Exhibit 10.24**Rent-Way, Inc.****Third Amendment To Credit Agreement**     This Third Amendment to Credit Agreement (herein, the *“Amendment”*) is entered into as ofNovember 18, 2005, among Rent-Way, Inc., a Pennsylvania corporation (the *“Company”*), the direct andindirect Subsidiaries of the Borrower (the *“Subsidiaries”*), the Lenders party hereto, and HarrisN.A., successor by merger to 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 certainCredit Agreement dated as of June 2, 2003, as amended (the *“Credit Agreement”*). All capitalizedterms used herein without definition shall have the same meanings herein as such terms have in theCredit Agreement.     B. The Company, the Subsidiaries and the Lenders have agreed to make certain amendments to theCredit 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 ofwhich 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, theCredit Agreement shall be and hereby is amended as follows:     1.1. The table appearing in the definition of the term *“Applicable Margin”*contained inSection 5.1 of the Credit Agreement shall be amended to read as follows:                   APPLICABLE MARGIN APPLICABLE MARGIN       FOR BASE RATE LOANS FOR EURODOLLAR       UNDER REVOLVING LOANS UNDER APPLICABLE  LEVERAGE RATIO CREDIT AND REVOLVING CREDIT MARGIN FOR  FOR SUCH PRICING REIMBURSEMENT AND LETTER OF CREDIT COMMITMENTLEVEL DATE OBLIGATIONS SHALL BE: FEE SHALL BE: FEE SHALL BE:V Greater than 4.5 to 1.0  2.00%  3.75%  0.50%               IV Less than or equal to4.5 to 1.0, but greaterthan 4.0 to 1.0  1.75%  3.50%  0.50%
 

 
                   APPLICABLE MARGIN APPLICABLE MARGIN      FOR BASE RATE LOANS FOR EURODOLLAR      UNDER REVOLVING LOANS UNDER APPLICABLE  LEVERAGE RATIO CREDIT AND REVOLVING CREDIT MARGIN FOR  FOR SUCH PRICING REIMBURSEMENT AND LETTER OF CREDIT COMMITMENTLEVEL DATE OBLIGATIONS SHALL BE: FEE SHALL BE: FEE SHALL BE:III Less than or equal to4.0 to 1.0, but greaterthan 3.5 to 1.0  1.50%  3.25%  0.50%               II Less than or equal to3.5 to 1.0, but greaterthan 3.0 to 1.0  1.0%  2.75%  0.50%               I Less than or equal to3.0 to 1.0  0.50%  2.25%  0.50%     1.2. The definition of the term *“Indebtedness for Borrowed Money”*contained in Section5.1 of the Credit Agreement shall be amended by adding the following proviso thereto immediatelybefore the period appearing at the end of such definition:“; *provided however*, that the term *“Indebtedness for Borrowed Money”*shall not include theindebtedness evidenced by any Senior Notes owned by the Company or any Subsidiary of theCompany so long as such Senior Notes are not shown as an asset on the Company’s financialstatements.”     1.3. Clause (d) of the definition of Permitted Acquisition in Section 5.1 of the CreditAgreement shall be amended by deleting the reference to *“$3,000,000”*therein and replacing suchreference with *“$5,000,000”*in lieu thereof.     1.4. Section 8.22 of the Credit Agreement shall be amended to read as follows:     “*Section 8.22. Capital Expenditures*The Borrower shall not, nor shall it permit any ofthe Guarantors to, incur Capital Expenditures in an amount in excess of $25,000,000 in theaggregate during any fiscal year.”     1.5. Section 8.24 of the Credit Agreement shall be amended to read as follows:     *“Section 8.24. Leverage Ratio.*As of the last day of each fiscal quarter of theBorrower ending during each of the periods specified below, the Borrower shall not permitthe Leverage Ratio at such time to be greater than:
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         Leverage Ratio shall not be From and including To and including More than:December 31, 2005 December 31, 2005 5.25 to 1.0January 1, 2006 June 30, 2006 5.75 to 1.0July 1, 2006 December 31, 2006 5.00 to 1.0January 1, 2007 June 30, 2007 4.50 to 1.0July 1, 2007 Thereafter 4.25 to 1.0”     1.6. Section 8.27 of the Credit Agreement shall be amended and restated in its entirety toread as follows:     *“Section 8.27. Monthly Minimum EBITDA.*As of the last day of each calendar monthending during each of the periods specified below, the Borrower shall not permit its EBITDAfor the twelve (12) consecutive calendar months then ended to be less than:         EBITDA shall not be Less From and including To and including than:October 1, 2005 March 31, 2006 $45,000,000April 1, 2006 May 31, 2006 $40,000,000June 1, 2006 August 31, 2006 $42,000,000September 1, 2006 November 30, 2006 $45,000,000December 1, 2006 February 28, 2007 $50,000,000March 1, 2007 May 31, 2007 $52,500,000June 1, 2007 Thereafter $55,000,000”     1.7. Section 8.21(a) of the Credit Agreement shall be amended to read as follows:     “*Section 8.21. Senior Notes*(a) The Borrower shall not, nor shall it permit anySubsidiary to, (i) amend or modify any of the terms or conditions relating to Senior Notes(other than amendments and modifications that (A) would extend the maturity or reduce theamount of any payment of principal or reduce the rate or extend any date for payment ofinterest, (B) adds collateral that conforms to collateral covered by the CollateralDocuments, or (C) releases collateral) or (ii) directly or indirectly make any voluntaryprepayment of any Senior Notes, purchase any Senior Notes, or effect any voluntaryredemption of any Senior Notes; *provided, however*, the foregoing shall not prohibit theBorrower from:
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     (1) prepaying, purchasing and redeeming Senior Notes (x) with the proceeds ofthe issuance and sale of common stock of the Borrower so long as no Default or Eventof Default shall exist before or after giving effect thereto and (y) after theBorrower’s obligations under Section 4.19 of the Senior Note Indenture haveterminated pursuant to Section 4.19(d) of the Senior Note Indenture so long as (I)no Revolving Loans are outstanding immediately prior to and for 10 consecutive daysimmediately after such prepayment, purchase or redemption, and (II) no Default orEvent of Default shall exist before and after giving effect thereto, and     (2) purchasing Senior Notes in the open market for an aggregate purchase pricenot to exceed $10,000,000 during the term of this Agreement so long as (x) aftergiving effect to each such purchase, no Default or Event of Default shall existbefore or after giving effect thereto, including with respect to the covenantscontained in Sections 8.22, 8.23, 8.24, 8.25, 8.26 and 8.27 on a pro forma basis,and (y) the Borrower has complied with all requirements of the Senior Note Indentureapplicable to such purchase, including without limitation obtaining any necessaryconsents of the holders of the Senior Notes.”     1.8. Schedule 6.2 of the Credit Agreement shall be replaced by Schedule 6.2 attached to thisAmendment.Section 2.Conditions Precedent.     The effectiveness of this Amendment is subject to the satisfaction of all of the followingconditions precedent:     2.1. The Company, the Subsidiaries, the Agent, and the Required Lenders shall have executedand delivered this Amendment.     2.2. Each of the representations and warranties set forth in Section 6 of the Credit Agreementshall be true and correct (except that for purposes of this paragraph the representations containedin Section 6.5 shall be deemed to refer to the most recent financial statements of the Companydelivered to the Lenders).     2.3. The Company shall be in full compliance with all of the terms and conditions of theCredit Agreement and no Event of Default or Default shall have occurred and be continuingthereunder or shall result after giving effect to this Amendment.     2.4. Legal matters incident to the execution and delivery of this Amendment shall besatisfactory to the Agent and its counsel.     2.5. The Subsidiaries shall have executed and delivered to the Agent their consent to thisAmendment in the form set forth below.
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     2.6. The Agent shall have received for the account of each Lender executing this Amendment anon-refundable amendment fee in the amount equal to 0.30% of each such Lenders Revolving CreditCommitment.Section 3.Representations.     In order to induce the Lenders to execute and deliver this Amendment, the Company herebyrepresents to the Lenders that as of the date hereof, and after giving effect to the amendmentscalled for hereby, the representations and warranties set forth in Section 6 of the CreditAgreement are and shall be and remain true and correct (except that for purposes of this paragraphthe representations contained in Section 6.5 shall be deemed to refer to the most recent financialstatements of the Company delivered to the Lenders) and the Company is in compliance with all ofthe terms and conditions of the Credit Agreement and no Default or Event of Default exists underthe 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 theLenders the Collateral Documents to which it is a party. The Company and the Subsidiaries herebyacknowledge and agree that the Liens created and provided for by the Collateral Documents to whichit is a party continue to secure, among other things, the Obligations arising under the CreditAgreement as amended hereby; and the Collateral Documents to which it is a party and the rights andremedies 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 beaffected, impaired or discharged hereby. Nothing herein contained shall in any manner affect orimpair the priority of the liens and security interests created and provided for by the CollateralDocuments to which it is a party as to the indebtedness which would be secured thereby prior togiving effect to this Amendment.     4.2. Except as specifically amended herein or waived hereby, the Credit Agreement shallcontinue in full force and effect in accordance with its original terms. Reference to thisspecific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument ordocument executed in connection therewith, or in any certificate, letter or communication issued ormade pursuant to or with respect to the Credit Agreement, any reference in any of such items to theCredit 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 differentparties on different counterpart signature pages, all of which taken together shall constitute oneand the same agreement. Any of the parties hereto may execute this Amendment by signing any suchcounterpart and each of such counterparts shall for all purposes be deemed to be an original. ThisAmendment 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 theAgent in connection with the credit facilities and the preparation, execution and delivery of thisAmendment, and the documents and transactions contemplated hereby, including the reasonable feesand expenses of counsel for the Agent with respect to the foregoing.
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[Signature Page(s) to Follow]
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     This Third Amendment to Credit Agreement is entered into as of the date and year first abovewritten.           Rent-Way, Inc.             By          Name                 Title                        Rent-Way of Tomorrow, Inc.             By          Name                 Title                        Rent-Way of Michigan, Inc.             By          Name                 Title                        Rent-Way Developments, Inc.             By          Name                 Title                        Rent-Way of TTIG, L.P.             By          Name                 Title             Rent-Way, Inc.