Lender"), and
SUNTRUST BANK, a Georgia banking
corporation, as lease participant (the
"Lease Participant") and as agent for the
Lenders (in such capacity, the
"Agent").
BACKGROUND
1. Aaron Rents,
the Lessor, the Lender and the Agent are parties to that
certain Amended and Restated Master
Agreement, dated as of October 31, 2001 (the
"Master Agreement").
2. Aaron Rents
and the Lessor are party to that certain Amended and
Restated Lease Agreement, dated as of
October 31,2001 (the "Lease").
3. The parties
hereto desire to amend the Master Agreement and the Lease in
certain respects as set forth herein.
NOW, THEREFORE,
in consideration of the foregoing and other 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.
Separate Land and Building Allocations. The parties hereto
hereby agree that, notwithstanding anything
to the contrary in any of the
Operative Documents, with respect to (and
only with respect to) the Leased
Properties identified on Schedule I hereto
(the "Subject Properties"), the
Recourse Deficiency Amount shall be
separately calculated for the Land and the
related Buildings. The Loans and the
Invested Amounts related to the Subject
Properties shall be allocated between the
Land and the related Buildings on the
basis of the original cost thereof that was
funded by the Funding Parties. In
the event that Lessee exercises the
Remarketing Option in accordance with
Section 14.6 of the Lease, the proceeds of
the resulting sale of the Subject
Properties shall be allocated between the
related Land and the related Buildings
based upon the fair market value of each
thereof, as such fair market value is
set forth in an appraisal by an independent
appraiser chosen by the Lessor and
reasonably acceptable to Lessee. If the sum
of the gross proceeds from such sale
allocated pursuant to the foregoing
sentence to the Land or the related
Building, as the case may be, plus the
Recourse Deficiency Amount paid by Lessee
on the Lease Termination Date pursuant to
Section 14.6(i) of the Lease for such
Land or Buildings, as the case may be,
minus any and all costs and expenses
(including broker fees, appraisal costs,
Iegal fees and transfer taxes incurred
by the Agent or Lessor in connection with
the marketing of such Land or Building
or the sale thereof (which cost shall be
apportioned between the Land and the
related Building on the same basis as the
proceeds pursuant to the foregoing
sentence) exceeds the portion of the
related Leased Property Balance allocated
to such Land or Building, then the excess
shall be paid to Lessee on the Lease
Termination Date.
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