July 5, 2011

Exhibit 10.2

EXECUTION COPY

July 5, 2011

Aaron’s, Inc.
1100 Xxxxx Building
000 Xxxx Xxxxx Xxxxx Xxxx, XX
Xxxxxxx, XX 00000-0000
Attn: Xxxxxxx X. Xxxxxxxxx

Xxxxx Investment Company
Two Greenville Crossing
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxxx and Xxxxx Xxxxx

Ladies and Gentlemen:

We refer to that certain Note Purchase Agreement, dated as of July 27, 2005, as amended by that certain First Amendment to Note Purchase Agreement, dated as of November 4, 2008, and that certain letter amendment, dated as of April 19, 2011 (as in effect immediately prior to the date hereof, the “Existing Note Purchase Agreement”), among Aaron’s, Inc. (f/k/a Xxxxx Rents, Inc.), a Georgia corporation (the “Company”), Xxxxx Investment Company, a Delaware corporation (together with the Company, each an “Obligor”, and collectively, the “Obligors”), and the holders of Notes from time to time parties thereto (collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Existing Note Purchase Agreement, as amended hereby (as so amended, the “Note Purchase Agreement”).

As you have requested, the Noteholders party hereto hereby agree to amend the Existing Note Purchase Agreement as follows:

1. Deleting “$100,000,000” from the end of clause (l) of paragraph 6E and inserting “$150,000,000” in lieu thereof, and (ii) deleting the text in clause (f) of paragraph 6F and inserting “[Intentionally Omitted]” in lieu thereof.

2. Amending clause (i) of paragraph 6J by inserting “, the 2011 Note Purchase Agreement” immediately after “the RBC Agreement”.

3. Amending paragraph 10B to amend and restate the definition of “SunTrust Loan Facility Agreement” in its entirety to read as follows:

“SunTrust Loan Facility Agreement” means that certain Second Amended and Restated Loan Facility Agreement and Guaranty, dated as of June 18, 2010, by and among the Company, SunTrust and the financial institutions party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time.

4. Amending paragraph 10B to add the following definitions in their proper alphabetical order:

“2011 Note Purchase Agreement” shall mean that certain Note Purchase Agreement, dated as of July 5, 2011, by and among the Obligors and each holder of 2011 Notes.

“2011 Notes” shall mean those certain 3.75% Senior Notes due April 27, 2018, issued pursuant to the 2011 Note Purchase Agreement.

To induce the Noteholders to execute and deliver this letter agreement (this “Amendment”), by signing below, each Obligor consents to the terms of this Amendment and represents and warrants that no Default or Event of Default has occurred and is continuing and the representations and warranties of the Obligors set forth in the Note Purchase Agreement and all other instruments, agreements, documents and writings executed in connection with the foregoing (collectively, the “Transaction Documents”) are true and correct in all material respects except to the extent such representations and warranties relate solely to an earlier date.

The amendments set forth above are limited solely to the specific amendments listed above and shall not be deemed to be amendments or waivers of any other provision of the Note Purchase Agreement or other Transaction Documents. As modified by this Amendment, the Note Purchase Agreement shall remain in full force and effect and constitute the legal, valid, binding and enforceable obligations of the Obligors. This Amendment shall be governed by, and construed in accordance with, the internal laws (and not the laws of conflicts) of the State of New York and all applicable laws of the United States of America. The Obligors agree to pay on demand all costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Noteholders in connection with this Amendment and the transactions contemplated hereby. This Amendment constitutes the entire understanding of the parties hereto and supersedes any other prior or contemporaneous negotiations or agreements with respect to the subject matter hereof. This Amendment may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement.

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Please countersign below to evidence your acknowledgment and agreement to the terms of this Amendment.

	Very truly yours, GIBRALTAR LIFE INSURANCE CO., LTD.
	By:	Prudential Investment Management
		(Japan), Inc., as Investment Manager
	By:	Prudential Investment Management, Inc.,
		as Sub-Advisor
	By:	/s/ Xxx X. Xxxxx
		Name:	Xxx X. Xxxxx
		Title:	Senior Vice President
	ZURICH AMERICAN INSURANCE COMPANY
	By:	Prudential Private Placement Investors,
		L.P., as Investment Advisor
	By:	Prudential Private Placement Investors,
		Inc., as General Partner
	By:	/s/ Xxx X. Xxxxx
		Name:	Xxx X. Xxxxx
		Title:	Senior Vice President
	PRUCO LIFE INSURANCE COMPANY
	By:	/s/ Xxx X. Xxxxx
		Name:	Xxx X. Xxxxx
		Title:	Assistant 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 General Partner
	By:	/s/ Xxx X. Xxxxx
		Name:	Xxx X. Xxxxx
		Title:	Senior Vice President

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Acknowledged and agreed to as of the
date herein above written:

	AARON’S, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxx
		Title:	Executive Vice President and Chief Financial Officer
	XXXXX INVESTMENT COMPANY
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxx
		Title:	Vice President and Treasurer

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