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 RECEIVABLES LLC I, a Delaware limited liability company (the “Seller”), UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Purchaser”), and UNITED RENTALS, INC., a Delaware corporation, as Collection Agent.

 

 

WHEREAS, the Seller and the Purchaser 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 .    The Purchase Agreement and all documents entered into in connection therewith are hereby amended as follows:

 

(a)    Section 4.01(k) of the Purchase Agreement is hereby amended to delete the parenthetical at the end thereof.

 

(b)    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.

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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.

 

 

SELLER:		UNITED RENTALS RECEIVABLES LLC I
		By:
				Name: Title:
PURCHASER:		PURCHASER: UNITED RENTALS RECEIVABLES LLC II
		By:
				Name: Title:

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ANNEX B

 

LOCK-BOX ACCOUNTS

 

Sugarland Office		National Accounts
United Rentals—Houston		United Rentals
P.O. Box 4719		P.O. Box 846394
Houston, TX ###-###-####		Dallas, TX ###-###-####
Comerica		Bank of America
Acct# 1851045144		Acct# 2870769692
Arlington Office		Crofton, MD—Maryland
United Rentals—Dallas		United Rentals, Inc.
P.O. Box 891413		P.O. Box 100711
Dallas, TX ###-###-####		Atlanta, GA 30384-0711
Comerica		Bank of America
Acct# 1851045151		Acct# 005041239194
Batavia, NY—Aerial Division		St. Louis Office
Includes Charlotte, NC; Crofton, MD; Fairfield, CT; Lexington, KY United Rentals (North America), Inc. Box 19633A Newark, NJ 07195-0633 Bank of New York Acct# 8900341343		United Rentals, Inc. P.O. Box 503330 St. Louis, MO 63150-3330 Bank of America Acct# 005041239204
Sacramento, CA—NorCal, Nevada
United Rentals—Sacramento, CA
P.O. Box 45042
San Francisco, CA 94145-5042
Union Bank of California
Acct# 2380004901

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