AMENDMENT NO. 1 TO PURCHASE AGREEMENT
EXHIBIT 10.2
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO PURCHASE AGREEMENT is made and entered into as of January 27, 2004 by and among United Rentals (North America), Inc., (the Company), a Delaware corporation, United Rentals, Inc., (Holdings), a Delaware corporation, certain of the Companys subsidiaries who are guarantors under the Purchase Agreement (the Guarantors), as set forth on Schedule B, and Credit Suisse First Boston LLC, as representative of the several purchasers under the Purchase Agreement, (the Representative).
WITNESSETH:
WHEREAS, the Company, Holdings, the Guarantors and the Representative (collectively, the Parties) wish to amend certain provisions of the agreement relating to the purchase by the initial purchasers of $375,000,000 principal amount of the Companys 7% Senior Subordinated Notes due 2014, by and among the Parties, dated as of January 23, 2004 (the Purchase Agreement). The Parties wish to amend the Purchase Agreement to include Legg Mason Wood Walker, Incorporated as an initial purchaser in addition to those initial purchasers named in the Purchase Agreement.
WHEREAS, all capitalized terms contained herein shall have the meanings ascribed to them in the Purchase Agreement, unless otherwise expressly set forth herein. This Amendment, upon execution as provided for below, shall constitute Amendment No. 1 to the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and subject to the fulfillment of the conditions set forth below, the parties hereto agree as follows:
1. Schedule A to the Purchase Agreement is hereby amended and restated to read as follows:
Purchaser | Principal Amount of Notes to be Purchased | ||
Credit Suisse First Boston LLC | $ | 65,625,000 | |
Banc of America Securities LLC | 65,625,000 | ||
Citigroup Global Markets Inc. | 65,625,000 | ||
J.P. Morgan Securities Inc. | 65,625,000 | ||
BNY Capital Markets, Inc. | 18,750,000 | ||
Credit Lyonnais (USA) Inc. | 18,750,000 | ||
Legg Mason Wood Walker, Incorporated | 18,750,000 | ||
Scotia Capital (USA) Inc. | 18,750,000 | ||
UBS Securities LLC | 18,750,000 | ||
Wachovia Capital Markets, LLC | 18,750,000 | ||
Total: | $ | 375,000,000 | |
2. References in the Purchase Agreement to Purchasers shall hereby be amended to refer to the Purchasers set forth therein and Legg Mason Wood Walker, Incorporated.
3. The Purchase Agreement, as amended by this Amendment, constitutes the entire agreement with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, between the Parties.
4. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall together constitute one and the same Agreement.
5. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law. The Company, Holdings and the Guarantors hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
6. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and affiliates, and the controlling persons referred to in Section 7 of the Purchase Agreement, and no other person will have any right or obligation hereunder, except that holders of Offered Securities shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) of the Purchase Agreement against the Company as if such holders were parties thereto.
7. This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Purchase Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of any of the parities hereto that would require a waiver or consent of the other parties hereto. Except as expressly amended or modified herein, the provisions of the Purchase Agreement are and shall remain in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1 to Purchase Agreement to be executed on its behalf by its officers or representatives thereunto duly authorized, all as of the date first written above.
Very truly yours, | ||||
UNITED RENTALS (NORTH AMERICA), INC., | ||||
by | ||||
Name: Wayland R. Hicks | ||||
Title: Chief Executive Officer | ||||
UNITED RENTALS, INC., | ||||
by | ||||
Name: Wayland R. Hicks | ||||
Title: Chief Executive Officer | ||||
EACH OF THE GUARANTORS LISTED ON SCHEDULE B HERETO THAT IS A CORPORATION, | ||||
by | ||||
Name: Wayland R. Hicks | ||||
Title: Vice President | ||||
EACH OF THE GUARANTORS LISTED ON SCHEDULE B HERETO THAT IS A LIMITED PARTNERSHIP, BY UNITED RENTALS (NORTH AMERICA), INC., ITS GENERAL PARTNER, | ||||
by | ||||
Name: Wayland R. Hicks | ||||
Title: Chief Executive Officer |
EACH OF THE GUARANTORS LISTED ON SCHEDULE B HERETO THAT IS A LIMITED LIABILITY COMPANY, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER, | ||||
by | ||||
Name: Wayland R. Hicks | ||||
Title: Chief Executive Officer |
CREDIT SUISSE FIRST BOSTON LLC, | ||
Acting on behalf of itself and as the Representative of the several Purchasers. | ||
by | ||
Name: | ||
Title: |
Schedule A
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Schedule B
Guarantor | Place of Formation | |
United Rentals (Delaware), Inc. | Delaware | |
United Rentals Gulf, Inc. | Delaware | |
United Equipment Rentals Gulf, L.P. | Texas | |
United Rentals Highway Technologies, Inc. | Massachusetts | |
United Rentals Highway Technologies Gulf, Inc. | Delaware | |
United Rentals Highway Technologies, L.P. | Texas | |
United Rentals Northwest, Inc. | Oregon | |
United Rentals Southeast Holding LLC | Georgia | |
United Rentals Southeast, Inc. | Delaware | |
United Rentals Southeast, L.P. | Georgia | |
Wynne Systems, Inc. | California |