Exhibit 10 (b)
LOAN FACILITY AGREEMENT
AND GUARANTY
by and among
AARON RENTS, INC.,
SUNTRUST BANK, as Servicer
and
EACH OF THE PARTICIPANTS PARTY HERETO
Dated as of May 28, 2004
Table of Contents
ARTICLE I DEFINITIONS
1.1
DEFINITIONS
1.2.
ACCOUNTING TERMS AND DETERMINATION
1.3
OTHER DEFINITIONAL TERMS.
1.4
EXHIBITS AND SCHEDULES
ARTICLE II LOAN FACILITY
2.1
ESTABLISHMENT OF COMMITMENTS; TERMS OF LOANS
2.2
CONVEYANCE OF PARTICIPANT'S INTEREST
2.3
FUNDING OF ADVANCES; SWING LINE; FUNDING OF PARTICIPANT'S INTEREST IN LOANS
2.4
COMMITMENT FEES
2.5
INTEREST ON FUNDED PARTICIPANT'S INTEREST
2.6
DEFAULT INTEREST
2.7
VOLUNTARY REDUCTION OF THE UNUTILIZED COMMITMENT
2.8
EXTENSION OF COMMITMENTS
2.9
WIND-DOWN EVENTS
2.10
RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES; CHANGE IN LENDING OFFICES
2.11
PRO RATA TREATMENT
2.12
PAYMENTS
2.13
SHARING OF SETOFFS
ARTICLE III SERVICER'S SERVICING OBLIGATIONS; DISTRIBUTION OF PAYMENTS
3.1
SERVICER'S OBLIGATIONS WITH RESPECT TO LOANS; COLLATERAL; NON-RECOURSE
3.2
APPLICATION OF PAYMENTS
3.3
SERVICING REPORT AND BORROWER STATUS REPORT
ARTICLE IV LOAN DEFAULT; RIGHT TO MAKE GUARANTY DEMAND
4.1
NOTICE OF LOAN DEFAULT
4.2.
WAIVER OR CURE BY THE SPONSOR OF COVENANT DEFAULTS AND LOAN PAYMENT DEFAULTS.
4.3.
OBLIGATIONS OF SPONSOR WITH RESPECT TO ESTABLISHED FRANCHISEE LOANS
4.4.
RIGHTS DURING RESPONSE PERIOD
4.5.
RIGHTS AFTER RESPONSE PERIOD AND FOR LOAN DEFAULTS OTHER THAN LOAN PAYMENT
DEFAULTS
ARTICLE V REPRESENTATIONS AND WARRANTIES
5.1.
EXISTENCE; POWER
5.2.
ORGANIZATIONAL POWER; AUTHORIZATION
5.3.
GOVERNMENTAL APPROVALS; NO CONFLICTS
5.4.
FINANCIAL STATEMENTS
5.5.
LITIGATION AND ENVIRONMENTAL MATTERS
5.6.
COMPLIANCE WITH LAWS AND AGREEMENTS
5.7.
INVESTMENT COMPANY ACT, ETC.
5.8.
TAXES
5.9.
RESERVED
5.10.
ERISA
5.11.
OWNERSHIP OF PROPERTY
5.12.
DISCLOSURE
5.13.
LABOR RELATIONS
5.14.
SUBSIDIARIES
5.15.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SPECIFIC LOANS
ARTICLE VI AFFIRMATIVE COVENANTS
6.1.
FINANCIAL STATEMENTS AND OTHER INFORMATION
6.2.
NOTICES OF MATERIAL EVENTS
6.3.
EXISTENCE; CONDUCT OF BUSINESS
6.4.
COMPLIANCE WITH LAWS, ETC.
6.5.
PAYMENT OF OBLIGATIONS
6.6.
BOOKS AND RECORDS
6.7.
VISITATION, INSPECTION, ETC.
6.8.
MAINTENANCE OF PROPERTIES; INSURANCE
6.9.
USE OF PROCEEDS AND LETTERS OF CREDIT
6.10.
ADDITIONAL SUBSIDIARIES
6.11.
POST-CLOSING REQUIREMENTS.
ARTICLE VII FINANCIAL COVENANTS
7.1.
TOTAL DEBT TO EBITDA RATIO
7.2.
TOTAL ADJUSTED DEBT TO TOTAL ADJUSTED CAPITAL RATIO.
7.3.
FIXED CHARGE COVERAGE RATIO
7.4.
MINIMUM CONSOLIDATED NET WORTH
ARTICLE VIII NEGATIVE COVENANTS
8.1.
INDEBTEDNESS.
8.2.
NEGATIVE PLEDGE
8.3.
FUNDAMENTAL CHANGES
8.4.
INVESTMENTS, LOANS, ETC.
8.5.
RESTRICTED PAYMENTS
8.6.
SALE OF ASSETS
8.7.
TRANSACTIONS WITH AFFILIATES
8.8.
RESTRICTIVE AGREEMENTS
8.9.
SALE AND LEASEBACK TRANSACTIONS
8.10.
AMENDMENT TO MATERIAL DOCUMENTS
8.11.
ACCOUNTING CHANGES
ARTICLE IX CREDIT EVENTS AND REMEDIES
ARTICLE X GUARANTY
10.1
UNCONDITIONAL GUARANTY
10.2
LIMITATION ON GUARANTY OF STARTUP FRANCHISEE LOANS
10.3.
CONTINUING GUARANTY
10.4
WAIVERS
10.5
ADDITIONAL ACTIONS
10.6
ADDITIONAL WAIVERS
10.7
POSTPONEMENT OF OBLIGATIONS
10.8
EFFECT ON ADDITIONAL GUARANTIES
10.9
RELIANCE ON GUARANTY AND PURCHASE OBLIGATION; DISCLAIMER OF LIABILITY
10.10
REINSTATEMENT OF OBLIGATIONS
10.11
RIGHT TO BRING SEPARATE ACTION
10.12
SUBORDINATION OF LIENS
10.13
EXERCISE OF REMEDIES WITH RESPECT TO COLLATERAL
10.14
RIGHTS OF SPONSOR UPON PAYMENT; COOPERATION BY SERVICER
ARTICLE XI INDEMNIFICATION
11.1
INDEMNIFICATION
11.2
NOTICE OF PROCEEDINGS; RIGHT TO DEFEND
11.3
THIRD PARTY