SECOND AMENDMENT TO SERVICING AGREEMENT

Exhibit 10.2

Execution Version

SECOND AMENDMENT TO
SERVICING AGREEMENT

THIS SECOND AMENDMENT TO SERVICING AGREEMENT (this “ Amendment ”), is made and entered into as of May 22, 2009, by and among AARON’S, INC., a Georgia corporation formerly known as Aaron Rents, Inc. (“ Sponsor ”), and SUNTRUST BANK (“ SunTrust ”), as Servicer (in such capacity, the “ Servicer ”).

W I T N E S S E T H :

WHEREAS, the Sponsor and the Servicer are parties to a certain Servicing Agreement, dated as of May 28, 2004, as amended by that certain First Amendment to Servicing Agreement dated as of May 23, 2008 (as so amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “ Servicing Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Servicing Agreement or the Loan Facility Agreement, as the context requires), pursuant to which the Servicer has made certain financial accommodations available to the Sponsor;

WHEREAS, the Sponsor has requested that the Servicer amend certain provisions of the Servicing Agreement, and subject to the terms and conditions hereof, the Servicer is willing to do so;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Sponsor and the Servicer agree as follows:

1. Amendments .

(a) Section 1.1 of the Servicing Agreement is hereby amended by replacing the definition of “Commitment Letter” with the following:

“ Commitment Letter ” means a letter from Servicer to a potential Borrower named in a Funding Approval Notice, substantially in the form of Exhibit C , whereby Servicer agrees to establish a Loan Commitment in favor of such Franchisee upon the terms and conditions set forth therein and in the Operative Documents.

(b) Section 1.1 of the Servicing Agreement is hereby amended by deleting the definition of “EBIT”.

(c) Section 2.1 of the Servicing Agreement is hereby amended by replacing subsections (a) and (c) of such Section in their entirety with the following:

(a) In the event that Sponsor desires that Servicer establish a Loan Commitment under the Operative Documents, Sponsor shall forward to Servicer an appropriate Funding Approval Notice no later than thirty (30) days prior to the anticipated Closing Date of such Loan Commitment. Such Funding Approval Notice shall indicate whether the requested Loan Commitment is a Line of Credit Commitment, a Revolving Commitment or a Term Loan Commitment and shall contain the following information:

(i) the Franchisee’s legal name and State of organization;

(ii) the amount of the Loan Commitment;

(iii) the applicable interest rate for such Loan;

(iv) the amount of the Commitment Fee, which shall not exceed 100 basis points;

(v) a copy of the Franchisee’s executed franchise application authorizing release of all information set forth therein or delivered in connection therewith to Servicer;

(vi) the Franchisee’s federal tax identification number or social security number;

(vii) the legal address(es) (including county) of the Franchisee’s residence or principal place of business, each store location, and the site(s) where any Collateral to be pledged as security for the Loan is stored, together with any other corporate or tradenames used by the Franchisee in the last five (5) years;

(viii) if the Franchisee is a corporation, copies of the Franchisee’s Articles or Certificate of Incorporation, certified by the Secretary of State of its incorporation, copies of the Franchisee’s by-laws and current incumbency certificate, if the Franchisee is a partnership, a copy of the current partnership agreement, if the Franchisee is a limited liability company, a copy of the current operating or limited liability company agreement and if the Franchisee is a sole proprietor, a Statement of Sole Proprietorship in the form provided by Servicer;

(ix) good standing certificate from the Secretary of State in which the Franchisee is organized or formed;

(x) for any Revolving Commitment or Term Loan Commitment, a detailed description of the financial covenants to be included in the Loan Agreement, including any defined terms used in such financial covenants; and

(xi) such other information as Servicer shall reasonably request, including, without limitation, a listing of all Subsidiaries of the Franchisee, a listing of all Guarantors and a listing of all Permitted Liens.

The Funding Approval Notice shall contain a statement that Sponsor has approved the Franchisee for a franchise license and for participation in the Franchisee Loan Program and shall also state that the Sponsor consents to the liens in favor of Servicer provided for therein.

(c) Sponsor shall forward to Servicer a completed Store Opening Information Sheet (i) contemporaneously with the Funding Approval Notice if the Franchisee is already a Borrower and (ii) at least ten (10) Business Days prior to the anticipated Closing Date if the Franchisee is not presently a Borrower, in each case together with the following additional documents:

(1) a duly executed Landlord’s Waiver for each leased location listed on the Store Opening Information Sheet where the financed Merchandise is located, substantially in the form of Exhibit H ; and

(2) complete legal descriptions for each leased location listed on the Store Opening Information Sheet where the financed Merchandise is located.

If Sponsor fails to deliver any of the foregoing items to the Servicer, the Servicer shall have no obligation to maintain such items in its files or to notify Sponsor that such items have not been received by Servicer.

(d) Section 2.2 of the Servicing Agreement is hereby amended by replacing the second paragraph of such Section in its entirety with the following:

To the extent that any of the foregoing items (other than the Loan Agreement or Master Note) have been provided by the relevant Franchisee in connection with a prior Loan, Sponsor may waive the requirement that such documents be prepared by the Servicer or executed by the Franchisee. At the request of the Sponsor set forth in the Funding Approval Notice, the Servicer will prepare a Commitment Letter and forward such Commitment Letter with the Legal Forms to the Franchisee.

(e) Section 2.2 of the Servicing Agreement is hereby further amended by replacing the contact information for SunTrust Bank with the following:

Aaron’s Program Manager
SunTrust Bank
Program Lending
303 Peachtree Street, N.E.
2 ^nd Floor
Mail Code 1802
Atlanta, Georgia 30308

(f) Section 2.3 of the Servicing Agreement is hereby amended by replacing subsections (b) and (c) of such Section in their entirety with the following:

(b) Each of the Loan Agreements shall require that the applicable Borrower thereunder comply with the following financial covenant[s]:

[(i) Rental Revenue to Debt Service . Commencing on the first day of the calendar quarter in which the 25th month following the Opening Date of the first store location of the Borrower occurs and measured as of the last day of the calendar quarter in which such 25th month occurs and on the last day of each calendar quarter thereafter, the ratio of the Borrower’s Rental Revenue to Debt Service for such quarter shall not be less than 2.2:1.0;] ¹

(ii) Debt to Rental Revenue . [Commencing on the first day of the calendar quarter in which the first day of the 19th month following the Opening Date of the first store location of Borrower occurs and measured as of the last day of the calendar quarter in which such 19th month occurs and on the last day of each calendar quarter thereafter,][On the last day of each calendar quarter] the ratio of Borrower’s Debt to Borrower’s Rental Revenue, shall not exceed [_____]:1.0. ²

To the extent any of the financial covenants set forth above in this Section 2.3(b) are calculated based upon the Opening Date of a store location, the financial information from store locations that have not reached the Opening Date anniversary incorporated into such covenants shall be excluded from such calculations. Debt Service and Debt attributable to such locations and deducted from the final calculations shall be deducted on a pro rata basis calculated by dividing such stores’ aggregate Net Book Value of Merchandise by the Net Book Value of Merchandise for all store locations. The financial covenants shall otherwise be calculated on a consolidated basis as to all store locations.

(c) Reserved.

(g) Section 2.4 of the Servicing Agreement is hereby amended by replacing such Section in its entirety with the following:

2.4 Use of Loan Proceeds; Mechanics of Loan Program for Line of Credit Loans .

(a) No later than fifteen (15) days after Servicer’s receipt of the executed Loan Documents, Servicer shall establish a DDA Account for the Franchisee and shall also establish Loan Account for the Franchisee.

(b) Upon establishment of the above-referenced accounts and receipt of the above-referenced Loan Documents, duly executed by the Borrower and each Guarantor, and if requested by Sponsor in writing, confirmation by Servicer of its first-priority security interest in the Collateral, Servicer shall notify the Borrower and Sponsor that the Borrower may request Advances pursuant to the Line of Credit Commitment; provided , however , that the minimum amount of each Advance shall be $500. Each Advance shall be made by Servicer for the sole purpose of honoring requests from the Borrower, made through the Aaron’s Proprietary System, for ACH transfers to suppliers of Merchandise in payment of Approved Invoices, for payment of state sales and use taxes and for payment of freight charges. The Borrowers shall not be authorized to use the DDA Account for any other purpose.

(c) Each Borrower will submit purchase order requests for Merchandise to Sponsor. In the event that the purchase order is authorized pursuant to the Franchise Agreement, Sponsor will prepare the purchase order and submit the same to the appropriate supplier requested by the Borrower. The supplier will be instructed to ship all Merchandise directly to the Borrower and the Borrower will be responsible for inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier. The supplier will invoice the Borrower for such Merchandise in accordance with normal industry practice. When the Borrower wishes to pay such invoice, the Borrower, subject to availability of its Loan Commitment and the minimum borrowing threshold, shall pay such invoice by directing Servicer, through the Aaron’s Proprietary System, to pay such invoice by means of an ACH transfer from its DDA Account. Any directions for ACH transfers inputted by the Borrowers into the Aaron’s Proprietary System prior to 12:00 Midnight (Atlanta, Georgia time) on any Business Day, shall be forwarded to Servicer pursuant to Sponsor’s existing ACH access by 3:30 p.m. (Atlanta, Georgia time) on the next Business Day and, if properly forwarded to Servicer by Sponsor shall be paid by Servicer no later than the second Business Day thereafter, unless Sponsor is otherwise notified by Servicer.

(d) Sponsor hereby acknowledges and agrees that Servicer has no ability to halt an ACH transfer upon the inputting of such transfer request by Sponsor from the Aaron’s Proprietary System into the ACH system (other than the ability to retrieve ACH transfers which are sent to the wrong party or otherwise manifestly erroneous as provided in the ACH Agreement with Sponsor) and Sponsor accepts full responsibility for any overadvance created by such inputting of information. Upon receipt of the request for an ACH transfer, Servicer shall honor such request by making an Advance pursuant to the Loan Commitment in the amount of such request into the Borrower’s DDA Account and automatically forwarding such amount to the supplier by means of an ACH transfer in accordance with the instructions of the Borrower passed onto Servicer by Sponsor.

(e) Nothing set forth herein shall be deemed to vary the terms and conditions of the MicroACH Service Agreement by and between Servicer and Sponsor.

(h) Section 2.5 of the Servicing Agreement is hereby amended by replacing such Section in its entirety with the Following:

2.5 Tracking of Collateral for Borrowers; Asset Dispositions of Borrowers with Lines of Credit .

All Merchandise financed by Servicer must be serialized via the Aaron’s Proprietary System for appropriate reconciliation of Advances and receipt of Merchandise and for purposes of