THIRD AMENDMENT TO LOAN FACILITY AGREEMENT AND GUARANTY

EXHIBIT 10(ii)

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 July 27, 2005, by and among XXXXX RENTS, INC., a Georgia corporation (“Sponsor”), SUNTRUST BANK (“SunTrust”) and each of the other lending institutions listed on the signature pages hereto (SunTrust and such lenders, the “Participants”) and SUNTRUST BANK, a banking corporation organized and existing under the laws of Georgia having its principal office in Atlanta, Georgia, as Servicer (in such capacity, 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 May 28, 2004, as amended by that certain First Amendment to Loan Facility Agreement and Guaranty, dated as of September 27, 2004, as amended by that Second Amendment to Loan Facility Agreement and Guaranty, dated as of May 27, 2005 (so amended and as may be further 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 Participants and the Servicer agree as follows:

1. Amendments.

(a)  Section 1.1 of the Loan Facility Agreement is hereby amended by (i) deleting the definition of Note Purchase Agreement in its entirety and (ii) adding the following definitions in the proper alphabetical order:

“2002 Note Agreement” shall mean that certain Note Purchase Agreement, dated as of August 15, 2002, by and among Sponsor, the other Loan Parties party thereto, The Prudential Insurance Company of America and the other purchasers signatory thereto, as such Note Purchase Agreement may be amended, supplemented, restated and otherwise modified from time to time.

“2005 Note Agreement”  shall mean that certain Note Purchase Agreement, dated as of July 27, 2005, by and among Sponsor, the other Loan

Parties party thereto, The Prudential Insurance Company of America and the other purchasers signatory thereto as such Note Purchase Agreement may be amended, supplemented, restated and otherwise modified from time to time.

(b) Section 1.1 of the Loan Facility Agreement is hereby further amended by replacing the definitions of Consolidated Total Debt, Maximum Commitment Amount, Permitted Acquisition and Synthetic Lease Documents in their entirety with the following definitions:

“Consolidated Total Debt” shall mean, at any time, all then currently outstanding obligations, liabilities and indebtedness of the Sponsor and its subsidiaries on a consolidated basis of the types described in the definition of Indebtedness.  Notwithstanding anything contained herein to the contrary, for purposes of calculating Consolidated Total Debt as of any date, the obligations, liabilities and indebtedness of the Sponsor under this Agreement shall be limited to fifty percent (50%) of the aggregate outstanding principal amount of the Loans on such date.

“Maximum Commitment Amount” shall mean $140,000,000, as such amount may be reduced pursuant to Section 2.7, Section 2.8 or Section 15.2.

“Permitted Acquisition” shall mean any Acquisition so long as (a) immediately before and after giving effect to such Acquisition, no Credit Event is in existence, (b) such Acquisition has been approved by the board of directors of the Person being acquired prior to any public announcement thereof, (c) the total consideration (including all cash, debt, stock and other property, and assumption of obligations for borrowed money) of any single Acquisition or series of related Acquisitions does not exceed $40,000,000, (d) the total consideration (including all cash, debt, stock and other property, and assumption of obligations for borrowed money) of all Acquisitions during any fiscal year does not exceed $80,000,000 and (e) immediately after giving effect to such Acquisition, the Sponsor and its Subsidiaries will not be engaged in any business other than businesses of the type conducted by the Sponsor and its Subsidiaries on the Closing Date and businesses reasonably related thereto. As used herein, Acquisitions will be considered related Acquisitions if the sellers under such Acquisitions are the same Person or any Affiliate thereof.

“Synthetic Lease Documents” shall mean, collectively, (i) the Amended and Restated Master Agreement, dated as of October 31, 2001, among the Sponsor, SunTrust Banks, Inc., as lessor (the “Lessor”), SunTrust Bank and Wachovia Bank, National Association, formerly known as SouthTrust Bank of Georgia, N.A., as lenders, and SunTrust Bank, as agent, (ii) the Amended and Restated Lease Agreement, dated as of October 31, 2001, between the Lessor and the Sponsor and any supplements thereto, (iii) the Amended and Restated Construction Agency Agreement, dated as of October 31, 2001, among the Lessor and the Sponsor, (iv) the Amended and Restated Guaranty, dated as of October 31, 2001, executed by the Sponsor in favor of the Funding Parties (as defined

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therein), and (v) any and all security agreements and assignments (Construction Contract, Architect’s Agreement, Permits, Licenses and Governmental Approvals, and Plans and Specifications and Drawings) executed from time to time by the Sponsor in favor of the Lessor, as each of the foregoing may be amended, restated, supplemented, modified or replaced from time to time.

(c) Section 1.1 of the Loan Facility Agreement is hereby further amended by adding the following new definitions in proper alphabetical order:

“RBC Loan Facility Agreement” shall mean the credit facility agreement among the Sponsor, Royal Bank of Canada and any other parties thereto dated on or about the date hereof, whereby the Sponsor and any Subsidiary may, among other things, guarantee loans made to Canadian franchise operators and owners of the Sponsor pursuant to the terms thereof as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

“Rosey Rentals Loan Facility Agreement” shall mean the Amended and Restated Loan and Security Agreement dated as of May 5, 2004 by and among Rosey Rentals, L.P. and Wachovia Bank, N.A. (as successor to SouthTrust Bank) as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

(d) Subsection (h) of Section 8.1 of the Loan Facility Agreement is hereby amended by replacing it in its entirety with the following:

(h) Guarantees by the Sponsor of Indebtedness of certain franchise operators of the Sponsor, provided such guarantees are given by the Sponsor in connection with (1)  loans made pursuant to the terms of this Agreement, (2) loans made pursuant to the SouthTrust Loan Facility Agreement in an aggregate principal amount not to exceed $250,000, and (3) loans made by SunTrust Bank to finance the purchase of equity interests in certain franchises of the Sponsor in an aggregate principal amount not to exceed $10,000,000, (4) loans made pursuant to terms of the Rosey Rentals Loan Facility Agreement in an aggregate principal amount not to exceed Twenty Five Million Dollars ($25,000,000), and (5) loans made pursuant to the terms of the RBC Loan Facility Agreement in an aggregate principal amount not to exceed Fifteen Million Canadian Dollars (Cdn. $15,000,000);

(e) Subsection (l) of Section 8.1 of the Loan Facility Agreement is hereby amended by replacing it in its entirety with the following:

(l)  Indebtedness as evidenced by (i) the 6.88% Senior Notes of Sponsor in the amount of $50,000,000 issued pursuant to the 2002 Note Agreement and (ii) the 5.03% Senior Notes of Sponsor in the amount of $60,000,000 issued pursuant to the 2005 Note Agreement, together with Guarantees of such Indebtedness by any Subsidiaries of Sponsor; and

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(f) Subsection (f) of Section 8.4 of the Loan Facility Agreement is hereby amended by replacing it in its entirety with the following:

(f) (i)  loans to franchise operators and owners of franchises acquired or funded pursuant to the Loan Facility Agreement, the Rosey Rentals Loan Facility Agreement, the RBC Loan Facility Agreement and the SouthTrust Loan Facility Agreement and (ii) other adequately secured and properly monitored loans to franchise operators and owners of franchises in an aggregate principal amount outstanding, together with loans outstanding under clause (i) of this Section 8.4(f), not to exceed the aggregate facility amounts available for borrowing by franchise operators that the Sponsor is permitted to guarantee pursuant to Section 8.1

(g) Section 8.8 of the Loan Facility Agreement is hereby amended by replacing such Section in its entirety with the following:

8.8. Restrictive Agreements.  The Sponsor will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Sponsor or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Sponsor or any other Subsidiary, to Guarantee Indebtedness of the Sponsor or any other Subsidiary or to transfer any of its property or assets to the Sponsor or any Subsidiary of the Sponsor; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Transaction Document, the SouthTrust Loan Facility Agreement, the 2002 Note Agreement, the 2005 Note Agreement, or the Synthetic Lease Documents (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (iv) clause (a) shall not apply to customary provisions in leases restricting the assignment thereof.

(h) Section 8.9 of the Loan Facility Agreement is hereby amended by replacing such Section in its entirety with the following:

Section 8.9 Sale and Leaseback Transactions.   The Sponsor will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred; provided, however, the Sponsor may engage in such sale and leaseback

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transactions so long as the aggregate fair market value of all assets sold and leased back does not exceed $100,000,000 during the term of this Agreement.

(i) Section 9.11 of the Loan Facility Agreement is hereby amended by replacing such Section in its entirety with the following:

Section 9.11  any judgment or order for the payment of money in excess of $1,000,000, or any two or more judgments or orders for the payment of money in excess of $5,000,000, shall be rendered against the Sponsor or any Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

2. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Participants hereunder, it is understood and agreed that this Amendment shall not become effective, and the Sponsor shall have no rights under this Amendment, until the Servicer shall have received (i) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or otherwise outstanding (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Servicer), (ii) a copy of the 2005 Note Agreement and the amendment to the 2002 Note Agreement, each in form and substance reasonably satisfactory to the Servicer and (iii) executed counterparts to this Amendment from the Sponsor, each of the Guarantors and the Required Participants.

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

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(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.

4. Reaffirmation of Guaranty.  Each Guarantor consents to the execution and delivery by the Sponsor of this Amendment and jointly and severally ratify and confirm the terms of the Subsidiary 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 Subsidiary Guaranty Agreement (and in the case of Sponsor, the guaranty as set forth in Article X of the Loan Facility Agreement) (i) is and shall continue to be a primary, absolute and unconditional obligation of such Guarantor, except as may be specifically set forth in the Subsidiary Guaranty Agreement (or in the case of Sponsor, the guaranty provisions set forth in Article X of the Loan Facility Agreement), and (ii) 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 Subsidiary Guaranty Agreement (or in the case of Sponsor, the guaranty provisions set forth in Article X of the Loan Facility Agreement).

5. 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 Participants 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.

6. 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.

7. 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.

8. 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.

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9. 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.

10. 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.

11. 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]

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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:
	XXXXX RENTS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Executive Vice President,
		Chief Financial Officer
		[Corporate Seal]
	GUARANTORS:
	XXXXX INVESTMENT COMPANY, as
	Guarantor
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxx
		Title:		Vice President and Treasurer
	XXXXX RENTS, INC. PUERTO RICO, as Guarantor
	By:	/s/ Xxxxxx X. Xxxxxxxx, Xx.
	Name:		Xxxxxx X. Xxxxxxxx, Xx.
	Title:		Treasurer

[SIGNATURE PAGE TO THIRD AMENDMENT]

	PARTICIPANTS:
	SUNTRUST BANK
	By:	/s/ Xxx Xxxxxxx
		Name:	Xxx Xxxxxxx
		Title:	Vice President

	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:		/s/ Xxxxxx X. Xxxxxxx
	Name:		Xxxxxx X. Xxxxxxx
	Title:		Director

	REGIONS BANK
	By:	/s/ Xxxxxxx X. Xxx
	Name:		Xxxxxxx X. Xxx
	Title:		Senior Vice President

	BRANCH BANKING & TRUST CO.
	By:	/s/ Xxxx XxXxxxxxxx
	Name:		Xxxx XxXxxxxxxx
	Title:		Senior Vice President