Exhibit 10.3





Exhibit 10.3




THIRD AMENDMENT TO 

REVOLVING CREDIT AGREEMENT




THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is made and entered
into as of July 1, 2011, by and among AARON’S, INC., a Georgia corporation (“Borrower”), each of
the lending institutions listed on the signature pages hereto (such lenders, the “Lenders”) and
SUNTRUST BANK, a banking corporation organized and existing under the laws of Georgia having its
principal office in Atlanta, Georgia, as Administrative Agent (in such capacity, the
“Administrative Agent”).



W I T N E S S E T H:




WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a certain
Revolving Credit Agreement, dated as of May 23, 2008, as amended by that certain First Amendment to
Revolving Credit Agreement dated as of March 31, 2011 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant
to which the Lenders have made certain financial accommodations available to the Borrower;



WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement, and subject to the terms and conditions hereof, the
Lenders are willing to do so;



NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of
which are acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows:




1. Amendments.



(A) Section 7.8 of the Credit Agreement is hereby amended by replacing clause (i) in the
proviso thereof with the following new clause (i) to read in its entirety as follows:




“(i) the foregoing shall not apply to restrictions or conditions imposed by law or
by this Agreement, any other Transaction Document, the Loan Facility Agreement, the
Rosey Rentals Loan Facility Agreement, the 2002 Note Agreement, or the 2005 Note
Agreement (or in any other note purchase agreement entered into in connection with
any Private Placement Debt permitted to be incurred hereunder, so long as such
restrictions and conditions are not any more restrictive than those imposed by the
2005 Note Agreement),”



2. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision
of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is
understood and agreed that this Amendment shall not become effective, and the Borrower shall have
no rights under this Amendment, until the Administrative Agent shall have received:



(i) executed counterparts to this Amendment from the Borrower, each of the
Guarantors and the Lenders;


 


 









 





(ii) a certificate of the Secretary or Assistant Secretary of the Borrower and
each Guarantor, (A) attaching certificates of good standing or existence, as may be
available from the Secretary of State of the jurisdiction of incorporation of the
Borrower and the Guarantors, (B) certifying the name, title and true signature of
each officer of the Borrower or the Guarantor, as the case may be, executing the
Amendment and (C) certifying that there have been no changes to the articles of
incorporation or bylaws of the Borrower or any Guarantor since the Closing Date; and



(iii) reimbursement or payment of its reasonable costs and expenses incurred in
connection with this Amendment (including reasonable fees, charges and disbursements
of King & Spalding LLP, counsel to the Administrative Agent).



3. Representations and Warranties. To induce the Lenders and the Administrative Agent
to enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders and the
Administrative Agent that:




(a) The execution, delivery and performance by such Loan Party of this Amendment (i)
are within such Loan Party’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 such Loan Party’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 such Loan Party or
any of its Subsidiaries is a party or by which such Loan Party 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 such Loan Party or any of its Subsidiaries; and (vii)
do not require the consent or approval of any Governmental Authority or any other person;




(b) This Amendment has been duly executed and delivered for the benefit of or on behalf
of each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party,
enforceable against such Loan Party 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;




(c) After giving effect to this Amendment, the representations and warranties contained
in the Credit Agreement and the other Loan Documents are true and correct in all material
respects, and no Default or Event of Default has occurred and is continuing as of the date
hereof.



4. Reaffirmation of Guaranty. Each Guarantor consents to the execution and delivery
by the Borrower of this Amendment and jointly and severally ratify and confirm the terms of the
Subsidiary Guarantee Agreement with respect to the indebtedness now or hereafter outstanding under
the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor
acknowledges that, notwithstanding anything to the contrary contained herein or in any other
document evidencing any indebtedness of the Borrower to the Lenders or any other obligation of the
Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of
the Borrower, the Subsidiary Guarantee Agreement (i) is and shall continue to be a primary,
absolute and unconditional obligation of such Guarantor, except as may be specifically set forth in
the Subsidiary Guarantee Agreement, and (ii) is and shall continue to be in full force and effect
in accordance with its terms. Nothing contained herein to the contrary shall release, discharge,
modify, change or affect the original liability of the Guarantors under the Subsidiary Guarantee
Agreement.


 


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5. Effect of Amendment. Except as set forth expressly herein, all terms of the Credit
Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and
effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower
to the Lenders and the Administrative Agent. 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 Lenders under the Credit Agreement, nor constitute a waiver of any provision of
the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the
Credit Agreement.



6. 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.



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



8. Costs and Expenses. The 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, including, without limitation, the reasonable fees and out-of-pocket expenses of
outside counsel for the Administrative Agent with respect thereto.



9. 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.



10. 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.



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.



[Signature Pages To Follow]



 


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



	 	 	 	 	 
	 	BORROWER:



AARON’S, INC.

 	 
	 	By:  	/s/ Gilbert L. Danielson
 	 
	 	 	Gilbert L. Danielson 	 
	 	 	Executive Vice President, Chief Financial Officer 	 
	 
	 	GUARANTOR:



AARON INVESTMENT COMPANY, as Guarantor

 	 
	 	By:  	/s/ Gilbert L. Danielson
 	 
	 	 	Name:  	Gilbert L. Danielson 	 
	 	 	Title:  	Vice President and Treasurer 	 



[SIGNATURE PAGE TO THIRD AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]




 


 









 







	 	 	 	 	 
	 	LENDERS:



SUNTRUST BANK

 	 
	 	By:  	/s/ J. Matthew Rowand
 	 
	 	 	Name:  	J. Matthew Rowand 	 
	 	 	Title:  	Vice President 	 



[SIGNATURE PAGE TO THIRD AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]



 


 









 







	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ J. Ben Wright
 	 
	 	 	Name:  	Ben Wright 	 
	 	 	Title:  	Vice President 	 



[SIGNATURE PAGE TO THIRD AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]




 


 









 







	 	 	 	 	 
	 	REGIONS BANK

 	 
	 	By:  	/s/ Scott Rossman
 	 
	 	 	Name:  	Scott Rossman 	 
	 	 	Title:  	SVP 	 



[SIGNATURE PAGE TO THIRD AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]




 


 









 







	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Ryan Maples
 	 
	 	 	Name:  	Ryan Maples 	 
	 	 	Title:  	Vice President 	 



[SIGNATURE PAGE TO THIRD AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]