<PAGE>   1

                                                                    Exhibit 10.1

                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT is dated as of February 5,
1998 (the "Second Amendment") and is made by and among RENT-WAY, INC., a
Pennsylvania corporation (the "Borrower"), each of the GUARANTORS, each of the
BANKS (as defined in the Credit Agreement defined below), NATIONAL CITY BANK OF
PENNSYLVANIA in its capacity as syndication agent and administrative agent for
the Banks under the Credit Agreement (hereinafter referred to in such capacity
as the "Agent"), and NATIONSBANK, N.A., in its capacity as documentation agent
for the Banks.

                                   WITNESSETH:

         WHEREAS, the Borrower, the Guarantors, the Banks and the Agent entered
into that certain Credit Agreement dated as of November 22, 1996, as amended by
a First Amendment to Credit Agreement dated as of January 31, 1997 (the Credit
Agreement and the First Amendment thereto being as hereafter amended, the
"Credit Agreement");

         WHEREAS, defined terms used herein shall have the meanings given to
them in the Credit Agreement as such Credit Agreement shall be amended hereby on
the Second Amendment Effective Date;

         WHEREAS, the Borrower has entered into the Ace Acquisition Agreement,
pursuant to which Borrower purchased on January 7, 1998, substantially all the
assets of SCRI, Paradise Valley and L & B Rents;

         WHEREAS, the Borrower has entered into the Champion Acquisition
Agreement, pursuant to which the Borrower proposes to purchase on the closing
date specified therein all of the issued and outstanding shares of the stock of
Champion;

         WHEREAS, in connection with the Champion Acquisition Agreement, the
Borrower has requested the increase of the amount of Commitments from
$40,000,000 to $120,000,000 in order to finance a portion of the purchase price
of such acquisition and to provide for working capital for the Borrower and its
Subsidiaries;

         WHEREAS, the parties hereto desire to amend the Credit Agreement to
acknowledge that the Ace Acquisition and the Champion Acquisition are Permitted
Acquisitions, and subject to the terms and conditions hereof, to increase the
amount of the Commitments and to make certain other changes to the Credit
Agreement as more fully provided herein.

         1. NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

         2. Amendments to Credit Agreement. The Credit Agreement is amended as
set forth below effective on the date set forth in Section 6 hereof:



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     (a) Amended and Restated Definitions (Section 1.1). Each of the
following definitions now contained in Section 1.1 of the Credit Agreement is
hereby amended and restated to read as set forth below:

         "Applicable Margin shall mean, as applicable:

         (A) the percentage spread set forth on the pricing grid attached 
hereto as Schedule 1.1(A) to be added to the Base Rate under the Base Rate
Option based upon the ratio of (i) the sum of Consolidated Funded Debt plus
three times the Occupancy Expense, as measured at the end of each fiscal quarter
of the Borrower for the four quarters then ended, to (ii) Consolidated Cash Flow
from Operations plus Occupancy Expense, as measured at the end of each fiscal
quarter of the Borrower for the four quarters then ended. For purposes of this
ratio, Consolidated Cash Flow from Operations and Occupancy Expense shall be
calculated based upon the fiscal quarter ended March 31, 1998, multiplied by
four (for the fiscal quarter ended March 31, 1998); the fiscal quarters ended
March 31, 1998 and June 30, 1998, multiplied by two (for the fiscal quarter
ended June 30, 1998); the fiscal quarters ended March 31, 1998, June 30, 1998,
and September 30, 1998, multiplied by one and one-third (for the fiscal quarter
ended September 30, 1998); and thereafter, for the four fiscal quarters of the
Borrower then ended (for the fiscal quarter ended December 31, 1998 and
thereafter).

         (B) the percentage spread set forth on the pricing grid attached hereto
as Schedule 1.1(A) to be added to the Euro-Rate under the Euro-Rate Option based
upon the ratio of (i) the sum of Consolidated Funded Debt plus three times the
Occupancy Expense, as measured at the end of each fiscal quarter of the Borrower
for the four quarters then ended, to (ii) Consolidated Cash Flow from Operations
plus the Occupancy Expense, as measured at the end of each fiscal quarter of the
Borrower for the four quarters then ended. For purposes of this ratio,
Consolidated Cash Flow from Operations and Occupancy Expense shall be calculated
based upon the fiscal quarter ended March 31, 1998, multiplied by four (for the
fiscal quarter ended March 31, 1998); the fiscal quarters ended March 31, 1998
and June 30, 1998, multiplied by two (for the fiscal quarter ended June 30,
1998); the fiscal quarters ended March 31, 1998, June 30, 1998, and September
30, 1998, multiplied by one and one-third (for the fiscal quarter ended
September 30, 1998); and thereafter, for the four fiscal quarters of the
Borrower then ended (for the fiscal quarter ended December 31, 1998 and
thereafter).

The Applicable Margin initially shall be set at Level I of the pricing grid
attached hereto as Schedule 1.1(A). Thereafter, the Applicable Margin shall be
calculated at the time of delivery of the financial statements and compliance
certificates provided pursuant to Sections 8.3.2 and 8.3.3. Any change in the
Applicable Margin shall become effective as of the first day of the fiscal
quarter following the fiscal quarter upon which the change is based.

         Base Net Worth shall mean the sum of 90% of the Consolidated Tangible
Net Worth as of September 30, 1997, plus the amounts set forth in (i), (ii) and
(iii) below which occur during the period from October 1, 1997, through the date
of determination: (i) 75% of consolidated net income without regard to
extraordinary items of gain or loss of the Borrower and its Subsidiaries for
each fiscal year in which net income was earned (as opposed to a net 





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loss), (ii) 90% of any increase in the Consolidated Tangible Net Worth resulting
from a Permitted Acquisition, and (iii) 90% of the amount of the net proceeds
received by the Loan Parties from any offering consummated with respect to
equity securities of the Borrower.

         Consolidated Adjusted Cash Flow from Operations for any period of
determination shall mean (i) the sum of net income, amortization, interest
expense and income tax expense minus (ii) non-cash credits to net income, in
each case of the Borrower and its Subsidiaries for such period determined and
consolidated in accordance with GAAP. If the Borrower or any Loan Party shall
have made one or more Permitted Acquisitions as permitted under Section 8.2.6(2)
during the period of determination, Consolidated Adjusted Cash Flow from
Operations for such period shall be adjusted on a pro forma basis reasonably
acceptable to the Agent and based upon the historical financial statements
reasonably acceptable to the Agent of the Person or assets acquired to give
effect to such Permitted Acquisitions as if they had occurred at the beginning
of such period. The pro forma adjustment shall include any income or loss
attributable to the ownership interests or assets purchased, excluding in the
case of a stock acquisition of the Person acquired any income on the historical
financial statements attributable to stock or asset dispositions made prior to
the time of the Permitted Acquisition. The pro forma adjustment shall exclude
any income on the historical financial statements attributable to stock or
assets acquired under the Permitted Acquisition which the Borrower or the Loan
Party contemplate disposing of following the Permitted Acquisition. The pro
forma adjustment shall not include any projected cost savings, cost reductions
or similar synergistic adjustments forecasted by the Borrower based upon the
Permitted Acquisition.

         Consolidated Cash Flow from Operations for any period of determination
shall mean (i) the sum of net income, depreciation, amortization, other non-cash
charges to net income (excluding depreciation of Rental Merchandise), interest
expense and income tax expense minus (ii) non-cash credits to net income, in
each case of the Borrower and its Subsidiaries for such period determined and
consolidated in accordance with GAAP. If the Borrower or any Loan Party shall
have made one or more Permitted Acquisitions as permitted under Section 8.2.6(2)
during the period of determination, Consolidated Cash Flow from Operations for
such period shall be adjusted on a pro forma basis reasonably acceptable to the
Agent and based upon the historical financial statements reasonably acceptable
to the Agent of the Person or assets acquired to give effect to such Permitted
Acquisitions as if they had occurred at the beginning of such period. The pro
forma adjustment shall include any income or loss attributable to the ownership
interests or assets purchased, excluding in the case of a stock acquisition of
the Person acquired any income on the historical financial statements
attributable to stock or asset dispositions made prior to the time of the
Permitted Acquisition. The pro forma adjustment shall exclude any income on the
historical financial statements attributable to stock or assets acquired under
the Permitted Acquisition which the Borrower or the Loan Party contemplate
disposing of following the Permitted Acquisition. The pro forma adjustment shall
not include any projected cost savings, cost reductions or similar synergistic
adjustments forecasted by the Borrower based upon the Permitted Acquisition.

         Expiration Date shall mean, with respect to the Commitments, 
February 5, 2001.



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         Landlord's Waiver shall mean a Landlord's Waiver in the form or forms
from time to time approved by the Agent in its sole discretion.

         Loan Documents shall mean this Credit Agreement, the Agent's Letter,
the Collateral Assignment, the Guaranty Agreement, the Indemnity Agreement, the
Intercompany Subordination Agreement, the Mortgage, the Notes, the Patent,
Trademark and Copyright Assignment, the Pledge Agreement, the Security
Agreement, the First Amendment, the Second Amendment and any other instruments,
certificates or documents delivered or contemplated to be delivered hereunder,
thereunder or under the Second Amendment or in connection herewith or therewith,
as the same may be supplemented or amended from time to time in accordance
herewith or therewith, and Loan Document shall mean any of the Loan Documents.

         Occupancy Expense for any period of determination shall mean the
consolidated rental expense under operating leases for the retail store sites
(including common area maintenance charges, taxes and other amounts payable
under lease agreements) of the Borrower and its Subsidiaries as lessees,
determined and consolidated in accordance with GAAP. If the Borrower or any Loan
Party shall have made one or more Permitted Acquisitions as permitted under
Section 8.2.6(2) during the period of determination, the Occupancy Expense for
such period shall be adjusted on a pro forma basis acceptable to the Agent and
based upon the historical financial statements of the Person or assets acquired
to give effect to such Permitted Acquisitions as if they had occurred at the
beginning of such period.

         Syndications Period shall mean the period from the Second Amendment
Effective Date to the date which is the earlier of (i) the date the Commitments
of the Banks equal $120,000,000 or such lesser amount as the Borrower shall
elect, or (ii) 120 days after the Second Amendment Effective Date."

     (b) New Definitions (Section 1.1). The following new definitions are 
hereby added to Section 1.1 of the Credit Agreement in alphabetical order:

         "Ace Entities shall mean collectively, SCRI, Paradise Valley and L & B
Rents, substantially all of the assets of which were acquired by the Borrower on
January 7, 1998 pursuant to the Ace Acquisition Agreement.

         Ace Acquisition shall mean the acquisition by Borrower of substantially
all the assets of the Ace Entities pursuant to the Ace Acquisition Agreement and
the other transactions effected pursuant to or contemplated by the Ace
Acquisition Agreement.

         Ace Acquisition Agreement shall mean that certain Asset Purchase
Agreement, dated November 21, 1997, by and among the Borrower, SCRI, Paradise
Valley, L & B Rents and James S. Archer, as amended from time to time.

         Champion shall mean Champion Rentals, Inc., a Florida corporation, the
stock of which is to be acquired by the Borrower on the Second Amendment
Effective Date pursuant to the Champion Acquisition Agreement.




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<PAGE>   5



         Champion Acquisition shall mean the acquisition by Borrower of all the
outstanding capital stock of Champion to be consummated on the Second Amendment
Effective Date pursuant to the Champion Acquisition Agreement and the other
transactions to be effected pursuant to or contemplated by the Champion
Acquisition Agreement.

         Champion Acquisition Agreement shall mean that certain Stock Purchase
Agreement, dated as of January 30, 1998, by and among the Borrower, Champion,
Bill C. Ogle, Sr. and the other shareholders of Champion, as amended from time
to time.

         Fixed Charge Coverage Ratio shall mean, for any period of
determination, the ratio of (i) Consolidated Cash Flow from Operations plus
Occupancy Expense plus Rental Merchandise depreciation minus total capital
expenditures (including capitalized leases) to (ii) Fixed Charges, in each case
of the Borrower and its Subsidiaries for such period determined and consolidated
in accordance with GAAP.

         Fixed Charges shall mean, for any period of determination, the sum of
interest expense, income taxes, Occupancy Expense and the current portion of
long term Indebtedness (including capitalized leases), in each case of the
Borrower and its Subsidiaries for such period determined and consolidated in
accordance with GAAP.

         L & B Rents shall mean L & B Rents, Inc., a Georgia corporation.

         Paradise Valley shall mean Paradise Valley Holdings, Inc., a Georgia
corporation.

         Restrictive Ace Leases shall mean the leases set forth on Schedule
6.1.13 which relate to the leases acquired by the Borrower in the Ace
Acquisition which prohibit a transfer of the leasehold interest of the
applicable Ace Entity without the consent of the landlord.

         Restrictive Champion Leases shall have meaning given to such term in
the Section 2 of this Second Amendment.

         SCRI shall mean South Carolina Rentals, Inc., a Georgia corporation.

         Second Amendment shall mean this Second Amendment to Credit Agreement,
dated as of February 5, 1998, as the same may be supplemented or amended from
time to time, including all schedules and exhibits thereto.

         Second Amendment Effective Date shall have the meaning given to such
term in Section 6 of this Second Amendment."

     (c) Obsolete Definitions (Section 1.1). The following definitions are
hereby deleted in Section 1.1 of the Credit Agreement and shall be of no force
or effect with respect to the terms of the Credit Agreement: "Average Monthly
Revenue, Borrowing Base and Borrowing Base Certificate".



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     (d) Revolving Credit Commitments. Section 2.1 of the Credit Agreement is 
hereby amended and restated to read as follows:

         "2.1 Revolving Credit Commitments. Subject to the terms and conditions
hereof and relying upon the representations and warranties herein set forth,
each Bank severally agrees to make Loans to the Borrower at any time or from
time to time on or after the date hereof prior to the Expiration Date provided
that after giving effect to such Loan (i) the aggregate amount of Loans from
such Bank shall not exceed such Bank's Commitment minus such Bank's Ratable
Share of the Letters of Credit Outstanding and (ii) after giving effect to the
Loans, the Borrower shall not be in default of the covenants set forth in
Sections 8.2.16 or 8.2.17 of this Agreement, as evidenced by the Borrower
pursuant to the Loan Request delivered pursuant to Section 2.5 hereof. Within
such limits of time and amount and subject to the other provisions of this
Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section
2.1, provided, however, until the Agent has received the financial statements
required under Section 8.3.2, along with the certificate of the Borrower
required in Section 8.3.4 for the quarter ended March 31, 1998, the Loans
outstanding hereunder shall not exceed $102,000,000."

     (e) Revolving Credit Facility Fee.  Section 2.4 of the Credit Agreement is
hereby amended and restated to read as follows:

         "2.4 Revolving Credit Facility Fee. The Borrower agrees to pay to the
Agent for the account of each Bank, as consideration for such Bank's Commitment,
a nonrefundable Facility Fee equal to (i) one-eighth percent (1/8%) of such
Bank's Commitment which existed prior to the execution and delivery of the
Second Amendment by the parties thereto, plus (ii) one-fourth percent (1/4%) of
such Bank's Commitment in excess of its Commitment prior to the execution and
delivery of the Second Amendment, such Facility Fee to be paid on the Second
Amendment Effective Date. If such Bank is not a party to this Agreement on the
Second Amendment Effective Date and provides its Commitment during the
Syndications Period in connection with an increase in the aggregate Commitments
of all the Banks, such Bank's Facility Fee shall be paid at the time such Bank
joins in this Agreement."

     (f) Revolving Credit Loan Requests. Section 2.5 of the Credit Agreement
is hereby amended and restated to read as follows:

         "2.5 Revolving Credit Loan Requests. Except as otherwise provided
herein, the Borrower may from time to time prior to the Expiration Date request
the Banks to make Loans, or renew or convert the Interest Rate Option applicable
to existing Loans pursuant to Section 4.2, by delivering to the Agent, not later
than 10:00 a.m., Pittsburgh time, (i) three (3) Business Days prior to the
proposed Borrowing Date with respect to the making of Loans to which the
Euro-Rate Option applies or the conversion to or the renewal of the Euro-Rate
Option for any Loans; and (ii) one (1) Business Day prior to either the proposed
Borrowing Date with respect to the making of a Loan to which the Base Rate
Option applies or the last day of the preceding Interest Period with respect to
the conversion to the Base Rate Option for any Loan, of a duly completed request
therefor substantially in the form of Exhibit 2.5 (each a "Loan Request"), which
includes a representation that the Borrower is in compliance with Sections




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8.2.16 and 8.2.17 after giving effect to the Loans subject to such Loan Request.
Each Loan Request shall be irrevocable and shall specify (i) the proposed
Borrowing Date; (ii) the aggregate amount of the proposed Loans comprising each
Borrowing Tranche, which shall be in integral multiples of $250,000 and not less
than $1,000,000 for each Borrowing Tranche to which the Euro-Rate Option applies
and not less than the lesser of $500,000 or the maximum amount available for
Borrowing Tranches to which the Base Rate Option applies; (iii) whether the
Euro-Rate Option or Base Rate Option shall apply to the proposed Loans
comprising the applicable Borrowing Tranche; and (iv) in the case of a Borrowing
Tranche to which the Euro-Rate Option applies, an appropriate Interest Period
for the proposed Loans comprising such Borrowing Tranche."

     (g) Issuance of Letters of Credit. Section 2.9.1 of the Credit
Agreement is hereby amended and restated to read as follows:

         "2.9.1 Issuance of Letters of Credit. Borrower may request the issuance
of one or more letters of credit (each a "Letter of Credit") on behalf of itself
or another Loan Party by delivering to the Agent (i) a completed application and
agreement for letters of credit in such form as the Agent may specify from time
to time by no later than 10:00 a.m., Pittsburgh time, at least three (3)
Business Days, or such shorter period as may be agreed to by the Agent, in
advance of the proposed date of issuance and (ii) a Loan Request which includes
the calculations showing compliance with Sections 8.2.16 and 8.2.17 after giving
effect to the issuance of the letter of credit or letters of credit. Each Letter
of Credit shall be a Standby Letter of Credit. Subject to the terms and
conditions hereof and in reliance on the agreements of the other Banks set forth
in this Section 2.9, the Agent will issue a Letter of Credit provided that each
Letter of Credit shall (A) have a maximum maturity of twelve (12) months from
the date of issuance, and (B) in no event expire later than one Business Day
prior to the Expiration Date and providing that in no event shall (i) the
Letters of Credit Outstanding exceed, at any one time, $5,000,000 or (ii) the
Revolving Facility Usage exceed, at any one time, the Commitments."

     (h) Section 2.9.3.2 of the Credit Agreement is hereby amended by the
deletion of the phrase "and the Borrowing Base".

     (i) Section 5.6.2 is hereby amended by the addition of the following
sentence at the end of such Section: "The Borrower shall also indemnify each
Bank in accordance with this Section 5.6.2 based upon the existence of any Loans
outstanding during the Syndications Period which accrue interest under the
Euro-Rate Option and have an Interest Period of more than one month."

     (j) Section 5.5.2 of the Credit Agreement is hereby deleted in its
entirety.

     (k) Continuation of Landlord's Waivers. Section 8.1.13 of the Credit
Agreement is hereby amended and restated to read as follows:

         "8.1.13 Continuation of Landlord's Waivers. Each Loan Party shall cause
each Landlord's Waiver to remain in full force and effect in connection with any
extension of any lease, and from time to time as shall be necessary to meet the
requirements of Section 




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8.2.24, shall cause the landlord of any additional leased locations to execute
and deliver a Landlord's Waiver prior to locating any property of such Loan
Party upon such premises."

     (l) Principal Office of Champion. A new Section 8.1.16 is hereby added
to the Credit Agreement to immediately follow Section 8.1.15. Such Section
8.1.16 shall read as follows:

         "8.1.16 Principal Office of Champion. On or before 150 days after the
Second Amendment Effective Date, Champion (or the Borrower if Champion has
merged into the Borrower) shall move the business conducted by Champion and the
Borrower from the office located at 661 Beville Road, South Daytona, Florida
32119 (the "South Daytona Office") and discontinue the use of such office in the
conduct of any business of the Loan Parties. The Borrower and Champion shall be
deemed to be continuing the use of the South Daytona Office if Borrower or any
Loan Party or any of their respective officers, managers or employees do any of
the following (i) maintain or store records of Champion or the Borrower, (ii)
conduct business of or manage Champion or the Borrower or (iii) convene for
matters relating to the business of Champion or the Borrower.

     (m) Liquidations, Mergers, Consolidations, Acquisitions. Section
8.2.6(2) to the Credit Agreement is hereby amended and restated to read as
follows:

         "(2) any Loan Party may acquire, whether by purchase or by merger, (A)
all of the ownership interests of another Person or (B) substantially all of the
assets of another Person or of a business or division of another Person (each an
"Permitted Acquisition"), provided that each of the following requirements is
met:

              (i) such Person shall be a corporation, limited liability company
or other entity with respect to applicable state law provided that the owners of
all stock or other ownership interests in such entity shall not be liable for
any obligations of such entity or for the claims of any creditors thereof,

              (ii) if the Loan Parties are acquiring the ownership interests in
such Person, such Person shall execute a Guarantor Joinder and join this
Agreement as a Guarantor pursuant to Section 11.18 and such Person and its
owners shall grant Liens in the assets and stock or other ownership interests in
such Person and otherwise comply with Section 11.18 on or before the date of
such Permitted Acquisition,

              (iii) the board of directors or other equivalent governing body of
such Person shall have approved such Permitted Acquisition and the Loan Parties
shall have delivered to the Banks written evidence of such approval prior to
such Permitted Acquisition,

              (iv) the business acquired, or the business conducted by the
Person whose ownership interests are being acquired, as applicable, shall be
substantially the same as one or more line or lines of business conducted by the
Loan Parties and shall comply with Section 8.2.10,



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<PAGE>   9



              (v) no Potential Default or Event of Default shall exist
immediately prior to and after giving effect to such Permitted Acquisition,

              (vi) the Borrower shall have given the Agent written notice of the
acquisition at least fourteen (14) days prior to its consummation, which notice
shall include a quarterly compliance certificate of the Borrower in the form of
Exhibit 8.3.4 which evidences that after giving effect to the Permitted
Acquisition and any Loans to be made in connection therewith, the Borrower is
not in default with respect the covenants set forth in Sections 8.2.16 and
8.2.17,

              (vii) any Consideration given by the Loan Parties in the form of
Indebtedness to be paid at a date after the closing date of the Permitted
Acquisition shall be subordinated to the Loans and other Obligations on terms
and conditions satisfactory to the Agent,

              (viii) if the Consideration given by the Loan Parties for the
Permitted Acquisition is cash, preferred stock and/or other Consideration other
than common capital stock of the Borrower, the Consideration given by the Loan
Parties for such Permitted Acquisition shall not exceed $10,000,000 in value,
and after giving effect to such Permitted Acquisition, the aggregate
Consideration in cash, preferred stock and/or other Consideration other than
common capital stock of the Borrower given by the Loan Parties for all Permitted
Acquisitions made from the Closing Date through the date of the Permitted
Acquisition shall not exceed $30,000,000 in value,

              (ix) if the Consideration given by the Loan Parties for such
Permitted Acquisition is exclusively common capital stock of the Borrower, the
Consideration given by the Loan Parties shall not exceed $15,000,000 in value,
and after giving effect to such Permitted Acquisition, the Consideration given
in shares of common capital stock of the Borrower for all Permitted Acquisitions
made from the Second Amendment Effective Date through the date of the Permitted
Acquisition shall not exceed $50,000,000 in value. For purposes of valuing the
common capital stock given as Consideration, each share shall be equal to the
listed closing market price per share on NASDAQ as of the closing date of the
Permitted Acquisition,

              (x) if the Consideration given by the Loan Parties for such
Permitted Acquisition includes but is not exclusively common capital stock of
the Borrower, the Consideration other than shares of the common capital stock
Borrower shall not exceed $10,000,000 in value, the aggregate Consideration for
such Permitted Acquisition shall not exceed $15,000,000 in value, and after
giving effect to such Permitted Acquisition, the Consideration other than common
capital stock of the Borrower given by the Loan Parties for all Permitted
Acquisitions made from the Second Amendment Effective Date through the date of
the Permitted Acquisition shall not exceed the limitation set forth in
subsection (viii) above, and the Consideration in the form of common capital
stock of the Borrower given by the Loan Parties for all Permitted Acquisitions
made from the Second Amendment Effective Date through the date of the Permitted
Acquisition shall not exceed the limitation set forth in subsection (ix) above,
and



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              (xi) the Loan Parties shall have delivered to the Banks such
opinions of counsel in form and substance satisfactory to the Agent or such
other evidence as shall be satisfactory to the Agent in its sole discretion that
the Loan Parties are in compliance with all applicable Law in any additional
states in which the Loan Parties do business after the consummation of the
Permitted Acquisition.

The aggregate Consideration set forth in subsections (viii), (ix) and (x) above
shall be determined for all Permitted Acquisitions which occur after the Second
Amendment Effective Date and shall exclude Consideration paid with respect to
the Champion Acquisition."

     (n) Maximum Leverage Ratio (Total Funded Debt). Section 8.2.16 to the 
Credit Agreement is hereby amended and restated to read as follows:

         "8.2.16 Maximum Leverage Ratio (Total Funded Debt). The Loan Parties
shall not permit the ratio of (a) Consolidated Funded Debt as of the end of each
fiscal quarter of the Borrower plus the product obtained by multiplying
Occupancy Expense by three (3) to (b) Consolidated Cash Flow from Operations
plus Occupancy Expense to be greater than (i) for the fiscal quarters ended
December 31, 1997, March 31, 1998, and June 30, 1998, 3.75 to 1.00, and (ii) for
the fiscal quarter ended September 30, 1998, and each fiscal quarter thereafter,
3.50 to 1.00. For purposes of this ratio, Consolidated Cash Flow from Operations
and Occupancy Expense shall be calculated based upon the fiscal quarter ended
March 31, 1998, multiplied by four (for the fiscal quarter ended March 31,
1998); the fiscal quarters ended March 31, 1998 and June 30, 1998, multiplied by
two (for the fiscal quarter ended June 30, 1998); the fiscal quarters ended
March 31, 1998, June 30, 1998, and September 30, 1998, multiplied by one and
one-third (for the fiscal quarter ended September 30, 1998); and thereafter, for
the four fiscal quarters of the Borrower then ended (for the fiscal quarter
ended December 31, 1998 and thereafter)."

     (o) Maximum Leverage Ratio (Senior Funded Debt). Section 8.2.17 to the 
Credit Agreement is hereby amended and restated to read as follows:

         "8.2.17 Maximum Leverage Ratio (Senior Funded Debt). The Loan Parties
shall not permit the ratio of (a) Consolidated Funded Senior Debt as of the end
of each fiscal quarter of the Borrower plus the product obtained by multiplying
Occupancy Expense by three (3) to (b) Consolidated Cash Flow from Operations
plus Occupancy Expense to be greater than (i) for the fiscal quarters ended
December 31, 1997, March 31, 1998, and June 30, 1998, 3.25 to 1.00, and (ii) for
the fiscal quarter ended September 30, 1998, and each fiscal quarter thereafter,
3.00 to 1.00. For purposes of this ratio, Consolidated Cash Flow from Operations
and Occupancy Expense shall be calculated based upon the fiscal quarter ended
March 31, 1998, multiplied by four (for the fiscal quarter ended March 31,
1998); the fiscal quarters ended March 31, 1998 and June 30, 1998, multiplied by
two (for the fiscal quarter ended June 30, 1998); the fiscal quarters ended
March 31, 1998, June 30, 1998, and September 30, 1998, multiplied by one and
one-third (for the fiscal quarter ended September 30, 1998); and thereafter, for
the four fiscal quarters of the Borrower then ended (for the fiscal quarter
ended December 31, 1998 and thereafter)."



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     (p) Minimum Interest Coverage Ratio. Section 8.2.18 to the Credit 
Agreement is hereby amended and restated to read as follows:

         "8.2.18 Minimum Interest Coverage Ratio. The Loan Parties shall not
permit the Interest Coverage Ratio to be less than 3.5 to 1.0, as calculated at
the end of each fiscal quarter of the Borrower. For purposes of this ratio,
Consolidated Adjusted Cash Flow from Operations and interest expense shall be
calculated based upon the fiscal quarter ended March 31, 1998, multiplied by
four (for the fiscal quarter ended March 31, 1998); the fiscal quarters ended
March 31, 1998 and June 30, 1998, multiplied by two (for the fiscal quarter
ended June 30, 1998); the fiscal quarters ended March 31, 1998, June 30, 1998,
and September 30, 1998, multiplied by one and one-third (for the fiscal quarter
ended September 30, 1998); and thereafter, for the four fiscal quarters of the
Borrower then ended (for the fiscal quarter ended December 31, 1998 and
thereafter)."

     (q) Subordinated Loan Document Covenants; Amendment. Section 8.2.20 is
hereby amended and restated to read as set forth below:

         "8.2.20 Fixed Charge Coverage Ratio, Subordinated Loan Document
Amendments. The Borrower shall not at any time permit the Fixed Charge Coverage
Ratio to be less than 1.2 to 1.0. For purposes of this ratio, Consolidated Cash
Flow from Operations, Occupancy Expense, Rental Merchandise depreciation and
Fixed Charges shall be calculated based upon the fiscal quarter ended March 31,
1998, multiplied by four (for the fiscal quarter ended March 31, 1998); the
fiscal quarters ended March 31, 1998 and June 30, 1998, multiplied by two (for
the fiscal quarter ended June 30, 1998); the fiscal quarters ended March 31,
1998, June 30, 1998, and September 30, 1998, multiplied by one and one-third
(for the fiscal quarter ended September 30, 1998); and thereafter, for the four
fiscal quarters of the Borrower then ended (for the fiscal quarter ended
December 31, 1998 and thereafter). The Loan Parties shall not amend the terms of
the NWB Subordinated Loan Documents without the prior written consent of the
Agent."

     (r) Landlord's Waivers. Section 8.2.24 of the Credit Agreement is
hereby amended and restated to read as set forth below:

         "8.2.24 Landlord's Waivers. The Loan Parties shall not fail to deliver
to the Agent an executed Landlord's Waiver from the lessors of at least 50% of
the leased Collateral locations listed on Schedule A to the Security Agreement
within sixty (60) days following the Second Amendment Effective Date. In the
event that any Loan Party makes additional Permitted Acquisitions or locates
Collateral at new locations of business leased to such Loan Party, the Loan
Parties shall not fail to deliver to the Agent an executed Landlord's Waiver
from the lessors of at least 50% of the aggregate amount of the leased
Collateral locations which exist from time to time (as set forth on Schedule A
to the Security Agreement, as amended from time to time), and in the case of
Permitted Acquisitions, such Landlord's Waivers shall be delivered within sixty
(60) days of the closing of such Permitted Acquisition."



                                      -11-
<PAGE>   12



     (s) Consents of Landlords Under Leases of Champion Stores. A new
Section 8.2.26 is hereby added to the Credit Agreement to immediately follow
Section 8.2.25. Such Section 8.2.26 shall read as follows:

         "8.2.26 Consents of Landlords Under Leases of Champion Stores. Borrower
and Champion shall each use its best efforts to not fail to obtain consents in a
form acceptable to the Agent consenting (i) to the purchase and sale of the
stock of Champion to the Borrower from landlords and shall obtain such consents
under at least 50% of the Restrictive Champion Leases within sixty (60) days
after the Second Amendment Effective Date, and (ii) to the purchase and sale of
the assets of the Ace Entities to the Borrower from landlords and shall obtain
such consents under at least 50% of the Restrictive Ace Leases within sixty (60)
days after the Second Amendment Effective Date."

     (t) The last sentence of Section 8.3.1 of the Credit Agreement is
hereby deleted.

     (u) Modifications, Amendments or Waivers; Miscellaneous. Section 11.1.4
of the Credit Agreement is hereby amended and restated to read as set forth
below:

         "11.1.4 Miscellaneous. Amend Section 5.2 [Pro Rata Treatment of Banks],
10.6 [Exculpatory Provisions, etc.], 10.13 [Equalization of Banks] or this
Section 11.1, alter any provision regarding the pro rata treatment of the Banks,
change the definition of Required Banks, or change any requirement providing for
the Banks or the Required Banks to authorize the taking of any action hereunder;

provided, further, that no agreement, waiver or consent which would modify the
interests, rights or obligations of the Agent in its capacity as Agent or as the
issuer of Letters of Credit shall be effective without the written consent of
the Agent."

     (v) Amendments to Exhibits to Credit Agreement. The following Exhibits
to the Credit Agreement are hereby amended and restated in their entirety in the
forms of such Exhibits attached hereto:

         Exhibit 1.1(S)   Security Agreement, including
                          Schedule A - list of office and asset locations

         Exhibit 2.5      Loan Request

         Exhibit 8.3.4    Quarterly Compliance Certificate

     (w) Amendments to Schedules to Credit Agreement. The following
Schedules to the Credit Agreement are hereby amended and restated in their
entirety in the forms of such Schedules attached hereto:




                                      -12-
<PAGE>   13

         Schedule 1.1(B)   -    Commitments of Banks and Addresses for Notices
         Schedule 1.1(P)   -    Permitted Liens
         Schedule 6.1.1    -    Qualifications to do Business
         Schedule 6.1.2    -    Capitalization
         Schedule 6.1.3    -    Subsidiaries
         Schedule 6.1.7    -    Litigation
         Schedule 6.1.8    -    Owned and Leased Real Property
         Schedule 6.1.13   -    Consents and Approvals
         Schedule 6.1.15   -    Patents, Trademarks, Copyrights, Licenses
         Schedule 6.1.18   -    Partnership Agreements; LLC Agreements
         Schedule 6.1.19   -    Insurance Policies
         Schedule 6.1.21   -    Material Contracts
         Schedule 6.1.23   -    Employee Benefit Plan Disclosures
         Schedule 6.1.25   -    Environmental Disclosures
         Schedule 8.2.1    -    Permitted Indebtedness
         Schedule 8.2.10   -    Business of Loan Parties

     3. Waivers, Warranties and Covenants. The Loan Parties and the Banks 
acknowledge and agree as set forth in this Section 2, effective on the date set
forth in Section 6 hereof.

         (a) Ace Acquisition.

              (i) Delivery Due Dates. The Agent and the Banks waive the
requirement that the Loan Parties must satisfy the requirements contained in
Subsections 8.2.6(2)(ii), (vi) and (xi) of the Credit Agreement in connection
with the Ace Acquisition on or before the due dates specified in such
Subsections, provided that the Loan Parties shall satisfy the conditions
contained in such Subsections on or before the Second Amendment Effective Date.

              (ii) Consideration Limitations. The Agent and the Banks waive the
requirement in Subsection 8.2.6(2)(viii) in connection with the Ace Acquisition
that the Loan Parties shall not give Consideration in cash, preferred stock
and/or other Consideration other than common capital stock of the Borrower in
excess of $10,000,000 in connection with any individual Permitted Acquisition
and further waive the requirement in such Subsection 8.2.6(2)(x) that the
Consideration in connection with all Permitted Acquisitions may not exceed in
the aggregate $30,000,000 after the Closing Date, in each instance as more fully
provided in Subsection 8.2.6(2)(viii) and (x), provided that the Loan Parties
covenant and agree that the total Consideration given by the Loan Parties in
connection with the Ace Acquisition shall not exceed $25,250,000, all of which
consists of either cash paid or Indebtedness assumed by the Borrower.

         (b) Champion Acquisition.

              (i) Notice. The Agent and the Banks waive the requirement that the
Loan Parties deliver to the Agent written notice of the Champion Acquisition
under Subsection 8.2.6(2)(vi) (as more fully described in such Subsection) at
least fourteen (14) days before the consummation of such acquisition, provided
that the Loan Parties shall deliver such notice and 



                                      -13-
<PAGE>   14



otherwise comply with such Subsection in connection with the Champion
Acquisition on or before the Second Amendment Effective Date.

              (ii) Consideration Limitations. The Agent and the Banks waive the
requirement in Subsection 8.2.6(2)(viii) in connection with the Champion
Acquisition that the Loan Parties shall not give Consideration in cash,
preferred stock and/or other Consideration other than common capital stock of
the Borrower in excess of $10,000,000 in connection with any individual
Permitted Acquisition and further waive the requirement in such Subsection
8.2.6(2)(x) that the Consideration in connection with all Permitted Acquisitions
may not exceed in the aggregate $30,000,000 after the Closing Date, in each
instance as more fully provided in Subsection 8.2.6(2)(viii) and (x), provided
that the Loan Parties covenant and agree that the total Consideration given by
the Loan Parties in connection with the Champion Acquisition shall not exceed
$90,000,000, all of which consists of either cash paid or Indebtedness assumed
by the Borrower.

              (iii) Consents. With the exception of the pending premerger
notification filings made by the Borrower and Champion with respect to the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and any
supplementary information required in connection therewith, there are no
material consents required to effectuate the purchase and sale of the stock of
Champion and the other transactions under the Champion Acquisition Agreement,
except that the Borrower might be required to obtain the consent of landlords
under leases (the "Restrictive Champion Leases") listed on Schedule 6.1.13 for
the purchase and sale of the stock of Champion to the Borrower. The Restrictive
Champion Leases comprise no more than 50% of the leases of Champion for its
stores.

         (c) Both Acquisitions.

              (i) Other Conditions in Section 8.2.6(2) Satisfied. The Loan
Parties represent, warrant and covenant to the Agent and each of the Banks that
after giving effect to the waivers in this Section 2 above and upon satisfaction
of the conditions set forth in Section 3 of this Amendment, each of the
conditions in Section 8.2.6(2) of the Credit Agreement shall be satisfied with
respect to each of the Ace Acquisition and the Champion Acquisition and each
such acquisition shall constitute a "Permitted Acquisition" as such term is
defined in Section 8.2.6(2).

              (ii) Covenant to Obtain Landlord's Waivers. The Loan Parties shall
deliver to the Agent an executed Landlord's Waiver from lessors of at least 50%
of the Collateral locations added pursuant to the Ace Acquisition and the
Champion Acquisition in accordance with Section 8.2.24 of the Credit Agreement,
except that the term "closing date" as used in Section 8.2.24 as it relates to
the Ace Acquisition and the Champion Acquisition shall be deemed to mean the
Second Amendment Effective Date.

              (iii) Delivery of Documents. Borrower has delivered to the Agent
for the benefit of the Banks true and correct copies of the Ace Acquisition
Agreement and the Champion Acquisition Agreement.



                                      -14-
<PAGE>   15



     4. Conditions Precedent. The provisions contained in Sections 1 and 2
of this Amendment shall not become effective until each of the conditions set
forth in this Section 3 has been satisfied.

         (a) Satisfaction of Conditions in Section 6(a). Each of the conditions
set forth in Section 6(a) hereof (execution of this Amendment and completion of
Schedules and Exhibits hereto) shall have been satisfied.

         (b) Events of Default; Potential Defaults, Compliance Certificate. No
Event of Default or Potential Default which might not be cured before it results
in an Event of Default shall have occurred and be continuing after giving effect
to the Champion Acquisition to be consummated simultaneously with the Second
Amendment Effective Date.

         (c) Other Loan Document Deliveries by Champion and the Borrower. Each
of Champion and the Borrower, as applicable, shall execute and deliver each of
the following documents:

              (i) Guaranty Agreement. Champion shall execute and deliver to the
Agent for the benefit of each of the Banks the Guaranty Agreement in the form of
Exhibit 1.1(G)(2) of the Credit Agreement.

              (ii) Security Agreement. Champion and the Borrower shall (1)
execute and deliver to the Agent for the benefit of each of the Banks the
Security Agreement in the form of Exhibit 1.1(S) and (2) complete and deliver to
the Agent the Schedule A (list of office and asset locations) to such Security
Agreement.

              (iii) UCC-1 Financing Statements.

                    (A) Champion UCC-1 Statements. Champion shall execute and
deliver to the Agent for the benefit of each of the Banks UCC-1 financing
statements sufficient to perfect Liens in its personal property in all
jurisdictions where filing of such statements is necessary or appropriate to
perfect such Liens in the discretion of the Agent.

                    (B) Borrower UCC-1 Statements. Borrower shall execute and
deliver to the Agent for the benefit of each of the Banks UCC-1 financing
statements sufficient to perfect Liens in the personal property formerly owned
by the Ace Entities and owned by Champion (assuming in the case of the Champion
property that such property is hereafter transferred to the Borrower) in all
appropriate jurisdictions where filing of such statements would be necessary or
appropriate to maintain perfection of such Liens following such transfer. 

              (iv) Pledge Agreement and Related Documents. The Borrower shall
execute and deliver, as applicable, to the Agent for the benefit of each of the
Banks (1) the Pledge Agreement in the form of Exhibit 1.1(P)(2) of the Credit
Agreement, pledging its stock in Champion, (2) the schedule of pledged
securities to be attached thereto, (3) the original stock certificates
representing such stock, (4) stock powers respecting such certificates, and (5)
UCC-1 financing statements to be filed in order perfect Liens in such stock.



                                      -15-
<PAGE>   16



              (v) Intercompany Subordination Agreement. The Borrower and
Champion each shall execute and deliver to the Agent for the benefit of each of
the Banks the Intercompany Subordination Agreement in the form attached as
Exhibit 1.1(I)(2) to the Credit Agreement.

              (vi) Joinder to Credit Agreement. Champion shall execute and
deliver to the Agent for the benefit of each of the Banks a joinder agreement in
a form acceptable to the Agent pursuant to which it shall acknowledge that it
has joined the Credit Agreement as a Loan Party. Such joinder may be included in
the Guaranty Agreement described in (i) above.

              (vii) Collateral Assignment. The Borrower and Champion shall
execute and deliver to the Agent for the benefit of each of the Banks the
Collateral Assignments in the form attached as Exhibit 1.1(C) to the Credit
Agreement pursuant to which they shall assign their interests in (1) the Rental
Contracts of the Borrower and Champion, (2) the leases acquired by the Borrower
from the Ace Entities and the leases of Champion and (3) the Ace Acquisition
Agreement and the Champion Acquisition Agreement.

              (viii) Patent, Trademark and Copyright Assignment. The Borrower
and Champion shall execute and deliver to the Agent for the benefit of each of
the Banks the Patent, Trademark and Copyright Assignment in the form of Exhibit
1.1(P)(1) of the Credit Agreement.

     (d) Lien Search. The Borrower shall deliver to the Agent the
results of a Lien search satisfactory to the Agent evidencing that the Liens
granted in the assets of the Borrower formerly owned by the Ace Entities and in
the assets of Champion will be first priority Liens.

     (e) Payoff Letters; Lien Releases. The Borrower shall have
delivered Payoff Letters and copies of Lien releases evidencing that all
Indebtedness except Indebtedness permitted under Section 8.2.1 of the Credit
Agreement has been repaid and that the Liens against the assets and stock of
Champion securing the same have been terminated of record such that the Agent
for the benefit of the Banks shall have a first priority security interest in
the all of the assets and stock of Champion subject only to Permitted Liens.
Such Indebtedness to be paid off and liens to be terminated includes without
limitation:

              All Indebtedness to State Street Bank and Trust Company.

     (f) Secretary's Certificates. The Secretary or Assistant Secretary
of each of the Borrower and Champion shall execute and deliver to the Agent for
the benefit of the Banks a certificate dated as of the date hereof, certifying
as to

              (i) all corporate or partnership action taken by it in connection
with the documents listed in this Section 3;

              (ii) the names of the officer or officers authorized to sign this
Amendment and the related documents and the true signatures of such officer or
officers and specifying the Authorized Officers permitted to act on behalf of
them for purposes of this 



                                      -16-
<PAGE>   17



Amendment and the true signatures of such officers, on which the Agent and each
Bank may conclusively rely; and


              (iii) copies of the organizational documents of, including the
certificate of incorporation, bylaws and corporate resolutions as in effect on
the Second Amendment Effective Date, together with certificates from the
appropriate state officials as to the continued existence and good standing of
it in each state where it is organized or qualified to do business.

     (g) Opinion of Counsel.

              (i) Hodgson Russ Andrews Wood & Goodyear, LLP, counsel for the
Borrower and Champion (who may rely on the opinions of such other counsel as may
be acceptable to the Agent), shall have delivered to the Agent for the benefit
of each Bank a written opinion dated as of the date hereof and in form and
substance satisfactory to the Agent and its counsel as to the matters set forth
in Exhibit 3(g) hereto.

              (ii) In-house counsel for the Borrower and Champion (following the
acquisitions by the Borrower of the assets of the Ace Entities and the stock of
Champion), shall have delivered to the Agent for the benefit of each Bank a
written opinion dated as of the date hereof and in form and substance
satisfactory to the Agent and its counsel as to the rent-to-own regulatory
matters set forth in Exhibit 3(g) hereto with respect to jurisdictions in which
the Loan Parties conduct business which such counsel did not addressed in his
prior opinion.

              (iii) The opinion of counsel for the shareholders of Champion to
be delivered to the Borrower pursuant to the Champion Acquisition shall provide
that the Banks may rely thereon.

     (h) Delivery of Documents; No Modifications; Consummation of Transactions.
Borrower shall have delivered true and correct copies of all the
documents executed or delivered in connection with the Ace Acquisition and the
Champion Acquisition. There shall have been no amendments to the Ace Acquisition
Agreement or the Champion Acquisition Agreement between the date on which
Borrower delivered such documents to the Agent (which shall be on or before the
date of this Amendment) and the Second Amendment Effective Date unless the Agent
and the Banks shall have consented to the same in writing. The transactions
under the Ace Acquisition Agreement and the Champion Acquisition Agreement shall
have been consummated.

              (i) Consents. All material consents required to effectuate the
transactions contemplated by the Ace Acquisition Documents and the Champion
Acquisition Documents (except for the consents of the landlords under the
Restrictive Champion Leases which consents are addressed in Section 8.2.26 of
the Credit Agreement) shall have been obtained.

              (j) Champion and Ace Entities Leases. Borrower shall deliver to
the Agent either (i) copies of each of the leases of Champion and the Ace
Entities for their sales offices or (ii) summaries of such leases prepared by
Borrower or its counsel in a form acceptable to the Agent, such summaries to
include (without limitation) a description of the principal terms of 



                                      -17-
<PAGE>   18


such lease, any restrictions on the transfer of the lease or of the ownership of
the Borrower and a confirmation that the lease does not by its terms grant to
the lessor any Liens in the assets of the lessee.

         (k) Fixed Assets; Equipment. The Borrower shall have delivered to the
Agent a detailed listing of all equipment and fixed assets of the Borrower and
the other Loan Parties, in form and content satisfactory to the Agent.

         (l) Fees and Expenses. Borrower shall have paid all outstanding fees
and expenses due to the Agent or the Banks, including the fees of Agent's
counsel in connection with this Amendment.

         (m) Legal Details. All legal details and proceedings in connection with
the transactions contemplated by this Amendment and the other Loan Documents
shall be in form and substance satisfactory to the Agent and counsel for the
Agent, and the Agent shall have received all such other counterpart originals or
certified or other copies of such documents and proceedings in connection with
such transactions, in form and substance satisfactory to the Agent and said
counsel, as the Agent or said counsel may reasonably request.

     5. Full Force and Effect. The Credit Agreement and each of other Loan
Documents shall remain in full force and effect on and after the date of this
Amendment except as expressly amended hereby or pursuant hereto. On and after
the date hereof, each reference in the Credit Agreement to "this Agreement",
"hereunder" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by this Amendment, and each reference in each other Loan
Document to the "Credit Agreement" shall mean and be a reference to the Credit
Agreement, as previously amended and as amended by this Amendment. The parties
hereto do not amend or waive any provisions of the Credit Agreement or the other
Loan Documents except as expressly set forth herein.

     6. Counterparts. This Amendment may be executed by different parties
hereto on any number of separate counterparts, each of which, when so executed
and delivered, shall be an original, and all such counterparts shall together
constitute one and the same instrument.

     7. Effective Date.

         (a) Second Amendment Effective Date. All provisions of this Amendment
shall be effective on the date on which the conditions listed in (i) and (ii)
below have been satisfied and each of the conditions precedent in Section 3
above have occurred or been waived by the Banks (the "Second Amendment Effective
Date"):

              (i) Execution and Delivery. this Amendment has been executed, in
counterparts or otherwise, and delivered to the Agent for the benefit of the
Banks; and

              (ii) Completion of Schedules and Exhibits. Each of the Schedules
and Exhibits hereto has been completed and attached hereto.




                                      -18-
<PAGE>   19



                           [SIGNATURES APPEAR ON THE NEXT PAGE]




                                      -19-
<PAGE>   20





            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]


     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.

                                     RENT-WAY, INC., "Borrower"



                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------





<PAGE>   21




            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]



                                     NATIONAL CITY BANK OF PENNSYLVANIA, 
                                     individually and as Agent



                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------





<PAGE>   22



            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]



                                     LASALLE NATIONAL BANK



                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------





<PAGE>   23



            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]



                                     HARRIS TRUST AND SAVINGS BANK


                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------





<PAGE>   24



            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]



                                     SUNTRUST BANK, CENTRAL FLORIDA, 
                                     NATIONAL ASSOCIATION


                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------





<PAGE>   25



            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]



                                     MANUFACTURERS AND TRADERS TRUST COMPANY


                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------





<PAGE>   26



            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]



                                     NATIONSBANK, N.A., individually and as 
                                     documentation agent for the Banks



                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------





<PAGE>   27



            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]



                                     CORESTATES BANK, N.A.


                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------





<PAGE>   28



            [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT]



                                     STAR BANK, N.A.


                                     By:
                                        -------------------------------

                                     Title:
                                           ----------------------------






<PAGE>   29






                         LIST OF SCHEDULES AND EXHIBITS


<TABLE>
<CAPTION>
<S>         <C>                   <C>
             Schedules

             Schedule 1.1(A)    -   Pricing Grid
             Schedule 1.1(B)    -   Commitments of Banks and Addresses for
                                    Notices
             Schedule 1.1(P)    -   Permitted Liens
             Schedule 6.1.1     -   Qualifications to do Business
             Schedule 6.1.2     -   Capitalization
             Schedule 6.1.3     -   Subsidiaries
             Schedule 6.1.7     -   Litigation
             Schedule 6.1.8     -   Owned and Leased Real Property
             Schedule 6.1.13    -   Consents and Approvals
             Schedule 6.1.15    -   Patents, Trademarks, Copyrights, Licenses
             Schedule 6.1.18    -   Partnership Agreements; LLC Agreements
             Schedule 6.1.19    -   Insurance Policies
             Schedule 6.1.21    -   Material Contracts
             Schedule 6.1.23    -   Employee Benefit Disclosures
             Schedule 6.1.25    -   Environmental Disclosures
             Schedule 8.2.1     -   Permitted Indebtedness
             Schedule 8.2.10    -   Business of Loan Parties

             Exhibits

             Exhibit 1.1(S)     -   Second Amended and Restated Security
                                    Agreement
             Exhibit 2.5        -   Loan Request
                                -
             Exhibit 1.1(C)     -   Collateral Assignment of Contract Rights
                                    (Leases)
             Exhibit 3(g)       -   Opinion of Hodgson, Russ, Andrews, Wood &
                                    Goodyear, LLP
             Exhibit 8.3.4      -   Quarterly Compliance Certificate
</TABLE>



<PAGE>   30



                                 SCHEDULE 1.1(A)

                                  PRICING GRID


<TABLE>
<CAPTION>
Ratio of Consolidated Funded Debt
Plus (Occupancy Expense) x 3 to
Consolidated Cash Flow from Operations            Euro-Rate Spread                       Base Rate Spread
--------------------------------------            ----------------                       ----------------
<S>                                                    <C>                                    <C> 
Level I
Greater than or equal to 3.0 to 1.0                     2.00%                                  0.50

Level II
Greater than or equal to 2.5 to 1.0                     1.75%                                  0.25
but less than 3.0 to 1.0

Level III
Greater than or equal to 2.0 to 1.0                     1.50%                                  0.00
but less than 2.5 to 1.0

Level IV
Greater than or equal to 1.5 to 1.0                     1.25%                                  0.00
but less than 2.0 to 1.0

Level V
Less than 1.5 to 1.0                                    1.00%                                  0.00
</TABLE>


<PAGE>   31



                                 SCHEDULE 1.1(B)
                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

PART 1--COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS

<TABLE>
<CAPTION>
BANK                                                    COMMITMENT                          RATABLE SHARE
----                                                    ----------                          -------------
<S>                                                    <C>                                        <C>
National City Bank of Pennsylvania
National City Center, 20 Stanwix Street Pittsburgh,
PA  15222-4802
Attention:    Stephen C. Findlay,                      $18,000,000                                 15%
              Corporate Banking Group
Telephone:     (814) 871-1375
Telecopy:      (814) 455-5495

LaSalle National Bank
135 South LaSalle Street
Chicago IL  60603                                      $17,000,000                             14.167%
Attention:    David P. Gibson,
              Commercial Banking
Telephone:     (312) 904-7641
Telecopy:      (312) 904-5483

Harris Trust and Savings Bank
111 West Monroe, P.O. Box 755
Chicago, IL  60609                                     $17,000,000                             14.167%
Attention:    William A. McDonnell,
              Vice President
Telephone:     (312) 461-5244
Telecopy:      (312) 461-5225

                                                       $17,000,000                             14.167%
M & T Bank One Fountain Plaza 
Buffalo, NY 14203-1495
Attention:    Geoff Fenn,
              Vice President
Telephone:     (716) 848-7335
Telecopy:      (716) 848-7318

                                                       $17,000,000                             14.167%
</TABLE>



<PAGE>   32


<TABLE>
<CAPTION>
<S>                                                    <C>                                      <C>
NationsBank
NationsBank Corporate Center
100 N. Tryon Street, 8th Floor
NC1-007-08-04
Charlotte, NC  28255
Attention:  Rajesh Sood
Telephone:
Telecopy:   (704) 388-0960

                                                       $ 17,000,000                             14,167%
Star Bank
425 Walnut Street, ML 9220
Cincinnati, OH  45202
Attention:  Nick Sypniewski
Telephone:  (513) 632-3019Telecopy: 
            (513) 632-2040

                                                       $  8.500,000                              7.083%
Sun Trust Bank
200 South Orange Avenue, Tower 4
Orlando, FL  32801
Attention:  Rhonda Smith,
            Vice President
Telephone:  (407) 237-4924
Telecopy:   (407) 237-6894


CoreStates Bank, N.A.
FC1-8-4-16                                             $  8,500,000                              7.083%
1339 Chestnut Street, 4th Floor
Philadelphia, PA  19107-3579
Attention:  Mark S. Supple,
            Vice President
Telephone:  (215) 973-2562
Telecopy:   (215) 973-6680

Total                                                  $120,000,000                             100.00%
                                                       ============                             ======
</TABLE>



<PAGE>   33



                                 SCHEDULE 1.1(B)
                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

PART 2--ADDRESSES FOR NOTICES TO AGENT, BORROWERS AND GUARANTORS


AGENT

                  NATIONAL CITY BANK OF PENNSYLVANIA
                  National City Center
                  20 Stanwix Street
                  Pittsburgh, PA  15222-4802
                  Attention:  Stephen C. Findlay
                              Senior Vice President, Corporate Banking Group

                  Telephone:  (814) 871-1375
                  Telecopy:   (814) 455-5495


BORROWER

                  RENT-WAY, INC.
                  3230 West Lake Road
                  Erie, PA  16505
                  Attention:  Jeffrey A. Conway
                              Vice President and Chief Financial Officer

                  Telephone:  (814) 836-0618
                  Telecopy:   (814) 835-6865


GUARANTORS

     Send to each Guarantor, in care of the Borrower, at Borrower's address.