EXHIBIT 2.4
[RAC Letterhead]
January 7, 2003
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:
Reference is made to that certain Asset Purchase Agreement, dated as of
December 17, 2002 (the "ASSET PURCHASE AGREEMENT"), by and among Rent-A-Center
East, Inc., a Delaware corporation (formerly known as Rent-A-Center, Inc.)
("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.
Effective as of December 31, 2002, Acquiror consummated an internal
reorganization of its corporate structure. By virtue of an inversion merger,
Acquiror created a holding company structure pursuant to which a Delaware
corporation became the sole stockholder of Acquiror and changed its name to
"Rent-A-Center, Inc." ("HOLDING COMPANY"). The stockholders of Acquiror prior to
the merger became stockholders of Holding Company immediately upon the merger.
Acquiror changed its name to "Rent-A-Center East, Inc." and transferred
substantially all of Acquiror's assets related to stores in Texas and its
headquarters operations to Rent-A-Center Texas, L.P., a Texas limited
partnership, the general partner of which is the Acquiror, and all of Acquiror's
assets related to stores in the western portion of the United States to
Rent-A-Center West, Inc., a Delaware corporation and wholly owned subsidiary of
Acquiror.
Acquiror has not transferred the Asset Purchase Agreement and remains
the primary obligor thereunder. This letter agreement memorializes the
understanding of the parties to the Asset Purchase Agreement regarding the
reorganization and hereby amends, modifies and supplements the Asset Purchase
Agreement as follows:
1. Acquiror Obligations. The parties acknowledge that, except as
specifically provided for herein, the term "Acquiror" as used
herein, in the Asset Purchase Agreement and in the documents
referenced therein shall mean Rent-A-Center East, Inc., formerly
known as Rent-A-Center, Inc.
2. Solvency and Reasonably Equivalent Value Opinions.
With respect to Section 4.7 and Section 5.2(l) of the
Asset Purchase Agreement related to the Solvency
Opinion and Section 4.8 and Section 5.2(k) of the
Asset Purchase Agreement related to the Reasonably
Equivalent Value Opinion, the parties hereby agree
that Holding Company may perform Acquiror's
obligations thereunder. The parties acknowledge that
in the event Holding Company obtains and delivers the
Solvency Opinion and the Reasonably Equivalent Value
Opinion, the covenants set forth in Section 4.7 and
Section 4.8 and the conditions to closing set forth
in Section 5.2(k) and Section 5.2(l) shall be deemed
to have been complied with, notwithstanding that such
covenants and conditions to closing were complied
with by Holding Company and not Acquiror.
3. Entire Agreement. Notwithstanding the provisions of
Section 9.5 of the Asset Purchase Agreement and
consistent with Section 7.4 of the Asset Purchase
Agreement, this letter agreement, together with the
Asset Purchase Agreement and all other documents and
instruments referred to therein, including, but not
limited to, the letter from Acquiror to the Company
and the Operating Subsidiaries dated December 31,
2002, relating to the extension of the Due Diligence
Period, constitutes the entire agreement and
supersedes all other prior agreements and
undertakings, both written and oral, among the
parties with respect to the transactions contemplated
by the Asset Purchase Agreement.
4. No Further Amendments. Other than as specifically
provided for herein, all other terms and conditions
of the Asset Purchase Agreement shall remain in full
force and effect in accordance with its terms.
5. Governing Law. The provisions of Section 9.9 of the
Asset Purchase Agreement shall apply to this letter
agreement.
[SIGNATURE PAGE TO FOLLOW]
RENT-A-CENTER EAST, INC.,
formerly known as Rent-A-Center, Inc.
By: /s/ Mark E. Speese
----------------------------------------
Name: Mark E. Speese
---------------------------------
Title: Chief Executive Officer
---------------------------------
AGREED AND ACCEPTED:
RENT-WAY, INC.
By: /s/ William A. McDonnell
--------------------------------------
Name: William A. McDonnell
-------------------------------
Title: Vice President
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RENT-WAY OF MICHIGAN, INC.
By: /s/ William A. McDonnell
--------------------------------------
Name: William A. McDonnell
-------------------------------
Title: Vice President
-------------------------------
RENT-WAY OF TTIG, L.P.
By: Rent-Way Development, Inc.,
its general partner
By: /s/ William A. McDonnell
----------------------------------
Name: William A. McDonnell
---------------------------
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