Exhibit 10.21

# RENT-WAY, INC.

# SECOND AMENDMENT TO
CREDIT AGREEMENT

This
Second Amendment to Credit Agreement (herein, the Amendment) is entered
into as of December 7, 2004, among Rent-Way, Inc., a Pennsylvania corporation (the
Company), the direct and indirect Subsidiaries of the Borrower (the
Subsidiaries), the Lenders party hereto, and Harris Trust and Savings
Bank, as administrative agent for the Lenders (the Agent).

# PRELIMINARY STATEMENTS

A.       
          The Company, the Subsidiaries, the Lenders, and the Agent are parties to that
          certain Credit Agreement dated as of June 2, 2003, as amended (the
          Credit Agreement). All capitalized terms used herein without
          definition shall have the same meanings herein as such terms have in the Credit
          Agreement.

B.       
          The Company, the Subsidiaries and the Lenders have agreed to make certain
          amendments to the Credit Agreement, in each case under the terms and conditions
          set forth in this Amendment.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

SECTION 1.      AMENDMENTS TO
THE CREDIT AGREEMENT.

Subject
to the satisfaction of the conditions precedent set forth in Section 2 hereof, the
Credit Agreement shall be and hereby is amended as follows:

1.1.       
          Section 1.3(a) of the Credit Agreement shall be amended and restated in its
          entirety to read as follows:

| | (a) Base
Rate Loans. Each Base Rate Loan made or maintained by a Lender shall bear interest
during each Interest Period it is outstanding (computed on the basis of a year of 365 or
366 days, as the case may be, and the actual days elapsed) on the unpaid principal
amount thereof from the date such Loan is advanced, continued or created by conversion
from a Eurodollar Loan until maturity (whether by acceleration or otherwise) at a rate per
annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in
effect, payable on the first day of each month for the immediately preceding month and at
maturity (whether by acceleration or otherwise).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.2.       
          The second sentence of Section 2.1(a) of the Credit Agreement shall be
          amended and restated in its entirety to read as follows:

| | Such
commitment fee shall be payable quarter-annually in arrears on the first day of each
fiscal quarter in each year for the immediately preceding fiscal quarter and on the
Revolving Credit Termination Date, unless the Revolving Credit Commitments are terminated
in whole on an earlier date, in which event the commitment fee for the period to the date
of such termination in whole shall be paid on the date of such termination.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.3.       
          The second sentence of Section 2.1(b) of the Credit Agreement shall be
          amended and restated in its entirety to read as follows:

| | Quarterly
in arrears, on the first day of each fiscal quarter for the immediately preceding fiscal
quarter, the Borrower shall pay to the Administrative Agent, for the ratable benefit of
the Lenders in accordance with their Revolver Percentages, a letter of credit fee at a
rate per annum equal to the Applicable Margin (computed on the basis of a year of
360 days and the actual number of days elapsed) in effect during each day of such
immediately preceding quarter applied to the daily average face amount of Letters of
Credit outstanding during such immediately preceding quarter.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.4.       
          Section 8.9(i) of the Credit Agreement shall be amended and restated in its
          entirety to read as follows:

| | (i)       
               the investment of $7,850,000 for the eighty-three and one-half percent (83.5%)
               direct and indirect ownership interest of the Borrower in dPi Teleconnect,
               L.L.C., a Delaware limited liability company (dPi), and loans
               and advances in an aggregate amount not in excess of $6,500,000 to dPi,
               provided, however, that the Borrower and the Guarantors ownership
               interests in dPi and the note obligations of dPi to the Borrower and the
               Guarantors shall continue to be pledged to the Administrative Agent for the
               benefit of the Lenders (for purposes of this Credit Agreement, the financial
               results of dPi shall be included in the consolidated financial statements of the
               Borrower, as determined and consolidated in accordance with GAAP, but dPi shall
               not otherwise constitute a Subsidiary subject to the terms and conditions of
               this Credit Agreement and the Loan Documents which relate to the Subsidiaries of
               the Borrower and the Guarantors until such time as it becomes a
               Guarantor);"
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.5.       
          Section 8.24of the Credit Agreement shall be amended and restated
          in its entirety to read as follows:

| | Section 8.24.       
               Leverage Ratio. As of the last day of each fiscal quarter of the Borrower
               ending during each of the periods specified below, the Borrower shall not permit
               the Leverage Ratio at such time to be greater than:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |                                   |                                       
|------------------ | --------------------------------- | --------------------------------------
|FROM AND INCLUDING | TO AND INCLUDING                  | LEVERAGE RATIO SHALL NOT BE MORE THAN:
|July 1, 2004       | June 30, 2005                     | 5.25 to 1.0                           
|July 1, 2005       | December 31, 2005                 | 4.75 to 1.0                           
|January 1, 2006    | March 31, 2006                    | 4.50 to 1.0                           
|April 1, 2006      | June 30, 2006                     | 4.25 to 1.0                           
|July 1, 2006       | Revolving Credit Termination Date | 3.75 to 1.0"                          

1.6.       
          Section 8.27of the Credit Agreement shall be amended and restated
          in its entirety to read as follows:

| | Section 8.27.       
               Monthly Minimum EBITDA. As of the last day of each calendar month
               specified below, the Borrower shall not permit EBITDA for the twelve (12)
               consecutive calendar months then ended to be less than:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                         |               
|---------------------------------------- | --------------
|FOR THE MONTH ENDING                     | MINIMUM EBITDA
|September 2004                           | $53,000,000   
|October 2004                             | $53,000,000   
|November 2004                            | $53,000,000   
|December 2004                            | $53,000,000   
|January 2005                             | $53,000,000   
|February 2005                            | $53,000,000   
|March 2005                               | $53,000,000   
|April 2005                               | $53,000,000   
|May 2005                                 | $53,000,000   
|June 2005                                | $52,000,000   
|July 2005                                | $52,000,000   
|August 2005                              | $53,000,000   
|September 2005                           | $55,000,000   
|October 2005                             | $55,000,000   
|November 2005                            | $55,000,000   
|December 2005                            | $55,000,000   
|January 2006                             | $55,000,000   
|February 2006                            | $55,000,000   
|March 2006                               | $55,000,000   
|April 2006                               | $55,000,000   
|May 2006                                 | $55,000,000   
|June 2006                                | $55,000,000   
|July 2006                                | $55,000,000   
|August 2006                              | $55,000,000   
|September 2006 and each month thereafter | $60,000,000"  

SECTION 2.      CONDITIONS
PRECEDENT.

The
effectiveness of this Amendment is subject to the satisfaction of all of the following
conditions precedent:

2.1.       
          The Company, the Subsidiaries, the Agent, and the Lenders shall have executed
          and delivered this Amendment.

2.2.       
          Each of the representations and warranties set forth in Section 6 of the
          Credit Agreement shall be true and correct (except that for purposes of this
          paragraph the representations contained in Section 6.5 shall be deemed to
          refer to the most recent financial statements of the Company delivered to the
          Lenders).

2.3.       
          The Company shall be in full compliance with all of the terms and conditions of
          the Credit Agreement and no Event of Default or Default shall have occurred and
          be continuing thereunder or shall result after giving effect to this Amendment.

2.4.       
          Legal matters incident to the execution and delivery of this Amendment shall be
          satisfactory to the Agent and its counsel.

2.5.       
          The Subsidiaries shall have executed and delivered to the Agent their consent to
          this Amendment in the form set forth below.

2.6.       
          The Company shall have paid to the Administrative Agent for the benefit of the
          Lenders a non-refundable fee in an amount equal to one-tenth of one percent
          (0.10%) of the Revolving Credit Commitments of all Lenders.

SECTION      3.
REPRESENTATIONS.

In
order to induce the Lenders to execute and deliver this Amendment, the Company hereby
represents to the Lenders that as of the date hereof, and after giving effect to the
amendments called for hereby, the representations and warranties set forth in
Section 6 of the Credit Agreement are and shall be and remain true and correct
(except that for purposes of this paragraph the representations contained in
Section 6.5 shall be deemed to refer to the most recent financial statements of the
Company delivered to the Lenders) and the Company is in compliance with all of the terms
and conditions of the Credit Agreement and no Default or Event of Default exists under the
Credit Agreement or shall result after giving effect to this Amendment.

SECTION 4.      MISCELLANEOUS.

4.1.       
          The Company and the Subsidiaries heretofore executed and delivered to the Agent
          and the Lenders the Collateral Documents to which it is a party. The Company and
          the Subsidiaries hereby acknowledge and agree that the Liens created and
          provided for by the Collateral Documents to which it is a party continue to
          secure, among other things, the Obligations arising under the Credit Agreement
          as amended hereby; and the Collateral Documents to which it is a party and the
          rights and remedies of the Lenders thereunder, the obligations of the Company
          and the Subsidiaries thereunder, and the Liens created and provided for
          thereunder remain in full force and effect and shall not be affected, impaired
          or discharged hereby. Nothing herein contained shall in any manner affect or
          impair the priority of the liens and security interests created and provided for
          by the Collateral Documents to which it is a party as to the indebtedness which
          would be secured thereby prior to giving effect to this Amendment.

4.2.       
          Except as specifically amended herein or waived hereby, the Credit Agreement
          shall continue in full force and effect in accordance with its original terms.
          Reference to this specific Amendment need not be made in the Credit Agreement,
          the Notes, or any other instrument or document executed in connection therewith,
          or in any certificate, letter or communication issued or made pursuant to or
          with respect to the Credit Agreement, any reference in any of such items to the
          Credit Agreement being sufficient to refer to the Credit Agreement as amended
          hereby.

4.3.       
          This Amendment may be executed in any number of counterparts, and by the
          different parties on different counterpart signature pages, all of which taken
          together shall constitute one and the same agreement. Any of the parties hereto
          may execute this Amendment by signing any such counterpart and each of such
          counterparts shall for all purposes be deemed to be an original. This Amendment
          shall be governed by the internal laws of the State of Illinois.

4.4.       
          The Company agrees to pay all reasonable out-of-pocket costs and expenses
          incurred by the Agent in connection with the credit facilities and the
          preparation, execution and delivery of this Amendment, and the documents and
          transactions contemplated hereby, including the reasonable fees and expenses of
          counsel for the Agent with respect to the foregoing.

---

This
Second Amendment to Credit Agreement is entered into as of the date and year first above
written.

RENT-WAY, INC.

By:

Name: William A. McDonnellTitle:
   Vice President

RENT-WAY OF TOMORROW, INC.

By:

Name: William A. McDonnellTitle:    Vice
President

RENT-WAY OF MICHIGAN, INC.

By:

Name: William A. McDonnellTitle:
   Vice President

ACTION RENT-TO-OWN HOLDINGS OF
SOUTH CAROLINA, INC.

By:

Name: William A. McDonnellTitle:
   Vice President

RENT-WAY DEVELOPMENTS,
INC.

By:

Name: William A. McDonnellTitle:
   Vice President

RENT-WAY OF TTIG, L.P.

By:

Name: William A. McDonnellTitle:    Vice
President

---

Accepted
and agreed to as of the date and year last above written.

HARRIS TRUST AND SAVINGS
BANK, as Agent

By:

Name:______________________________________________Title:_____________________________________________

GENERAL ELECTRIC CAPITAL CORPORATION

By:

Name:______________________________________________Title:_____________________________________________

NATIONAL CITY BANK OF
PENNSYLVANIA

By:

Name:______________________________________________Title:_____________________________________________

---

# GUARANTORS
ACKNOWLEDGEMENT AND CONSENT

Each
of the undersigned heretofore executed and delivered to the Agent one or more Guaranties
and Collateral Documents. Each of the undersigned hereby consents to the Amendment as set
forth above and agrees to the terms set forth therein and confirms that the Loan Documents
executed and delivered by it and all of such undersigneds obligations thereunder
remain in full force and effect. Each of the undersigned further agrees that the consent
of such undersigned to any further amendments to the Credit Agreement or to the Security
Agreement shall not be required as a result of this consent having been obtained. Each of
the undersigned acknowledges that the Lenders are relying on this acknowledgement and
consents in entering into the Amendment set forth above.

RENT-WAY OF TOMORROW, INC.

By:

Name: William A. McDonnellTitle:
   Vice President

RENT-WAY OF MICHIGAN, INC.

By:

Name: William A. McDonnellTitle:    Vice
President

ACTION RENT-TO-OWN HOLDINGS OF
SOUTH CAROLINA, INC.

By:

Name: William A. McDonnellTitle:
   Vice President

RENT-WAY DEVELOPMENTS,
INC.

By:

Name: William A. McDonnellTitle:
   Vice President

RENT-WAY OF TTIG, L.P.

By:

Name: William A. McDonnellTitle:    Vice
President