Exhibit 10.1
RENT-WAY, INC.
$205,000,000
11 7/8% SENIOR SECURED NOTES DUE 2010
REGISTRATION RIGHTS AGREEMENT
RENT-WAY, INC.
$205,000,000
11 7/8% SENIOR SECURED NOTES DUE 2010
REGISTRATION RIGHTS AGREEMENT
New York, New York
May 23, 2003
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Rent-Way, Inc., a corporation organized under the laws of the State of
Pennsylvania (the "COMPANY"), proposes to issue and sell its 11 7/8% Senior
Secured Notes due 2010 (the "NOTES") to Citigroup Global Markets Inc. (the
"INITIAL PURCHASER"), upon the terms set forth in a purchase agreement of even
date herewith among the Company, the subsidiary guarantors signatory thereto
(the "SUBSIDIARY GUARANTORS") and the Initial Purchaser (the "PURCHASE
AGREEMENT") relating to the initial placement of the Notes (the "INITIAL
PLACEMENT"). The Notes will be guaranteed (the "GUARANTEES" and, together with
the Notes, the "SECURITIES") on an unsecured senior basis by the Subsidiary
Guarantors. To induce the Initial Purchaser to enter into the Purchase Agreement
and to satisfy a condition of your obligations thereunder, the Company and the
Subsidiary Guarantors agree with you for your benefit and the benefit of the
holders from time to time of the Securities or New Securities, as the case may
be (including the Initial Purchaser) (each a "HOLDER" and, together, the
"HOLDERS"), as follows:
1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:
"ACT" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.
"AFFILIATE" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.
"BROKER-DEALER" shall mean any broker or dealer registered as such
under the Exchange Act.
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in the city of New York.
"COMMISSION" shall mean the Securities and Exchange Commission.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
"EXCHANGE OFFER REGISTRATION PERIOD" shall mean the one year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.
"EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a registration
statement of the Company and the Subsidiary Guarantors on an appropriate form
under the Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.
"EXCHANGING DEALER" shall mean any Holder (which may include the
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.
"FINAL MEMORANDUM" shall have the meaning set forth in the Purchase
Agreement.
"HOLDER" shall have the meaning set forth in the preamble hereto.
"INDENTURE" shall mean the Indenture relating to the Securities, dated
as of June 2, 2003, among the Company, the Subsidiary Guarantors and
Manufacturers and Traders Trust Company, as trustee, as the same may be amended
from time to time in accordance with the terms thereof.
"INITIAL PLACEMENT" shall have the meaning set forth in the preamble
hereto.
"INITIAL PURCHASER" shall have the meaning set forth in the preamble
hereto.
"LOSSES" shall have the meaning set forth in Section 6(d) hereof.
"MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of Securities or New Securities, as the case may be,
registered under a Registration Statement.
"MANAGING UNDERWRITERS" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.
"NEW SECURITIES" shall mean debt securities of the Company and the
guarantees thereof by the Subsidiary Guarantors identical in all material
respects to the Securities (except that the
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cash interest and interest rate step-up provisions and the transfer restrictions
shall be modified or eliminated, as appropriate) and to be issued under the
Indenture or the New Securities Indenture.
"NEW SECURITIES INDENTURE" shall mean an indenture among the Company,
the Subsidiary Guarantors and the New Securities Trustee, identical in all
material respects to the Indenture (except that the cash interest and interest
rate step-up provisions will be modified or eliminated, as appropriate).
"NEW SECURITIES TRUSTEE" shall mean a bank or trust company reasonably
satisfactory to the Initial Purchaser, as trustee with respect to the New
Securities under the New Securities Indenture.
"PERSON" shall mean any individual, corporation, company (including any
limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.
"PROSPECTUS" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.
"PURCHASE AGREEMENT" shall have the meaning set forth in the preamble
hereto.
"REGISTERED EXCHANGE OFFER" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.
"REGISTRATION STATEMENT" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration statement, including post-effective
amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.
"SECURITIES" shall have the meaning set forth in the preamble hereto.
"SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 3 hereof.
"SHELF REGISTRATION PERIOD" has the meaning set forth in Section 3(b)
hereof.
"SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company and the Subsidiary Guarantors pursuant to the
provisions of Section 3 hereof which covers some or all of the Securities or New
Securities, as applicable, on an appropriate form under Rule 415 under the Act,
or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective
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amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.
"TRUSTEE" shall mean the trustee with respect to the Securities under
the Indenture.
"UNDERWRITER" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.
2. Registered Exchange Offer. (a) The Company and the Subsidiary
Guarantors shall prepare and, not later than 180 days following the date of the
original issuance of the Securities (or if such 180th day is not a Business Day,
the next succeeding Business Day), shall file with the Commission the Exchange
Offer Registration Statement with respect to the Registered Exchange Offer. The
Company and the Subsidiary Guarantors shall use their respective best efforts to
cause the Exchange Offer Registration Statement to become effective under the
Act within 240 days of the date of the original issuance of the Securities (or
if such 240th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer
Registration Statement, the Company and the Subsidiary Guarantors shall promptly
commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder electing to exchange Securities
for New Securities (assuming that such Holder is not an Affiliate of the
Company, acquires the New Securities in the ordinary course of such Holder's
business, has no arrangements with any Person to participate in the distribution
of the New Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such
New Securities from and after their receipt without any limitations or
restrictions under the Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.
(c) In connection with the Registered Exchange Offer, the
Company and the Subsidiary Guarantors shall:
(i) mail to each Holder a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for
not less than 20 Business Days and not more than 30 Business Days after
the date notice thereof is mailed to the Holders (or, in each case,
longer if required by applicable law);
(iii) use their respective best efforts to keep
the Exchange Offer Registration Statement continuously effective under
the Act, supplemented and amended as required, under the Act, to ensure
that it is available for sales of New Securities by Exchanging Dealers
during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the
Registered Exchange Offer with an address in the Borough of Manhattan
in New York City, which may be the Trustee, the New Securities Trustee
or an Affiliate of either of them;
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(v) permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time,
on the last Business Day on which the Registered Exchange Offer is
open;
(vi) prior to effectiveness of the Exchange Offer
Registration Statement, provide a supplemental letter to the Commission
(A) stating that the Company and the Subsidiary Guarantors are
conducting the Registered Exchange Offer in reliance on the position of
the Commission in Exxon Capital Holdings Corporation (pub. avail. May
13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991);
and (B) including a representation that the Company and the Subsidiary
Guarantors have not entered into any arrangement or understanding with
any Person to distribute the New Securities to be received in the
Registered Exchange Offer and that, to the best of the Company and the
Subsidiary Guarantors' information and belief, each Holder
participating in the Registered Exchange Offer is acquiring the New
Securities in the ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the
New Securities; and
(vii) comply in all respects with all applicable
laws.
(d) As soon as practicable after the close of the
Registered Exchange Offer, the Company and the Subsidiary Guarantors shall:
(i) accept for exchange all Securities tendered
and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in
accordance with Section 4(s) all Securities so accepted for exchange;
and
(iii) cause the New Securities Trustee promptly to
authenticate and deliver to each Holder of Securities a principal
amount of New Securities equal to the principal amount of the
Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (i) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Xxxxxxxx & Sterling dated July 2, 1993
and similar no-action letters; and (ii) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction and the New Securities must be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K under the Act if
the resales are of New Securities obtained by such Holder in exchange for
Securities acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, each Holder participating in the Registered Exchange
Offer shall be required to represent to the Company and the Subsidiary
Guarantors that, at the time of the consummation of the Registered Exchange
Offer:
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(i) any New Securities received by such Holder
will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the
Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the
Company or any of the Subsidiary Guarantors.
(f) If the Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of the Initial Purchaser, the Company and the Subsidiary Guarantors
shall issue and deliver to the Initial Purchaser or the Person purchasing New
Securities registered under a Shelf Registration Statement as contemplated by
Section 3 hereof from the Initial Purchaser, in exchange for such Securities, a
like principal amount of New Securities. The Company and the Subsidiary
Guarantors shall use their respective best efforts to cause the CUSIP Service
Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.
3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason the Exchange Offer Registration Statement is not declared effective
within 240 days after the date of the original issuance of the Securities or the
Registered Exchange Offer is not consummated within 30 Business Days after the
date the Exchange Offer Registration Statement is declared effective; (iii) the
Initial Purchaser so requests with respect to Securities that are not eligible
to be exchanged for New Securities in the Registered Exchange Offer and that are
held by it following consummation of the Registered Exchange Offer; (iv) any
Holder (other than the Initial Purchaser) is not eligible to participate in the
Registered Exchange Offer or does not receive freely tradeable New Securities in
the Registered Exchange Offer other than by reason of such Holder being an
Affiliate of the Company (it being understood that the requirement that a
participating Broker-Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
shall not result in such New Securities being not "freely tradeable"); or (v)
the Initial Purchaser participates in the Registered Exchange Offer or acquires
New Securities pursuant to Section 2(f) hereof, and the Initial Purchaser does
not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x)
the requirement that the Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradeable"; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other trading
activities shall not result in such New Securities being not "freely
tradeable"), then the Company and the Subsidiary Guarantors shall effect a Shelf
Registration Statement in accordance with subsection (b) below.
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(b) (i) The Company and the Subsidiary Guarantors
shall as promptly as practicable (but in any event on or before the
date that is the later of (A) 30 days after so required or requested
pursuant to this Section 3 and (B) 180 days following the date of the
original issuance of the Securities), file with the Commission and
thereafter shall use their respective best efforts to cause to be
declared effective under the Act a Shelf Registration Statement
relating to the offer and sale of the Securities or the New Securities,
as applicable, by the Holders thereof from time to time in accordance
with the methods of distribution elected by such Holders and set forth
in such Shelf Registration Statement; provided, however, that no Holder
(other than the Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement
unless such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder; and provided
further, that with respect to New Securities received by the Initial
Purchaser in exchange for Securities constituting any portion of an
unsold allotment, the Company and the Subsidiary Guarantors may, if
permitted by current interpretations by the Commission's staff, file a
post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation
S-K, as applicable, in satisfaction of their obligations under this
subsection with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as,
and governed by the provisions herein applicable to, a Shelf
Registration Statement.
(ii) The Company and the Subsidiary Guarantors
shall use their respective best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required
by the Act, in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of two years from the date the Shelf
Registration Statement is declared effective by the Commission or such
shorter period that will terminate when all the Securities or New
Securities, as applicable, covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement (in any
such case, such period being called the "SHELF REGISTRATION PERIOD").
The Company and the Subsidiary Guarantors shall be deemed not to have
used their respective best efforts to keep the Shelf Registration
Statement effective during the requisite period if they voluntarily
take any action that would result in Holders of Securities covered
thereby not being able to offer and sell such Securities during that
period, unless (A) such action is required by applicable law; or (B)
such action is taken by the Company and the Subsidiary Guarantors in
good faith and for valid business reasons (not including avoidance of
the Company and the Subsidiary Guarantors' obligations hereunder),
including the acquisition or divestiture of assets, so long as the
Company and the Subsidiary Guarantors promptly thereafter comply with
the requirements of Section 4(k) hereof, if applicable.
(iii) The Company and the Subsidiary Guarantors
shall cause the Shelf Registration Statement and the related Prospectus
and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement or such amendment or supplement, (A)
to comply in all material respects with the applicable requirements of
the Act and the rules and regulations of the Commission; and (B) not to
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or
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necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
4. Additional Registration Procedures. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.
(a) The Company and the Subsidiary Guarantors shall:
(i) furnish to you, not less than five Business
Days prior to the filing thereof with the Commission, a copy of any
Exchange Offer Registration Statement and any Shelf Registration
Statement, and each amendment thereof and each amendment or supplement,
if any, to the Prospectus included therein (including all documents
incorporated by reference therein after the initial filing) and shall
use their respective best efforts to reflect in each such document,
when so filed with the Commission, such comments as you reasonably
propose;
(ii) include the information set forth in Annex A
hereto on the facing page of the Exchange Offer Registration Statement,
in Annex B hereto in the forepart of the Exchange Offer Registration
Statement in a section setting forth details of the Exchange Offer, in
Annex C hereto in the underwriting or plan of distribution section of
the Prospectus contained in the Exchange Offer Registration Statement,
and in Annex D hereto in the letter of transmittal delivered pursuant
to the Registered Exchange Offer;
(iii) if requested by the Initial Purchaser,
include the information required by Item 507 or 508 of Regulation S-K,
as applicable, in the Prospectus contained in the Exchange Offer
Registration Statement; and
(iv) in the case of a Shelf Registration
Statement, include the names of the Holders that propose to sell
Securities pursuant to the Shelf Registration Statement as selling
security holders.
(b) The Company and the Subsidiary Guarantors shall
ensure that:
(i) any Registration Statement and any amendment
thereto and any Prospectus forming part thereof and any amendment or
supplement thereto complies in all material respects with the Act and
the rules and regulations thereunder; and
(ii) any Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading.
(c) The Company and the Subsidiary Guarantors shall
advise you, the Holders of Securities covered by any Shelf Registration
Statement and any Exchanging Dealer under any Exchange Offer Registration
Statement that has provided in writing to the Company a telephone or facsimile
number and address for notices, and, if requested by you or any such Holder or
Exchanging Dealer, shall confirm such advice in writing (which notice pursuant
to clauses (ii)-
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(v) hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until the Company and the Subsidiary Guarantors shall have remedied
the basis for such suspension):
(i) when a Registration Statement and any
amendment thereto has been filed with the Commission and when the
Registration Statement or any post-effective amendment thereto has
become effective;
(ii) of any request by the Commission for any
amendment or supplement to the Registration Statement or the Prospectus
or for additional information;
(iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement
or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company or any of the
Subsidiary Guarantors of any notification with respect to the
suspension of the qualification of the securities included therein for
sale in any jurisdiction or the initiation of any proceeding for such
purpose; and
(v) of the happening of any event that requires
any change in the Registration Statement or the Prospectus so that, as
of such date, the statements therein are not misleading and do not omit
to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in the
light of the circumstances under which they were made) not misleading.
(d) The Company and the Subsidiary Guarantors shall use
their respective best efforts to obtain the withdrawal of any order suspending
the effectiveness of any Registration Statement or the qualification of the
securities therein for sale in any jurisdiction at the earliest possible time.
(e) The Company and the Subsidiary Guarantors shall
furnish to each Holder of Securities covered by any Shelf Registration
Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including all material
incorporated therein by reference, and, if the Holder so requests in writing,
all exhibits thereto (including exhibits incorporated by reference therein).
(f) The Company and the Subsidiary Guarantors shall,
during the Shelf Registration Period, deliver to each Holder of Securities
covered by any Shelf Registration Statement, without charge, as many copies of
the Prospectus (including each preliminary Prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request. The Company and the Subsidiary Guarantors consent to the
use of the Prospectus or any amendment or supplement thereto by each of the
selling Holders of Securities in connection with the offering and sale of the
Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.
(g) The Company and the Subsidiary Guarantors shall
furnish to each Exchanging Dealer which so requests, without charge, at least
one copy of the Exchange Offer
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Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).
(h) The Company and the Subsidiary Guarantors shall
promptly deliver to the Initial Purchaser, each Exchanging Dealer and each other
Person required to deliver a Prospectus during the Exchange Offer Registration
Period, without charge, as many copies of the Prospectus included in such
Exchange Offer Registration Statement and any amendment or supplement thereto as
any such Person may reasonably request. The Company and the Subsidiary
Guarantors consent to the use of the Prospectus or any amendment or supplement
thereto by the Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.
(i) Prior to the Registered Exchange Offer or any other
offering of Securities or New Securities pursuant to any Registration Statement,
the Company and the Subsidiary Guarantors shall arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws of
such jurisdictions as any Holder shall reasonably request and will maintain such
qualification in effect so long as required; provided that in no event shall the
Company or the Subsidiary Guarantors be obligated to qualify to do business in
any jurisdiction where they are not then so qualified or to take any action that
would subject them to service of process in suits, other than those arising out
of the Initial Placement, the Registered Exchange Offer or any offering pursuant
to a Shelf Registration Statement, in any such jurisdiction where they are not
then so subject.
(j) The Company and the Subsidiary Guarantors shall
cooperate with the Holders of Securities to facilitate the timely preparation
and delivery of certificates representing New Securities or Securities to be
issued or sold pursuant to any Registration Statement free of any restrictive
legends and in such denominations and registered in such names as Holders may
request.
(k) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company and the Subsidiary Guarantors
shall promptly prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus or file any
other required document so that, as thereafter delivered to initial purchasers
of the securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. In such circumstances, the period of effectiveness of
the Exchange Offer Registration Statement provided for in Section 2 and the
Shelf Registration Statement provided for in Section 3(b) shall each be extended
by the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the Initial
Purchaser, the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section.
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(l) Not later than the effective date of any Registration
Statement, the Company and the Subsidiary Guarantors shall provide a CUSIP
number for the Securities or the New Securities, as the case may be, registered
under such Registration Statement and provide the Trustee with printed
certificates for such Securities or New Securities, in a form eligible for
deposit with The Depository Trust Company.
(m) The Company and the Subsidiary Guarantors shall
comply with all applicable rules and regulations of the Commission and shall
make generally available to their security holders as soon as practicable after
the effective date of the applicable Registration Statement an earnings
statement satisfying the provisions of Section 11(a) of the Act.
(n) The Company and the Subsidiary Guarantors shall cause
the Indenture or the New Securities Indenture, as the case may be, to be
qualified under the Trust Indenture Act in a timely manner.
(o) The Company and the Subsidiary Guarantors may require
each Holder of Securities or New Securities to be sold pursuant to any Shelf
Registration Statement to furnish to the Company and the Subsidiary Guarantors
such information regarding the Holder and the distribution of such Securities or
New Securities as the Company and the Subsidiary Guarantors may from time to
time reasonably require for inclusion in such Registration Statement. The
Company and the Subsidiary Guarantors may exclude from such Shelf Registration
Statement the Securities or New Securities of any Holder that unreasonably fails
to furnish such information within a reasonable time after receiving such
request.
(p) In the case of any Shelf Registration Statement, the
Company and the Subsidiary Guarantors shall enter into such agreements and take
all other appropriate actions (including if requested an underwriting agreement
in customary form) in order to expedite or facilitate the registration or the
disposition of the Securities or New Securities, and in connection therewith, if
an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set forth
in Section 6 (or such other provisions and procedures acceptable to the Majority
Holders and the Managing Underwriters, if any, with respect to all parties to be
indemnified pursuant to Section 6).
(q) In the case of any Shelf Registration Statement, the
Company and the Subsidiary Guarantors shall:
(i) make reasonably available for inspection by
the Holders of Securities or New Securities to be registered
thereunder, any underwriter participating in any disposition pursuant
to such Registration Statement, and any attorney, accountant or other
agent retained by the Holders or any such underwriter all relevant
financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries;
(ii) cause the Company's officers, directors and
employees to supply all relevant information reasonably requested by
the Holders or any such underwriter, attorney, accountant or agent in
connection with any such Registration Statement as is customary for
similar due diligence examinations; provided, however, that any
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information that is designated in writing by the Company, in good
faith, as confidential at the time of delivery of such information
shall be kept confidential by the Holders or any such underwriter,
attorney, accountant or agent, unless such disclosure is made in
connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a
third party without an accompanying obligation of confidentiality;
(iii) make such representations and warranties to
the Holders of Securities or New Securities registered thereunder and
the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten
offerings and covering matters including, but not limited to, those set
forth in the Purchase Agreement;
(iv) obtain opinions of counsel to the Company
and the Subsidiary Guarantors and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably
satisfactory to the Managing Underwriters, if any) addressed to each
selling Holder and the underwriters, if any, covering such matters as
are customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by such Holders
and underwriters;
(v) obtain "cold comfort" letters and updates
thereof from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration
Statement), addressed to each selling Holder of Securities or New
Securities registered thereunder and the underwriters, if any, in
customary form and covering matters of the type customarily covered in
"cold comfort" letters in connection with primary underwritten
offerings; and
(vi) deliver such documents and certificates as
may be reasonably requested by the Majority Holders and the Managing
Underwriters, if any, including those to evidence compliance with
Section 4(k) and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company
and the Subsidiary Guarantors.
The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.
(r) In the case of any Exchange Offer Registration
Statement, the Company and the Subsidiary Guarantors shall:
(i) make reasonably available for inspection by
such Initial Purchaser, and any attorney, accountant or other agent
retained by the Initial Purchaser, all relevant financial and other
records, pertinent corporate documents and properties of the Company
and its subsidiaries;
12
(ii) cause the Company's officers, directors and
employees to supply all relevant information reasonably requested by
such Initial Purchaser or any such attorney, accountant or agent in
connection with any such Registration Statement as is customary for
similar due diligence examinations; provided, however, that any
information that is designated in writing by the Company, in good
faith, as confidential at the time of delivery of such information
shall be kept confidential by such Initial Purchaser or any such
attorney, accountant or agent, unless such disclosure is made in
connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a
third party without an accompanying obligation of confidentiality;
(iii) make such representations and warranties to
such Initial Purchaser, in form, substance and scope as are customarily
made by issuers to underwriters in primary underwritten offerings and
covering matters including, but not limited to, those set forth in the
Purchase Agreement;
(iv) obtain opinions of counsel to the Company
and the Subsidiary Guarantors and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably
satisfactory to such Initial Purchaser and its counsel), addressed to
such Initial Purchaser, covering such matters as are customarily
covered in opinions requested in underwritten offerings and such other
matters as may be reasonably requested by such Initial Purchaser or its
counsel;
(v) obtain "cold comfort" letters and updates
thereof from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration
Statement), addressed to such Initial Purchaser, in customary form and
covering matters of the type customarily covered in "cold comfort"
letters in connection with primary underwritten offerings, or if
requested by such Initial Purchaser or its counsel in lieu of a "cold
comfort" letter, an agreed-upon procedures letter under Statement on
Auditing Standards No. 35, covering matters requested by such Initial
Purchaser or its counsel; and
(vi) deliver such documents and certificates as
may be reasonably requested by such Initial Purchaser or its counsel,
including those to evidence compliance with Section 4(k) and with
conditions customarily contained in underwriting agreements.
The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.
(s) If a Registered Exchange Offer is to be consummated,
upon delivery of the Securities by Holders to the Company (or to such other
Person as directed by the Company) in exchange for the New Securities, the
Company shall mark, or caused to be marked, on the Securities so exchanged that
such Securities are being canceled in exchange for the New Securities. In no
event shall the Securities be marked as paid or otherwise satisfied.
13
(t) The Company and the Subsidiary Guarantors will use
their respective best efforts (i) if the Securities have been rated prior to the
initial sale of such Securities, to confirm such ratings will apply to the
Securities or the New Securities, as the case may be, covered by a Registration
Statement; or (ii) if the Securities were not previously rated, to cause the
Securities covered by a Registration Statement to be rated with at least one
nationally recognized statistical rating agency, if so requested by Majority
Holders with respect to the related Registration Statement or by any Managing
Underwriters.
(u) In the event that any Broker-Dealer shall underwrite
any Securities or participate as a member of an underwriting syndicate or
selling group or "assist in the distribution" (within the meaning of the Rules
of Fair Practice and the By-Laws of the National Association of Securities
Dealers, Inc.) thereof, whether as a Holder of such Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company and the Subsidiary Guarantors shall assist
such Broker-Dealer in complying with the requirements of such Rules and By-Laws,
including, without limitation, by:
(i) if such Rules or By-Laws shall so require,
engaging a "qualified independent underwriter" (as defined in such
Rules) to participate in the preparation of the Registration Statement,
to exercise usual standards of due diligence with respect thereto and,
if any portion of the offering contemplated by such Registration
Statement is an underwritten offering or is made through a placement or
sales agent, to recommend the yield of such Securities;
(ii) indemnifying any such qualified independent
underwriter to the extent of the indemnification of underwriters
provided in Section 6 hereof; and
(iii) providing such information to such
Broker-Dealer as may be required in order for such Broker-Dealer to
comply with the requirements of such Rules.
(v) The Company and the Subsidiary Guarantors shall use
their respective best efforts to take all other steps necessary to effect the
registration of the Securities or the New Securities, as the case may be,
covered by a Registration Statement.
5. Registration Expenses. The Company and the Subsidiary
Guarantors, jointly and severally, shall bear all expenses incurred in
connection with the performance of their obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, will reimburse the
Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchaser for the reasonable fees and
disbursements of counsel acting in connection therewith.
6. Indemnification and Contribution. (a) The Company and the
Subsidiary Guarantors, jointly and severally, agree to indemnify and hold
harmless each Holder of Securities or New Securities, as the case may be,
covered by any Registration Statement (including the Initial Purchaser and, with
respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each such
Holder and each Person who controls any such Holder within the meaning of either
the
14
Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agree to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company and the Subsidiary Guarantors will not be liable in any case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company and the Subsidiary Guarantors by or on
behalf of any such Holder specifically for inclusion therein. With respect to
any untrue statement in or omission from the Registration Statement the
preliminary Prospectus or the Prospectus, the indemnity agreement contained in
this Section 6(a) shall not inure to the benefit of any such indemnified party
to the extent that the sale to the person asserting any and all losses, claims,
damages, or liabilities was an initial resale by the Initial Purchaser and any
such losses, claims, damages, or liabilities of or with respect to the Initial
Purchaser results from the fact that both (i) to the extent required by
applicable law, a copy of the Prospectus was not sent or given to such
indemnified party at or prior to the written confirmation of the sale of such
New Securities to such person and (ii) the untrue statement in or omission from
the Registration Statement or the preliminary Prospectus was corrected in the
Prospectus unless such failure to deliver the Prospectus was a result of
non-compliance by the Company with Sections 2(c)(i) and 4(h). This indemnity
agreement will be in addition to any liability which the Company and the
Subsidiary Guarantors may otherwise have.
The Company and the Subsidiary Guarantors also, jointly and severally,
agree to indemnify or contribute as provided in Section 6(d) to Losses of any
underwriter of Securities or New Securities, as the case may be, registered
under a Shelf Registration Statement, their directors, officers, employees or
agents and each Person who controls such underwriter on substantially the same
basis as that of the indemnification of the Initial Purchaser and the selling
Holders provided in this Section 6(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 4(p) hereof.
(b) Each Holder of securities covered by a Registration
Statement (including the Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
severally agrees to indemnify and hold harmless the Company and the Subsidiary
Guarantors, each of their directors or officers who sign such Registration
Statement and each Person who controls the Company or any of the Subsidiary
Guarantors within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company and the Subsidiary Guarantors
to each such Holder, but only with reference to written information relating to
such Holder furnished to the Company or the Subsidiary Guarantors by or on
behalf of such Holder specifically for inclusion in the documents
15
referred to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability which any such Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under
this Section 6 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"LOSSES") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall the Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the
16
case of a New Security, applicable to the Security that was exchangeable into
such New Security, as set forth on the cover page of the Final Memorandum, nor
shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the
Subsidiary Guarantors shall be deemed to be equal to the sum of (x) the total
net proceeds from the Initial Placement (before deducting expenses) as set forth
on the cover page of the Final Memorandum and (y) the total amount of additional
interest which the Company was not required to pay as a result of registering
the securities covered by the Registration Statement which resulted in such
Losses. Benefits received by the Initial Purchaser shall be deemed to be equal
to the total purchase discounts and commissions as set forth on the cover page
of the Final Memorandum, and benefits received by any other Holders shall be
deemed to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Act. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
Person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder shall
have the same rights to contribution as such Holder, and each Person who
controls the Company or any of the Subsidiary Guarantors within the meaning of
either the Act or the Exchange Act, each officer of the Company or any of the
Subsidiary Guarantors who shall have signed the Registration Statement and each
director of the Company or any of the Subsidiary Guarantors shall have the same
rights to contribution as the Company and the Subsidiary Guarantors, subject in
each case to the applicable terms and conditions of this paragraph (d).
(e) The provisions of this Section will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Company and the Subsidiary Guarantors or any of the officers,
directors or controlling Persons referred to in this Section hereof, and will
survive the sale by a Holder of securities covered by a Registration Statement.
17
7. Underwritten Registrations. (a) If any of the Securities or
New Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.
(b) No Person may participate in any underwritten
offering pursuant to any Shelf Registration Statement, unless such Person (i)
agrees to sell such Person's Securities or New Securities, as the case may be,
on the basis reasonably provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements; and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.
8. No Inconsistent Agreements. The Company and the Subsidiary
Guarantors have not, as of the date hereof, entered into, nor shall they, on or
after the date hereof, enter into, any agreement with respect to their
securities that is inconsistent with the rights granted to the Holders herein or
otherwise conflicts with the provisions hereof.
9. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company and the Subsidiary
Guarantors have obtained the written consent of the Majority Holders (or, after
the consummation of any Registered Exchange Offer in accordance with Section 2
hereof, the Majority Holders of the New Securities); provided that, with respect
to any matter that directly or indirectly affects the rights of the Initial
Purchaser hereunder, the Company and the Subsidiary Guarantors shall obtain the
written consent of the Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective. Notwithstanding
the foregoing (except the foregoing proviso), a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities or New Securities, as the case may be,
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.
10. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:
(a) if to a Holder, at the most current address given by
such Holder to the Company in accordance with the provisions of this Section,
which address initially is, with respect to each Holder, the address of such
Holder maintained by the Registrar under the Indenture, with a copy in like
manner to Citigroup Global Markets Inc.;
(b) if to you, initially at the respective addresses set
forth in the Purchase Agreement; and
(c) if to the Company or the Subsidiary Guarantors,
initially at its or their address set forth in the Purchase Agreement.
18
All such notices and communications shall be deemed to have been duly
given when received.
The Initial Purchaser, the Company or the Subsidiary Guarantors by
notice to the other parties may designate additional or different addresses for
subsequent notices or communications.
11. Successors. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.
12. Counterparts. This Agreement may be in signed counterparts,
each of which shall an original and all of which together shall constitute one
and the same agreement.
13. Headings. The headings used herein are for convenience only
and shall not affect the construction hereof.
14. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.
15. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.
16. Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates (other than subsequent Holders
of Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.
19
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Subsidiary Guarantors and the Initial Purchaser.
Very truly yours,
RENT-WAY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
________________________________________
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
RENT-WAY OF TOMORROW, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
________________________________________
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
RENT-WAY OF MICHIGAN, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
________________________________________
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
ACTION RENT-TO-OWN HOLDINGS OF
SOUTH CAROLINA, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
________________________________________
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
RENT-WAY DEVELOPMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
________________________________________
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
S-1
RENT-WAY OF TTIG, L.P.
By: RENT-WAY DEVELOPMENTS, INC.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
___________________________________
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Chief Executive Officer
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxx Xxxxxxxx
________________________________
Name: Xxxx Xxxxxxxx
Title: Director
S-2
ANNEX A
Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business one
year after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "PLAN OF
DISTRIBUTION".
ANNEX B
Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "PLAN OF DISTRIBUTION."
ANNEX C
PLAN OF DISTRIBUTION
Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company and the
Subsidiary Guarantors have agreed that, starting on the Expiration Date and
ending on the close of business one year after the Expiration Date, they will
make this Prospectus, as amended or supplemented, available to any Broker-Dealer
for use in connection with any such resale.
The Company will not receive any proceeds from any sale of New
Securities by broker-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
For a period of one year after the Expiration Date, the Company and the
Subsidiary Guarantors will promptly send additional copies of this Prospectus
and any amendment or supplement to this Prospectus to any Broker-Dealer that
requests such documents in the Letter of Transmittal. The Company has agreed to
pay all expenses incident to the Exchange Offer (including the expenses of one
counsel for the holder of the Securities) other than commissions or concessions
of any brokers or dealers and will indemnify the holders of the Securities
(including any Broker-Dealers) against certain liabilities, including
liabilities under the Securities Act.
ANNEX D
Rider A
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: __________________________________________
Address: __________________________________________
__________________________________________
Rider B
If the undersigned is not a Broker-Dealer, the undersigned represents
that it acquired the New Securities in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of New
Securities and it has no arrangements or understandings with any Person to
participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange
for Securities, it represents that the Securities to be exchanged for New
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
