Exhibit 10(u)




 




AMENDMENT NO. 2 TO REVOLVING




CREDIT AGREEMENT




 




THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

(this “Amendment”) dated as of April 30, 2003, by and among AARON RENTS,

INC., a Georgia corporation (“Borrower”), AARON RENTS, INC. PUERTO RICO,

a Puerto Rico corporation (“Co-Borrower”), the several banks and other

financial institutions from time to time party hereto (the “Lenders”)

SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (“Administrative

Agent”) and WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First

Union National Bank, as Syndication Agent (“Syndication Agent”).




 




W  I

T  N  E  S  S  E  T  H:




 




WHEREAS, the Borrower, Co-Borrower, Lenders and Agents

are parties to that certain Revolving Credit Agreement dated as of March 30,

2001, as amended by that certain Amendment No. 1 to Revolving Credit Agreement,

dated as of October 31, 2002 (as so amended, the “Credit Agreement”);

and




 




WHEREAS, the Borrower has requested that certain terms

in the Credit Agreement be amended and the Administrative Agent and the Lenders

have agreed to the requested amendments on the terms and conditions set forth

herein;




 




NOW, THEREFORE, for and in consideration of the mutual

premises contained herein and other valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, agree as follows:




 




1.             Definitions. 

All terms used herein without definition shall have the meanings set

forth for such terms in the Credit Agreement.




 




2.             Amendment to Section 1.1 of the Credit Agreement.




 




(a)           Section 1.1 of the Credit Agreement

is hereby amended by deleting the definition of “Revolving Commitment” and

substituting the following definition in lieu thereof:




 




“Revolving  Commitment” shall mean, with respect to each Lender, the

obligation of such Lender to make Revolving Loans to the Borrower and the

Co-Borrower and to participate in Letters of Credit and Swingline Loans in an

aggregate principal amount not exceeding the amount set forth with respect to

such Lender on the signature pages to the Second Amendment, or in the case of a

Person becoming a Lender after the effective date of the Second Amendment, the

amount of the assigned “Revolving Commitment” as provided in the Assignment




 





























 




and Acceptance Agreement executed by such Person as an

assignee, as the same may be changed 

pursuant to terms hereof.




 




(b)           Section 1.1 of the Credit Agreement

is hereby amended by adding the following new definition of “Second Amendment”

to such Section in the appropriate alphabetical order:




 




“Second Amendment” shall mean that certain Amendment No.

2 to Revolving Credit Agreement, dated as of April 30, 2003.




 




3.             Conditions of Effectiveness.  This Amendment shall become effective upon

the receipt by Administrative Agent from each of the parties hereto a duly

executed counterpart of this Amendment.




 




4.             Representations and Warranties of Borrower.  Borrower, without limiting the

representations and warranties provided in the Credit Agreement, represents and

warrants to the Lenders and the Administrative Agent, after giving effect to

this Amendment, as follows:




 




(a)           The execution, delivery and

performance by Borrower of this Amendment are within Borrower’s corporate

powers, have been duly authorized by all necessary corporate action (including

any necessary shareholder action) and do not and will not (a) violate any

provision of any law, rule or regulation, any judgment, order or ruling of any

court or governmental agency, the articles of incorporation or by-laws of Borrower

or any indenture, agreement or other instrument to which Borrower is a party or

by which Borrower or any of its properties is bound or (b) be in conflict with,

result in a breach of, or constitute with notice or lapse of time or both a

default under any such indenture, agreement or other instrument.




 




(b)           This Amendment constitutes the legal,

valid and binding obligations of Borrower, enforceable against Borrower in

accordance with their respective terms.




 




(c)           No Default or Event of Default has

occurred and is continuing as of the date hereof.




 




5.             Survival.  Each of the foregoing

representa­tions and warranties and each of the representations and warranties

made in the Credit Agreement shall be made at and as of the date hereof.  Each of the foregoing representations and

warranties shall constitute a representation and warranty of Borrower under the

Credit Agreement, and it shall be an Event of Default if any such

representation and warranty shall prove to have been incorrect or false in any

material respect at the time when made. 

Each of the representations and warranties made under the Credit

Agreement (including those made herein) shall survive and not be waived by the

execution and delivery of this Amendment or any investigation by the Lenders or

the Administrative Agent.




 




6.             No Waiver, Etc. 

Borrower hereby agrees that nothing herein shall constitute a waiver by

the Lenders of any Default or Event of Default, whether known or unknown, which




 




2





























 




may exist under the Credit Agreement. 

Borrower hereby further agrees that no action, inaction or agreement by

the Lenders, including without limitation, any indulgence, waiver, consent or

agreement altering the provisions of the Credit Agreement which may have

occurred with respect to the non-payment of any obligation during the terms of

the Credit Agreement or any portion thereof, or any other matter relating to

the Credit Agreement, shall require or imply any future indulgence, waiver, or

agreement by the Lenders.  In addition,

Borrower acknowledges and agrees that it has no knowledge of any defenses,

counterclaims, offsets or objections in its favor against any Lender with

regard to any of the obligations due under the terms of the Credit Agreement as

of the date of this Amendment.




 




7.             Ratification of Credit Agreement.  Except as expressly amended herein, all

terms, covenants and conditions of the Credit Agreement and the other Loan

Documents shall remain in full force and effect, and the parties hereto do

expressly ratify and confirm the Credit Agreement as amended herein.  All future references to the Credit

Agreement shall be deemed to refer to the Credit Agreement as amended hereby.




 




8.             Binding Nature. 

This Amendment shall be binding upon and inure to the benefit of the

parties hereto, their respective heirs, successors, successors-in-titles, and

assigns.




 




9.             Costs, Expenses and Taxes.  Borrower agrees to pay on demand all

reasonable costs and expenses of the Administrative Agent in connection with

the preparation, execution and delivery of this Amendment and the other

instruments and documents to be delivered hereunder, including, without

limitation, the reasonable fees and out-of-pocket expenses of

counsel for the Administrative Agent with respect thereto and with respect to

advising the Administrative Agent as to its rights and responsibilities

hereunder and thereunder.  In addition,

Borrower shall pay any and all stamp and other taxes payable or determined to be

payable in connection with the execution and delivery of this Amendment and the

other instruments and documents to be delivered hereunder, and agrees to save

the Administrative Agent and each Lender harmless from and against any and all

liabilities with respect to or resulting from any delay in paying or omission

to pay such taxes.




 




10.           Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.




 




11.           Entire Understanding.  This Amendment sets forth the entire

understanding of the parties with respect to the matters set forth herein, and

shall supersede any prior negotia­tions or agreements, whether written or oral,

with respect thereto.




 




12.           Counterparts.  This Amendment may be executed in any number

of counterparts and by different parties hereto in separate counterparts and

may be delivered by telecopier.  Each

counterpart so executed and delivered shall be deemed an original and all of

which taken together shall constitute but one and the same instrument.




 




[Remainder of page

intentionally left blank.]




 




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IN WITNESS WHEREOF, the parties hereto have executed

this Amendment through their authorized officers as of the date first above

written.




 




	

   


  	

  AARON

  RENTS, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gilbert L. Danielson


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  AARON

  RENTS, INC. PUERTO RICO


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Gilbert L. Danielson


  	

   


  
	

   


  	

   


  	

  Name: Gilbert L. Danielson


  
	

   


  	

   


  	

  Title: President


  
					





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




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  SUNTRUST

  BANK, as Administrative Agent, as


  Issuing Bank, as Swingline Lender and as a


  Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Donald M. Thompson


  	

   


  
	

   


  	

   


  	

  Name: Donald M. Thompson


  
	

   


  	

   


  	

  Title: Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Revolving Commitment:  $22,499,999.99


  	

   


  	

   


  
	

  Pro Rata Share: 

  25.0%


  	

   


  	

   


  
	

  Swingline Commitment:  $8,000,000.00


  	

   


  	

   


  





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




5





























 




	

   


  	

  WACHOVIA

  BANK, NATIONAL


  ASSOCIATION, formerly known as First Union


  National Bank,

  as


  Syndication Agent and as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ William F. Fox


  	

   


  
	

   


  	

   


  	

  Name: William F. Fox


  
	

   


  	

   


  	

  Title: Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Revolving Commitment:  $15,555,555.56


  	

   


  	

   


  
	

  Pro Rata Share: 

  18.18%


  	

   


  	

   


  





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




6





























 




	

   


  	

  REGIONS

  BANK, as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Stephen H. Lee


  	

   


  
	

   


  	

   


  	

  Name: Stephen H. Lee


  
	

   


  	

   


  	

  Title: Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Revolving Commitment:  $11,666,666.66


  	

   


  	

   


  
	

  Pro Rata Share: 

  13.64%


  	

   


  	

   


  





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




7





























 




	

   


  	

  SOUTHTRUST

  BANK, N.A.,  as a

  Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Ronald Fontenot


  	

   


  
	

   


  	

   


  	

  Name: Ronald Fontenot


  
	

   


  	

   


  	

  Title: Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Revolving Commitment:  $13,611,111.13


  	

   


  	

   


  
	

  Pro Rata Share: 

  15.91%


  	

   


  	

   


  





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




8





























 




	

   


  	

  BRANCH

  BANKING & TRUST CO.,


  as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Paul E. Mclaughlin


  	

   


  
	

   


  	

   


  	

  Name: Paul

  E. Mclaughlin


  
	

   


  	

   


  	

  Title: Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Revolving Commitment:  $7,777,777.78


  	

   


  	

   


  
	

  Pro Rata Share: 9.09%


  	

   


  	

   


  





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




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  FIFTH

  THIRD BANK, as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Christopher Morey


  	

   


  
	

   


  	

   


  	

  Name: Christopher

  Morey


  
	

   


  	

   


  	

  Title: Assistant

  Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Revolving Commitment:  $7,777,777.78


  	

   


  	

   


  
	

  Pro Rata Share: 9.09%


  	

   


  	

   


  





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




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  BANK LEUMI, USA, as 

  Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Joung Hee Hong


  	

   


  
	

   


  	

   


  	

  Name: Joung Hee Hong


  
	

   


  	

   


  	

  Title: Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Revolving Commitment:  $3,888,888.89


  	

   


  	

   


  
	

  Pro Rata Share: 4.55%


  	

   


  	

   


  





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




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  ISRAEL

  DISCOUNT BANK MIAMI AGENCY,


  as a Lender


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David Keinan


  	

   


  
	

   


  	

   


  	

  Name: David Keinan


  
	

   


  	

   


  	

  Title: SVP & Regional Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Roberto Munoz


  	

   


  
	

   


  	

   


  	

  Name: Roberto Munoz


  
	

   


  	

   


  	

  Title: SVP


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Revolving Commitment:  $3,888,888.89


  	

   


  	

   


  
	

  Pro Rata Share: 4.55%


  	

   


  	

   


  
					





 




[SIGNATURE

PAGE TO AMENDMENT NO. 2 TO


REVOLVING CREDIT AGREEMENT]




 




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