Attached files
file | filename |
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EX-10.2 - EX-10.2 - AARON'S INC | c15605exv10w2.htm |
EXCEL - IDEA: XBRL DOCUMENT - AARON'S INC | Financial_Report.xls |
EX-15 - EX-15 - AARON'S INC | c15605exv15.htm |
EX-31.2 - EX-31.2 - AARON'S INC | c15605exv31w2.htm |
EX-10.1 - EX-10.1 - AARON'S INC | c15605exv10w1.htm |
EX-32.1 - EX-32.1 - AARON'S INC | c15605exv32w1.htm |
EX-31.1 - EX-31.1 - AARON'S INC | c15605exv31w1.htm |
EX-32.2 - EX-32.2 - AARON'S INC | c15605exv32w2.htm |
10-Q - FORM 10-Q - AARON'S INC | c15605e10vq.htm |
Exhibit 10.3
April 19, 2011
Aarons, Inc.
1100 Aaron Building
309 East Paces Ferry Road, NE
Atlanta, GA 30305-2377
Attn: Gilbert L. Danielson
1100 Aaron Building
309 East Paces Ferry Road, NE
Atlanta, GA 30305-2377
Attn: Gilbert L. Danielson
Aaron Investment Company
Two Greenville Crossing
4005 Kennett Pike, Suite 220
Greenville, Delaware 19807
Attn: Marianne Stearns and Linda Jones
Two Greenville Crossing
4005 Kennett Pike, Suite 220
Greenville, Delaware 19807
Attn: Marianne Stearns and Linda Jones
Ladies and Gentlemen:
We refer to that certain Note Purchase Agreement, dated as of July 27, 2005, as amended by
that certain First Amendment to Note Purchase Agreement, dated as of November 4, 2008 (as in effect
immediately prior to the date hereof, the Existing Note Purchase Agreement), among
Aarons, Inc. (f/k/a Aaron Rents, Inc.), a Georgia corporation (the Company), Aaron
Investment Company, a Delaware corporation (together with the Company, each an Obligor,
and collectively, the Obligors), and the holders of Notes from time to time parties
thereto (collectively, the Noteholders). Capitalized terms used herein and not otherwise
defined shall have the meanings given to such terms in the Existing Note Purchase Agreement, as
amended hereby (as so amended, the Note Purchase Agreement).
As you have requested, the Noteholders party hereto hereby agree to amend the Existing Note
Purchase Agreement by (i) deleting the and from the end of clause (g) of paragraph 6I, (ii)
deleting the . from the end of clause (h) of paragraph 6I and inserting ; and in lieu thereof,
and (iii) adding the following new clause (i) to the end of paragraph 6I: (i) Investments in
investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the
equivalent) or higher, at the time of acquisition thereof, from S&P or Moodys and in either case
maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed
$125,000,000 at any time.
Additionally, the Noteholders and the Obligors hereby agree and acknowledge that all
references in the Note Purchase Agreement to Aaron Rents, Inc. shall be deemed to mean Aarons,
Inc.
To induce the Noteholders to execute and deliver this letter agreement (this
Amendment), by signing below, each Obligor consents to the terms of this Amendment and
represents and warrants that no Default or Event of Default has occurred and is continuing and the
representations and warranties of the Obligors set forth in the Note Purchase Agreement and all
other instruments, agreements, documents and writings executed in connection with the foregoing
(collectively, the Transaction Documents) are true and correct in all material respects
except to the extent such representations and warranties relate solely to an earlier date.
The amendments set forth above are limited solely to the specific amendments listed above and
shall not be deemed to be amendments or waivers of any other provision of the Note Purchase
Agreement or other Transaction Documents. As modified by this Amendment, the Note Purchase
Agreement shall remain in full force and effect and constitute the legal, valid, binding and
enforceable obligations of the Obligors. This Amendment shall be governed by, and construed in
accordance with, the internal laws (and not the laws of conflicts) of the State of New York and all
applicable laws of the United States of America. The Obligors agree to pay on demand all costs and
expenses (including, without limitation,
reasonable fees and expenses of counsel) incurred by the Noteholders in connection with this
Amendment and the transactions contemplated hereby. This Amendment constitutes the entire
understanding of the parties hereto and supersedes any other prior or contemporaneous negotiations
or agreements with respect to the subject matter hereof. This Amendment may be executed in any
number of separate counterparts, each of which shall, collectively and separately, constitute one
agreement.
[Remainder of page intentionally left blank. Next page is signature page,]
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Please countersign below to evidence your acknowledgment and agreement to the terms of this
Amendment.
Very truly yours, GIBRALTAR LIFE INSURANCE CO., LTD. |
||||
By: | Prudential Investment Management (Japan), | |||
Inc., as Investment Manager | ||||
By: | Prudential Investment Management, Inc., | |||
as Sub-Advisor | ||||
By: | /s/ Jay S. White | |||
Name: | Jay S. White | |||
Title: | Senior Vice President | |||
ZURICH AMERICAN INSURANCE COMPANY |
||||
By: | Prudential Private Placement Investors, L.P., | |||
as Investment Advisor | ||||
By: | Prudential Private Placement Investors, Inc., | |||
as General Partner | ||||
By: | /s/ Jay S. White | |||
Name: | Jay S. White | |||
Title: | Senior Vice President | |||
PRUCO LIFE INSURANCE COMPANY |
||||
By: | /s/ Jay S. White | |||
Name: | Jay S. White | |||
Title: | Assistant Vice President | |||
UNITED OF OMAHA LIFE INSURANCE COMPANY |
||||
By: | Prudential Private Placement Investors, L.P., | |||
as Investment Advisor | ||||
By: | Prudential Private Placement Investors, Inc., | |||
as General Partner | ||||
By: | /s/ Jay S. White | |||
Name: | Jay S. White | |||
Title: | Senior Vice President |
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Acknowledged and agreed to as of the
date herein above written:
AARONS, INC. |
||||
By: | /s/ Gilbert L. Danielson | |||
Name: | Gilbert L. Danielson | |||
Title: | Executive Vice President and Chief Financial Officer |
|||
AARON INVESTMENT COMPANY |
||||
By: | /s/ Gilbert L. Danielson | |||
Name: | Gilbert L. Danielson | |||
Title: | Vice President and Treasurer | |||
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