EX-10.(PP) CONSENT OF AGREEMENT



 








EXHIBIT 10(pp)




CONSENT AGREEMENT 




     THIS CONSENT AGREEMENT (this “Agreement”), is made and entered into as of April 7, 2006, 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”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the
“Administrative 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 May 28, 2004, as amended by that certain First Amendment to
Revolving Credit Agreement, dated as of July 27, 2005 and by that Second Amendment to Revolving
Credit Agreement, dated as of February 27, 2006 (as so amended, and as the same may be further
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 intends to form one or more Canadian Subsidiaries in one or more
Canadian provinces on or after the date hereof (such Subsidiaries referred to herein individually
as a “Canadian Subsidiary” and collectively as the “Canadian Subsidiaries”) which will conduct
business activities in one or more Canadian provinces, all as permitted under the Credit Agreement;
and



     WHEREAS, in connection with the formation of such Canadian Subsidiaries, Borrowers have
requested that the Lenders and the Administrative Agent consent to the waiver of all of the
requirements set forth in clauses (i), (ii), (iii) and (iv) of Section 5.10(b) of the Credit
Agreement solely as it relates to such Canadian Subsidiaries, and subject to the terms and
conditions hereof, the Administrative Agent and 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. Consent 



     (a) Notice of Formation of Canadian Subsidiaries. The Administrative Agent and
undersigned Lenders hereby acknowledge and agree that (i) this Agreement satisfies the notice
requirements set forth in Section 5.10(b) of the Credit Agreement as to all Canadian Subsidiaries
formed at any time on or after the date hereof and (ii) agree that no further notice of formation
shall be required in respect of any Canadian Subsidiaries.



 









 





     (b) Consent. The Administrative Agent and undersigned Lenders hereby grant their
consent to the waiver of all of the requirements set forth in clauses (i), (ii), (iii) and (iv) of
Section 5.10(b) of the Credit Agreement, in each case solely as it relates to the Canadian
Subsidiaries, including, without limitation the requirements that Borrower pledge any of the
capital stock of such Canadian Subsidiaries.



     2. Conditions to Effectiveness of this Agreement. Notwithstanding any other provision
of this Agreement and without affecting in any manner the rights of the Administrative Agent and
Lenders hereunder, it is understood and agreed that this Agreement shall not become effective, and
the Borrowers shall have no rights under this Agreement, until the Administrative Agent shall have
received (i) reimbursement or payment of its costs and expenses incurred in connection with this
Agreement or otherwise outstanding (including reasonable fees, charges and disbursements of King &
Spalding LLP, counsel to the Administrative Agent), and (ii) executed counterparts to this
Agreement from the Borrowers, each of the Guarantors and the Required Lenders.



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



     (a) The execution, delivery and performance by the Borrowers of this Agreement (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 Agreement 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 Borrower 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 Agreement, 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.



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     4. Reaffirmation of Guaranty. The Guarantor consents to the execution and delivery by
the Borrowers of this Agreement and ratifies and confirms the terms of the Subsidiary 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
Subsidiary 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 Subsidiary Guaranty Agreement.



     5. Effect of Agreement. 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
Agreement 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 Agreement shall constitute a Loan Document for all purposes of the
Credit Agreement.



     6. Governing Law. This Agreement 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 Agreement 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
Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of outside
counsel for the Administrative Agent with respect thereto.



     9. Counterparts. This Agreement 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 Agreement by facsimile transmission or by electronic mail in pdf form shall be
as effective as delivery of a manually executed counterpart hereof.



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     10. Binding Nature. This Agreement 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 Agreement 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 Consent Agreement 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/ Christopher M. Champion
 	 
	 	 	Name:  	Christopher M. Champion 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	GUARANTOR:

AARON INVESTMENT COMPANY, as

Guarantor

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



[SIGNATURE PAGE TO CONSENT AGREEMENT]





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	 	SUNTRUST BANK, 

as Administrative Agent, as Issuing Bank, as

Swingline Lender and as a Lender

 	 
	 	By:  	/s/ Kimberly S. Evans
 	 
	 	 	Name:  	Kimberly S. Evans 	 
	 	 	Title:  	Director 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Martha M. Winters
 	 
	 	 	Name:  	Martha M. Winters 	 
	 	 	Title:  	Director 	 
	 
	 	REGIONS BANK

 	 
	 	By:  	/s/ Stephen H. Lee
 	 
	 	 	Name:  	Stephen H. Lee 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BRANCH BANKING & TRUST CO.

 	 
	 	By:  	/s/ Paul E. McLaughlin
 	 
	 	 	Name:  	Paul E. McLaughlin 	 
	 	 	Title:  	Senior Vice President 	 
	 




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