FIRST OMNIBUS AMENDMENT
THIS
FIRST OMNIBUS AMENDMENT (this “Amendment”),
dated
as of October 20, 2006 is entered into by and among CALYON NEW YORK BRANCH
(“Calyon”),
THE
BANK OF NOVA SCOTIA (“Scotia”),
ATLANTIC ASSET SECURITIZATION CORP. (“Atlantic”),
LIBERTY STREET FUNDING CORP. (“Liberty
Street”),
UNITED RENTALS RECEIVABLES LLC II (the “SPV”),
UNITED RENTALS, INC. (the “Collection
Agent”),
and
UNITED RENTALS (NORTH AMERICA), INC., UNITED RENTALS NORTHWEST, INC., UNITED
RENTALS SOUTHEAST, L.P., AND UNITED EQUIPMENT RENTALS GULF, L.P. (collectively,
the “Originators”).
Capitalized terms used and not otherwise defined herein are used as defined
in
the Agreements (as defined below).
RECITALS
WHEREAS,
the Originators, the Collection Agent and the SPV entered into that certain
Purchase and Contribution Agreement, dated as of May 31, 2005 (the “PCA”);
WHEREAS,
the SPV, as Seller, the Collection Agent, Atlantic and Liberty Street, as
Purchasers, Calyon, as a bank, as purchaser agent for Atlantic and as
administrative Agent (a “Bank,”
“Atlantic
Purchaser Agent”
and
“Administrative
Agent”),
and
Scotia, as a bank and as purchaser agent for Liberty (a “Bank”
and
“Liberty
Purchaser Agent”),
entered into that certain Receivables Purchase Agreement dated as of May 31,
2005 (the “RPA”
and
together with the PCA, the “Agreements”);
WHEREAS,
the parties hereto desire to amend the Agreements as hereinafter set
forth;
NOW,
THEREFORE, the parties agree as follows:
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Section
1.
|
Amendments
to the RPA.
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(a) The
definition of “Bank Commitment” is hereby amended by deleting the references to
“$100,000,000” therein and inserting “$150,000,000” in their place.
(b) The
definition of “Comparable Credit Facility” is hereby deleted in its
entirety.
(c) The
definition of “Facility Termination Date” is hereby deleted in its entirety and
replaced with the following:
“Facility
Termination Date”
means
the earliest of (a) October 20, 2011, (b) the
date
determined pursuant to Section 2.02, (c) the date the Purchase Limit is reduced
to zero pursuant to Section 1.01(b) or (d) the date upon which the Credit
Agreement is terminated in connection with an Event of Default
thereunder.
(d) The
definition of “Purchase Limit” is hereby amended by deleting the reference to
“$200,000,000” therein and inserting “$300,000,000” in its place.
(e) The
definition of “Maximum Funded Debt to Cash Flow Ratio” is hereby amended by
deleting the reference to “Maximum.”
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(f)
The definition of “Daily Report Trigger Event” is hereby amended by deleting the
reference to “Maximum” in clause (b) therein.
(g) Section
4.06(d) is hereby deleted in its entirety and replaced with the
following:
(d) Termination
of Credit Agreement.
The
Collection Agent shall notify the Administrative Agent and each Purchaser Agent
of the termination of the Credit Agreement by the lenders thereunder as soon
as
reasonably practicable, but in any event within one (1) Business Day of the
earlier of receipt by the Collection Agent or any Originator of notice of such
termination and the effectiveness of such termination.
|
Section
2.
|
Amendments
to the PCA.
|
(a) The
definition of “Facility Termination Date” is hereby deleted in its entirety and
replaced with the following:
“Facility
Termination Date”
means
the earliest of (a) October 20, 2011, (b) the date determined pursuant to
Section 7.01, (c) the date which the Buyer designates by at least five Business
Days notice to the Administrative Agent and each Purchaser Agent and (d) the
date upon which the Credit Agreement is terminated in connection with an Event
of Default thereunder.
(b) Section
5.01(j)(iii) is hereby deleted in its entirety and replaced with the
following:
(iii) notice
of
the termination of the Credit Agreement by the lenders thereunder as soon as
reasonably practicable, but in any event within one (1) Business Day of the
earlier of receipt by the Collection Agent or any Originator of notice of such
termination and the effectiveness of such termination.
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Section
3.
|
Agreements
in Full Force and Effect as
Amended
|
Except
as
specifically amended hereby, all of the provisions of the Agreements 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.
|
Section
4.
|
Miscellaneous
|
(a) 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 any Agreement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and conditions of each 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.
(b) 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.
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(c)
This Amendment may not be amended or otherwise modified except as provided
in
each respective Agreement.
(d) 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 and 5-1402 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.
PURCHASERS: ATLANTIC
ASSET SECURITIZATION CORP.
By: CALYON
NEW YORK BRANCH,
as
Attorney-in-Fact
By: ______/s/______________
Name:
Title:
By: ______/s/______________
Name:
Title:
LIBERTY STREET FUNDING CORP.
By: _______/s/_____________
Name:
Title:
PURCHASER
AGENTS:
CALYON
NEW YORK BRANCH
By: _______/s/_____________
Name:
Title:
By: ________/s/____________
Name:
Title:
THE
BANK OF NOVA
SCOTIA
By: _________/s/___________
Name:
Title:
ADMINISTRATIVE
CALYON
NEW YORK BRANCH
AGENT:
By: _________/s/___________
Name:
Title:
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By: _________/s/___________
Name:
Title:
BANKS:
CALYON
NEW YORK BRANCH
By: _________/s/___________
Name:
Title:
By: _________/s/___________
Name:
Title:
THE
BANK OF NOVA
SCOTIA
By: _________/s/___________
Name:
Title:
SPV: UNITED
RENTALS RECEIVABLES LLC II
By: _________/s/___________
Name:
Title:
By: _________/s/___________
Name:
Title:
COLLECTION
AGENT:
UNITED
RENTALS, INC.
By: _________/s/___________
Name:
Title:
By: _________/s/___________
Name:
Title:
ORIGINATORS:
UNITED
RENTALS (NORTH AMERICA), INC.
By: _________/s/___________
Name:
Title:
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By: ________/s/____________
Name:
Title:
UNITED
RENTALS
NORTHWEST, INC.
By: _______/s/_____________
Name:
Title:
By: ________/s/____________
Name:
Title:
UNITED
RENTALS
SOUTHEAST, L.P.
By: ________/s/____________
Name:
Title:
By: ________/s/____
______
Name:
Title:
UNITED
EQUIPMENT
RENTALS GULF, L.P.
By: _________/s/___________
Name:
Title:
By: ________/s/____________
Name:
Title:
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