EX-10.1



 Exhibit 10.1 
  

EXECUTION COPY 
 FIFTH
AMENDMENT TO LOAN FACILITY AGREEMENT 
 THIS FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT dated December 6, 2016 (this
“Amendment”) is entered into among Aaron’s, Inc., a Georgia corporation (the “Sponsor”), the Guarantors, the Participants party hereto and SunTrust Bank, as Servicer. All capitalized terms used
herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Facility Agreement (as defined below). 

RECITALS 
 WHEREAS, the
Sponsor, the Participants and SunTrust Bank, as Servicer, entered into that certain Third Amended and Restated Loan Facility Agreement dated as of April 14, 2014 (as amended by that certain First Amendment to Loan Facility Agreement dated as of
December 9, 2014, as amended by that certain Second Amendment to Loan Facility Agreement dated as of September 11, 2015, as amended by that certain Third Amendment to Loan Facility Agreement dated as of December 4, 2015, as amended by
that certain Fourth Amendment to Loan Facility Agreement dated as of June 30, 2016 and as further amended, restated, supplemented or otherwise modified from time to time, the “Loan Facility Agreement”); 

WHEREAS, the Sponsor has requested certain amendments to the Loan Facility Agreement; 

WHEREAS, the Participants agree to such requested amendments subject to the terms and conditions of this Amendment; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendments to Loan Facility
Agreement. The Loan Facility Agreement is hereby amended as follows: 
 (a) The definition of “Canadian Subfacility
Amount” in Section 1.1 of the Loan Facility Agreement is amended to read as follows: 

“Canadian Subfacility Amount” shall mean Cdn$25,000,000, as such amount may be reduced pursuant to
Section 2.7, Section 2.9 or Article IX. 
 (b) The definition of “Maximum Commitment
Amount” in Section 1.1 of the Loan Facility Agreement is amended to read as follows: 

“Maximum Commitment Amount” shall mean One Hundred Twenty-Five Million and No/100 Dollars
($125,000,000), as such amount may be reduced pursuant to Section 2.7, Section 2.9 or Article IX. 
 (c)
Section 2.1(a) of the Loan Facility Agreement is amended by replacing “December 8, 2016” with “December 7, 2017”. 

(d) Section 6.8 of the Loan Facility Agreement is amended by inserting the following new sentence at the end thereof: 







 If at any time any owned real property is pledged as security for the Guaranteed
Obligations, the Sponsor shall and shall cause each appropriate Credit Party to (A) maintain, if available, fully paid flood hazard insurance on all real property that is located in a special flood hazard area and that constitutes such security
for the Guaranteed Obligations, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Servicer or any Participant, (B) furnish to the Servicer evidence of the renewal
(and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (C) furnish to the Servicer prompt written notice of any re-designation of any such improved real property into or out of a special
flood hazard area. 
 (e) Section 6.10 of the Loan Facility Agreement is amended by inserting the following new subsection
(e) immediately after subsection (d) thereof: 
 (e) If at any time owned real property is pledged as security for
the Guaranteed Obligations, (A) the Sponsor shall provide at least forty-five (45) days’ prior written notice to the Servicer of the pledge of such real property as security for the Guaranteed Obligations, (B) the Sponsor shall
provide (1) standard flood hazard determination forms and (2) if any property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Sponsor as to the existence of a special flood hazard and,
if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The
National Flood Insurance Reform Act of 1994 or as otherwise required by the Servicer or any Participant, and (C) the Servicer shall not enter into, accept or record any mortgage in respect of such real property until the Servicer shall have
received written confirmation from each Participant that flood insurance compliance has been completed by such Participant with respect to such real property (such written confirmation not to be unreasonably withheld or delayed). Any increase,
extension or renewal of this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to the Servicer and each Participant. 

(f) Schedule 1.1(b) of the Loan Facility Agreement is amended to read as Schedule 1.1(b) attached hereto. 

2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent in each case in a
manner reasonably satisfactory to the Servicer and each Participant: 
 (a) Amendment. Receipt of a counterpart of this Amendment
signed by each of the Credit Parties, the Participants and the Servicer. 
 (b) Good Standing Certificate. The Servicer shall have
received a certificate of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or formation of the Sponsor. 

(c) Fees and Attorney Costs. The Sponsor shall have paid all fees and other amounts due and payable on or prior to the date hereof,
including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Servicer) required to be reimbursed or paid by the Sponsor hereunder, under any other Operative Document or
under any agreement with the Servicer. 

  
 2 








 3. Miscellaneous. 

(a) This Amendment shall be deemed to be, and is, an Operative Document. 

(b) Each Credit Party (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) agrees that this
Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Facility Agreement or the other Operative Documents or any certificates, documents, agreements and instruments executed
in connection therewith, (iii) affirms all of its obligations under the Operative Documents, (iv) affirms that each of the Liens granted in or pursuant to the Operative Documents are valid and subsisting and (v) agrees that this
Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Operative Documents. 
 (c)
Effective as of the date hereof, all references to the Loan Facility Agreement in each of the Operative Documents shall hereafter mean the Loan Facility Agreement as amended by this Amendment. 

(d) Each of the Credit Parties hereby represents and warrants to the Servicer and the Credit Parties as follows: 

(i) such Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment;

 (ii) this Amendment has been duly executed and delivered by such Credit Party and constitutes such Credit Party’s
legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); 

(iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or
governmental authority or third party is required in connection with the execution, delivery or performance by any Credit Party of this Amendment; and 

(iv) such Credit Party is duly organized, validly existing and in good standing as a corporation, partnership or limited
liability company under the laws of the jurisdiction of its organization. 
 (e) This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopy, pdf or other similar electronic
transmission shall be effective as an original and shall constitute a representation that an executed original shall be delivered. 
 (f)
This Amendment shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of Georgia. 

[Signature pages follow] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as
of the date first above written. 
  

							
	SPONSOR:	 		 	AARON’S, INC.
				
		 		 	By:	 	/s/ Steven A. Michaels
		 		 	Name:	 	Steven A. Michaels
		 		 	Title:	 	 Chief Financial Officer,
 President Strategic
Operations


  

							
	GUARANTORS:	 		 	 AARON INVESTMENT COMPANY,
 as a
Guarantor

				
		 		 	By:	 	/s/ Steven A. Michaels
		 		 	Name:	 	Steven A. Michaels
		 		 	Title:	 	Vice President, Treasurer

  
  

							
		 		 	 AARON’S PRODUCTION COMPANY,
 as
a Guarantor

				
		 		 	By:	 	/s/ Robert W. Kamerschon
		 		 	Name:	 	Robert W. Kamerschon
		 		 	Title:	 	Vice President, Secretary

  

							
		 		 	 99LTO, LLC,
 AARON’S LOGISTICS,
LLC,
 AARON’S PROCUREMENT COMPANY, LLC,
 AARON’S
STRATEGIC SERVICES, LLC,
 each as a Guarantor

				
		 		 	By:	 	AARON’S, INC., as sole Manager
				
		 		 	By:	 	/s/ Steven A. Michaels
		 		 	Name:	 	Steven A. Michaels
		 		 	Title:	 	Chief Financial Officer, President Strategic Operations

  
 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT

 AARON’S INC. 







 
			
	 PROGRESSIVE FINANCE HOLDINGS, LLC,

as a Guarantor

		
	By:	 	/s/ Ryan K. Woodley
	Name:	 	Ryan K. Woodley
	Title:	 	Chief Executive Officer


  
  

			
	 Prog Finance Arizona, LLC
 Prog
Finance California, LLC
 Prog Finance Florida, LLC
 Prog
Finance Georgia, LLC
 Prog Finance Illinois, LLC
 Prog Finance
Michigan, LLC
 Prog Finance New York, LLC
 Prog Finance Ohio,
LLC
 Prog Finance Texas, LLC
 Prog Finance Mid-West, LLC

Prog Finance North-East, LLC
 Prog Finance South-East, LLC

Prog Finance West, LLC
 NPRTO Arizona, LLC

NPRTO California, LLC
 NPRTO Florida, LLC

NPRTO Georgia, LLC
 NPRTO Illinois, LLC

NPRTO Michigan, LLC
 NPRTO New York, LLC

NPRTO Ohio, LLC
 NPRTO Texas, LLC

NPRTO Mid-West, LLC
 NPRTO North-East, LLC

NPRTO South-East, LLC
 NPRTO West, LLC,

each as a Guarantor

		
	By:	 	PROG LEASING, LLC, Sole Manager
		
		 	 By:   PROGRESSIVE FINANCE HOLDINGS, LLC, Sole Manager



  

			
		
	By:	 	/s/ Ryan K. Woodley
	Name:	 	Ryan K. Woodley
	Title:	 	Chief Executive Officer


 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT 

AARON’S INC. 
  







 
			
	PANGO LLC, as a Guarantor
		
	By:	 	PROGRESSIVE FINANCE HOLDINGS, LLC, Sole Manager


  

			
		
	By:	 	/s/ Ryan K. Woodley
	Name:	 	Ryan K. Woodley
	Title:	 	Chief Executive Officer


  

			
	PROG LEASING, LLC, as a Guarantor
		
	By:	 	PROGRESSIVE FINANCE HOLDINGS, LLC, Sole Manager


  

			
		
	By:	 	/s/ Ryan K. Woodley
	Name:	 	Ryan K. Woodley
	Title:	 	Chief Executive Officer


  
 FIFTH AMENDMENT TO LOAN FACILITY
AGREEMENT 
 AARON’S INC. 
  








							
	SERVICER:	 		 	 SUNTRUST BANK,
 as Servicer and as a
Participant

				
		 		 	By:	 	/s/ Chris Baldwin
		 		 	Name:	 	Chris Baldwin
		 		 	Title:	 	Vice President

  
 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT

 AARON’S INC. 








							
	PARTICIPANTS:	 		 	 BANK OF AMERICA, N.A.,
 as a
Participant

				
		 		 	By:	 	/s/ Andrew Rossman
		 		 	Name:	 	Andrew Rossman
		 		 	Title:	 	Vice President

  
 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT

 AARON’S INC. 
  








							
	PARTICIPANTS:	 		 	 FIFTH THIRD BANK,
 as a
Participant

				
		 		 	By:	 	/s/ Mary Ramsey
		 		 	Name:	 	Mary Ramsey
		 		 	Title:	 	Vice President

  
 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT

 AARON’S INC. 
  

 








							
	PARTICIPANTS:	 		 	 REGIONS BANK,
 as a
Participant

				
		 		 	By:	 	/s/ Barrett Daws
		 		 	Name:	 	Barrett Daws
		 		 	Title:	 	Vice President

  
 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT

 AARON’S INC. 
  

 
  








							
	PARTICIPANTS:	 		 	 BRANCH BANKING AND TRUST COMPANY,

as a Participant

				
		 		 	By:	 	/s/ Max N Greer III
		 		 	Name:	 	Max N Greer III
		 		 	Title:	 	Senior Vice President

  
 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT

 AARON’S INC. 
  

 
  







  

							
	PARTICIPANTS:	 		 	 CITIZENS BANK, N.A.,
 as a
Participant

				
		 		 	By:	 	/s/ Elizabeth Aigler
		 		 	Name:	 	Elizabeth Aigler
		 		 	Title:	 	Officer

  
 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT

 AARON’S INC. 
  

 







  

							
	PARTICIPANTS:	 		 	 SYNOVUS BANK,
 as a
Participant

				
		 		 	By:	 	/s/ Bradley C. Beard
		 		 	Name:	 	Bradley C. Beard
		 		 	Title:	 	Senior Vice President

  
 FIFTH AMENDMENT TO LOAN FACILITY AGREEMENT

 AARON’S INC. 
  

 







 SCHEDULE 1.1(b) 

PARTICIPANT COMMITMENTS 
  

					
	 Participant
	  	Participating
Commitment	 
	 SunTrust Bank
	  	$	26,190,476.43	  
	 Bank of America, N.A.
	  	$	21,428,571.43	  
	 Fifth Third Bank, an Ohio banking corporation
	  	$	21,428,571.43	  
	 Regions Bank
	  	$	21,428,571.43	  
	 Branch Banking & Trust Company
	  	$	19,047,619.29	  
	 Citizens Bank
	  	$	9,523,809.29	  
	 Synovus Bank
	  	$	5,952,380.71	  
		  	  
	  
	 
	 Total:
	  	$	125,000,000.00