THIRD AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
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 ”).
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:
(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
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