January 7, 1998
South Carolina Rentals, Inc.
Paradise Valley Holdings, Inc.
L & B Rents, Inc.
and Xxxxx X. Xxxxxx
0000 X. Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Gentlemen:
Re: Closing Letter Agreement
Reference is made to a certain Asset Purchase Agreement among each of
you and Rent-Way, Inc., dated November 21, 1997 (the "Purchase Agreement"). This
letter is intended to set forth certain agreements and understandings with
respect to the Closing of the transactions provided for in, and certain
amendments of, the Purchase Agreement as follows:
11.Each specially capitalized term not otherwise defined in this letter
agreement shall have the meaning set forth in the Purchase Agreement. All
references to L & B, Rents, Inc., a Georgia corporation in the Purchase
Agreement shall refer to and mean L & B Rents, Inc., a California corporation.
12.Attached to this letter agreement is the final Closing Statement
listing all Purchase Price payments made at Closing.
13.Attached to this letter agreement is amended schedule 4.14 to the
Purchase Agreement.
14.The parties further agree as follows:
(a)Sellers and Shareholder acknowledge that they do not own a registered
trademark for the name "Ace TV Rentals" as represented to Buyer in the Purchase
Agreement. Sellers and Shareholder agree that any and all rights of any kind
that they have in and to the name "Ace TV Rentals" are being transferred to
Buyer pursuant to the Purchase Agreement. Sellers and Shareholder will execute
any documents and instruments of any kind after the Closing that may be
requested by Buyer in order to transfer ownership of the name "Ace TV Rentals"
to Buyer. Sellers and Shareholder further agree to, jointly and severally,
indemnify, save and hold Buyer harmless from any and all loss, liability,
deficiency or damage suffered or incurred by Buyer as a result of Buyer's use of
the name "Ace TV Rentals" including, without limitation, any suit or proceeding
from any Person for trademark infringement relating to Buyer's use of the name
"Ace TV Rentals".
(b)The Purchased Assets shall include the Sellers' employee receivables
which shall equal in the aggregate $10,053.00 as of the Closing Date.
(c)Sellers and Shareholder shall deliver to Buyer after the Closing Date
a letter of tax clearance from the California Board of Equalization. Sellers and
Buyer shall cooperate in the execution of all documents necessary to obtain such
tax clearance. Buyer shall withhold from the Purchase Price the estimated amount
of the final equipment and fixture tax owing to the State of California and pay
such tax at or after the Closing. Any post-Closing adjustments to this amount of
tax shall be made during Buyer's audit of Sellers' Business Records pursuant to
Section 2.3(c) of the Purchase Agreement.
(d)The parties agree that all 1998 Revenues have been deposited into the
New Bank Accounts under Buyer's name and all 1998 Expenses are being paid by
Buyer. Therefore, the Purchase Price shall only be adjusted both before and
after the Closing pursuant to Section 2.3 of the Purchase Agreement to the
extent of any 1998 Revenues that have not been deposited into the New Bank
Accounts but instead have been deposited into bank accounts for the Sellers'
account and any 1998 Expenses that have been paid by Sellers instead of Buyer.
(e)The parties agree that even though the Sellers' Future Rental Revenue
Stream is less than $20,000,000 and the conditions to Buyer's obligations to pay
the additional Purchase Price amounts set forth in Section 1.1(ai)(vi) through
Section 1.1(ai)(viii) of the Purchase Agreement have not been satisfied, Buyer
waives such conditions and shall pay Sellers such additional Purchase Price
amounts. The parties agree that the Purchase Price paid at closing shall be
reduced by $75,000 as a result of Sellers' Future Rental Revenue Stream being
less than $20,000,000. All adjustments to the Purchase Price paid at the Closing
and after the Closing pursuant to Section 2.3 of the Purchase Agreement shall be
based upon the amount that the Sellers' Future Rental Revenue Stream is less
than $19,716,155.20 and the other criteria set forth in Section 2.3 of the
Purchase Agreement.
If the foregoing correctly sets forth our agreement, please so confirm
by signing a copy of this letter below.
Very truly yours,
RENT-WAY, INC.
By__________________________
Xxxxxxx X. Xxxxxxxxxxx
President
Agreed and accepted this
__ day of January, 1998
SOUTH CAROLINA RENTALS, INC.
By____________________________
Xxxxx X. Xxxxxx, President
PARADISE VALLEY HOLDINGS, INC.
By_____________________________
Xxxxx X. Xxxxxx, President
L & B RENTS, INC.
By_____________________________
Xxxxx X. Xxxxxx
Chief Executive Officer
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Xxxxx X. Xxxxxx
CORPORATE:159678_1 (3F7I_1)
