AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.A 4 uri-6302013xex10a.htm AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT URI-6.30.2013-Ex 10.A

Exhibit 10(a)

AMENDMENT NO. 2 TO

AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2013 (this “Amendment”), to that certain Amended and Restated Credit Agreement, dated as of October 14, 2011 (as amended, modified, restated or supplemented from time to time in accordance with its terms, the “Credit Agreement”), among United Rentals, Inc. (“Holdings”), United Rentals (North America), Inc. (the “Company”), the subsidiaries of the Company party thereto as U.S. Subsidiary Borrowers (together with the Company, each a “U.S. Borrower” and collectively, the “U.S. Borrowers”), United Rentals of Canada, Inc. (the “Canadian Borrower”), United Rentals Financing Limited Partnership (the “Specified Loan Borrower”; and together with the U.S. Borrowers and the Canadian Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors party thereto, the financial institutions party thereto from time to time (the “Lenders”), Bank of America, N.A., as agent for the Lenders (in such capacity, together with any successor in such capacity, the “Agent”), and the other parties thereto.

WHEREAS, the Borrowers, Holdings, the other Guarantors, the Lenders, the Agent and certain other parties are party to the Credit Agreement; and

WHEREAS, the Borrowers have requested that the Required Lenders and the Agent agree to amend certain provisions of the Credit Agreement.

NOW, THEREFORE, subject to satisfaction of the conditions precedent set forth in Section 3 hereof, it is hereby agreed:

SECTION 1 CAPITALIZED TERMS.

1.1 Capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

SECTION 2 AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of the Effective Date (as defined below) the Credit Agreement is hereby amended as follows:

2.1 The introductory paragraph to the Credit Agreement is hereby amended by deleting each reference to “Five Greenwich Office Park, Greenwich, Connecticut 06831” contained therein and substituting therefor in each case the following:

“100 First Stamford Place, Suite 700, Stamford, CT 06902”.

2.2 The defined term “Interest Period” in Section 1.1 of the Credit Agreement is hereby amended by deleting the language “ending on the date 14 days or one, two, three or six months thereafter or (if available from all the Lenders making or holding such Loan as determined by such Lenders in good faith) nine or 12 months thereafter,” contained therein and substituting therefor the following:

“ending on the date 7 days (if made available by the Agent in its reasonable discretion and otherwise available from all the Lenders making or holding such Loan as determined by such

Lenders in good faith) or one, two, three or six months thereafter or (if available from all the Lenders making or holding such Loan as determined by such Lenders in good faith) nine or 12 months thereafter,”.

2.3 The defined term “Interest Period” in Section 1.1 of the Credit Agreement is hereby further amended by inserting after “any Interest Period” in the first line of clause (b) thereof the following: “that is not 7 days”.

2.4 Section 3.2(e) of the Credit Agreement is hereby amended by deleting the number “15 (fifteen)” contained therein and substituting therefor the number “25 (twenty-five)”.

2.5 Section 14.8 of the Credit Agreement is hereby amended by deleting each reference to:

“Five Greenwich Office Park

Greenwich, Connecticut 06831”

contained therein and substituting therefor in each case the following:

“100 First Stamford Place, Suite 700

Stamford, CT 06902”.

SECTION 3 CONDITIONS PRECEDENT.

This Amendment shall become effective on the date (such date, the “Effective Date”) that the following conditions precedent shall have been satisfied in full, as reasonably determined by the Agent:

(a) Counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Required Lenders and the Agent shall have been delivered to the Agent.

(b) There shall exist no Default or Event of Default after giving effect to this Amendment.

SECTION 4 REPRESENTATIONS

4.1 Each of the Borrowers hereby represents and warrants that, both before and after giving effect to this Amendment, (a) the representations and warranties contained in the Credit Agreement and all other Loan Documents are correct in all material respects (and any representation or warranty that is qualified as to materiality or Material Adverse Effect is correct in all respects) on and as of the date hereof, other than any such representations and warranties which relate to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing prior to the date hereof by the Borrowers that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warrant and (b) no event, act or condition has occurred and is continuing which constitutes a Default or an Event of Default.

SECTION 5 MISCELLANEOUS.

5.1 Except as herein expressly amended, nothing herein shall be deemed to be a waiver of or amendment to any covenant, provision or agreement contained in the Credit Agreement or any other Loan Document, and each Borrower and Guarantor hereby agrees that all of the covenants, provisions and agreements contained in the Credit Agreement and the other Loan Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms.

5.2 Each of the Guarantors hereby consents to the terms and conditions of this Amendment and reaffirms its guaranty of all of the applicable Obligations.

5.3 From and after the Effective Date, all references in the Credit Agreement to “this Agreement”, “hereof”, “herein”, and similar terms shall mean and refer to the Credit Agreement, as amended and modified by this Amendment, and all references in other documents to the Credit Agreement shall mean such agreement as amended and modified by this Amendment. This Amendment constitutes a Loan Document.

5.4 This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement.

5.5 Delivery of an executed counterpart of a signature page by telecopier or electronic transmission in pdf format shall be effective as delivery of a manually executed counterpart.

5.6 THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

5.7 The parties hereto shall, at any time and from time to time following the execution of this Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Agreement.

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IN WITNESS WHEREOF, the parties have entered into this Amendment on the date first above written.

HOLDINGS

UNITED RENTALS, INC., as a Guarantor


By:	/s/ Irene Moshouris

Name: Irene Moshouris

Title: Senior Vice President and Treasurer

BORROWERS

UNITED RENTALS (NORTH AMERICA), INC., and as a Guarantor


By:	/s/ Irene Moshouris

Name: Irene Moshouris

Title: Senior Vice President and Treasurer

UNITED RENTALS OF CANADA, INC., and as a Guarantor


By:	/s/ Irene Moshouris

Name: Irene Moshouris