EXHIBIT 2.3
[RAC Letterhead]
December 31, 2002
VIA FACSIMILE (814) 461-5401
Rent-Way, Inc.
Rent-Way of Michigan, Inc.
Rent-Way of TTIG, L.P.
Attn: Chief Executive Officer
One Rent Way Place
Erie, Pennsylvania 16505
Dear Sir:
This letter is provided pursuant to Section 4.11 of that certain Asset
Purchase Agreement, dated as of December 17, 2002 (the "ASSET PURCHASE
AGREEMENT"), by and among Rent-A-Center, Inc. (the "ACQUIROR"), and Rent-Way,
Inc. (the "COMPANY"), Rent-Way of Michigan, Inc. ("RENT-WAY MICHIGAN") and
Rent-Way of TTIG, L.P. ("TTIG" and, together with Rent-Way Michigan, the
"OPERATING SUBSIDIARIES"). Capitalized terms not otherwise defined herein shall
have the meaning ascribed to such terms in the Asset Purchase Agreement.
Following an evaluation of the status of Acquiror's due diligence
investigation up to and including the date hereof, the Acquiror, the Company and
the Operating Subsidiaries hereby mutually agree, in accordance with Section
4.11 of the Asset Purchase Agreement, that the Extended Investigation Period
shall be a period of twenty (20) days as fully set forth below. The Company and
the Operating Subsidiaries hereby acknowledge that the Extended Investigation
Period is necessary for Acquiror to adequately complete its due diligence review
of the Company and the Operating Subsidiaries. Accordingly, the Extended
Investigation Period shall extend until and include January 20, 2003, provided,
however, that the Extended Investigation Period shall continue after January 20,
2003 in the event that Company or any of the Operating Subsidiaries shall not
have reasonably complied with the covenants set forth in Section 4.5(c) and (e)
of the Asset Purchase Agreement. Other than as specifically provided for herein,
all other terms and conditions of the Asset Purchase Agreement shall remain in
full force and effect.
[Signature Page to Follow]
RENT-A-CENTER, INC.
By: /s/ Mark E. Speese
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Name: Mark E. Speese
---------------------------------
Title: Chief Executive Officer
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AGREED AND ACCEPTED:
RENT-WAY, INC.
By: /s/ William A. McDonnell
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Name: William A. McDonnell
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Title: Vice President
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RENT-WAY OF MICHIGAN, INC.
By: /s/ William A. McDonnell
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Name: William A. McDonnell
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Title: Vice President
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RENT-WAY OF TTIG, L.P.
By: Rent-Way Development, Inc.,
its general partner
By: /s/ William A. McDonnell
------------------------------------
Name: William A. McDonnell
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Title: Vice President
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cc: Hodgson Russ, LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203-2391
Attention: John J. Zak, Esq.
Telecopy: 716-849-0349