8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):    October 8, 2013

AARON’S, INC.

(Exact name of Registrant as Specified in Charter)

Georgia	1-13941	58-0687630
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

309 E. Paces Ferry Road, N.E. Atlanta, Georgia	30305-2377
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (404) 231-0011

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amendment No. 2 to Note Purchase Agreement

On October 8, 2013, Aaron’s, Inc. (the “Company”) and its subsidiaries, Aaron Investment Company, Aaron’s Production Company and 99LTO, LLC entered into Amendment No. 2 to Note Purchase Agreement with The Prudential Insurance Company of America and certain other purchasers, as set forth on the signature pages thereof (the “Prudential Notes Amendment”). The Prudential Notes Amendment amends the Note Purchase Agreement dated as of July 5, 2011, as amended on December 19, 2012 (the “Prudential Notes Agreement”), pursuant to which the Company and its subsidiaries named above, as co-obligors, issued $125 million in senior unsecured notes to the purchasers in a private placement. The notes bear interest at the rate of 3.75% per year and mature on April 27, 2018.

The Prudential Notes Amendment amends the Prudential Notes Agreement to, among other things, (i) remove the “Minimum Consolidated Net Worth” financial covenant which previously required that the Company maintain a certain minimum consolidated net worth and (ii) change the “Restricted Payments” negative covenant, which imposes certain restrictions on the amount of payments that can be made in respect of dividends, distributions, redemptions and stock repurchases paid in cash, to make such covenant less restrictive. The Company remains subject to other financial covenants under the Prudential Notes Agreement which require the Company to maintain a minimum ratio of debt to earnings before interest, taxes, depreciation and amortization and a minimum fixed charge coverage ratio. If the Company fails to comply with these covenants, the Company will be in default under the Prudential Notes Agreement and the purchasers would have the right to exercise certain default remedies.

The foregoing description of the Prudential Notes Amendment is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Fifth Amendment to Revolving Credit Agreement

On October 8, 2013, the Company entered into the Fifth Amendment to Revolving Credit Agreement with the lending institutions listed on the respective signature pages thereof, and SunTrust Bank, as administrative agent for the lending institutions (the “Credit Agreement Amendment”). The Credit Agreement Amendment amends the Revolving Credit Agreement dated as of May 23, 2008, as amended as of March 31, 2011, May 18, 2011, July 1, 2011 and December 13, 2012 (the “Credit Agreement”). The Credit Agreement provides, subject to certain terms and conditions, for unsecured borrowings by the Company of up to $140 million (including a letter of credit and swingline loan subfacility).

The Credit Agreement Amendment amends the Credit Agreement to, among other things, change the “Restricted Payments” negative covenant, which imposes certain restrictions on the amount of payments that can be made in respect of dividends, distributions, redemptions and stock repurchases paid in cash, to make such covenant less restrictive.

The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Sixth Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty

On October 8, 2013, the Company entered into the Sixth Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty with SunTrust Bank, as servicer, and the other participants listed on the respective signature pages thereof (the “Franchisee Loan Facility Amendment”). The Franchisee Loan Facility Amendment amends the Second Amended and Restated Loan Facility Agreement and Guaranty dated as of June 18, 2010, as amended as of March 31, 2011, May 18, 2011, July 1, 2011, May 16, 2012 and December 13, 2012 (the “Franchisee Loan Facility”). Pursuant to this facility, subject to certain terms and conditions, the Company’s franchisees can borrow funds guaranteed by the Company.

The Franchisee Loan Facility Amendment amends the Franchisee Loan Facility to, among other things, change the “Restricted Payments” negative covenant, which imposes certain restrictions on the amount of payments that can be made in respect of dividends, distributions, redemptions and stock repurchases paid in cash, to make such covenant less restrictive.

The foregoing description of the Franchisee Loan Facility Amendment is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibits 10.3 and is incorporated herein by reference.

Automatic Amendments to Credit Facilities

As previously disclosed, the Credit Agreement and the Franchisee Loan Agreement were amended on December 13, 2012 to provide that, upon removal of enumerated financial covenants from the Prudential Notes Agreement, the substantially similar financial covenants contained in the Credit Agreement and Franchisee Loan Agreement would be automatically removed, provided that certain notice requirements are met. Accordingly, as of October 8, 2013, the effective date of the Prudential Notes Amendment, the “Minimum Consolidated Net Worth” financial covenant that required the Company to maintain a certain minimum consolidated net worth level in each of the Credit Agreement and the Franchisee Loan Agreement was automatically removed, after notice was duly given to remove such financial covenant. The Company remains subject to other financial covenants under the Credit Agreement and the Franchisee Loan Agreement which require the Company to maintain a minimum ratio of debt to earnings before interest, taxes, depreciation and amortization and a minimum fixed charge coverage ratio. If the Company fails to comply with these covenants, the Company will be in default under the Credit Agreement and the Franchisee Loan Agreement, and the administrative agent and the requisite lenders under the Credit Agreement would have the right to accelerate the maturity date of the Credit Agreement and exercise certain other default remedies, and the servicer and the requisite participants under the Franchisee Loan Agreement would have the right to exercise certain default remedies.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated herein by reference in response to this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits:

Exhibit No.	Description
10.1	Amendment No. 2 to Note Purchase Agreement by and among Aaron’s, Inc. and certain other obligors and the purchasers, dated as of October 8, 2013.
10.2	Fifth Amendment to Revolving Credit Agreement, by and among Aaron’s, Inc., as borrower, SunTrust Bank, as administrative agent, and each of the lending institutions party thereto as lenders, dated as of October 8, 2013.
10.3	Sixth Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty, by and among Aaron’s, Inc., as sponsor, SunTrust Bank, as servicer, and each of the other financial institutions party thereto as participants, dated as of October 8, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AARON’S, INC.
	By:	/s/ Gilbert L. Danielson
Date: October 15, 2013		Gilbert L. Danielson Executive Vice President and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of October 8, 2013, by and among AARON’S, INC., a Georgia corporation (together with its successors and assigns, the “Company”), AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, “AIC”), AARON’S PRODUCTION COMPANY, a Georgia corporation (together with its successors and assigns, “APC”) and 99LTO, LLC, a Georgia limited liability company (together with its successors and assigns, “99LTO”and, together with the Company, AIC and APC, collectively, the “Obligors”) and each of the Persons holding one or more Notes (as defined below) on the Second Amendment Effective Date (as defined below) (collectively, the “Noteholders”), with respect to that certain Note Purchase Agreement, dated as of July 5, 2011, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of December 19, 2012 (as amended from time to time and as in effect immediately prior to giving effect to this Agreement, the “Existing 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 Obligors and each of the Noteholders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Purchase Agreement.

RECITALS:

A.    The Obligors and Noteholders are parties to the Existing Note Purchase Agreement, pursuant to which the Obligors issued and sold an aggregate principal amount of $125,000,000 of their 3.75% Senior Notes due April 27, 2018 (the “Notes”) to the Noteholders;

B.    The Noteholders are the holders of all outstanding Notes, as of the date hereof, in the aggregate principal amounts indicated on Annex 1 hereto; and

C.    The Obligors have requested, and the Noteholders have agreed to, certain amendments and modifications to the provisions of the Existing Note Purchase 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 Obligors and the Noteholders agree as follows:

1. AMENDMENTS.

Subject to the satisfaction of the conditions set forth in Section 3 hereof, the Existing Note Purchase Agreement is hereby amended as follows (such amendments herein referred to as the “Amendments”):

1.1.Amendment of Paragraph 5A (Financial Statements). Clause (iii) of Paragraph 5A of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(iii)    promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be, it being agreed that the requirements of this subsection may be satisfied by the delivery of the applicable reports, statements or other materials to the Securities and Exchange Commission to the extent that such reports, statements or other materials are available to each Significant Holder on EDGAR;”

1.2.Amendment of Paragraph 6D (Minimum Consolidated Net Worth). Paragraph 6D of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“6D.    Intentionally Omitted.”

1.3.Amendment of Paragraph 6H (Restricted Payments). Paragraph 6H of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“6H.    Restricted Payments.    The Company will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or Indebtedness subordinated to the obligations of the Obligors under the Notes or any options, warrants, or other rights to purchase such common stock or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Company solely in shares of any class of its common stock, (ii) Restricted Payments made by any Subsidiary to any Obligor, and (iii) other Restricted Payments made by the Company in cash so long as after giving pro forma effect to the payment thereof, (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Company and its Subsidiaries would be in pro forma compliance with the financial covenants in paragraphs 6A and 6B measured as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered hereunder.”

2. WARRANTIES AND REPRESENTATIONS.

To induce the Noteholders to enter into this Agreement, each of the Obligors represents and warrants to each of the Noteholders that as of the Second Amendment Effective Date (as hereinafter defined):

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2.1. Corporate and Other Organization and Authority.

(a)    Each Obligor 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 Obligors has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

2.2. Authorization, etc.

This Agreement has been duly authorized by all necessary corporate or limited liability company action on the part of the Obligors. Each of this Agreement, the Note Purchase Agreement and the Notes constitutes a legal, valid and binding obligation of the Obligors, enforceable, in each case, against such Obligor 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 Obligor of this Agreement and the performance by such Obligor of its obligations under each of this Agreement, the Note Purchase Agreement and the Notes 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 Obligor 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 Obligor;

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

2.4. Governmental Consent.

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

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.

After giving effect to this Agreement, the representations and warranties contained in the Note Purchase Agreement and the Joinder Agreements executed by APC and 99LTO are true and correct in all material respects as of the Second Amendment Effective Date.

2.7.    Amendment Fees.

No fee or other considerationwas or will be paid to the administrative agent or any of the lenders party to the SunTrust Agreement or the SunTrust Loan Facility Agreement in connection with the Bank Amendments (as defined below).

2.8.    Deletion of Covenants Governing Minimum Consolidated Net Worth in SunTrust Agreements.

No Default or Event of Default (as each such term is defined in the SunTrust Agreement) and no Credit Event or Unmatured Credit Event (as each such term is defined in the SunTrust Loan Facility Agreement) exist on the date hereof and, as a result of the operation of the last paragraph of Article VI of the SunTrust Agreement and the last paragraph of Article VII of the SunTrust Loan Facility Agreement, the covenants governing minimum Consolidated Net Worth set forth in Section 6.4 of the SunTrust Agreement and in Section 7.4 of the SunTrust Loan Facility Agreement have been deleted therefrom effective as of the Second Amendment Effective Date.

3. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

The amendments set forth in this Agreement shall become effective as of the date first written above (the “Second Amendment Effective Date”), provided that each Noteholder shall have received the following:

(a)     a copy of this Agreement executed by the Obligors and the Noteholders;

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

(c)    the Noteholders shall have received fully executed copies of (i) the Fifth Amendment to the SunTrust Agreement dated as of the date hereof (the “Revolver Amendment”) and (ii) the

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Sixth Amendment to the SunTrust Loan Facility Agreement dated as of the date hereof (the “Loan Facility Amendment” and together with the Revolver Amendment, collectively, the “Bank Amendments”), and each such Bank Amendment shall be in form and substance satisfactory to the Noteholders and in full force and effect; and

(d)    payment of the reasonable fees, charges and disbursements of counsel to the Noteholders incurred in connection with this Agreement.

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 transmission or electronic mail 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 become effective, each of the Obligors confirms its obligation under paragraph 11B of the Note Purchase Agreement and agrees that, on the Second Amendment Effective Date (or if an invoice is delivered subsequent to the Second Amendment Effective Date or if the 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 Second Amendment Effective Date. The Obligors will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders’ special counsel rendered after the Second Amendment Effective Date in connection with this Agreement.

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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 Obligors 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 Existing Note Purchase Agreement; Future References, etc.

This Agreement shall be construed in connection with and as a part of the Existing Note Purchase Agreement and the Notes and, except as expressly amended by this Agreement, all terms, conditions and covenants contained in the Existing Note Purchase Agreement and the Notes 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 Existing Note Purchase Agreement and the Notes 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 Existing Note Purchase Agreement and Notes.

The Obligors hereby acknowledge and affirm all of their respective obligations under the terms of the Existing 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 Existing 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.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf by a duly authorized officer or agent thereof.

Very truly yours,

AARON’S, INC.

By: /s/ Gilbert L. Danielson        

Name:    Gilbert L. Danielson

Title:    Executive Vice President, Chief

Financial Officer

AARON INVESTMENT COMPANY

By: /s/ Gilbert L. Danielson        

Name:    Gilbert L. Danielson

Title:    Vice President and Treasurer

AARON’S PRODUCTION COMPANY

By: /s/ Gilbert L. Danielson        

Name:    Gilbert L. Danielson

Title:    Vice President and Treasurer

99LTO, LLC

By: /s/ Gilbert L. Danielson        

Name:    Gilbert L. Danielson

Title:    Executive Vice President, Chief

Financial Officer

[Signature Page to Amendment No. 2 to Aaron’s, Inc. 2011 Note Purchase Agreement]

Accepted and Agreed:

The foregoing Agreement is hereby accepted as of the date first above written.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: : /s/ Jay S. White                

Name:    Jay S. White

Title:    Senior Vice President

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

By:    Prudential Investment Management, Inc.,

as investment manager

By: : /s/ Jay S. White                

Name:    Jay S. White

Title:    Senior Vice President

THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.

By:    Prudential Investment Management (Japan),

Inc., as Investment Manager

By:    Prudential Investment Management, Inc.,

as Sub-Adviser

By: : /s/ Jay S. White                

Name:    Jay S. White

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 its General Partner)

By: : /s/ Jay S. White                

Name:    Jay S. White

Title:    Senior Vice President

[Signature Page to Amendment No. 2 to Aaron’s, Inc. 2011 Note Purchase Agreement]

FORETHOUGHT 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/ Jay S. White                

Name:    Jay S. White

Title:    Senior Vice President

[Signature Page to Amendment No. 2 to Aaron’s, Inc. 2011 Note Purchase Agreement]

ANNEX 1

INFORMATION AS TO NOTEHOLDERS

Name Held	Principal Amount of Notes
The Prudential Insurance Company of America		$52,530,000
Prudential Retirement Insurance and Annuity Company	$46,400,000 $3,600,000
The Prudential Insurance Company of America, Ltd.		$10,000,000
Zurich American Insurance Company		$9,000,000
Forethought Life Insurance Company		$3,470,000
Total:		$125,000,000

Annex 1

A/75739305.1

EX-10.2

EXHIBIT 10.2

FIFTH AMENDMENT TO

REVOLVING CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is made and entered into as ofOctober 8, 2013, by and among AARON’S, INC., a Georgia corporation (“Borrower”), each of the lending institutions listed on the signature pages hereto (such lenders, the “Lenders”) and SUNTRUST BANK, a banking corporation organized and existing under the laws of Georgia having its principal office in Atlanta, Georgia, as Administrative Agent (in such capacity, the “Administrative Agent”).

WITNESSETH:

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a certain Revolving Credit Agreement, dated as of May 23, 2008, as amended by that certain First Amendment to Revolving Credit Agreement dated as of March 31, 2011, by that certain Second Amendment to Revolving Credit Agreement dated as of May 18, 2011, by that certain Third Amendment to Revolving Credit Agreement dated as of July 1, 2011 and by that certain Fourth Amendment to Revolving Credit Agreement dated as of December 13, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower;

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and subject to the terms and conditions hereof, the Lenders are willing to do so;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Lenders and the Administrative Agent agree as follows:

1.Amendments.

(A) Section 5.1(e) of the Credit Agreement is hereby replaced in its entirety with the following:

(e)    promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be, it being agreed that the requirements of this subsection may be satisfied by the delivery of the applicable reports, statements or other materials to the Securities and Exchange Commission to the extent that such reports, statements or other materials are available to the Lenders on EDGAR; and

(B) Section 7.5 of the Credit Agreement is hereby replaced in its entirety with the following:

Section 7.5 Restricted Payments. The Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend

on any class of its stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or Indebtedness subordinated to the Obligations of the Borrower or any options, warrants, or other rights to purchase such common stock or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Borrower solely in shares of any class of its common stock, (ii) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary Loan Party, and (iii) other Restricted Payments made by the Borrower in cash so long as after giving pro forma effect to the payment thereof, (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower and its Subsidiaries would be in pro forma compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder.

2. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received (i) executed counterparts to this Amendment from the Borrower, each of the Guarantors and the Lenders, (ii) reimbursement or payment of the Administrative Agent’s reasonable costs and expenses incurred in connection with this Amendment (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Administrative Agent) and (iii) amendments to the 2011 Note Agreement and the Loan Facility Agreement, in each case in form and substance satisfactory to the Administrative Agent and making equivalent modifications to those set forth above.

3.    Representations and Warranties. To induce the Lenders and the Administrative Agent to enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that:

(a)    The execution, delivery and performance by such Loan Party of this Amendment (i) are within such Loan 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 Loan 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 Loan Party or any of its Subsidiaries is a party or by which such Loan 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 Loan 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 Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan 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;

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(c)    After giving effect to this Amendment, the representations and warranties contained in the Credit 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 Borrower of this Amendment and jointly and severally ratify and confirm the terms of the Subsidiary Guarantee Agreement with respect to the indebtedness now or hereafter outstanding under the Credit 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 Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, the Subsidiary Guarantee 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 Guarantee 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 Guarantee Agreement.

5.    Effect of Amendment. Except as set forth expressly herein, all terms of the Credit 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 Borrower to the Lenders and the Administrative Agent. 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 Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit 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 Credit Agreement or an accord and satisfaction in regard thereto.

8.    Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent 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 Administrative Agent with respect thereto.

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.

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[Signature Pages To Follow]

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under seal in the case of the Borrower and the Guarantors, by their respective authorized officers as of the day and year first above written.

BORROWER:

AARON’S, INC.

By: /s/ Gilbert L. Danielson    

Name: Gilbert L. Danielson

Title: Executive Vice President, Chief Financial Officer

GUARANTORS:

AARON INVESTMENT COMPANY, as

Guarantor

By: /s/ Gilbert L. Danielson            

Name: Gilbert L. Danielson

Title: Vice President and Treasurer

AARON’S PRODUCTION COMPANY, as

Guarantor

By: /s/ Gilbert L. Danielson            

Name: Gilbert L. Danielson

Title: Vice President and Treasurer

99 LTO, LLC, as Guarantor

By: AARON’S, INC., its Sole Manager

By: /s/ Gilbert L. Danielson    

Name: Gilbert L. Danielson

Title: Executive Vice President, Chief Financial Officer

[SIGNATURE PAGE TO FIFTH AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]

LENDERS:

SUNTRUST BANK

By: /s/ Kelly Gunter            

Name: Kelly Gunter

Title: Director

[SIGNATURE PAGE TO FIFTH AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:/s/ Ashley Walsh            

Name: Ashley Walsh

Title: Vice President

[SIGNATURE PAGE TO FIFTH AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]

REGIONS BANK

By: /s/ Scott J. Rossman            

Name: Scott J. Rossman

Title: Senior Vice President

[SIGNATURE PAGE TO FIFTH AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]

BRANCH BANKING AND TRUST COMPANY

By: /s/ Bradley B. Sands        

Name: Bradley B. Sands

Title: Assistant Vice President

[SIGNATURE PAGE TO FIFTH AMENDMENT TO

REVOLVING CREDIT AGREEEMENT]

BANK OF AMERICA, N.A.

By: /s/ Ryan Maples            

Name: Ryan Maples

Title: Vice President

[SIGNATURE PAGE TO FIFTH AMENDMENT TO

REVOLVING CREDIT AGREEMENT]

EX-10.3

EXHIBIT 10.3

SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY (this “Amendment”), is made and entered into as of October 8, 2013, by and among AARON’S, INC., a Georgia corporation (“Sponsor”), each of the lending institutions listed on the signature pages hereto (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”).

WITNESSETH:

WHEREAS, the Sponsor, the Participants and the Servicer are parties to a certain Second Amended and Restated Loan Facility Agreement and Guaranty, dated as of June 18, 2010, as amended by that certain First Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty dated as of March 31, 2011, by that certain Second Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty dated as of May 18, 2011, by that certain Third Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty dated as of July 1, 2011, by that certain Fourth Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty dated as of May 16, 2012 and by that certain Fifth Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty dated as of December 13, 2012 (as 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 6.1(e) of the Loan Facility Agreement is hereby replaced in its entirety with the following:

(e)    promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by the Sponsor to its shareholders generally, as the case may be, it being agreed that the requirements of this subsection may be satisfied by the delivery of the applicable reports, statements or other materials to the Securities and Exchange Commission to the extent that such reports, statements or other materials are available to the Lenders on EDGAR; and

(b) Section 8.5 of the Loan Facility Agreement is hereby replaced in its entirety with the following:

Section 8.5     Restricted Payments. The Sponsor will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of common stock or Indebtedness subordinated to the Guaranteed Obligations of the Sponsor or any options, warrants, or other rights to purchase such common stock or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Sponsor solely in shares of any class of its common stock, (ii) Restricted Payments made by any Guarantor to the Sponsor or to another Guarantor and (iii) other Restricted Payments made by the Sponsor in cash so long as after giving pro forma effect to the payment thereof, (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Sponsor and its Subsidiaries would be in pro forma compliance with the financial covenants in Article VII measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder.

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) executed counterparts to this Amendment from the Sponsor, each of the Guarantors and the Participants and (ii) amendments to the 2011 Note Agreement and the Revolving Credit Agreement, in each case in form and substance satisfactory to the Servicer and making equivalent modifications to those set forth above.

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;

(c)    After giving effect to this Amendment, the representations and warranties contained in the Loan Facility Agreement and the other Operative Documents are true and correct in all material respects, and no Credit Event or Unmatured Credit Event has occurred and is continuing as of the date hereof; and

2

(d)    After giving effect to this Amendment, all Participation Certificates previously issued remain in full force and effect.

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 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 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 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 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 Operative 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 an Operative 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 reasonable 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.

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.

3

[Signature Pages To Follow]

4

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:

AARON’S, INC.

By: /s/ Gilbert L. Danielson    

Name: Gilbert L. Danielson

Title: Executive Vice President, Chief Financial Officer

GUARANTORS:

AARON INVESTMENT COMPANY, as

Guarantor

By: /s/ Gilbert L. Danielson            

Name: Gilbert L. Danielson

Title: Vice President and Treasurer

AARON’S PRODUCTION COMPANY, as

Guarantor

By: /s/ Gilbert L. Danielson            

Name: Gilbert L. Danielson

Title: Vice President and Treasurer

99 LTO, LLC, as Guarantor

By: AARON’S, INC., its Sole Manager

By: /s/ Gilbert L. Danielson    

Name: Gilbert L. Danielson

Title: Executive Vice President, Chief Financial Officer

[SIGNATURE PAGE TO SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN FACILITY AGREEEMENT]

SERVICER:

SUNTRUST BANK

By: /s/ Kelly Gunter            

Name: Kelly Gunter

Title: Director

[SIGNATURE PAGE TO SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN FACILITY AGREEEMENT]

PARTICIPANTS:

SUNTRUST BANK

By: /s/ Kelly Gunter            

Name: Kelly Gunter

Title: Director

[SIGNATURE PAGE TO SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN FACILITY AGREEEMENT]

WELLS FARGO BANK, N.A.

By:/s/ Ashley Walsh            

Name: Ashley Walsh

Title: Vice President

[SIGNATURE PAGE TO SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN FACILITY AGREEEMENT]

REGIONS BANK

By: /s/ Scott J. Rossman            

Name: Scott J. Rossman

Title: Senior Vice President

[SIGNATURE PAGE TO SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN FACILITY AGREEEMENT]

BRANCH BANKING AND TRUST COMPANY

By: /s/ Bradley Echols            

Name: Bradley Echols

Title: Senior Vice President

[SIGNATURE PAGE TO SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN FACILITY AGREEEMENT]

BANK OF AMERICA, N.A.

By:/s/ Ryan Maples                

Name: Ryan Maples

Title: Vice President

[SIGNATURE PAGE TO SIXTH AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN FACILITY AGREEEMENT]