Exhibit No. 10.4
[RAC Letterhead]
January 7, 2003
VIA FACSIMILE (000) 000-0000
Rent-Way, Inc.
Rent-Way of Michigan, Inc.
Rent-Way of TTIG, L.P.
Attn: Chief Executive Officer
Xxx Xxxx Xxx Xxxxx
Xxxx, Xxxxxxxxxxxx 00000
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]
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RENT-A-CENTER EAST, INC.,
formerly known as Rent-A-Center, Inc.
By:
--------------------------------
Name:
--------------------------
Title:
-------------------------
AGREED AND ACCEPTED:
RENT-WAY, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
---------------------------------
Title: Vice President and CFO
---------------------------------
RENT-WAY OF MICHIGAN, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
---------------------------------
Title: Vice President and CFO
---------------------------------
RENT-WAY OF TTIG, L.P.
By: Rent-Way Development, Inc.,
its general partner
By: /s/ XXXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
---------------------------------
Title: Vice President and CFO
---------------------------------
cc: Xxxxxxx Xxxx, LLP
Xxx X&X Xxxxx, Xxxxx 0000
Xxxxxxx, Xxx Xxxx 00000-2391
Attention: Xxxx X. Xxx, Esq.
Telecopy: 000-000-0000
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