Exhibit
10(x)


 


THIRD AMENDMENT TO 


REVOLVING CREDIT
AGREEMENT


 


THIS THIRD AMENDMENT
TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is made
and entered into as of January 27, 2004, by and among AARON RENTS, INC., a
Georgia corporation (the “Borrower”), AARON RENTS, INC. PUERTO RICO, a Puerto Rico
corporation (the “Co-Borrower,”)
together with the Borrower, the “Borrowers”), the several banks and other financial
institutions from time to time party hereto (collectively, the “Lenders”), SUNTRUST
BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”)
and WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First Union National
Bank, as Syndication Agent (“Syndication Agent”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the
Borrowers, the Lenders and the Administrative Agent are parties to a certain
Revolving Credit Agreement, dated as of March 30, 2001, as amended, by that
certain Amendment No. 1 to Revolving Credit Agreement, dated as of October 31,
2002 and as amended by that certain Amendment No. 2 to Revolving Credit
Agreement, dated as of April 30, 2003 (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 Borrowers;


 


WHEREAS, the
Borrowers have 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 Borrowers, the Lenders and the
Administrative Agent agree as follows:


 


1.             Amendments.


 


(a)  Section 1.1 of the Credit Agreement is
hereby amended by replacing the reference to “the third anniversary date of
this Agreement” contained in the definition of “Revolving Commitment Termination
Date” with “May 30, 2004”.


 


(b)  Section 1.1 of the Credit Agreement is
hereby amended by replacing the reference to “$20,000,000” contained in the
definition of “Permitted Acquisition” with “$30,000,000”.


 


(c)  Section 7.1 of the Credit Agreement is
hereby amended by replacing subsection (k) of such Section in its entirety with
the following:


 


(k)        other unsecured Indebtedness in an
aggregate principal amount not to exceed $20,000,000 at any time outstanding.


 


2.             Conditions to Effectiveness of this Amendment.
This Amendment shall become effective when the Administrative Agent shall
have received executed counterparts to this Amendment from the Borrowers, the
Guarantor and the Required Lenders.


 


3.             Representations and Warranties.  To induce the Lenders and the Administrative
Agent to enter into this Amendment, the Borrowers hereby represent and warrant
to the Lenders and the Agent that:


 


(a)           The execution, delivery and
performance by the Borrowers of this Amendment (i) are within the
Borrowers’ 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 Borrowers’ certificates 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 Borrowers or any of their Subsidiaries is a party or by which the
Borrowers 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 Borrowers or any of their 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 the Borrowers and constitutes
a legal, valid and binding obligation of each Borrower, enforceable against
each Borrowers 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; and


 


(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.             Reaffirmations and Acknowledgments.


 


(a)           Reaffirmation of Guaranty.  The Guarantor consents to the execution and
delivery by the Borrowers of this Amendment and ratifies and confirms the terms
of the Guaranty Agreement with respect to the indebtedness now or hereafter
outstanding under the Credit Agreement as amended hereby and all promissory
notes issued thereunder. The Guarantor acknowledges that, notwithstanding
anything to the contrary contained herein or in any other document evidencing
any indebtedness of the Borrowers to the Lenders or any other obligation of the
Borrowers, or any actions now or hereafter taken by the Lenders with respect to
any obligation of the Borrowers, the Guaranty Agreement (i) is and shall
continue to be a primary obligation of the Guarantor, (ii) is and shall
continue to be an absolute, unconditional, continuing and irrevocable guaranty
of payment, and (iii) 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 Guarantor under the Guaranty Agreement.


 


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 Borrowers 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 Borrowers agree to pay on demand all
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]


 

















 


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


 


	
   

  	
  BORROWERS:

  	 

	
   

  	
   

  	 

	
   

  	
  AARON RENTS,
  INC

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   /s/
  Gilbert L. Danielson

  	
   

  	 

	 
	 
	Name:
	Gilbert L. Danielson
	 

	 
	 
	Title:
	Executive Vice President,
	 

	 
	 
	 
	Chief Financial Officer
	 

	
   

  	
   

  	 

	
   

  	
  AARON RENTS,
  INC. PUERTO RICO

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Gilbert
  L. Danielson

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Gilbert L.
  Danielson

  	 

	
   

  	
   

  	
  Title:

  	
  President

  	 

	
   

  	
   

  	 

	
   

  	
  GUARANTOR:

  	 

	
   

  	
   

  	 

	
   

  	
  AARON
  INVESTMENT COMPANY

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Gilbert
  L. Danielson

  	
   

  	 

	 
	 
	Name:
	Gilbert L. Danielson

	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
												



 

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK, as Administrative Agent, as

  Issuing Bank, as Swingline Lender and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Donald M. Thompson

  	
   

  
	
   

  	
  Name:

  	
  Donald M. Thompson

  
	
   

  	
  Title:

  	
  Director

  
					



 

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION,

  formerly known as First Union National Bank, as

  Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  F. Fox

  	
   

  
	
   

  	
   

  	
  Name: William F. Fox

  
	
   

  	
   

  	
  Title:  Vice
  President

  



 

















 


	
   

  	
  REGIONS
  BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  H. Lee

  	
   

  
	
   

  	
   

  	
  Name:  Stephen
  H. Lee

  
	
   

  	
   

  	
  Title:   Senior
  Vice President

  



 

















 


	
   

  	
  SOUTHTRUST
  BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R.
  Fontenot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  R. Fontenot

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  BRANCH
  BANKING & TRUST CO., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul E.
  McLaughlin

  	
   

  
	
   

  	
   

  	
  Name:  Paul
  E. McLaughlin

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  



 

















 


	
   

  	
  FIFTH THIRD
  BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher C. Motten

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  C. Motten

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 

















 


	
   

  	
  BANK LEUMI
  USA, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joung
  Hee Hong

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joung Hee
  Hong

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  ISRAEL
  DISCOUNT BANK MIAMI AGENCY, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  R. Munoz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Roberto R.
  Munoz

  
	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	Chief Lending Officer for Florida

	 
	 
	 
	 

	 
	By:
	/s/ David Keinan
	 

	 
	 
	Name:
	David Keinan

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	Regional Manager for Florida