EX-10.1


 EXHIBIT 10.1 

EXECUTION VERSION 
 THIRD
AMENDMENT TO LOAN FACILITY AGREEMENT 
 THIS THIRD AMENDMENT TO LOAN FACILITY AGREEMENT dated December 4, 2015 (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 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)         Section 2.1(a) of the Loan Facility Agreement is amended by
replacing “December 9, 2015” with “December 8, 2016”. 

(b)         The portion of Section 3.3 of the Loan Facility Agreement
preceding clause (a) thereof is amended in its entirety to read as follows: 

Section 3.3        Monthly Servicing
Report.   Within three (3) Business Days after the end of each calendar month, the Servicer shall telecopy (or email) to the Sponsor a servicing report in a form substantially similar to Exhibit F or such
other form as may be mutually agreed between the Servicer and Sponsor (the “Monthly Servicing Report”) setting forth the following information with respect the Loans: 

(c)         Section 4.1 of the Loan Facility Agreement is amended in its
entirety to read as follows: 
 Section 4.1        Notice of
Loan Defaults.  Within fifteen (15) days after the occurrence of any Loan Payment Default, the Servicer shall send written notice of such Loan Payment Default to the applicable Borrower and Sponsor. Within fifteen (15) days
after the Servicer obtains actual knowledge of the occurrence of any Loan Default other than a Loan Payment Default, the Servicer shall send written notice of such Loan Default to the applicable Borrower and Sponsor. 

  
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 (d)         Section 4.5 of the
Loan Facility Agreement is amended in its entirety to read as follows: 

Section 4.5        Rights after Response Period and for
Loan Defaults other than Loan Payment Defaults.  In the event that (a) any Loan Default (other than a Loan Payment Default) occurs and is continuing or (b) any Loan Payment Default is not cured during the applicable
Response Period, (i) the Servicer shall have the right to (A) demand that Sponsor comply with its obligations with respect to such Defaulted Loan set forth in Article X and (B) administer and enforce such Loan as it deems
appropriate, without regard to any limitations or restrictions set forth herein (but subject to Article III in all events) or in any other Operative Document, and (ii) notwithstanding anything contained in this Article IV to the contrary, the
Sponsor shall, within five (5) Business Days of its receipt of a written demand from the Servicer instructing it to do so, purchase the Loan Indebtedness of the Defaulted Loan and assume the Loan Commitment related thereto. 

2.          Conditions Precedent.    This
Amendment shall be effective upon satisfaction of the following conditions precedent: 

(a)         Amendment.  The Servicer shall have received
counterparts of this Amendment signed by each of the Credit Parties, the Participants and the Servicer. 

(b)         Good Standing Certificates.  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 each Credit Party. 

(c)         Fees and Attorney Costs.  The Sponsor shall have
paid (i) 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, and (ii) all fees and other amounts set forth in the invoice provided to the Sponsor by the Servicer prior to the date
hereof. 
 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. 

  
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 (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; 

(iv)       there are no known investigations or inquiries by any
Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof; 

(v)        except as set forth in a certificate of an officer (or
manager) of such Credit Party delivered to the Servicer on the date hereof, (A) there have been no changes to (1) the articles of incorporation or other constitutive document or (2) bylaws, operating agreement or other similar
governing document of such Credit Party last certified and delivered to the Servicer and (B) the name and title of each officer of such Credit Party as set forth in a secretary’s certificate, incumbency certificate or similar certificate
for such Credit Party last delivered to the Servicer; 
 (vi)       the
resolutions of such Credit Party last certified and delivered to the Servicer in connection with the Loan Facility Agreement duly authorize the execution, delivery and performance of this Amendment and the Loan Facility Agreement as amended hereby;

 (vii)      as of the date hereof, no Credit Event or Unmatured Credit Event
exists; and 
 (viii)     as of the date hereof, all representations and warranties
of such Credit Party set forth in the Operative Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such
representations and warranties are true and correct in all respects); provided, that to the extent any such representation or warranty relates to a specific prior date, such representation or warranty is true and correct in all material
respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) only as of such specific
prior date. 
 (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. 

  
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 (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] 

  
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 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/ Gilbert L.
Danielson                                    	 	
		 		 	Name:	 	Gilbert L. Danielson	 	
		 		 	Title:	 	Executive Vice President and Chief Financial
		 		 		 	Officer
			
	GUARANTORS:	 		 	AARON INVESTMENT COMPANY,
		 		 	as a Guarantor
				
		 		 	By:  /s/ Gilbert L.
Danielson                                    	 	
		 		 	Name:	 	Gilbert L. Danielson	 	
		 		 	Title:	 	Vice President and Treasurer	 	
			
		 		 	AARON’S PRODUCTION COMPANY,
		 		 	as a Guarantor
				
		 		 	By:  /s/ Gilbert L.
Danielson                                    	 	
		 		 	Name:	 	Gilbert L. Danielson	 	
		 		 	Title:	 	President and Chief Executive Officer	 	
			
		 		 	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/ Gilbert L.
Danielson                                    	 	
		 		 	Name:	 	Gilbert L. Danielson	 	
		 		 	Title:	 	Executive Vice President, Chief Financial	 	
		 		 		 	Officer	 		 	
			
		 		 	PROGRESSIVE FINANCE HOLDINGS, LLC,
		 		 	as a Guarantor
				
		 		 	By:  /s/ Gilbert L.
Danielson                                    	 	
		 		 	Name:	 	Gilbert L. Danielson	 	
		 		 	Title:	 	Executive Vice President	 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
		 		 	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/ Gilbert L.
Danielson                                    	 	
		 		 	Name:	 	Gilbert L. Danielson	 	
		 		 	Title:	 	Executive Vice President	 	
			
		 		 	PANGO LLC, as a Guarantor
				
		 		 	By:	 	PROGRESSIVE FINANCE HOLDINGS, LLC,
		 		 		 	Sole Manager	 	
				
		 		 	By:  /s/ Gilbert L.
Danielson                                    	 	
		 		 	Name:	 	Gilbert L. Danielson	 	
		 		 	Title:	 	Executive Vice President	 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
		 		 	PROG LEASING, LLC, as a Guarantor
				
		 		 	By:	 	PROGRESSIVE FINANCE HOLDINGS, LLC,
		 		 		 	Sole Manager	 	
				
		 		 	By:  /s/ Gilbert L.
Danielson                                    	 	
		 		 	Name:	 	Gilbert L. Danielson	 	
		 		 	Title:	 	Executive Vice President	 		 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
	SERVICER:	 		 	SUNTRUST BANK,
		 		 	as Servicer and as a Participant
				
		 		 	By:/s/ Richard D.
Rowe                                         
 	 	
		 		 	Name:	 	Richard D. Rowe	 	
		 		 	Title:	 	Director	 		 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
	PARTICIPANTS:	 		 	REGIONS BANK,
		 		 	as a Participant
				
		 		 	By:/s/ Ryan
Hammack                                        
    	 	
		 		 	Name:	 	Ryan Hammack	 	
		 		 	Title:	 	Vice President	 		 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
	PARTICIPANTS:	 		 	BRANCH BANKING AND TRUST COMPANY,
		 		 	as a Participant
				
		 		 	 By:/s/ Bradley B.
Sands                                        
  
	 	
		 		 	 Name:
	 	  Bradley B. Sands
	 	
		 		 	 Title:
	 	  Assistant Vice President
	 		 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
	PARTICIPANTS:	 		 	BANK OF AMERICA, N.A,	 	
		 		 	as a Participant	 	
			
		 		 	By:/s/ Ryan
Maples                                        
          
		 		 	Name:	 	 Ryan Maples	 	
		 		 	Title:	 	 Vice President	 		 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
	PARTICIPANTS:	 		 	SYNOVUS BANK,	 	
		 		 	as a Participant	 	
				
		 		 	By:/s/ John R.
Frierson                                        
    	 	
		 		 	Name:	 	 John R. Frierson	 	
		 		 	Title:	 	 Senior Vice President	 		 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
	PARTICIPANTS:	 		 	FIFTH THIRD BANK,	 	
		 		 	as a Participant	 	
			
		 		 	By:/s/ Robert
Urban                                        
        
		 		 	Name:	 	 Robert Urban	 	
		 		 	Title:	 	 Managing Director	 		 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC. 








											
	PARTICIPANTS:	 		 	CITIZENS BANK, N.A.,	 	
		 		 	as a Participant	 	
			
		 		 	By:/s/ Peter van der
Horst                                        

		 		 	Name:	 	Peter van der Horst	 	
		 		 	Title:	 	Senior Vice President	 		 	


  
 THIRD AMENDMENT TO LOAN
FACILITY AGREEMENT 
 AARON’S, INC.