THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “ Amendment ”), is made and entered into as of July 1, 2011, by and among AARON’S, INC., a Georgia corporation (“ Borrower ”), each of the lending institutions listed on the signature pages hereto (such lenders, the “ Lenders ”) and SUNTRUST BANK, a banking corporation organized and existing under the laws of Georgia having its principal office in Atlanta, Georgia, as Administrative Agent (in such capacity, the “ Administrative Agent ”).
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a certain Revolving Credit Agreement, dated as of May 23, 2008, as amended by that certain First Amendment to Revolving Credit Agreement dated as of March 31, 2011 (as 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 Borrower;
WHEREAS, the Borrower has 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 Borrower, the Lenders and the Administrative Agent agree as follows:
1. Amendments .
(A) Section 7.8 of the Credit Agreement is hereby amended by replacing clause (i) in the proviso thereof with the following new clause (i) to read in its entirety as follows:
“(i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, any other Transaction Document, the Loan Facility Agreement, the Rosey Rentals Loan Facility Agreement, the 2002 Note Agreement, or the 2005 Note Agreement (or in any other note purchase agreement entered into in connection with any Private Placement Debt permitted to be incurred hereunder, so long as such restrictions and conditions are not any more restrictive than those imposed by the 2005 Note 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 Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received:
(i) executed counterparts to this Amendment from the Borrower, each of the Guarantors and the Lenders;
(ii) a certificate of the Secretary or Assistant Secretary of the Borrower and each Guarantor, (A) attaching certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and the Guarantors, (B) certifying the name, title and true signature of each officer of the Borrower or the Guarantor, as the case may be, executing the Amendment and (C) certifying that there have been no changes to the articles of incorporation or bylaws of the Borrower or any Guarantor since the Closing Date; and
(iii) reimbursement or payment of its reasonable costs and expenses incurred in connection with this Amendment (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent).
3. Representations and Warranties . To induce the Lenders and the Administrative Agent to enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that:
(a) The execution, delivery and performance by such Loan Party of this Amendment (i) are within such Loan 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 Loan Party’s certificate of incorporation or bylaws or other organizational documents