Exhibit 10.2





Exhibit 10.2




EXECUTION COPY




July 5, 2011




Aaron’s, Inc.

1100 Aaron Building

309 East Paces Ferry Road, NE

Atlanta, GA 30305-2377

Attn: Gilbert L. Danielson




Aaron Investment Company

Two Greenville Crossing

4005 Kennett Pike, Suite 220

Greenville, Delaware 19807

Attn: Marianne Stearns and Linda Jones




Ladies and Gentlemen:



We refer to that certain Note Purchase Agreement, dated as of July 27, 2005, as amended by
that certain First Amendment to Note Purchase Agreement, dated as of November 4, 2008, and that
certain letter amendment, dated as of April 19, 2011 (as in effect immediately prior to the date
hereof, the “Existing Note Purchase Agreement”), among Aaron’s, Inc. (f/k/a Aaron Rents,
Inc.), a Georgia corporation (the “Company”), Aaron Investment Company, a Delaware
corporation (together with the Company, each an “Obligor”, and collectively, the
“Obligors”), and the holders of Notes from time to time parties thereto (collectively, the
“Noteholders”). Capitalized terms used herein and not otherwise defined shall have the
meanings given to such terms in the Existing Note Purchase Agreement, as amended hereby (as so
amended, the “Note Purchase Agreement”).



As you have requested, the Noteholders party hereto hereby agree to amend the Existing Note
Purchase Agreement as follows:



1. Deleting “$100,000,000” from the end of clause (l) of paragraph 6E and inserting
“$150,000,000” in lieu thereof, and (ii) deleting the text in clause (f) of paragraph 6F and
inserting “[Intentionally Omitted]” in lieu thereof.



2. Amending clause (i) of paragraph 6J by inserting “, the 2011 Note Purchase Agreement”
immediately after “the RBC Agreement”.



3. Amending paragraph 10B to amend and restate the definition of “SunTrust Loan Facility
Agreement” in its entirety to read as follows:




“SunTrust Loan Facility Agreement” means that certain Second Amended and Restated Loan
Facility Agreement and Guaranty, dated as of June 18, 2010, by and among the Company,
SunTrust and the financial institutions party thereto, as amended, restated, supplemented,
replaced, refinanced or otherwise modified from time to time.


 


 









 





4. Amending paragraph 10B to add the following definitions in their proper alphabetical order:




“2011 Note Purchase Agreement” shall mean that certain Note Purchase Agreement, dated
as of July 5, 2011, by and among the Obligors and each holder of 2011 Notes.




“2011 Notes” shall mean those certain 3.75% Senior Notes due April 27, 2018, issued
pursuant to the 2011 Note Purchase Agreement.



To induce the Noteholders to execute and deliver this letter agreement (this
“Amendment”), by signing below, each Obligor consents to the terms of this Amendment and
represents and warrants that no Default or Event of Default has occurred and is continuing and the
representations and warranties of the Obligors set forth in the Note Purchase Agreement and all
other instruments, agreements, documents and writings executed in connection with the foregoing
(collectively, the “Transaction Documents”) are true and correct in all material respects
except to the extent such representations and warranties relate solely to an earlier date.



The amendments set forth above are limited solely to the specific amendments listed above and
shall not be deemed to be amendments or waivers of any other provision of the Note Purchase
Agreement or other Transaction Documents. As modified by this Amendment, the Note Purchase
Agreement shall remain in full force and effect and constitute the legal, valid, binding and
enforceable obligations of the Obligors. This Amendment shall be governed by, and construed in
accordance with, the internal laws (and not the laws of conflicts) of the State of New York and all
applicable laws of the United States of America. The Obligors agree to pay on demand all costs and
expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the
Noteholders in connection with this Amendment and the transactions contemplated hereby. This
Amendment constitutes the entire understanding of the parties hereto and supersedes any other prior
or contemporaneous negotiations or agreements with respect to the subject matter hereof. This
Amendment may be executed in any number of separate counterparts, each of which shall, collectively
and separately, constitute one agreement.


 


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Please countersign below to evidence your acknowledgment and agreement to the terms of this
Amendment.



	 	 	 	 	 
	 	Very truly yours,



GIBRALTAR LIFE INSURANCE CO., LTD.
 	 
	 	By:  	Prudential Investment Management
 	 
	 	 	(Japan), Inc., as Investment Manager 	 
	 	By:  	Prudential Investment Management, Inc.,
 	 
	 	 	as Sub-Advisor 	 
	 	 	 
	 	By:  	/s/ Jay S. White
 	 
	 	 	Name:  	Jay S. White 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	ZURICH AMERICAN INSURANCE COMPANY
 	 
	 	By:  	Prudential Private Placement Investors,
 	 
	 	 	L.P., as Investment Advisor 	 
	 	By:  	Prudential Private Placement Investors,
 	 
	 	 	Inc., as General Partner 	 
	 	 	 	 
	 	By:  	/s/ Jay S. White
 	 
	 	 	Name:  	Jay S. White 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	PRUCO LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Jay S. White
 	 
	 	 	Name:  	Jay S. White 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	UNITED OF OMAHA LIFE INSURANCE COMPANY
 	 
	 	By:  	Prudential Private Placement Investors,
 	 
	 	 	L.P., as Investment Advisor 	 
	 	By:  	Prudential Private Placement Investors,
 	 
	 	 	Inc., as General Partner 	 
	 	 	 	 
	 	By:  	/s/ Jay S. White
 	 
	 	 	Name:  	Jay S. White 	 
	 	 	Title:  	Senior Vice President 	 


 


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Acknowledged and agreed to as of the

date herein above written:




	 	 	 	 	 
	 	AARON’S, INC.

 	 
	 	By:  	/s/ Gilbert L. Danielson
 	 
	 	 	Name:  	Gilbert L. Danielson 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	AARON INVESTMENT COMPANY

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




 


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