First Amendment to the Receivables Purchase Agreement



 Exhibit 10(uu) 
 Execution Version 
 FIRST AMENDMENT TO THE
RECEIVABLES PURCHASE AGREEMENT 
 THIS FIRST AMENDMENT (this “Amendment”), to that certain Agreement (as
defined below), is dated as of October 20, 2009 and is entered into by and among UNITED RENTALS RECEIVABLES LLC II (the “Seller”), UNITED RENTALS, INC. (the “Collection Agent”), ATLANTIC ASSET SECURITIZATION
LLC (“Atlantic”) and LIBERTY STREET FUNDING LLC (“Liberty”, and together with Atlantic, the “Purchasers”), CALYON NEW YORK BRANCH, as administrative agent (the “Administrative
Agent”) for the Investors and the Banks, and as purchaser agent for Atlantic (the “Atlantic Purchaser Agent”) and THE BANK OF NOVA SCOTIA (the “Liberty Purchaser Agent” and together with the Atlantic
Purchaser Agent, the “Purchaser Agents”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below). 
 RECITALS 
 WHEREAS, the Seller, the Collection Agent, the Purchasers, the
Administrative Agent and the Purchaser Agents entered into that certain Amended and Restated Receivables Purchase Agreement dated as of December 22, 2008 (the “Agreement”); 
 WHEREAS, pursuant to Section 7.01 of the Agreement, the parties hereto desire to amend the Agreement as hereinafter set forth;

 NOW, THEREFORE, the parties agree as follows: 
 Section 1. Amendment to the Agreement. 
 The Agreement is hereby amended by
deleting in its entirety the definition of “Commitment Termination Date” and replacing it with the following: 
 “Commitment Termination Date” means the earliest of (a) December 30, 2009 (or the date so extended, or otherwise modified in a written agreement pursuant to Section 1.13) (b) the Facility Termination Date,
(c) the date determined pursuant to Section 2.02 or any Commitment Renewal, and (d) the date the Purchase Limit reduces to zero. 
 Section 2. Agreement in Full Force and Effect as Amended 
 (a) Except as
specifically amended hereby, all of the provisions of the 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. 

(b) The parties hereto agree to be bound by the terms and conditions of the 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. 
 (c) This
Amendment may not be amended or otherwise modified except as provided in the Agreement. 
  

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 Section 3. Reference in Other Documents 
 On and from the date hereof, references to the Agreement or in any agreement or document (including without limitation the Agreement) shall
be deemed to include a reference to the Agreement, as amended hereby, whether or not reference is made to this Amendment. 
 Section 4. Counterparts 
 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 the Agreement, but shall constitute an amendment thereof. 
 Section 5. Headings 
 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. 
 Section 6. Governing Laws 
 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 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. 
  

									
	 SELLER:
	 		 		 	UNITED RENTALS RECEIVABLES LLC II
					
		 		 		 	By:	 	 /S/    IRENE
MOSHOURIS        

		 		 		 	Name:	 	Irene Moshouris
		 		 		 	Title:	 	Vice President and Treasurer
				
	 COLLECTION AGENT:
	 		 		 	UNITED RENTALS, INC.
					
		 		 		 	By:	 	 /S/    IRENE
MOSHOURIS        

		 		 		 	Name:	 	Irene Moshouris
		 		 		 	Title:	 	Vice President and Treasurer
				
	 ADMINISTRATIVE AGENT:
	 		 		 	CALYON NEW YORK BRANCH
					
		 		 		 	By:	 	 /S/    KOUSTAUTINA
KOURMPETIS        

		 		 		 	Name:	 	Koustautina Kourmpetis
		 		 		 	Title:	 	Managing Director
					
		 		 		 	By:	 	 /S/    SAM
PILCER        

		 		 		 	Name:	 	Sam Pilcer
		 		 		 	Title:	 	Managing Director
				
	 ATLANTIC:
	 		 		 	ATLANTIC ASSET SECURITIZATION LLC
				
		 		 		 	By: Calyon New York Branch, as Attorney-in-Fact
					
		 		 		 	By:	 	 /S/    KOUSTAUTINA
KOURMPETIS        

		 		 		 	Name:	 	Koustautina Kourmpetis
		 		 		 	Title:	 	Managing Director
					
		 		 		 	By:	 	 /S/    SAM
PILCER        

		 		 		 	Name:	 	Sam Pilcer
		 		 		 	Title:	 	Managing Director
				
	 LIBERTY:
	 		 		 	LIBERTY STREET FUNDING LLC
					
		 		 		 	By:	 	 /S/    JILL A.
RUSSO        

		 		 		 	Name:	 	Jill A. Russo
		 		 		 	Title:	 	Vice President

 [CONTINUED] 
  

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	 PURCHASER AGENTS:
	 		 		 		 	CALYON NEW YORK BRANCH
						
		 		 		 		 	By:	 	 /S/    KOUSTAUTINA
KOURMPETIS        

		 		 		 		 	Name:	 	 Koustautina Kourmpetis

		 		 		 		 	Title:	 	 Managing Director

						
		 		 		 		 	By:	 	 /S/    SAM
PILCER        

		 		 		 		 	Name:	 	Sam Pilcer
		 		 		 		 	Title:	 	Managing Director
					
		 		 		 		 	THE BANK OF NOVA SCOTIA
						
		 		 		 		 	By:	 	 /S/    MICHAEL
EDEN        

		 		 		 		 	Name:	 	Michael Eden
		 		 		 		 	Title:	 	Director
					
	 BANKS:
	 		 		 		 	CALYON NEW YORK BRANCH
						
		 		 		 		 	By:	 	 /S/    KOUSTAUTINA
KOURMPETIS        

		 		 		 		 	Name:	 	 Koustautina Kourmpetis

		 		 		 		 	Title:	 	 Managing Director

						
		 		 		 		 	By:	 	 /S/    SAM
PILCER        

		 		 		 		 	Name:	 	Sam Pilcer
		 		 		 		 	Title:	 	Managing Director
					
		 		 		 		 	THE BANK OF NOVA SCOTIA
						
		 		 		 		 	By:	 	 /S/    MICHAEL
EDEN        

		 		 		 		 	Name:	 	Michael Eden
		 		 		 		 	Title:	 	Director

  

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