Exhibit 10(y)


 


THIRD AMENDMENT TO LOAN


FACILITY AGREEMENT AND GUARANTY


 


THIS
THIRD AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY (this
“Amendment”), is made
and entered into as of January 27, 2004, by and among AARON RENTS, INC.,  a
Georgia corporation (the “Sponsor”), the several banks and other financial
institutions from time to time party hereto (collectively, the “Participants”) and
SUNTRUST BANK, in its capacity as servicer (the “Servicer”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Sponsor, the Participants and the Servicer are parties to
a certain Loan Facility Agreement and Guaranty, dated as of March 30,
2001, as amended by that certain Amendment No. 1 to Loan Facility Agreement and
Guaranty, dated as of October 31, 2002 and as amended by that certain
Amendment No. 2 to Loan Facility Agreement and Guaranty, dated as of
April 30, 2003 (as amended, restated, supplemented or otherwise modified
from time to time, the “Loan Facility Agreement”); capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Loan Facility Agreement), pursuant to which the Participants have made certain
financial accommodations available to the Sponsor;


 


WHEREAS, the Sponsor has requested that the Participants and the
Servicer amend certain provisions of the Loan Facility Agreement, and subject
to the terms and conditions hereof, the Participants are willing to do so;


 


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


 


12.                                 Amendments.


 


(a)  Section 2.1 of the
Loan Facility Agreement is hereby amended by replacing the reference to
“March 27, 2004” contained in subsection (a) with “May 30, 2004”.


 


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


 


(c)  Section 8.1 of the
Loan Facility Agreement is hereby amended by replacing subsection (l) of
such Section in its entirety with the following:


 


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


 


13.                                 Conditions
to Effectiveness of this Amendment. 
This Amendment shall become effective when the Servicer shall have
received executed counterparts to this Amendment from the Sponsor, the
Guarantors and the Participants.


 


14.                                 Representations
and Warranties.  To
induce the Participants and the Servicer to enter into this Amendment, each
Credit Party hereby represents and warrants to the Servicer and the Participant
that:


 


(a)                                  The
execution, delivery and performance by such Credit Party of this Amendment
(i) are within such Credit 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 Credit 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 Credit Party or any of its Subsidiaries is a party or by which
such Credit 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 Credit 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 Credit Party and constitutes a legal, valid and binding obligation of
each Credit Party, enforceable against such Credit 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; and


 


(c)                                  After
giving effect to this Amendment, the representations and warranties contained
in the Loan Facility 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.


 


15.                                 Reaffirmations
and Acknowledgments.


 


(a)                                  Reaffirmation
of Guaranty.  Each Guarantor
consents to the execution and delivery by the Sponsor of this Amendment and
jointly and severally ratifies and confirms the terms of the Guaranty Agreement
with respect to the indebtedness now or hereafter outstanding under the Loan
Facility 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 Sponsor to the Participants or any other obligation of the Sponsor, or
any actions now or hereafter taken by the Participants with respect to any
obligation of the Sponsor, the Guaranty Agreement (i) is and shall continue to
be a primary obligation of the Guarantors, (ii) is and shall continue to be an
absolute, unconditional, joint and several, 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 Guarantors under the Guaranty Agreement.


 


16.                                 Effect of
Amendment.  Except as set
forth expressly herein, all terms of the Loan Facility 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 Sponsor to the Participants and 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 Lenders under the Loan Facility
Agreement, nor constitute a waiver of any provision of the Loan Facility
Agreement.  This Amendment shall
constitute a Loan Document for all purposes of the Loan Facility Agreement.


 


17..                              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.


 


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


 


19.                                 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.


 


20.                                 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.


 


21.                                 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.


 

















 


22.                                 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 Sponsor and the Guarantors, by
their respective authorized officers as of the day and year first above
written.


 


	
   

  	
  SPONSOR:

  
	
   

  	
   

  
	
   

  	
  AARON
  RENTS, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gilbert L. Danielson

  	
   

  
	 
	 
	Name:
	Gilbert L. Danielson

	 
	 
	Title:
	Executive Vice President,

	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AARON INVESTMENT COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gilbert L. Danielson

  	
   

  
	 
	 
	Name:
	Gilbert L. Danielson

	 
	 
	Title:
	Vice President and Treasurer

	 
	 
	 

	 
	 
	 

	 
	AARON RENTS, INC. PUERTO RICO
	 

	 
	 
	 

	 
	 

	
   

  	
  By:

  	
  /s/ Gilbert L. Danielson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gilbert L. Danielson

  
	
   

  	
   

  	
  Title:

  	
  President

  
										



 

















 


	
   

  	
  SUNTRUST BANK, individually and
  as Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald M. Thompson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald M. Thompson

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 

















 


	
   

  	
  REGIONS BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Stephen H. Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen H. Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  (formerly known as First Union National Bank)

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William F. Fox

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William
  F. Fox

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  SOUTHTRUST BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ R. Fontenot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  R. Fontenot

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
						



 

















 


	
   

  	
  BRANCH BANKING & TRUST CO.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul E. McLaughlin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul E. McLaughlin

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 

















 


	
   

  	
  ISRAEL DISCOUNT BANK of NEW YORK

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David Keinan

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David Keinan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
  Regional
  Manager for Florida

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Roberto R. Munoz

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Roberto R. Munoz

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
  Chief Lending Officer for Florida