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                                                                  Exhibit 10.26



                              FORBEARANCE AGREEMENT


                  This FORBEARANCE AGREEMENT (together with all agreements,
documents and instruments attached hereto or referred to herein as any or all of
the same may be amended, replaced or supplemented from time to time, the
"FORBEARANCE AGREEMENT") is dated as of the 18th day of December, 2000, by and
among the Borrowers (as defined in the Credit Agreement, as hereinafter
defined), including, without limitation, RENT-WAY, INC., a Pennsylvania
corporation (for itself and successor by merger to Rentavision, Inc.), as the
Borrower, and RENT-WAY OF TTIG, L.P., an Indiana limited partnership, as the
Co-Borrower, each of the GUARANTORS, each of the LENDERS (as defined in the
Credit Agreement defined below), NATIONAL CITY BANK OF PENNSYLVANIA in its
capacity as administrative agent for the Lenders under the Credit Agreement
(hereinafter referred to in such capacity as the "Administrative Agent"), BANK
OF AMERICA, N.A., in its capacity as documentation agent for the Lenders, and
BANK OF MONTREAL and HARRIS TRUST AND SAVINGS BANK, in their capacity as
syndication agents.

                                R E C I T A L S:

                  1. Reference is made to:

                  A. That certain Credit Agreement dated as of September 23,
1999, as amended by Amendment No. 1 thereto dated as of November 17, 1999,
Amendment No. 2 thereto dated as of December 6, 1999, Amendment No. 3 thereto
dated as of December 7, 1999, Amendment No. 4 thereto dated as of June 28, 2000,
and Amendment No. 5 thereto dated as of November 16, 2000, as also modified by a
Waiver dated as of November 16, 2000 (collectively, the "CREDIT AGREEMENT"),
pursuant to which the Lenders provided to the Borrower and the Co-Borrower a
revolving credit facility in the maximum principal amount of $114,444,444.46,
Term Loans A in the principal amount of $143,055,555.54 and Term Loans B in the
principal amount of $177,500,000.00. In accordance with the terms of the Credit
Agreement, the revolving credit loans were limited under the Waiver in an amount
not in excess of $82,124,375 during the period from December 1, 2000, through
December 31, 2000; and

                  B. That certain Guaranty and Suretyship Agreement executed by
Action Rent-to-Own Holdings of South Carolina, Rent-Way of Tomorrow, Inc.,
Rent-Way of Michigan, Inc., and Rent-Way Developments, Inc. (the "Guarantors")
dated as of September 23, 1999, in favor of the Administrative Agent and the
Lenders (the "Guaranty Agreement") pursuant to which the Guarantors guaranteed,
among other obligations, the Revolving Credit Loans, the Term Loans A and the
Term Loans B; and

                  C. Various Events of Default, as defined in the Credit
Agreement, have occurred and are continuing which, among others include, but are
not limited to, the Events of Default occurring by reason of:


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                           (a) the independent certified public accountants of
                           the Loan Parties having reported that the adjustment
                           required to be made to the unaudited consolidated
                           financial statements of the Borrower for the fiscal
                           year ended September 30, 2000, shall result in a
                           negative impact to such consolidated financial
                           statements of the Borrower in excess of $35,000,000
                           on a pre-tax basis;

                           (b) as a result of the adjustment described in item
                           (a) above, the Loan Parties have failed to comply
                           with the following provisions of the Credit Agreement
                           as measured at the end of one or more fiscal quarters
                           during the fiscal year ended September 30, 2000:
                           Section 8.2.16 [Maximum Leverage Ratio], Section
                           8.2.18 [Minimum Interest Coverage Ratio], Section
                           8.2.19 [Minimum Net Worth], Section 8.2.20 [Fixed
                           Charge Coverage Ratio] and Section 8.2.21 [Rental
                           Merchandise Usage] (with respect to both utilization
                           covenants for personal computers and other Rental
                           Merchandise);

                           (c) The existence of other Events of Default set
                           forth in Section 2 of the Waiver dated as of November
                           16, 2000, among the Loan Parties, the Administrative
                           Agent and the Lenders; and

                           (d) A default under Section 8.1.13 of the Credit
                           Agreement by reason of the failure of the Loan
                           Parties to have in place Interest Rate Protection
                           Agreements providing interest rate protection in a
                           notional principal amount of at least $200,000,000.


 (hereinafter, the foregoing identified Events of Default shall sometimes be
referred as the "EXISTING DEFAULTS").

                  D. The Borrower, the Co-Borrower and the Guarantors
acknowledge that Existing Defaults have occurred and are continuing.

                  E. The Borrower, the Co-Borrower and the Guarantors have
requested that the Administrative Agent and the Lenders enter into this
Forbearance Agreement, and the Administrative Agent and the Lenders are willing
to enter into this Forbearance Agreement, but only upon the terms and conditions
hereinafter set forth.

                  NOW THEREFORE in consideration of the above recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby mutually acknowledged and intending to be legally bound hereby, the
parties hereto agree as follows:

                  2.       Definitions. All capitalized terms used but not
                           defined in this Forbearance Agreement shall have the
                           meanings ascribed thereto in the Credit Agreement.



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                  3.       Affirmation of Recitals. The recitals set forth above
                           are true and correct and incorporated herein by
                           reference.

                  4.       Acknowledgment of Indebtedness and Default. The
                           Borrower, the Co-Borrower and the Guarantors
                           acknowledge that the Existing Defaults, which are
                           material, have occurred under the Loan Documents. The
                           Borrower, the Co-Borrower and the Guarantors
                           acknowledge that all obligations of the Borrower and
                           the Co-Borrower to the Lenders arising under the
                           Notes, the Loan Documents or under any other
                           agreement, document or instrument are presently
                           outstanding and are immediately due and payable,
                           without defense, counterclaim or set-off, and that
                           the Lenders have no obligation to continue making
                           loans or advances to the Borrowers under the Loan
                           Documents. The Obligations (the "OBLIGATIONS") of the
                           Borrower, the Co-Borrower and the Guarantors to the
                           Lenders include without limitation all obligations
                           arising hereunder, under any Loan Document or under
                           any other agreement, document or instrument or
                           otherwise relating to or arising in connection with
                           or under the transactions contemplated hereby or by
                           any of the Loan Documents and including, without
                           limitation, as of December 14, 2000, (i)
                           $63,000,000.00 in principal and $121,167.08 in
                           accrued interest on the Revolving Credit Loans, (ii)
                           $138,763,888.89 in principal and $2,904,675.11 in
                           accrued interest on the Term Loans A, and (iii)
                           $176,343,750.00 in principal and $4,123,504.68 in
                           accrued interest on the Term Loans B, together with
                           continuing interest on all such Loans, as well as
                           Reimbursement Obligations relating to Letters of
                           Credit in the principal amount of $6,124,375, and the
                           Administrative Agent's and Lenders' expenses,
                           including, without limitation in accordance with
                           Sections 10.5 and 11.3 of the Credit Agreement,
                           attorneys' fees and expenses and all other
                           obligations and liabilities arising hereafter or
                           incurred due to the Administrative Agent or Lender by
                           the Borrower, the Co-Borrower or the Guarantors
                           hereunder or under any Loan Document. The Borrower,
                           the Co-Borrower and the Guarantors acknowledge that
                           the Obligations are joint and several obligations and
                           liabilities of the Borrower, the Co-Borrower and the
                           Guarantors.

                  5.       The Agent's and Lenders' Forbearance; Revolving
                           Credit Loan Funding. Provided that no Event of
                           Termination (as defined herein) occurs under this
                           Forbearance Agreement and that no Potential Default
                           or Event of Default, as defined under any Loan
                           Document, occurs under any of the Loan Documents, the
                           Administrative Agent and the Lenders agree, subject
                           to the terms and conditions set forth in this
                           Forbearance Agreement, including without limitation,
                           the provisions of Section 9 hereof and in the Loan
                           Documents, not to exercise any of their remedies
                           under the Loan



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                           Documents, or remedies otherwise available to the
                           Administrative Agent or the Lenders to collect the
                           Obligations hereunder or under the Loan Documents or
                           applicable law for the period (the "FORBEARANCE
                           PERIOD") from the date hereof through and including
                           January 16, 2001 (the "FORBEARANCE DATE"). Provided
                           that no Event of Funding Termination (as defined
                           herein) occurs under this Forbearance Agreement, the
                           Lenders with Revolving Credit Commitments agree
                           during the Forbearance Period, subject to the terms
                           and conditions set forth in this Forbearance
                           Agreement, including without limitation, the
                           provisions of Section 9 hereof, and in the Loan
                           Documents, (a) to make advances under the Revolving
                           Credit Loans to the Borrowers as provided in the
                           Credit Agreement, provided however, that the
                           Administrative Agent and the Lenders shall not be
                           obligated to fund Revolving Credit Loans which would
                           result in the sum of the aggregate outstanding
                           Revolving Credit Loans and Letters of Credit
                           Outstanding to exceed (i) during the period from the
                           date hereof through January 1, 2001, $91,124,375, and
                           (ii) during the period from January 2, 2001 through
                           the Forbearance Date $95,666,042, and (b) to extend
                           the maturity date for existing Letters of Credit set
                           forth on Exhibit A to the Waiver which would
                           otherwise terminate during the Forbearance Period and
                           to participate in such Letters of Credit in
                           accordance with Section 2.9 of the Credit Agreement.
                           To the extent that the existence of Events of Default
                           or Potential Defaults other than an Event of Funding
                           Termination would otherwise relieve the Lenders with
                           Revolving Credit Commitment from extending credit
                           under Section 7.2 of the Credit Agreement, such
                           Section 7.2 is hereby amended consistent with this
                           Section 5 and the other terms of this Forbearance
                           Agreement. In the event that the cash flow forecasts
                           to be provided by the Loan Parties pursuant to
                           Section 9(a) below indicate that the advances of the
                           Revolving Credit Loans required by the Borrower and
                           the Co-Borrower during the Forbearance period are
                           less than the sum of $95,666,042 at any one time
                           outstanding (including Letters of Credit
                           Outstanding), then such maximum amount available
                           hereunder shall be automatically reduced in an amount
                           which is consistent with such cash flow forecast.

                  6.       Swing Loans. During the Forbearance Period, the
                           Borrower and the Co-Borrower shall not request any
                           Swing Loans, and National City Bank of Pennsylvania
                           shall not be required to make any Swing Loans.



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                  7.       Interest Rates. During the Forbearance Period, the
                           Applicable Margin shall remain at the rates
                           established under the Waiver, which are as follows:
<TABLE>
<CAPTION>
                   ----------------------------------------------------------------------------------------
                     REVOLVING CREDIT AND       REVOLVING CREDIT        TERM LOAN B        TERM LOAN B
                         TERM LOAN A             AND TERM LOAN A         EURO-RATE          BASE RATES
                     EURO-RATE SPREAD AND       BASE RATE SPREAD           SPREAD          SPREAD RATE
                     LETTER OF CREDIT FEE
                   ----------------------------------------------------------------------------------------
                   <S>                          <C>                     <C>                <C>
                            3.75%                    2.25%                 4.50%               3.00%
                   ----------------------------------------------------------------------------------------
</TABLE>

                  8.       Interest Periods. During the Forbearance Period, the
                           Borrower and the Co-Borrower shall not request any
                           new Revolving Credit Loans to bear interest at the
                           Euro-Rate Option, and the Lenders shall not be
                           required to make new Revolving Credit Loans under the
                           Euro-Rate Option. During the Forbearance Period, the
                           Borrower and the Co-Borrower shall not request any
                           Loans which currently bear interest under the
                           Euro-Rate Option to continue at the Euro-Rate Option
                           at the end of the existing Interest Period relating
                           thereto, and the Lenders shall not be required to
                           continue to offer the Euro-Rate Option with respect
                           to such Loans at the end of the existing Interest
                           Period relating thereto.

                  9.       The Borrower's, the Co-Borrower's and the Guarantors'
                           Agreements and Obligations.

                           (a) In addition to the financial and other reporting
                           requirements provided for under Section 8.3 of the
                           Credit Agreement, during the Forbearance Period the
                           Loan Parties shall on the first Business Day of each
                           week continue to provide to the Lenders a forecast
                           which details the Loan Parties' anticipated cash
                           flows, including without limitation, anticipated
                           receipts, expenditures and borrowings of Revolving
                           Credit Loans. Each such forecast shall be accompanied
                           by a summary report of the Loan Parties of the actual
                           receipts, expenditures and borrowings of Revolving
                           Credit Loans for the previous week and a comparison
                           of such results to the forecast previously delivered
                           for such week. Each cash flow forecast shall provide
                           a forecast for the next succeeding four weeks.

                           (b) The Borrower, the Co-Borrower and the Guarantors
                           shall fully cooperate with the professionals engaged
                           by Administrative Agent, counsel for the
                           Administrative Agent and the Lenders in connection
                           with the review by such professionals of the
                           financial statements and operations of the Loan
                           Parties. Such cooperation shall extend to, without
                           limitation,



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                           Newmarket Partners, LLC and Ernst & Young LLP. The
                           Borrower and the Co-Borrower, jointly and severally,
                           unconditionally agree to pay or reimburse and hold
                           the Administrative Agent harmless against claims of
                           Newmarket Partners, LLC and Ernst & Young, LLP for
                           payment of fees and expenses of such professional
                           advisors, which fees and expenses shall be
                           reimbursable expenses in accordance with Section 10.5
                           of the Credit Agreement.

                           (c) The Administrative Agent shall have dominion over
                           the cash collateral of the Loan Parties to the extent
                           required by the Administrative Agent. The dominion to
                           be established shall include, without limitation, the
                           deposit of cash and cash equivalents in a deposit
                           account or deposit accounts under the sole control of
                           the Administrative Agent and the application of such
                           funds each Business Day to the outstanding balance of
                           the Revolving Credit Loans. The Borrower, the
                           Co-Borrower and the Guarantors shall fully cooperate
                           with the Administrative Agent in connection with the
                           establishment of dominion over cash collateral by the
                           Administrative Agent for the benefit of the Lenders.
                           The implementation of such dominion over cash
                           collateral by the Administrative Agent shall be in
                           addition to and not in lieu of any other rights and
                           remedies provided to the Administrative Agent and the
                           Lenders with respect to the Collateral under the Loan
                           Documents.

                           (d) During the Forbearance Period and as soon as is
                           reasonably practicable, the Borrower and the
                           Co-Borrower shall commence a search for a
                           professional or professionals to be retained by the
                           Borrower and acceptable to the Administrative Agent.
                           Such professional(s) shall serve as a interim
                           operating manager to address the financial
                           performance and operations of the Loan Parties in
                           light of the adjustments which the independent
                           certified public accounts of the Borrower have
                           indicated need to be made to the consolidated
                           financial statements of the Borrower for the fiscal
                           year ended September 30, 2000.

                           (e) In the event that during the Forbearance Period,
                           the Loan Parties make any disposition or dispositions
                           of assets which individually or in the aggregate have
                           a market value in an amount greater than $250,000,
                           then in such event the Loan Parties shall make a
                           mandatory prepayment to the Administrative Agent in
                           an amount equal to the net proceeds of all such
                           dispositions in excess of $250,000, which mandatory
                           prepayment shall be applied to the Term Loans A and
                           the Term Loans B in accordance with the provisions of
                           Section 5.5.1 of the Credit Agreement.

                           (f) The Borrowers, the Co-Borrower and the Guarantors
                           acknowledge and agree that this Forbearance Agreement
                           is a Loan Document.


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                  10.      Events of Termination. An Event of Termination shall
                           mean the occurrence of any one or more of the
                           following (each an "EVENT OF TERMINATION"):

                           (a) any Potential Default or Event of Default, as
                           defined in any Loan Document, occurs under any of the
                           Loan Documents other than the Existing Defaults;

                           (b) the failure of the Borrower, the Co-Borrower or
                           the Guarantors to make any payment to the
                           Administrative Agent or any Lender when and as
                           required by the Credit Agreement, the Notes, this
                           Forbearance Agreement or any other Loan Document;

                           (c) the untruth of any representation or warranty
                           contained in this Forbearance Agreement, or the
                           existence of a misrepresentation of fact or fraud
                           contained in any certificate, document or information
                           heretofore or hereafter submitted or communicated
                           (with the exception of the Existing Defaults and
                           other Events of Default or Potential Defaults
                           previously disclosed by the Loan Parties to the
                           Lenders) to the Administrative Agent or the Lenders
                           pursuant to or in support of this Forbearance
                           Agreement;

                           (d) breach or violation of any term, covenant,
                           agreement, obligation or condition contained in this
                           Forbearance Agreement;

                           (e) the independent certified public accountants of
                           the Loan Parties, or either of the professionals
                           engaged or co-engaged by counsel to the
                           Administrative Agent, report either orally or in
                           writing, or otherwise determine that either (i) the
                           adjustment required to be made to the unaudited
                           consolidated financial statements of the Borrower for
                           the fiscal year ended September 30, 2000, results in
                           a negative impact to such consolidated financial
                           statements of the Borrower in excess of $75,000,000
                           on a pre-tax basis, or (ii) any material adjustment
                           is required to be made in any audited consolidated
                           financial statements of the Borrower for the fiscal
                           year ended September 30, 1999, or any fiscal year
                           prior thereto (the occurrence of an event described
                           in this item (e) or the occurrence of an event
                           described in any of items (b), (c) or (d) above shall
                           constitute an "EVENT OF FUNDING TERMINATION" for
                           purposes of Section 5 of this Forbearance Agreement);

                           (f) the Borrower, the Co-Borrower or any Guarantor
                           shall agree to a negative pledge, i.e. any agreement
                           not to grant or consent to the entry of any security
                           interest or other Lien; and

                           (g) any other creditor or holder of any Indebtedness
                           of the Borrower, the Co-Borrower or any Guarantor
                           confesses judgment or institutes or commences any
                           action against it to collect any Indebtedness or
                           obligation


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                           or takes any action to realize upon any collateral
                           securing such Indebtedness or obligation.

                  11.      Release; No Discharge. As additional consideration
                           for the Administrative Agent's and the Lenders'
                           entering into this Forbearance Agreement, the
                           Borrower, the Co-Borrower and the Guarantors each
                           hereby fully and unconditionally release and forever
                           discharge the Administrative Agent and the Lenders,
                           their agents, employers, directors, officers,
                           attorneys, branches, affiliates, subsidiaries,
                           successors and assigns and all persons, firms,
                           corporations and organizations acting on any of their
                           behalves (the "RELEASED PARTIES") of and from any and
                           all claims, liabilities, demands, obligations,
                           damages, losses, actions and causes of action
                           whatsoever which the Borrower, the Co-Borrower or any
                           of the Guarantors may now have or claim to have
                           against the Administrative Agent or any Lender or any
                           other Released Parties as of the date hereof, whether
                           presently known or unknown and of any nature and
                           extent whatsoever, including, without limitation, on
                           account of or in any way affecting, concerning or
                           arising out of or founded upon this Forbearance
                           Agreement or the Loan Documents, including but not
                           limited to all such loss or damage of any kind
                           heretofore sustained or that may arise as a
                           consequence of the dealings between the parties up to
                           and including the date hereof, including but not
                           limited to, the administration or enforcement of the
                           Loans, the Notes, the Obligations or any of the Loan
                           Documents. The obligations of the Borrower, the
                           Co-Borrowers and the Guarantors under the Loan
                           Documents and this Forbearance Agreement shall be
                           absolute and unconditional and shall remain in full
                           force and effect without regard to, and shall not be
                           released, discharged or in any way affected by:

                           (a)      any exercise or nonexercise of any right,
                                    remedy, power or privilege under or in
                                    respect of this Forbearance Agreement, any
                                    Loan Document, any document relating to or
                                    evidencing any of the Administrative Agent's
                                    or Lenders' Liens or applicable Law,
                                    including, without limitation, any waiver,
                                    consent, extension, indulgence or other
                                    action or inaction in respect thereof; or

                           (b)      any other act or thing or omission or delay
                                    to do any other act or thing which could
                                    operate to or as a discharge of the
                                    Borrower, the Co-Borrower or any Guarantor
                                    as a matter of law, other than payment in
                                    full of all Obligations, including but not
                                    limited to all obligations under the Loan
                                    Documents and this Forbearance Agreement.



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                  12.      Termination. On the Termination Date, which means the
                           date which is the earlier of the Forbearance Date or
                           the date any Event of Termination occurs under this
                           Forbearance Agreement, the Administrative Agent and
                           the Lenders may in their sole and absolute discretion
                           (i) end their forbearance without notice or demand of
                           any kind or nature whatsoever or (ii) pursue any
                           remedy available to them. On the Funding Termination
                           Date, which means the date which is the earlier of
                           the Forbearance Date or the date any Event of Funding
                           Termination occurs under this Forbearance Agreement,
                           the Administrative Agent and the Lenders with
                           Revolving Credit Loans Commitments shall have no
                           obligation to make any advances, loans or extensions
                           of credit on their Revolving Credit Commitments to
                           the Borrower or the Co-Borrower.

                  13.      Construction. This Forbearance Agreement shall not be
                           construed more strictly against the Administrative
                           Agent or any Lender merely by virtue of the fact that
                           this Forbearance Agreement may have been or has been
                           prepared by the Administrative Agent, the Lenders or
                           their counsel, it being recognized that the Borrower,
                           the Co-Borrower and the Guarantors have contributed
                           substantially and materially to the preparation of
                           this Forbearance Agreement. The Borrower, the
                           Co-Borrower and the Guarantors acknowledge and waive
                           any claim contesting the existence and the adequacy
                           of the consideration given by any of the other
                           parties hereto for entering into this Forbearance
                           Agreement. All of the Collateral shall remain in all
                           respects subject to the Lien of the applicable
                           Security Agreement, Pledge Agreement, Patent,
                           Trademark and Copyright Security Agreement,
                           Collateral Assignment and/or Mortgage, and nothing
                           herein contained and nothing done pursuant hereto
                           shall affect the Lien of any such Loan Documents or
                           the priority thereof. Nothing in this Forbearance
                           Agreement shall be intended or construed to hold the
                           Administrative Agent or any Lender liable or
                           responsible for any expenses, disbursements,
                           liability or obligation of any kind or nature
                           whatsoever of the Borrower, the Co-Borrower and the
                           Guarantors.

                  14.      Entire Agreement. The Borrower, the Co-Borrower and
                           the Guarantors each acknowledge that there are no
                           other agreements, representations, either or oral or
                           written, expressed or implied, not embodied in this
                           Forbearance Agreement and the Loan Documents, which,
                           together, represent a complete integration of all
                           prior and contemporaneous agreements and
                           understandings of the Borrower, the Co-Borrower, the
                           Guarantors, the Administrative Agent and the Lenders.
                           The Borrower, the Co-Borrower and the Guarantors
                           hereby acknowledge and agree that the Loan Documents
                           are in full force and effect and the provisions of
                           the Loan Documents are hereby ratified and confirmed.



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                  15.      The Borrower, the Co-Borrower and Guarantor Remain in
                           Control. The Borrower, the Co-Borrower and the
                           Guarantors each acknowledge that they remain in
                           control of their respective business and affairs and
                           that they determine the respective business plans
                           for, and employment, management and operating
                           directions and decisions for their respective
                           business and affairs.

                  16.      Time is of the Essence. Time shall be of the
                           strictest essence in the performance of each and
                           every one of the Borrower's, the Co-Borrower's and
                           the Guarantors' obligations hereunder and under the
                           Loan Documents, including without limitation, the
                           obligations to make payments to the Administrative
                           Agent, to furnish information to the Administrative
                           Agent and the Lenders and to comply with all
                           reporting requirements.

                  17.      No Waiver of Rights Under Loan Documents. Any
                           negotiation heretofore or hereafter and any action
                           undertaken pursuant to this Forbearance Agreement or
                           any Loan Document or during the Forbearance Period
                           shall not constitute a waiver of the Administrative
                           Agent's or any Lender's rights or remedies under the
                           Loan Documents or this Forbearance Agreement or
                           prejudice the Administrative Agent's or any Lender's
                           rights under the Loan Documents or this Forbearance
                           Agreement except to the extent specifically set forth
                           herein. No party shall be bound by any oral
                           agreement, and no rights or liabilities, either
                           expressed or implied, shall arise on the part of any
                           party, or any third party, until and unless the
                           agreement on any given issue has been reduced to a
                           written agreement executed in accordance with the
                           provisions of Section 11.1 of the Credit Agreement.
                           Furthermore, the parties agree that this Forbearance
                           Agreement may be amended, replaced or supplemented
                           only by a written agreement executed in accordance
                           with the provisions of Section 11.1 of the Credit
                           Agreement.

                  18.      Joint and Several Liability; Voluntary Agreement;
                           Indemnity.

                           (a)      The Borrower, the Co-Borrower and the
                                    Guarantors acknowledge and agree that they
                                    are jointly and severally liable under this
                                    Forbearance Agreement. The Borrower, the
                                    Co-Borrower and the Guarantors represent and
                                    warrant that each of them is represented by
                                    legal counsel of their choice and that their
                                    counsel has had the opportunity to review
                                    this Forbearance Agreement, that each of
                                    them is fully aware of the terms contained
                                    herein and that each of them has voluntarily
                                    and without coercion or duress of any kind
                                    or nature whatsoever entered into this
                                    Forbearance Agreement. The



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                                    provisions of this Forbearance Agreement
                                    shall survive the execution and delivery of
                                    this Forbearance Agreement.

                           (b)      The Borrower, the Co-Borrower and the
                                    Guarantors agree, jointly and severally, to
                                    indemnify the Administrative Agent and the
                                    Lenders and hold each of the Administrative
                                    Agent and Lenders harmless in respect of any
                                    and all claims, liabilities, damages and
                                    expenses (including, without limitation
                                    attorneys' fees and expenses) asserted by
                                    any person whatsoever or incurred by the
                                    Administrative Agent or any Lender arising
                                    in connection with the Loan Documents or
                                    this Forbearance Agreement. This indemnity
                                    agreement shall survive the termination of
                                    this Forbearance Agreement, the Loan
                                    Documents and the consummation of the
                                    transactions contemplated hereby.

                  19.      Counterparts. This Forbearance Agreement may be
                           executed in one or more counterparts and by
                           facsimile, each of which shall constitute an original
                           and all of which taken together shall constitute one
                           agreement. Each party executing this Forbearance
                           Agreement represents that such party has the full
                           authority and legal power to do so.

                  20.      Certifications. The Borrower, the Co-Borrower and the
                           Guarantors shall each furnish to the Administrative
                           Agent, within 10 days of their execution and delivery
                           of this Forbearance Agreement, a certified copy of
                           the resolutions adopted by its board of directors or
                           governing body authorizing the Borrower, the
                           Co-Borrower and the Guarantors, as the case may be,
                           to execute, deliver and perform their respective
                           obligations under this Forbearance Agreement and the
                           incumbency of the officers authorized to execute and
                           deliver the Forbearance Agreement on behalf of the
                           Borrower, the Co-Borrower and the Guarantors,
                           together with the true signature of such officers.

                  21.      No Waiver of Remedies. The Administrative Agent and
                           each Lender expressly reserves any and all rights and
                           remedies available to it under this Forbearance
                           Agreement, the Loan Documents, any other agreement or
                           at law or in equity or otherwise. No failure to
                           exercise, or delay by the Administrative Agent or any
                           Lender in exercising, any right, power or privilege
                           hereunder or under any Loan Document shall preclude
                           any other or further exercise thereof, or the
                           exercise of any other right, power or privilege. The
                           rights and remedies provided in this Forbearance
                           Agreement and the Loan Documents are cumulative and
                           not exhaustive of each other or of any right or
                           remedy provided by law or equity or otherwise. No
                           notice to or demand upon the Borrower, the
                           Co-Borrower



                                       11
<PAGE>   12
                           and the Guarantors, in any instance shall, in itself,
                           entitle the Borrower, the Co-Borrower and the
                           Guarantors to any other or further notice or demand
                           in similar or other circumstances or constitute a
                           waiver of the right of the Administrative Agent or
                           any Lender to any other or further action in any
                           circumstance without notice or demand.

                  22.      No Commitment. Except as expressly provided herein,
                           this Forbearance Agreement is not intended as a
                           commitment by the Administrative Agent or the Lenders
                           to modify the Loan Documents in any respect or
                           otherwise and the Administrative Agent and the
                           Lenders hereby specifically confirm that they make no
                           such commitment and specifically advises that no
                           action should be taken by the Borrower, the
                           Co-Borrower and the Guarantors based upon any
                           understanding that such a commitment exists or on any
                           expectation that any such commitment will be made in
                           the future.

                  23.      No Third Party Beneficiaries. By execution of this
                           Forbearance, the Administrative Agent and the Lenders
                           do not intend to assume and are not hereby assuming
                           any obligation to any third party. No third party
                           shall be or shall be deemed a beneficiary of this
                           Forbearance Agreement.

                  24.      Governing Law and Binding Effect. This Forbearance
                           Agreement shall be deemed to be a contract under the
                           Laws of the Commonwealth of Pennsylvania for all
                           purposes shall be governed by and construed and
                           enforced in accordance with the Laws of the
                           Commonwealth of Pennsylvania, without regard to its
                           conflict of laws principles. This Forbearance
                           Agreement shall be binding upon and shall inure to
                           the benefit of the Borrower, the Co-Borrower, the
                           Guarantors the Administrative Agent, the Lenders and
                           their respective successors and assigns; provided,
                           however, that none of the Borrower, the Co-Borrower
                           or any Guarantor may assign any of its rights or
                           duties hereunder without the prior written consent of
                           the Administrative Agent and the Lenders.

                  25.      LIMITATION ON DAMAGES. NEITHER THE ADMINISTRATIVE
                           AGENT NOR ANY LENDER NOR ANY AGENT OR ATTORNEY FOR OR
                           OF THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE
                           LIABLE TO THE BORROWER, THE CO-BORROWER OR THE
                           GUARANTORS FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL
                           OR PUNITIVE DAMAGES ARISING FROM ANY BREACH OF
                           CONTRACT, TORT OR OTHER WRONG RELATING TO THE
                           ESTABLISHMENT, ADMINISTRATION OR COLLECTION OF THE
                           OBLIGATIONS, AS DEFINED IN THIS FORBEARANCE
                           AGREEMENT, OR THIS FORBEARANCE AGREEMENT OR ANY



                                       12
<PAGE>   13

                           LOAN DOCUMENT OR THE ACTION OR INACTION OF THE
                           ADMINISTRATIVE AGENT, ANY LENDER, THE BORROWER, THE
                           CO-BORROWER OR ANY GUARANTOR UNDER THIS FORBEARANCE
                           AGREEMENT OR ANY LOAN DOCUMENT OR OTHERWISE.

                  26.      WAIVER OF RIGHT TO TRIAL BY JURY. THE BORROWER, THE
                           CO-BORROWER AND THE GUARANTORS EACH HEREBY EXPRESSLY
                           WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
                           PROCEEDING OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
                           ACTION BASED UPON, RELATING TO OR ARISING UNDER THIS
                           FORBEARANCE AGREEMENT, ANY LOAN DOCUMENT OR ANY OTHER
                           AGREEMENT, DOCUMENT OR INSTRUMENT DELIVERED IN
                           CONNECTION HEREWITH OR THEREWITH, OR ANY TRANSACTION
                           RELATED HERETO OR THERETO OR THE SUBJECT MATTER
                           HEREOF OR THEREOF, IN EACH CASE WHETHER SOUNDING IN
                           CONTRACT OR TORT OR OTHERWISE; AND THE BORROWER, THE
                           CO-BORROWER AND THE GUARANTORS EACH HEREBY AGREE AND
                           CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
                           OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
                           JURY, AND THAT ANY PARTY TO THIS FORBEARANCE
                           AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY
                           OF THIS SECTION WITH ANY COURT OR OFFICIAL BODY AS
                           WRITTEN EVIDENCE OF THE CONSENT OF THE BORROWER, THE
                           CO-BORROWER AND THE GUARANTORS TO THE WAIVER OF ITS
                           RIGHT TO TRIAL BY JURY.

                           THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND
                           VOLUNTARILY MADE BY THE BORROWER, THE CO-BORROWER AND
                           THE GUARANTORS, AND EACH OF THEM ACKNOWLEDGES THAT
                           NONE OF THE ADMINISTRATIVE AGENT, THE LENDERS NOR ANY
                           PERSON ACTING ON BEHALF OF ANY OF THEM HAS OR HAVE
                           MADE ANY REPRESENTATIONS OF FACT, LAW OR OTHERWISE TO
                           INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO
                           MODIFY OR NULLIFY ITS EFFECT. THE BORROWER, THE
                           CO-BORROWER AND THE GUARANTORS EACH FURTHER
                           ACKNOWLEDGE THAT IT HAS BEEN REPRESENTED IN THE
                           SIGNING OF THIS FORBEARANCE AGREEMENT AND IN THE
                           MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
                           SELECTED BY ITS OWN FREE WILL, AND THAT EACH OF THEM
                           HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
                           COUNSEL. THE BORROWER, THE CO-BORROWER AND THE



                                       13
<PAGE>   14

                           GUARANTORS EACH FURTHER ACKNOWLEDGE THAT IT HAS READ
                           AND UNDERSTANDS THE MEANING OF THIS WAIVER PROVISION.

                  27.      CONSENT TO JURISDICTION. THE BORROWER, THE
                           CO-BORROWER AND THE GUARANTORS EACH HEREBY
                           IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION
                           OF THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY,
                           COMMONWEALTH OF PENNSYLVANIA, OR ANY SUCCESSOR TO
                           SAID COURT, AND TO THE NONEXCLUSIVE JURISDICTION OF
                           THE UNITED STATES DISTRICT COURT FOR THE WESTERN
                           DISTRICT OF PENNSYLVANIA, OR ANY SUCCESSOR TO SAID
                           COURT AND WAIVES PERSONAL SERVICE OF ANY AND ALL
                           PROCESS UPON IT AND AGREES THAT ALL SUCH SERVICE OF
                           PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL
                           DIRECTED TO SUCH PARTY AT THE ADDRESSES PROVIDED FOR
                           IN SECTION 11.6 OF THE CREDIT AGREEMENT AND SERVICE
                           SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL
                           RECEIPT THEREOF. THE BORROWER, THE CO-BORROWER AND
                           THE GUARANTORS EACH WAIVE ANY OBJECTION TO
                           JURISDICTION AND VENUE OF ANY ACTION INSTITUTED
                           AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO
                           ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR
                           VENUE.

                  28.      Expenses. The Borrower, the Co-Borrower and the
                           Guarantors, jointly and severally, agree to reimburse
                           the Administrative Agent and the Lenders for all
                           costs and expenses (including, without limitation,
                           all fees and expenses of counsel or accountants with
                           whom the Administrative Agent or any Lender may
                           consult and all expenses and costs of litigation or
                           preparation therefor) in connection with:

                           (a)      this Forbearance Agreement, any amendments,
                                    supplements, waivers, replacements,
                                    modifications or consents to this
                                    Forbearance Agreement, any Loan Document, or
                                    any document relating to or evidencing any
                                    of Liens of the Administrative Agent or the
                                    Lenders; and

                           (b)      the enforcement, protection or preservation
                                    of Administrative Agent's or Lenders' rights
                                    or remedies under any of this Forbearance
                                    Agreement, any Loan Document, or under any
                                    agreement, document or instrument relating
                                    to or evidencing any



                                       14
<PAGE>   15

                                    of the Liens of any Agent or Lender or under
                                    any Lien securing any Obligation.

                           As set forth in Section 11.3 of the Credit Agreement,
                           the Lenders will consider the usage of one law firm
                           to represent the interests of the Lenders and the
                           Administrative Agent, but the determination regarding
                           usage of counsel will be in the sole and absolute
                           discretion of the Lenders, and the legal expenses of
                           all such counsel shall be subject to the
                           reimbursement provisions set forth herein. The
                           Borrower, the Co-Borrower and the Guarantors each
                           directs and authorizes the Administrative Agent and
                           Lenders to debit automatically from any account of
                           the Borrower, the Co-Borrower or any Guarantor
                           maintained at the Administrative Agent or any Lender
                           the amount of all such costs and expenses.

                  29.      Further Assurances. The Borrower, the Co-Borrower and
                           the Guarantors will from time to time, make, do
                           exercise and acknowledge, as requested by the
                           Administrative Agent from time to time, such further
                           agreements, certificates, documents, instruments,
                           acts, deeds, conveyances, mortgages, security
                           agreements, financing statements, continuation
                           statements and other assurances as may be required or
                           requested for the purpose of effectuating the intent
                           hereof and of the Loan Documents.

                  30.      Consent, Agreement and Acknowledgment of Guarantor.
                           The Guarantors each consent and agree to each and
                           every term and provision of this Forbearance
                           Agreement, as well as to all actions and transactions
                           contemplated under this Forbearance Agreement and the
                           execution and delivery of this Forbearance Agreement
                           and agrees and acknowledges that all of the
                           Obligations are Guaranteed Indebtedness, as defined
                           in the Guaranty Agreement. Each of the Guarantors
                           further consents and agrees that neither this
                           Forbearance Agreement nor any actions or transactions
                           contemplated hereunder shall provide any Guarantor
                           with any defense to the Obligations of the Guarantor
                           under the Guaranty Agreement.

                  31.      Reservation of Rights as to Other Obligations. Each
                           of the Borrower, the Co-Borrower and the Guarantors
                           acknowledges and agrees that each may have other
                           loans from and/or obligations to the Administrative
                           Agent and the Lenders other than the Obligations
                           which are the subject of this Forbearance Agreement
                           (hereinafter, the "OTHER OBLIGATIONS") which Other
                           Obligations are in no way affected by this
                           Forbearance Agreement and remain fully due, payable
                           and enforceable in accordance with their own terms
                           and provisions. Each of the Borrower, the Co-Borrower
                           and the Guarantors hereby agrees that the
                           Administrative Agent and the Lenders, by entering
                           into this Forbearance Agreement in no way waives,



                                       15
<PAGE>   16
                           discharges, releases, or compromises any claims,
                           causes of action, and rights as to such Other
                           Obligations, and each of the Borrower, the
                           Co-Borrower and the Guarantors agrees and
                           acknowledges that it or he continue to be liable for
                           payment and performance of such Other Obligations
                           notwithstanding the entry into this Forbearance
                           Agreement by the Administrative Agent and the
                           Lenders.

                  32.      Authority. As a material inducement to the
                           Administrative Agent and the Lenders to enter into
                           this Forbearance Agreement, the Borrower, the
                           Co-Borrower and the Guarantors each hereby represent
                           and warrant to the Administrative Agent and the
                           Lenders that:

                           (a) the Borrower, the Co-Borrower and the Guarantors
                           are duly organized, validly existing and in good
                           standing under the laws of the jurisdiction under
                           which each is organized;

                           (b) the Borrower, the Co-Borrower and the Guarantors
                           have all the power and authority to execute, deliver
                           and perform this Forbearance Agreement;

                           (c) with the exception of class action lawsuits by
                           the shareholders of the Borrower resulting from the
                           inaccurate financial accounting of the Loan Parties
                           reported to the financial press on October 30, 2000
                           and December 12, 2000, and the lawsuits set forth on
                           the exhibit annexed to the opinion letter to be
                           provided pursuant to Section 33 of this Forbearance
                           Agreement, there are no actions, suits, or
                           proceedings pending, or to the best of the
                           Borrower's, the Co-Borrower's or any Guarantor's
                           knowledge threatened against or affecting any of the
                           Borrower, the Co-Borrower or any Guarantor, or the
                           Collateral in any court or before or by any
                           governmental instrumentality, whether federal, state,
                           county or municipality; and

                           (d) the consummation of the transactions herein
                           contemplated and the performance or observance of the
                           Borrower's, the Co-Borrower's and the Guarantors'
                           obligations under the Loan Documents, this
                           Forbearance Agreement and the transactions required
                           or contemplated herein to which the Borrower, the
                           Co-Borrower or any Guarantor is a party:

                                             (i) have been duly authorized by
                                    all necessary action on the part of the
                                    Borrower, the Co-Borrower and the
                                    Guarantors;

                                             (ii) will not conflict with or
                                    result in a breach of or default under any
                                    injunction, or decree of any court or
                                    governmental instrumentality, or any
                                    forbearance agreement or



                                       16
<PAGE>   17

                                    instrument to which any of the Borrower, the
                                    Co-Borrower and the Guarantors is now a
                                    party or is subject; and

                                             (iii) will not (except to the
                                    extent provided in this Forbearance
                                    Agreement) result in the creation or
                                    imposition of any Lien of any nature
                                    whatsoever upon any of the property or
                                    assets of the Borrower, the Co-Borrower and
                                    the Guarantors pursuant to the terms of any
                                    such forbearance agreement or instrument.

                           (e) To the extent any consent, approval, order, or
                           authorization or registration, declaration, or filing
                           with any governmental authority or other person or
                           legal entity is required in connection with the valid
                           execution and delivery of this Forbearance Agreement
                           or the carrying out or performance of any of the
                           transactions required or contemplated by this
                           Forbearance Agreement, all such consents, approvals,
                           orders or authorizations shall have been obtained or
                           all such registrations, declarations, or filings
                           shall have been accomplished prior to the entry of
                           this Forbearance Agreement.

                  33.      Opinion of Counsel. The Borrower, the Co-Borrower and
                           the Guarantor shall furnish to the Administrative
                           Agent, within 10 days of their execution and delivery
                           of this Forbearance Agreement, the written opinion of
                           counsel to the Borrower, the Co-Borrower and the
                           Guarantors upon which the Administrative Agent and
                           the Lenders may rely and which shall be in form and
                           substance satisfactory to the Administrative Agent
                           and contain the following opinions:

                           (a) the Borrower, the Co-Borrower and the Guarantors
                           are duly organized and validly existing under the
                           Laws of the jurisdictions under which they are
                           organized and are in good standing under such Laws;

                           (b) the Borrower, the Co-Borrower and the Guarantors
                           and their officers have all the power and authority
                           to execute, deliver and perform this Forbearance
                           Agreement, and the Loan Documents and have taken all
                           necessary action to authorize the execution, delivery
                           and performance of this Forbearance Agreement;

                           (c) this Forbearance Agreement has been duly executed
                           and delivered on behalf of the Borrower, the
                           Co-Borrower and the Guarantors and constitutes valid,
                           enforceable and binding obligations of the Borrower,
                           the Co-Borrower and the Guarantors in accordance with
                           their respective terms and do not violate any Law;
                           and

                           (d) with the exception of class action lawsuits by
                           the shareholders of the Borrower resulting from the
                           inaccurate financial accounting



                                       17
<PAGE>   18

                           of the Loan Parties reported to the financial press
                           on October 30, 2000 and December 12, 2000, to the
                           knowledge of such counsel there is no action, suit,
                           or proceeding pending, or threatened against the
                           Borrower, the Co-Borrower or the Guarantors or the
                           Collateral, in any court or before or by any
                           governmental instrumentality, whether federal, state,
                           county or municipal, except as set forth on an
                           exhibit annexed to the opinion letter.

                  34.      Miscellaneous. This Forbearance Agreement is made for
                           the sole benefit and protection of the Administrative
                           Agent, the Lenders, the Borrower, the Co-Borrower and
                           the Guarantors and their respective successors and
                           assigns. No other persons shall have any rights
                           whatsoever hereunder. Notices to parties hereunder
                           may be given to them at the addresses and in the
                           manner provided in the Section 11.6 of the Credit
                           Agreement. If any provision of this Forbearance
                           Agreement is held to be invalid or unenforceable, the
                           remaining provisions shall remain in effect without
                           impairment. All representations and warranties of the
                           Borrower, the Co-Borrower and the Guarantors
                           contained herein or made in connection herewith or in
                           connection with any Loan Document shall survive the
                           making of and shall not be waived by the execution
                           and delivery of this Forbearance Agreement, any
                           investigation by the Administrative Agent or Lenders
                           or any other event or condition whatsoever. All
                           obligations of the Borrower, the Co-Borrower and the
                           Guarantors to make payments to the Administrative
                           Agent or the Lenders shall survive the termination of
                           all obligations of the Borrower, the Co-Borrower and
                           the Guarantors hereunder and under the Loan
                           Documents, and shall not be affected by reason of an
                           invalidity, illegality or irregularity of this
                           Forbearance Agreement or any Loan Document. The
                           covenants and agreements contained in or given
                           pursuant to this Forbearance Agreement or under any
                           Loan Document shall continue in force until the
                           payment in full and the discharge of all Obligations
                           of the Borrower, the Co-Borrower and the Guarantors.
                           Unless the context of this Forbearance Agreement
                           otherwise clearly requires, references to the plural
                           include the singular, the singular the plural and the
                           part the whole and "or" has the inclusive meaning
                           represented by the phrase "and/or". The words
                           "hereof, "herein", "hereunder", and similar terms in
                           this Forbearance Agreement refer to this Forbearance
                           Agreement as a whole and not to any particular
                           provision of this Forbearance Agreement. The section
                           and other headings contained in this Forbearance
                           Agreement are for reference purposes only and shall
                           not control or affect the construction of this
                           Forbearance Agreement or the interpretation thereof
                           in any respect. Section and subsection references are
                           to this Forbearance Agreement unless otherwise
                           specified.

                                       18
<PAGE>   19


                  35.      Execution and Return of Forbearance Agreement. If
                           this Forbearance Agreement has not been signed by the
                           Borrower, the Co-Borrower and the Guarantors and
                           returned to the Administrative Agent by December 15,
                           2000, the Administrative Agent and the Lenders shall
                           have no obligations hereunder and this Forbearance
                           Agreement, automatically, without notice or demand of
                           any kind whatsoever, shall be void and of no force
                           and effect whatsoever. Subject to the other
                           requirements set forth herein, this Forbearance
                           Agreement shall become effective and enforceable upon
                           the receipt by the Administrative Agent of the
                           signatures of the Loan Parties as required herein and
                           the signatures of the Required Lenders. Time is of
                           the strictest essence.


                                           [SIGNATURE PAGES TO FOLLOW]

















                                       19

<PAGE>   20


                    FIRST AMENDMENT TO FORBEARANCE AGREEMENT


         This FIRST AMENDMENT TO FORBEARANCE AGREEMENT (together with all
agreements, documents and instruments attached hereto or referred to herein as
any or all of the same may be amended, replaced or supplemented from time to
time, the "Amendment to Forbearance Agreement") is dated as of the 11th day of
January, 2001, by and among Borrowers (as defined in the Credit Agreement, as
hereinafter defined), including, without limitation, RENT-WAY, INC., a
Pennsylvania corporation (for itself and successor by merger to Rentavision,
Inc.), as the Borrower, and RENT-WAY OF TTIG, L.P., an Indiana limited
partnership, as the Co-Borrower, each of the GUARANTORS, each of the LENDERS (as
defined in the Credit Agreement defined below), NATIONAL CITY BANK OF
PENNSYLVANIA in its capacity as administrative agent for the Lenders under the
Credit Agreement (hereinafter referred to in such capacity as the
"Administrative Agent"), BANK OF AMERICA, N.A., in its capacity as documentation
agent for the Lenders, and BANK OF MONTREAL and HARRIS TRUST AND SAVINGS BANK,
in their capacity as syndication agents.

                                R E C I T A L S:

                  A. Reference is made to that certain Forbearance Agreement
dated as of the 18th day of December, 2000, among Rent-Way, Inc., Rent-Way of
TTIG, L.P., the Guarantors, the Lenders, the Administrative Agent and the
additional agents for the Lenders (the "Forbearance Agreement"). Reference is
also made to that certain Credit Agreement dated as of September 23, 1999, as
amended by Amendment No. 1 thereto dated as of November 17, 1999, Amendment No.
2 thereto dated as of December 6, 1999, Amendment No. 3 thereto dated as of
December 7, 1999, Amendment No. 4 thereto dated as of June 28, 2000, and
Amendment No. 5 thereto dated as of November 16, 2000, as also modified by a
Waiver dated as of November 16, 2000, and by the Forbearance Agreement
(collectively, the "Credit Agreement"),

                  B. Each of the Existing Defaults listed in Section 1.C.(a)
through (d) of the Forbearance Agreement is continuing. In addition thereto, an
additional Event of Default has occurred under the Credit Agreement by reason of
the failure of the Loan Parties to deliver the Borrower's consolidated financial
statements as of the end of each month for the months of October 31 and November
30, 2000 as required in accordance with Section 8.3.1 of the Credit Agreement.

                  C. The Borrower, the Co-Borrower and the Guarantors have
requested that the Administrative Agent and the Lenders enter into this
Amendment to Forbearance Agreement, and the Administrative Agent and the Lenders
are willing to enter into this Amendment to Forbearance Agreement, but only upon
the terms and conditions hereinafter set forth.


<PAGE>   21

         NOW THEREFORE in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
mutually acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

         1) Definitions. All capitalized terms used but not defined in this
Amendment to Forbearance Agreement shall have the meanings ascribed thereto in
the Forbearance Agreement.

         2) Affirmation of Recitals. The Recitals set forth above are true and
correct and are incorporated herein by reference.

         3) Acknowledgments Regarding Existing Defaults. The Borrower, the
Co-Borrower and the Guarantors acknowledge that each of the Existing Defaults is
continuing and makes and reconfirms as of the date hereof each of the other
acknowledgments in Section 4 of the Forbearance Agreement. The parties to this
Amendment to Forbearance Agreement acknowledge and agree that the failure of the
Loan Parties to deliver (i) the consolidated financial statements of the
Borrower in accordance with Section 8.3.1 of the Credit Agreement for the months
ended October 31 and November 30, 2000, and (ii) the Form 10-K of the Borrower
in accordance with Section 8.3.3 of the Credit Agreement for the fiscal year
ended September 30, 2000, shall from and after the date hereof constitute
additional Existing Defaults.

         4) Amendments to Forbearance Agreement.

                  (a) Section 5 of the Forbearance Agreement is hereby amended
by deleting the reference to "January 16, 2001" and replacing it with "February
28, 2001". It is understood that the effect of such amendment is to extend the
Forbearance Period under the Forbearance Agreement to February 28, 2001 and to
change the "Forbearance Date" to be February 28, 2001.

                  (b) Section 5 of the Forbearance Agreement is hereby further
amended by deleting the phrase "(ii) during the period from January 2, 2001
through the Forbearance Date, $95,666,042", and in lieu thereof, inserting the
phrase "(ii) during the period from January 2, 2001 through January 16, 2001,
$95,666,042, and (iii) during the period from January 17, 2001 through the
Forbearance Date, $91,127,778". It is understood that the effect of such
amendment is to reduce the maximum amount of aggregate outstanding Revolving
Credit Loans and Letters of Credit Outstanding during the extension of the
Forbearance Period by the amount of $4,538,264.

         5) Release; No Discharge. As additional consideration for the
Administrative Agent and the Lenders entering into this Amendment to Forbearance
Agreement, the Borrower, the Co-Borrower and the Guarantors each hereby fully
and unconditionally releases and forever discharges the Administrative Agent and
the Lenders, their agents, employers, directors, officers, attorneys, branches,
affiliates, subsidiaries, successors and assigns and all persons, firms,
corporations and organizations acting on any of their behalves (the "Released
Parties") of and from any and all claims, liabilities, demands, obligations,
damages, losses, actions and causes of action whatsoever which the Borrower, the
Co-Borrower and the



                                       2
<PAGE>   22

Guarantors may now have or claim to have on account of or in any way affecting,
concerning or arising out of or founded upon the Forbearance Agreement, as
amended hereby, or any or all of the Loan Documents against the Administrative
Agent, any Lender or any other Released Parties as of the date hereof, whether
presently known or unknown and of any nature and extent whatsoever, including,
without limitation, all such loss or damage of any kind heretofore sustained or
that may arise as a consequence of the dealings, discussions or negotiations
between or among the parties up to and including the date hereof, including but
not limited to, the administration or enforcement of the Forbearance Agreement,
the Loans, the Notes, the Obligations, or any of the Loan Documents. The
obligations of the Borrower, the Co-Borrower and the Guarantors under the Loan
Documents and the Forbearance Agreement, as amended hereby, shall be absolute
and unconditional and shall remain in full force and effect without regard to,
and shall not be released, discharged or in any way affected, except as
otherwise expressly provided by the Forbearance Agreement, as amended hereby,
by:

                  (a) any exercise or nonexercise by the Administrative Agent or
any Lender of any right, remedy, power or privilege under or in respect of the
Forbearance Agreement, as amended hereby, any Loan Document, any document
relating to or evidencing any of the Administrative Agent's or the Lenders'
Liens or applicable Law, including, without limitation, any waiver, consent,
extension, indulgence or other action or inaction in respect thereof; or

                  (b) any other act or thing or omission or delay to do any
other act or thing which could operate to or as a discharge of the Borrower, the
Co-Borrower or the Guarantors as a matter of law, other than payment in full of
all Obligations including but not limited to all obligations under the Loan
Documents and the Forbearance Agreement, as amended hereby.

         6) No Defenses. Each of the Borrower, the Co-Borrower and the
Guarantors acknowledge and agrees that the Forbearance Agreement, as amended
hereby, and the other Loan Documents are valid and enforceable and that none of
them has any offsets or defenses to the enforcement of the terms and provisions
contained in any thereof.

         7) Reservation of Rights and Remedies. The Administrative Agent and the
Lenders expressly reserve any and all rights and remedies available to them or
any of them under the Forbearance Agreement, as amended hereby, the Credit
Agreement and the other Loan Documents, and any other agreement or at law or in
equity or otherwise.

         8) Miscellaneous. This Amendment to Forbearance Agreement is made for
the sole benefit and protection of the Administrative Agent, the Lenders, the
Borrower, the Co-Borrower, the Guarantors, and their respective successors and
permitted assigns. No other persons shall have any rights whatsoever hereunder.
Notices to parties hereunder may be given to them at the addresses and in the
manner provided in the Section 11.6 of the Credit Agreement. If any provision of
this Amendment to Forbearance Agreement is held to be invalid or unenforceable,
the remaining provisions shall remain in effect without impairment. All
representations and warranties of the Borrower, the Co-Borrower and the
Guarantors contained herein or made in connection herewith or in connection with
any Loan Document shall survive



                                       3
<PAGE>   23

the making of and shall not be waived by the execution and delivery of this
Amendment to Forbearance Agreement, any investigation by the Administrative
Agent or any Lender or any other event or condition whatsoever. None of the
obligations of the Borrower, the Co-Borrower and the Guarantors shall be
affected by reason of invalidity, illegality or irregularity of this Amendment
to Forbearance Agreement or any Loan Document, and except to the extent
expressly provided otherwise herein, and all obligations to make payments to the
Administrative Agent and the Lenders shall survive the termination of all
obligations of the Borrower, the Co-Borrower and the Guarantors under the
Forbearance Agreement, as amended hereby, and under the Loan Documents. Except
to the extent expressly provided otherwise, the covenants and agreements
contained in or given pursuant to the Forbearance Agreement, as amended hereby,
or under any Loan Document shall continue in force until the payment in full and
the discharge of all Obligations of the Borrower, the Co-Borrowers and the
Guarantors. Unless the context of this Amendment to Forbearance Agreement
otherwise clearly requires, references to the plural include the singular, the
singular the plural and the part the whole and "or" has the inclusive meaning
represented by the phrase "and/or". The words "hereof", "herein", "hereunder",
and similar terms in this Amendment to Forbearance Agreement refer to the
Forbearance Agreement as a whole and not to any particular provision of this
Amendment to Forbearance Agreement. The section and other headings contained in
this Amendment to Forbearance Agreement are for reference purposes only and
shall not control or affect the construction of this Amendment to Forbearance
Agreement or the interpretation thereof in any respect. Section and subsection
references are to this Amendment to Forbearance Agreement unless otherwise
specified.

         9) Construction. This Amendment to Forbearance Agreement shall not be
construed more strictly against the Administrative Agent or any Lender merely by
virtue of the fact that this Amendment to Forbearance Agreement may have been or
has been prepared by the Administrative Agent, any Lender or its counsel, it
being recognized that the Borrower, the Co-Borrower and the Guarantors have
contributed substantially and materially to the preparation of this Amendment to
Forbearance Agreement. The Borrower, the Co-Borrower and the Guarantors
acknowledge and waive any claim contesting the existence and the adequacy of the
consideration given by any of the other parties hereto for entering into this
Amendment to Forbearance Agreement. All of the Collateral shall remain in all
respects subject to the Lien of the applicable Loan Document, and nothing herein
contained and nothing done pursuant hereto shall affect the Lien of any such
Loan Document or the priority thereof, except to the extent expressly provided
otherwise under the Forbearance Agreement, as amended hereby. Nothing in this
Amendment to Forbearance Agreement shall be intended or construed to hold the
Administrative Agent or any Lender liable or responsible for any expenses,
disbursements, liability or obligation of any kind or nature whatsoever of the
Borrower, the Co-Borrower and the Guarantors.

         10) Execution and Return of Amendment to Forbearance Agreement. If this
Amendment to Forbearance Agreement has not been signed by the Borrower, the
Co-Borrower and the Guarantors and returned to the Administrative Agent by 5:00
p.m. Pittsburgh time on January 11, 2001, the Administrative Agent and the
Lenders shall have no obligations hereunder, and this Amendment to Forbearance
Agreement shall be of no force and effect. This


                                       4
<PAGE>   24

Amendment to the Forbearance Agreement shall be effective when it has been
signed by the Borrower, the Co-Borrower, the Guarantors and the Required Lenders
and delivered to the Administrative Agent. Time is of the strictest essence.

         11) Full Force and Effect of Forbearance Agreement. Except as expressly
amended by this Amendment to Forbearance Agreement, the terms and provisions of
the Forbearance Agreement shall remain unmodified, and the terms and provisions
of the Forbearance Agreement, as amended hereby, shall remain in full force and
effect.

         12) Execution in Counterparts. This Amendment to the Forbearance
Agreement may be executed in one or more counterparts and by facsimile, each of
which shall constitute one agreement. Each party executing this Amendment to the
Forbearance Agreement represents that such party has the full authority and
legal power to do so.


                          [SIGNATURE PAGES TO FOLLOW]


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       5
<PAGE>   25



                    SECOND AMENDMENT TO FORBEARANCE AGREEMENT


         This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (together with all
agreements, documents and instruments attached hereto or referred to herein as
any or all of the same may be amended, replaced or supplemented from time to
time, the "Amendment to Forbearance Agreement") is dated as of the 28th day of
February, 2001, by and among Borrowers (as defined in the Credit Agreement, as
hereinafter defined), including, without limitation, RENT-WAY, INC., a
Pennsylvania corporation (for itself and successor by merger to Rentavision,
Inc.), as the Borrower, and RENT-WAY OF TTIG, L.P., an Indiana limited
partnership, as the Co-Borrower, each of the GUARANTORS, each of the LENDERS (as
defined in the Credit Agreement defined below), NATIONAL CITY BANK OF
PENNSYLVANIA in its capacity as administrative agent for the Lenders under the
Credit Agreement (hereinafter referred to in such capacity as the
"Administrative Agent"), BANK OF AMERICA, N.A., in its capacity as documentation
agent for the Lenders, and BANK OF MONTREAL and HARRIS TRUST AND SAVINGS BANK,
in their capacity as syndication agents.

                                R E C I T A L S:

                  A. Reference is made to that certain Forbearance Agreement
dated as of the 18th day of December, 2000, as amended by a First Amendment
thereto dated as of January 11, 2001, among Rent-Way, Inc., Rent-Way of TTIG,
L.P., the Guarantors, the Lenders, the Administrative Agent and the additional
agents for the Lenders (the "Forbearance Agreement"). Reference is also made to
that certain Credit Agreement dated as of September 23, 1999, as amended by
Amendment No. 1 thereto dated as of November 17, 1999, Amendment No. 2 thereto
dated as of December 6, 1999, Amendment No. 3 thereto dated as of December 7,
1999, Amendment No. 4 thereto dated as of June 28, 2000, and Amendment No. 5
thereto dated as of November 16, 2000, as also modified by a Waiver dated as of
November 16, 2000, and by the Forbearance Agreement (collectively, the "Credit
Agreement"),

                  B. Each of the Existing Defaults listed in Section 1.C.(a)
through (d) of the Forbearance Agreement and Section 3) of the First Amendment
thereto is continuing. In addition thereto, an additional Event of Default has
occurred under the Credit Agreement by reason of the failure of the Loan Parties
to deliver the Borrower's consolidated financial statements as of the end of
each month for the month of December 31, 2000, as required in accordance with
Section 8.3.1 of the Credit Agreement.

                  C. The Borrower, the Co-Borrower and the Guarantors have
requested that the Administrative Agent and the Lenders enter into this
Amendment to Forbearance Agreement, and the Administrative Agent and the Lenders
are willing to enter into this Amendment to Forbearance Agreement, but only upon
the terms and conditions hereinafter set forth.

<PAGE>   26


         NOW THEREFORE in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
mutually acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

         1) Definitions. All capitalized terms used but not defined in this
Amendment to Forbearance Agreement shall have the meanings ascribed thereto in
the Forbearance Agreement.

         2) Affirmation of Recitals. The Recitals set forth above are true and
correct and are incorporated herein by reference.

         3) Acknowledgments Regarding Existing Defaults. The Borrower, the
Co-Borrower and the Guarantors acknowledge that each of the Existing Defaults is
continuing and makes and reconfirms as of the date hereof each of the other
acknowledgments in Section 4 of the Forbearance Agreement and in Section 3) of
the First Amendment thereto. The parties to this Amendment to Forbearance
Agreement acknowledge and agree that the failure of the Loan Parties to deliver
the consolidated financial statements of the Borrower in accordance with Section
8.3.1 of the Credit Agreement for the month ended December 31, 2000, shall from
and after the date hereof constitute an additional Existing Default.

         4) Amendments to Forbearance Agreement.

                  (a) Section 5 of the Forbearance Agreement is hereby amended
by deleting the reference to "February 28, 2001" and replacing it with "April 2,
2001". It is understood that the effect of such amendment is to extend the
Forbearance Period under the Forbearance Agreement to April 2, 2001 and to
change the "Forbearance Date" to be April 2, 2001.

                  (b) Section 5 of the Forbearance Agreement is hereby further
amended by deleting the phrase "(iii) during the period from January 17, 2001
through the Forbearance Date, $91,127,778", and in lieu thereof, inserting the
phrase "(iii) during the period from January 17, 2001 through February 28, 2001,
$91,127,778, and during the period from February 29 through the Forbearance
Date, $76,127,778". It is understood that the effect of such amendment is to
reduce the maximum amount of aggregate outstanding Revolving Credit Loans and
Letters of Credit Outstanding during the extension of the Forbearance Period by
the amount of $15,000,000.

         5) Release; No Discharge. As additional consideration for the
Administrative Agent and the Lenders entering into this Amendment to Forbearance
Agreement, the Borrower, the Co-Borrower and the Guarantors each hereby fully
and unconditionally releases and forever discharges the Administrative Agent and
the Lenders, their agents, employers, directors, officers, attorneys, branches,
affiliates, subsidiaries, successors and assigns and all persons, firms,
corporations and organizations acting on any of their behalves (the "Released
Parties") of and from any and all claims, liabilities, demands, obligations,
damages, losses, actions and causes of action whatsoever which the Borrower, the
Co-Borrower and the Guarantors may now have or claim to have on account of or in
any way affecting, concerning or



                                       2
<PAGE>   27

arising out of or founded upon the Forbearance Agreement, as amended hereby, or
any or all of the Loan Documents against the Administrative Agent, any Lender or
any other Released Parties as of the date hereof, whether presently known or
unknown and of any nature and extent whatsoever, including, without limitation,
all such loss or damage of any kind heretofore sustained or that may arise as a
consequence of the dealings, discussions or negotiations between or among the
parties up to and including the date hereof, including but not limited to, the
administration or enforcement of the Forbearance Agreement, the Loans, the
Notes, the Obligations, or any of the Loan Documents. The obligations of the
Borrower, the Co-Borrower and the Guarantors under the Loan Documents and the
Forbearance Agreement, as amended hereby, shall be absolute and unconditional
and shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected, except as otherwise expressly
provided by the Forbearance Agreement, as amended hereby, by:

                  (a) any exercise or nonexercise by the Administrative Agent or
any Lender of any right, remedy, power or privilege under or in respect of the
Forbearance Agreement, as amended hereby, any Loan Document, any document
relating to or evidencing any of the Administrative Agent's or the Lenders'
Liens or applicable Law, including, without limitation, any waiver, consent,
extension, indulgence or other action or inaction in respect thereof; or

                  (b) any other act or thing or omission or delay to do any
other act or thing which could operate to or as a discharge of the Borrower, the
Co-Borrower or the Guarantors as a matter of law, other than payment in full of
all Obligations including but not limited to all obligations under the Loan
Documents and the Forbearance Agreement, as amended hereby.

         6) No Defenses. Each of the Borrower, the Co-Borrower and the
Guarantors acknowledge and agrees that the Forbearance Agreement, as amended
hereby, and the other Loan Documents are valid and enforceable and that none of
them has any offsets or defenses to the enforcement of the terms and provisions
contained in any thereof.

         7) Reservation of Rights and Remedies. The Administrative Agent and the
Lenders expressly reserve any and all rights and remedies available to them or
any of them under the Forbearance Agreement, as amended hereby, the Credit
Agreement and the other Loan Documents, and any other agreement or at law or in
equity or otherwise.

         8) Miscellaneous. This Amendment to Forbearance Agreement is made for
the sole benefit and protection of the Administrative Agent, the Lenders, the
Borrower, the Co-Borrower, the Guarantors, and their respective successors and
permitted assigns. No other persons shall have any rights whatsoever hereunder.
Notices to parties hereunder may be given to them at the addresses and in the
manner provided in the Section 11.6 of the Credit Agreement. If any provision of
this Amendment to Forbearance Agreement is held to be invalid or unenforceable,
the remaining provisions shall remain in effect without impairment. All
representations and warranties of the Borrower, the Co-Borrower and the
Guarantors contained herein or made in connection herewith or in connection with
any Loan Document shall survive the making of and shall not be waived by the
execution and delivery of this Amendment to



                                       3
<PAGE>   28

Forbearance Agreement, any investigation by the Administrative Agent or any
Lender or any other event or condition whatsoever. None of the obligations of
the Borrower, the Co-Borrower and the Guarantors shall be affected by reason of
invalidity, illegality or irregularity of this Amendment to Forbearance
Agreement or any Loan Document, and except to the extent expressly provided
otherwise herein, and all obligations to make payments to the Administrative
Agent and the Lenders shall survive the termination of all obligations of the
Borrower, the Co-Borrower and the Guarantors under the Forbearance Agreement, as
amended hereby, and under the Loan Documents. Except to the extent expressly
provided otherwise, the covenants and agreements contained in or given pursuant
to the Forbearance Agreement, as amended hereby, or under any Loan Document
shall continue in force until the payment in full and the discharge of all
Obligations of the Borrower, the Co-Borrowers and the Guarantors. Unless the
context of this Amendment to Forbearance Agreement otherwise clearly requires,
references to the plural include the singular, the singular the plural and the
part the whole and "or" has the inclusive meaning represented by the phrase
"and/or". The words "hereof", "herein", "hereunder", and similar terms in this
Amendment to Forbearance Agreement refer to the Forbearance Agreement as a whole
and not to any particular provision of this Amendment to Forbearance Agreement.
The section and other headings contained in this Amendment to Forbearance
Agreement are for reference purposes only and shall not control or affect the
construction of this Amendment to Forbearance Agreement or the interpretation
thereof in any respect. Section and subsection references are to this Amendment
to Forbearance Agreement unless otherwise specified.

         9) Construction. This Amendment to Forbearance Agreement shall not be
construed more strictly against the Administrative Agent or any Lender merely by
virtue of the fact that this Amendment to Forbearance Agreement may have been or
has been prepared by the Administrative Agent, any Lender or its counsel, it
being recognized that the Borrower, the Co-Borrower and the Guarantors have
contributed substantially and materially to the preparation of this Amendment to
Forbearance Agreement. The Borrower, the Co-Borrower and the Guarantors
acknowledge and waive any claim contesting the existence and the adequacy of the
consideration given by any of the other parties hereto for entering into this
Amendment to Forbearance Agreement. All of the Collateral shall remain in all
respects subject to the Lien of the applicable Loan Document, and nothing herein
contained and nothing done pursuant hereto shall affect the Lien of any such
Loan Document or the priority thereof, except to the extent expressly provided
otherwise under the Forbearance Agreement, as amended hereby. Nothing in this
Amendment to Forbearance Agreement shall be intended or construed to hold the
Administrative Agent or any Lender liable or responsible for any expenses,
disbursements, liability or obligation of any kind or nature whatsoever of the
Borrower, the Co-Borrower and the Guarantors.

         10) Execution and Return of Amendment to Forbearance Agreement. If this
Amendment to Forbearance Agreement has not been signed by the Borrower, the
Co-Borrower and the Guarantors and returned to the Administrative Agent by 12:00
noon Pittsburgh time on February 27, 2001, the Administrative Agent and the
Lenders shall have no obligations hereunder, and this Amendment to Forbearance
Agreement shall be of no force and effect. This Amendment to the Forbearance
Agreement shall be effective when it has been signed by the



                                       4
<PAGE>   29

Borrower, the Co-Borrower, the Guarantors and the Required Lenders and delivered
to the Administrative Agent. Time is of the strictest essence.

         11) Full Force and Effect of Forbearance Agreement. Except as expressly
amended by this Amendment to Forbearance Agreement, the terms and provisions of
the Forbearance Agreement shall remain unmodified, and the terms and provisions
of the Forbearance Agreement, as amended hereby, shall remain in full force and
effect.

         12) Execution in Counterparts. This Amendment to the Forbearance
Agreement may be executed in one or more counterparts and by facsimile, each of
which shall constitute one agreement. Each party executing this Amendment to the
Forbearance Agreement represents that such party has the full authority and
legal power to do so.


                          [SIGNATURE PAGES TO FOLLOW]


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]















                                       5
<PAGE>   30



                    THIRD AMENDMENT TO FORBEARANCE AGREEMENT


         This THIRD AMENDMENT TO FORBEARANCE AGREEMENT (together with all
agreements, documents and instruments attached hereto or referred to herein as
any or all of the same may be amended, replaced or supplemented from time to
time, the "Amendment to Forbearance Agreement") is dated as of the 2nd day of
April, 2001, by and among Borrowers (as defined in the Credit Agreement, as
hereinafter defined), including, without limitation, RENT-WAY, INC., a
Pennsylvania corporation (for itself and successor by merger to Rentavision,
Inc.), as the Borrower, and RENT-WAY OF TTIG, L.P., an Indiana limited
partnership, as the Co-Borrower, each of the GUARANTORS, each of the LENDERS (as
defined in the Credit Agreement defined below), NATIONAL CITY BANK OF
PENNSYLVANIA in its capacity as administrative agent for the Lenders under the
Credit Agreement (hereinafter referred to in such capacity as the
"Administrative Agent"), BANK OF AMERICA, N.A., in its capacity as documentation
agent for the Lenders, and BANK OF MONTREAL and HARRIS TRUST AND SAVINGS BANK,
in their capacity as syndication agents.

                                R E C I T A L S:

                  A. Reference is made to that certain Forbearance Agreement
dated as of the 18th day of December, 2000, as amended by a First Amendment
thereto dated as of January 11, 2001, and a Second Amendment thereto dated as of
February 29, 2001, among Rent-Way, Inc., Rent-Way of TTIG, L.P., the Guarantors,
the Lenders, the Administrative Agent and the additional agents for the Lenders
(the "Forbearance Agreement"). Reference is also made to that certain Credit
Agreement dated as of September 23, 1999, as amended by Amendment No. 1 thereto
dated as of November 17, 1999, Amendment No. 2 thereto dated as of December 6,
1999, Amendment No. 3 thereto dated as of December 7, 1999, Amendment No. 4
thereto dated as of June 28, 2000, and Amendment No. 5 thereto dated as of
November 16, 2000, as also modified by a Waiver dated as of November 16, 2000,
and by the Forbearance Agreement (collectively, the "Credit Agreement"),

                  B. Each of the Existing Defaults listed in Section 1.C.(a)
through (d) of the Forbearance Agreement and Section 3) of both the First
Amendment and Second Amendment thereto is continuing. In addition thereto, an
additional Event of Default has occurred under the Credit Agreement by reason of
the failure of the Loan Parties to deliver the Borrower's consolidated financial
statements as of the end of each month for the month of January 31, 2001 and
February 28, 2001, as required in accordance with Section 8.3.1 of the Credit
Agreement.

                  C. The Borrower, the Co-Borrower and the Guarantors have
requested that the Administrative Agent and the Lenders enter into this
Amendment to Forbearance Agreement, and the Administrative Agent and the Lenders
are willing to enter into this Amendment to Forbearance Agreement, but only upon
the terms and conditions hereinafter set forth.


<PAGE>   31

         NOW THEREFORE in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
mutually acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

         1) Definitions. All capitalized terms used but not defined in this
Amendment to Forbearance Agreement shall have the meanings ascribed thereto in
the Forbearance Agreement.

         2) Affirmation of Recitals. The Recitals set forth above are true and
correct and are incorporated herein by reference.

         3) Acknowledgments Regarding Existing Defaults. The Borrower, the
Co-Borrower and the Guarantors acknowledge that each of the Existing Defaults is
continuing and makes and reconfirms as of the date hereof each of the other
acknowledgments in Section 4 of the Forbearance Agreement and in Section 3) of
both the First Amendment and the Second Amendment thereto. The parties to this
Amendment to Forbearance Agreement acknowledge and agree that the failure of the
Loan Parties to deliver the consolidated financial statements of the Borrower in
accordance with Section 8.3.1 of the Credit Agreement for the months ended
January 31, 2001, and February 28, 2001, shall from and after the date hereof
constitute an additional Existing Default.

         4) Amendments to Forbearance Agreement. Section 5 of the Forbearance
Agreement is hereby amended by deleting the reference to "April 2, 2001" and
replacing it with "June 7, 2001". It is understood that the effect of such
amendment is to extend the Forbearance Period under the Forbearance Agreement to
June 7, 2001, and to change the "Forbearance Date" to be June 7, 2001.

         5) Extension and Forbearance Fee. On April 3, 2001, the Borrowers shall
pay to the Agent an extension and forbearance fee in an amount equal to the
product obtained by multiplying .0015 by the sum of the Revolving Credit
Commitments of, and the principal balance outstanding on the Term Loans A and
Term Loans B as of March 23, 2001, owed to those Lenders which execute and
deliver to the Agent this Amendment to Forbearance Agreement prior to 5:00 p.m.
Pittsburgh time on March 30, 2001 (which may be sent by facsimile copy). After
receipt of such extension and forbearance fee from the Borrowers, the Agent
shall pay to those Lenders which execute and deliver to the Agent this Amendment
to Forbearance Agreement prior to 5:00 p.m. Pittsburgh time on March 30, 2001
(which may be sent by facsimile copy), an amount equal to fifteen (15) basis
points of each such Lender's Revolving Credit Commitments, Term Loan A and Term
Loan B as of March 23, 2001.

         6) Release; No Discharge. As additional consideration for the
Administrative Agent and the Lenders entering into this Amendment to Forbearance
Agreement, the Borrower, the Co-Borrower and the Guarantors each hereby fully
and unconditionally releases and forever discharges the Administrative Agent and
the Lenders, their agents, employers, directors, officers, attorneys, branches,
affiliates, subsidiaries, successors and assigns and all persons, firms,
corporations and organizations acting on any of their behalves (the "Released
Parties") of and from any and all claims, liabilities, demands, obligations,
damages,



                                       2
<PAGE>   32

losses, actions and causes of action whatsoever which the Borrower, the
Co-Borrower and the Guarantors may now have or claim to have on account of or in
any way affecting, concerning or arising out of or founded upon the Forbearance
Agreement, as amended hereby, or any or all of the Loan Documents against the
Administrative Agent, any Lender or any other Released Parties as of the date
hereof, whether presently known or unknown and of any nature and extent
whatsoever, including, without limitation, all such loss or damage of any kind
heretofore sustained or that may arise as a consequence of the dealings,
discussions or negotiations between or among the parties up to and including the
date hereof, including but not limited to, the administration or enforcement of
the Forbearance Agreement, the Loans, the Notes, the Obligations, or any of the
Loan Documents. The obligations of the Borrower, the Co-Borrower and the
Guarantors under the Loan Documents and the Forbearance Agreement, as amended
hereby, shall be absolute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, discharged or in any way
affected, except as otherwise expressly provided by the Forbearance Agreement,
as amended hereby, by:

                  (a) any exercise or nonexercise by the Administrative Agent or
any Lender of any right, remedy, power or privilege under or in respect of the
Forbearance Agreement, as amended hereby, any Loan Document, any document
relating to or evidencing any of the Administrative Agent's or the Lenders'
Liens or applicable Law, including, without limitation, any waiver, consent,
extension, indulgence or other action or inaction in respect thereof; or

                  (b) any other act or thing or omission or delay to do any
other act or thing which could operate to or as a discharge of the Borrower, the
Co-Borrower or the Guarantors as a matter of law, other than payment in full of
all Obligations including but not limited to all obligations under the Loan
Documents and the Forbearance Agreement, as amended hereby.

         7) No Defenses. Each of the Borrower, the Co-Borrower and the
Guarantors acknowledge and agrees that the Forbearance Agreement, as amended
hereby, and the other Loan Documents are valid and enforceable and that none of
them has any offsets or defenses to the enforcement of the terms and provisions
contained in any thereof.

         8) Reservation of Rights and Remedies. The Administrative Agent and the
Lenders expressly reserve any and all rights and remedies available to them or
any of them under the Forbearance Agreement, as amended hereby, the Credit
Agreement and the other Loan Documents, and any other agreement or at law or in
equity or otherwise.

         9) Miscellaneous. This Amendment to Forbearance Agreement is made for
the sole benefit and protection of the Administrative Agent, the Lenders, the
Borrower, the Co-Borrower, the Guarantors, and their respective successors and
permitted assigns. No other persons shall have any rights whatsoever hereunder.
Notices to parties hereunder may be given to them at the addresses and in the
manner provided in Section 11.6 of the Credit Agreement. If any provision of
this Amendment to Forbearance Agreement is held to be invalid or unenforceable,
the remaining provisions shall remain in effect without impairment. All
representations and warranties of the Borrower, the Co-Borrower and the
Guarantors contained



                                       3
<PAGE>   33

 herein or made in connection herewith or in connection with any Loan Document
shall survive the making of and shall not be waived by the execution and
delivery of this Amendment to Forbearance Agreement, any investigation by the
Administrative Agent or any Lender or any other event or condition whatsoever.
None of the obligations of the Borrower, the Co-Borrower and the Guarantors
shall be affected by reason of invalidity, illegality or irregularity of this
Amendment to Forbearance Agreement or any Loan Document, and except to the
extent expressly provided otherwise herein, and all obligations to make payments
to the Administrative Agent and the Lenders shall survive the termination of all
obligations of the Borrower, the Co-Borrower and the Guarantors under the
Forbearance Agreement, as amended hereby, and under the Loan Documents. Except
to the extent expressly provided otherwise, the covenants and agreements
contained in or given pursuant to the Forbearance Agreement, as amended hereby,
or under any Loan Document shall continue in force until the payment in full
and the discharge of all Obligations of the Borrower, the Co-Borrowers and the
Guarantors. Unless the context of this Amendment to Forbearance Agreement
otherwise clearly requires, references to the plural include the singular, the
singular the plural and the part the whole and "or" has the inclusive meaning
represented by the phrase "and/or". The words "hereof", "herein", "hereunder",
and similar terms in this Amendment to Forbearance Agreement refer to the
Forbearance Agreement as a whole and not to any particular provision of this
Amendment to Forbearance Agreement. The section and other headings contained in
this Amendment to Forbearance Agreement are for reference purposes only and
shall not control or affect the construction of this Amendment to Forbearance
Agreement or the interpretation thereof in any respect. Section and subsection
references are to this Amendment to Forbearance Agreement unless otherwise
specified.

         9) Construction. This Amendment to Forbearance Agreement shall not be
construed more strictly against the Administrative Agent or any Lender merely by
virtue of the fact that this Amendment to Forbearance Agreement may have been or
has been prepared by the Administrative Agent, any Lender or its counsel, it
being recognized that the Borrower, the Co-Borrower and the Guarantors have
contributed substantially and materially to the preparation of this Amendment to
Forbearance Agreement. The Borrower, the Co-Borrower and the Guarantors
acknowledge and waive any claim contesting the existence and the adequacy of the
consideration given by any of the other parties hereto for entering into this
Amendment to Forbearance Agreement. All of the Collateral shall remain in all
respects subject to the Lien of the applicable Loan Document, and nothing herein
contained and nothing done pursuant hereto shall affect the Lien of any such
Loan Document or the priority thereof, except to the extent expressly provided
otherwise under the Forbearance Agreement, as amended hereby. Nothing in this
Amendment to Forbearance Agreement shall be intended or construed to hold the
Administrative Agent or any Lender liable or responsible for any expenses,
disbursements, liability or obligation of any kind or nature whatsoever of the
Borrower, the Co-Borrower and the Guarantors.

         10) Execution and Return of Amendment to Forbearance Agreement. If this
Amendment to Forbearance Agreement has not been signed by the Borrower, the
Co-Borrower and the Guarantors and returned to the Administrative Agent by 12:00
noon Pittsburgh time on March 30, 2001, the Administrative Agent and the Lenders
shall have no obligations hereunder,



                                       4
<PAGE>   34

and this Amendment to Forbearance Agreement shall be of no force and effect.
This Amendment to the Forbearance Agreement shall be effective when it has been
signed by the Borrower, the Co-Borrower, the Guarantors and the Required Lenders
and delivered to the Administrative Agent. Time is of the strictest essence.

         11) Full Force and Effect of Forbearance Agreement. Except as expressly
amended by this Amendment to Forbearance Agreement, the terms and provisions of
the Forbearance Agreement shall remain unmodified, and the terms and provisions
of the Forbearance Agreement, as amended hereby, shall remain in full force and
effect.

         12) Execution in Counterparts. This Amendment to the Forbearance
Agreement may be executed in one or more counterparts and by facsimile, each of
which shall constitute one agreement. Each party executing this Amendment to the
Forbearance Agreement represents that such party has the full authority and
legal power to do so.


                          [SIGNATURE PAGES TO FOLLOW]



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                                       5
<PAGE>   35



                    FOURTH AMENDMENT TO FORBEARANCE AGREEMENT


         This FOURTH AMENDMENT TO FORBEARANCE AGREEMENT (together with all
agreements, documents and instruments attached hereto or referred to herein as
any or all of the same may be amended, replaced or supplemented from time to
time, the "Amendment to Forbearance Agreement") is dated as of the 25th day of
May, 2001, by and among Borrowers (as defined in the Credit Agreement, as
hereinafter defined), including, without limitation, RENT-WAY, INC., a
Pennsylvania corporation (for itself and successor by merger to Rentavision,
Inc.), as the Borrower, and RENT-WAY OF TTIG, L.P., an Indiana limited
partnership, as the Co-Borrower, each of the GUARANTORS, each of the LENDERS (as
defined in the Credit Agreement defined below), NATIONAL CITY BANK OF
PENNSYLVANIA in its capacity as administrative agent for the Lenders under the
Credit Agreement (hereinafter referred to in such capacity as the
"Administrative Agent"), BANK OF AMERICA, N.A., in its capacity as documentation
agent for the Lenders, and BANK OF MONTREAL and HARRIS TRUST AND SAVINGS BANK,
in their capacity as syndication agents.

                                R E C I T A L S:

                  A. Reference is made to that certain Forbearance Agreement
dated as of the 18th day of December, 2000, as amended by a First Amendment
thereto dated as of January 11, 2001, a Second Amendment thereto dated as of
February 29, 2001, and a Third Amendment thereto dated as of April 2, 2001,
among Rent-Way, Inc., Rent-Way of TTIG, L.P., the Guarantors, the Lenders, the
Administrative Agent and the additional agents for the Lenders (the "Forbearance
Agreement"). Reference is also made to that certain Credit Agreement dated as of
September 23, 1999, as amended by Amendment No. 1 thereto dated as of November
17, 1999, Amendment No. 2 thereto dated as of December 6, 1999, Amendment No. 3
thereto dated as of December 7, 1999, Amendment No. 4 thereto dated as of June
28, 2000, and Amendment No. 5 thereto dated as of November 16, 2000, as also
modified by a Waiver dated as of November 16, 2000, and by the Forbearance
Agreement (collectively, the "Credit Agreement"),

                  B. Pursuant to Section 10(e) of the Forbearance Agreement, a
"Termination Event" and an "Event of Funding Termination", as such terms are
defined in the Forbearance Agreement, shall occur if the independent certified
public accountants of the Loan Parties report that either: (i) the adjustment
required to be made to the unaudited consolidated financial statements of the
Borrower for the fiscal year ended September 30, 2000, results in a negative
impact to such consolidated financial statements of the Borrower in excess of
$75,000,000 on a pre-tax basis, or (ii) any material adjustment is required to
be made in any audited consolidated financial statements of the Borrower for the
fiscal year ended September 30, 1999, or any fiscal year prior thereto. Based
upon information provided by the Loan Parties to the Lenders, the independent
certified public accountants of the Loan Parties have determined that both of
the events in items (i) and (ii) above exist.

                  C. Without giving effect to the Termination Event described in
the preceding recital, the agreement of the Lenders to forbear in accordance
with the terms of the


<PAGE>   36

Forbearance Agreement, as set forth in the Third Amendment thereto dated as of
April 2, 2001, was otherwise scheduled to expire on June 7, 2001.

                  D. The Borrower, the Co-Borrower and the Guarantors have
requested that the Administrative Agent and the Lenders enter into this
Amendment to Forbearance Agreement to address the above described Termination
Event and Event of Funding Termination, and the Administrative Agent and the
Lenders are willing to enter into this Amendment to Forbearance Agreement, but
only upon the terms and conditions hereinafter set forth.

         NOW THEREFORE in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
mutually acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

         1) Definitions. All capitalized terms used but not defined in this
Amendment to Forbearance Agreement shall have the meanings ascribed thereto in
the Forbearance Agreement.

         2) Affirmation of Recitals. The Recitals set forth above are true and
correct and are incorporated herein by reference.

         3) Temporary Waiver of Certain Provisions of the Forbearance Agreement.
The Lenders hereby waive for the period commencing as of the occurrence of the
following Event of Termination and Event of Funding Termination through June 7,
2001 (the "Waiver Period") the following provisions:

                  (a) the independent certified public accountants of the Loan
Parties, or either of the professionals engaged or co-engaged by counsel to the
Administrative Agent, report either orally or in writing, or otherwise determine
that the adjustment required to be made to the unaudited consolidated financial
statements of the Borrower for the fiscal year ended September 30, 2000, results
in a negative impact to such consolidated financial statements of the Borrower
in excess of $75,000,000 on a pre-tax basis; and

                  (b) the independent certified public accountants of the Loan
Parties, or either of the professionals engaged or co-engaged by counsel to the
Administrative Agent, report either orally or in writing, or otherwise determine
that any material adjustment is required to be made in any audited consolidated
financial statements of the Borrower for the fiscal year ended September 30,
1999, or any fiscal year prior thereto.

         The above waivers are expressly limited in scope and duration and no
other waiver of any other direct or indirect Termination Event or Event of
Funding Termination is implied or granted.

         4) Extension and Waiver Fee. On May 29, 2001, the Borrowers shall pay
to the Agent an extension and waiver fee in an amount equal to the product
obtained by multiplying .00075 by the sum of the Revolving Credit Commitments
of, and the principal balance



                                       2
<PAGE>   37

outstanding on the Term Loans A and Term Loans B as of May 25, 2001, owed to
those Lenders which execute and deliver to the Agent this Amendment to
Forbearance Agreement prior to 5:00 p.m. Pittsburgh time on May 25, 2001 (which
may be sent by facsimile copy). After receipt of such extension and waiver fee
from the Borrowers, the Agent shall pay to those Lenders which execute and
deliver to the Agent this Amendment to Forbearance Agreement prior to 5:00 p.m.
Pittsburgh time on May 25, 2001 (which may be sent by facsimile copy), an amount
equal to seven and one-half (7-1/2) basis points of each such Lender's Revolving
Credit Commitments, Term Loan A and Term Loan B as of May 25, 2001.

         5) Release; No Discharge. As additional consideration for the
Administrative Agent and the Lenders entering into this Amendment to Forbearance
Agreement, the Borrower, the Co-Borrower and the Guarantors each hereby fully
and unconditionally releases and forever discharges the Administrative Agent and
the Lenders, their agents, employers, directors, officers, attorneys, branches,
affiliates, subsidiaries, successors and assigns and all persons, firms,
corporations and organizations acting on any of their behalves (the "Released
Parties") of and from any and all claims, liabilities, demands, obligations,
damages, losses, actions and causes of action whatsoever which the Borrower, the
Co-Borrower and the Guarantors may now have or claim to have on account of or in
any way affecting, concerning or arising out of or founded upon the Forbearance
Agreement, as amended hereby, or any or all of the Loan Documents against the
Administrative Agent, any Lender or any other Released Parties as of the date
hereof, whether presently known or unknown and of any nature and extent
whatsoever, including, without limitation, all such loss or damage of any kind
heretofore sustained or that may arise as a consequence of the dealings,
discussions or negotiations between or among the parties up to and including the
date hereof, including but not limited to, the administration or enforcement of
the Forbearance Agreement, the Loans, the Notes, the Obligations, or any of the
Loan Documents. The obligations of the Borrower, the Co-Borrower and the
Guarantors under the Loan Documents and the Forbearance Agreement, as amended
hereby, shall be absolute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, discharged or in any way
affected, except as otherwise expressly provided by the Forbearance Agreement,
as amended hereby, by:

                  (a) any exercise or nonexercise by the Administrative Agent or
any Lender of any right, remedy, power or privilege under or in respect of the
Forbearance Agreement, as amended hereby, any Loan Document, any document
relating to or evidencing any of the Administrative Agent's or the Lenders'
Liens or applicable Law, including, without limitation, any waiver, consent,
extension, indulgence or other action or inaction in respect thereof; or

                  (b) any other act or thing or omission or delay to do any
other act or thing which could operate to or as a discharge of the Borrower, the
Co-Borrower or the Guarantors as a matter of law, other than payment in full of
all Obligations including but not limited to all obligations under the Loan
Documents and the Forbearance Agreement, as amended hereby.

         6) No Defenses. Each of the Borrower, the Co-Borrower and the
Guarantors acknowledge and agrees that the Forbearance Agreement, as amended
hereby, and the other Loan



                                       3
<PAGE>   38

Documents are valid and enforceable and that none of them has any offsets or
defenses to the enforcement of the terms and provisions contained in any
thereof.

         7) Reservation of Rights and Remedies. The Administrative Agent and the
Lenders expressly reserve any and all rights and remedies available to them or
any of them under the Forbearance Agreement, as amended hereby, the Credit
Agreement and the other Loan Documents, and any other agreement or at law or in
equity or otherwise.

         8) Miscellaneous. This Amendment to Forbearance Agreement is made for
the sole benefit and protection of the Administrative Agent, the Lenders, the
Borrower, the Co-Borrower, the Guarantors, and their respective successors and
permitted assigns. No other persons shall have any rights whatsoever hereunder.
Notices to parties hereunder may be given to them at the addresses and in the
manner provided in Section 11.6 of the Credit Agreement. If any provision of
this Amendment to Forbearance Agreement is held to be invalid or unenforceable,
the remaining provisions shall remain in effect without impairment. All
representations and warranties of the Borrower, the Co-Borrower and the
Guarantors contained herein or made in connection herewith or in connection with
any Loan Document shall survive the making of and shall not be waived by the
execution and delivery of this Amendment to Forbearance Agreement, any
investigation by the Administrative Agent or any Lender or any other event or
condition whatsoever. None of the obligations of the Borrower, the Co-Borrower
and the Guarantors shall be affected by reason of invalidity, illegality or
irregularity of this Amendment to Forbearance Agreement or any Loan Document,
and except to the extent expressly provided otherwise herein, and all
obligations to make payments to the Administrative Agent and the Lenders shall
survive the termination of all obligations of the Borrower, the Co-Borrower and
the Guarantors under the Forbearance Agreement, as amended hereby, and under the
Loan Documents. Except to the extent expressly provided otherwise, the covenants
and agreements contained in or given pursuant to the Forbearance Agreement, as
amended hereby, or under any Loan Document shall continue in force until the
payment in full and the discharge of all Obligations of the Borrower, the
Co-Borrowers and the Guarantors. Unless the context of this Amendment to
Forbearance Agreement otherwise clearly requires, references to the plural
include the singular, the singular the plural and the part the whole and "or"
has the inclusive meaning represented by the phrase "and/or". The words
"hereof", "herein", "hereunder", and similar terms in this Amendment to
Forbearance Agreement refer to the Forbearance Agreement as a whole and not to
any particular provision of this Amendment to Forbearance Agreement. The section
and other headings contained in this Amendment to Forbearance Agreement are for
reference purposes only and shall not control or affect the construction of this
Amendment to Forbearance Agreement or the interpretation thereof in any respect.
Section and subsection references are to this Amendment to Forbearance Agreement
unless otherwise specified.

         9) Construction. This Amendment to Forbearance Agreement shall not be
construed more strictly against the Administrative Agent or any Lender merely by
virtue of the fact that this Amendment to Forbearance Agreement may have been or
has been prepared by the Administrative Agent, any Lender or its counsel, it
being recognized that the Borrower, the Co-Borrower and the Guarantors have
contributed substantially and materially to the preparation of



                                       4
<PAGE>   39

this Amendment to Forbearance Agreement. The Borrower, the Co-Borrower and the
Guarantors acknowledge and waive any claim contesting the existence and the
adequacy of the consideration given by any of the other parties hereto for
entering into this Amendment to Forbearance Agreement. All of the Collateral
shall remain in all respects subject to the Lien of the applicable Loan
Document, and nothing herein contained and nothing done pursuant hereto shall
affect the Lien of any such Loan Document or the priority thereof, except to the
extent expressly provided otherwise under the Forbearance Agreement, as amended
hereby. Nothing in this Amendment to Forbearance Agreement shall be intended or
construed to hold the Administrative Agent or any Lender liable or responsible
for any expenses, disbursements, liability or obligation of any kind or nature
whatsoever of the Borrower, the Co-Borrower and the Guarantors.

         10) Execution and Return of Amendment to Forbearance Agreement. If this
Amendment to Forbearance Agreement has not been signed by the Borrower, the
Co-Borrower and the Guarantors and returned to the Administrative Agent by 5:00
p.m. Pittsburgh time on May 25, 2001, the Administrative Agent and the Lenders
shall have no obligations hereunder, and this Amendment to Forbearance Agreement
shall be of no force and effect. This Amendment to the Forbearance Agreement
shall be effective when it has been signed by the Borrower, the Co-Borrower, the
Guarantors and the Required Lenders and delivered to the Administrative Agent.
Time is of the strictest essence.

         11) Full Force and Effect of Forbearance Agreement. Except as expressly
amended by this Amendment to Forbearance Agreement, the terms and provisions of
the Forbearance Agreement shall remain unmodified, and the terms and provisions
of the Forbearance Agreement, as amended hereby, shall remain in full force and
effect.

         12) Execution in Counterparts. This Amendment to the Forbearance
Agreement may be executed in one or more counterparts and by facsimile, each of
which shall constitute one agreement. Each party executing this Amendment to the
Forbearance Agreement represents that such party has the full authority and
legal power to do so.


                          [SIGNATURE PAGES TO FOLLOW]


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                                       5
<PAGE>   40


                    FIFTH AMENDMENT TO FORBEARANCE AGREEMENT


         This FIFTH AMENDMENT TO FORBEARANCE AGREEMENT (together with all
agreements, documents and instruments attached hereto or referred to herein as
any or all of the same may be amended, replaced or supplemented from time to
time, the "Amendment to Forbearance Agreement") is dated as of the 7th day of
June, 2001, by and among Borrowers (as defined in the Credit Agreement, as
hereinafter defined), including, without limitation, RENT-WAY, INC., a
Pennsylvania corporation (for itself and successor by merger to Rentavision,
Inc.), as the Borrower, and RENT-WAY OF TTIG, L.P., an Indiana limited
partnership, as the Co-Borrower, each of the GUARANTORS, each of the LENDERS (as
defined in the Credit Agreement defined below), NATIONAL CITY BANK OF
PENNSYLVANIA in its capacity as administrative agent for the Lenders under the
Credit Agreement (hereinafter referred to in such capacity as the
"Administrative Agent"), BANK OF AMERICA, N.A., in its capacity as documentation
agent for the Lenders, and BANK OF MONTREAL and HARRIS TRUST AND SAVINGS BANK,
in their capacity as syndication agents.

                                R E C I T A L S:

         A. Reference is made to that certain Forbearance Agreement dated as of
the 18th day of December, 2000, as amended by a First Amendment thereto dated as
of January 11, 2001, a Second Amendment thereto dated as of February 29, 2001, a
Third Amendment thereto dated as of April 2, 2001, and a Fourth Amendment
thereto dated as of May 25, 2001, among Rent-Way, Inc., Rent-Way of TTIG, L.P.,
the Guarantors, the Lenders, the Administrative Agent and the additional agents
for the Lenders (the "Forbearance Agreement"). Reference is also made to that
certain Credit Agreement dated as of September 23, 1999, as amended by Amendment
No. 1 thereto dated as of November 17, 1999, Amendment No. 2 thereto dated as of
December 6, 1999, Amendment No. 3 thereto dated as of December 7, 1999,
Amendment No. 4 thereto dated as of June 28, 2000, and Amendment No. 5 thereto
dated as of November 16, 2000, as also modified by a Waiver dated as of November
16, 2000, and by the Forbearance Agreement (collectively, the "Credit
Agreement"),

         B. Each of the Existing Defaults listed in Section 1.C.(a) through (d)
of the Forbearance Agreement and Section 3) of the First, Second and Third
Amendments and the Termination Event set forth in Recital B of the Fourth
Amendment are continuing. In addition thereto, an additional Event of Default
has occurred under the Credit Agreement by reason of the failure of the Loan
Parties to deliver the Borrower's consolidated financial statements as of the
end of each month for the months of March 31, 2001 and April 30, 2001, as
required in accordance with Section 8.3.1 of the Credit Agreement, and as of the
end of the fiscal quarter ended March 31, 2001, as required in accordance with
Section 8.3.2 of the Credit Agreement.

         C. The Borrower, the Co-Borrower and the Guarantors have requested that
the Administrative Agent and the Lenders enter into this Amendment to
Forbearance Agreement, and the Administrative Agent and the Lenders are willing
to enter into this

<PAGE>   41


Amendment to Forbearance Agreement, but only upon the terms and conditions
hereinafter set forth.

                  NOW THEREFORE in consideration of the above recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby mutually acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:

                  1) Definitions. All capitalized terms used but not defined in
this Amendment to Forbearance Agreement shall have the meanings ascribed thereto
in the Forbearance Agreement.

                  2) Affirmation of Recitals. The Recitals set forth above are
true and correct and are incorporated herein by reference.

                  3) Acknowledgments Regarding Existing Defaults. The Borrower,
the Co-Borrower and the Guarantors acknowledge that each of the Existing
Defaults is continuing and makes and reconfirms as of the date hereof each of
the other acknowledgments in Section 4 of the Forbearance Agreement and in
Section 3) of both the First Amendment, the Second Amendment and the Third
Amendment thereto, as well as the Termination Event set forth in Recital B of
the Fourth Amendment thereto. The parties to this Amendment to Forbearance
Agreement acknowledge and agree that the Existing Defaults and the Termination
Event described above, as well as the failure of the Loan Parties to deliver the
consolidated financial statements of the Borrower in accordance with Section
8.3.1 and 8.3.2 of the Credit Agreement for the months ended March 31, 2001, and
April 30, 2001, and the fiscal quarter ended March 31, 2001, shall from and
after the date hereof constitute additional Existing Defaults.

                  4) Amendment to Forbearance Agreement. Section 5 of the
Forbearance Agreement is hereby amended by deleting the reference to "June 7,
2001" and replacing it with "July 31, 2001". It is understood that the effect of
such amendment is to extend the Forbearance Period under the Forbearance
Agreement to July 31, 2001, and to change the "Forbearance Date" to be July 31,
2001.

                  5) Extension and Forbearance Fee. On June 8, 2001, the
Borrowers shall pay to the Agent an extension and forbearance fee in an amount
equal to the product obtained by multiplying .0015 by the sum of the Revolving
Credit Commitments of, and the principal balance outstanding on the Term Loans A
and Term Loans B as of June 7, 2001, owed to those Lenders which execute and
deliver to the Agent this Amendment to Forbearance Agreement prior to 12:00 noon
Pittsburgh time on June 7, 2001 (which may be sent by facsimile copy). After
receipt of such extension and forbearance fee from the Borrowers, the Agent
shall pay to those Lenders which execute and deliver to the Agent this Amendment
to Forbearance Agreement prior to 12:00 noon Pittsburgh time on June 7, 2001
(which may be sent by facsimile copy), an amount equal to fifteen (15) basis
points of each such Lender's Revolving Credit Commitments, Term Loan A and Term
Loan B as of June 7, 2001.

                  6) Release; No Discharge. As additional consideration for the
Administrative Agent and the Lenders entering into this Amendment to Forbearance
Agreement,



                                       2
<PAGE>   42

the Borrower, the Co-Borrower and the Guarantors each hereby fully and
unconditionally releases and forever discharges the Administrative Agent and the
Lenders, their agents, employers, directors, officers, attorneys, branches,
affiliates, subsidiaries, successors and assigns and all persons, firms,
corporations and organizations acting on any of their behalves (the "Released
Parties") of and from any and all claims, liabilities, demands, obligations,
damages, losses, actions and causes of action whatsoever which the Borrower, the
Co-Borrower and the Guarantors may now have or claim to have on account of or in
any way affecting, concerning or arising out of or founded upon the Forbearance
Agreement, as amended hereby, or any or all of the Loan Documents against the
Administrative Agent, any Lender or any other Released Parties as of the date
hereof, whether presently known or unknown and of any nature and extent
whatsoever, including, without limitation, all such loss or damage of any kind
heretofore sustained or that may arise as a consequence of the dealings,
discussions or negotiations between or among the parties up to and including the
date hereof, including but not limited to, the administration or enforcement of
the Forbearance Agreement, the Loans, the Notes, the Obligations, or any of the
Loan Documents. The obligations of the Borrower, the Co-Borrower and the
Guarantors under the Loan Documents and the Forbearance Agreement, as amended
hereby, shall be absolute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, discharged or in any way
affected, except as otherwise expressly provided by the Forbearance Agreement,
as amended hereby, by:

                           (a) any exercise or nonexercise by the Administrative
Agent or any Lender of any right, remedy, power or privilege under or in respect
of the Forbearance Agreement, as amended hereby, any Loan Document, any document
relating to or evidencing any of the Administrative Agent's or the Lenders'
Liens or applicable Law, including, without limitation, any waiver, consent,
extension, indulgence or other action or inaction in respect thereof; or

                           (b) any other act or thing or omission or delay to
do any other act or thing which could operate to or as a discharge of the
Borrower, the Co-Borrower or the Guarantors as a matter of law, other than
payment in full of all Obligations including but not limited to all obligations
under the Loan Documents and the Forbearance Agreement, as amended hereby.

                  7) No Defenses. Each of the Borrower, the Co-Borrower and the
Guarantors acknowledge and agrees that the Forbearance Agreement, as amended
hereby, and the other Loan Documents are valid and enforceable and that none of
them has any offsets or defenses to the enforcement of the terms and provisions
contained in any thereof.

                  8) Reservation of Rights and Remedies. The Administrative
Agent and the Lenders expressly reserve any and all rights and remedies
available to them or any of them under the Forbearance Agreement, as amended
hereby, the Credit Agreement and the other Loan Documents, and any other
agreement or at law or in equity or otherwise.

                  9) Miscellaneous. This Amendment to Forbearance Agreement is
made for the sole benefit and protection of the Administrative Agent, the
Lenders, the Borrower, the Co-Borrower, the Guarantors, and their respective
successors and permitted assigns. No other

                                       3
<PAGE>   43

persons shall have any rights whatsoever hereunder. Notices to parties hereunder
may be given to them at the addresses and in the manner provided in Section 11.6
of the Credit Agreement. If any provision of this Amendment to Forbearance
Agreement is held to be invalid or unenforceable, the remaining provisions shall
remain in effect without impairment. All representations and warranties of the
Borrower, the Co-Borrower and the Guarantors contained herein or made in
connection herewith or in connection with any Loan Document shall survive the
making of and shall not be waived by the execution and delivery of this
Amendment to Forbearance Agreement, any investigation by the Administrative
Agent or any Lender or any other event or condition whatsoever. None of the
obligations of the Borrower, the Co-Borrower and the Guarantors shall be
affected by reason of invalidity, illegality or irregularity of this Amendment
to Forbearance Agreement or any Loan Document, and except to the extent
expressly provided otherwise herein, and all obligations to make payments to the
Administrative Agent and the Lenders shall survive the termination of all
obligations of the Borrower, the Co-Borrower and the Guarantors under the
Forbearance Agreement, as amended hereby, and under the Loan Documents. Except
to the extent expressly provided otherwise, the covenants and agreements
contained in or given pursuant to the Forbearance Agreement, as amended hereby,
or under any Loan Document shall continue in force until the payment in full and
the discharge of all Obligations of the Borrower, the Co-Borrowers and the
Guarantors. Unless the context of this Amendment to Forbearance Agreement
otherwise clearly requires, references to the plural include the singular, the
singular the plural and the part the whole and "or" has the inclusive meaning
represented by the phrase "and/or". The words "hereof", "herein", "hereunder",
and similar terms in this Amendment to Forbearance Agreement refer to the
Forbearance Agreement as a whole and not to any particular provision of this
Amendment to Forbearance Agreement. The section and other headings contained in
this Amendment to Forbearance Agreement are for reference purposes only and
shall not control or affect the construction of this Amendment to Forbearance
Agreement or the interpretation thereof in any respect. Section and subsection
references are to this Amendment to Forbearance Agreement unless otherwise
specified.

                  10) Construction. This Amendment to Forbearance Agreement
shall not be construed more strictly against the Administrative Agent or any
Lender merely by virtue of the fact that this Amendment to Forbearance Agreement
may have been or has been prepared by the Administrative Agent, any Lender or
its counsel, it being recognized that the Borrower, the Co-Borrower and the
Guarantors have contributed substantially and materially to the preparation of
this Amendment to Forbearance Agreement. The Borrower, the Co-Borrower and the
Guarantors acknowledge and waive any claim contesting the existence and the
adequacy of the consideration given by any of the other parties hereto for
entering into this Amendment to Forbearance Agreement. All of the Collateral
shall remain in all respects subject to the Lien of the applicable Loan
Document, and nothing herein contained and nothing done pursuant hereto shall
affect the Lien of any such Loan Document or the priority thereof, except to the
extent expressly provided otherwise under the Forbearance Agreement, as amended
hereby. Nothing in this Amendment to Forbearance Agreement shall be intended or
construed to hold the Administrative Agent or any Lender liable or responsible
for any expenses, disbursements, liability or obligation of any kind or nature
whatsoever of the Borrower, the Co-Borrower and the Guarantors.



                                       4
<PAGE>   44

                  11) Execution and Return of Amendment to Forbearance
Agreement. If this Amendment to Forbearance Agreement has not been signed by the
Borrower, the Co-Borrower and the Guarantors and returned to the Administrative
Agent by 12:00 noon Pittsburgh time on June 7, 2001, the Administrative Agent
and the Lenders shall have no obligations hereunder, and this Amendment to
Forbearance Agreement shall be of no force and effect. This Amendment to the
Forbearance Agreement shall be effective when it has been signed by the
Borrower, the Co-Borrower, the Guarantors and the Required Lenders and delivered
to the Administrative Agent. Time is of the strictest essence.

                  12) Full Force and Effect of Forbearance Agreement. Except as
expressly amended by this Amendment to Forbearance Agreement, the terms and
provisions of the Forbearance Agreement shall remain unmodified, and the terms
and provisions of the Forbearance Agreement, as amended hereby, shall remain in
full force and effect.

                  13) Execution in Counterparts. This Amendment to the
Forbearance Agreement may be executed in one or more counterparts and by
facsimile, each of which shall constitute one agreement. Each party executing
this Amendment to the Forbearance Agreement represents that such party has the
full authority and legal power to do so.


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                                       5