AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT

EXHIBIT 10.2

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT

This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of June 30, 2016, by and among (a) AARON’S, INC., a Georgia corporation (together with its successors and assigns, the “Company”) and XXXXX INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, “AIC” and together with the Company, collectively, the “Issuers”), and (b) each of the Persons holding one or more Notes (as defined below) on the Third Amendment Effective Date (as defined below) (collectively, the “Noteholders”), with respect to that certain Note Purchase Agreement, dated as of April 14, 2014, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 9, 2014, and that certain Amendment No. 2 to Note Purchase Agreement, dated as of September 21, 2015 (as so amended and in effect immediately prior to giving effect to this Agreement, the “Current 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 Issuers and each of the Noteholders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Current Note Purchase Agreement.

RECITALS:

A.    The Issuers and Noteholders are parties to the Current Note Purchase Agreement, pursuant to which the Issuers issued and sold an aggregate principal amount of $225,000,000 of their 4.75% Series A Senior Notes due April 14, 2021 (the “Notes”) to the Noteholders;

B.    The Noteholders are the holders of all outstanding Notes; and

C.    The Issuers have requested, and the Noteholders have agreed to, certain amendments and modifications to the provisions of the Current Note Purchase Agreement, in connection with the proposed amendment to the Dent-A-Med Credit Agreement, subject to the terms and conditions set forth herein.

AGREEMENT:

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuers and the Noteholders agree as follows:

1. AMENDMENTS TO CURRENT NOTE PURCHASE AGREEMENT.

Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Current Note Purchase Agreement is hereby amended by this Agreement as follows:

1.1. Indebtedness.

Paragraph 6C(l) of the Current Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(l)    secured Indebtedness in an aggregate principal amount not to exceed (including any such Indebtedness resulting from any exercise of any incremental facility provisions) $110,000,000 under the Dent-A-Med Credit Agreement, as may be amended and otherwise modified, so long as the terms of such facility are not amended to be more restrictive than those in effect on the Third Amendment Effective Date or in a manner that would be materially adverse to the holders of the Notes and all Indebtedness incurred thereunder remains non-recourse to the Company or any of its Subsidiaries (other than the Dent-A-Med Entities); and”

1.2. Amendment and Restatement of the Definition of “Dent-A-Med Credit Agreement”.

The definition of “Dent-A-Med Credit Agreement” set forth in paragraph 10B of the Current Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Dent-A-Med Credit Agreement” means that certain Loan and Security Agreement dated as of May 18, 2011 by and among the Dent-A-Med Entities, as co-borrowers, the lenders party thereto and Xxxxx Fargo Bank, N.A. (as successor by merger to Xxxxx Fargo Preferred Capital, Inc.), as agent for the lenders thereunder as in effect on the Third Amendment Effective Date.

1.3. Addition of the Definition of “Third Amendment Effective Date”.

The definition of “Third Amendment Effective Date” is hereby added to paragraph 10B of the Current Note Purchase Agreement in its proper alphabetical order to read in its entirety as follows:

“Third Amendment Effective Date” means June 30, 2016.

2. WARRANTIES AND REPRESENTATIONS.

To induce the Noteholders to enter into this Agreement, each of the Issuers represents and warrants to each of the Noteholders that as of the Third Amendment Effective Date:

2.1. Corporate and Other Organization and Authority.

(a)    Each Issuer is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or limited liability company 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 Issuers has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and under the Note Purchase Agreement.

2

2.2. Authorization, etc.

This Agreement has been duly authorized by all necessary corporate or limited liability company action on the part of the Issuers, as applicable. Each of this Agreement and the Note Purchase Agreement constitutes a legal, valid and binding obligation of each Issuer, enforceable, in each case, against such Issuer in accordance with its terms, except as such enforceability may be limited by:

(a)    applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and

(b)    general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.3. No Conflicts, etc.

The execution and delivery by each Issuer of this Agreement and the performance by such Issuer of its obligations under each of this Agreement and the Note Purchase Agreement do not conflict with, result in any breach in any of the provisions of, constitute a default under, violate or result in the creation of any Lien upon any property of such Issuer under the provisions of:

(a)    any charter document, constitutive document, agreement with shareholders or members, bylaws or any other organizational or governing agreement of such Issuer;

(b)    any agreement, instrument or conveyance by which such Issuer or any of its Subsidiaries or any of their respective properties may be bound or affected; or

(c)    any statute, rule or regulation or any order, judgment or award of any court, tribunal or arbitrator by which such Issuer or any of its Subsidiaries or any of their respective properties may be bound or affected.

2.4. Governmental Consent.

The execution and delivery by the Issuers of this Agreement and the performance by the Issuers of their respective obligations hereunder and under the Note Purchase Agreement do not require any consents, approvals or authorizations of, or filings, registrations or qualifications with, any Governmental Authority on the part of any Issuer.

2.5. No Defaults.

No event has occurred and is continuing and no condition exists which, immediately before or immediately after giving effect to the amendments provided for in this Agreement, constitutes or would constitute a Default or an Event of Default.

2.6.    Representations in Note Purchase Agreement.

3

After giving effect to this Agreement, the representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects as of the Third Amendment Effective Date.

3. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

The amendment of the Current Note Purchase Agreement as set forth in this Agreement shall become effective as of the date first written above (the “Third Amendment Effective Date”), provided that each of the following conditions shall have been satisfied:

(a)     the Noteholders shall have received a fully executed copy of this Agreement executed by the Issuers and the Noteholders;

(b)     the Noteholders shall have received a fully executed copy of the Reaffirmation of Guarantee attached hereto as Exhibit A executed by the Subsidiary Guarantors;

(c)    the representations and warranties set forth in Section 2 of this Agreement shall be true and correct on such date;

(d)    the Noteholders shall have received fully executed copies of the following:

(i)     that certain Amendment No. 3 to Note Purchase Agreement, dated as of the Third Amendment Effective Date, by and among, inter alios, the Company, AIC, and the MetLife Parties,

(ii)     that certain Amendment No. 6 to Note Purchase Agreement, dated as of the Third Amendment Effective Date, by and among, inter alios, the Company, AIC and the Existing Noteholders,

(iii)     that certain Third Amendment to Credit Agreement, dated as of the Third Amendment Effective Date (the “Credit Agreement Amendment”), by and among, inter alios, the Company, SunTrust Bank, acting as Administrative Agent (the “Administrative Agent”) and in certain other capacities, and each of the lenders party thereto,

(iv)     that certain Fourth Amendment to Loan Facility Agreement, dated as of the Third Amendment Effective Date (the “Loan Facility Amendment”), by and among, inter alios, the Company, SunTrust and the other financial institutions party thereto, and

(v)     that certain Twelfth Amendment to Loan and Security Agreement, dated as of the Third Amendment Effective Date, by and among the Dent-A-Med Entities, as co-borrowers, the lenders party thereto and Xxxxx Fargo Bank, N.A. (as successor by merger to Xxxxx Fargo Preferred Capital, Inc.), as agent for the lenders thereunder,

and each of the amendments referred to in the foregoing clauses (i) to (v), inclusive, shall be in form and substance reasonably satisfactory to the Noteholders and shall have become effective prior to or concurrent with the effectiveness of this Agreement; and

4

(e)    the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Noteholders incurred in connection with this Agreement and the transactions contemplated hereby.

4. MISCELLANEOUS.

4.1. Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

4.2. Duplicate Originals; Electronic Signature.

Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

4.3. Waiver and Amendments.

Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the parties signatory hereto.

4.4. Costs and Expenses.

Whether or not the amendments contemplated by this Agreement become effective, each of the Issuers confirms its obligation under paragraph 11B of the Note Purchase Agreement and agrees that, on the Third Amendment Effective Date (or if an invoice is delivered subsequent to the Third Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders’ special counsel presented to the Company on the Third Amendment Effective Date. The Issuers will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders’ special counsel rendered after the Third Amendment Effective Date in connection with this Agreement.

5

4.5. Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. The provisions hereof are intended to be for the benefit of the Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns.

4.6. Survival.

All warranties, representations, certifications and covenants made by the Issuers in this Agreement shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Agreement, regardless of any investigation made by or on behalf of the Noteholders.

4.7. Part of Current Note Purchase Agreement; Future References, etc.

This Agreement shall be deemed to be, and is, a Financing Document. This Agreement shall be construed in connection with and as a part of the Note Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and covenants contained in the Current Note Purchase Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Agreement may refer to the Current Note Purchase Agreement without making specific reference to this Agreement, but nevertheless all such references shall include this Agreement, unless the context otherwise requires.

4.8. Affirmation of Obligations under Current Note Purchase Agreement and Notes; No Novation.

Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the obligations under the Current Note Purchase Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Current Note Purchase Agreement, as amended by this Agreement, and the Notes. The Issuers hereby acknowledge and affirm all of their respective obligations under the terms of the Current Note Purchase Agreement and the Notes. The execution, delivery and effectiveness of this Agreement shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Current Note Purchase Agreement or the Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the future under or in connection with the Note Purchase Agreement or the Notes or under applicable law.

[Remainder of page intentionally left blank. Next page is signature page.]

6

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 3 to Note Purchase Agreement to be executed on its behalf by a duly authorized officer or agent thereof.

			Very truly yours,
			ISSUERS:
			AARON'S, INC.
			By:	/s/ Xxxxxx X. Xxxxxxxx
			Name:	Xxxxxx X. Xxxxxxxx
			Title:	Chief Financial Officer and
				President, Strategic Operations
			XXXXX INVESTMENT COMPANY
			By:	/s/ Xxxxxx X. Xxxxxxxx
			Name:	Xxxxxx X. Xxxxxxxx
			Title:	Vice President and Treasurer

Accepted and Agreed:
The foregoing Agreement is hereby accepted as of the date first above written.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President
UNITED OF OMAHA LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President
LIBERTY NATIONAL LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President

FARMERS INSURANCE EXCHANGE
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President
XXXXXXX PENN LIFE INSURANCE COMPANY
OF NEW YORK
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President
FARMERS NEW WORLD LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President

ZURICH AMERICAN INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President
MID CENTURY INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President
AMERICAN INCOME LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President

GLOBE LIFE AND ACCIDENT INSURANCE
COMPANY
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President
FAMILY HERITAGE LIFE INSURANCE
COMPANY OF AMERICA
By:	Prudential Private Placement Investors, L.P.,
	as Investment Advisor
By:	Prudential Private Placement Investors, Inc.,
	as its General Partner
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Vice President

EXHIBIT A

Reaffirmation of Guarantee

Dated: June 30, 2016

Reference is made to that certain Note Purchase Agreement, dated as of April 14, 2014, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 9, 2014, and that certain Amendment No. 2 to Note Purchase Agreement, dated as of September 21, 2015 (as so amended, the “Current Note Purchase Agreement”), by and among Aaron’s, Inc., a Georgia corporation (together with its successors and assigns, the “Company”), and Xxxxx Investment Company, a Delaware corporation (together with its successors and assigns, “AIC”, and together with the Company, collectively, the “Issuers”), and each of the Persons holdings one or more of the Company’s 4.75% Series A Senior Notes due April 14, 2021 (the “Notes”) on the date hereof (collectively, the “Noteholders”). The Current Note Purchase Agreement is being amended pursuant to the terms of that certain Amendment No. 3 to Note Purchase Agreement, of even date herewith (the “Amendment Agreement”; and the Current Note Purchase Agreement, as amended by the Amendment Agreement, shall hereinafter be referred to as the “Amended NPA”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Amended NPA.

Each of the undersigned Subsidiaries (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) is a party to that certain Subsidiary Guarantee Agreement, dated as of April 14, 2014 (the “Subsidiary Guarantee Agreement”). Each of the Subsidiary Guarantors hereby (i) acknowledges receipt of a copy of the Amendment Agreement, (ii) consents to the Issuers’ execution and delivery of the Amendment Agreement, (iii) acknowledges and affirms that nothing contained in the Amendment Agreement shall modify in any respect whatsoever its obligations under the Subsidiary Guarantee Agreement and reaffirms that the Subsidiary Guarantee Agreement shall remain in full force and effect, and (iv) acknowledges and agrees that, for the avoidance of doubt, Guaranteed Obligations (as such term is defined in the Subsidiary Guarantee Agreement) include obligations in respect of the Amended NPA. Although each of the Subsidiary Guarantors has been informed of the matters set forth herein and has acknowledged and agreed to the same, each Subsidiary Guarantor understands that the Noteholders have no obligation to inform any Subsidiary Guarantor of such matters in the future or to seek any Subsidiary Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

[Remainder of page intentionally left blank; next page is signature page.]

			SUBSIDIARY GUARANTORS:
			AARON'S PRODUCTION COMPANY
			By:	/s/ Xxxxxx X. Xxxxxxxxxx
			Name:	Xxxxxx X. Xxxxxxxxxx
			Title:	Vice President and Secretary
			99LTO, LLC
			By Aaron's, Inc., as sole Manager
			By:	/s/ Xxxxxx X. Xxxxxxxx
			Name:	Xxxxxx X. Xxxxxxxx
			Title:	Chief Financial Officer and
				President, Strategic Operations
			AARON’S LOGISTICS, LLC
			By Aaron's, Inc., as sole Manager
			By:	/s/ Xxxxxx X. Xxxxxxxx
			Name:	Xxxxxx X. Xxxxxxxx
			Title:	Chief Financial Officer and
				President, Strategic Operations
			AARON’S STRATEGIC SERVICES, LLC
			By Aaron's, Inc., as sole Manager
			By:	/s/ Xxxxxx X. Xxxxxxxx
			Name:	Xxxxxx X. Xxxxxxxx
			Title:	Chief Financial Officer and
				President, Strategic Operations

			AARON'S PROCUREMENT
			COMPANY, LLC
			By:	/s/ Xxxxxx X. Xxxxxxxx
			Name:	Xxxxxx X. Xxxxxxxx
			Title:	Chief Financial Officer and
				President, Strategic Operations
			PROGRESSIVE FINANCE HOLDINGS,
			LLC
			By:	/s/ Xxxx X. Xxxxxxx
			Name:	Xxxx X. Xxxxxxx
			Title:	Chief Executive Officer

			Prog Finance Arizona, LLC
			Prog Finance California, LLC
			Prog Finance Florida, LLC
			Prog Finance Georgia, LLC
			Prog Finance Illinois, LLC
			Prog Finance Michigan, LLC
			Prog Finance New York, LLC
			Prog Finance Ohio, LLC
			Prog Finance Texas, LLC
			Prog Finance Mid-West, LLC
			Prog Finance North-East, LLC
			Prog Finance South-East, LLC
			Prog Finance West, LLC
			NPRTO Arizona, LLC
			NPRTO California, LLC
			NPRTO Florida, LLC
			NPRTO Georgia, LLC
			NPRTO Illinois, LLC
			NPRTO Michigan, LLC
			NPRTO New York, LLC
			NPRTO Ohio, LLC
			NPRTO Texas, LLC
			NPRTO Mid-West, LLC
			NPRTO North-East, LLC
			NPRTO South-East, LLC
			NPRTO West, LLC,
			By:	PROG LEASING, LLC, Sole
				Manager
			By:	PROGRESSIVE FINANCE
				HOLDINGS, LLC, Sole Manager
			By:	/s/ Xxxx X. Xxxxxxx
			Name:	Xxxx X. Xxxxxxx
			Title:	Chief Executive Officer

			PANGO LLC
			By:	PROGRESSIVE FINANCE
				HOLDINGS, LLC, Sole Manager
			By:	/s/ Xxxx X. Xxxxxxx
			Name:	Xxxx X. Xxxxxxx
			Title:	Chief Executive Officer
			PROG LEASING, LLC
			By:	PROGRESSIVE FINANCE
				HOLDINGS, LLC, Sole Manager
			By:	/s/ Xxxx X. Xxxxxxx
			Name:	Xxxx X. Xxxxxxx
			Title:	Chief Executive Officer