AMENDMENT 1 TO PURCHASE AND CONTRIBUTION AGREEMENT
Exhibit 10(f)
AMENDMENT 1 TO PURCHASE AND CONTRIBUTION AGREEMENT
AMENDMENT, dated as of January 9, 2001, to the Purchase and Contribution Agreement, dated as of December 21, 2000, as amended to date (the “Purchase Agreement”), among UNITED RENTALS (NORTH AMERICA), INC., a Delaware
corporation, UNITED RENTALS NORTHWEST, INC., an Oregon corporation, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas limited partnership (each an “Originator” and
collectively, the “Originators”), UNITED RENTALS, INC., a Delaware corporation, (“United Rentals”), as Collection Agent, and UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (the
“Buyer”).
RECITALS
WHEREAS, the Originators and the Buyer have agreed subject to the terms and conditions of this Amendment, to amend the Purchase Agreement
as hereinafter set forth. Terms used herein but not defined herein shall have the meaning assigned thereto in the Purchase Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Purchase
Agreement. Annex B to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth in the new Annex B attached to this Amendment.
2. Execution in Counterparts, Etc. This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment. The delivery of a signed signature page to this Amendment by telecopy transmission shall constitute due
execution and delivery of this Amendment for all purposes.
3. Purchase Agreement in Full Force and
Effect. Except as amended by this Amendment, all of the provisions of the Purchase 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.
4. References to Purchase Agreement. From and after
the date hereof, (a) all references in the Purchase Agreement to “this Agreement,” “hereof,” “herein,” or similar terms and (b) all references to the Purchase Agreement in each agreement, instrument and other document
executed or delivered in connection with the Purchase Agreement, shall mean and refer to the Purchase Agreement, as amended by this Amendment.
5. Further Assurances. The parties hereto agree to execute and deliver any and all further agreements, certificates and other documents reasonably necessary to implement
the provisions of this Amendment.
6. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the law of the State of New York without giving effect to the conflict of laws principles thereof.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.
| ORIGINATORS: |
UNITED RENTALS (NORTH AMERICA), INC. | |
| By: | ||
| Name: | ||
| Title: | ||
| UNITED RENTALS NORTHWEST, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| UNITED RENTALS SOUTHEAST, L.P. | ||
| By: | ||
| Name: | ||
| Title: | ||
| UNITED EQUIPMENT RENTALS GULF, L.P. | ||
| By: | ||
| Name: | ||
| Title: | ||
| BUYER: |
UNITED RENTALS RECEIVABLES LLC I | |
| By: | ||
| Name: | ||
| Title: |
3
ANNEX B
LOCK-BOX ACCOUNTS
| Sugarland Office |
National Accounts | |
| United Rentals—Houston |
United Rentals | |
| X.X. Xxx 0000 |
X.X. Xxx 000000 | |
| Xxxxxxx, XX 77210-4719 |
Xxxxxx, XX 00000-0000 | |
| Comerica |
Bank of America | |
| Acct# 1851045144 |
Acct# 2870769692 | |
| Arlington Office |
Crofton, MD—Maryland | |
| United Rentals—Dallas |
United Rentals, Inc. | |
| X.X. Xxx 000000 |
X.X. Xxx 000000 | |
| Xxxxxx, XX 75389-1413 |
Xxxxxxx, XX 00000-0000 | |
| Comerica |
Bank of America | |
| Acct# 1851045151 |
Acct# 005041239194 | |
| Batavia, NY—Aerial Division |
Xx. Xxxxx Xxxxxx | |
| Xxxxxxxx Xxxxxxxxx, XX; Crofton, MD; Fairfield, CT; Lexington, KY United Rentals (North America), Inc. Xxx 00000X Xxxxxx, XX 00000-0000 Bank of New York Acct# 8900341343 |
United Rentals, Inc. X.X. Xxx 000000 Xx. Xxxxx, XX 00000-0000 Bank of America Acct# 005041239204 |
|
| Sacramento, CA—NorCal, Nevada |
||
| United Rentals—Sacramento, CA |
||
| X.X. Xxx 00000 |
||
| Xxx Xxxxxxxxx, XX 00000-0000 |
||
| Union Bank of California |
||
| Acct# 2380004901 |
4
