and U.S. BANK NATIONAL ASSOCIATION, as Trustee 6.000% SENIOR NOTES DUE 2029Indenture • November 26th, 2021 • PROG Holdings, Inc. • Services-equipment rental & leasing, nec • New York
This Indenture, dated as of November 26, 2021, is by and among PROG Holdings, Inc., a Georgia corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, as trustee (the “Trustee”), paying agent and registrar.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 26th, 2021 • PROG Holdings, Inc. • Services-equipment rental & leasing, nec • Georgia
This INDEMNIFICATION AGREEMENT is made and executed effective as of the ____ day of ____, 2020 by and between Aaron’s Holdings Company, Inc., a Georgia corporation (the “Company”), and ______________, an individual resident of the State of ______________ (“Indemnitee”).
SEPARATION AND DISTRIBUTION AGREEMENT By and Between AARON’S HOLDINGS COMPANY, INC. and THE AARON’S COMPANY, INC. Dated as of November 29, 2020Separation and Distribution Agreement • December 1st, 2020 • PROG Holdings, Inc. • Services-equipment rental & leasing, nec • Georgia
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into on November 29, 2020, by and between AARON’S HOLDINGS COMPANY, INC., a Georgia corporation (“Parent”), and THE AARON’S COMPANY, INC., a Georgia corporation (“SpinCo”). Parent and SpinCo are sometimes referred to herein, individually, as a “Party” and, together, as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in ARTICLE I.
ASSUMPTION AGREEMENTAssumption Agreement • October 16th, 2020 • Aaron's Holdings Company, Inc. • Services-equipment rental & leasing, nec
TRANSITION AGREEMENTTransition Agreement • December 1st, 2020 • PROG Holdings, 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”.
SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTSeverance and Change-in-Control Agreement • July 29th, 2021 • PROG Holdings, Inc. • Services-equipment rental & leasing, nec • Utah
THIS SEVERANCE AND CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), dated as of _____________________, 2021 (the “Effective Date”), is made by and between PROG Holdings, Inc., a corporation organized under the laws of the State of Georgia (“PROG”) and [●] (“Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 26th, 2023 • PROG Holdings, Inc. • Services-equipment rental & leasing, nec
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of May 26, 2023 (this “Amendment”) is entered into among PROGRESSIVE FINANCE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), PROG HOLDINGS, INC., a Delaware corporation (formerly known as Aaron’s Holdings Company, Inc.), the “Ultimate Parent”) and the other Guarantors party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below and as amended hereby).
March 29, 2021Reaffirmation Agreement • April 29th, 2021 • PROG Holdings, Inc. • Services-equipment rental & leasing, nec • Utah
As we have discussed, the purpose of this letter agreement (this “Agreement”) is to set forth our mutual agreement regarding the terms and conditions of your new role with PROG Holdings, Inc., and its subsidiaries and related entities (“PROG”). Please review this Agreement carefully and, if you are in agreement with the terms contained herein, please sign and return it to John Karr.
