EXHIBIT 10(jj)


 


FIRST AMENDMENT TO AMENDED AND RESTATED
MASTER AGREEMENT AND AMENDED AND RESTATED LEASE AGREEMENT


 


This FIRST
AMENDMENT TO AMENDED AND RESTATED MASTER AGREEMENT AND AMENDED AND RESTATED
LEASE AGREEMENT, dated as of July 27, 2005 (this “Amendment”), is
among AARON RENTS, INC. (“Lessee” or “Aaron Rents”), SUNTRUST
BANKS, INC., a Georgia corporation (“Lessor”), WACHOVIA BANK, NATIONAL
ASSOCIATION, as lender (the “Lender”), and SUNTRUST BANK, a Georgia
banking corporation, as lease participant (in such capacity, the “Lease
Participant”), and as agent (in such capacity, the “Agent”).


 


BACKGROUND


 


1.                                       Lessee,
Lessor, the Lender and the Agent are parties to that certain Amended and
Restated Master Agreement, dated as of October 31, 2001, as amended by the
First Omnibus Amendment, dated as of August 21, 2002 (the “Omnibus
Amendment”), among the Lessee, the Lender, the Lessor , the Lease
Participant and the Agent (the “Master Agreement”).  Lessee and Lessor are parties to that certain
Amended and Restated Lease Agreement, dated as of October 31, 2001, as
amended by the Omnibus Amendment (the “Lease”).


 


2.                                       The
parties hereto desire to amend the Master Agreement and the Lease in certain
respects as set forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section 1. Definitions.  Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings assigned thereto in the
Master Agreement.


 


Section 2.  Minimum
Consolidated Net Worth.  Section 5.13
of the Master Agreement is hereby amended by (i) deleting the number “$187,675,200.00”
where it appears in clause (i) thereof and substituting therefor
the number “$338,340,000” and (ii) deleting the date of “March 31,
2001” where it appears in clause (ii) thereof and substituting
therefor the date “June 30, 2004”.


 


Section 3.  Indebtedness.  Section 5.14 of the Master
Agreement is hereby amended by (i) deleting the number “$5,000,000” where
it appears in subsection (c) thereof and substituting therefor
the number “$15,000,000”; (ii) deleting the number “$5,000,000” where it
appears in clause (2) of subsection (g) thereof
and substituting the number “$250,000”; (iii) deleting the text of subsection (g) thereof
and substituting therefor the following:


 


(g)                                 Guarantees
by the Lessee of Indebtedness of certain franchise operators of the Lessee,
provided such guarantees are given by the Lessee in connection with (1)  loans made pursuant to the terms of the Loan Facility
Agreement, (2) loans made pursuant to the South Trust Loan Facility
Agreement in an aggregate principal amount not to exceed $250,000, and (3) loans
made by Sun Trust Bank to finance the purchase of equity


 





















 


interests in certain franchises of the Lessee
in an aggregate principal amount not to exceed $10,000,000, (4) loans made
pursuant to the terms of the Rosey Rentals Loan Facility Agreement in an
aggregate principal amount not to exceed Twenty Five Million Dollars
($25,000,000), and (5) loans made pursuant to the terms of the RBC Loan
Facility Agreement in an aggregate principal amount not to exceed Fifteen
Million Canadian Dollars (Cdn. $15,000,000);


 


;and
(iii) deleting subsection (k) thereof and substituting therefor
the following:


 


(k)                                  Indebtedness
as evidenced by (i) the 6.88% Senior Notes of the Lessee in the amount of
$50,000,000 issued pursuant to the 2002 Note Agreement and (ii) the 5.03%
Senior Notes of the Lessee in the amount of $60,000,000 issued pursuant to the
2005 Note Agreement, together with Guarantees of such Indebtedness by any
Subsidiaries of the Lessee; and


 


(i)                                     other unsecured Indebtedness in an aggregate principal
amount not to exceed $30,000,000 at any time outstanding.


 


Section 4.  Negative Pledge.  Section 5.15 of the Master
Agreement is hereby amended by deleting the text of subsection (g) thereof
and substituting therefor the following: 
“Liens created by the Operative Documents and Liens securing the
obligations of the Lessee and certain of its Subsidiaries under the Credit
Agreement and the documents related thereto.


 


Section 5.  Investments.  Section 5.17 of the Master
Agreement is hereby amended by (i) deleting the text of subsection (f) thereof
and substituting therefor the following:


 


(f)                                    (i) loans
to franchise operators and owners of franchises acquired or funded pursuant to
the Loan Facility Agreement, the Rosey Rentals Loan Facility Agreement, the RBC
Loan Facility Agreement and the SouthTrust Loan Facility Agreement and (ii) other
adequately secured and properly monitored loans to franchise operators and
owners of franchises in an aggregate principal amount outstanding, together
with loans outstanding under clause (i) of this Section 5.17(f),
not to exceed the aggregate facility amounts available for borrowing by
franchise operators that the Lessee is permitted to guarantee pursuant to Section 5.14;


 


; and (ii) deleting
the number “$2,500,000” where is appears in subsection (j) thereof
and substituting therefor the number “$10,000,000”.


 


Section 6.  Sale of Assets.  Section 5.19 of the Master
Agreement is hereby amended by deleting the number “$5,000,000” in subsection (d) thereof
and substituting therefor the number “$10,000,000”.


 


Section 7.  Restrictive Agreements.  Section 5.21 of the Master
Agreement is hereby amended by inserting the phrase “the 2002 Note Agreement,
the 2005 Note Agreement” immediately after the phrase “other Transaction
Document” where it appears in clause (i) of the proviso
thereof.


 


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Section 8.  Sale and Leaseback Transactions. Section 5.22 of the Master Agreement is hereby
amended by deleting the number “$30,000,000” where it appears therein and
substituting therefor the number “$100,000,000”. 


 


Section 9.  Certain Definitions.  The definition of “Credit Agreement” that
appears in Appendix A to the Master Agreement is hereby deleted in its
entirety and the following shall be substituted therefor:


 


“Credit Agreement” means the Revolving Credit Agreement, dated
as of May 28, 2004 among Aaron Rents, Inc., as borrower, Aaron Rents, Inc.
Puerto Rico, as co-borrower, the lenders from time to time party thereto,
SunTrust Bank, as administrative agent and Wachovia Bank, National Association,
as syndication agent.


 


The definition of “Consolidated
Total Debt” that appears in Appendix A to the Master Agreement is hereby
amended by ending the first sentence thereof immediately after the phrase “definition
of Indebtedness” and deleting the text of such first sentence that follows such
phrase.  The definition of “Material
Indebtedness” that appears in Appendix A to the Master Agreement is
hereby amended by deleting the number “$500,000” where it appears therein and
substituting therefor the number “$1,000,000”.


 


The definition of “Permitted
Acquisition” that appears in Appendix A to the Master Agreement is
hereby deleted in its entirety and the following shall be substituted therefor:


 


“Permitted
Acquisition” shall mean any Acquisition so long as (a) immediately
before and after giving effect to such Acquisition, no Potential Event of
Default or Event of Default exists, (b) such Acquisition has been approved
by the board of directors of the Person being acquired prior to any public
announcement thereof, (c) the total consideration (including all cash,
debt, stock and other property, and assumption of obligations for borrowed
money) of any single Acquisition or series of related Acquisitions does not
exceed $40,000,000, (d) the total consideration (including all cash, debt,
stock and other property, and assumption of obligations for borrowed money) of
all Acquisitions during any fiscal year does not exceed $80,000,000 and (e) immediately
after giving effect to such Acquisition, the Lessee and its Subsidiaries will
not be engaged in any business other than businesses of the type conducted by
the Lessee and its Subsidiaries on May 28, 2004 and businesses reasonably
related thereto. As used herein, Acquisitions will be considered related
Acquisitions if the sellers under such Acquisitions are the same Person or any
Affiliate thereof.


 


The following definitions shall
be added to Appendix A to the Master Agreement in the appropriate
alphabetical order:


 


“2002 Note
Agreement” means that certain Note Purchase Agreement,
dated as of August 15, 2002, by and among the Lessee, the other Loan
Parties party thereto, The Prudential Insurance Company of America and the
other purchasers signatory thereto.


 


“2005 Note
Agreement” means that certain Note Purchase Agreement,
dated as of July 27, 2005, by and among the Lessee, the other Loan Parties
party thereto, The Prudential Insurance Company of America and the other
purchasers signatory thereto.


 


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“RBC Loan Facility Agreement”
shall mean the credit facility agreement among the Lessee, Royal Bank of Canada
and any other parties thereto dated on or about July 27, 2005, whereby the
Lessee and any Subsidiary may, among other things, guarantee loans made to
franchise operators and owners of the Sponsor pursuant to the terms thereof.


 


“Rosey Rentals Loan Facility Agreement”
shall mean the Amended and Restated Loan and Security Agreement dated as of May 5,
2004 by and among Rosey Rentals, L.P. and Wachovia Bank, N.A. (as successor to
SouthTrust Bank).


 


Section 10.  Judgment Event of Default.  Paragraph (m)
of Article XII of the Lease is hereby amended by deleting the text
thereof in its entirety and substituting therefor the following:


 


(m)                               any
judgment or order for the payment of money in excess of $1,000,000, or any two
or more judgments or orders for the payment of money in excess of $5,000,000,
shall be rendered against the Lessee or any Subsidiary, and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be a period of 30 consecutive days during which
a stay of enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect;


 


Section 11.  Patriot Act.  Each Funding Party
and the Agent (for itself and not on behalf of the Lenders) hereby notifies the
Lessee that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it
is required to obtain, verify and record information that identifies the
Lessee, which information includes the name and address of the Lessee and other
information that will allow such Funding Party or the Agent, as applicable, to
identity the Lessee in accordance with the Act.


 


Section 12.  Representations. Lessee hereby
represents and warrants that, after giving effect to this Amendment, (i) no
Event of Default or Potential Event Default has occurred and is continuing or
will result from this Amendment, and (ii) each representation and warranty
of Lessee contained in the Master Agreement and the other Operative Documents
as amended by this Agreement is true and correct in all material respects on
the date hereof as though made on and as of the date hereof, except to the
extent such representations or warranties relate solely to an earlier date, in
which case such representations and warranties shall have been true and correct
in all material respects on and as of such earlier date.


 


Section 13. Miscellaneous.  This Documentary Conventions shall apply to
this Amendment.  The Operative Documents,
as amended hereby, remain in full force and effect.  Any reference to any Operative Document from
and after the date hereof shall be deemed or referred to such Operative
Documents and amended hereby, unless otherwise expressly stated.  Lessee hereby agrees to promptly pay, or
reimburse the Agent for, any and all costs incurred by the Agent in connection
with this Amendment, including, without limitation, the fees and disbursements
of Greenberg Traurig, LLP.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective duly authorized officers as of the year first above written.


 


	
   

  	
  AARON RENTS, INC., as the Lessee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Gilbert L. Danielson

  	
   

  
	
   

  	
  Name:

  	
  Gilbert L. Danielson

  
	
   

  	
  Title:

  	
  Executive
  Vice President and

  Chief Financial Officer

  	
   

  
							



 


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  SUNTRUST BANKS, INC., as the Lessor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ R. Todd Shutley

  	
   

  
	
   

  	
  Name:

  	
  R. Todd Shutley

  
	
   

  	
  Title:

  	
  Vice President

  
						



 


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  SUNTRUST BANK, as the Agent and as the
  Lease Participant

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Ken Bauchle

  	
   

  
	
   

  	
  Name:

  	
  Ken Bauchle

  
	
   

  	
  Title:

  	
  Vice President

  
						



 


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  WACHOVIA BANK, NATIONAL ASSOCIATION, as the
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Martha M. Winters

  	
   

  
	
   

  	
  Name:

  	
  Martha M. Winters

  
	
   

  	
  Title:

  	
  Director

  
						



 


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