Exhibit 10.2








EXECUTION VERSION




SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




Dated as of September 28, 2011




Among




UNITED RENTALS RECEIVABLES LLC II,

as Seller,




UNITED RENTALS, INC.,

as Collection Agent,




ATLANTIC ASSET SECURITIZATION LLC,

as a Purchaser,




LIBERTY STREET FUNDING LLC,

as a Purchaser,




CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as Purchaser Agent for Atlantic, as Administrative Agent and as a Bank,




THE BANK OF NOVA SCOTIA,

as Purchaser Agent for Liberty and as a Bank





 


 









 







Table of Contents




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I

	 
	 	 	 	 
	AMOUNTS AND TERMS OF THE PURCHASES

	 
	 	 	 	 
	SECTION 1.01. Purchase Facility
	 	 	2	 
	SECTION 1.02. Making Purchases
	 	 	2	 
	SECTION 1.03. Receivable Interest Computation
	 	 	3	 
	SECTION 1.04. Settlement Procedures
	 	 	4	 
	SECTION 1.05. Fees
	 	 	8	 
	SECTION
1.06. Payments and Computations, Etc.
	 	 	8	 
	SECTION 1.07. Dividing or Combining Receivable Interests
	 	 	8	 
	SECTION 1.08. Increased Costs and Requirements of Law
	 	 	9	 
	SECTION 1.09. Intended Characterization Security Interest
	 	 	11	 
	SECTION 1.10. [Reserved]
	 	 	11	 
	SECTION 1.11. Sharing of Payments
	 	 	11	 
	SECTION 1.12. Repurchase Option
	 	 	12	 
	SECTION 1.13. Extension; Additional Purchasers; Increased Commitments
	 	 	12	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES;

COVENANTS; EVENTS OF TERMINATION

	 
	 	 	 	 
	SECTION 2.01. Representations and Warranties; Covenants
	 	 	13	 
	SECTION 2.02. Events of Termination
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	INDEMNIFICATION

	 
	 	 	 	 
	SECTION 3.01. Indemnities by the Seller
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES

	 
	 	 	 	 
	SECTION 4.01. Designation of Collection Agent
	 	 	16	 
	SECTION 4.02. Duties of Collection Agent
	 	 	16	 
	SECTION 4.03. Certain Rights of the Administrative Agent
	 	 	17	 
	SECTION 4.04. Rights and Remedies
	 	 	18	 
	SECTION 4.05. Further Actions Evidencing Purchases
	 	 	19	 
	SECTION 4.06. Covenants of the Collection Agent and the Seller
	 	 	20	 
	SECTION 4.07. Indemnities by the Collection Agent
	 	 	21	 
	SECTION 4.08. Representations and Warranties of the Collection Agent
	 	 	22	 






 


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	 	 	Page	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	THE ADMINISTRATIVE AGENT

	 
	 	 	 	 
	SECTION 5.01. Authorization and Action
	 	 	23	 
	SECTION 5.02. Administrative Agent’s Reliance, Etc.
	 	 	23	 
	SECTION 5.03. Indemnification of Administrative Agent
	 	 	24	 
	SECTION 5.04. Credit Agricole and Affiliates
	 	 	24	 
	SECTION 5.05. Bank’s Purchase Decision
	 	 	24	 
	SECTION 5.06. [Reserved]
	 	 	24	 
	SECTION 5.07. Notice of Event of Termination
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	THE PURCHASER AGENTS

	 
	 	 	 	 
	SECTION 6.01. Authorization
	 	 	25	 
	SECTION 6.02. Reliance by Purchaser Agent
	 	 	25	 
	SECTION 6.03. Agent and Affiliates
	 	 	26	 
	SECTION 6.04. Notices
	 	 	26	 
	SECTION 6.05. Bank’s Purchase Decision
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 7.01. Amendments, Etc.
	 	 	27	 
	SECTION 7.02. Notices, Etc.
	 	 	27	 
	SECTION 7.03. Assignability
	 	 	29	 
	SECTION 7.04. Costs, Expenses and Taxes
	 	 	30	 
	SECTION 7.05. No Proceedings
	 	 	31	 
	SECTION 7.06. Confidentiality
	 	 	31	 
	SECTION 7.07. Governing Law
	 	 	32	 
	SECTION 7.08. SUBMISSION TO JURISDICTION
	 	 	32	 
	SECTION 7.09. WAIVER OF JURY TRIAL
	 	 	32	 
	SECTION 7.10. Execution in Counterparts
	 	 	33	 
	SECTION 7.11. Survival of Termination
	 	 	33	 
	SECTION 7.12. Severability
	 	 	33	 
	SECTION 7.13. Excess Funds
	 	 	33	 
	SECTION 7.14. No Recourse
	 	 	33	 







 


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EXHIBITS




	 	 	 	 	 
	EXHIBIT I

	 	—
	 	Definitions
	EXHIBIT II

	 	—
	 	Conditions of Purchases
	EXHIBIT III

	 	—
	 	Representations and Warranties
	EXHIBIT IV

	 	—
	 	Covenants of the Seller
	EXHIBIT V

	 	—
	 	Events of Termination
	EXHIBIT VI

	 	—
	 	Collection Agent Defaults






ANNEXES




	 	 	 	 	 
	ANNEX A

	 	—
	 	[Reserved]
	ANNEX B

	 	—
	 	[Reserved]
	ANNEX C

	 	—
	 	Credit and Collection Policy
	ANNEX D

	 	—
	 	[Reserved]
	ANNEX E

	 	—
	 	Monthly Report
	ANNEX F

	 	—
	 	Controlled Account
	ANNEX G-1

	 	—
	 	Weekly Report
	ANNEX G-2

	 	—
	 	Daily Report
	ANNEX H

	 	—
	 	Form of ENB Contract
	ANNEX I

	 	—
	 	Form of Purchase Request







 


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SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




Dated as of September 28, 2011




UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the
“Seller”), UNITED RENTALS, INC., a Delaware corporation (the “Collection Agent”),
ATLANTIC ASSET SECURITIZATION LLC (“Atlantic”), a Delaware corporation, and LIBERTY STREET
FUNDING LLC (“Liberty”) (each of Atlantic and Liberty, a “Purchaser”, and together
the “Purchasers”), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (f/k/a Calyon New York
Branch) (“Credit Agricole”), a branch of a French banking corporation, as a Bank, as
administrative agent (the “Administrative Agent”) for the Investors and the Banks (as
defined herein), as purchaser agent for Atlantic (the “Atlantic Purchaser Agent”), and THE
BANK OF NOVA SCOTIA (“Scotia Capital”), as a Bank and as purchaser agent for Liberty (the
“Liberty Purchaser Agent” and together with the Atlantic Purchaser Agent, the
“Purchaser Agents”), agree as follows:



PRELIMINARY STATEMENTS




Certain terms that are capitalized and used throughout this Agreement are defined in
Exhibit I to this Agreement. Capitalized terms not defined herein are used as defined in
the Purchase Agreement or, if not defined in the Purchase Agreement, the Credit Agreement.
References in the Exhibits to “the Agreement” refer to this Agreement, as amended, modified
or supplemented from time to time. All interest rate and yield determinations referenced herein
shall be expressed as a decimal and rounded, if necessary, to the nearest one hundredth of a
percentage point.



The Seller has acquired, and may continue to acquire, Receivables and Related Security from
the Originators, either by purchase or by contribution to the capital of the Seller, in accordance
with the terms of the Purchase Agreement. The Seller is prepared to sell undivided fractional
ownership interests (referred to herein as “Receivable Interests”) in the Pool Receivables.
The Purchasers may, in their sole discretion, purchase such Receivable Interests in the Pool
Receivables, and the Banks are prepared to purchase such Receivable Interests in the Pool
Receivables, in each case on the terms set forth herein.



 


 









 





The parties hereto previously entered into that certain Receivables Purchase Agreement, dated
as of May 31, 2005 and amended and restated as of December 22, 2008 and as further amended as of
October 20, 2009, November 5, 2009, October 19, 2010 and April 14, 2011. The parties hereto now
desire to amend and restate the Receivables Purchase Agreement in its entirety as set forth herein
and with effect from the date first set forth above. Accordingly, the parties agree as follows:



ARTICLE I




AMOUNTS AND TERMS OF THE PURCHASES





SECTION 1.01. Purchase Facility.



(a) On the terms and conditions hereinafter set forth, the Purchasers may, in their sole
discretion, and the Banks shall, ratably in accordance with their respective Bank Commitments,
purchase Receivable Interests in the Pool Receivables from the Seller from time to time during the
period from the date hereof through the date immediately preceding the Facility Termination Date,
in the case of the Banks, and through the date immediately preceding the Commitment Termination
Date, in the case of the Purchasers. Under no circumstances shall the Purchasers make any such
purchase, or the Banks be obligated to make any such purchase, if after giving effect to such
purchase the aggregate outstanding Capital of Receivable Interests in the Pool Receivables would
exceed the Purchase Limit or would exceed its ratable share of the Bank Commitment.



(b) The Seller may, upon at least five Business Days’ notice to the Administrative Agent and
each Purchaser Agent, terminate this purchase facility in whole or, from time to time, reduce in
part the unused portion of the Purchase Limit ratably in accordance with each Bank’s Percentage;
provided that each partial reduction shall be in the amount of at least $1,000,000; and
provided further that the Seller shall pay any related Broken Funding Cost; and
provided further that no partial reduction shall reduce the Purchase Limit below
$50,000,000.



(c) Subject to the conditions described in Section 2(b) of Exhibit II to this
Agreement, Collections attributable to Receivable Interests in the Pool Receivables shall be
automatically reinvested pursuant to Section 1.04(b)(ii) in additional undivided percentage
interests in the Pool Receivables by making an appropriate readjustment of the applicable
Receivable Interest percentages.




SECTION 1.02. Making Purchases.



(a) Each notice of purchase of a Receivable Interest in the Pool Receivables shall be
delivered by the Seller to the Administrative Agent and each Purchaser Agent no later than 10:30
a.m. (New York City time), on the proposed date the purchase is to be made. Each such notice of a
purchase shall be in the form of an irrevocable Purchase Request and shall specify (i) the amount
requested to be paid to the Seller by each Purchaser (such amount, which shall not be less than
$250,000 in the aggregate (inclusive of any amount being rolled over from a previous purchase),
being referred to herein as the initial “Capital” of each Receivable Interest in the Pool
Receivables then being purchased), (ii) the date of such purchase (which shall be a Business Day)
and (iii) unless the purchase will be funded with Pooled Commercial Paper, the desired duration of
the initial Fixed Period for each such Receivable Interest in the Pool Receivables. Each Purchaser
Agent shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the
proposed date of purchase) notify the Seller and the Administrative Agent whether the respective
Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the
Seller are acceptable to such Purchaser and the



 


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yield with respect to such purchase and the amount of interest that will be due for the
related Settlement Period. If a Purchaser has determined not to make a proposed purchase, the
respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the
related Banks of such Purchaser concurrently specifying the date of such purchase, each Bank’s
Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool
Receivables being purchased, the Assignee Rate for the Fixed Period for such Receivable Interest in
the Pool Receivables, and the duration of the Fixed Period for such Receivable Interest in the Pool
Receivables (which shall be one day if the Seller has not selected another period). The Seller
shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers
and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to
complete such transfer, including, without limitation, any loss or expense incurred by the
Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the
Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining
deposits as loans from third parties and reemployment of funds) to fund such transfer.



(b) On the date of each such purchase of a Receivable Interest in the Pool Receivables, the
Purchaser or the Banks, as the case may be, shall, upon satisfaction of the applicable conditions
set forth in Exhibit II hereto, make available to the Seller by wire transfer in U.S.
dollars in same day funds, to the account designated by the Seller, no later than 3:00 p.m. (New
York City time) an amount equal to such Purchaser’s or Bank’s ratable share (based on the
applicable Bank’s Percentage) of the initial Capital of such Receivable Interest in the Pool
Receivables.



(c) Effective on the date of each purchase pursuant to this Section 1.02 and each
reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the
Administrative Agent, for the benefit of the parties making such purchase, an undivided percentage
ownership interest, to the extent of the Receivable Interests then being purchased, in each Pool
Receivable then existing and in the Related Security and Collections with respect to, and other
proceeds of, such Pool Receivable and Related Security.



(d) Notwithstanding the foregoing, a Bank shall not be obligated to make purchases under this
Section 1.02 at any time in an amount that would exceed the Bank Commitment with respect to
such Bank less such Bank’s Percentage of the outstanding and unpaid Capital of the Purchaser. Each
Bank’s obligation shall be several, such that the failure of any Bank to make available to the
Seller any funds in connection with any purchase shall not relieve any other Bank of its
obligation, if any, hereunder to make funds available on the date of such purchase, and if any Bank
shall fail to make funds available, each remaining Bank shall (subject to the limitation in the
preceding sentence) make available its pro rata portion of the funds required for such purchase.




SECTION 1.03. Receivable Interest Computation.



Each Receivable Interest in the Pool Receivables shall be initially computed on its date of
purchase. Thereafter until the Termination Date for such Receivable Interest in the Pool
Receivables, such Receivable Interest in the Pool Receivables shall be automatically recomputed (or
deemed to be recomputed based upon the information provided in the most recently
submitted Monthly Report) on each day other than a Liquidation Day; provided that, if
a more recently submitted Weekly Report or Daily Report reflects a smaller Receivable Interest in
the Pool Receivables, the lowest number shall be used. Such Receivable Interest shall be 100% from
and after the occurrence of a Termination Date until the event causing such Termination Date has
been waived or cured. Notwithstanding the foregoing, such Receivable Interest shall become zero
when Capital thereof and Yield thereon shall have been paid in full, all other amounts owed by the
Seller and the Collection Agent hereunder to the Investors, the Banks, the Administrative Agent and
the Purchaser Agents and each Indemnified Party and each Affected Person are paid in full and the
Collection Agent shall have received the accrued Collection Agent Fee thereon.


 


3









 






SECTION 1.04. Settlement Procedures.



(a) Collection of the Pool Receivables shall be administered by a Collection Agent, in
accordance with the terms of Article IV of this Agreement. The Collection Agent shall
direct each Obligor to direct all payments of Collections into Collection Accounts. Subsequently,
the Collection Agent shall forthwith cause all such Collections received in the Collection Accounts
to be transferred into the Controlled Account within one Business Day; provided that, if
the balance in any such Collection Account is less than $50,000, the Collection Agent shall not be
obligated to transfer any amounts from such Collection Account as long as the account balance
remains less than $50,000 and also as long as the balance is transferred according to a standing
order (a “Threshold Basis”). Additionally, with respect to Collection Accounts that have
balances less than $50,000 and whose balances are not transferred on a Threshold Basis, the
Collection Agent will transfer funds manually from such accounts on a weekly basis. Any Amounts
transferred pursuant to this Section 1.04(a) may be in an amount that leaves up to $10,000
remaining in each such Collection Account. The Seller shall provide to the Collection Agent (if
other than United Rentals) on a timely basis all information needed for such administration,
including notice of the occurrence of any Liquidation Day and current computations of each
Receivable Interest in the Pool Receivables.



(b) The Collection Agent shall, on each day on which Collections of Pool Receivables are
received or deemed received by it pursuant to this Agreement with respect to any Receivable
Interest in the Pool Receivables:




(i) set aside and hold in trust (and, at the request of the Administrative Agent,
segregate such amount into a separate account into which no other funds are deposited) for
the Investors or the Banks that hold such Receivable Interest in the Pool Receivables, out
of the percentage of such Collections attributable to such Receivable Interest in the Pool
Receivables, an amount equal to the Yield, all fees and payments due pursuant to each of the
Fee Agreements, and the Collection Agent Fee accrued through such day for such Receivable
Interest in the Pool Receivables and not previously set aside;




(ii) if such day is not a Liquidation Day, reinvest with the Seller, on behalf of the
Investors or the Banks that hold such Receivable Interest in the Pool Receivables, the
remainder of such percentage of Collections, to the extent representing a
return of Capital, by recomputation of such Receivable Interest in the Pool Receivables
pursuant to Section 1.03;


 


4









 






(iii) if such day is a Liquidation Day, set aside and hold in trust the entire
remainder of such percentage of Collections for the Investors or the Banks that hold such
Receivable Interest in the Pool Receivables (and, at the request of the Administrative
Agent, segregate such amount into a separate account into which no other funds are
deposited); provided, however, that if the Liquidation Day resulted solely
by reason of the non-satisfaction of the initial purchase conditions (as set forth in
paragraph 1 of Exhibit II) and such conditions are subsequently satisfied or are
waived by the Purchaser Agents and written notice is provided to the Rating Agencies rating
the Commercial Paper, any amounts that have been set aside and held in trust pursuant to
this clause (iii) shall be reinvested in accordance with the preceding clause (ii);
provided that the Event of Termination identified as paragraph (g) of Exhibit
V cannot be waived by the Purchaser Agents; and




(iv) during such times as amounts are required to be reinvested in accordance with the
foregoing clause (ii) or the first proviso to clause (iii), release to the Seller for its
own account any Collections in excess of such amounts and the amounts that are required to
be set aside pursuant to clause (i) above.



(c) On the Settlement Day for a Receivable Interest in the Pool Receivables the Collection
Agent shall deposit ratably according to the amount then owed to each Investor or Bank into each
Purchaser Agent’s Account Collections held for the Investors or the Banks that relate to such
Receivable Interest in the Pool Receivables pursuant to Section 1.04(b)(i) and
(iii).



(d) Upon receipt of funds deposited into its Purchaser Agent’s Account, the related Purchaser
Agent shall distribute them as follows:




(i) if such distribution occurs on a day that is not a Liquidation Day, first
to the Investors or the Banks that hold the relevant Receivable Interest in the Pool
Receivables, pro rata, in payment in full of all accrued and unpaid Yield, all fees and
payments due pursuant to each of the Fee Agreements, and second to the Collection
Agent in payment in full of all accrued and unpaid Collection Agent Fees; and




(ii) if such distribution occurs on a Liquidation Day, first to the Collection
Agent in payment in full of all accrued and unpaid Collection Agent Fees if the Collection
Agent is not United Rentals or an Affiliate of United Rentals, second to the
Investors or the Banks that hold the relevant Receivable Interest in the Pool Receivables,
pro rata, in payment in full of all accrued and unpaid Yield and all fees and payments due
pursuant to each of the Fee Agreements, third to such Investors or Banks, pro rata,
in reduction to zero of all Capital, fourth to such Investors or Banks or the
Administrative Agent or the Purchaser Agents or any Indemnified Party or Affected Person,
pro rata, in payment of any other accrued and unpaid amounts owed by the Seller hereunder,
and fifth to the Collection Agent, if United Rentals or an Affiliate of United
Rentals is the Collection Agent, in payment in full of all accrued and unpaid Collection
Agent Fees.


 


5









 





After the Capital and Yield and accrued and unpaid Collection Agent Fees with respect to a
Receivable Interest in the Pool Receivables, and any other amounts payable by the Seller to the
Investors, the Banks, the Administrative Agent or the Purchaser Agents hereunder, have been paid in
full, all additional Collections with respect to such Receivable Interest in the Pool Receivables
and any excess cash Collateral shall be paid to the Seller for its own account.




(e) For the purposes of this Agreement:




(i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted
as a result of any Dilution, the Seller shall be deemed to have received on such day a
Collection of such Pool Receivable in the amount of such reduction or adjustment;




(ii) if on any day any Responsible Officer of the Company becomes aware that the
representation and warranty in paragraph (h) of Exhibit III is not true with respect
to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection
of such Pool Receivable in full; and




(iii) if and to the extent the Administrative Agent, the Purchaser Agents, any
Investors or any Bank or any Indemnified Party or Affected Person shall be required for any
reason to pay over to an Obligor (or to any trustee, receiver, custodian or similar official
in any proceeding of the type contemplated by paragraph (g) of Exhibit V) any amount
received by it hereunder, such amount shall be deemed not to have been so received but
rather to have been retained by the Seller, and, accordingly, the Administrative Agent, the
Purchaser Agents, the Investors or the Banks, or the Indemnified Parties or the Affected
Persons, as the case may be, shall have a claim against the Seller for such amount, payable
when and to the extent that any distribution from or on behalf of such Obligor is made in
respect thereof.



(f) Except as provided in Section 1.04(e)(i) or (ii), or as otherwise required
by applicable law or the relevant Contract, all Collections received from an Obligor of any
Receivables shall be applied to the Receivables of such Obligor in the order of the age of such
Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing
its payment for application to specific Receivables.



(g) The Seller shall forthwith deliver (i) to the Collection Agent an amount equal to all
Collections deemed received by the Seller pursuant to Section 1.04(e)(i) or (ii)
above and the Collection Agent shall hold or reinvest such Collections in accordance with
Section 1.04(b), or (ii) if Collections are then being paid to the Administrative Agent or
the Controlled Account directly or indirectly owned or controlled by the Administrative Agent, the
Seller shall forthwith cause such deemed Collections to be paid to the Administrative Agent or such
Controlled Account. So long as the Seller shall hold any Collections or deemed Collections
required to be paid to the Collection Agent, the Administrative Agent, a Purchaser Agent, a
Purchaser, a Bank, an Indemnified Party, or an Affected Person, it shall hold such Collections in
trust (and, at the request of the Administrative Agent or any Purchaser Agent, separate and apart
from its own funds and shall clearly mark its records to reflect such trust).


 


6









 





(h) With respect to each Purchaser that is a Nonrenewing Purchaser that has not been replaced
by another Purchaser pursuant to Section 1.13 (any such Purchaser a “Non-Extending
Purchaser”), the Collection Agent shall implement the procedures set forth in this Section
1.04(h) (a “Partial Liquidation”). On each Business Day prior to such Non-Extending
Purchaser’s Bank Commitment being reduced to zero (provided that no Event of Termination
has occurred and is continuing), the Collection Agent shall apply funds out of the Collections
represented by the Receivable Interest received and not previously applied in the following manner:




(i) set aside and hold in trust in the Collection Account, for the benefit of the
Non-Extending Purchasers an amount equal to all Yield and fee(s) and other payments owed
under the Fee Agreements (based on the Receivable Interest at such time), in each case
accrued through such day and not so previously set aside or paid. The Collection Agent
shall thereafter pay to each applicable Purchaser Agent on the last day of each Settlement
Period for the Non-Extending Purchasers (ratably according to accrued Yield and fees other
payments owed under the Fee Agreements) the amount of such accrued and unpaid fees other
payments owed under the Fee Agreements and Yield;




(ii) pay to each applicable Purchaser Agent for the account of each Non-Extending
Purchaser, if any, related to such Purchaser Agent (ratably based on the Bank Commitment of
the Bank related to such Non-Extending Purchasers at such time), and, for the account of any
related Purchasers solely to the extent necessary to reduce such Purchaser’s pro rata
portion of the Purchase Limit to an amount that is equal to or lesser than the amount of any
available Bank Commitment of any remaining Banks related to such Purchaser at such time,
from such Collections remaining after application pursuant to clause (i) above, the amount
of such Bank Commitment of the Bank related to such Non-Extending Purchaser;
provided that, solely for purposes of determining such Non-Extending Purchaser’s
ratable share of such Collections, such Bank Commitment shall be deemed to remain constant
from the date such Purchaser becomes a Non-Extending Purchaser until the date such Bank
Commitment of the Bank related to such Non-Extending Purchaser has been paid in full; it
being understood that if such day is also a Termination Day or a day on which an Event of
Termination has occurred, the Bank Commitment of the Bank related to such Non-Extending
Purchaser shall be recalculated at such time (taking into account amounts received by or on
behalf of such Purchaser in respect of its Capital pursuant to this clause (ii)), and
thereafter Collections shall be set aside for payment to all Purchasers (ratably according
to the Bank Commitment of the Bank related to such Non-Extending Purchaser) pursuant to
paragraph (d) above; and




(iii) reinvest the balance of such Collections in respect of Capital to the acquisition
of additional undivided percentage interests pursuant to Section 1.02 hereof.



 


7









 






SECTION 1.05. Fees.



(a) The Collection Agent shall be entitled to receive a fee (the “Collection Agent
Fee”) of 0.50% per annum on the average daily Outstanding Balance of each Receivable Interest
owned by each Investor or Bank, for the period from the date of purchase of such
Receivable Interest until the later of the Termination Date for such Receivable Interest or
the date on which such Capital is reduced to zero, payable in arrears on the first day of each
calendar month following each Settlement Period for such Receivable Interest. Upon three Business
Days’ notice to the Administrative Agent and the Purchaser Agents, the Collection Agent (if not
United Rentals) may elect to be paid, as such fee, a different percentage per annum on the average
daily Outstanding Balance of such Receivable Interest for such Settlement Period, but in no event
in excess for all Receivable Interests relating to a single Receivables Pool of 110% of the
reasonable costs and expenses of the Collection Agent in administering and collecting the
Receivables in such Receivables Pool. The Collection Agent Fee shall be payable only from
Collections pursuant to, and subject to the priority of payment set forth in, Section 1.04.



(b) The Seller agrees to pay to the Administrative Agent and the Purchaser Agents certain fees
in the amounts and on the dates set forth in the applicable Fee Agreement with each of the
Purchaser Agents, as applicable.




SECTION 1.06. Payments and Computations, Etc.



(a) No later than the first Business Day of each month, each Purchaser Agent on behalf of the
related Purchaser shall calculate the aggregate amount of Yield applicable to the portion of all
Receivable Interests funded with Pooled Commercial Paper for the Settlement Period then most
recently ended and shall notify Seller of such aggregate amount.



(b) All amounts to be paid or deposited by the Seller or the Collection Agent, including all
Broken Funding Costs, hereunder to or for the account of the Purchaser Agents, a Purchaser or any
other Investor or Bank shall be paid or deposited no later than 11:00 A.M. (New York City time) on
the day when due in same day funds to the applicable Purchaser Agent’s Account.



(c) The Seller and Collection Agent shall, to the extent permitted by law, pay interest on any
amount not paid or deposited by the Seller or Collection Agent, as applicable (whether as
Collection Agent or otherwise), when due hereunder, at an interest rate per annum equal to 2% per
annum above the Alternate Base Rate, payable upon the demand of the related Purchaser Agent.



(d) All computations of interest under clause (b) above and all computations of Yield, fees,
and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days,
as applicable, if computed with reference to the Alternate Base Rate) for the actual number of days
elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a
Business Day, such payment or deposit shall be made on the next succeeding Business Day and such
extension of time shall be included in the computation of such payment or deposit.




SECTION 1.07. Dividing or Combining Receivable Interests.



A Purchaser Agent, on written notice to the Seller on or prior to the last day of any Fixed
Period, may either (i) divide any Receivable Interest in the Pool Receivables into two or more
Receivable Interests having aggregate Capital equal to the Capital of such divided Receivable
Interest, or (ii) combine any two or more Receivable Interests in the Pool
Receivables originating on such last day or having Fixed Periods ending on such last day into
a single Receivable Interest in the Pool Receivables having Capital equal to the aggregate of the
Capital of such Receivable Interests.



 


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SECTION 1.08. Increased Costs and Requirements of Law.



(a) If the Administrative Agent, the Purchaser Agents, any Investor, any Bank, any entity that
enters into a commitment to purchase Receivable Interests in the Pool Receivables or interests
therein or any entity that provides related liquidity or credit enhancement to a Purchaser or any
of their respective Affiliates (each, an “Affected Person”) reasonably determines that
compliance with any applicable law or regulation or any guideline or request from any central bank
or other governmental authority (whether or not having the force of law):




(i) affects or would affect the amount of capital required or expected to be maintained
by such Affected Person and such Affected Person determines that the amount of such capital
is increased by or based upon the existence of any commitment to make purchases of or to
lend against or otherwise to maintain the investment in Pool Receivables or interests
therein, hereunder or to the funding thereof or any related liquidity facility or credit
enhancement facility (or any participation therein) and other commitments of the same type;
or




(ii) increases the cost to an Affected Person of agreeing to purchase or purchasing, or
maintaining the ownership of, Receivable Interests in the Pool Receivables in respect of
which the Yield is computed by reference to the Eurodollar Rate (Reserve Adjusted);



(b) then, upon demand by such Affected Person (with a copy to the related Purchaser Agent),
the Seller shall pay to the related Purchaser Agent within 30 days of the delivery of such demand,
for the account of such Affected Person (as a third-party beneficiary), from time to time as
specified by such Affected Person, additional amounts sufficient to compensate such Affected Person
in the light of such circumstances, to the extent that such Affected Person reasonably determines
such increase in capital or increased costs to be allocable to the existence of any of such
commitments. Without limiting the Seller’s liability with respect to such increases in capital or
costs, such Affected Person shall, if possible, use its reasonable best efforts to mitigate such
increases in capital or costs. A certificate as to such amounts submitted to the Seller and the
related Purchaser Agent by such Affected Person shall be conclusive and binding for all purposes,
absent manifest error.



(c) In the event that any change in any requirement of applicable law or in the interpretation
or application to an Affected Person of a requirement of applicable law or change thereto by the
relevant governmental authority after the date hereof or compliance by an Affected Person with any
request or directive (whether or not having the force of law) from any central bank or other
governmental authority after the date of this Agreement:




(i) does or shall subject such Affected Person to any tax of any kind whatsoever with
respect to this Agreement or change the basis of taxation of payments to
such Affected Person on account of Collections, Yield, Collection Agent Fees or any
other amounts payable hereunder or under the Fee Agreement (excluding franchise taxes
imposed on such Affected Person by the jurisdiction under the laws of which such Affected
Person is organized or a political subdivision thereof and income taxes of any kind); or


 


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(ii) does or shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or other
liabilities in or for the account of, purchases, advances or loans by, or other credit
extended by, or any other acquisition of funds by, any office of such Affected Person which
are not otherwise included in the determination of the Alternate Base Rate or Eurodollar
Rate (Reserve Adjusted) hereunder,



and the result of any of the foregoing is to increase the cost to such Affected Person of owning
the Receivable Interests in the Pool Receivables or to reduce any amount receivable hereunder or
under the Fee Agreement then, upon demand by the related Purchaser Agent, the Seller shall pay to
the related Purchaser Agent within 30 days of the delivery of such demand, any additional amounts
necessary to compensate such Affected Person for such additional cost or reduced amount receivable.
Without limiting the Seller’s liability with respect to such increases in capital or costs, such
Affected Person shall, if possible, use its reasonable best efforts to mitigate such increases in
capital or costs.



(d) For the avoidance of doubt, any change in national or international generally accepted
principles of accounting (whether foreign or domestic) that would require the consolidation of some
or all of the assets and liabilities of any Purchaser or Bank, including the assets and liabilities
that are the subject of this Agreement and/or other Transaction Documents, but excluding any assets
and liabilities that are currently consolidated with those of any Affected Person (other than such
Purchaser or Bank), shall constitute a change in the interpretation, administration or application
of a law, regulation, guideline or request subject to Section 1.08(a), (b) and
(c).



(e) The Administrative Agent shall promptly notify the Seller if any event of which it has
knowledge, which will entitle an Affected Person to compensation pursuant to this Section
1.08. Notwithstanding the foregoing, in the event that such notice is not given to the Seller
by the Administrative Agent, such Affected Person shall not be entitled to compensation from the
Administrative Agent for any additional costs incurred as a result of such failure to notify.


 


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SECTION 1.09. Intended Characterization Security Interest.



The Seller, the Purchasers, the Administrative Agent, the Investors, the Banks and the
Purchaser Agents intend that the sale, assignment and transfer of the Receivable Interests to the
Administrative Agent hereunder shall be treated as a true sale for all purposes, other than federal
and state income tax purposes and accounting purposes. If, notwithstanding the intent of the
parties, the sale, assignment and transfer of the Receivable Interests is not treated as a sale for
all purposes, other than federal and state income tax purposes, (i) this Agreement also is intended
by the parties to be, and hereby is, a security agreement within the meaning of the UCC; and (ii)
the sale, assignment and transfer of the Receivable Interests shall be treated as a grant of,
and the Seller does hereby grant to the Administrative Agent, for its benefit and the ratable
benefit of the Investors and the Banks, and as collateral security for the performance by the
Seller of all the terms, covenants and agreements on the part of the Seller (whether as the Seller
or otherwise) to be performed under this Agreement or any document delivered in connection with
this Agreement, including the punctual payment when due of all obligations of the Seller hereunder
or thereunder, whether for indemnification payments, fees, expenses or otherwise, a security
interest in, all of the Seller’s right, title and interest in, to and under (but none of the
Seller’s obligations under) all of the following, whether now or hereafter existing or arising:



(a) each of the Transaction Documents to which it is a party, including, without limitation,
(i) all rights of the Seller to receive moneys due or to become due under or pursuant to the
Purchase Agreement, (ii) all security interests and property subject thereto from time to time
purporting to secure payment of monies due or to become due under or pursuant to the Purchase
Agreement, (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty
or guaranty with respect to the Purchase Agreement, (iv) claims of the Seller for damages arising
out of or for breach of or default under the Purchase Agreement, and (v) the right of the Seller to
compel performance and otherwise exercise all remedies thereunder;



(b) all Receivables, the Related Security with respect thereto and the Collections and all
other assets, including, without limitation, accounts, chattel paper, instruments and general
intangibles (as those terms are defined in the UCC) owned by the Seller and not otherwise purchased
or scheduled to be purchased under this Agreement;



(c) the Controlled Account and all amounts on deposit therein and all certificates and
instruments, if any, from time to time evidencing any of the foregoing; and



(d) to the extent not included in the foregoing, all proceeds of and all amounts received or
receivable under any and all of the foregoing.



The Administrative Agent, for the benefit of the Investors, shall have, with respect to the
foregoing, in addition to all the other rights and remedies available to it, for the benefit of the
Investors, all of the rights and remedies of a secured party under the UCC.



SECTION 1.10. [Reserved]



SECTION 1.11. Sharing of Payments.



If any Purchaser (for purpose of this Section 1.11 only, a “Recipient”) shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or
otherwise) on account of any interest in the Capital owned by it in excess of its ratable share
thereof, such Recipient shall forthwith purchase from the Purchaser entitled to a share of such
amount participations in the percentage interests owned by such Persons as shall be necessary to
cause such Recipient to share the excess payment ratably with each such other Person entitled
thereto; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such Recipient, such purchase from each such other Person shall be
rescinded and each such other Person shall repay to the Recipient the purchase price paid by such
Recipient for such participation to the extent of such recovery, together with an amount equal to
such other
Person’s ratable share (according to the proportion of (a) the amount of such other Person’s
required payment to (b) the total amount so recovered from the Recipient) of any interest or other
amount paid or payable by the Recipient in respect of the total amount so recovered.



 


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SECTION 1.12. Repurchase Option.



So long as no Event of Termination or Incipient Event of Termination would occur or be
continuing after giving effect thereto, the Seller shall have the right to repurchase all, but not
less than all, of the Receivable Interests held by the Investors and the Banks upon not less than
thirty (30) days prior written notice to the Purchaser Agents. Such notice shall specify the date
that the Seller desires that such repurchase occur (such date, the “Repurchase Date”). On
the Repurchase Date, the Seller shall transfer to the Purchaser Agents’ Account in immediately
available funds an amount equal to (i) the Capital of the Receivable Interests held by the
Investors and the Banks, (ii) all accrued and unpaid Yield thereon to the Repurchase Date, (iii)
all accrued and unpaid fees owing to the Investors and the Banks under the Fee Agreements, (iv) the
Liquidation Fee owing to the Investors and the Banks in respect of such repurchase and (v) all
expenses and other amounts payable hereunder to any of the Administrative Agent, the Purchaser
Agents, the Investors and the Banks (including, without limitation, reasonable and documented
attorneys’ fees and disbursements for a single firm of primary counsel). Any repurchase pursuant
to this Section 1.12 shall be made without recourse to or warranty by the Administrative
Agent, the Purchaser Agents, the Investors or the Banks (except for a warranty that all Receivable
Interests repurchased are transferred free of any lien, security interest or Adverse Claim created
solely by the actions of the Administrative Agent, the Purchaser Agents, the Investors or the
Banks). Further, on the Repurchase Date the Bank Commitments for all the Banks shall terminate,
each of the Commitment Termination Date and Facility Termination Date shall have occurred, and no
further purchases or reinvestments of Collections shall be made hereunder.




SECTION 1.13. Extension; Additional Purchasers; Increased Commitments.



(a) Extension of Term. The Seller may, at any time during the period which is no more
than forty-five (45) days or less than thirty (30) days immediately preceding the Commitment
Termination Date (as such date may have previously been extended pursuant to this Section
1.13), request that the then applicable Commitment Termination Date be extended for an
additional 364 days. Any such request shall be in writing and delivered to the Purchaser Agents,
and shall be subject to the following conditions: (i) no Purchaser shall have an obligation to
extend the Commitment Termination Date at any time, and (ii) any such extension with respect to any
Purchaser shall be effective only upon the written agreement of such Purchaser and the related
Purchaser Agent, the Administrative Agent, the Seller and the Collection Agent. Each Purchaser
will respond to any such request no later than the fifteenth day prior to the Commitment
Termination Date (the “Response Deadline”), provided that a failure by any
Purchaser to respond by the Response Deadline shall be deemed to be a rejection of the requested
extension. Notwithstanding the foregoing, the Commitment Termination Date shall not occur as a
result of any Purchaser’s failure to agree to any such extension (each such Purchaser being a
“Nonrenewing Purchaser”) if, on or prior to such date, such Nonrenewing Purchaser is
replaced by another Purchaser which has a Bank Commitment equal to such Nonrenewing Purchaser.


 


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(b) The Seller may, with the written consent of the Administrative Agent and each Purchaser
Agent, which consent may be granted or withheld in their sole discretion, add additional persons as
Purchasers and Purchaser Agents or cause an existing Bank to increase its Bank Commitment in
connection with a corresponding increase in the Purchase Limit; provided, that the Bank
Commitment of any Bank may only be increased with the prior written consent of such Bank and its
related Purchaser and Purchaser Agent. Each new Purchaser and Purchaser Agent shall become a party
hereto, by executing and delivering to the Administrative Agent, each Purchaser Agent and the
Seller, an assumption agreement pursuant to which such Purchaser shall agree to become bound by the
terms of this Agreement as a Purchaser.



ARTICLE II




REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF TERMINATION





SECTION 2.01. Representations and Warranties; Covenants.



The Seller hereby makes the representations and warranties, and hereby agrees to perform and
observe the covenants, set forth in Exhibits III and IV, respectively, hereto.




SECTION 2.02. Events of Termination.



If any of the Events of Termination set forth in Exhibit V hereto shall occur and be
continuing, the Administrative Agent or a Purchaser Agent may, by notice to the Seller, take either
or both of the following actions: (x) declare the Facility Termination Date and the Commitment
Termination Date to have occurred (in which case the Facility Termination Date and the Commitment
Termination Date shall be deemed to have occurred) and (y) without limiting any right under this
Agreement to replace the Collection Agent, designate another Person to succeed the then current
Collection Agent as the Collection Agent; provided that, automatically upon the occurrence
of any event (without any requirement for the passage of time or the giving of notice) described in
paragraph (g) of Exhibit V, the Facility Termination Date and the Commitment Termination
Date shall occur. Upon any such declaration or designation or upon any such automatic termination,
the Investors, the Banks, the Administrative Agent and each Purchaser Agent shall have (a) the
rights of the Seller as “Buyer” under the Purchase Agreement and (b) in addition to the
rights and remedies that they may have under this Agreement, all other rights and remedies provided
after default under the UCC of the appropriate jurisdiction or jurisdictions and under other
applicable law, which rights and remedies shall be cumulative.


 


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ARTICLE III




INDEMNIFICATION





SECTION 3.01. Indemnities by the Seller.



Without limiting any other rights that the Administrative Agent, the Purchaser Agents, the
Investors, the Banks or any entity that provides liquidity or credit enhancement or any of their
respective Affiliates or any of their respective employees, officers, directors, agents or counsel
(each, an “Indemnified Party”) may have hereunder or under applicable law, the
Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims,
damages, costs, expenses, losses and liabilities (including reasonable and documented attorneys’
fees of one firm of primary counsel for the Indemnified Parties; provided, that in the
event a Purchaser Agent and the related Bank notifies the Seller that it reasonably believes a
conflict may arise between the positions of the Indemnified Parties in connection with any such
claims, damages, costs, expenses, losses or liabilities, reasonable and documented attorneys’ fees
for separate counsel for such Purchaser Agent shall be included) (all of the foregoing being
collectively referred to as “Indemnified Amounts”) arising out of or resulting from this
Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract,
excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or
willful misconduct on the part of such Indemnified Party, (b) recourse for uncollectible
Receivables or (c) any income taxes or any other tax or fee measured by income incurred by or
receipts of such Indemnified Party, arising out of or as a result of this Agreement or the
ownership of Receivable Interests or in respect of any Receivable or any Contract. Without
limiting or being limited by the foregoing (but subject to the aforementioned exclusions), the
Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify
such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting
from any of the following:




(i) the creation of an undivided percentage ownership or security interest in any
Receivable that purports to be part of the Net Receivables Pool Balance but that is not at
the date of the creation of such interest an Eligible Receivable;




(ii) any representation or warranty or statement made or deemed made by the Seller (or
any of its officers) pursuant to this Agreement and the other Transaction Documents that
shall have been incorrect when made or deemed made;




(iii) the failure by the Seller or any of the Originators to comply with any applicable
law, rule or regulation with respect to any Pool Receivable or the related Contract; or the
failure of any Pool Receivable or the related Contract to conform to any such applicable
law, rule or regulation;




(iv) the failure to vest and maintain vested in the Administrative Agent on behalf of
the Investors and the Banks (a) a first priority perfected undivided percentage ownership or
security interest, to the extent of each Receivable Interest, in the Receivables in, or
purporting to be in, the Receivables Pool and the Related Security and Collections in
respect thereof or (b) a first priority perfected security interest as provided in
Section 1.09, in each case free and clear of any Adverse Claim;




(v) the failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to any Receivables in, or purporting to be in, the Receivables
Pool and the Related Security and Collections in respect thereof, whether at the time of any
purchase or reinvestment or at any subsequent time, in each case to the extent required
hereunder;


 


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(vi) without double counting for any Dilution for which a deemed Collection has been
received under Section 1.04(e)(i) of this Agreement, any dispute, claim, offset or
defense (other than discharge in bankruptcy of the Obligor or any other credit related loss)
of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables
Pool (including, without limitation, a defense based on such Receivable or the related
Contract not being a legal, valid and binding obligation of such Obligor enforceable against
it in accordance with its terms), or any other claim resulting from the sale of the goods or
services related to such Receivable or the furnishing or failure to furnish such goods or
services or relating to collection activities with respect to such Receivable (to the extent
such collection activities were performed by the Seller or any of its Affiliates acting as
Collection Agent);




(vii) any failure of the Seller to perform its duties or obligations in accordance with
the provisions hereof (including any failure to comply with the covenants contained in
Exhibit IV) or of any of the Transaction Documents to which it is a party, or under
any Contract;




(viii) any products liability or other claim, investigation or proceeding (including
any claim for unpaid sales, excise or other taxes) arising out of or in connection with the
goods or services or merchandise or insurance that are the subject of any Contract;




(ix) the commingling by the Seller or any of its Affiliates (United Rentals, as
Collection Agent or otherwise) of Collections of Pool Receivables at any time with other
funds or the failure of Collections to be deposited into the Controlled Account;




(x) any investigation, litigation or proceeding related to this Agreement or the
ownership of Receivable Interests or in respect of any Receivable or Related Security;




(xi) any Collection Agent Fees or other costs and expenses payable to any replacement
Collection Agent, to the extent in excess of the Collection Agent Fees payable to the
Collection Agent hereunder; or




(xii) any claim brought by any Person other than an Indemnified Party arising from any
activity by the Seller or any Affiliate of the Seller in servicing, administering or
collecting any Receivable.


 


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ARTICLE IV




ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES





SECTION 4.01. Designation of Collection Agent.



The servicing, administration and collection of the Pool Receivables shall be conducted by the
Collection Agent so designated hereunder from time to time. Until the Administrative Agent, with
the consent of each Purchaser Agent, gives prior notice to the Seller of the designation of a new
Collection Agent in accordance with the terms hereof, United Rentals
is hereby designated as, and hereby agrees to perform the duties and obligations of, the
Collection Agent pursuant to the terms hereof. The Administrative Agent, with the consent of each
Purchaser Agent, at any time after the occurrence of an Event of Termination may designate as
Collection Agent any Person (including itself) to succeed United Rentals or any successor
Collection Agent, if such Person shall consent and agree to the terms hereof. The Collection Agent
may (a) with the prior consent of the Administrative Agent and each Purchaser Agent, subcontract
with any other Person for the servicing, administration or collection of the Pool Receivables, or
(b) without the prior consent of the Administrative Agent and each Purchaser Agent, but with 30
days written notice to the Administrative Agent and each Purchaser Agent, subcontract with an
Affiliate of the Collection Agent for the servicing, administration or collection of the Pool
Receivables. Any such subcontract shall not affect the Collection Agent’s liability for
performance of its duties and obligations pursuant to the terms hereof. Any termination of the
Collection Agent shall also terminate such subcontract.




SECTION 4.02. Duties of Collection Agent.



(a) The Collection Agent shall take or cause to be taken all such actions as may be necessary
or advisable to collect each Pool Receivable from time to time, all in accordance with applicable
laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit
and Collection Policy. The Seller, the Administrative Agent and the Purchaser Agents hereby
appoint the Collection Agent, from time to time designated pursuant to Section 4.01, as
agent for themselves and for the Investors and the Banks to enforce their respective rights and
interests in the Pool Receivables and the Related Security. In performing its duties as Collection
Agent, the Collection Agent shall exercise the same care and apply the same policies as it would
exercise and apply if it owned such Receivables and shall act in the best interests of the Seller,
the Administrative Agent, each Purchaser Agent, the Investors and the Banks.



(b) The Collection Agent shall administer the Collections in accordance with the procedures
described in Section 1.04 and shall perform the other obligations of the “Collection
Agent” set forth in this Agreement.



(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be
continuing, United Rentals, while it is the Collection Agent, may, in accordance with the Credit
and Collection Policy, extend the maturity or adjust the Outstanding Balance or otherwise modify
the payment terms of any Receivable as it deems appropriate to maximize Collections thereof;
provided that such modification shall not (i) alter the status of the Pool Receivable as a
Delinquent Receivable or Defaulted Receivable, or (ii) limit the rights of the Administrative
Agent, Purchaser Agents, Banks or Investors.



(d) The Collection Agent shall hold in trust for the Seller and each Investor and Bank, in
accordance with their respective interests, all documents, instruments and records (including,
without limitation, computer tapes or disks) that evidence or relate to Pool Receivables.


 


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(e) The Collection Agent shall, as soon as practicable following receipt, turn over to the
Seller to whom any cash collections or other cash proceeds is received with respect to Receivables
not constituting Pool Receivables.



(f) The Collection Agent shall, from time to time at the request of the Administrative Agent
or any Purchaser Agent, furnish to the Administrative Agent or such Purchaser Agent (promptly after
any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant
to Section 1.04(b).



(g) On or before the twelfth Business Day of each month, the Collection Agent shall prepare
and forward to the Administrative Agent and each Purchaser Agent a Monthly Report relating to the
Receivable Interests outstanding on the last day of the immediately preceding month. On or before
the first Business Day of each week, the Collection Agent shall prepare and forward to the
Administrative Agent and each Purchaser Agent a Weekly Report as of the last Business Day of the
previous week; provided that no Weekly Report is due if Capital is equal to zero;
provided further that a Weekly Report shall be provided to the Administrative Agent
before Capital can be increased from zero. On any Business Day during the continuation of any
Daily Report Trigger Event, the Collection Agent shall prepare and forward to the Administrative
Agent and each Purchaser Agent a Daily Report as of the previous Business Day; provided
that no Daily Report is due if Capital is equal to zero; provided further that a
Daily Report shall be provided to the Administrative Agent and each Purchaser Agent before Capital
can be increased from zero during the continuation of a Daily Report Trigger Event.




SECTION 4.03. Certain Rights of the Administrative Agent.



(a) The Administrative Agent is authorized at any time after the occurrence of an Event of
Termination to deliver to the Controlled Account Bank the Notice of Effectiveness provided for in
the Controlled Account Agreement. The Seller hereby transfers to the Administrative Agent the
exclusive control of the Controlled Account to which the Obligors of Pool Receivables shall make
payments, subject only to the Administrative Agent’s delivery of such Notice of Effectiveness. The
Seller shall take any actions reasonably requested by the Administrative Agent to effect such
transfer of control of the Controlled Account to the Administrative Agent. All amounts in the
Controlled Account that represent Collections of Receivables may, in accordance with this
Agreement, be deposited into the respective Purchaser Agent’s Account, pro rata in accordance with
outstanding Capital.




(b) At any time following an Event of Termination or an Incipient Event of Termination:




(i) The Administrative Agent may direct the Obligors of Pool Receivables that all
payments thereunder be made directly to the Administrative Agent or its designee.




(ii) At the Seller’s expense the Administrative Agent may, and at the request of the
Administrative Agent the Seller shall, notify each Obligor of Pool Receivables of the
ownership of Receivable Interests under this Agreement and the other
Transaction Documents and direct that payments be made directly to the Administrative
Agent or its designee.


 


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(iii) At the Administrative Agent’s request and at the Seller’s expense, the Seller and
the Collection Agent shall (x) assemble all of the documents, instruments and other records
(including, without limitation, computer tapes and disks) that evidence or relate to the
Pool Receivables and the related Contracts and Related Security, or that are otherwise
necessary or desirable to collect the Pool Receivables, and shall make the same available to
the Administrative Agent and each Purchaser Agent at a place selected by the Administrative
Agent or its designee, (y) segregate all cash, checks and other instruments received by it
from time to time constituting Collections of Pool Receivables in a manner acceptable to the
Administrative Agent and each Purchaser Agent, and (z) promptly upon receipt, remit all such
cash, checks and instruments, duly endorsed or with duly executed instruments of transfer,
to the Administrative Agent or its designee.



(c) The Seller and the Collection Agent each irrevocably authorizes the Administrative Agent
at any time and from time to time in the sole discretion of the Administrative Agent, and appoints
the Administrative Agent as its attorney-in-fact, to act on behalf of the Seller and the Collection
Agent (i) to execute on behalf of the Seller as debtor (if required) and to file financing
statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to
maintain the perfection and priority of the interest of the Administrative Agent, on behalf of the
Purchaser Agents and the Banks, in the Receivables and (ii) to file a carbon, photographic or other
reproduction of this Agreement or any financing statement with respect to the Receivables as a
financing statement in such offices as the Administrative Agent in its sole discretion deems
necessary or desirable to perfect and to maintain the perfection and priority of the interests of
the Purchasers in the Receivables; provided that nothing in this Section 4.03(c)
shall authorize the Administrative Agent to take any action to effect any release of the security
interests of third parties in the Identifiable Combined Assets or the Equipment Sale Receivables
without the prior written consent of the Seller and the Collection Agent. This appointment is
coupled with an interest and is irrevocable.




SECTION 4.04. Rights and Remedies.



(a) If the Collection Agent fails to perform any of its obligations under this Agreement, the
Administrative Agent may (but shall not be required to) itself perform, or cause performance of,
such obligation; and the Administrative Agent’s costs and expenses incurred in connection therewith
shall be payable by the Seller (if the Collection Agent that fails to so perform is United Rentals
or any of its Affiliates).



(b) The Seller and the Originators shall perform their respective obligations under the
Contracts related to the Pool Receivables to the same extent as if Receivable Interests had not
been sold and the exercise by the Administrative Agent on behalf of the Purchaser Agents, the
Investors and the Banks of their rights under this Agreement shall not release the Collection
Agent, any Originator or the Seller from any of their duties or obligations with respect to any
Pool Receivables or related Contracts. Neither the Administrative Agent, the Purchaser Agents, the
Investors nor the Banks shall have any obligation or liability with respect to any Pool
Receivables or related Contracts, nor shall any of them be obligated to perform the
obligations of the Seller or the Originators thereunder.


 


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(c) In the event of any conflict between the provisions of this Article and Article VI of the
Purchase Agreement, the provisions of this Agreement shall control.




SECTION 4.05. Further Actions Evidencing Purchases.



(a) The Seller will, and will require that each of the Originators will, from time to time, at
its own expense, promptly execute and deliver all further instruments and documents and take all
further actions that may be reasonably necessary or desirable, or that the Administrative Agent or
any Purchaser Agent may reasonably request, to perfect, protect or more fully evidence the
Receivable Interests in the Pool Receivables purchased hereunder, or to enable the Investors, the
Banks or the Administrative Agent to exercise and enforce their respective rights and remedies
hereunder. Without limiting the foregoing, the Seller or the Originators will, upon the request of
the Administrative Agent or any Purchaser Agent




(i) execute and file such financing or continuation statements, or amendments thereto,
and such other instruments and documents, that may be reasonably necessary or desirable, or
that the Administrative Agent or any Purchaser Agent may reasonably request, to perfect,
protect or evidence such Receivable Interests in the Pool Receivables; and




(ii) mark conspicuously (which marking may be done electronically) each invoice
evidencing each Pool Receivable with a legend, acceptable to the Administrative Agent and
the Purchaser Agents, evidencing that Receivable Interests therein have been sold;



provided that nothing in this Section 4.05(a) shall require the Seller to take any
action with respect to the Identifiable Combined Assets or the Equipment Sale Receivables.



(b) The Seller authorizes the Administrative Agent to file financing or continuation
statements, and amendments thereto and assignments thereof, relating to the Pool Receivables, the
Related Security and the Collections with respect thereto. A photocopy or other reproduction of
this Agreement shall be sufficient as a financing statement where permitted by law.



(c) The Seller authorizes the Administrative Agent to take any and all steps in the Seller’s
name and on behalf of the Seller that are necessary or desirable, in the determination of the
Administrative Agent, to collect amounts due under the Pool Receivables, including, without
limitation, endorsing the Seller’s name on checks and other instruments representing Collections of
Pool Receivables and enforcing the Pool Receivables and the Related Security.


 


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SECTION 4.06. Covenants of the Collection Agent and the Seller.



(a) Audits. The Collection Agent and the Seller will, and will require that each of
the Originators will, from time to time during regular business hours as may be reasonably
requested by the Administrative Agent, permit the Administrative Agent:




(i) to conduct periodic audits of the Receivables, the Related Security and the related
books and records and collections systems of the Collection Agent, the Seller and the
Originators;




(ii) upon reasonable prior notice, to examine and make copies of and abstracts from all
books, records and documents (including, without limitation, computer tapes and disks) in
the possession or under the control of the Collection Agent, the Seller or the Originators
relating to Pool Receivables and the Related Security, including, without limitation, the
Contracts; and




(iii) upon reasonable prior notice, to visit the offices and properties of the
Collection Agent, the Seller or the Originators for the purpose of examining such materials
described in clause (ii) above, and to discuss matters relating to Pool Receivables and the
Related Security or the Collection Agent’s performance hereunder with any of the officers or
employees of the Collection Agent, the Seller or the Originators having knowledge of such
matters; provided that, unless an Event of Termination or Incipient Event of
Termination have occurred and be continuing, neither the Seller nor the Collection Agent
shall be required to permit the Administrative Agent to conduct any of the actions contained
in this Section 4.06(a) more often than once every twelve months.



Upon the Administrative Agent’s or any Purchaser Agent’s request (which, at any time prior to the
occurrence of an Event of Termination or any Incipient Event of Termination shall be no more
frequent than once every twelve months), the Seller will, at its expense, appoint independent
public accountants (which may, with the consent of the Administrative Agent and the Purchaser
Agents, be United Rentals’ regular independent public accountants), or utilize the Administrative
Agent’s representatives or auditors, to prepare and deliver to the Administrative Agent a written
report with respect to the Receivables and the Credit and Collection Policy (including, in each
case, the systems, procedures and records relating thereto) on a scope and in a form reasonably
requested by the Administrative Agent.



(b) Change in Credit and Collection Policy. The Collection Agent will not make any
change in the character of its business or Credit and Collection Policy or any Contract that would
impair the collectibility of any Pool Receivable or the enforceability of any related Contract or
the ability of United Rentals (if it is acting as Collection Agent) to perform its obligations
under this Agreement.



(c) Payment of Sales Taxes. The Collection Agent will, and will require in its
agreement with the Originators that each Originator will, pay all sales, excise or other taxes with
respect to the Receivables to the applicable taxing authority when due, and will, upon the request
of the Administrative Agent or any Purchaser Agent, provide the Administrative Agent or such
Purchaser Agent with evidence of such payment.



(d) Termination of Credit Agreement. The Collection Agent shall notify the
Administrative Agent and each Purchaser Agent of the termination of the Credit Agreement by the
lenders thereunder as soon as reasonably practicable, but in any event within one (1)
Business Day of the earlier of receipt by the Collection Agent or any Originator of notice of
such termination and the effectiveness of such termination.


 


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SECTION 4.07. Indemnities by the Collection Agent.



Without limiting any other rights that the Administrative Agent, each Purchaser Agent, any
Investor, any Bank or any of their respective Affiliates or agents (each, a “Special
Indemnified Party”) may have hereunder or under applicable law, and in consideration of its
appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special
Indemnified Party from and against any and all claims, damages, costs, expenses, losses and
liabilities (including reasonable and documented attorneys’ fees for a single firm of primary
counsel; provided, that in the event a Purchaser Agent and the related Bank notifies the
Seller that it reasonably believes a conflict may arise between the positions of the Special
Indemnified Parties in connection with any such claims, damages, costs, expenses, losses or
liabilities, reasonable and documented attorneys’ fees for separate counsel for such Purchaser
Agent shall be included) (all of the foregoing being collectively referred to as “Special
Indemnified Amounts”) arising out of or resulting from any of the following (excluding,
however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful
misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables
or (c) any income taxes or any other tax or fee measured by income incurred by such Special
Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable
Interests or in respect of any Receivable or any Contract):




(i) any representation or warranty or statement made by the Collection Agent under or
in connection with this Agreement or the Transaction Documents that shall have been
incorrect in any material respect when made or deemed made;




(ii) the failure by the Collection Agent or the Originators to comply with any
applicable law, rule or regulation with respect to any Pool Receivable or Contract,
including payment of all unpaid sales, excise or other taxes when due;




(iii) any failure of the Collection Agent to perform its duties or obligations in
accordance with the provisions of this Agreement;




(iv) the commingling of Collections of Pool Receivables at any time by the Collection
Agent with other funds;




(v) any action or omission by the Collection Agent not in compliance with its Credit
and Collection Policy that has the effect of reducing or impairing the rights of the
Investors or the Banks with respect to any Pool Receivable or the value of any Pool
Receivable;




(vi) any claim brought by any Person other than a Special Indemnified Party arising
from any activity by the Collection Agent or its Affiliates in servicing, administering or
collecting any Pool Receivable; or


 


21









 






(vii) any dispute, claim, offset or defense of the Obligor to the payment of any
Receivable in, or purporting to be in, the Receivables Pool as a result of the collection
activities with respect to such Receivable by the Collection Agent.




SECTION 4.08. Representations and Warranties of the Collection Agent.




The Collection Agent represents and warrants as follows:



(a) The Collection Agent is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business,
and is in good standing, in every jurisdiction where the nature of its business requires it to be
so qualified, except where the failure to so qualify would not be expected to have a material
adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect
to the Receivables Pool or on the Receivables Pool.



(b) The execution, delivery and performance by the Collection Agent of this Agreement and any
other Transaction Document to be delivered by it (i) are within the Collection Agent’s corporate
powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not
contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation
applicable to the Collection Agent or (3) any contractual restriction binding on or affecting the
Collection Agent or its property, the violation of which could reasonably be expected to have
Material Adverse Effect on the collectibility of any Pool Receivable or on the performance of the
Collection Agent hereunder. This agreement has been duly executed and delivered by the Collection
Agent.



(c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and
performance by the Collection Agent of this Agreement or any other document to be delivered by it
hereunder other than those already obtained by the Collection Agent.



(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent
enforceable against the Collection Agent in accordance with its terms subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally
and general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).



(e) If the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report,
Weekly Report, Daily Report, information, exhibit, financial statement, document, book, record or
report furnished or to be furnished at any time by or on behalf of United Rentals to the
Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with this
Agreement is correct in all material respects as of its date or (except as otherwise disclosed to
the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at
such time promptly upon discovery of any clerical error or omission within the same calendar month)
as of the date so furnished, and, as of such date, no such document contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements
contained therein, in the light of the circumstances under which they were made, not misleading.


 


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(f) All sales, excise or other taxes with respect to the goods, insurance or services that are
the subject of any Contract for a Receivable have been paid when due.



ARTICLE V




THE ADMINISTRATIVE AGENT





SECTION 5.01. Authorization and Action.



Each Investor and each Bank hereby appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Purchaser Agent by the terms hereof, together with such powers as are reasonably
incidental thereto. Upon receipt of any report, notice, information or other document, certificate
or instrument delivered by the Collection Agent or any Affiliate pursuant to the terms of the
Transaction Documents, the Administrative Agent shall promptly forward a copy to each Purchaser
Agent.




SECTION 5.02. Administrative Agent’s Reliance, Etc.



Neither the Administrative Agent nor any of its directors, officers, agents or employees shall
be liable for any action taken or omitted to be taken by them as Administrative Agent under or in
connection with this Agreement (including, without limitation, the Administrative Agent’s
servicing, administering or collecting Pool Receivables as Collection Agent), except for its or
their own gross negligence or willful misconduct. Without limiting the generality of the
foregoing, the Administrative Agent:



(a) may consult with legal counsel (including counsel for the Seller, the Originators or the
Collection Agent), independent certified public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants or experts;



(b) makes no warranty or representation to any Investor or Bank (whether written or oral) and
shall not be responsible to any Investor or Bank for any statements, warranties or representations
(whether written or oral) made in or in connection with this Agreement;



(c) shall not have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement on the part of the Seller, the
Originators or the Collection Agent or to inspect the property (including the books and records) of
the Seller or the Collection Agent;



(d) shall not be responsible to any Investor or Bank for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; and



(e) shall incur no liability under or in respect of this Agreement by acting upon any notice
(including notice by telephone), consent, certificate or other instrument or
writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent
by the proper party or parties.


 


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SECTION 5.03. Indemnification of Administrative Agent.



Each Bank agrees to indemnify the Administrative Agent, solely in its capacity as
Administrative Agent (to the extent not reimbursed by or on behalf of the Seller), ratably
according to its respective Bank Commitment, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative
Agent in any way relating to or arising out of this Agreement or the other transactions related
hereto or any action taken or omitted by the Administrative Agent under this Agreement or the other
transaction related hereto, provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.




SECTION 5.04. Credit Agricole and Affiliates.



With respect to any Receivable Interest or interest therein owned by it, Credit Agricole shall
have the same rights and powers under this Agreement as any Bank and may exercise the same as
though it were not Administrative Agent. Credit Agricole and any of its Affiliates may generally
engage in any kind of business with the Seller, the Collection Agent, the Originators or any
Obligor, any of their respective Affiliates and any Person who may do business with or own
securities of the Seller, the Collection Agent, the Originators or any Obligor or any of their
respective Affiliates, all as if Credit Agricole were not the Administrative Agent and without any
duty to account therefor to the Investors or the Banks.




SECTION 5.05. Bank’s Purchase Decision.



Each Bank acknowledges that it has, independently and without reliance upon the Administrative
Agent, any of its Affiliates or any other Bank and based on such documents and information as they
have deemed appropriate, made their own evaluation and decision to enter into this Agreement. Each
Bank also acknowledges that it will, independently and without reliance upon the Administrative
Agent, any of their Affiliates or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own decisions in taking or not taking
action under this Agreement.



SECTION 5.06. [Reserved]



SECTION 5.07. Notice of Event of Termination.



Neither any Purchaser Agent nor the Administrative Agent shall be deemed to have knowledge or
notice of the occurrence of an Event of Termination unless such Person has received notice from
another Purchaser Agent, a Purchaser, the Seller or the Collection Agent referring to this
Agreement, stating that an Event of Termination has occurred hereunder and describing such Event of
Termination. If the Administrative Agent receives such a notice, it shall promptly give notice
thereof to each Purchaser Agent whereupon each such Purchaser
Agent shall promptly give notice thereof to its Purchasers. In the event that either
Purchaser Agent receives such a notice, it shall promptly give notice thereof to the Administrative
Agent, the Purchasers and the other Purchaser Agent. The Administrative Agent shall take such
action concerning an Event of Termination as may be directed by the Purchaser Agents (unless such
action otherwise requires the consent of all Purchasers), but until the Administrative Agent
receives such directions, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, as the Administrative Agent deems advisable and in the
best interests of the Purchasers and Purchaser Agents.


 


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ARTICLE VI




THE PURCHASER AGENTS





SECTION 6.01. Authorization.



Atlantic, Credit Agricole, and each Bank or other Person that has entered into an Assignment
and Acceptance with Atlantic or Credit Agricole and each assignee (directly or indirectly) of any
such Purchaser, Bank or other Person, which assignee has entered into an Assignment and Acceptance
has appointed Credit Agricole as its Purchaser Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the terms
hereof, together with such powers as are reasonably incidental thereto. Liberty, Scotia Capital,
and each Bank or other Person that has entered into an Assignment and Acceptance with Liberty or
Scotia Capital and each assignee (directly or indirectly) of any such Purchaser, Bank or other
Person, which assignee has entered into an Assignment and Acceptance has appointed Scotia Capital
as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement as are delegated to such Purchaser Agent by the terms hereof, together with such
powers as are reasonably incidental thereto.



As to any matters not expressly provided for by this Agreement (including, without limitation,
enforcement of this Agreement), a Purchaser Agent shall not be required to exercise any discretion
or take any action, but shall be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the instructions of the majority of its
related Banks, and such instructions shall be binding upon all of its related Investors and Banks;
provided, however, that such Purchaser Agent shall not be required to take any
action which exposes such Purchaser Agent to personal liability or which is contrary to this
Agreement or applicable law.




SECTION 6.02. Reliance by Purchaser Agent.



No Purchaser Agent or any of its respective directors, officers, agents, representatives,
employees, attorneys-in-fact or Affiliates shall be liable for any action taken or omitted to be
taken by it or them (in their capacity as or on behalf of such Purchaser Agent) under or in
connection with this Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, a Purchaser Agent:



(a) may consult with legal counsel, independent certified public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts;


 


25









 





(b) makes no warranty or representation to the Administrative Agent, any other Purchaser
Agent, any Investor or Bank (whether written or oral) and shall not be responsible to the
Administrative Agent, any other Purchaser Agent, any Investor or Bank for any statements,
warranties or representations (whether written or oral) made in or in connection with this
Agreement;



(c) shall not have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement or any other Transaction Document on
the part of the Seller, any Originator, the Banks or the Collection Agent or to inspect the
property (including the books and records) of the Seller, any Originator, the Banks or the
Collection Agent;



(d) shall not be responsible to the Administrative Agent, any other Purchaser Agent, any
Investor or Bank for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document furnished pursuant
hereto; and



(e) shall incur no liability under or in respect of this Agreement by acting upon any notice
(including notice by telephone), consent, certificate or other instrument or writing (which may be
by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or
parties.




SECTION 6.03. Agent and Affiliates.



With respect to any Receivables Interest or interest therein owned by a Purchaser Agent, such
Purchaser Agent shall have the same rights and powers under this Agreement as would any Bank and
may exercise the same as though it were not a Purchaser Agent. A Purchaser Agent and its
respective Affiliates may generally engage in any kind of business with the Seller, the Collection
Agent, the Banks, any Originator or any Obligor, any of their respective Affiliates and any Person
who may do business with or own securities of the Seller, the Collection Agent, the Banks, any
Originator or any Obligor or any of their respective Affiliates, all as if such Purchaser Agent
were not a Purchaser Agent and without any duty to account therefor to the Investors or the Banks.
If any Purchaser Agent is removed as a Purchaser Agent, such removal will not affect the rights and
interests of such Purchaser Agent as a Bank.




SECTION 6.04. Notices.



A Purchaser Agent shall give each of its related Investors and Banks prompt notice of each
written notice received by it from the Seller or the Administrative Agent pursuant to the terms of
this Agreement.


 


26









 






SECTION 6.05. Bank’s Purchase Decision.



Each Bank acknowledges that it has, independently and without reliance upon any Purchaser
Agent, any of its Affiliates or any other Bank and based on such documents and information as it
has deemed appropriate, made its own evaluation and decision to enter into this Agreement. Each
Bank also acknowledges that it will, independently and without reliance upon any Purchaser Agent,
any of its Affiliates or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own decisions in taking or not taking action
under this Agreement.



ARTICLE VII




MISCELLANEOUS





SECTION 7.01. Amendments, Etc.



No amendment or waiver of any provision of this Agreement and no consent to any departure by
the Seller or the Collection Agent therefrom shall be effective unless in a writing signed by the
Administrative Agent, the Banks, and each of the Purchaser Agents, as agent for the related
Purchaser, and, in the case of any amendment, also signed by the Seller; provided,
however, that no amendment shall, unless signed by the Collection Agent in addition to the
Administrative Agent and the Purchaser Agents, affect the rights or duties of the Collection Agent
under this Agreement and provided further that any such amendment, waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that, if required by the securitization program documents
governing any Purchaser’s commercial paper program, no such amendment shall be effective until each
rating agency rating the Commercial Paper has received written notice of such amendment and, in the
case of material amendments, notified the related Purchaser Agent in writing that such action will
not result in a reduction or withdrawal of the rating of any Commercial Paper. No failure on the
part of the Investors, the Banks, the Administrative Agent or the Purchaser Agents to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right.




SECTION 7.02. Notices, Etc.



All notices, demands, consents, requests, reports and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (which shall include electronic
transmission), shall be personally delivered, express couriered, electronically transmitted (in
which case receipt shall be confirmed by telephone or return electronic transmission) or mailed by
registered or certified mail and shall, unless otherwise expressly provided herein, be effective
when received at the address specified below for the listed parties or at such other address as
shall be specified in a written notice furnished to the other parties hereunder.


 


27









 






If to the Seller:




UNITED RENTALS RECEIVABLES LLC II

Five Greenwich Office Park

Greenwich, CT 06830

Attention: Treasurer or Assistant Treasurer

Tel. No.: (203) 618-7202

Facsimile No.: (203) 622-4325




If to the Collection Agent:




UNITED RENTALS, INC.

5 Greenwich Office Park

Greenwich, CT 06830

Attention: Treasurer or Assistant Treasurer

Tel. No.: (203) 618-7202

Facsimile No.: (203) 622-4325




If to the Atlantic Purchaser Agent or the Administrative Agent:




CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

1301 Avenue of the Americas

New York, NY 10019

Attention: Deric Bradford and Roman Burt

Tel. No.: (212) 261-3470, (212) 261-3996

Facsimile No.: (212) 459-3258

deric.bradford@ca-cib.com

roman.burt@ca-cib.com




If to the Liberty Purchaser Agent:




THE BANK OF NOVA SCOTIA

1 Liberty Plaza, 26th Floor

New York, NY 10006

Attention: Luke Evans / Alexander Jurecky

Tel. No.: (212) 225-5118 / (212) 225-5087

Facsimile No.: (212) 225-5290




If to a Purchaser:




ATLANTIC ASSET SECURITIZATION LLC

c/o Lord Securities Corporation

Two Wall Street, 19th Floor

New York, NY 10005

Tel. No.: (212) 346-9000

Facsimile No.: (212) 346-9012


 


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LIBERTY STREET FUNDING LLC

Global Securitization

445 Broad Hollow Rd.

Melville, NY 11747

Tel.No.: (631) 587-4700

Facsimile No.: (212) 302-8767




If to the Banks:




CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

1301 Avenue of the Americas

New York, NY 10019

Attention: Deric Bradford and Roman Burt

Tel. No.: (212) 261-3470, (212) 261-3996

Facsimile No.: (212) 459-3258

deric.bradford@ca-cib.com

roman.burt@ca-cib.com




THE BANK OF NOVA SCOTIA

1 Liberty Plaza, 26th Floor

New York, NY 10006

Attention: Luke Evans / Alexander Jurecky

Tel. No.: (212) 225-5118 / (212) 225-5087

Facsimile No.: (212) 225-5290



SECTION 7.03. Assignability.



(a) This Agreement and the Investors’ rights and obligations herein (including ownership of
each Receivable Interest in the Pool Receivables) shall be assignable by participation or otherwise
in whole or in part by the Investors and their successors and assigns with the prior written
consent of the Seller, which consent shall not be unreasonably withheld or delayed;
provided, however, that the Seller’s consent shall not be required for any
assignment or participation from an Investor pursuant to the terms of its applicable liquidity
agreement. Each assignor of a Receivable Interest in the Pool Receivables or any interest therein
shall notify the applicable Purchaser Agent, the Administrative Agent and the Seller of any such
assignment. Each assignor of a Receivable Interest in the Pool Receivables may, in connection with
the assignment or participation, disclose to the assignee or participant any information relating
to the Seller or the Receivables that was furnished to such assignor by or on behalf of the Seller
or by the Administrative Agent and the related Purchaser Agent; provided that prior to any
such disclosure, the assignee or participant agrees to preserve the confidentiality of any
confidential information relating to the Seller received by it from any of the foregoing entities
on terms substantially similar to those set forth in Section 7.06.



(b) Each Bank may assign, with the prior written consent of the Seller, which consent shall
not be unreasonably withheld or delayed, to any Eligible Assignee or to any other Bank all or a
portion of its rights and obligations under this Agreement (including, without limitation, all or a
portion of its Bank Commitment and any Receivable Interests in the Pool
Receivables or interests therein owned by it). The parties to each such assignment shall
execute and deliver to the Administrative Agent and the related Purchaser Agent an Assignment and
Acceptance. In addition, Credit Agricole, Scotia Capital or any of their respective Affiliates may
assign any of its rights (including, without limitation, rights to payment of Capital and Yield)
under this Agreement to any Federal Reserve Bank without notice to or consent of the Seller, the
Administrative Agent or the Purchaser Agent.


 


29









 





(c) Subject to the prior written consent of the Seller, which consent shall not be
unreasonably withheld or delayed, this Agreement and the rights and obligations of each Purchaser
Agent and the Administrative Agent herein shall be assignable by each Purchaser Agent and the
Administrative Agent and its successors and assigns.



(d) Neither the Seller nor the Collection Agent may assign its rights or obligations hereunder
or any interest herein without the prior written consent of the Administrative Agent and each
Purchaser Agent, which consent shall not be unreasonably withheld or delayed.



(e) Without limiting any other rights that may be available under applicable law, the rights
of the Investors may be enforced through them or by their agents.




SECTION 7.04. Costs, Expenses and Taxes.



(a) In addition to the rights of indemnification granted under Section 3.01 hereof,
the Seller agrees to pay on demand all reasonable and documented costs and expenses in connection
with the preparation, execution, delivery and administration (including periodic auditing of Pool
Receivables) of this Agreement, any asset purchase agreement or similar agreement relating to the
sale or transfer of interests in Receivable Interests in the Pool Receivables and the other
documents and agreements to be delivered hereunder and thereunder, including, without limitation,
the reasonable and documented fees and out-of-pocket expenses of one firm of primary counsel for
the Administrative Agent and the Purchaser Agents, the Purchasers, Credit Agricole and Scotia
Capital and their respective Affiliates and agents with respect thereto and with respect to
advising the Administrative Agent and the Purchaser Agents, the Purchasers, Credit Agricole and
Scotia Capital and their respective Affiliates and agents as to their rights and remedies under
this Agreement, the fees of the Rating Agencies associated with reviewing the Transaction Documents
and providing the rating confirmations of each Purchaser’s Commercial Paper required in connection
with the execution of this Agreement, and all costs and expenses, if any (including reasonable and
documented attorneys’ fees and expenses of one firm of primary counsel), of the Administrative
Agent and the Purchaser Agents, the Investors, the Banks and their respective Affiliates and
agents, in connection with the enforcement of this Agreement and the other documents and agreements
to be delivered hereunder.



(b) To the extent not otherwise included in the Investor Rate, the Seller shall pay, promptly
upon the receipt of an invoice, (i) any and all commissions of placement agents and commercial
paper dealers in respect of commercial paper notes issued to fund the purchase or maintenance of
any Receivable Interest in the Pool Receivables, (ii) all reasonable costs and expenses of any
issuing and paying agent or other Person responsible for the administration of
the Purchasers’ commercial paper program in connection with the preparation, completion,
issuance, delivery or payment of commercial paper notes issued to fund the purchase or maintenance
of any Receivable Interest in the Pool Receivables and (iii) any and all stamp and other taxes and
fees payable in connection with the execution, delivery, filing and recording of this Agreement or
the other documents or agreements to be delivered hereunder. The Seller agrees to save each
Indemnified Party harmless from and against any liabilities with respect to or resulting from any
delay by the Seller in paying or omission to pay such taxes and fees.


 


30









 





(c) The Seller also shall pay on demand all other reasonable and documented costs, expenses
and taxes (excluding income taxes) incurred by a Purchaser or any stockholder or agent of a
Purchaser (“Other Costs”), including the reasonable cost of administering the operations of
such Purchaser, the reasonable cost of auditing such Purchaser’s books by certified public
accountants, the cost of rating such Purchaser’s commercial paper by independent financial Rating
Agencies, the taxes (excluding income taxes) resulting from such Purchaser’s operations, and the
reasonable and documented fees and out-of-pocket expenses of counsel for any stockholder or agent
of such Purchaser with respect to advising as to rights and remedies under this Agreement, the
enforcement of this Agreement or advising as to matters relating to such Purchaser’s operations;
provided that the Seller and any other Persons who from time to time sell receivables or
interests therein to a Purchaser (“Other Sellers”) each shall be liable for such Other
Costs ratably in accordance with such Person’s usage under its respective facility; and
provided further that if such Other Costs are attributable to the Seller and not
attributable to any Other Seller, the Seller shall be solely liable for such Other Costs.




SECTION 7.05. No Proceedings.



Each of the Seller, the Administrative Agent, the Purchaser Agents, the Collection Agent, each
Investor, each Bank, each assignee of a Receivable Interest or any interest therein and each entity
that enters into a commitment to purchase Receivable Interests or interests therein hereby agrees
that it will not institute against, or join any other Person in instituting against, a Purchaser
any proceeding of the type referred to in paragraph (g) of Exhibit V for one year and one
day after the latest maturing commercial paper note issued by such Purchaser is paid in full.




SECTION 7.06. Confidentiality.



Each of the parties agrees to maintain the confidentiality of this Agreement and other
Transaction Documents (and all drafts thereof); provided that this Agreement may be
disclosed to (a) each of the party’s officers, directors, employees, outside auditors, legal
counsel and Affiliates who agree to hold such information confidential and then only in connection
with the proposed transaction, (b) third parties who agree in writing to hold such information
confidential, (c) any other commercial paper conduit administered by Credit Agricole or Scotia
Capital, (d) any current or prospective participant in the commercial paper issuance program of the
Purchasers or any other commercial paper conduit administered by Credit Agricole or Scotia Capital
including but not limited to representatives of Rating Agencies, liquidity providers, commercial
paper placement agents and commercial paper dealers; and provided further that this
Agreement may be disclosed if required by applicable law, regulations or legal process, including a
filing with the Securities and Exchange Commission through the EDGAR electronic
filing system, or the listing or quotation requirements of any exchange or quotation system on
which securities of it or its parent or other Affiliates may be listed or quoted. Officers,
directors, employees and agents of Credit Agricole and Scotia Capital shall at all times have the
right to share information received from United Rentals and its affiliates to appropriate parties
in connection with the proposed transaction on a confidential basis.


 


31









 






SECTION 7.07. Governing Law.



THIS AGREEMENT 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, OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO), EXCEPT TO THE
EXTENT THAT THE PERFECTION OF THE INTERESTS OF THE INVESTORS AND THE BANKS IN THE RECEIVABLES AND
IN THE OTHER ITEMS DESCRIBED IN SECTION 1.09, OR REMEDIES HEREUNDER IN RESPECT THEREOF, ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.




SECTION 7.08. SUBMISSION TO JURISDICTION.



ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES
HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS THAT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.




SECTION 7.09. WAIVER OF JURY TRIAL.



EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, THE PURCHASES OR THE ACTIONS OF ANY
PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.


 


32









 






SECTION 7.10. Execution in Counterparts.



This Agreement 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 agreement. Delivery of an executed counterpart of a signature page to this Agreement by
facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.




SECTION 7.11. Survival of Termination.



The provisions of Sections 1.08, 3.01, 4.07, 7.04,
7.05, 7.06, 7.13 and 7.14 shall survive any termination of this
Agreement.




SECTION 7.12. Severability.



Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.




SECTION 7.13. Excess Funds.



A Purchaser shall not be obligated to pay any amount pursuant to this Agreement unless such
Purchaser has excess cash flow from operations or has received funds with respect to such
obligation that may be used to make such payment and which funds or excess cash flow are not
required to repay when due its Commercial Paper or other short-term funding backing its Commercial
Paper. Any amount that such Purchaser does not pay pursuant to the operation of the preceding
sentence shall not constitute a claim, as defined in Section 101(5) of the Federal Bankruptcy Code,
against such Purchaser for any insufficiency unless and until such Purchaser does have excess cash
flow or excess funds.




SECTION 7.14. No Recourse.



(a) The obligations of a Purchaser under this Agreement are solely the corporate obligations
of such Purchaser.


 


33









 





(b) No recourse shall be had for the payment of any amount owing by Atlantic under this
Agreement, or for the payment by Atlantic of any other obligation or claim of or against Atlantic
arising out of or based on this Agreement, against Lord Securities Corporation, a Delaware
corporation (“Lord”) or against any stockholder, employee, officer, director or
incorporator of Atlantic. For purposes of this Section, the term “Lord” shall mean and
include Lord and all affiliates thereof and any employee, officer, director, incorporator,
stockholder or beneficial owner of any of them; provided, however, that Atlantic
shall not be considered to be an affiliate of Lord for purposes of this Section.



(c) No recourse shall be had for the payment of any amount owing by Liberty under this
Agreement, or for the payment by Liberty of any other obligation or claim of or against Liberty
arising out of or based on this Agreement, against Global Securitization Services,
a Delaware corporation (“Global”) or against any stockholder, employee, officer,
director or incorporator of Liberty. For purposes of this Section, the term “Global” shall
mean and include Global and all affiliates thereof and any employee, officer, director,
incorporator, stockholder or beneficial owner of any of them; provided, however,
that Liberty shall not be considered to be an affiliate of Global for purposes of this
Section.


 


34









 





IN WITNESS WHEREOF, the parties have caused this Agreement 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:  	Senior Vice President and Treasurer 	 



	 	 	 	 	 
	PURCHASERS: 	 ATLANTIC ASSET SECURITIZATION LLC

 	 
	 	By:  	CREDIT AGRICOLE CORPORATE AND
 	 
	 	 	INVESTMENT BANK, as Attorney-in-Fact 	 
	 	 	 	 
	 	By:  	/s/ Sam
Pilcer	 
	 	 	Name:  	Sam
Pilcer 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 

	 	By:  	/s/ Konstantina Kourmpetis	 
	 	 	Name:  	Konstantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	LIBERTY STREET FUNDING LLC

 	 
	 	By:  	/s/ Frank
B. Bilotta	 
	 	 	Name:  	Frank
B. Bilotta 	 
	 	 	Title:  	President 	 



Signature Page — Receivables Purchase Agreement




 


 









 





	 	 	 	 	 
	PURCHASER AGENTS: 	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

 	 
	 	By:  	/s/ Sam
Pilcer	 
	 	 	Name:  	Sam Pilcer 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	By:  	/s/ Konstantina
Kourmpetis	 
	 	 	Name:  	Konstantina
Kourmpetis 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Luke
Evans 	 
	 	 	Name:  	Luke Evans 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	ADMINISTRATIVE AGENT:  	
CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK

 	 
	 	By:  	/s/ Sam
Pilcer	 
	 	 	Name:  	Sam Pilcer 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	By:  	
/s/ Konstantina Kourmpetis	 
	 	 	Name:  	Konstantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 


Signature Page — Receivables Purchase Agreement




 


 









 





	 	 	 	 	 
	BANKS: 	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

 	 
	 	By:  	/s/ Sam
Pilcer	 
	 	 	Name:  	Sam Pilcer 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	By:  	
/s/ Konstantina Kourmpetis	 
	 	 	Name:  	Konstantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	Percentage: 50.00%



THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Luke
Evans	 
	 	 	Name:  	Luke Evans 	 
	 	 	Title:  	Director 	 



Percentage: 50.00%




Signature Page — Receivables Purchase Agreement





 


 











 




EXHIBIT I




DEFINITIONS




As used in the Agreement (including its Exhibits and Annexes), the following terms shall have
the following meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):



“Administrative Agent” means Credit Agricole Corporate and Investment Bank, in its
capacity as administrative agent for the banks, or any successor administrative agent.



“Administrative Agent’s Account” means the special account (account number
01-25680-0001-00-001) of the Administrative Agent maintained at the office of Credit Agricole
Corporate and Investment Bank, ABA 026008073.



“Adverse Claim” means a lien, security interest or other charge or encumbrance, or any
other type of preferential arrangement, but shall not include the liens in favor of the Seller or
Administrative Agent.



“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is
in control of, is controlled by or is under common control with such Person or is a director or
officer of such Person.




“Affiliated Obligor” means any Obligor that is an Affiliate of another Obligor.



“Aged Receivables Ratio” means the percentage equivalent of a fraction, computed as of
the last day of each calendar month, obtained by dividing (a) the sum of (i) the Outstanding
Balance of Pool Receivables that were 121 to 150 days past due as of the last day of such month,
excluding Pool Receivables that have been written off at any time after the date on which they were
120 days past due, (ii) (without duplication of any amounts included in clause (i) or (iii)) the
Outstanding Balance of Pool Receivables that were less than 121 days past due as of the last day of
such month and that, consistent with the Credit and Collection Policy, were written off as
uncollectible during such month (excluding write-offs of United Rentals General Account numbered
“6661xxx”), and (iii) (without duplication of any amounts included in clause (i) or (ii))
the Outstanding Balance of Pool Receivables that were less than 121 days past due as of the last
day of such month, as to which the Obligor thereof or any other Person obligated thereon or owning
any Related Security in respect thereof has taken any action, or suffered any event to occur, of
the type described in paragraph (g) of Exhibit V, by (b) the aggregate dollar amount of all
Pool Receivables created during the month ended five months prior to the most recent month-end.


 


 









 






“Alternate Base Rate” means:



(a) For Credit Agricole, Atlantic and each other Bank for Atlantic, on any date, a fluctuating
interest rate per annum as shall be in effect from time to time, which rate shall be at all times
equal to the higher of:




(i) the rate of interest determined by Credit Agricole in New York, New York, from time
to time in its sole discretion, as its prime commercial lending rate (which rate is not
necessarily the lowest rate that Credit Agricole charges any corporate customer)(the
“Credit Agricole Prime Rate”); and




(ii) the Federal Funds Rate plus 0.50% per annum; and



(b) For Scotia Capital, Liberty and each other Bank for Scotia Capital, on any date, a
fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at
all times equal to the higher of:




(i) the rate of interest determined by Scotia Capital in New York, New York, from time
to time in its sole discretion, as its prime commercial lending rate (which rate is not
necessarily the lowest rate that Scotia Capital charges any corporate customer); and




(ii) the Federal Funds Rate plus 0.50% per annum.



“Assignee Rate” for any Fixed Period for any Receivable Interest in the Pool
Receivables means an interest rate per annum equal to the applicable percentage per annum (set
forth in the Fee Agreements) above the Eurodollar Rate (Reserve Adjusted) for such Fixed Period;
provided, however, that in the case of:



(a) any Fixed Period on or prior to the first day that an Investor or Bank shall have notified
its Purchaser Agent that:




(i) the introduction of or any change in or in the interpretation of any applicable law
or regulation makes it unlawful, or any central bank or other governmental authority asserts
that it is unlawful, for such Investor or Bank to fund such Receivable Interest in the Pool
Receivables at the rate set forth above (and such Investor or Bank shall not have
subsequently notified its Purchaser Agent that such circumstances no longer exist),




(ii) dollar deposits in the relevant amounts and for the relevant Fixed Period are not
available,




(iii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
(Reserve Adjusted) for the relevant Fixed Period, or




(iv) the Eurodollar Rate (Reserve Adjusted) determined pursuant hereto does not
accurately reflect the cost to the Investors or the Banks (as conclusively determined by the
related Purchaser Agent) of maintaining Receivable Interests during such Fixed Period,



(b) any Fixed Period of one to and including 29 days (other than a Fixed Period that
corresponds to the month of February or that begins on a day in the month of February and runs to
the numerically corresponding day of the following month),


 


I-2









 





(c) any Fixed Period as to which the related Purchaser Agent does not receive notice, by no
later than 12:00 noon (New York City time) on the third Business Day preceding the first day of
such Fixed Period, that the related Receivable Interest will not be funded by issuance of
commercial paper, or



(d) any Fixed Period for a Receivable Interest the Capital of which allocated to the Investors
or Banks is less than $500,000,


the “Assignee Rate” for each such Fixed Period shall be an interest rate per annum equal to
the Alternate Base Rate in effect on the first day of such Fixed Period; provided
further that after the occurrence and during the continuation of an Event of Termination,
the “Assignee Rate” for each Fixed Period shall be an interest rate per annum equal to 2%
plus the Alternate Base Rate in effect on the first day of such Fixed Period.




“Assignment and Acceptance” means an assignment and acceptance agreement entered into
by a Bank and an Eligible Assignee and approved by the related Purchaser Agent, pursuant to which
such Eligible Assignee may become a party to the Agreement as a Bank.



“Atlantic Purchaser Agent” means Credit Agricole Corporate and Investment Bank and its
successors and assigns.



“Bank Commitment” of any Bank means, (a) with respect to Credit Agricole,
$150,000,000, or such amount as reduced by any Assignment and Acceptance entered into with other
Banks; (b) with respect to Scotia Capital, $150,000,000, or such amount as reduced by any
Assignment and Acceptance entered into with other Banks; or (c) with respect to a Bank that has
entered into an Assignment and Acceptance, the amount set forth therein as such Bank’s Bank
Commitment, in each case as such amount may be reduced by an Assignment and Acceptance entered into
between such Bank and an Eligible Assignee, and as may be further reduced (or terminated) pursuant
to the next sentence. Any reduction (or termination) of the Purchase Limit pursuant to the terms
of the Agreement shall reduce ratably (or terminate) each Bank’s Bank Commitment.



“Banks” means each of Credit Agricole, Scotia Capital and each respective Eligible
Assignee that shall become a party to the Agreement pursuant to Section 7.03.



“Broken Funding Costs” means for any Receivable Interest that is assigned or
terminated prior to the date on which it was originally scheduled to end, an amount equal to the
excess, if any, of (A) the Yield that would have accrued during the remainder of the tranche
periods for Commercial Paper determined by the applicable Purchaser Agent to relate to such
Receivable Interest (as applicable) subsequent to the date of such reduction, assignment or
termination of the Outstanding Balance of such Receivable Interest if such reduction, assignment or
termination had not occurred, over (B) the sum of (x) to the extent all or a portion of such
Outstanding Balance is allocated to another Receivable Interest, the amount of Yield actually
accrued during the remainder of such period on such Outstanding Balance for the new Receivable
Interest, and (y) to the extent such Outstanding Balance is not allocated to another Receivable
Interest, the income, if any, actually received during the remainder of such period by the holder
of such Receivable Interest from investing the portion of such Outstanding Balance
not so allocated. In the event that the amount referred to in clause (B) exceeds the amount
referred to in clause (A), the relevant Purchaser or Purchasers agree to pay to the Seller the
amount of such excess.


 


I-3









 





“Business Day” means any day (other than a Saturday or Sunday) that (a) banks are not
authorized or required to close in New York City and (b) if this definition of “Business
Day” is utilized in connection with the Eurodollar Rate, dealings are carried out in the London
interbank market.



“Capital” of each Receivable Interest in the Pool Receivables means the original
amount paid to the Seller for such Receivable Interest in the Pool Receivables at the time of its
purchase by a Purchaser or a Bank pursuant to the Agreement, or such amount divided or combined in
accordance with Section 1.07, in each case reduced from time to time by Collections
distributed on account of such Capital pursuant to Section 1.04(d) or Section
1.04(h) of the Agreement; provided that if such Capital shall have been reduced by any
distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be
returned for any reason, such Capital shall be increased by the amount of such rescinded or
returned distribution, as though it had not been made.



“Change of Control” means (a) any Person or group of Persons (within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, but in the case of the Company,
excluding United Rentals) shall acquire beneficial ownership (within the meaning of Rules 13d-3 and
13d-5 promulgated under the Securities Exchange Act of 1934) of 50% or more of the total voting
stock of United Rentals; (b) during any two-year period, individuals who at the beginning of such
period constituted United Rentals Board of Directors (together with any new directors whose
election by United Rentals Board of Directors or whose nomination for election by United Rentals
shareholders was approved by a vote of the majority of directors then still in office who either
were directors at beginning of such period or whose election or nomination was previously so
approved) cease for any reason to constitute a majority of the Board of Directors of United
Rentals; (c) any “Change of Control” or similar event, however denominated, shall occur
under, and as defined in, the Credit Agreement; or (d) the Seller shall cease to be a direct or
indirect, wholly owned Subsidiary of United Rentals; provided, however, that any
Originator or any Subsidiary of an Originator, in each case excluding the Seller, may be merged or
amalgamated with or into any other Originator or all or any part of its business, property or
assets may be conveyed, sold, leased, transferred or otherwise disposed of (each, an “Affiliate
Transfer”), in one transaction or a series of transactions, to any other such Originator (and,
subsequent to such Affiliate Transfer, to liquidate, wind-up or dissolve the transferring
Originator if such Originator holds no remaining assets and any outstanding obligations hereunder
have been assumed by the transferee).



“Collateral” means each Receivable and the Related Security and Collections with
respect to, and other proceeds of, such Receivable and Related Security and the collateral security
referred to in Section 1.09 of the Agreement.



“Collection Account” means any joint deposit accounts, lock-box account or any account
into which credit card collections are deposited, which the Seller maintains with the Qualified
Intermediary for the purpose of receiving Collections.


 


I-4









 





“Collection Agent” means at any time the Person then authorized pursuant to
Article IV to service, administer and collect Pool Receivables.




“Collection Agent Default” has the meaning specified in Exhibit VI hereto.




“Collection Agent Fee” has the meaning specified in Section 1.05(a).



“Collection Agent Fee Reserve” for any Receivable Interest in the Pool Receivables at
any time means the sum of (a) the unpaid Collection Agent Fee relating to such Receivable Interest
in the Pool Receivables accrued to such time, plus (b) an amount equal to the product of (i) the
Outstanding Balance of such Receivable Interest in the Pool Receivables on such date, (ii) the
percentage per annum at which the Collection Agent Fee is accruing on such date, (iii) a stress
factor of 2.25 and (iv) a fraction having the Days Sales Outstanding as its numerator and 360 as
its denominator.



“Collections” means, with respect to any Receivable, (a) all funds that are received
by the Seller or the Collection Agent in payment of any amounts owed in respect of such Receivable
(including, without limitation, purchase price, finance charges, interest and all other charges),
or applied to amounts owed in respect of such Receivable (including, without limitation, insurance
payments and net proceeds of the sale or other disposition of repossessed goods or other collateral
or property of the related Obligor or any other party directly or indirectly liable for the payment
of such Receivable and available to be applied thereon), (b) all Collections deemed to have been
received pursuant to Section 1.04 and (c) all other proceeds of such Receivable.



“Commercial Paper” means promissory notes of a Purchaser issued by such Purchaser in
the commercial paper market.



“Commitment Termination Date” means the earliest of (a) September 26, 2012 (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, and
(d) the date the Purchase Limit reduces to zero.



“Concentration Percentage” for any Obligor means at any time 2%; provided that
in the case of an Obligor with any Affiliated Obligor, the Concentration Percentage shall be
calculated as if such Obligor and such Affiliated Obligor are one Obligor.



“Contract” means with respect to any Receivable, an agreement between an Originator
and any Obligor, pursuant to or under which such Obligor shall be obligated to pay for goods or
services from time to time.



“Controlled Account” means a deposit account maintained at the Controlled Account Bank
for the purpose of receiving deposited Collections.



“Controlled Account Agreement” means an agreement between United Rentals, the Seller
and each Controlled Account Bank reasonably acceptable to the Administrative Agent;
provided that the Controlled Account Agreements entered into on the date hereof shall be
deemed to be reasonably acceptable to the Administrative Agent.


 


I-5









 





“Controlled Account Bank” means the bank or other financial institution holding the
Controlled Account.



“Credit Agreement” means the Credit Agreement, dated as of June 9, 2008, by and among
the financial institutions named therein, as the Lenders, Bank of America, N.A., as Agent, U.S.
Swingline Lender and Letter of Credit Issuer, Bank of America, N.A. (acting through its Canadian
Branch), as Canadian Swingline Lender and as a Canadian Funding Bank, UBS Securities LLC, as the
Syndication Agent, UBS AG Canada Branch, as a Canadian Funding Bank, Wachovia Bank, National
Association, as Co-Documentation Agent, Wachovia Capital Finance Corporation (Canada), as a
Canadian Funding Bank, Wells Fargo Foothill, LLC, as Co-Documentation Agent, United Rentals (North
America), Inc. and certain of its Subsidiaries, as the U.S. Borrowers, United Rentals, Inc. and
certain of its Subsidiaries, as the Guarantors, United Rentals of Canada, Inc. and United Rentals
Alberta Holding, LP, as the Canadian Borrowers, United Rentals Financing Limited Partnership, as
the Specified Loan Borrower, Banc of America Securities LLC and UBS Securities LLC, as the Joint
Lead Arrangers, and Banc of America Securities LLC, UBS Securities LLC and Wachovia Capital
Markets, LLC, as the Joint Book Managers, as amended to date, and as the same may, from time to
time, be amended, waived, modified, supplemented or replaced but only to the extent that the
Purchaser Agents approve such amendment, waiver, modification or supplement for the purposes of
incorporation of such amendment, waiver, modification, supplement or replacement herein.



“Credit Agricole” has the meaning as set forth in the preamble to this Agreement and
its successor and assigns.



“Credit Agricole Fee Agreement” means the separate fee agreement, dated on or about
the date hereof, pertaining to fees among the Seller and Credit Agricole as Atlantic Purchaser
Agent and as the Administrative Agent, as the same may be amended or restated from time to time.



“Credit and Collection Policy” means those receivables credit and collection policies
and practices of the Seller in effect on the date of the Agreement and described in Annex C
hereto, as modified in compliance with the Agreement.



“Daily Report” means a report, in substantially the form of Annex G-2 hereto,
furnished by the Collection Agent to the Administrative Agent and to each Purchaser Agent as
required pursuant to Article IV of the Agreement.



“Daily Report Trigger Event” means a breach of one or more of the following financial
covenants:




(a) The Fixed Charge Coverage Ratio is less than 1.10 to 1 on any day; or




(b) The Senior Secured Leverage Ratio is greater than 1.75 to 1 on any day.



“Days Sales Outstanding” means the product of (a) the number of days in the month most
recently ended and (b) the amount obtained by dividing (i) the Outstanding Balance of Pool
Receivables for such month by (ii) the aggregate dollar amount of Receivables created for such
month.


 


I-6









 






“Debt” has the meaning specified in the Credit Agreement.



“Default Ratio” means the percentage equivalent of a fraction, computed as of the last
day of each calendar month, obtained by dividing (a) the aggregate Outstanding Balance of all Pool
Receivables that were Defaulted Receivables on the last day of each such month or that would have
been Defaulted Receivables on such day had they not been written off the books of the applicable
Originator or the Seller during such month by (b) the aggregate Outstanding Balance of all Pool
Receivables on such day.




“Defaulted Receivable” means a Receivable:



(a) as to which any payment, or part thereof, remains unpaid for 121 or more days from the
original due date for such payment;



(b) as to which the Obligor thereof or any other Person obligated thereon or owning any
Related Security in respect thereof has taken any action, or suffered any event to occur, of the
type described in paragraph (g) of Exhibit V; or



(c) that, consistent with the Credit and Collection Policy, would be written off as
uncollectible.




“Deferred Purchase Price” has the meaning specified in the Purchase Agreement.



“Delinquency Ratio” means the percentage equivalent of a fraction, computed as of the
last day of each calendar month, obtained by dividing (a) the aggregate Outstanding Balance of all
Pool Receivables that were Delinquent Receivables as of the last day of such month by (b) the
aggregate Outstanding Balance of all Receivables on such day.



“Delinquent Receivable” means a Pool Receivable that is not a Defaulted Receivable
and:



(a) that any payment, or part thereof, remains unpaid for 61 or more days from the original
due date for such payment; and




(b) that, consistent with the Credit and Collection Policy, would be classified as delinquent.



“Designated Obligor” means, at any time, each Obligor; provided,
however, that any Obligor shall cease to be a Designated Obligor upon notice by the
Administrative Agent to the Seller.



“Dilution” means, with respect to any Pool Receivable, the aggregate amount of any
reductions or adjustments in the Outstanding Balance of such Receivable as a result of any
defective, rejected, returned, repossessed or foreclosed goods or services or any rebate, sales
allowance, cash discount or other adjustment or setoff.



“Dilution Ratio” means for any month, the percentage equivalent of a fraction, the
numerator of which is equal to the dollar amount of Dilutions occurring during such month, and
the denominator of which is equal to the aggregate Outstanding Balance of all Receivables as
of the last day of such month.


 


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“Dilution Reserve” for any Receivable Interest at any time means an amount equal to
(a) the Net Receivables Pool Balance on such date multiplied by (b) the Dilution Reserve Percentage
at such time.



“Dilution Reserve Percentage” means for any Receivable Interest at any time an amount
equal to:



[(Stress Factor x Expected Dilution Ratio) + (Dilution Volatility)]

multiplied by the Dilution Horizon Ratio




Where:




Stress Factor = 2.25




Expected Dilution Ratio = the twelve month rolling average of the Reserve Dilution
Ratio




Dilution Volatility = (Dilution Spike — Expected Dilution Ratio) x (Dilution Spike
divided by Expected Dilution Ratio)




Dilution Spike = the highest Reserve Dilution Ratio as of the last day of each of
the twelve months immediately preceding such day




Dilution Horizon Ratio = the aggregate amount of newly generated Receivables during
the most recent two months divided by the Net Receivables Pool Balance as of the
last day of the most recent month.



“Eligible Assignee” means (a) with respect to Credit Agricole, (i) Credit Agricole or
any of its Affiliates or (ii) any other Person the short term debt of which is rated A-1 by
Standard & Poor’s, F1 by Fitch and P-1 by Moody’s Investors Service, Inc. and which is otherwise
acceptable to the Purchaser Agents, and (b) with respect to Scotia Capital, (i) Scotia Capital or
any of its Affiliates or (ii) any other Person the short term debt of which is rated A-1 by
Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. and which is otherwise acceptable to
the Purchaser Agents.



“Eligible Extended Term Receivable” means any Extended Term Receivable that is less
than 61 days past due.



“Eligible Receivable” means, at the relevant time of determination, a Receivable or an
ENB Receivable, as applicable:



(a) the Obligor of which (i) if a natural person, is a resident of the United States or, if a
corporation or other business organization, is organized under the laws of the United States or any
political subdivision thereof and has its chief executive office in the United States; and (ii) is
not an Affiliate of the Originators or the Seller;


 


I-8









 





(b) the Obligor of which has not taken any action, or suffered any event to occur, of the type
described in paragraph (g) of Exhibit V;



(c) the Obligor of which, at the time of the initial creation of an interest therein under the
Agreement, is a Designated Obligor;



(d) that is not a Defaulted Receivable or a Delinquent Receivable or from a “6661
account” or a “7771 account”;



(e) that, according to the Contract related thereto, is required to be paid in full within 30
days of the original billing date therefor (or with respect to an ENB Receivable or Extended Term
Receivable, in accordance with the payment terms of the related Contract);



(f) that is an “account” within the meaning of the UCC (or, with respect to an ENB
Receivable, an account or payment intangible) of the applicable jurisdictions governing the
perfection of the interest created by a Receivable Interest;




(g) that is denominated and payable in United States dollars in the United States;




(h) that arises under a Contract that:




(i) does not require the Obligor thereunder to consent to the transfer, sale or
assignment of the rights and duties of the Seller or the Originator thereunder;




(ii) is substantially in the form of contract or the form of invoice (in the case of
any open account agreement) previously approved by the Purchaser Agents;




(iii) together with such Receivable, is in full force and effect, constitutes the
legal, valid and binding obligation of the Obligor of such Receivable to pay a determinable
amount and is not subject to any dispute, offset, counterclaim or defense whatsoever (except
the potential discharge in bankruptcy of such Obligor) and for which neither the Originator
thereof, the Seller nor the Collection Agent has established any offset arrangements with
the related Obligor;




(iv) does not contain a confidentiality provision that purports to restrict the ability
of the Investors, the Banks or their assignees to exercise their rights under the Agreement,
including, without limitation, their right to review the Contract;



(i) that, together with the Contract related thereto, does not contravene in any material
respect any laws, rules or regulations applicable thereto (including, without limitation, laws,
rules and regulations relating to usury, consumer protection, truth in lending, fair credit
billing, fair credit reporting, equal credit opportunity, fair debt collection practices and
privacy) and with respect to which none of the Seller, the Originators or the Obligor is in
violation of any such law, rule or regulation in any material respect;



(j) in which the Seller owns good and marketable title, free and clear of any Adverse Claims,
and that is freely assignable by the Seller;


 


I-9









 






(k) that satisfies all applicable requirements of the Credit and Collection Policy;



(l) as to which, at or prior to the time of the initial creation of an interest therein under
the Agreement, the Administrative Agent or the Purchaser Agents has not notified the Seller that
the Receivables of a particular Obligor are not acceptable for purchase by a Purchaser or the Banks
hereunder;



(m) the Obligor of which has been directed to make all payments to a Collection Account and
within one Business Day the Collection Agent has transferred all such payments to the Controlled
Account except to the extent otherwise permitted by the provisions of Section 1.04(a)
hereof;



(n) for which the Purchasers shall have a valid and enforceable undivided percentage ownership
or security interest, to the extent of the Receivable Interest, and a valid and enforceable first
priority perfected security interest therein and in the Related Security and Collections with
respect thereto, in each case free and clear of any Adverse Claim;



(o) that does not represent proceeds of the lease or provision of equipment that has been
leased to an Originator by a lessor (i) that has not released in writing any lien that it may have
on Receivables generated by the lease or provision of such equipment or (ii) with respect to which
a proper financing statement (Form UCC-3) amending any financing statement known to the Collection
Agent, any Originator or the Seller relating to such lien (in order to exclude such Receivable from
the collateral description therein) has not been filed in the appropriate filing office in
accordance with the terms of such release;



(p) that was not originated by any branch or division of an Originator that was acquired by
such Originator after the date hereof, unless (i) such branch or division has been fully integrated
into the existing accounts receivable platform of the Collection Agent (the “WYNNE
System”), and new receivables generated are generated in accordance with the Collection Agent’s
established credit and collection policy, and (ii) a Collection Account has been established or
exists into which payments on such receivables will be made;



(q) that following the occurrence of a Termination Event, is not a Receivable, the Obligor of
which is a Government Obligor, unless the Federal Assignment of Claims Act and each similar
applicable law is being fully complied with in respect of the Receivables owed by such Obligor;



(r) the transfer, sale or assignment of which does not contravene any applicable law, rule or
regulation;




(s) solely with respect to ENB Receivables, the ENB Receivable Conditions are satisfied; or




(t) that is not an Equipment Sale Receivable.


 


I-10









 





“ENB Receivable” means the U.S. dollar denominated indebtedness of any Obligor
resulting from the provision or sale of goods or services to such Obligor by an
Originator under a Contract generated by the Originator in the ordinary course of its business
for which all actions required to be performed by the Originator have been performed (except for
the presentment by the Originator of an invoice to the Obligor), and includes the right to payment
of any sales tax, interest or finance charges and other obligations of such Obligor with respect
thereto, which Receivable has been acquired or purported to be acquired by the Seller by purchase
or by capital contribution pursuant to the Purchase Agreement.



“ENB Receivable Conditions” means with respect to an ENB Receivable being treated as
an Eligible Receivable, the satisfaction of the following conditions: (a) the Senior Secured
Leverage Ratio shall exceed 1.25 to 1.0; or (b) the Collection Agent maintains at least $50,000,000
in availability under the Credit Agreement.



“Equipment Sale Receivable” means any receivable or other indebtedness owing to an
Originator, that but for the proviso to the definition of “Receivable” would constitute a
Receivable hereunder, in respect of the sale of tangible personal property which such Originator
uses productively in its trade or business or holds for investment, unless such property is
ineligible to become Relinquished Property (as such term is defined in the Master Exchange
Agreement).



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.



“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Board of Governors of the Federal Reserve System, as in effect from time to time.



“Eurodollar Rate” means, for any Fixed Period, an interest rate per annum (expressed
as a decimal and rounded upwards, if necessary, to the nearest one hundredth of a percentage point)
equal to the offered rate per annum for deposits in U.S. dollars in a principal amount of not less
than $1,000,000 for such Fixed Period as of 11:00 A.M., London time, two Business Days before the
first day of such Fixed Period, which appears on display designated on page “LIBOR01” on Reuters
Money 3000 Services (or such other page as may replace the LIBOR01 page on that service) or such
services displaying the London interbank offered rate for deposits in Dollars as may replace
Reuters Money 3000 Service (the “Reuters Screen LIBOR01 Page”); provided that, if
more than one rate is specified on Reuters Screen LIBOR01 Page, the applicable rate shall be the
arithmetic mean of all such rates; provided further that if on any Business Day
that the Eurodollar Rate is to be determined any Purchaser Agent shall have determined (which
determination shall be conclusive and binding upon the parties hereto), by reason of circumstances
affecting the interbank Eurodollar market, either that: (a) dollar deposits in the relevant amounts
and for the relevant Settlement Period are not available, or (b) adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Settlement Period, the Administrative Agent
will request the principal London office of Credit Agricole (the “Eurodollar Reference
Bank”), to provide the Administrative Agent with its quotation at approximately 11:00 A.M.,
London time, on such date of the rate per annum it offers to prime banks in the London interbank
market for deposits in U.S. dollars for the requested Fixed Period in an amount substantially equal
to the Capital associated with such Fixed Period; if the Eurodollar Reference Bank does not furnish
timely information to the Administrative Agent for
determining the Eurodollar Rate, then the Eurodollar Rate shall be considered to be the
Alternate Base Rate for such Fixed Period.


 


I-11









 





“Eurodollar Rate (Reserve Adjusted)” for any Investor or Bank for any Fixed Period
means the rate (expressed as a decimal rounded upwards, if necessary, to the nearest one hundredth
of a percentage point) determined pursuant to the following formula:



	 	 	 
	Eurodollar Rate (Reserve Adjusted) =

	 	Eurodollar Rate
	 

	 	1 — Eurodollar Reserve Percentage







“Eurodollar Reserve Percentage” means, relative to each Fixed Period, a percentage
(expressed as a decimal) applicable two Business Days before the first day of such Fixed Period
under regulations issued from time to time by the Board of Governors of the Federal Reserve System
(or any successor) (or if more than one such percentage shall be applicable, the daily average of
such percentages for those days in such Fixed Period during which any such percentage shall be so
applicable) for determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for such Investor or Bank with
respect to Eurocurrency Liabilities (or with respect to any other category of liabilities that
includes deposits by reference to which the interest rate on Eurocurrency Liabilities is
determined) having a term comparable to such Fixed Period.




“Event of Termination” has the meaning specified in Exhibit V.



“Extended Term Receivable” means the U.S. dollar denominated indebtedness of any
Obligor resulting from the provision, lease or sale of goods or services to such Obligor by an
Originator under a Contract generated by the Originator in the ordinary course of its business
(except that the stated repayment term is greater than 30 days but not more than 90 days) for which
all actions required to be performed by the Originator have been performed, and includes the right
to payment of any sales tax, interest or finance charges and other obligations of such Obligor with
respect thereto, which Receivable has been acquired or purported to be acquired by the Seller by
purchase or by capital contribution pursuant to the Purchase Agreement; provided that
“Extended Term Receivable” shall not include any Equipment Sale Receivables.



“Facility Termination Date” means the earliest of (a) September 26, 2012, (b) the date
determined pursuant to Section 2.02, (c) the date the Purchase Limit is reduced to zero
pursuant to Section 1.01(b) or (d) the date upon which the Credit Agreement is terminated
in connection with an Event of Default thereunder.



“Federal Assignment of Claims Act” means the Assignment of Claims Act of 1940, 31
U.S.C. § 3727 and 41 U.S.C. § 15, as amended from time to time.



“Federal Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. § § 101
et seq.


 


I-12









 





“Federal Funds Rate” means, with respect to any day, the rate set forth in H.15(519)
for that day opposite the caption “Federal Funds (Effective).” If on any date of
determination, such rate is not published in H.15(519), such rate will be the rate set forth in
Composite 3:30 P.M. Quotations for U.S. Government Securities for that day under the caption
“Federal Funds/Effective Rate.” If on any date of determination, the appropriate rate is
not published in either H.15(519) or Composite 3:30 P.M. Quotations for U.S. Government Securities,
such rate will be the arithmetic mean of the rates for the last transaction in overnight federal
funds arranged by three leading brokers of federal funds transactions in New York City prior to
9:00 a.m., New York City time, on that day.



“Fee Agreement” means the Credit Agricole Fee Agreement or the Scotia Capital Fee
Agreement.




“Fitch” means Fitch, Inc.




“Fixed Period” means with respect to any Receivable Interest in the Pool Receivables:



(a) initially the period commencing on the date of purchase of such Receivable Interest and
ending such number of days as the Seller shall select and the related Purchaser Agent shall approve
pursuant to Section 1.02, up to 31 days from such date; and



(b) thereafter each period commencing on the last day of the immediately preceding Fixed
Period for such Receivable Interest and ending such number of days (not to exceed 31 days) as the
Seller shall select and the related Purchaser Agent shall approve on notice by the Seller received
by the related Purchaser Agent (including notice by telephone, confirmed in writing) not later than
11:00 A.M. (New York City time) on such last day, except that if the related Purchaser Agent shall
not have received such notice or approved such period on or before 11:00 A.M. (New York City time)
on such last day, such period shall be one day;



provided that





(i) the Fixed Period with respect to Pooled Commercial Paper shall be the immediately
preceding calendar month;




(ii) any Fixed Period in respect of which Yield is computed by reference to the
Assignee Rate shall be a period from one to and including 29 days, or a period of one month,
as the Seller may select as provided above;




(iii) any Fixed Period (other than of one day) that would otherwise end on a day that
is not a Business Day shall be extended to the next succeeding Business Day
(provided, however, that if Yield in respect of such Fixed Period is
calculated by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on
a day that is not a Business Day, and there is no subsequent Business Day in the same
calendar month as such day, such Fixed Period shall end on the next preceding Business Day);




(iv) in the case of any Fixed Period of one day, (x) if such Fixed Period is the
initial Fixed Period for a Receivable Interest in the Pool Receivables, such Fixed Period
shall be the day of purchase of such Receivable Interest in the Pool Receivables; (y) any
subsequently occurring Fixed Period that is one day shall, if the immediately preceding
Fixed Period is more than one day, be the last day of such immediately
preceding Fixed Period, and, if the immediately preceding Fixed Period is one day, be
the day next following such immediately preceding Fixed Period; and (z) if such Fixed Period
occurs on a day immediately preceding a day that is not a Business Day, such Fixed Period
shall be extended to the next succeeding Business Day; and


 


I-13









 






(v) in the case of any Fixed Period for any Receivable Interest in the Pool Receivables
that commences before the Termination Date for such Receivable Interest and would otherwise
end on a date occurring after such Termination Date, such Fixed Period shall end on such
Termination Date and the duration of each Fixed Period that commences on or after the
Termination Date for such Receivable Interest shall be of such duration as shall be selected
by the related Purchaser Agent.




“Fixed Charge Coverage Ratio” has the meaning specified in the Credit Agreement.



“Former Deal Documents” means the Amended and Restated Receivables Purchase Agreement,
dated as of June 26, 2001, among the Seller, United Rentals, the issuers party thereto, the banks
party thereto and Calyon New York Branch, as Agent, and the documents executed in connection
therewith, and the Receivables Purchase Agreement, dated as of June 17, 2003, by and among the
Seller, the Collection Agent, the entities from time to time parties thereto as Conduit Investors,
the entities from time to time parties thereto as Committed Investors, the entities from time to
time party hereto as agents for the Investor Groups, the entities from time to time parties thereto
as Administrators and Deutsche Bank Securities, Inc., as the administrative agent.



“Government Obligor” means an Obligor that is the United States federal government or
governmental subdivision or agency of the United States or a state government or governmental
subdivision or agency thereof.



“Identifiable Combined Assets” means amounts received in the Collection Accounts that
the Collection Agent can identify as being received in respect of (i) amounts received in the
Controlled Account that the Collection Agent can identify as being received in respect of the sale
of equipment that has been leased to an Originator and is subject to the lien of the lessor
thereof, and (ii) amounts received in the Controlled Account that the Collection Agent can identify
as being received in respect of Receivables that would, in accordance with the accounts receivable
adjustment codes used by the Collection Agent, the Seller and each Originator on the Closing Date,
be identified on the general ledger thereof under account receivable adjustment code “N/A.”



“Incipient Event of Termination” means an event that but for notice or lapse of time
or both would constitute an Event of Termination.



“Incremental Purchase” means a purchase of one or more Receivable Interests which
increases the total outstanding Capital hereunder.



“Indemnified Amounts” has the meaning specified in Section 3.01 of the
Agreement.


 


I-14









 





“Indemnified Party” has the meaning specified in Section 3.01 of the
Agreement.



“Investor” means each of the Purchasers, Banks and all other owners by assignment or
otherwise of a Receivable Interest or any interest therein and any Person that has entered into an
agreement to purchase, undivided interests therein (each of which shall be an Eligible Assignee).



“Investor Rate” for any Fixed Period for any Receivable Interest means, to the extent
a Purchaser funds such Receivable Interest for such Fixed Period (a) by issuing commercial paper
(other than Pooled Commercial Paper), the rate (or if more than one rate, the weighted average of
the rates) at which commercial paper notes of such Purchaser having a term equal to such Fixed
Period and to be issued to fund such Receivable Interest may be sold by any placement agent or
commercial paper dealer selected by the its Purchaser Agent on behalf of its Purchaser or (b)
Pooled Commercial Paper, the discount of interest accrued on such Pooled Commercial Paper, plus in
either case all commissions of placement agents and commercial paper dealers with respect to such
commercial paper notes as agreed between each such agent or dealer and such Purchaser Agent and
notice of which has been given by such Purchaser Agent to the Collection Agent; provided
that if the rate (or rates) as agreed between any such agent or dealer and such Purchaser Agent for
any Fixed Period for any Receivable Interest is a discount rate (or rates), then such rate shall be
the rate (or if more than one rate, the weighted average of the rates) resulting from converting
such discount rate (or rates) to an interest-bearing equivalent rate per annum.




“Liberty Purchaser Agent” means Scotia Capital and its successors and assigns.



“Like-Kind Exchange” means, with respect to each Exchanger, each of a series of
“exchanges”, as defined in Sections 1.1031(k)-1(b)(i) and 1.1031(k)-1(b)(ii) of the Treasury
Regulations, pursuant to this Agreement, as determined by each Exchanger, consisting of one or more
transfers of Relinquished Property and one or more subsequent related acquisitions of Replacement
Property within the relevant Exchange Period that are of like-kind, as defined in Sections
1.1031(a)-1(b) and 1.1031(a)-2 of the Treasury Regulations and under the “safe harbors” section
4.01 of Rev. Proc 2003-39. Capitalized terms used above but not defined herein are as defined in
the Master Exchange Agreement.



“Like-Kind Exchange Account” means an account or accounts established jointly with a
Qualified Intermediary pursuant to and for the purpose of facilitating any Like-Kind Exchange that
(1) qualifies within the definition of “Joint Accounts” described in section 5.02 of Rev. Proc.
2003-39, (2) is used to receive Relinquished Property Proceeds and any Additional Subsidies from
the Collection Accounts, and (3) used to provide such funds to pay off indebtedness related to
Relinquished Property Subject to Liabilities or to transfer to the Disbursement Accounts (to the
extent of the funds in the Exchange Account, including any funds earned from the investment of
funds held in the Exchange Account). Capitalized terms used in this definition but not defined
herein are as defined in the Master Exchange Agreement.



“Liquidation Day” means, for any Receivable Interest, (a) each day during a Settlement
Period for such Receivable Interest in the Pool Receivables on which the conditions set forth in
paragraph 2 of Exhibit II are not satisfied, and (b) each day that occurs on or after the
Termination Date for such Receivable Interest in the Pool Receivables, (c) each day after the
occurrence of the Facility Termination Date, and (d) each day that an Event of Termination (not
otherwise waived by the Administrative Agent, each Purchaser Agent and the Banks) occurs.


 


I-15









 





“Liquidation Fee” means, for any Fixed Period during which a Liquidation Day occurs,
the amount, if any, by which (a) the additional Yield (calculated without taking into account any
Liquidation Fee or any shortened duration of such Fixed Period pursuant to clause (iv) of the
definition thereof) that would have accrued during such Fixed Period on the reductions of Capital
of the Receivable Interest relating to such Fixed Period had such reductions remained as Capital,
exceeds (b) the income, if any, received by the Investors’ or Banks’ investing the proceeds of such
reductions of Capital.



“Loss Horizon Ratio” means for any month the ratio determined by dividing the
cumulative sales over the most recent three months by the current month’s Net Receivables Pool
Balance.



“Loss Reserve” means, for any Receivable Interest on any date, an amount equal to the
Net Receivables Pool Balance multiplied by the Loss Reserve Percentage.



“Loss Reserve Percentage” means, for any Receivable Interest in the Pool Receivables
on any date, an amount equal to the greater of:




(a) Stress Factor * Loss Ratio * Loss Horizon Ratio and




(b) Minimum Loss Reserve



Where:




Loss Ratio = the highest three month rolling average of the Aged Receivables Ratio
in the most recent twelve months ended prior to such date.




Minimum Loss Reserve = 10%




Stress Factor = 2.25



“Material Adverse Effect” means a material adverse change in, or a material adverse
effect upon, the financial condition, operations, assets, business, properties or prospects of
United Rentals and its Subsidiaries, taken as a whole.



“Master Exchange Agreement” means the agreement dated as of January 1, 2009 by and
among, inter alia, Qualified Intermediary and the Originators.



“Monthly Report” means a report, in substantially the form of Annex E hereto,
furnished by the Collection Agent to the Administrative Agent and each Purchaser Agent pursuant to
Article IV of the Agreement.



“Moody’s” means Moody’s Investor Service, Inc.


 


I-16









 





“Net Receivables Pool Balance” means at any time the Outstanding Balance of Eligible
Receivables reduced by:



(a) the aggregate amount by which the Outstanding Balance of Eligible Receivables of each
Obligor exceeds the product of (i) the Concentration Percentage for such Obligor multiplied by (ii)
the Outstanding Balance of the Eligible Receivables;



(b) the Outstanding Balance of Eligible Receivables for Obligors that are United States,
federal government, governmental subdivisions or agencies that in the aggregate are in excess of 2%
of the aggregate Outstanding Balance of all Eligible Receivables;



(c) the Outstanding Balance of Eligible Receivables for Obligors that are state government,
governmental subdivisions or agencies that in the aggregate are in excess of 4% of the aggregate
Outstanding Balance of all Eligible Receivables;



(d) the aggregate monthly collections received during the preceding calendar month and not
deposited into the Controlled Account in accordance with the provisions of Section 1.04(a)
hereof;



(e) the aggregate amount of Collections received as credit card payments during the preceding
calendar month that were not deposited into the Controlled Account in accordance with the
provisions of Section 1.04(a) hereof;



(f) the amount shown as “Un-reconciled Difference” in the latest Monthly Report
expressed as a positive number;



(g) with respect to any Obligor in respect of which (i) there is currently an Outstanding
Balance of Eligible Receivables owing from such Obligor in excess of $100,000 and (ii) there is a
payable owing from the Collection Agent or any of its Affiliates to such Obligor, the lesser of (x)
the Outstanding Balance of Eligible Receivables owing from such Obligor and (y) the aggregate
amount owing from the Collection Agent and its Affiliates to such Obligor;



(h) the Outstanding Balance of ENB Receivables that (i) in the aggregate are in excess of 20%
of the aggregate Outstanding Balance of all Eligible Receivables or (ii) are greater than 28 days
old; and



(i) the Outstanding Balance of Eligible Extended Term Receivables that in the aggregate are in
excess of 2.5% of the Aggregate Outstanding Balance of all Eligible Receivables.




“Non-Extending Purchaser” has the meaning set forth in Section 1.04(h).




“Nonrenewing Purchaser” has the meaning set forth in Section 1.13.



“Notice of Effectiveness” means a notice upon receipt of which the Seller effectively
transfers to the Administrative Agent the exclusive control of the Controlled Account.


 


I-17









 





“Obligor” means a Person obligated to make payments pursuant to a Contract;
provided that in the event that any payments in respect of a Contract are made by any other
Person, such other Person shall also be deemed to be an Obligor.



“Originator” means each of United Rentals (North America), Inc., United Rentals
Northwest, Inc. and each of their successors and permitted assigns.



“Other Corporations” means United Rentals, Inc. and all of its Subsidiaries except the
Seller.



“Other Investors” means any Person other than the Seller, the Originators or the
Collection Agent.



“Outstanding Balance” of any Receivable at any time means the then outstanding
principal balance thereof.




“Parent” means United Rentals, Inc. and its successors and permitted assigns.



“Performance Undertaking Agreement” means the Performance Undertaking Agreement, dated
as of May 31, 2005, made by United Rentals in favor of the Seller, as the same may, from time to
time, be amended, modified or supplemented, as confirmed by the Confirmation of Performance
Undertaking, dated as of December 22, 2008, and as confirmed by the Confirmation of Performance
Undertaking, dated as of the date hereof.



“Percentage” of any Bank means, (a) with respect to Credit Agricole, the percentage
set forth on the signature page to the Agreement, (b) with respect to Scotia, the percentage set
forth on the signature page to the Agreement, and (c) with respect to a Bank that has entered into
an Assignment and Acceptance, the amount set forth therein as such Bank’s Percentage, in each case
as such amount may be modified by an Assignment and Acceptance entered into between a Bank and an
Eligible Assignee.




“Periodic Report” means the Monthly Report, the Weekly Report or the Daily Report.



“Person” means an individual, partnership, corporation (including a business trust),
joint stock company, limited liability company, unincorporated association, trust, joint venture or
other entity, or a government or any political subdivision or agency thereof.



“Pool Balance Dilution Ratio” means the three month rolling average of the percentage
equivalent of a fraction, computed as of the last day of each calendar month, obtained by dividing
(a) the aggregate Dilutions occurring during such month by (b) the aggregate Outstanding Balance of
Pool Receivables as of the last day of such month.




“Pool Receivable” means a Receivable in the Receivables Pool.



“Pooled Commercial Paper” means all short-term Commercial Paper issued by such
Purchaser from time to time, subject to any pooling arrangement by such Purchaser, but excluding
short-term Commercial Paper issued by such Purchaser both for a tenor and in an
amount specifically requested by any Person in connection with any receivables purchase
facility effected by such Purchaser.


 


I-18









 





“Purchase Agreement” means the Second Amended and Restated Purchase and Contribution
Agreement, dated as of the date of the Agreement, between the Originators, as sellers, and United
Rental Receivables LLC II, as buyer, as the same may be amended, modified or restated from time to
time.



“Purchase Limit” means $300,000,000, as such amount may be reduced pursuant to
Section 1.01(b). References to the unused portion of the Purchase Limit shall mean, at any
time, the Purchase Limit, as then reduced pursuant to Section 1.01(b), minus the then
outstanding Capital of Receivable Interests under the Agreement.



“Purchase Request” means a request, substantially in the form of Annex I
hereto, delivered by the Seller pursuant to Section 1.02 of the Agreement.



“Purchaser” means (i) Atlantic Asset Securitization LLC and any successor or assign of
such Purchaser that is a receivables investment company that in the ordinary course of its business
issues commercial paper or other securities to fund its acquisition and maintenance of receivables
and (ii) Liberty Street Funding LLC and any successor or assign of such Purchaser that is a
receivables investment company that in the ordinary course of its business issues commercial paper
or other securities to fund its acquisition and maintenance of receivables.



“Purchaser Agent” means (i) Credit Agricole and its permitted successors and assigns
as Atlantic Purchaser Agent and (ii) Scotia Capital and its permitted successors and assigns as
Liberty Purchaser Agent.



“Purchaser Agent’s Account” means (i) with respect to Credit Agricole, the special
account (account number 01-25680-001-00-001, ABA No. 026008073) of Credit Agricole maintained at
the office of Credit Agricole and (ii) with respect to Scotia Capital, the special account (account
number 2158-13, ABA No. 026-002532) of Scotia Capital maintained at the office of Scotia Capital.



“Qualified Intermediary” means United Rentals Exchange, LLC, a qualified intermediary
as defined in Treasury Regulation Section 1.1031(k)-1(g)(4).




“Rating Agency” means Standard & Poor’s, Moody’s or Fitch, or any successor thereto.



“Receivable” means the U.S. dollar denominated indebtedness of any Obligor resulting
from the provision or sale of goods or services to such Obligor by an Originator under a Contract
generated by the Originator in the ordinary course of its business for which all actions required
to be performed by the Originator have been performed, and includes the right to payment of any
sales tax, interest or finance charges and other obligations of such Obligor with respect thereto,
which Receivable has been acquired or purported to be acquired by the Seller by purchase or by
capital contribution pursuant to the Purchase Agreement; provided that “Receivable” shall
not include any Equipment Sale Receivables. For the avoidance of doubt, Receivables shall include
ENB Receivables.


 


I-19









 





“Receivable Interest” means, at any date of determination, an undivided percentage
ownership interest in (a) all then outstanding Pool Receivables arising prior to the time of the
most recent computation or recomputation of such undivided percentage interest pursuant to
Section 1.03, (b) all Related Security with respect to such Pool Receivables and (c) all
Collections with respect to, and other proceeds of, such Pool Receivables and Related Security.
Each undivided percentage interest shall be computed as



C + YR + LR + CAFR +DR

NRPB




where:





	 	 	 
	C	 = 	 the Capital of each such Receivable Interest
at the time of computation.
	 
	YR	 = 	 the Yield Reserve of each such Receivable
Interest at the time of computation.
	 
	LR	 = 	 the Loss Reserve of each such Receivable
Interest at the time of computation.
	 
	CAFR	 = 	 the Collection Agent Fee Reserve of each
such Receivable Interest at the time of
computation.
	 
	DR	 = 	 the Dilution Reserve of each such
Receivable Interest at the time of
computation.
	 
	NRPB 	 = 	 the Net Receivables Pool Balance at the
time of computation.





Each Receivable Interest shall be determined from time to time pursuant to the provisions of
Section 1.03.



“Receivables Pool” means at any time the aggregation of each then outstanding
Receivable, payment of which is directed to one of the Collection Accounts specified in Annex
F hereto.



“Related Bank” means (a) with respect to Atlantic, Credit Agricole and each Eligible
Assignee that shall become a party to the Agreement as a Related Bank for Atlantic pursuant to
Section 7.03 and (b) with respect to Liberty, Scotia Capital and each Eligible Assignee
that shall become a party to the Agreement as a Related Bank for Liberty pursuant to Section
7.03.


 


I-20









 





“Related Security” means with respect to any Receivable all of the Seller’s interest
in:




(a) any goods (including returned goods) relating to any sale giving rise to such Receivable;



(b) all security interests or liens and property subject thereto from time to time purporting
to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable
or otherwise, together with all financing statements authorized or signed by an Obligor describing
any collateral securing such Receivable;



(c) all guaranties, insurance and other agreements or arrangements of whatever character from
time to time supporting or securing payment of such Receivable whether pursuant to the Contract
related to such Receivable or otherwise; and



(d) the Contract and all other books, records and other information (including, without
limitation, computer programs, tapes, discs, punch cards, data processing software and related
property and rights) relating to such Receivable and the related Obligor.




“Repurchase Date” has the meaning set forth in Section 1.12.



“Reserve Dilution Ratio” means the percentage equivalent of a fraction, computed as of
the last day of each calendar month, obtained by dividing (a) the aggregate Dilutions as of the
last day of such month by (b) the aggregate amount of newly generated Receivables during the two
months prior to such month.




“Response Deadline” has the meaning set forth in Section 1.13.



“Responsible Officers” means the President, any Vice President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer, legal counsel, or any other executive or
financial officer of the Seller, the Collection Agent or an Originator.



“Scotia Capital” has the meaning as set forth in the preamble to this Agreement and
its successors and assigns.



“Scotia Capital Fee Agreement” means the separate fee agreement, dated on or about the
date hereof, pertaining to fees among the Seller and Scotia Capital as Liberty Purchaser Agent, as
the same may be amended or restated from time to time.




“Senior Secured Leverage Ratio” has the meaning specified in the Credit Agreement.



“Settlement Day” for any Receivable Interest means the last day of the related
Settlement Period, or, for Pooled Commercial Paper, means the thirtieth day from the last day of
immediately preceding Settlement Period, provided that, if such day is not a Business Day,
the next following day that is a Business Day.



“Settlement Period” for any Receivable Interest means each period commencing on the
first day and ending on the last day of each Fixed Period for such Receivable Interest and, on and
after the Termination Date for such Receivable Interest, such period (including, without
limitation, a period of one day) as shall be selected from time to
time by the related Purchaser
Agent or, in the absence of any such selection, each period of thirty days from the last day
of the immediately preceding Settlement Period.


 


I-21









 





“Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies,
Inc.



“Subsidiary” of a specified Person means any corporation of which securities having
ordinary voting power to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such specified Person.



“Tangible Net Worth” means at any time the excess of (a) the Outstanding Balance of
all Receivables plus cash and cash equivalents of the Seller, minus (b) the sum of (i) the
Outstanding Balance of such Receivables that have become Defaulted Receivables, plus (ii) Capital,
Yield Reserve, Loss Reserve, Collection Agent Fee Reserve and Dilution Reserve, plus (iii) the
Deferred Purchase Price.



“Termination Date” for any Receivable Interest in the Pool Receivables means (a) in
the case of a Receivable Interest in the Pool Receivables owned by an Investor, the earlier of (i)
the Business Day that the Seller or the related Purchaser Agent so designates by notice to the
other at least two Business Days in advance for such Receivable Interest in the Pool Receivables
and (ii) the Commitment Termination Date and (b) in the case of a Receivable Interest in the Pool
Receivables owned by a Bank, the earlier of (i) the Business Day that the Seller so designates by
notice to the related Purchaser Agent at least one Business Day in advance for such Receivable
Interest in the Pool Receivables and (iii) the Facility Termination Date.



“Transaction Document” means any of the Agreement, each Fee Agreement, the Performance
Undertaking Agreement, the Purchase Agreement and all other agreements and documents delivered
and/or related hereto or thereto.



“UCC” means the Uniform Commercial Code as from time to time in effect in the
applicable jurisdiction.




“United Rentals” means United Rentals, Inc. and its successors and permitted assigns.



“Weekly Report” means a report, in substantially the form of Annex G-1 hereto,
furnished by the Collection Agent to the Administrative Agent and each Purchaser Agent pursuant to
Article IV of the Agreement.


 


I-22









 






“Yield” means:



(a) for each Receivable Interest for any Fixed Period to the extent a Purchaser will be
funding such Receivable Interest during such Fixed Period through the issuance of commercial paper,



	 	 	 	 	 	 	 
	IR x C x

	 	ED
	 	+ LF
	 

	 	 	360	 	 	 






(b) for each Receivable Interest for any Fixed Period, to the extent the Investors will not be
funding such Receivable Interest during such Fixed Period through the issuance of commercial paper
or the Banks will be funding such Receivable Interest,



	 	 	 	 	 	 	 
	AR x C x

	 	ED
	 	+ LF
	 

	 	 	360	 	 	 






where:





	 	 	 
	AR	 = 	 the Assignee Rate for such Receivable Interest for such Fixed
Period
	 
	C	 = 	 the Capital of such Receivable Interest during such Fixed Period
	 
	ED	 = 	 the actual number of days elapsed during such Fixed Period
	 
	IR	 = 	 the Investor Rate for such Receivable Interest for such Fixed
Period
	 
	LF	 = 	 the Liquidation Fee, if any, for such Receivable Interest for
such Fixed Period;





provided that no provision of the Agreement shall require the payment or permit the
collection of Yield in excess of the maximum permitted by applicable law; and provided
further that Yield for any Receivable Interest shall not be considered paid by any
distribution to the extent that at any time all or a portion of such distribution is rescinded or
must otherwise be returned for any reason.



“Yield Reserve” for any Receivable Interest at any time means the sum of (a) the then
accrued and unpaid Yield for such Receivable Interest and (b) an amount equal to the product of (i)
a stress factor of 2.25, (ii) the Capital of such Receivable Interest on such date, (iii) the
Alternate Base Rate for such Receivable Interest for a 30-day Fixed Period deemed to commence on
such date and (iv) a fraction having Days Sales Outstanding as its numerator and 360 as its
denominator.



- - - - -  -




Other Terms. All accounting terms not specifically defined herein shall be construed
in accordance with generally accepted accounting principles. All terms used in Article 9 of the
UCC in the State of New York, and not specifically defined herein, are used herein as defined in
such Article 9.




 


I-23









 







EXHIBIT II




CONDITIONS OF PURCHASES




1. Conditions Precedent to Initial Purchase. The initial purchase of a Receivable
Interest in the Pool Receivables under this Second Amended and Restated Agreement is subject to the
conditions precedent that the Administrative Agent and each Purchaser Agent shall have received on
or before the date of such purchase the following, each (unless otherwise indicated) dated such
date, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent:



(a) A certificate of the Secretary or Assistant Secretary of the Seller and each Originator
certifying (i) copies of the resolutions of the Board of Directors of the Seller and such
Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing
other necessary corporate action and governmental approvals, if any, with respect to the
Transaction Documents, (iii) the by-laws of the Seller and each Originator and (iv) the names and
true signatures of the officers of the Seller and each Originator authorized to sign the
Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each
Purchaser Agent receives a subsequent incumbency certificate from the Seller or each Originator, as
the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the
last such certificate delivered to it by the Seller or such Originator.



(b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies
of the resolutions (if required) of the Board of Directors of the Parent approving the Performance
Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the
names and true signatures of the officers thereof authorized to sign the Performance Undertaking
Agreement.



(c) A copy of the certificate of formation or articles of incorporation of the Seller,
certified as of a recent date by the Secretary of State or other appropriate official of the state
of its organization, and a certificate as to the good standing of the Seller from such Secretary of
State or other official, dated as of a recent date.



(d) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly
filed on or before the date of such initial purchase under the UCC of all relevant jurisdictions
necessary to perfect the ownership and security interests contemplated by the Agreement and the
Purchase Agreement.



(e) Acknowledgment copies, or time stamped receipt copies of proper financing statements, if
any, necessary to release all security interests and other rights of any Person in the Collateral
previously granted by the Seller or the Originators.



(f) Evidence of payment by the Seller of all accrued and unpaid fees (including those
contemplated by the Fee Agreements), costs and expenses to the extent then due and payable on the
date thereof, including any such costs, fees and expenses arising under or referenced in
Section 7.04(b) of the Agreement and the Fee Agreements.


 


 









 





(g) Completed UCC search reports, dated on or within one month before the date of this
Agreement, listing the financing statements filed in all applicable jurisdictions referred to in
clause (d) above that name any Originator or the Seller as debtor, together with copies of such
other financing statements that were filed on any date after December 22, 2008, and similar search
reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty
Corporation in such jurisdictions, as the Administrative Agent or any Purchaser Agent may
reasonably request, showing no Adverse Claims on any Pool Receivable.




(h) Copies of the executed Controlled Account Agreement with the Controlled Account Bank.



(i) Letters from each of the Rating Agencies then rating the Commercial Paper of each
Purchaser confirming the rating of such Commercial Paper after giving effect to the transaction
contemplated by the Agreement and the Transaction Documents.



(j) A favorable opinion of counsel for the Seller and the Originators, in form and substance
reasonably satisfactory to the Administrative Agent and each Purchaser Agent.



(k) A favorable opinion of counsel for the Parent, in form and substance reasonably
satisfactory to the Administrative Agent and each Purchaser Agent.




(l) An executed copy of the Fee Agreements.




(m) An executed copy of each of the Transaction Documents.




(n) An executed copy of the Parent Undertaking Agreement.




(o) [Reserved].



(p) Each Pool Receivable included in the calculation of Eligible Receivables is an Eligible
Receivable.



2. Conditions Precedent to All Purchases and Reinvestments. Each purchase (including
the initial purchase) of each reinvestment in the Pool Receivables shall be subject to the further
conditions precedent that:



(a) in the case of each purchase, the Collection Agent shall have delivered to the
Administrative Agent and each Purchaser Agent on or prior to such purchase, in form and substance
reasonably satisfactory to the Administrative Agent and each Purchaser Agent, a completed Monthly
Report, Weekly Report and Daily Report, when applicable, containing information covering the most
recently ended calendar month and demonstrating that after giving effect to such purchase no Event
of Termination or Incipient Event of Termination under paragraph (i) of Exhibit V would
occur;


 


II-2









 





(b) on the date of such purchase or reinvestment pursuant to Section 1.04(b)(ii) of
the Agreement, the following statements shall be true (and acceptance of the proceeds of such
purchase or reinvestment shall be deemed a representation and warranty by the
Seller that such statements are then true), except that the statement in clause (iii) below is
required to be true only if such purchase or reinvestment is by an Investor:




(i) the representations and warranties contained in Exhibit III are correct on
and as of the date of such purchase or reinvestment as though made on and as of such date;




(ii) no event has occurred and is continuing, or would result from such purchase or
reinvestment, that constitutes an Event of Termination or an Incipient Event of Termination;
and




(iii) the Administrative Agent shall not have given the Seller at least one Business
Day’s notice that the Investors have terminated the reinvestment of Collections in
Receivable Interests; and



(c) in the case of each purchase, the Administrative Agent and each Purchaser Agent shall have
received a Purchase Request and such other approvals, opinions or documents as it may reasonably
request pursuant to the terms of the Agreement.




 


II-3









 







EXHIBIT III




REPRESENTATIONS AND WARRANTIES





The Seller represents and warrants as follows:



(a) The Seller is a limited liability company duly formed, validly existing and in good
standing under the laws of Delaware, and is duly qualified to do business, and is in good standing,
in every jurisdiction where the nature of its business requires it to be so qualified, except where
the failure to be so qualified or in good standing would not reasonably be expected to have a
Material Adverse Effect.



(b) The execution, delivery and performance by the Seller of each Transaction Document to
which it is a party (i) are within the Seller’s limited liability company powers, (ii) have been
duly authorized by all necessary corporate action, (iii) do not contravene (1) the Seller’s
certificate of formation and limited liability company agreement, (2) any law, rule or regulation
applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its
property, the violation of which could reasonably be expected to have a Material Adverse Effect on
the collectibility of any Pool Receivable or a Material Adverse Effect on Seller or (4) any order,
writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and
(iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of
its properties (except for the interest created pursuant to the Agreement). Each of the
Transaction Documents to which it is a party has been duly executed and delivered by a duly
authorized officer of the Seller.



(c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and
performance by the Seller of the Transaction Documents to which it is a party, except for the
filing of UCC financing statements that are referred to therein other than those which have been
obtained; provided that the right of any assignee of a Receivable the obligor of which is a
Government Obligor to enforce such Receivable directly against such obligor may be restricted by
the Federal Assignment of Claims Act or any similar applicable Law to the extent the Originator
thereof or the Seller shall not have complied with the applicable provisions of any such Law in
connection with the assignment or subsequent reassignment of any such Receivable.



(d) Each of the Transaction Documents to which it is a party constitutes the legal, valid and
binding obligation of the Seller enforceable against the Seller in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors’ rights generally and general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


 


 









 





(e) The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of
its most recent fiscal year, and the related consolidated statements of income and retained
earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been
furnished to the Administrative Agent and each Purchaser Agent, fairly present in all material
respects the consolidated financial condition of United Rentals and its Subsidiaries as at such
date and the consolidated results of the operations of United Rentals and its Subsidiaries for
the period ended on such date, all in accordance with generally accepted accounting principles
consistently applied, and since the end of its most recent fiscal year there has been no material
adverse change in the business, operations, property or financial condition of United Rentals or
its Subsidiaries, except as may have previously been disclosed to the Administrative Agent and each
Purchaser Agent. Notwithstanding the foregoing, in the event the due date for delivery of such
financials is waived or extended with respect to the Revolving Loans pursuant to the Credit
Agreement and at such time both Credit Agricole and Scotia Capital are Revolving Credit Lenders
thereunder, such waiver or extension will be deemed to have been made with respect to the delivery
of such financials under this Agreement. Since the formation of the Seller, there has been no
material adverse change in the business, operations, property or financial or other condition of
the Seller.



(f) There is no pending or, to the Seller’s knowledge, threatened action or proceeding
affecting United Rentals or any of its Subsidiaries before any court, governmental agency or
arbitrator that may materially adversely affect the financial condition or operations of United
Rentals or any of its Subsidiaries or the ability of the Seller or United Rentals to perform their
respective obligations under the Transaction Documents, or which purports to affect the legality,
validity or enforceability of the Transaction Documents. To the Seller’s knowledge, neither United
Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or
governmental body except for defaults with respect to orders of governmental agencies that defaults
are not material to the business or operations of United Rentals and its Subsidiaries, taken as a
whole.



(g) No proceeds of any purchase or reinvestment will be used to acquire any equity security of
a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934.



(h) The Seller is the legal and beneficial owner of the Pool Receivables and Related Security
free and clear of any Adverse Claim (other than any Adverse Claim arising hereunder, under the
Purchase and Contribution Agreement or any other Transaction Document). Upon each purchase of or
reinvestment in a Receivable Interest, the Investors or the Banks, as the case may be, shall
acquire a valid and perfected undivided percentage ownership interest or first priority security
interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing
or thereafter arising and in the Related Security and Collections with respect thereto;
provided that the right of any assignee of a Receivable the obligor of which is a
Government Obligor to enforce such Receivable directly against such obligor may be restricted by
the Federal Assignment of Claims Act or any similar applicable Law to the extent the Originator
thereof or the Seller shall not have complied with the applicable provisions of any such Law in
connection with the assignment or subsequent reassignment of any such Receivable. No effective
financing statement or other instrument similar in effect covering any Contract or any Pool
Receivable or the Related Security or Collections with respect thereto is on file in any recording
office, except those filed in favor of the Administrative Agent relating to the Agreement and those
filed pursuant to the Purchase Agreement.


 


III-2









 





(i) Each Monthly Report, Weekly Report and Daily Report (if prepared by the Seller, or to the
extent that information contained therein is supplied by the Seller), information, exhibit,
financial statement, document, book, record or report furnished at any time
by or on behalf of the Seller to the Administrative Agent, the Purchaser Agents, the Investors
or the Banks in connection with the Agreement is true, complete and accurate in all material
respects as of its date or (except as otherwise disclosed to the Administrative Agent, the
Purchaser Agents, the Investors or the Banks, as the case may be, at such time) as of the date so
furnished.



(j) The principal place of business and chief executive office of the Seller and the office
where the Seller keeps its records concerning the Pool Receivables are located at the address or
addresses referred to in paragraph (b) of Exhibit IV.



(k) The names and addresses of all the Controlled Account Bank, together with the account
numbers of the Controlled Account of the Seller at such Controlled Account Bank, are specified in
Annex F hereto (or at such other Controlled Account Bank and/or with such other Controlled
Account as have been notified to the Administrative Agent in accordance with the Agreement).




(l) The Seller is not known by and does not use any tradename or doing-business-as name.



(m) The Seller was formed on December 15, 2000 and the Seller did not engage in any business
activities prior to the date of the Agreement other than those relating to the transactions
evidenced by the Former Deal Documents and the documents amended and restated thereby. The Seller
has no Subsidiaries.



(n) (i) The fair value of the property of the Seller is greater than the total amount of
liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value
of the assets of the Seller is not less than the amount that will be required to pay all probable
liabilities of the Seller on its Debts as they become absolute and matured, (iii) the Seller does
not intend to, and does not believe that it will, incur Debt or liabilities beyond the Seller’s
abilities to pay such Debt and liabilities as they mature and (iv) the Seller is not engaged in a
business or a transaction, and is not about to engage in a business or a transaction, for which the
Seller’s property would constitute unreasonably small capital.



(o) With respect to each Pool Receivable, the Seller (i) shall have received such Pool
Receivable as a contribution to the capital of the Seller by the Originators or (ii) shall have
purchased such Pool Receivable from the Originators in exchange for payment (made by the Seller to
the Originators in accordance with the provisions of the Purchase Agreement) of cash in an amount
that constitutes fair consideration and reasonably equivalent value. Each such sale referred to in
clause (ii) of the preceding sentence shall not have been made for or on account of an antecedent
Debt owed by the Originators to the Seller and no such sale is voidable or subject to avoidance
under any section of the Federal Bankruptcy Code.



(p) Each ENB Receivable has been originated pursuant to the terms of a Contract substantially
similar to the form of Contract attached hereto as Annex H as amended from time to time by
the Seller with notice to the Purchaser Agents; provided that if any amendment to the form
of Contract attached as Annex H hereto adversely affects the
enforceability of ENB Receivables or the interests of the Seller or the Purchasers therein,
such amendment shall require the written consent of the Purchaser Agents.




 


III-3









 







EXHIBIT IV




COVENANTS OF THE SELLER




Until the latest of the Facility Termination Date, the date on which no Capital of or Yield on
any Receivable Interest shall be outstanding or the date all other amounts owed by the Seller
hereunder to the Investors, the Banks, the Administrative Agent or the Purchaser Agents are paid in
full:



(a) Compliance with Laws, Etc. The Seller will comply in all material respects with
all applicable laws, rules, regulations and orders and preserve and maintain its existence, rights,
franchises, qualifications, and privileges except to the extent that the failure so to comply with
such laws, rules and regulations or the failure so to preserve and maintain such existence, rights,
franchises, qualifications and privileges would not materially adversely affect the collectibility
of the Receivables Pool or the ability of the Seller to perform its obligations under the
Transaction Documents.



(b) Offices, Records and Books of Account. The Seller will keep its principal place
of business and chief executive office and the office where it keeps its records concerning the
Pool Receivables (and all original documents relating thereto) at the address of the Seller set
forth in Section 7.02 of the Agreement or, upon 30 days’ prior written notice to the
Administrative Agent, at any other locations in jurisdictions where all actions reasonably
requested by the Administrative Agent to protect and perfect the interest in the Collateral have
been taken and completed. The Seller also will maintain and implement administrative and operating
procedures (including, without limitation, an ability to recreate records evidencing Pool
Receivables and related Contracts in the event of the destruction of the originals thereof), and
keep and maintain all documents, books, records and other information reasonably necessary or
advisable for the collection of all Pool Receivables (including, without limitation, records
adequate to permit the daily identification of each Pool Receivable and all Collections of and
adjustments to each existing Pool Receivable).



(c) Performance and Compliance with Contracts and Credit and Collection Policy. The
Seller will require, at its expense, that each Originator will timely and fully perform and comply
with all material provisions, covenants and other promises required to be observed by it under the
Contracts related to the Pool Receivables, and timely and fully comply in all material respects
with the Credit and Collection Policy in regard to each Pool Receivable and the related Contract.



(d) Sales, Liens, Etc. The Seller will not sell, assign (by operation of law or
otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with
respect to, the Seller’s undivided interest in any Pool Receivable, Related Security, Controlled
Account or Collections, or upon or with respect to any account to which any Collections of any Pool
Receivables are sent, or assign any right to receive income in respect thereof. The Seller will
not grant or suffer to exist any lien, security interest or other charge or encumbrance or control
over the Collection Accounts.


 


 









 





(e) Extension or Amendment of Receivables. Except as provided in Section
4.02(c), the Seller will not, and will not permit the Collection Agent to, (i) extend the
maturity or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in
a manner inconsistent with the Credit and Collection Policy, that would result in the Dilution of
such Pool Receivable or that would otherwise prevent such Pool Receivable from being an Eligible
Receivable unless, in each case, the Seller shall have been deemed to have received a Collection in
respect of such Pool Receivable, or (ii) amend, modify or waive in any material respect any term or
condition relating to payments under or enforcement of any Contract related thereto.



(f) Change in Business or Credit and Collection Policy. The Seller will not make or
permit any change in the character of its business or in the Credit and Collection Policy that
would, in either case, materially adversely affect the collectibility of the Receivables Pool or
the ability of the Seller to perform its obligations under the Agreement, except as may otherwise
be agreed in writing by the Administrative Agent and each Purchaser Agent.



(g) Change in Payment Instructions to Obligors. The Seller will not make or permit
any change in the instructions to Obligors regarding payments to be made to the Seller or the
Collection Agent or payments to be made to the Controlled Account Bank, unless the Administrative
Agent shall have received notice of and agreed to such change, other than a change related solely
to instructions to Obligors to pay to a new Controlled Account Bank and subject to a Controlled
Account Agreement.



(h) Addition or Termination of Controlled Account Bank or Controlled Account
Agreement. The Seller will not add or terminate or cause or permit the addition or termination
of any bank as a Controlled Account Bank from those listed in Annex F to the Agreement or
terminate any Controlled Account Agreement, unless the Administrative Agent shall have received
notice of such addition or termination of a Controlled Account Bank, notice of the termination of
the Controlled Account Agreement with any terminated Controlled Account Bank and executed copies of
a Controlled Account Agreement with each newly added Controlled Account Bank. The Seller will not
permit any provision of any Controlled Account Agreement to be changed, amended, modified or waived
without the prior written consent of the Administrative Agent.



(i) Deposits to Controlled Account. The Seller will deposit, or cause to be
deposited, all Collections of Pool Receivables into the Collection Accounts, and will cause all
such Collections deposited to the Collection Accounts to be transferred to the Controlled Account
within one Business Day of its receipt except to the extent otherwise permitted by the provisions
of Section 1.04(a) hereof. The Seller will not deposit or otherwise credit, or cause or
issue any instructions to be so deposited or credited, to the Collection Accounts or any Controlled
Account cash or cash proceeds other than Collections of Pool Receivables, and with respect to the
Collection Accounts, the proceeds of Equipment Sale Receivables and to the limited extent permitted
herein, Identifiable Combined Assets.


 


IV-2









 





(j) Marking of Records. At its expense, the Seller will mark its master data
processing records evidencing Pool Receivables and related Contracts with a legend evidencing
that Receivable Interests related to such Pool Receivables and related Contracts have been
sold in accordance with the Agreement.



(k) Reporting Requirements. The Seller will provide to the Administrative Agent (in
multiple copies, if requested by the Administrative Agent) the following:




(i) as soon as available and in any event within 45 days after the end of the first
three quarters of each fiscal year of United Rentals, balance sheets of United Rentals, its
Subsidiaries and the Seller as of the end of such quarter and statements of income and
retained earnings of United Rentals, its Subsidiaries and the Seller for the period
commencing at the end of the previous fiscal year and ending with the end of such quarter,
certified by the chief financial officer of United Rentals; notwithstanding the foregoing,
in the event the due date for delivery of such financials is waived or extended with respect
to the Revolving Loans pursuant to the Credit Agreement and at such time both Credit
Agricole and Scotia Capital are Revolving Lenders thereunder, such waiver or extension will
be deemed to have been made with respect to the delivery of such financials under this
Agreement;




(ii) as soon as available and in any event within 90 days after the end of each fiscal
year of United Rentals, a copy of the annual report for such year for United Rentals and its
Subsidiaries, containing financial statements for such year audited by Ernst & Young or
other independent public accountants of recognized national standing; notwithstanding the
foregoing, in the event the due date for delivery of such financials is waived or extended
with respect to the Revolving Loans pursuant to the Credit Agreement and at such time both
Credit Agricole and Scotia Capital are Revolving Lenders thereunder, such waiver or
extension will be deemed to have been made with respect to the delivery of such financials
under this Agreement;




(iii) as soon as possible and in any event within five (5) days after the occurrence of
each Event of Termination or Incipient Event of Termination, a statement of the chief
financial officer of the Seller setting forth details of such Event of Termination or
Incipient Event of Termination and the action that the Seller has taken and proposes to take
with respect thereto;




(iv) promptly after the sending or filing thereof, copies of all reports that United
Rentals sends to any of its securityholders, and copies of all reports and registration
statements that United Rentals or any Subsidiary files with the Securities and Exchange
Commission or any national securities exchange;




(v) promptly after the filing or receiving thereof, copies of all reports and notices
that the Seller or any Affiliate files under ERISA with the Internal Revenue Service or the
Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that the Seller or
any Affiliate receives from any of the foregoing or from any multiemployer plan (within the
meaning of Section 4001(a)(3) of ERISA) to which the Seller or any Affiliate is or was,
within the preceding five years, a contributing employer, in each case in respect of the
assessment of withdrawal liability or an event or condition
that could, in the aggregate, result in the imposition of liability on the Seller
and/or any such Affiliate in excess of $1,000,000;


 


IV-3









 






(vi) at least ten (10) Business Days prior to any change in the name of an Originator
or the Seller, a notice setting forth the new name and the effective date thereof and UCC-3
amendments to all then existing UCC-1 financing statements filed in connection with the
Transaction Documents;




(vii) promptly after the Seller obtains knowledge thereof, notice of any “Event of
Termination” or “Facility Termination Date” under the Purchase Agreement;




(viii) so long as any Capital shall be outstanding, as soon as possible and in any
event no later than the day of occurrence thereof, notice that the Originators have,
pursuant to the Purchase Agreement, stopped selling or contributing to the Seller all newly
arising Receivables;




(ix) at the time of the delivery of the financial statements provided for in clauses
(i) and (ii) of this paragraph, a certificate of the chief financial officer or the
treasurer of the Seller to the effect that, to the best of such officer’s knowledge, no
Event of Termination has occurred and is continuing or, if any Event of Termination has
occurred and is continuing, specifying the nature and extent thereof;




(x) promptly after receipt thereof, copies of all consents requested from the Seller
by, and all notices or other documents received by the Seller from, any Originator under the
Purchase Agreement;




(xi) promptly, such other information, documents, records or reports respecting the
Receivables or the condition or operations, financial or otherwise, of the Seller as the
Administrative Agent may from time to time reasonably request;




(xii) promptly after the Seller obtains knowledge thereof, notice of any (a)
litigation, investigation or proceeding that may exist at any time between the Seller or the
Originators and any governmental authority that, in either case, if not cured or if
adversely determined, as the case may be, would reasonably be expected to have a Material
Adverse Effect on the business, operations, property or financial or other condition of the
Seller or the Originators; (b) litigation or proceeding materially and adversely affecting
the Seller’s or an Originator’s ability to perform its obligations under a Transaction
Document or (c) litigation or proceeding adversely affecting the Seller or the Originators
and not covered by insurance or in which injunctive or similar relief is sought which, if
adversely determined, would reasonably be expected to have a Material Adverse Effect; and




(xiii) promptly after the occurrence thereof, notice of a material adverse change in
the business, operations, property or financial condition of the Seller or the Collection
Agent and the Parent, taken as a whole.


 


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The reporting requirements set forth above are satisfied by filing any of the documentation
specified in (i), (ii) and (iv) with the Securities and Exchange Commission through the EDGAR
electronic filing system.



(l) Corporate Separateness. (i) The Seller shall at all times maintain at least two
independent directors each of whom (x) is not currently and has not been during the five years
preceding the date of the Agreement an officer, director or employee of, or a major vendor or
supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current
or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation
or any of their respective Affiliates.




(i) The Seller shall not direct or participate in the management of any of the Other
Corporations’ operations.




(ii) The Seller shall conduct its business from an office separate from that of the
Other Corporations (but which may be located in the same facility as one or more of the
Other Corporations). The Seller shall have stationery and other business forms and a
mailing address and a telephone number separate from that of the Other Corporations.




(iii) The Seller shall at all times be adequately capitalized in light of its
contemplated business.




(iv) The Seller shall at all times provide for its own operating expenses and
liabilities from its own funds.




(v) The Seller shall maintain its assets and transactions separately from those of the
Other Corporations and reflect such assets and transactions in financial statements separate
and distinct from those of the Other Corporations and evidence such assets and transactions
by appropriate entries in books and records separate and distinct from those of the Other
Corporations. The Seller shall hold itself out to the public under the Seller’s own name as
a legal entity separate and distinct from the Other Corporations. The Seller shall not hold
itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any
obligations of the Other Corporations.




(vi) The Seller shall not maintain any joint account with any Other Corporation or
become liable as a guarantor or otherwise with respect to any Debt or contractual obligation
of any Other Corporation.




(vii) The Seller shall not make any payment or distribution of assets with respect to
any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to
secure any obligation of any Other Corporation.




(viii) The Seller shall not make loans, advances or otherwise extend credit to any of
the Other Corporations.




(ix) The Seller shall hold regular duly noticed meetings of its Managers and make and
retain minutes of such meetings.


 


IV-5









 






(x) The Seller shall have bills of sale (or similar instruments of assignment) and, if
appropriate, UCC-1 financing statements, with respect to all assets purchased from any of
the Other Corporations.




(xi) The Seller shall not engage in any transaction with any of the Other Corporations,
except as permitted by the Agreement and as contemplated by the Purchase Agreement.




(xii) The Seller shall comply with (and cause to be true and correct) each of the facts
and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit
II to the Agreement.



(m) Transaction Documents. The Seller will not amend, waive or modify any provision
of any of the Transaction Documents or waive the occurrence of any “Event of Termination”
under the Purchaser Agreement, without the prior written consent of the Administrative Agent and
each Purchaser Agent. The Seller will perform all of its obligations under the Transaction
Documents in all material respects and will enforce the Transaction Documents in accordance with
its terms in all material respects.



(n) Nature of Business. The Seller will not engage in any business other than the
purchase of Receivables, Related Security and Collections from the Originators and the transactions
contemplated by the Agreement. The Seller will not create or form any Subsidiary.



(o) Mergers, Etc. The Seller will not merge with or into or consolidate with or into,
or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of
transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to,
or acquire all or substantially all of the assets or capital stock or other ownership interest of,
or enter into any joint venture or partnership agreement with, any Person.



(p) Distributions, Etc. So long as a Purchaser’s Commercial Paper with respect to
this transaction are outstanding, the Seller will not declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on account of any
shares of any class of capital stock of the Seller, or return any capital to its shareholders as
such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in
respect of any shares of any class of capital stock of the Seller or any warrants, rights or
options to acquire any such shares, now or hereafter outstanding; provided,
however, that the Seller may declare and pay cash dividends on its capital stock to its
shareholders so long as (i) no Event of Termination shall then exist or would occur as a result
thereof, (ii) such dividends are in compliance with all applicable law including the corporate law
of the state of the Seller’s incorporation, and (iii) such dividends have been approved by all
necessary and appropriate corporate action of the Seller.



(q) Debt. The Seller will not incur any Debt, other than any Debt incurred pursuant
to the Agreement, the Purchase Agreement or the Fee Agreements.



(r) Limited Liability Agreement. The Seller will not amend or delete Sections 7 to
10, 16, 20 to 25 or 30 of its limited liability agreement.



(s) Tangible Net Worth. The Seller will maintain Tangible Net Worth at all times
equal to at least 3% of the Outstanding Balance of the Receivables at such time.




 


IV-6









 







EXHIBIT V




EVENTS OF TERMINATION




Each of the following, unless waived in writing by the Purchaser Agents (other than as set
forth in paragraph (g) which cannot be waived), shall be an “Event of Termination”:




(a) A Collection Agent Default shall have occurred; or



(b) The Seller shall fail (i) to transfer or cause to be transferred to the Administrative
Agent when requested any rights, pursuant to the Agreement, of the Collection Agent or (ii) to make
any payment required under Section 1.04, and any such failure to transfer or pay shall
remain unremedied for two (2) Business Days; or



(c) Any representation or warranty made or deemed made by the Seller (or any of its officers)
pursuant to the Agreement or any other Transaction Document or any information or report delivered
by the Seller pursuant to the Agreement or any other Transaction Document shall prove to have been
incorrect or untrue in any material respect when made or deemed made or delivered, and such
incorrectness or untruth is incapable of remedy or, if capable of remedy, is not corrected or cured
within fifteen (15) days of the earlier of Seller becoming aware of such incorrectness or untruth
or written notice thereof being given to the Seller by the Administrative Agent or any Purchaser
Agent; or



(d) The Seller shall fail to perform or observe any other term, covenant or agreement
contained in the Agreement or in any other Transaction Document on its part to be performed or
observed and any such failure shall remain unremedied for ten (10) days after written notice
thereof shall have been given to the Seller by the Administrative Agent or any Purchaser Agent (or,
with respect to a failure to deliver the Monthly Report, the Weekly Report or the Periodic Report
pursuant to the Agreement, such failure shall remain unremedied for five (5) days or two (2)
Business Days, respectively, without a requirement for notice); or



(e) The Seller shall fail to pay any principal of or premium or interest on any of its Debt
that is outstanding in a principal amount of at least $25,000,000 in the aggregate when the same
becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), and such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other
than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to
repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to
the stated maturity thereof; or


 


 









 





(f) Any purchase or any reinvestment pursuant to the Agreement shall for any reason (other
than pursuant to the terms hereof) cease to create, or any Receivable Interest shall for any reason
cease to be, a valid and perfected undivided percentage ownership or first priority security
interest to the extent of the pertinent Receivable Interest in each applicable Pool
Receivable and the Related Security and Collections with respect thereto free and clear of any
Adverse Claim; or the security interest created pursuant to Section 1.09 shall for any
reason cease to be a valid first priority perfected security interest in the collateral security
referred to in that section free and clear of any Adverse Claim, and such default is incapable of
remedy or, if capable of remedy, (x) the value of such percentage ownership or security interest
shall not exceed $25,000 and (y) such default is not corrected or cured within seven (7) days of
Seller becoming aware of such default or written notice thereof being given to the Seller by the
Administrative Agent or any Purchaser Agent; or



(g) The Seller shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors or file a notice of intention to make a proposal to some or all of its
creditors; or any proceeding shall be instituted by or against the Seller seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or
other similar official for it or for any substantial part of its property and, in the case of any
such proceeding instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such
proceeding (including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Seller shall take any corporate action to
authorize any of the actions set forth above in this paragraph (g); or




(h) As of the last day of any calendar month, either:




(i) the Default Ratio shall exceed (x) if such month is January, February, March, April
or May, 10.25% or (y) if such month is any other month, 9.50%; or




(ii) the three-month rolling average of the Default Ratio shall exceed (x) if such
month is January, February, March, April or May, 10.00% or (y) if such month is any other
month, 9.25%; or




(iii) the Delinquency Ratio shall exceed 10.50% or the three-month rolling average of
the Delinquency Ratio shall exceed 10.25%; or




(iv) the Dilution Ratio shall exceed 3.25% or the Pool Balance Dilution Ratio shall
exceed 3.00%; or




(v) at any time, the Days Sales Outstanding shall exceed (x) during December, January
or February, 68.5 days, or (y) during any other month, 66.5 days; or



(i) The sum of the Receivable Interests shall be greater than 100% for a period of two (2)
Business Days; or


 


V-2









 





(j) There shall have occurred any material adverse change in the business, operations,
property or financial condition of the Seller or the Parent and its Subsidiaries, taken
as a whole, since the last publicly filed financial statements; or there shall have occurred
any event that could reasonably be expected to materially adversely affect (as determined by the
Banks in their sole and absolute discretion) the collectibility of the Receivables Pool or the
ability of the Seller or the Collection Agent to collect Pool Receivables or otherwise perform its
obligations under the Agreement; or



(k) An “Event of Termination” or “Facility Termination Date” shall occur under
the Purchase Agreement or any other Transaction Document shall cease to be in full force and
effect; or



(l) All of the outstanding membership interests of the Seller shall cease to be owned,
directly or indirectly, by United Rentals; or



(m) The Outstanding Balance of all Receivables (based on the most recent Weekly Report) shall
for any two consecutive Business Days be less than 108% of the aggregate outstanding Capital (based
on the most recent Weekly Report), Yield Reserve, Loss Reserve, Collection Agent Fee Reserve and
Dilution Reserve (each as shown in the most recent Monthly Report) and the Seller shall not have
cured such event within two Business Days after the date of delivery of the Weekly Report to the
Administrative Agent and the Purchaser Agents or the date such Weekly Report should have been
delivered.




 


V-3









 







EXHIBIT VI




COLLECTION AGENT DEFAULTS




Each of the following, unless waived in writing by the Purchaser Agents (other than as set
forth in paragraph (e) which cannot be waived), shall be a “Collection Agent Default”:



(a) The Collection Agent (if United Rentals or any of its Affiliates is the Collection Agent)
(i) shall fail to perform or observe in any material respect any term, covenant or agreement under
the Agreement (other than as referred to in clause (ii) of this paragraph (a)) and such failure
shall remain unremedied for two (2) Business Days or (ii) shall fail to make when due any payment
or deposit to be made by it under the Transaction Documents and such failure to transfer or pay
shall remain unremedied for two (2) Business Days; or



(b) The Collection Agent shall fail to transfer to the Administrative Agent when requested any
rights, pursuant to the Agreement, which it then has as Collection Agent and any such failure to
transfer or pay shall remain unremedied for two (2) Business Days; or



(c) Any representation or warranty made or deemed made by the Collection Agent (or any of its
officers) pursuant to the Agreement or any other Transaction Document or any information or report
delivered by the Collection Agent pursuant to the Agreement or any other Transaction Document shall
prove to have been incorrect or untrue in any material respect when made or deemed made or
delivered, and such incorrectness or untruth is incapable of remedy or, if capable of remedy, is
not corrected or cured within fifteen (15) days of the earlier of the Collection Agent becoming
aware of such incorrectness or untruth or written notice thereof being given to the Collection
Agent by the Administrative Agent or any Purchaser Agent; or



(d) The Collection Agent shall fail to pay any principal of or premium or interest on any of
its Debt that is outstanding in a principal amount of at least $25,000,000 in the aggregate when
the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such Debt and shall
continue after the applicable grace period, if any, specified in such agreement or instrument, if
the effect of such event or condition is to accelerate, or to permit the acceleration of, the
maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased,
or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each
case prior to the stated maturity thereof; or


 


 









 





(e) The Collection Agent shall generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors or file a notice of intention to make a proposal to some or all of its
creditors; or any proceeding shall be instituted by or against the Collection Agent seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding instituted against it (but
not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of
60 days, or any of the actions sought in such proceeding (including, without limitation, the entry
of an order for relief against, or the appointment of a receiver, trustee, custodian or other
similar official for, it or for any substantial part of its property) shall occur; or the
Collection Agent shall take any corporate action to authorize any of the actions set forth above in
this paragraph (e); or



(f) There shall have occurred any material adverse change in the business, operations,
property or financial condition of the Collection Agent and its Subsidiaries, taken as a whole,
since the last publicly filed financial statements; or there shall have occurred any event that may
materially adversely affect the collectibility of the Receivables Pool or the ability of the
Collection Agent to collect Pool Receivables or otherwise perform its obligations under the
Agreement; or



(h) A breach by the Collection Agent under the Credit Agreement of Fixed Charge Coverage Ratio
or Senior Secured Leverage Ratio; or




(i) A Change of Control of the Collection Agent or of an Originator shall occur.




 


VI-2