SECOND AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
THIS SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “
Amendment ”), is made and entered into as of
February 27, 2006, by and among AARON RENTS, INC., a Georgia
corporation (the “ Borrower ”), AARON
RENTS, INC. PUERTO RICO, a Puerto Rico corporation (the “
Co-Borrower ” and together with the Borrower,
the “ Borrowers ”), the several banks and
other financial institutions from time to time party hereto
(collectively, the “ Lenders ”) and
SUNTRUST BANK, in its capacity as Administrative Agent for the
Lenders (the “ Administrative Agent
”).
WHEREAS, the
Borrowers, the Lenders and the Administrative Agent are parties to
that certain Revolving Credit Agreement, dated as of May 28,
2004, as amended by that certain First Amendment to Revolving
Credit 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 “ Credit
Agreement ”; capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in
the Credit Agreement), pursuant to which the Lenders have made
certain financial accommodations available to the
Borrowers;
WHEREAS, the
Borrowers have requested that the Lenders and the Administrative
Agent amend certain provisions of the Credit Agreement, and subject
to the terms and conditions hereof, the Lenders are willing to do
so;
NOW, THEREFORE,
for good and valuable consideration, the sufficiency and receipt of
all of which are acknowledged, the Borrowers, the Lenders and the
Administrative Agent agree as follows:
|
(a)
|
|
Section 1.1 of the Credit
Agreement is hereby amended by replacing the definitions of “
LC Commitment” , “ Revolving Commitment
Termination Date”, and “ Swingline
Commitment” with the following definitions:
|
“
LC Commitment ” shall mean that portion of the
Aggregate Revolving Commitments that may be used by the Borrower
for the issuance of Letters of Credit in an aggregate face amount
not to exceed $10,000,000 .
“
Revolving Commitment Termination Date” shall
mean the earliest of (i) May 28, 2008, (ii) the date
on which the Revolving Commitments are terminated pursuant to
Section 2.8(b) or Section 8.1 and
(iii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and
payable (whether by acceleration or otherwise).
“
Swingline Commitment ” shall mean the
commitment of the Swingline Lender to make Swingline Loans in an
aggregate principal amount at any time outstanding not to exceed
$15,000,000.
(b) Schedule 1.1(b)
of the Credit 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 Credit Agreement.
(c) Section 2.25(a)
of the Credit Agreement is hereby amended by replacing such section
with the following subsection (a):
(a)
So long as no Event of Default has occurred and is continuing,
Borrower may, at any time by written notice to the Administrative
Agent, who shall promptly notify the Lenders, request that the
Aggregate Revolving Commitment be increased up to an amount not to
exceed $170,000,000 (the “ Requested Commitment
Amount ”). No Lender (or any successor thereto) shall
have any obligation to increase its Revolving Commitment or its
other obligations under this Agreement and the other Loan
Documents, and any decision by a Lender to increase its Revolving
Commitment shall be made in its sole discretion independently from
any other Lender.
2.
Conditions to Effectiveness of this Amendment .
Notwithstanding any other provision of this Amendment and without
affecting in any manner the rights of the Loan Parties hereunder,
it is understood and agreed that this Amendment shall not become
effective, and the Borrowers shall have no rights under this
Amendment, until (a) the Administrative Agent shall have
received (i) reimbursement or payment of its costs and expenses
incurred in connection with this Amendment or otherwise outstanding
(including reasonable fees, charges and disbursements of King &
Spalding LLP, counsel to the Administrative Agent), (ii) a
favorable written opinion of Kilpatrick Stockton, LLP, counsel to
the Loan Parties, addressed to the Administrative Agent and each of
the Lenders, and covering such matters relating to the Loan
Parties, this Amendment and the transactions contemplated herein as
the Administrative Agent or the Required Lenders shall reasonably
request, each in form and substance reasonably satisfactory to the
Administrative Agent, (iii) a certificate of the Secretary or
Assistant Secretary of each Loan Party, certifying copies of its
bylaws and of the resolutions of its boards of directors,
authorizing the execution, delivery and performance of this
Amendment and certifying the name, title and true signature of each
officer of such Loan Party executing this Amendment,
(iv) executed counterparts to this Amendment from the
Borrower, each of the Guarantors and the Required Lenders and
(v) duly executed Revolving Cred
|
