EXHIBIT 10(gg)
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Agreement"), is made as
of July 27, 2005, by and between AARON RENTS, INC., a Georgia corporation
(together with its successors and assigns, the "Company"), AARON RENTS, INC.
PUERTO RICO, a Puerto Rico corporation (together with its successors and
assigns, "ARPR") and AARON INVESTMENT COMPANY, a Delaware corporation (together
with its successors and assigns, "AIC" and, together with the Company and ARPR,
collectively, the "Obligors") and each of the Persons holding one or more Notes
(defined below) on the Effective Date (defined below) (collectively, the
"Noteholders"), with respect to that certain Note Purchase Agreement, dated as
of August 15, 2002 (as amended by that certain First Amendment and Waiver
Agreement, dated as of May 28, 2004 and as in effect immediately prior to giving
effect to this Agreement, the "Existing Note Purchase Agreement" and, as amended
pursuant to this Agreement and as may be further amended, restated or otherwise
modified from time to time, the "Note Purchase Agreement"), by and among the
Obligors and each of the Noteholders. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Existing Note
Purchase Agreement.
RECITALS:
A.
Pursuant to the Existing Note Purchase
Agreement, the Obligors issued and sold fifty million dollars ($50,000,000) in
aggregate principal amount of its 6.88% Senior Notes due August 15, 2009 (the
"Notes") to the Noteholders.
B.
The Obligors have requested that the
Noteholders amend certain provisions of the Existing Note Purchase Agreement,
and the undersigned Noteholders are agreeable, subject to the terms and
conditions set forth below, to consenting to such amendments.
C.
The Noteholders are the holders of all
outstanding Notes, as of the date hereof, in the aggregate principal amounts
indicated on Annex 1 hereto.
AGREEMENT:
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Obligors and the Noteholders agree as follows:
1.
AMENDMENTS.
Subject to the satisfaction of the conditions set forth in Section 3 hereof, the
Existing Note Purchase Agreement is hereby amended in the manner specified in
Exhibit A hereto (such amendments herein referred to as the "Amendments").
2.
WARRANTIES AND REPRESENTATIONS.
To induce the Noteholders to enter into this Agreement, each of the Obligors
represents and warrants to each of the Noteholders that as of the Effective Date
(as hereinafter defined):
2.1.
CORPORATE AND OTHER ORGANIZATION AND AUTHORITY.
(A)
EACH OBLIGOR IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION, AND IS DULY QUALIFIED AS A FOREIGN CORPORATION
AND IS IN GOOD STANDING IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS
REQUIRED BY LAW, OTHER THAN THOSE JURISDICTIONS AS TO WHICH THE FAILURE TO BE SO
QUALIFIED OR IN GOOD STANDING COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(B)
EACH OF THE OBLIGORS HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO