Exhibit 10(uu)
Execution Version
FIRST AMENDMENT TO THE
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this “
Amendment ”), to that certain Agreement (as defined
below), is dated as of October 20, 2009 and is entered into by
and among UNITED RENTALS RECEIVABLES LLC II (the “
Seller ”), UNITED RENTALS, INC. (the “
Collection Agent ”), ATLANTIC ASSET SECURITIZATION LLC
(“ Atlantic ”) and LIBERTY STREET FUNDING LLC
(“ Liberty ”, and together with Atlantic, the
“ Purchasers ”), CALYON NEW YORK BRANCH, as
administrative agent (the “ Administrative Agent
”) for the Investors and the Banks, and as purchaser agent
for Atlantic (the “ Atlantic Purchaser Agent ”)
and THE BANK OF NOVA SCOTIA (the “ Liberty Purchaser
Agent ” and together with the Atlantic Purchaser Agent,
the “ Purchaser Agents ”). Capitalized terms
used and not otherwise defined herein are used as defined in the
Agreement (as defined below).
RECITALS
WHEREAS, the Seller, the Collection
Agent, the Purchasers, the Administrative Agent and the Purchaser
Agents entered into that certain Amended and Restated Receivables
Purchase Agreement dated as of December 22, 2008 (the “
Agreement ”);
WHEREAS, pursuant to
Section 7.01 of the Agreement, the parties hereto desire to
amend the Agreement as hereinafter set forth;
NOW, THEREFORE, the parties agree as
follows:
Section 1. Amendment to the
Agreement.
The Agreement is hereby amended by
deleting in its entirety the definition of “Commitment
Termination Date” and replacing it with the
following:
“Commitment Termination
Date” means the earliest of (a) December 30, 2009
(or the date so extended, or otherwise modified in a written
agreement pursuant to Section 1.13) (b) the Facility
Termination Date, (c) the date determined pursuant to
Section 2.02 or any Commitment Renewal, and (d) the date
the Purchase Limit reduces to zero.
Section 2. Agreement in Full
Force and Effect as Amended
(a) Except as specifically amended
hereby, all of the provisions of the Agreement and all of the
provisions of all other documentation required to be delivered with
respect thereto shall remain in full force and effect from and
after the date hereof.
(b) The parties hereto agree to be
bound by the terms and conditions of the Agreement, as amended by
this Amendment, as though such terms and conditions were set forth
herein. This Amendment shall be effective as of the date first
written above.
(c) This Amendment may not be
amended or otherwise modified except as provided in the
Agreement.
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Section 3. Reference in Other
Documents
On and from the date hereof,
references to the Agreement or in any agreement or document
(including without limitation the Agreement) shall be deemed to
include a reference to the Agreement, as amended hereby, whether or
not reference is made to this Amendment.
Section 4.
Counterparts
This Amendment may be executed in
any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall
not constitute a novation of the Agreement, but shall constitute an
amendment thereof.
Section 5.
Headings
The descriptive headings of the
various sections of this Amendment are inserted for convenience of
reference only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.
Section 6. Governing
Laws
This Amendment and the rights and
obligations of the parties under this Amendment shall be governed
by, and construed in accordance with, the laws of the state of New
York (without giving effect to the conflict of laws principles
thereof, other than Section 5-1401 of the New York General
Obligations Law, which shall apply hereto).
The remainder of this page is
intentionally left blank.
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IN WITNESS WHEREOF, the parties have
agreed to and caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first
above written.
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SELLER:
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UNITED RENTALS
RECEIVABLES LLC II
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By:
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Name:
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Irene Moshouris
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