CREDIT AGREEMENT dated as of November 9, 2020 among AARON’S, LLC, as the Borrower, AARON’S SPINCO, INC., as Holdings THE LENDERS FROM TIME TO TIME PARTY HERETO, and TRUIST BANK, as Administrative Agent, Swingline Lender and an Issuing Bank BANK OF...Credit Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2020, by and among AARON’S, LLC, a Georgia limited liability company (the “Borrower”), AARON’S SPINCO, INC., a Georgia corporation (“Holdings”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and TRUIST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia
This INDEMNIFICATION AGREEMENT is made and executed effective as of the ____ day of _____________, 2020 by and between The Aaron’s Company, Inc., a Georgia corporation (the “Company”), and ______________, an individual resident of the State of ______________ (“Indemnitee”).
LOAN FACILITY AGREEMENT AND GUARANTY by and among AARON’S, LLC, THE AARON’S COMPANY, INC. (f/k/a AARON’S SPINCO, INC.), TRUIST BANK, as Servicer and EACH OF THE PARTICIPANTS PARTY HERETO Dated as of November 17, 2020 TRUIST SECURITIES, INC., BANK OF...Loan Facility Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • New York
THIS LOAN FACILITY AGREEMENT AND GUARANTY (the “Agreement”) made as of this 17th day of November, 2020, by and among AARON’S, LLC, a Georgia limited liability company having its principal place of business and chief executive office at 400 Galleria Parkway SE, Suite 300, Atlanta, GA 30339 (“Sponsor”), THE AARON’S COMPANY, INC. (f/k/a AARON’S SPINCO, INC.), a Georgia corporation having its principal place of business and chief executive office at 400 Galleria Parkway SE, Suite 300, Atlanta, GA 30339 (“Holdings”), TRUIST BANK (“Truist”) and each of the other lending institutions listed on the signature pages hereto (Truist, such lenders, together with any assignees thereof becoming “Participants” pursuant to the terms of this Agreement, the “Participants”) and TRUIST BANK, a banking corporation organized and existing under the laws of North Carolina having its principal office in Charlotte, North Carolina, as Servicer (in such capacity, the “Servicer”).
AMENDED AND RESTATED SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTSeverance and Change-in-Control Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia
THIS AMENDED AND RESTATED SEVERANCE AND CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), dated as of November 30, 2020 (the “Effective Date”), is made by and between The Aaron’s Company, Inc., a corporation organized under the laws of the State of Georgia (the “Company”) and Douglas A. Lindsay (“Executive”).
TAX MATTERS AGREEMENT By and Among AARON’S HOLDINGS COMPANY, INC. and THE AARON’S COMPANY, INC.Tax Matters Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia
This TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2020, by and among Aaron’s Holdings Company, Inc., a Georgia corporation (“HoldCo”), and The Aaron’s Company, Inc., a Georgia corporation and a wholly owned subsidiary of Holdco (“SpinCo” and together with HoldCo, the “Parties,” and each a “Party”). Any capitalized term used herein without definition shall have the meaning given to it in the Separation Agreement, dated as of the date hereof, by and between Aaron’s, Inc., a Georgia corporation, HoldCo and SpinCo (as such agreement may be amended from time to time, the “Separation Agreement”).
TRANSITION SERVICES AGREEMENT By and Between AARON’S HOLDINGS COMPANY, INC. (TO BE KNOWN AS PROG HOLDINGS, INC.) and THE AARON’S COMPANY, INC. Dated as of November 29, 2020Transition Services Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into on November 29, 2020 and is effective as of the Effective Time, by and between Aaron’s Holdings Company, Inc., a Georgia corporation (“RemainCo”), and The Aaron’s Company, Inc., a Georgia corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
TRANSITION AGREEMENTTransition Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia
This Transition Agreement (this “Agreement”) by and among Aaron’s Holdings Company, Inc. (the “Company”), Aaron’s, LLC (“Aaron’s”), The Aaron’s Company, Inc. (“TAC,” and, together with Aaron’s, the “Aaron’s Business Parties”), John W. Robinson III (“Executive”), and Progressive Finance Holdings, LLC (“Progressive”) (solely for purposes of Sections 1(a), 15, and 18), is entered into and dated as of November 30, 2020. The Company, the Aaron’s Business Parties, and Executive are each a “Party” and are collectively referred to as the “Parties”.
ASSIGNMENT AGREEMENTAssignment Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia
THIS ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2020 (the “Effective Date”), by and between Prog Leasing, LLC, a Delaware limited liability company (“Progressive”), Aaron’s, LLC, a Georgia limited liability company (“Aaron’s”), and The Aaron’s Company, Inc., a Georgia corporation (“SpinCo”). Capitalized terms not defined in the body of this Agreement shall have the definitions set forth in Schedule A. Each of Progressive, Aaron’s, and SpinCo may be referred to herein individually as a “Party” and collectively as the “Parties”.
EMPLOYEE MATTERS AGREEMENT between AARON’S HOLDINGS COMPANY, INC. (TO BE KNOWN AS PROG HOLDINGS, INC.) and THE AARON’S COMPANY, INC. dated as of November 29, 2020Employee Matters Agreement • December 1st, 2020 • Aaron's Company, Inc. • Services-equipment rental & leasing, nec • Georgia
This EMPLOYEE MATTERS AGREEMENT is entered into as of November 29, 2020 between Aaron’s Holdings Company, Inc., a Georgia corporation (“RemainCo”), and The Aaron’s Company, Inc., a Georgia corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
