Exhibit 10.2





Exhibit
10.2




Execution Version




SECOND AMENDMENT TO 

SERVICING AGREEMENT




THIS SECOND AMENDMENT TO SERVICING AGREEMENT (this “Amendment”), is made and entered into as
of May 22, 2009, by and among AARON’S, INC., a Georgia corporation formerly known as Aaron Rents,
Inc. (“Sponsor”), and SUNTRUST BANK (“SunTrust”), as Servicer (in such capacity, the “Servicer”).



W I T N E S S E T H:




WHEREAS, the Sponsor and the Servicer are parties to a certain Servicing Agreement, dated as
of May 28, 2004, as amended by that certain First Amendment to Servicing Agreement dated as of May
23, 2008 (as so amended and as may be further amended, restated, supplemented or otherwise modified
from time to time, the “Servicing Agreement”; capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Servicing Agreement or the Loan
Facility Agreement, as the context requires), pursuant to which the Servicer has made certain
financial accommodations available to the Sponsor;



WHEREAS, the Sponsor has requested that the Servicer amend certain provisions of the Servicing
Agreement, and subject to the terms and conditions hereof, the Servicer is willing to do so;



NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of
which are acknowledged, the Sponsor and the Servicer agree as follows:




1. Amendments.



(a) Section 1.1 of the Servicing Agreement is hereby amended by replacing the definition of
“Commitment Letter” with the following:




“Commitment Letter” means a letter from Servicer to a potential Borrower
named in a Funding Approval Notice, substantially in the form of Exhibit C,
whereby Servicer agrees to establish a Loan Commitment in favor of such Franchisee
upon the terms and conditions set forth therein and in the Operative Documents.



(b) Section 1.1 of the Servicing Agreement is hereby amended by deleting the definition of
“EBIT”.



 


 









 





(c) Section 2.1 of the Servicing Agreement is hereby amended by replacing subsections (a) and
(c) of such Section in their entirety with the following:



(a) In the event that Sponsor desires that Servicer establish a Loan
Commitment under the Operative Documents, Sponsor shall forward to Servicer an
appropriate Funding Approval Notice no later than thirty (30) days prior to the
anticipated Closing Date of such Loan Commitment. Such Funding Approval Notice
shall indicate whether the requested Loan Commitment is a Line of Credit
Commitment, a Revolving Commitment or a Term Loan Commitment and shall contain the
following information:




(i) the Franchisee’s legal name and State of organization;




(ii) the amount of the Loan Commitment;




(iii) the applicable interest rate for such Loan;




(iv) the amount of the Commitment Fee, which shall not exceed 100 basis
points;




(v) a copy of the Franchisee’s executed franchise application authorizing
release of all information set forth therein or delivered in connection therewith
to Servicer;




(vi) the Franchisee’s federal tax identification number or social security
number;




(vii) the legal address(es) (including county) of the Franchisee’s residence
or principal place of business, each store location, and the site(s) where any
Collateral to be pledged as security for the Loan is stored, together with any
other corporate or tradenames used by the Franchisee in the last five (5) years;




(viii) if the Franchisee is a corporation, copies of the Franchisee’s
Articles or Certificate of Incorporation, certified by the Secretary of State of
its incorporation, copies of the Franchisee’s by-laws and current incumbency
certificate, if the Franchisee is a partnership, a copy of the current partnership
agreement, if the Franchisee is a limited liability company, a copy of the current
operating or limited liability company agreement and if the Franchisee is a sole
proprietor, a Statement of Sole Proprietorship in the form provided by Servicer;




(ix) good standing certificate from the Secretary of State in which the
Franchisee is organized or formed;




(x) for any Revolving Commitment or Term Loan Commitment, a detailed
description of the financial covenants to be included in the Loan Agreement,
including any defined terms used in such financial covenants; and


 


2









 






(xi) such other information as Servicer shall reasonably request, including,
without limitation, a listing of all Subsidiaries of the Franchisee, a listing of
all Guarantors and a listing of all Permitted Liens.




The Funding Approval Notice shall contain a statement that Sponsor has
approved the Franchisee for a franchise license and for participation in the
Franchisee Loan Program and shall also state that the Sponsor consents to the liens
in favor of Servicer provided for therein.




(c) Sponsor shall forward to Servicer a completed Store Opening Information
Sheet (i) contemporaneously with the Funding Approval Notice if the Franchisee is
already a Borrower and (ii) at least ten (10) Business Days prior to the
anticipated Closing Date if the Franchisee is not presently a Borrower, in each
case together with the following additional documents:




(1) a duly executed Landlord’s Waiver for each leased location listed on the Store
Opening Information Sheet where the financed Merchandise is located, substantially
in the form of Exhibit H; and




(2) complete legal descriptions for each leased location listed on the Store
Opening Information Sheet where the financed Merchandise is located.




If Sponsor fails to deliver any of the foregoing items to the Servicer, the
Servicer shall have no obligation to maintain such items in its files or to notify
Sponsor that such items have not been received by Servicer.



(d) Section 2.2 of the Servicing Agreement is hereby amended by replacing the second paragraph
of such Section in its entirety with the following:




To the extent that any of the foregoing items (other than the Loan Agreement
or Master Note) have been provided by the relevant Franchisee in connection with a
prior Loan, Sponsor may waive the requirement that such documents be prepared by
the Servicer or executed by the Franchisee. At the request of the Sponsor set
forth in the Funding Approval Notice, the Servicer will prepare a Commitment Letter
and forward such Commitment Letter with the Legal Forms to the Franchisee.



 


3









 




(e) Section 2.2 of the Servicing Agreement is hereby further amended by replacing the contact
information for SunTrust Bank with the following:




Aaron’s Program Manager

SunTrust Bank

Program Lending

303 Peachtree Street, N.E.

2nd Floor

Mail Code 1802

Atlanta, Georgia 30308



(f) Section 2.3 of the Servicing Agreement is hereby amended by replacing subsections (b) and
(c) of such Section in their entirety with the following:




(b) Each of the Loan Agreements shall require that the applicable Borrower
thereunder comply with the following financial covenant[s]:




[(i) Rental Revenue to Debt Service. Commencing on the first day of
the calendar quarter in which the 25th month following the Opening Date of the
first store location of the Borrower occurs and measured as of the last day of the
calendar quarter in which such 25th month occurs and on the last day of each
calendar quarter thereafter, the ratio of the Borrower’s Rental Revenue to Debt
Service for such quarter shall not be less than 2.2:1.0;]1




(ii) Debt to Rental Revenue. [Commencing on the first day of the
calendar quarter in which the first day of the 19th month following the Opening
Date of the first store location of Borrower occurs and measured as of the last day
of the calendar quarter in which such 19th month occurs and on the last day of each
calendar quarter thereafter,][On the last day of each calendar quarter] the ratio
of Borrower’s Debt to Borrower’s Rental Revenue, shall not exceed
[_____]:1.0.2




To the extent any of the financial covenants set forth above in this Section
2.3(b) are calculated based upon the Opening Date of a store location, the
financial information from store locations that have not reached the Opening Date
anniversary incorporated into such covenants shall be excluded from such
calculations. Debt Service and Debt attributable to such locations and deducted
from the final calculations shall be deducted on a pro rata basis calculated by
dividing such stores’ aggregate Net Book Value of Merchandise by the Net Book Value
of Merchandise for all store locations. The financial covenants shall otherwise be
calculated on a consolidated basis as to all store locations.




(c) Reserved.


 





	 	 	 
	1	 	Note: This covenant will not apply in the case
of any Borrowers who have Revolving Loans or Term Loans as, in such case, the
Borrowing Base in the applicable Loan Agreement will apply in lieu of this
covenant.

	 
	2	 	Note: This covenant will apply and be tested on
last day of each calendar quarter and not be tied to any Opening Date of store
locations in the case of any Borrowers who have Revolving Loans or Term Loans.
Covenant levels for this covenant will be established by Sponsor in the
applicable Loan Agreement for each Borrower.




 


4









 









(g) Section 2.4 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the following:




2.4 Use of Loan Proceeds; Mechanics of Loan Program for Line of Credit
Loans.




(a) No later than fifteen (15) days after Servicer’s receipt of the executed
Loan Documents, Servicer shall establish a DDA Account for the Franchisee and shall
also establish Loan Account for the Franchisee.




(b) Upon establishment of the above-referenced accounts and receipt of the
above-referenced Loan Documents, duly executed by the Borrower and each Guarantor,
and if requested by Sponsor in writing, confirmation by Servicer of its
first-priority security interest in the Collateral, Servicer shall notify the
Borrower and Sponsor that the Borrower may request Advances pursuant to the Line of
Credit Commitment; provided, however, that the minimum amount of
each Advance shall be $500. Each Advance shall be made by Servicer for the sole
purpose of honoring requests from the Borrower, made through the Aaron’s
Proprietary System, for ACH transfers to suppliers of Merchandise in payment of
Approved Invoices, for payment of state sales and use taxes and for payment of
freight charges. The Borrowers shall not be authorized to use the DDA Account for
any other purpose.




(c) Each Borrower will submit purchase order requests for Merchandise to
Sponsor. In the event that the purchase order is authorized pursuant to the
Franchise Agreement, Sponsor will prepare the purchase order and submit the same to
the appropriate supplier requested by the Borrower. The supplier will be
instructed to ship all Merchandise directly to the Borrower and the Borrower will
be responsible for inspecting all Merchandise and resolving all disputes regarding
the Merchandise with such supplier. The supplier will invoice the Borrower for
such Merchandise in accordance with normal industry practice. When the Borrower
wishes to pay such invoice, the Borrower, subject to availability of its Loan
Commitment and the minimum borrowing threshold, shall pay such invoice by directing
Servicer, through the Aaron’s Proprietary System, to pay such invoice by means of
an ACH transfer from its DDA Account. Any directions for ACH transfers inputted by
the Borrowers into the Aaron’s Proprietary System prior to 12:00 Midnight (Atlanta,
Georgia time) on any Business Day, shall be forwarded to Servicer pursuant to
Sponsor’s existing ACH access by 3:30 p.m. (Atlanta, Georgia time) on the next
Business Day and, if properly forwarded to Servicer by Sponsor shall be paid by
Servicer no later than the second Business Day thereafter, unless Sponsor is
otherwise notified by Servicer.


 


5









 






(d) Sponsor hereby acknowledges and agrees that Servicer has no ability to
halt an ACH transfer upon the inputting of such transfer request by Sponsor from
the Aaron’s Proprietary System into the ACH system (other than the ability to
retrieve ACH transfers which are sent to the wrong party or otherwise manifestly
erroneous as provided in the ACH Agreement with Sponsor) and Sponsor accepts full
responsibility for any overadvance created by such inputting of information. Upon
receipt of the request for an ACH transfer, Servicer shall honor such request by
making an Advance pursuant to the Loan Commitment in the amount of such request
into the Borrower’s DDA Account and automatically forwarding such amount to the
supplier by means of an ACH transfer in accordance with the instructions of the
Borrower passed onto Servicer by Sponsor.




(e) Nothing set forth herein shall be deemed to vary the terms and conditions
of the MicroACH Service Agreement by and between Servicer and Sponsor.



(h) Section 2.5 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the Following:




2.5 Tracking of Collateral for Borrowers; Asset Dispositions of Borrowers with
Lines of Credit.




All Merchandise financed by Servicer must be serialized via the Aaron’s Proprietary
System for appropriate reconciliation of Advances and receipt of Merchandise and
for purposes of tracking Asset Dispositions. Each Borrower shall be obligated to
furnish serial numbers for all Merchandise purchased directly to Sponsor on a
weekly basis (and, if available, on a daily basis) by transmittal of Borrower’s
receiving report (containing Aaron’s Proprietary System numbers) directly to
Sponsor on the Aaron’s Proprietary System. As set forth more fully below, Sponsor
will maintain and track such information as agent for Servicer, and Servicer shall
at all times have access to such information.




Any Borrower with a Line of Credit shall immediately report any Asset Disposition
to Sponsor by means of the Aaron’s Proprietary System, such information to include
the Aaron’s Proprietary System numbers, and if assigned, the serial numbers of the
Merchandise subject to the Asset Disposition, the Net Book Value of such
Merchandise and the proceeds received by the Borrower therefrom. Sponsor on a
monthly basis shall transmit all such information to Servicer in summary form to be
received by Servicer no later than the twelfth Business Day of each month. Based
solely on such information provided by Sponsor to Servicer, Servicer shall prepare
and forward to each Borrower, on a monthly basis, an invoice for payment of the
aggregate outstanding amount of the Line of Credit Loan in an amount equal to the
Net Book Value of the Asset Dispositions during the preceding month not applied to
Advances made during such month (the “Asset Disposition Invoice”), unless
Sponsor notifies the Servicer in writing that it wishes to waive the payment
reflected in the Asset Disposition Invoice, which notice must be received by the
Servicer at least twelve (12) Business Days prior to the date that the Asset
Disposition Invoice is sent. If the Servicer receives such notice in writing from
Sponsor at least twelve (12) Business Days prior to the date that the Asset
Disposition Invoice is otherwise to be sent, the Servicer agrees to notify the
applicable Borrower that the “Asset Disposition Prepayment” required under its Loan
Agreement is waived. Otherwise, the Asset Disposition Invoice shall be forwarded
to the Borrower by Servicer by the 12th day of each calendar month and payment
thereof shall be due on the next succeeding Payment Date.


 


6









 





(i) Section 2.6 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the following:




2.6 Amortization and Payment of Line of Credit Loans.




No more than twelve (12) Business Days after the last day of each calendar month,
Sponsor shall determine and report to Servicer the aggregate amount of (i) the
eighteen (18) month advances made to each Borrower, (ii) the twenty-four (24) month
advances made to each Borrower and (iii) the Asset Dispositions made by each
Borrower during such month. Upon receipt of the foregoing report, Servicer shall
determine the aggregate amount of Advances made to each Borrower during such month
and shall subtract therefrom payments received by Servicer from such Borrower with
respect to Asset Dispositions made since the cut-off date for the last monthly
invoice to such Borrower. The remaining principal amount of Advances made during
such month shall be amortized (in accordance with a straight-line amortization
schedule) in eighteen (18) equal payments of principal due and payable on the
Payment Dates. On the fifteenth (15th) day of each calendar month, Servicer
shall mail to each Borrower a detailed bill setting forth the total amount of
principal and interest due and summarizing all account activity during the
preceding month. Payments of such principal and interest amount shall be due and
payable on the Payment Dates. Servicer shall have the exclusive right to collect
and receive all such payments on the Loans from the Borrowers which are due and
owing to Servicer. In the event that Sponsor receives any such payment with
respect to the Loans pursuant to the Franchisee Loan Program (other than with
respect to Loans purchased by Sponsor or where Sponsor has been subrogated to the
rights of Servicer pursuant to the terms of the Sponsor Guaranty), such payments
shall be accepted by Sponsor as agent for Servicer and Sponsor shall immediately
endorse and forward the same to Servicer.



(j) Section 2.7 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the following:


2.7 Prepayment of Line of Credit Loans.




Each Borrower shall have the right to prepay its Loan in whole or in part upon at
least two (2) Business Days’ prior notice to Servicer. Partial prepayments of any
Loan (other than proceeds of Asset Dispositions which shall be applied as set forth
in Section 2.5) shall be applied to reduce the current month’s Advance(s) to such
Borrower with any excess prepayment applied to unpaid principal payments of the
Loan in inverse order of maturity.



 


7









 







(k) Section 2.8 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the following:




2.8 Use of Loan Proceeds; Mechanics of Loan Program for Revolving Loans and
Term Loans.




(i) Following the receipt of the executed Loan Documents with respect to a proposed
Borrower, but prior to the Closing Date of the proposed Loan Commitment, Servicer
shall establish a DDA Account for the Franchisee and shall also establish Loan
Account for the Franchisee.




(ii) Upon establishment of the above-referenced accounts and receipt of the
above-referenced Loan Documents, duly executed by the Borrower and each Guarantor,
and if requested by Sponsor, confirmation by Servicer of its first-priority
security interest in the Collateral, Servicer shall notify the relevant Borrower
and Sponsor that the Borrower may request Advances pursuant to the Loan Commitment;
provided, however, that the minimum amount of each Advance shall be
$500. Each Advance shall be made by Servicer for the sole purposes of (i) honoring
requests from the Borrower, made through the Aaron’s Proprietary System, for ACH
transfers to suppliers of Merchandise in payment of Approved Invoices, and (ii)
honoring requests from the Borrower for Advances made via ACH transfers to an
operating account or other location specified by such Borrower (and granted a
vendor identification number by Sponsor) for working capital purposes. The
Borrowers shall not be authorized to use the DDA Account for any other purpose.




(iii) Each Borrower will submit purchase order requests for Merchandise to Sponsor.
In the event that the purchase order is authorized pursuant to the Franchise
Agreement, Sponsor will prepare the purchase order and submit the same to the
appropriate supplier requested by the Borrower. The supplier will be instructed to
ship all Merchandise directly to the Borrower and the Borrower will be responsible
for inspecting all Merchandise and resolving all disputes regarding the Merchandise
with such supplier. The supplier will invoice the Borrower for such Merchandise in
accordance with normal industry practice. When the Borrower wishes to pay such
invoice, the Borrower, subject to availability of its Loan Commitment and the
minimum borrowing threshold, shall pay such invoice by directing Servicer, through
the Aaron’s Proprietary System, to pay such invoice by means of an ACH transfer
from its DDA Account. Any directions for ACH transfers inputted by the Borrowers
into the Aaron’s Proprietary System prior to 12:00 Midnight (Atlanta, Georgia time)
on any Business Day, shall be forwarded to Servicer pursuant to Sponsor’s existing
ACH access by 3:30 p.m. (Atlanta, Georgia time) on the next Business Day and, if
properly forwarded to Servicer by Sponsor shall be paid by Servicer no later than
the second Business Day thereafter, unless Sponsor is otherwise notified by
Servicer.


 


8









 






(iv) Sponsor hereby acknowledges and agrees that Servicer has no ability to halt an
ACH transfer upon the inputting of such transfer request by Sponsor from the
Aaron’s Proprietary System into the ACH system (other than the ability to retrieve
ACH transfers which are sent to the wrong party or otherwise manifestly erroneous
as provided in the ACH Agreement with Sponsor) and Sponsor accepts full
responsibility for any overadvance created by such inputting of information and has
agreed to indemnify Servicer and Participants therefore pursuant to the terms of
the Loan Facility Agreement. Upon receipt of the request for an ACH transfer,
Servicer shall honor such request by making an Advance pursuant to the Loan
Commitment in the amount of such request into the Borrower’s DDA Account and
automatically forwarding such amount to the supplier by means of an ACH transfer in
accordance with the instructions of the Borrower passed onto Servicer by Sponsor.




(v) Nothing set forth herein shall be deemed to vary the terms and conditions of
the MicroACH Service Agreement by and between Servicer and Sponsor.



(l) Section 2.9 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the following




2.9 [Reserved]



(m) Section 2.10 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the following




2.10 Payments of Revolving Loans and Term Loans; Borrowing Base.




All outstanding Advances with respect to each Revolving Commitment or Term Loan
Commitment shall be due and payable in full on the Maturity Date of such Loan, if
not sooner accelerated in accordance with the terms of the applicable Loan
Documents. In addition, the outstanding Advances pursuant to each Revolving
Commitment or Term Loan Commitment shall not exceed the Franchisee Borrowing Base
for such Borrower, as determined by Sponsor on the fifth Business Day of each month
(as determined on the last day of the preceding calendar month) and reported to
Servicer on such date. Servicer shall be entitled to rely upon the calculation of
the Franchisee Borrowing Base for each Borrower submitted by Sponsor for all
purposes hereunder. Upon receipt of the Franchisee Borrowing Base, Servicer shall
input such information into Servicer’s loan records to be effective as of the date
which is two Business Days after receipt of such information. The statements
prepared to be delivered to each Borrower with respect to the next Payment Date
shall be prepared requiring a repayment of any Advances outstanding on the fifth
Business Day of such month in excess of the relevant Franchisee Borrowing Base as
delivered to Servicer by Sponsor on such date. In addition, however, Servicer, on
the date which is two Business Days after receipt of such calculation from Sponsor,
shall notify the Borrowers in writing (including facsimile) of the new Franchisee
Borrowing Base for such Borrower and shall require that such Borrower repay on the
next Payment Date any additional Advances made since the date of the preparation of
the statement for such Payment Date if necessary to avoid any overadvance as of
such date. Upon the earlier of one (1) Business Day after notice from the Sponsor
to the Servicer or the next Payment Date, each Borrower shall prepay its
outstanding Advances in excess of the relevant Franchisee Borrowing Base.


 


9









 





(n) Section 2.11 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the following:




2.11 Prepayment of Revolving Loans and Term Loans.




Each Borrower shall have the right to prepay its Loan in whole or in part upon
at least two (2) Business Days’ prior notice to Servicer. Voluntary partial
prepayments of any Loan (expressly excluding mandatory prepayments required in
connection with the reduction of the applicable Franchisee Borrowing Base) must be
in a minimum amount of $1,000.



(o) Section 3.2 of the Servicing Agreement is hereby amended by replacing subsection (j) of
such Section in its entirety with the following:




(j) delivery to the Borrowers with Revolving Commitments or Term Loans, within
two Business Days after receipt of the calculation of the Franchisee Borrowing Base
from Sponsor, of the amount of such Franchisee Borrowing Base and any additional
required payments by the Borrower on the next Payment Date; and



(p) Section 4 of the Servicing Agreement is hereby amended by replacing such Section in its
entirety with the following:


4. SPONSOR’S AUDIT AND REPORTING OBLIGATIONS WITH RESPECT TO LINE OF
CREDIT LOANS. 




Each Loan Agreement for a Line of Credit shall authorize Servicer or
representatives of Servicer, including Sponsor, to conduct periodic field
audits of each Borrower. Unless otherwise instructed by Servicer, Sponsor
hereby covenants and agrees with Servicer to audit each Borrower with a
Line of Credit Commitment no less than once per each six month period and
more frequently at the reasonable request of Servicer with respect to any
such Borrower as to whom a Loan Default has occurred (whether or not waived
by Sponsor). In conducting the field audits of the Borrowers with Line of
Credit Commitments, Sponsor will examine the payment receipts, bank
statements, loan statements, Lease Contracts, inventory on hand,
computer-generated reports of Asset Dispositions, Rental Revenue and other
financial data necessary to determine the accuracy and validity of the
reports, compliance certificates, financial reports and other information
forwarded to either of Servicer or Sponsor by such Borrowers in connection
with the Franchisee Loans.



 


10









 






At the request of Servicer, within thirty (30) Business Days of the
completion of each field audit, Sponsor shall forward to Servicer a written
audit report detailing the scope of Sponsor’s audit, any discrepancies or
other misstatements or misrepresentations of the relevant Borrower
discovered in the course of the audit and containing a clear concise
statement as to whether or not Sponsor believes that such Borrower is in
compliance with the terms of the Loan Documents to which it is a party and
if not, the nature of any default known to Sponsor and the course of action
planned by the Borrower to remedy such default. The delivery of each field
audit to Servicer by Sponsor shall constitute a representation and warranty
by Sponsor that the information set forth therein is true and correct in
all material respects to the best of Sponsor’s knowledge and that Servicer
shall be authorized to rely on such information in continuing to make
Advances to such Borrower.




Notwithstanding the foregoing, Servicer, in its sole discretion, may (at
Servicer’s expense, unless a Credit Event has occurred and is continuing
and then at Sponsor’s expense) at any time and from time to time, undertake
to perform an independent field audit of any or all of the Borrowers with
Line of Credit Commitments (with such audit to be performed by officers or
employees of Servicer or other persons retained by Servicer for such
purpose). Sponsor shall cooperate fully with Servicer in connection with
any such independent audit.



(q) Exhibits A, C and E of the Servicing Agreement are hereby replaced by the Exhibits
A, C, and E attached hereto.


2. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision
of this Amendment and without affecting in any manner the rights of the Servicer hereunder, it is
understood and agreed that this Amendment shall not become effective, and the Sponsor shall have no
rights under this Amendment, until the Servicer shall have received executed counterparts to this
Amendment from the Sponsor and the Servicer.



 


11









 






3. Representations and Warranties. To induce the Servicer to enter into this
Amendment, the Sponsor hereby represents and warrants to the Servicer that:




(a) The execution, delivery and performance by the Sponsor of this Amendment
(i) are within the Sponsor’s power and authority; (ii) have been duly authorized by
all necessary corporate and shareholder action; (iii) are not in contravention of
any provision of the Sponsor’s certificate of incorporation or bylaws or other
organizational documents; (iv) do not violate any law or regulation, or any order
or decree of any Governmental Authority; (v) do not conflict with or result in the
breach or termination of, constitute a default under or accelerate any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other
instrument to which the Sponsor or any of its Subsidiaries is a party or by which
the Sponsor or any such Subsidiary or any of their respective property is bound;
(vi) do not result in the creation or imposition of any Lien upon any of the
property of the Sponsor or any of its Subsidiaries; and (vii) do not require the
consent or approval of any Governmental Authority or any other person; and




(b) This Amendment has been duly executed and delivered for the benefit of or
on behalf of the Sponsor and constitutes a legal, valid and binding obligation of
the Sponsor, enforceable against the Sponsor in accordance with its terms except as
the enforceability hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws affecting creditors’ rights and remedies in general.



4. Effect of Amendment. Except as set forth expressly herein, all terms of the
Servicing Agreement, as amended hereby shall be and remain in full force and effect and shall
constitute the legal, valid, binding and enforceable obligations of the Sponsor to the Servicer.
The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Servicer under the Servicing
Agreement, nor constitute a waiver of any provision of the Servicing Agreement. This Amendment
shall constitute a Loan Document for all purposes of the Loan Facility Agreement.



5. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of Georgia and all applicable federal laws of the United
States of America.



6. No Novation. This Amendment is not intended by the parties to be, and shall not be
construed to be, a novation of the Servicing Agreement or an accord and satisfaction in regard
thereto.


 


12









 





7. Costs and Expenses. The Sponsor agrees to pay on demand all costs and expenses of
the Servicer in connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel
for the Servicer with respect thereto.



8. Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be
as effective as delivery of a manually executed counterpart hereof.



9. Binding Nature. This Amendment shall be binding upon and inure to the benefit of
the parties hereto, their respective successors, successors-in-titles, and assigns.



10. 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.



[Signature Pages To Follow]




 


13









 







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under
seal in the case of the Sponsor and the Guarantors, by their respective authorized officers as of
the day and year first above written.



	 	 	 	 	 
	 	SPONSOR:



AARON’S, INC.

 	 
	 	By:  	
/s/ Gilbert L. Danielson 	 
	 	 	Gilbert L. Danielson 	 
	 	 	Executive Vice President,

Chief Financial Officer 	 
	 



SECOND AMENDMENT TO SERVICING AGREEMENT




 


 









 







	 	 	 	 	 
	 	SERVICER:



SUNTRUST BANK

 	 
	 	By:  	
/s/ Sharon J. Lawrence 	 
	 	 	Name:  	Sharon J. Lawrence 	 
	 	 	Title:  	Director 	 
	 



SECOND AMENDMENT TO SERVICING AGREEMENT