Exhibit 10(nnn)
AMENDMENT AND WAIVER, dated as of
March 31, 2006 (this “ Amendment ”), among
UNITED RENTALS, INC. (“ Holdings ”), UNITED
RENTALS (NORTH AMERICA), INC. (the “ U.S. Borrower
”), UNITED RENTALS OF CANADA, INC. (“ UR Canada
”), UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC (“
UR Nova Scotia (No. 1) ” and, together with the
U.S. Borrower and UR Canada, the “ Borrowers ”),
the lenders party hereto, JPMORGAN CHASE BANK, N.A., as U.S.
administrative agent (in such capacity, the “ U.S.
Administrative Agent ”), and JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH, as Canadian administrative agent (in such capacity,
the “ Canadian Administrative Agent ” and,
together with the U.S. Administrative Agent, the “
Administrative Agents ”).
A. Reference is made to the
Amended and Restated Credit Agreement dated as of February 13,
2004 (as previously amended, and as further amended, supplemented
or otherwise modified from time to time, the “ Credit
Agreement ”), among Holdings, the Borrowers, the lenders
party thereto, and the Administrative Agents. Capitalized terms
used but not otherwise defined herein have the meanings assigned to
them in the Credit Agreement.
B. Holdings and the Borrowers
have requested that the Required Lenders amend and waive certain
provisions of the Credit Agreement. The Required Lenders are
willing to agree to such amendment and waiver on the terms and
subject to the conditions of this Amendment.
Accordingly, in consideration of the
mutual agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Amendments to
Section 1.01 of the Credit Agreement. Section 1.01 is
amended by deleting the defined term “SEC Inquiry” and
substituting in lieu thereof the following defined terms in proper
alphabetical order:
“ Fourth Amendment
” means the Amendment and Waiver dated as of March 31,
2006, to this Agreement.
“ Fourth Amendment
Effective Date ” means the date the Fourth Amendment
shall become effective in accordance with its terms.
“ SEC Inquiry ”
means the inquiry by the Securities and Exchange Commission and
other matters described (a) under the caption “SEC
Non-public Fact Finding Inquiry” in the report of Holdings on
Form 10-Q for the Fiscal Quarter ended September 30, 2004
and (b) in the reports of Holdings on Form 8-K filed with
the Securities and Exchange Commission on March 14, 2005,
August 9, 2005, November 1, 2005, January 26, 2006
and March 7, 2006.
SECTION 2. Amendments to
Section 5.01 of the Credit Agreement. Section 5.01 is
amended as follows:
(a) Clause (a) is hereby
amended by deleting the proviso at the end thereof and substituting
in lieu thereof the following:
; provided , that,
(i) the financial statements, audit report and certificate
from the chief financial officer required to be delivered pursuant
to the foregoing provisions of this clause (a) for each of
Fiscal Year 2004 and Fiscal Year 2005 shall be delivered as
soon as available but no later than April 28, 2006 and
(ii) within 100 days after the end of Fiscal Year 2005,
unaudited consolidated financial statements for Fiscal
Year 2005 of Holdings (of the same scope as required by
clause (b) below for quarterly financial statements) shall be
delivered, together with a certificate from the chief financial
officer of Holdings to the effect that, subject to any changes that
may result from the SEC Inquiry, such consolidated financial
statements present fairly in all material respects the financial
condition and results of operations of Holdings and its
consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes.
(b) Clause (b) is hereby
amended by deleting the proviso at the end thereof and substituting
in lieu thereof the following:
; provided , that,
(i) with respect to each of the Fiscal Quarters ended
March 31, 2005, June 30, 2005 and September 30,
2005, the certificate from a Financial Officer required to be
delivered pursuant to the foregoing provisions of this
clause (b) may be qualified to the effect that it is subject
to any changes that may result from the SEC Inquiry and
(ii) as soon as available but no later than April 28,
2006, such financial statements shall be delivered, tog
