UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2012

 

 

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware   001-14387   06-1522496
Delaware   001-13663   06-1493538

(State or other Jurisdiction of

Incorporation)

  (Commission
File Number)
 

(IRS Employer

Identification No.)

 

Five Greenwich Office Park  
Greenwich, Connecticut   06831
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 622-3131

(Former name or former address if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On April 30, 2012 (the “Merger Closing Date”), United Rentals (North America), Inc., a Delaware corporation (“URNA”), entered into the Agreement and Plan of Merger, dated as of April 30, 2012 (the “URNA Merger Agreement”), by and between URNA and UR Merger Sub Corporation, a newly formed Delaware corporation and wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (the “Company” or “United Rentals”). Pursuant to the URNA Merger Agreement, URNA was merged with and into UR Merger Sub Corporation, with UR Merger Sub Corporation continuing as the surviving corporation of the merger (the “URNA Merger”), effective on the Merger Closing Date.

URNA and UR Merger Sub Corporation are both wholly owned subsidiaries of United Rentals and, accordingly, the URNA Merger Agreement included customary and limited terms as between two wholly owned subsidiaries of a parent corporation. Pursuant to the terms of the URNA Merger Agreement, the issued and outstanding stock of URNA was retired and canceled without payment of consideration.

The foregoing description of the URNA Merger Agreement is qualified in its entirety by reference to the full text of the URNA Merger Agreement, which is Exhibit 1.1 to this Form 8-K and incorporated herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Merger Closing Date, pursuant to the Agreement and Plan of Merger, dated as of December 15, 2011 (the “Merger Agreement”), entered into between the Company and RSC Holdings Inc., a Delaware corporation (“RSC”), RSC was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger.

As a result of the Merger, each share of common stock, of no par value, of RSC (“RSC common stock”) issued and outstanding immediately prior to the effective time of the Merger (other than shares of RSC common stock owned by (i) RSC, the Company or any direct or indirect wholly owned subsidiary of RSC or the Company and (ii) stockholders who have perfected and not withdrawn a demand for appraisal rights under the Delaware General Corporation Law, or “DGCL,” which we refer to collectively as the “excluded shares”) were automatically converted into the right to receive $10.80 in cash and 0.2783 of a share of common stock, par value $0.01, of the Company (“Company common stock”), without interest and less any required withholding taxes (the “Merger Consideration”). At the effective time of the Merger, which occurred on April 30, 2012, each outstanding option to purchase shares of RSC common stock was converted into an option to purchase the number of shares of the Company’s common stock determined by multiplying the number of shares of RSC common stock subject to such option immediately prior to the effective time by 0.5161 (rounded down to the nearest whole share), at an exercise price per share of Company common stock equal to the exercise price of such option divided by 0.5161 (rounded up to the nearest whole cent). Each restricted stock unit award (other than awards held by RSC’s non-employee directors) was converted into the right to acquire the number of shares of Company common stock determined by multiplying the number of shares of RSC common stock subject to such award immediately prior to the effective time by 0.5161 (rounded down to the nearest whole share). Each restricted stock unit award granted to one of RSC’s non-employee directors was cancelled and converted into the right to receive from the Company, with respect to each share of RSC common stock covered by such award, $10.80 in cash, without interest, and 0.2783 shares of Company common stock.

Also on the Merger Closing Date, pursuant to the Merger Agreement and following the Merger, the Company caused all of RSC’s domestic subsidiaries and certain of the Company’s domestic subsidiaries, including United Rentals Northwest, Inc. and URNA, to merge with and into UR Merger Sub Corporation in accordance with the DGCL, with UR Merger Sub Corporation continuing as the surviving corporation of these mergers. At the conclusion of these mergers, UR Merger Sub Corporation’s name was changed to United Rentals (North America), Inc. (referred to herein as “New URNA”). Following the Merger, New URNA will be the Company’s principal operating subsidiary.

 

-2-


The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is Exhibit 2.1 to this Form 8-K and incorporated herein by reference, and a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on December 21, 2011.

 

Item 1.02 Termination of a Material Definitive Agreement.

On the Merger Closing Date, in connection with the Merger, New URNA became the successor in interest to RSC’s U.S. subsidiaries and assumed the obligations of those subsidiaries under certain debt instruments.

On the Merger Closing Date, New URNA repaid in full the RSC 9.50% Notes, the RSC 10% Senior Secured Notes and the RSC ABL (each as defined below), with a portion of the proceeds from the Escrow SPV Notes described in Item 2.03 below under “- Escrow SPV Notes.”

On the Merger Closing Date, New URNA repaid in full the 9.50% Senior Notes due 2014 (the “RSC 9.50% Notes”) issued pursuant to the Indenture (the “RSC 9.50% Notes Indenture”), dated as of November 27, 2006, among Rental Service Corporation, RSC Holdings III, LLC (“RSC III”) and Wells Fargo Bank, National Association (“Wells Fargo”), as Trustee. The total repayment amount was $534,723,930.56, which included $503,000,000 in outstanding principal and a call premium of $11,946,250. The RSC 9.50% Notes were previously scheduled to mature on December 1, 2014. In connection with the repayment, New URNA terminated the RSC 9.50% Notes Indenture.

On the Merger Closing Date, New URNA repaid in full the 10% Senior Secured Notes due 2017 (the “RSC 10% Senior Secured Notes”) issued pursuant to the Indenture (the “RSC 10% Notes Indenture”), dated as of July 1, 2009, among RSC Equipment Rental, Inc. (“RSC Equipment”), RSC III, Wells Fargo, as Trustee, and Deutsche Bank AG, New York Branch (“Deutsche Bank”), as Notes Collateral Agent. The total repayment amount was $476,270,482.23, which included $400,000,000 in outstanding principal and a make-whole premium of $64,603,815.56. The RSC 10% Senior Secured Notes were previously scheduled to mature on July 15, 2017. In connection with the repayment, New URNA terminated the RSC 10% Notes Indenture and all related security documents.

On the Merger Closing Date, New URNA repaid in full and terminated the Credit Agreement (the “RSC ABL”), dated as of February 11, 2011, among RSC Holdings II, LLC (“RSC II”), RSC III, RSC Equipment, RSC Equipment Rental of Canada LTD (“RSC Canada”), Deutsche Bank, as U.S. Administrative Agent and U.S. Collateral Agent, and Deutsche Bank AG Canada Branch, as Canadian Administrative Agent and Canadian Collateral Agent. The RSC ABL was previously scheduled to expire on February 9, 2016. The RSC ABL had an outstanding principal balance of $548,000,000. New URNA did not pay any penalties or call premiums in connection with the termination of the RSC ABL. In connection with the repayment of the RSC ABL, New URNA also terminated all related security documents.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Escrow SPV Notes

On March 9, 2012, UR Financing Escrow Corporation (“Escrow SPV”) issued $2.825 billion aggregate amount of senior secured and senior notes, the proceeds of which were placed into escrow, to be held until the consummation of the Merger. On the Merger Closing Date, the proceeds from this issuance were released from escrow and used to pay the Merger Consideration, repay certain amounts of outstanding RSC debt, as disclosed in Item 1.02 above, and to pay fees and expenses related to the Merger and related financing transactions.

On the Merger Closing Date, New URNA, as successor in interest to Escrow SPV, executed a supplemental indenture, evidencing its accession to the 7.625% Senior Notes due 2022 (the “2022 Senior Notes”) issued pursuant to the Indenture, dated as of March 9, 2012, between Escrow SPV and Wells Fargo, as Trustee. The 2022 Senior Notes mature on April 15, 2022, have an outstanding principal amount of $1,325,000,000 and bear interest at a rate of 7.625% per year payable semi-annually in cash in arrears on April 15 and October 15 of each year, starting on

 

-3-


April 15, 2012. The 2022 Senior Notes will be redeemable at New URNA’s option, in whole or in part, at any time on or after April 15, 2017, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and liquidated damages arising under the applicable registration rights agreement, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:

 

Year

   Redemption Price  

2017

     103.813

2018

     102.542

2019

     101.271

2020 and thereafter

     100.000

On the Merger Closing Date, New URNA, as successor in interest to Escrow SPV, executed a supplemental indenture, evidencing its accession to the 7.375% Senior Notes due 2020 (the “2020 Senior Notes” and together with 2022 Notes, the “Unsecured Escrow SPV Notes”) issued pursuant to the indenture, dated as of March 9, 2012, between Escrow SPV and Wells Fargo, as Trustee. The 2020 Senior Notes mature on May 15, 2020, have an outstanding principal amount of $750,000,000 and bear interest at a rate of 7.375% per year payable semi-annually in cash in arrears on May 15 and November 15 of each year, starting on May 15, 2012. The 2020 Senior Notes will be redeemable at New URNA’s option, in whole or in part, at any time on or after May 15, 2016, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and liquidated damages arising under the applicable registration rights agreement, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below:

 

Year

   Redemption Price  

2016

     103.688

2017

     101.844

2018 and thereafter

     100.000

New URNA may also redeem the 2020 Senior Notes, in whole or in part, at any time prior to May 15, 2016, and the 2022 Senior Notes, in whole or in part, at any time prior to April 15, 2017, in each case at a price equal to 100% of the aggregate principal amount of the applicable notes to be redeemed, plus a make-whole premium and accrued and unpaid interest and liquidated damages arising under the applicable registration rights agreement, if any. In addition, at any time on or prior to May 15, 2015, in the case of the 2020 Senior Notes, and at any time on or prior to April 15, 2015, in the case of the 2022 Senior Notes, New URNA may redeem up to 35% of the aggregate principal amount of the 2020 Senior Notes or the 2022 Senior Notes, as applicable, with the net cash proceeds of certain equity offerings, at a price equal to 107.375% of the aggregate principal amount of the 2020 Senior Notes redeemed and at a price equal to 107.625% of the aggregate principal amount of the 2022 Senior Notes redeemed, in each case plus accrued and unpaid interest and liquidated damages arising under the applicable registration rights agreement, if any. Upon the occurrence of certain change of control events, New URNA must offer to repurchase the Unsecured Escrow SPV Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.

The Unsecured Escrow SPV Notes are New URNA’s general unsecured obligations and rank pari passu in right of payment with all of New URNA’s existing and future senior indebtedness, effectively junior to any of New URNA’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and senior in right of payment to any of New URNA’s existing and future subordinated indebtedness.

On the Merger Closing Date, United Rentals, along with certain of its subsidiaries (collectively, the “Subsidiary Guarantors” and together with United Rentals, the “United Rentals Notes Guarantors”), executed supplemental indentures evidencing their accession to the Unsecured Escrow SPV Notes as guarantors. New URNA’s obligations under the Unsecured Escrow SPV Notes are guaranteed on a senior unsecured basis by the United Rentals Notes Guarantors. The guarantees rank pari passu in right of payment with all of the existing and future senior indebtedness of the United Rentals Notes Guarantors, effectively junior to any existing and future

 

-4-


secured indebtedness of the United Rentals Notes Guarantors to the extent of the value of the collateral securing such indebtedness and senior in right of payment to any existing and future subordinated indebtedness of the guarantors.

On the Merger Closing Date, New URNA, as successor in interest to Escrow SPV, executed a supplemental indenture evidencing its accession to the 5.75% Senior Secured Notes due 2018 (the “2018 Senior Secured Notes” and together with the 2022 Notes and the 2020 Notes, the “Escrow SPV Notes”) issued pursuant to the Indenture, dated as of March 9, 2012, between Escrow SPV and Wells Fargo, as Trustee. The 2018 Senior Secured Notes mature on July 15, 2018, have an outstanding principal amount of $750,000,000 and bear interest at a rate of 5.75% per year payable semi-annually in cash in arrears on January 15 and July 15 of each year, starting on July 15, 2012. The 2018 Senior Secured Notes will be redeemable at New URNA’s option, in whole or in part, at any time on or after July 15, 2015, at the following redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and liquidated damages arising under the applicable registration rights agreement, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below:

 

Year

   Redemption Price  

2015

     102.875

2016

     101.438

2017 and thereafter

     100.000

New URNA may also redeem the 2018 Senior Secured Notes, in whole or in part, at any time prior to July 15, 2015, at a price equal to 100% of the aggregate principal amount of the 2018 Senior Secured Notes to be redeemed, plus a make-whole premium and accrued and unpaid interest and liquidated damages arising under the applicable registration rights agreement, if any. In addition, at any time on or prior to July 15, 2015, New URNA may redeem up to 35% of the aggregate principal amount of the 2018 Senior Secured Notes with the net cash proceeds of certain equity offerings, at a price equal to 105.75% of the aggregate principal amount of the 2018 Senior Secured Notes redeemed plus accrued and unpaid interest and liquidated damages arising under the applicable registration rights agreement, if any. Upon the occurrence of certain change of control events, New URNA must offer to repurchase the 2018 Senior Secured Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.

The 2018 Senior Secured Notes are New URNA’s general secured obligations rank pari passu in right of payment with all of New URNA’s existing and future senior indebtedness, effectively junior to all of New URNA’s first-priority lien indebtedness to the extent of the value of the collateral securing such indebtedness, effectively junior to any other existing and future indebtedness that is secured by assets that do not constitute collateral, to the extent of the value of such assets and senior in right of payment to any of New URNA’s existing and future subordinated indebtedness.

On the Merger Closing Date, the United Rentals Notes Guarantors executed supplemental indentures evidencing their accession to the 2018 Senior Secured Notes as guarantors. New URNA’s obligations under the 2018 Senior Secured Notes are guaranteed by the United Rentals Notes Guarantors. The guarantees rank pari passu in right of payment with all of the guarantors’ existing and future senior indebtedness, effectively junior to all of the United Rentals Notes Guarantors’ first-priority lien indebtedness to the extent of the value of the collateral securing such indebtedness, effectively junior to any other existing and future indebtedness of the guarantors that is secured by assets that do not constitute collateral, to the extent of the value of such assets, and senior in right of payment to any of the United Rentals Notes Guarantors’ existing and future subordinated indebtedness. The 2018 Senior Secured Notes will be secured on a second-priority basis by liens on New URNA’s and the United Rentals Notes Guarantors’ assets that secure the Company’s senior secured asset based revolving credit facility and any other first-priority lien obligations, subject to permitted liens upon execution of certain additional documents within the time periods specified in the 2018 Senior Secured Notes indenture.

On the Merger Closing Date, New URNA and the United Rentals Notes Guarantors executed joinders to each of the three Registration Rights Agreements, dated as of March 9, 2012, among Escrow SPV and Morgan

 

-5-


Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the initial purchasers named therein (each a “Registration Rights Agreement” and collectively, the “Registration Rights Agreements”). Pursuant to the terms of the Registration Rights Agreements, New URNA and the United Rentals Notes Guarantors have agreed to use commercially reasonable efforts to (i) file an exchange offer registration statement with the U.S. Securities and Exchange Commission (“SEC”) with respect to a registered offer to exchange the applicable Escrow SPV Notes, (ii) issue exchange securities within 365 days after the issue date of the Escrow SPV Notes, and (iii) in certain circumstances, to file a shelf registration statement with respect to resales of the applicable Escrow SPV Notes. If New URNA fails to comply with certain obligations under the Registration Rights Agreements, it will be required to pay to the holders of the applicable Escrow SPV Notes certain liquidated damages.

The indentures governing the Escrow SPV Notes contain certain covenants applicable to New URNA and its restricted subsidiaries, including limitations on: (1) liens; (2) additional indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; (9) designations of unrestricted subsidiaries; and (10) in the case of the 2018 Senior Secured Notes, a covenant to maintain the collateral securing the 2018 Senior Secured Notes. Each of these covenants is subject to important exceptions and qualifications.

The indentures governing the Escrow SPV Notes provide for customary events of default, including the following (subject to any applicable cure period): (1) nonpayment, (2) breach of covenants, (3) payment defaults under or acceleration of certain other indebtedness, (4) failure to discharge certain judgments and (5) certain events of bankruptcy, insolvency and reorganization. For each series of Escrow SPV Notes, if an event of default (other than an event of default relating to certain events of bankruptcy, insolvency and reorganization) occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of such Notes then outstanding may declare the principal of, premium, if any, and accrued and unpaid interest, if any, and liquidated damages arising under the applicable Registration Rights Agreement, if any, to be due and payable immediately. For each series of Escrow SPV Notes, if an event of default relating to certain events of bankruptcy, insolvency and reorganization occurs and is continuing, then the principal of, premium if any, and accrued and unpaid interest, if any, and liquidated damages arising under the applicable Registration Rights Agreement, if any, shall be due and payable immediately.

The foregoing descriptions of the Escrow SPV Notes are qualified in their entirety by reference to the full text of the indentures governing the Escrow SPV Notes and the Registration Rights Agreements, which were previously filed by United Rentals on March 12, 2012, and are incorporated herein by reference. The foregoing descriptions of the supplemental indentures and joinders to the Registration Rights Agreements, are qualified in their entirety by the supplemental indentures and the joinders to the Registration Rights Agreements which are filed as exhibits to this current report on Form 8-K and are incorporated by reference into this Item 2.03.

URNA Notes

On the Merger Closing Date, New URNA, as successor in interest to URNA, executed a supplemental indenture evidencing its accession to the 9.25% Senior Notes due 2019 (the “URNA 9.25% Notes”) issued pursuant to the Indenture, dated as of November 17, 2009, among URNA, United Rentals, certain subsidiaries of United Rentals as guarantors and the Bank of New York Mellon, as Trustee. The URNA 9.25% Notes mature on December 15, 2019, have an outstanding principal amount of $500,000,000 and bear interest at a rate of 9.25% per year payable semi-annually in cash in arrears on June 15 and December 15 of each year. New URNA may redeem some or all of the URNA 9.25% Notes, at its option, at any time on or after December 15, 2014, at the following redemption prices, plus accrued and unpaid interest, if any, to the applicable redemption date:

 

Year

   Redemption Price  

2014

     104.625

2015

     103.083

2016

     101.542

2017 and thereafter

     100.000

 

-6-


At any time prior to December 15, 2014, New URNA may redeem some or all of the URNA 9.25% Notes at a price equal to 100% of the aggregate principal amount of the URNA 9.25% Notes to be redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to December 15, 2012, New URNA may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the URNA 9.25% Notes with the net cash proceeds of certain equity offerings at a price equal to 109.25% of the aggregate principal amount of the URNA 9.25% Notes, plus accrued and unpaid interest, if any, to the redemption date. Upon the occurrence of certain change of control events, New URNA must offer to repurchase the URNA 9.25% Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.

The URNA 9.25% Notes are guaranteed on a senior basis by United Rentals and certain domestic subsidiaries of New URNA. The guarantees are unsecured senior obligations of the guarantors and rank equally with all of the guarantors’ existing and future unsecured senior indebtedness and effectively junior to any secured indebtedness of the guarantors to the extent of the value of the assets securing such debt.

On the Merger Closing Date, New URNA, as successor in interest to URNA, executed a supplemental indenture evidencing its accession to the 10.875% Senior Notes due 2016 (the “URNA 10.875% Notes”) issued pursuant to the Indenture, dated as of June 9, 2009, among URNA, United Rentals, certain subsidiaries of United Rentals as guarantors and the Bank of New York Mellon, as Trustee. The URNA 10.875% Notes mature on June 15, 2016, have an outstanding principal amount of $500,000,000 and bear interest at a rate of 10.875% per year payable semi-annually in cash in arrears on June 15 and December 15 of each year. New URNA may redeem some or all of the URNA 10.875% Notes, at its option, at any time on or after June 15, 2013, at the following redemption prices, plus accrued and unpaid interest, if any, to the applicable redemption date:

 

Year

   Redemption Price  

2013

     105.438

2014

     102.719

2015 and thereafter

     100.000

At any time prior to June 15, 2013, New URNA may redeem some or all of the URNA 10.875% Notes at a price equal to 100% of the aggregate principal amount of the URNA 10.875% Notes to be redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to June 15, 2012, New URNA may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the URNA 10.875% Notes with the net cash proceeds of certain equity offerings at a price equal to 110.875% of the aggregate principal amount of the URNA 10.875% Notes, plus accrued and unpaid interest, if any, to the redemption date. Upon the occurrence of certain change of control events, New URNA must offer to repurchase the URNA 10.875% Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.

The URNA 10.875% Notes are unsecured senior obligations of New URNA and rank equally with all of New URNA’s existing and future unsecured senior debt and senior to all of New URNA’s existing and future subordinated debt. The URNA 10.875% Notes effectively rank junior to any of New URNA’s existing and future secured debt to the extent of the value of the assets securing such debt. The URNA 10.875% Notes are guaranteed on a unsecured senior basis by the Company and certain of New URNA’s domestic subsidiaries. The guarantees are unsecured senior obligations of the guarantors and rank equally with all of the existing and future unsecured senior debt of the guarantors and senior to all existing and future subordinated debt of the guarantors. The guarantees effectively rank junior to any existing and future secured debt of the guarantors to the extent of the value of the assets securing such debt.

On the Merger Closing Date, New URNA, as successor in interest to URNA, executed a supplemental indenture evidencing its accession to the 8.375% Senior Notes due 2020 (the “URNA 8.375% Notes”) issued pursuant to the Indenture, dated as of October 26, 2010, among URNA, United Rentals and the Bank of New York Mellon as Trustee. The URNA 8.375% Notes mature on September 15, 2020, have an outstanding principal amount of $750,000,000 and bear interest at a rate of 8.375% per year payable semi-annually in cash in arrears on March 15

 

-7-


and September 15 of each year. New URNA may redeem some or all of the URNA 8.375% Notes, at its option, at any time on or after September 15, 2015, at the following redemption prices, plus accrued and unpaid interest, if any, to the applicable redemption date:

 

Year

   Redemption Price  

2015

     104.188

2016

     102.792

2017

     101.396

2018 and thereafter

     100.000

At any time prior to September 15, 2015, New URNA may redeem some or all of the URNA 8.375% Notes at a price equal to 100% of the aggregate principal amount of the URNA 8.375% Notes to be redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to September 15, 2013, New URNA may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a price equal to 108.375% of the aggregate principal amount of the URNA 8.375% Notes, plus accrued and unpaid interest, if any, to the redemption date. Upon the occurrence of certain change of control events, New URNA must offer to repurchase the URNA 8.375% Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.

The URNA 8.375% Notes are senior subordinated obligations of New URNA and rank junior in right of payment to all of New URNA’s existing and future senior indebtedness and senior in right of payment to any future indebtedness expressly subordinated to the URNA 8.375% Notes and equally in right of payment with all of New URNA’s existing and future senior subordinated debt.

The URNA 8.375% Notes are guaranteed on a senior subordinated basis by United Rentals and certain of New URNA’s domestic subsidiaries. The guarantees are senior subordinated obligations of the guarantors and rank junior in right of payment to all of the guarantors’ existing and future senior indebtedness and senior in right of payment to any future indebtedness expressly subordinated to the guarantees and equally in right of payment with all of the guarantors’ existing and future senior subordinated indebtedness.

On the Merger Closing Date, New URNA, as successor in interest to URNA, executed a supplemental indenture evidencing its accession to the 1.875% Convertible Notes due 2023 (the “1.875% Convertible Notes”, and together with the URNA 9.25% Notes, the URNA 10.875% Notes and the URNA 8.375% Notes, the “URNA Notes”) issued pursuant to the Indenture, dated as of October 31, 2003, among URNA, United Rentals and the Bank of New York Mellon as Trustee. The 1.875% Convertible Notes mature on October 15, 2023, have an outstanding principal amount of $22,000,000 and bear interest at a rate of 1.875% per year. Holders of the 1.875% Convertible Notes may convert them into shares of common stock of United Rentals prior to their maturity at a current conversion price of approximately $21.83 per share (subject to further adjustment in certain circumstances), if (i) the price of United Rentals common stock reaches a specific threshold, (ii) the 1.875% Convertible Notes are called for redemption, (iii) specified corporate transactions occur or (iv) the trading price of the 1.875% Convertible Notes falls below certain thresholds.

The indentures governing the URNA Notes contain certain covenants to applicable to New URNA and its restricted subsidiaries, including limitations on: (1) indebtedness; (2) restricted payments; (3) liens; (4) asset sales; (5) issuance of preferred stock of restricted subsidiaries; (6) transactions with affiliates; (7) dividend and other payment restrictions affecting restricted subsidiaries; (8) designations of unrestricted subsidiaries; (9) additional subsidiary guarantees; and (10) mergers, consolidations or sales of substantially all of its assets. Each of these covenants is subject to important exceptions and qualifications.

The indentures governing the URNA Notes provide for customary events of default, including the following (subject to any applicable cure period): (1) nonpayment, (2) breach of covenants, (3) payment defaults under or acceleration of certain other indebtedness, (4) failure to discharge certain judgments and (5) certain events of bankruptcy, insolvency and reorganization. If an event of default occurs or is continuing (other than an event of default relating to certain events of bankruptcy, insolvency and reorganization), the trustee or the holders of at least 25% in aggregate principal amount of the applicable series of URNA Notes then outstanding may declare the principal of, premium, if any, and accrued and unpaid interest, if any, to be due and payable immediately.

 

-8-


The foregoing descriptions of the indentures governing the URNA Notes are qualified in their entirety by reference to the full text of the indentures governing the URNA Notes, which have been previously by United Rentals on the following dates: the indenture governing the URNA 9.25% Notes was filed on November 17, 2009; the indenture governing the URNA 10.875% Notes was filed on June 16, 2009; the indenture governing the URNA 8.375% Notes was filed on October 26, 2010, and the indenture governing the 1.875% Convertible Notes was filed on November 14, 2003. The foregoing descriptions of the supplemental indentures to the URNA Notes are qualified in their entirety by reference to the full text of the supplemental indentures, which are filed as exhibits to this current report on Form 8-K and are incorporated by reference into this Item 2.03.

URI ABL

On the Merger Closing Date, New URNA, as successor in interest to URNA, executed an accession agreement (the “Accession Agreement”), pursuant to which New URNA acceded to the Amended and Restated Credit Agreement (the “URI ABL Agreement”), dated as of October 14, 2011, as amended as of December 29, 2011, among United Rentals, URNA, United Rentals of Canada, Inc. (“UR Canada”), United Rentals Financing Limited Partnership (the “Specified Loan Borrower”), certain other subsidiaries of United Rentals and Bank of America N.A., Wells Fargo Capital Finance, LLC, Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the other financial institutions named therein (the “URI ABL”). Under the terms of the Accession Agreement, New URNA also acceded to the Amended and Restated U.S. Security Agreement (the “U.S. Security Agreement”), the Amended and Restated Canadian Security Agreement (the “Canadian Security Agreement”), the Amended and Restated Intellectual Property Security Agreement (the “IP Security Agreement”), the Amended and Restated U.S. Guarantee Agreement (the “Guarantee Agreement”) and the Amended and Restated Canadian Guarantee Agreement (the “Canadian Guarantee Agreement”, and together with the U.S. Security Agreement, the Canadian Security Agreement, the IP Security Agreement and the U.S. Guarantee Agreement, the “ABL Security Documents”) that URNA executed in connection with the URI ABL.

United Rentals and each existing and future direct or indirect U.S. subsidiary of United Rentals, with certain limited exceptions (the “U.S. Guarantors”), provide guarantees of the obligations of New URNA and certain of its domestic subsidiaries (the “U.S. Borrowers”, and together with the Specified Loan Borrower and UR Canada, the “URI ABL Borrowers”). Obligations of the U.S. Borrowers are also guaranteed by certain Canadian subsidiaries of United Rentals. In addition, the U.S. Guarantors and each existing and future direct and indirect Canadian subsidiary of United Rentals, with certain limited exceptions, (the “non-U.S. Guarantors” and together with the U.S. Guarantors, the “URI ABL Guarantors”) provide guarantees of the obligations of the UR Canada and the Specified Loan Borrower. In addition, the obligations of the ABL Borrowers under the URI ABL Facility and the guarantees of the URI ABL Guarantors are secured by first priority security interests in substantially all of the tangible and intangible assets of the U.S. Borrowers, the U.S. Guarantors and certain Canadian subsidiaries of United Rentals, including pledges of all stock or other equity interests in direct subsidiaries owned by the U.S. Borrowers, the U.S. Guarantors or such Canadian subsidiaries (but only up to 65% of the voting stock of each direct foreign subsidiary owned by any U.S. Borrower, U.S. Guarantor or such Canadian subsidiary in the case of pledges securing the U.S. Borrowers’ and U.S. Guarantors’ obligations under the URI ABL Facility). Assets of the type described in the preceding sentence of the Canadian Borrower or any non-U.S. Guarantor are similarly pledged to secure the obligations of the Canadian Borrower, the Specified Loan Borrower and the non-U.S. Guarantors under the URI ABL Facility. The security and pledges are subject to certain exceptions.

The URI ABL matures on October 13, 2016. Currently, approximately $1,235,000,000 is used under the ABL and there is approximately $665,000,000 available for additional borrowings under the URI ABL, subject to borrowing base limitations, as reduced by outstanding letters of credit.

The URI ABL Facility includes a $100,000,000 sub-limit for U.S. swingline loans, a $50,000,000 sub-limit for Canadian swingline loans, a $200,000,000 sub-limit for U.S. letters of credit and a $200,000,000 sub-limit for Canadian letters of credit. Amounts drawn under the ABL Facility bear annual interest at either the LIBOR rate plus a margin of 1.75% to 2.25% or at a base rate plus a margin of 0.75% to 1.25%. The interest rate margins are subject

 

-9-


to adjustments based on utilization of the facility. The initial margins for borrowings under the URI ABL Facility are 2.00% in the case of LIBOR rate loans and 1.00% in the case of base rate loans. The commitment fee payable on the unused portion of the URI ABL Facility equals 0.250%, 0.375% or 0.500% based on utilization of the URI ABL Facility. The URI ABL Borrowers have also agreed to pay customary letter of credit fees.

The URI ABL Facility contains a number of covenants that, among other things, limit or restrict the ability of the URI ABL Borrowers and their subsidiaries to incur additional indebtedness; provide guarantees; engage in mergers, acquisitions or dispositions; enter into sale-leaseback transactions; make dividends and other restricted payments; make optional prepayments of other indebtedness; repay certain indebtedness upon a change of control; engage in transactions with affiliates; make investments; change the nature of their business; incur liens; use proceeds; and amend specified debt agreements. In addition, the URI Borrowers must comply with a minimum fixed charge coverage ratio of 1.00 to 1.00, and a maximum senior secured leverage ratio of 2.75 to 1.00, in each case as of the last day of each quarter, upon the excess availability under the URI ABL Facility falling below the greater of $150 million and 10% of the maximum revolver amount. The URI ABL Agreement is subject to customary events of default. If an event of default occurs, the lenders are entitled to accelerate the advances made thereunder and exercise rights against the collateral.

On the Merger Closing Date, three of New URNA’s domestic subsidiaries, InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (collectively, the “ABL Obligors”), became U.S. Guarantors and executed supplements to the ABL Security Documents.

The foregoing description of the URI ABL Agreement is qualified entirely by reference to the full text of the URNA ABL Agreement and the related ABL Security Documents, which have been previously filed. The descriptions of the Accession Agreement executed by New URNA and the supplements to the ABL Security Documents executed by the ABL Obligors are qualified in their entirety by reference to the full text of the Accession Agreement and the supplements to the ABL Security Documents which are filed as exhibits to this current report on Form 8-K and are incorporated by reference into this Item 2.03.

RSC Notes

On the Merger Closing Date, New URNA, as successor in interest to RSC III and RSC Equipment, executed a supplemental indenture evidencing its accession to the 10.25% Senior Notes due 2019 (the “RSC 10.25% Notes”) issued pursuant to the Indenture, dated as of November 17, 2009, among RSC Equipment, RSC III, certain subsidiaries of RSC as guarantors and Wells Fargo, as Trustee. The RSC 10.25% Notes mature on November 15, 2019, have an outstanding principal amount of $200,000,000 and bear interest at a rate of 10.25% per year payable semi-annually in cash in arrears on May 15 and November 15 of each year. New URNA may redeem some or all of the RSC 10.25% Notes, at its option, at any time on or after November 15, 2014, at the following redemption prices, plus accrued and unpaid interest, if any, to the applicable redemption date:

 

Year

   Redemption Price  

2014

     105.125

2015

     103.417

2016

     101.708

2017 and thereafter

     100.000

In addition, at any time on or prior to November 15, 2012, New URNA may redeem up to 35% of the original aggregate principal amount of the RSC 10.25% Notes, with funds in an equal aggregate amount up to the aggregate proceeds of certain equity offerings, at a redemption price of 110.25%. Upon the occurrence of certain change of control events, New URNA must offer to repurchase the RSC 10.25% Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.

On the Merger Closing Date, New URNA, as successor in interest to RSC III and RSC Equipment, executed a supplemental indenture evidencing its accession to the 8.25% Senior Notes due 2021 (the “RSC 8.25% Notes”, and together with the RSC 10.25% Notes, the “RSC Notes”) issued pursuant to the Indenture, dated as of January 19, 2011, among RSC Equipment, RSC III, certain subsidiaries of RSC as guarantors and Wells Fargo as

 

-10-


Trustee. The RSC 8.25% Notes mature on February 1, 2021, have an outstanding principal amount of 650,000,000 and bear interest at a rate of 8.25% per year payable semi-annually in cash in arrears on February 1 and August 1 of each year. New URNA may redeem some or all of the RSC 8.25% Notes, at its option, at any time on or after February 1, 2016, at the following redemption prices, plus accrued and unpaid interest, if any, to the applicable redemption date:

 

Year

   Redemption Price  

2016

     104.125

2017

     102.750

2018

     101.375

2019 and thereafter

     100.000

In addition, at any time and from time to time on or prior to February 1, 2016, New URNA at its option may redeem up to 35% of the original aggregate principal amount of the RSC 8.25% Notes with funds in an equal aggregate amount up to the aggregate proceeds of certain equity offerings at a redemption price of 108.250%. Upon the occurrence of certain change of control events, New URNA must offer to repurchase the RSC 8.25% Notes at a price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.

On the Merger Closing Date, the Subsidiary Guarantors executed supplemental indentures evidencing their accession to the RSC Notes as guarantors. New URNA’s obligations under the RSC Notes are guaranteed on a senior unsecured basis by the Subsidiary Guarantors. The guarantees rank pari passu in right of payment with all of the existing and future senior indebtedness of the Subsidiary Guarantors, effectively junior to any existing and future secured indebtedness of the Subsidiary Guarantors to the extent of the value of the collateral securing such indebtedness and senior in right of payment to any existing and future subordinated indebtedness of the guarantors.

The indentures that govern the RSC Notes contain restrictive covenants that, among other things, limit New URNA’s ability and the ability its restricted subsidiaries to (1) incur additional debt; (2) pay dividends or distributions on their capital stock or repurchase their capital stock; (3) make certain investments; (4) create liens on their assets to secure debt; (5) enter into certain transactions with affiliates; (6) create limitations on the ability of the restricted subsidiaries to make dividends or distributions to their respective parents; (7) merge or consolidate with another company; and (8) transfer and sell assets.

The indentures that govern the RSC Notes provide for customary events of default for unsecured notes indebtedness. If an event of default (other than a default relating to certain events of bankruptcy, insolvency or reorganization of either issuer) occurs and is continuing under the relevant indenture, the trustee by notice to the Issuers or the holders of at least 25% in principal amount of the outstanding series of RSC Notes by notice to New URNA and the trustee, may declare the principal of and accrued but unpaid interest on all the applicable series of RSC Notes to be due and payable. Upon the effectiveness of such a declaration, such principal and interest will be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization New URNA occurs and is continuing, the principal of and accrued but unpaid interest on all the applicable series of RSC Notes will become immediately due and payable without any declaration or other act on the part of the trustee or any applicable holders. Under certain circumstances, the holders of a majority in principal amount of the outstanding series of RSC Notes may rescind any such acceleration with respect to the applicable series of RSC Notes and its consequences.

The foregoing descriptions of the indentures governing the RSC Notes are qualified in their entirety by reference to the full text of the indentures governing the RSC Notes, which were previously filed by RSC on the following dates: the indenture governing the RSC 10.25% Notes was filed on November 17, 2009 and the indenture governing the RSC 8.25% Notes was filed on January 20, 2011. The foregoing descriptions of the supplemental indentures to the RSC Notes are qualified in their entirety by reference to the full text of the supplemental indentures, which are filed as exhibits to this current report on Form 8-K and are incorporated by reference into this Item 2.03.

 

-11-


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on April 30, 2012, that, as of the effective time of the Merger, each share of RSC common stock then issued and outstanding (other than the excluded shares) would cease to be issued and outstanding and would be automatically converted into the right to receive the Merger Consideration. The Company requested that the NYSE file with the Securities and Exchange Commission (the “Commission”), a Notification of Removal from Listing and/or Registration under Section 12(b) on Form 25 to delist and deregister the shares of RSC common stock under 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of shares of RSC common stock was suspended as of the close of trading on April 30, 2012, and the aforementioned Form 25 was filed by the NYSE on May 1, 2012.

The Company intends to file a certification on Form 15 with the Commission, requesting the deregistration of RSC common stock under Section 12(g) of the Exchange Act and the suspension of RSC’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

Item 3.03 Material Modification to Rights of Security Holders.

As further described in Item 2.01 above, as of the effective time of the Merger, each share of RSC common stock issued and outstanding immediately prior to the effective time (other than the excluded shares) ceased to be issued and outstanding and was automatically converted into the right to receive $10.80 in cash and 0.2783 of a share of Company common stock, without interest and less and applicable withholding taxes.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the size of the Company’s board of directors was increased from eleven directors to fourteen directors and three of RSC’s independent directors, Pierre E. Leroy, James H. Ozanne and Donald C. Roof, selected by RSC (the “RSC Independent Directors”) were elected to the Company’s board of directors. The RSC Independent Directors were elected to the Company’s board of directors pursuant to and in connection with the Merger Agreement.

The RSC Independent Directors will be entitled to participate in, and will be paid in accordance with, the Company’s customary compensation plan for directors, including reimbursement for travel and other reasonable expenses.

The RSC Independent Directors were also appointed to certain committees of the Company’s board of directors, effective at the effective time of the Merger. Pierre E. Leroy was appointed to the Compensation Committee and the Strategy Committee. James H. Ozanne was appointed to the Nominating and Corporate Governance Committee and the Strategy Committee. Donald C. Roof was appointed to the Audit Committee and the Risk Management Committee.

 

Item 9.01. Financial Statements and Exhibits

 

  (a) Financial Statements of Business Acquired.

As permitted by Item 9.01(a)(4) of Form 8-K, United Rentals will file the financial statements required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to this Form 8-K within 71 calendar days after the date this Form 8-K is required to be filed.

 

  (b) Pro Forma Financial Information.

 

-12-


As permitted by Item 9.01(b)(2) of Form 8-K, United Rentals will file the pro forma financial information required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this Form 8-K within 71 calendar days after the date this Form 8-K is required to be filed.

 

  (d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit No.

  

Description

1.1    Agreement and Plan of Merger, dated as of April 30, 2012, by and between United Rentals (North America), Inc. and UR Merger Sub Corporation.
  2.1*    Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc. and RSC Holdings Inc. (incorporated by reference to Exhibit 2.1 of the Corporation’s Current Report on Form 8-K (File No. 001-13663) filed with the SEC on December 21, 2011).
4.1    First Supplemental Indenture to the 2022 Senior Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo Bank, National Association, as Trustee.
4.2    First Supplemental Indenture to the 2020 Senior Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation. UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC. Wynne Systems, Inc. and Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee.
4.3    First Supplemental Indenture to the 2018 Senior Secured Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation. UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee.
4.4    First Supplemental Indenture to the URNA 9.25% Notes dated as of April 30, 2012 among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems. Inc., UR Merger Sub Corporation and the Bank of New York Mellon, as Trustee.
4.5    First Supplemental Indenture to the URNA 10.875% Notes dated as of April 30, 2012 among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc., UR Merger Sub Corporation and the Bank of New York Mellon. as Trustee.
4.6    Second Supplemental Indenture to the URNA 8.375% Notes dated as of April 30, 2012 among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc., UR Merger Sub Corporation and the Bank of New York Mellon, as Trustee.
4.7    Second Supplemental Indenture to the URNA 1.875% Notes dated as of April 30, 2012 among United Rentals (North America), Inc., United Rentals, Inc., UR Merger Sub Corporation and the Bank of New York Mellon. as Trustee.
4.8    First Supplemental Indenture to the RSC 10.25% Notes dated as of April 30, 2012 between UR Merger Sub Corporation and Wells Fargo. as Trustee.

 

* Previously filed.

 

-13-


Exhibit No.

  

Description

4.9    Second Supplemental Indenture to the RSC 10.25% Notes dated as of April 30, 2012 among UR Merger Sub Corporation, InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty. LLC. Wynne Systems, Inc. and Wells Fargo, as Trustee.
4.10    First Supplemental Indenture to the RSC 8.25% Notes dated as of April 30, 2012 between UR Merger Sub Corporation and Wells Fargo, as Trustee.
4.11    Second Supplemental Indenture to the RSC 8.25% Notes dated as of April 30, 2012 among UR Merger Sub Corporation. InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC. United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo, as Trustee.
10.1    Joinder to the Registration Rights Agreement for the 2022 Senior Notes dated as of April 30, 2012 among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc.
10.2    Joinder to the Registration Rights Agreement for the 2020 Senior Notes dated as of April 30, 2012 among UR Merger Sub Corporation. United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc.
10.3    Joinder to the Registration Rights Agreement for the 2018 Senior Secured Notes dated as of April 30, 2012 among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc.
10.4    Accession Agreement, dated as of April 30, 2012, to the URI ABL between UR Merger Sub Corporation and Bank of America, N.A. as collateral agent.
10.5    Supplement to the U.S. Security Agreement for the URI ABL dated as of April 30, 2012 among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc.
10.6    Supplement to the U.S. Guarantee Agreement for the URI ABL dated as of April 30, 2012 among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc.
10.7    Supplement to the Canadian Security Agreement for the URI ABL dated as of April 30, 2012 among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc.
10.8    Supplement to the Canadian Guarantee Agreement for the URI ABL dated as of April 30, 2012 among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc.
10.9    Supplement to the Intellectual Property Security Agreement for the URI ABL dated as of April 30, 2012 among InfoManager. Inc., United Rentals Realty, LLC and Wynne Systems, Inc.

 

-14-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 3, 2012

 

UNITED RENTALS, INC.
By:   /s/ Jonathan M. Gottsegen
Name:   Jonathan M. Gottsegen
Title:   Senior Vice President, General Counsel and Corporate Secretary

UNITED RENTALS (NORTH AMERICA), INC.

By:   /s/ Jonathan M. Gottsegen
Name:   Jonathan M. Gottsegen
Title:   Senior Vice President, General Counsel and Corporate Secretary

 

-15-


EXHIBIT INDEX

 

Exhibit No.

  

Description

1.1    Agreement and Plan of Merger, dated as of April 30, 2012, by and between United Rentals (North America), Inc. and UR Merger Sub Corporation.
  2.1*    Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc. and RSC Holdings Inc. (incorporated by reference to Exhibit 2.1 of the Corporation’s Current Report on Form 8-K (File No. 001-13663) filed with the SEC on December 21, 2011).
4.1    First Supplemental Indenture to the 2022 Senior Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo Bank, National Association, as Trustee.
4.2    First Supplemental Indenture to the 2020 Senior Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation. UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC. Wynne Systems, Inc. and Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee.
4.3    First Supplemental Indenture to the 2018 Senior Secured Notes, dated as of April 30, 2012, among UR Financing Escrow Corporation. UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee.
4.4    First Supplemental Indenture to the URNA 9.25% Notes dated as of April 30, 2012, among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems. Inc., UR Merger Sub Corporation and the Bank of New York Mellon, as Trustee.
4.5    First Supplemental Indenture to the URNA 10.875% Notes dated as of April 30, 2012, among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc., UR Merger Sub Corporation and the Bank of New York Mellon. as Trustee.
4.6    Second Supplemental Indenture to the URNA 8.375% Notes dated as of April 30, 2012, among United Rentals (North America), Inc., United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, Wynne Systems, Inc., UR Merger Sub Corporation and the Bank of New York Mellon, as Trustee.
4.7    Second Supplemental Indenture to the URNA 1.875% Notes dated as of April 30, 2012, among United Rentals (North America), Inc., United Rentals, Inc., UR Merger Sub Corporation and the Bank of New York Mellon. as Trustee.
4.8    First Supplemental Indenture to the RSC 10.25% Notes dated as of April 30, 2012, between UR Merger Sub Corporation and Wells Fargo. as Trustee.

 

* Previously filed.


Exhibit No.

  

Description

4.9    Second Supplemental Indenture to the RSC 10.25% Notes dated as of April 30, 2012, among UR Merger Sub Corporation, InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty. LLC. Wynne Systems, Inc. and Wells Fargo, as Trustee.
4.10    First Supplemental Indenture to the RSC 8.25% Notes dated as of April 30, 2012, between UR Merger Sub Corporation and Wells Fargo, as Trustee.
4.11    Second Supplemental Indenture to the RSC 8.25% Notes dated as of April 30, 2012, among UR Merger Sub Corporation. InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC. United Rentals Realty, LLC, Wynne Systems, Inc. and Wells Fargo, as Trustee.
10.1    Joinder to the Registration Rights Agreement for the 2022 Senior Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc.
10.2    Joinder to the Registration Rights Agreement for the 2020 Senior Notes dated as of April 30, 2012, among UR Merger Sub Corporation. United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc.
10.3    Joinder to the Registration Rights Agreement for the 2018 Senior Secured Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc.
10.4    Accession Agreement, dated as of April 30, 2012, to the URI ABL between UR Merger Sub Corporation and Bank of America, N.A. as collateral agent.
10.5    Supplement to the U.S. Security Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc.
10.6    Supplement to the U.S. Guarantee Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc.
10.7    Supplement to the Canadian Security Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc.
10.8    Supplement to the Canadian Guarantee Agreement for the URI ABL dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc.
10.9    Supplement to the Intellectual Property Security Agreement for the URI ABL dated as of April 30, 2012, among InfoManager. Inc., United Rentals Realty, LLC and Wynne Systems, Inc.

Exhibit 1.1

AGREEMENT AND PLAN OF MERGER

OF

UNITED RENTALS (NORTH AMERICA), INC.

a Delaware corporation

WITH AND INTO

UR MERGER SUB CORPORATION

a Delaware corporation

This Agreement and Plan of Merger (“Agreement and Plan of Merger”) pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) is dated as of April 30, 2012, and is entered into by and between United Rentals (North America), Inc., a Delaware corporation (“URNA”), and UR Merger Sub Corporation, a Delaware corporation (“UR Merger Sub” and together with URNA, the “Constituent Corporations”).

WHEREAS, in connection with the merger of United Rentals, Inc. (“URI”) and RSC Holdings Inc. (“RSC”), pursuant to the Agreement and Plan of Merger, dated as of December 15, 2011, as amended from time to time (the “Holdco Merger Agreement”), certain subsidiaries of URI and RSC are to be merged with and into UR Merger Sub, including the merger of URNA into UR Merger Sub; and

WHEREAS, the board of directors of each of URNA and UR Merger Sub deem it advisable that URNA be merged into UR Merger Sub (the “Merger”) and have adopted and approved this Agreement and Plan of Merger; and

WHEREAS, in accordance with the by-laws of URNA, URI, the sole stockholder of URNA, has approved this Agreement and Plan of Merger at a special meeting of the stockholders of URNA held on April 26, 2012, at 10:00 A.M. at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004; and

WHEREAS, in accordance with the certificate of incorporation of URNA, the stockholders holding a majority of the outstanding shares of URI, the sole stockholder of URNA, also have approved the Merger at a special meeting of the stockholders of URI held on April 27, 2012, at 11:00 A.M. at the Hyatt Regency Greenwich, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870; and

WHEREAS, URI, the sole stockholder of UR Merger Sub has approved this Agreement and Plan of Merger, by written consent in accordance with Section 228 of the DGCL.


NOW, THEREFORE, in consideration of the foregoing premises and of the agreements, covenants and provisions hereinafter contained, the parties hereto agree as follows:

ARTICLE II

OUTSTANDING SHARES OF CONSTITUENT CORPORATIONS

(a) As to URNA, the designation and number of shares of each class and series are: 1,000 shares of common stock, par value $0.01 per share, of a single class and series, all of which are voting shares.

(b) As to UR Merger Sub, the designation and number of shares of each class and series are: 100 shares of common stock, par value $0.01 per share, of a single class and series, all of which are voting shares.

ARTICLE III

CANCELATION OF SHARES OF URNA

Upon the effectiveness of the Merger, all of the shares of URNA issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, (i) cease to be outstanding, (ii) be canceled and retired without payment of any consideration therefor and (iii) cease to exist.

 

-2-


ARTICLE IV

AMENDMENTS TO CERTIFICATE OF INCORPORATION

OF SURVIVING CORPORATION; BYLAWS; DIRECTORS AND OFFICERS

(a) The certificate of incorporation of the Surviving Corporation upon the effectiveness of the Merger shall be the certificate of incorporation of UR Merger Sub and shall continue in full force and effect until changed, altered or amended as therein provided.

(b) The by-laws of the Surviving Corporation upon the effectiveness of the Merger shall be the by-laws of UR Merger Sub and shall continue in full force and effect until changed, altered or amended, as provided therein or in the certificate of incorporation of the Surviving Corporation.

(c) The officers and directors of the Surviving Corporation upon the effective date of the Merger shall be the officers and directors of UR Merger Sub, who shall continue to hold such positions until resignation or removal in accordance with the terms of the certificate of incorporation and by-laws of the Surviving Corporation.

ARTICLE V

TERMINATION AND AMENDMENT

(a) This Agreement and Plan of Merger may be terminated or abandoned at any time prior to the effective time and date of the Merger by a written instrument executed by each of the parties hereto.

(b) This Agreement and Plan of Merger may be amended by a written instrument executed by each of the parties hereto.

ARTICLE VI

MISCELLANEOUS PROVISIONS

(a) This Agreement and Plan of Merger may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

(b) This Agreement and Plan of Merger shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

 

-3-


IN WITNESS WHEREOF, URNA and UR Merger Sub have caused this Agreement and Plan of Merger to be duly executed and delivered by their respective officers hereunto duly authorized as of the date first written above.

 

UNITED RENTALS (NORTH AMERICA), INC.
By:  

/s/ Jonathan M. Gottsegen

Name:   Jonathan M. Gottsegen
Title:  

Senior Vice President, General Counsel

and Corporate Secretary

 

UR MERGER SUB CORPORATION
By:  

/s/ Jonathan M. Gottsegen

Name:   Jonathan M. Gottsegen
Title:  

Senior Vice President, General Counsel

and Corporate Secretary

[Signature Page to Merger Agreement between United Rentals (North America, Inc. into UR Merger Sub Corporation]

Exhibit 4.1

UR FINANCING ESCROW CORPORATION

as the Company,

UR MERGER SUB CORPORATION

as the Successor,

and

UNITED RENTALS, INC.

and

THE SUBSIDIARIES LISTED ON SCHEDULE I

as Guarantors,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$1,325,000,000

7.625% Senior Notes due 2022


FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (“ Supplemental Indenture ”), dated as of April 30, 2012, among UR Financing Escrow Corporation, a Delaware corporation (the “ Company ”), UR Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings (as defined below) (the “ Successor ”), United Rentals, Inc., a Delaware corporation (“ Holdings ”), the Subsidiary Guarantors listed on Schedule I (together with Holdings, the “ Guarantors ”), and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”) under the Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company and the Trustee have entered into an Indenture, dated as of March 9, 2012 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), providing for the issuance by the Company of its 7.625% Senior Notes due 2022 (the “ Securities ”).

WHEREAS, the Company and the Successor have entered into an Agreement and Plan of Merger, dated April 30, 2012 (the “ Merger Agreement ”), which contemplates the filing of a certificate of merger with the Secretary of State of the State of Delaware providing for the merger (the “ Merger ”) of the Company with and into the Successor, with the Successor continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger;

WHEREAS, Section 8.01 of the Indenture provides, among other things, that the Company may merge with or into another Person; provided that , among other things, (i) the Person formed by any merger with or into the Company (if other than the Company) expressly assumes by a supplemental indenture executed and delivered to the Trustee all of the obligations of the Company under the Securities and the Indenture and (ii) the Indenture, as so supplemented, remains in full force and effect;

WHEREAS, Section 9.01(i) of the Indenture provides, among other things, that the Indenture and Securities may be amended or supplemented without the consent of any Holder to provide for the assumption of the Company’s obligations to Holders in the case of a merger consummated pursuant to Article VIII of the Indenture;

WHEREAS, the Successor desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing such assumption by the Successor;

WHEREAS, Section 10.16 of the Indenture provides that, to the extent not a party to the Indenture upon the original execution thereof, each Person required to become a Guarantor shall execute and deliver to the Trustee a supplemental indenture, pursuant to which it shall become a Guarantor under Article XIII of the Indenture and shall Guarantee the obligations of the Company (as defined in the Indenture) under the Indenture and the Securities;

 

-1-


WHEREAS, Section 9.01(i) of the Indenture provides, among other things, that the Indenture and Securities may be amended or supplemented without the consent of any Holder to add Guarantees with respect to the Securities;

WHEREAS, the Guarantors named herein desire to execute this Supplemental Indenture in order to evidence the Guarantors’ Guarantees under Article XIII of the Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the boards of directors of the Successor and the Guarantors; and

WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Successor, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE ONE

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF

THE SUCCESSOR AND THE GUARANTORS

The Successor and each Guarantor represents, warrants and agrees with the Trustee as follows:

SECTION 1.1. It is a corporation, limited partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its respective state of formation as set forth in the preamble hereto.

SECTION 1.2. The execution, delivery and performance by it of this Supplemental Indenture has been authorized and approved by all necessary corporate, limited partnership or limited liability action, as applicable, on its part and this Supplemental Indenture is its valid and legally binding obligation, enforceable against it in accordance with its terms.

SECTION 1.3. The Merger will become effective in accordance with the laws of the State of Delaware when the certificate of merger, with respect to the Merger, is accepted by the Secretary of State of the State of Delaware (the time the Merger becomes effective being the “ Effective Time ”). Notice of the Effective Time shall be promptly provided by the Successor to the Trustee.

SECTION 1.4. The Indenture, as supplemented by this Supplemental Indenture, shall remain in full force and effect in accordance with its terms immediately after the execution of this Supplemental Indenture.

 

-2-


ARTICLE TWO

ASSUMPTION AND AGREEMENTS

SECTION 2.1. As of the Effective Time, the Successor hereby assumes the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Securities, and the due and punctual performance and observance of all other covenants, conditions and other obligations contained in the Indenture on the part of the Company to be performed or observed.

SECTION 2.2. Securities authenticated and delivered after the execution of this Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this Supplemental Indenture.

SECTION 2.3. The Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Securities, with the same effect as if the Successor had been named as “the Company” therein.

ARTICLE THREE

GUARANTEES OF THE SECURITIES

SECTION 3.1. As of the Effective Time, the Guarantors named herein hereby agree, jointly and severally with all other Guarantors, to guarantee the Successor’s obligations under the Indenture and the Securities on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by all other applicable provisions of the Indenture applicable to “Guarantors.”

ARTICLE FOUR

MISCELLANEOUS

SECTION 4.1. Effectiveness . This Supplemental Indenture shall be effective upon execution by the parties hereto.

SECTION 4.2. Recitals . The recitals contained herein shall be taken as the statements of the Successor and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity of this Supplemental Indenture.

SECTION 4.3. Governing Law . THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

 

-3-


SECTION 4.4. Counterparts . The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 4.5 . Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

[ Signature pages follow ]

 

-4-


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

 

UR FINANCING ESCROW CORPORATION,

as the Company

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

UR MERGER SUB CORPORATION,

as the Successor

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer
UNITED RENTALS, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer
INFOMANAGER, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

UNITED RENTALS (DELAWARE), INC., as a

Guarantor

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

[ Signature Page to 2022 Notes Supplemental Indenture ]


UNITED RENTALS FINANCING LIMITED

PARTNERSHIP, BY UNITED RENTALS OF

NOVA SCOTIA (NO. 1), ULC, ITS

GENERAL PARTNER, as a Guarantor

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

UNITED RENTALS HIGHWAY

TECHNOLOGIES GULF, LLC, BY UNITED

RENTALS (NORTH AMERICA), INC., ITS

SOLE INITIAL, MEMBER, as a Guarantor

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer

UNITED RENTALS REALTY, LLC, BY

UNITED RENTALS (NORTH AMERICA),

INC., ITS MANAGING MEMBER, as a

Guarantor

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer
WYNNE SYSTEMS, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

[ Signature Page to 2022 Notes Supplemental Indenture ]


WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee

By:   /s/ Yana Kislenko
Name:   Yana Kislenko
Title:   Vice President

[ Signature Page to 2022 Notes Supplemental Indenture ]


SCHEDULE I

SUBSIDIARY GUARANTORS

 

Subsidiary Guarantor

  

Place of Formation

InfoManager, Inc.

   Texas

United Rentals (Delaware), Inc.

   Delaware

United Rentals Financing Limited Partnership

   Delaware

United Rentals Highway Technologies Gulf, LLC

   Delaware

United Rentals Realty, LLC

   Delaware

Wynne Systems, Inc.

   California

Exhibit 4.2

UR FINANCING ESCROW CORPORATION

as the Company,

UR MERGER SUB CORPORATION

as the Successor,

and

UNITED RENTALS, INC.

and

THE SUBSIDIARIES LISTED ON SCHEDULE I

as Guarantors,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$750,000,000

7.375% Senior Notes due 2020


FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (“ Supplemental Indenture ”), dated as of April 30, 2012, among UR Financing Escrow Corporation, a Delaware corporation (the “ Company ”), UR Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings (as defined below) (the “ Successor ”), United Rentals, Inc., a Delaware corporation (“ Holdings ”), the Subsidiary Guarantors listed on Schedule I (together with Holdings, the “ Guarantors ”), and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”) under the Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company and the Trustee have entered into an Indenture, dated as of March 9, 2012 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), providing for the issuance by the Company of its 7.375% Senior Notes due 2020 (the “ Securities ”).

WHEREAS, the Company and the Successor have entered into an Agreement and Plan of Merger, dated April 30, 2012 (the “ Merger Agreement ”), which contemplates the filing of a certificate of merger with the Secretary of State of the State of Delaware providing for the merger (the “ Merger ”) of the Company with and into the Successor, with the Successor continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger;

WHEREAS, Section 8.01 of the Indenture provides, among other things, that the Company may merge with or into another Person; provided that , among other things, (i) the Person formed by any merger with or into the Company (if other than the Company) expressly assumes by a supplemental indenture executed and delivered to the Trustee all of the obligations of the Company under the Securities and the Indenture and (ii) the Indenture, as so supplemented, remains in full force and effect;

WHEREAS, Section 9.01(i) of the Indenture provides, among other things, that the Indenture and Securities may be amended or supplemented without the consent of any Holder to provide for the assumption of the Company’s obligations to Holders in the case of a merger consummated pursuant to Article VIII of the Indenture;

WHEREAS, the Successor desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing such assumption by the Successor;

WHEREAS, Section 10.16 of the Indenture provides that, to the extent not a party to the Indenture upon the original execution thereof, each Person required to become a Guarantor shall execute and deliver to the Trustee a supplemental indenture, pursuant to which it shall become a Guarantor under Article XIII of the Indenture and shall Guarantee the obligations of the Company (as defined in the Indenture) under the Indenture and the Securities;

 

-1-


WHEREAS, Section 9.01(i) of the Indenture provides, among other things, that the Indenture and Securities may be amended or supplemented without the consent of any Holder to add Guarantees with respect to the Securities;

WHEREAS, the Guarantors named herein desire to execute this Supplemental Indenture in order to evidence the Guarantors’ Guarantees under Article XIII of the Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the boards of directors of the Successor and the Guarantors; and

WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Successor, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE ONE

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF

THE SUCCESSOR AND THE GUARANTORS

The Successor and each Guarantor represents, warrants and agrees with the Trustee as follows:

SECTION 1.1. It is a corporation, limited partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its respective state of formation as set forth in the preamble hereto.

SECTION 1.2. The execution, delivery and performance by it of this Supplemental Indenture has been authorized and approved by all necessary corporate, limited partnership or limited liability action, as applicable, on its part and this Supplemental Indenture is its valid and legally binding obligation, enforceable against it in accordance with its terms.

SECTION 1.3. The Merger will become effective in accordance with the laws of the State of Delaware when the certificate of merger, with respect to the Merger, is accepted by the Secretary of State of the State of Delaware (the time the Merger becomes effective being the “ Effective Time ”). Notice of the Effective Time shall be promptly provided by the Successor to the Trustee.

SECTION 1.4. The Indenture, as supplemented by this Supplemental Indenture, shall remain in full force and effect in accordance with its terms immediately after the execution of this Supplemental Indenture.

 

-2-


ARTICLE TWO

ASSUMPTION AND AGREEMENTS

SECTION 2.1. As of the Effective Time, the Successor hereby assumes the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Securities, and the due and punctual performance and observance of all other covenants, conditions and other obligations contained in the Indenture on the part of the Company to be performed or observed.

SECTION 2.2. Securities authenticated and delivered after the execution of this Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this Supplemental Indenture.

SECTION 2.3. The Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Securities, with the same effect as if the Successor had been named as “the Company” therein.

ARTICLE THREE

GUARANTEES OF THE SECURITIES

SECTION 3.1. As of the Effective Time, the Guarantors named herein hereby agree, jointly and severally with all other Guarantors, to guarantee the Successor’s obligations under the Indenture and the Securities on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by all other applicable provisions of the Indenture applicable to “Guarantors.”

ARTICLE FOUR

MISCELLANEOUS

SECTION 4.1. Effectiveness . This Supplemental Indenture shall be effective upon execution by the parties hereto.

SECTION 4.2. Recitals . The recitals contained herein shall be taken as the statements of the Successor and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity of this Supplemental Indenture.

SECTION 4.3. Governing Law . THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

SECTION 4.4. Counterparts . The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

-3-


SECTION 4.5. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

[ Signature pages follow ]

 

-4-


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

 

UR FINANCING ESCROW CORPORATION,

as the Company

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

 

UR MERGER SUB CORPORATION,

as the Successor

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

 

UNITED RENTALS, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer

 

INFOMANAGER, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

 

UNITED RENTALS (DELAWARE), INC.,

as a Guarantor

By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

[ Signature Page to 2020 Notes Supplemental Indenture ]


UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER, as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

 

UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER, as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer

 

UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER, as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer

 

WYNNE SYSTEMS, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

[ Signature Page to 2020 Notes Supplemental Indenture ]


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:   /s/ Yana Kislenko
Name:   Yana Kislenko
Title:   Vice President

[ Signature Page to 2020 Notes Supplemental Indenture ]


SCHEDULE I

SUBSIDIARY GUARANTORS

 

Subsidiary Guarantor

  

Place of Formation

InfoManager, Inc.

   Texas

United Rentals (Delaware), Inc.

   Delaware

United Rentals Financing Limited Partnership

   Delaware

United Rentals Highway Technologies Gulf, LLC

   Delaware

United Rentals Realty, LLC

   Delaware

Wynne Systems, Inc.

   California

Exhibit 4.3

UR FINANCING ESCROW CORPORATION

as the Company,

UR MERGER SUB CORPORATION

as the Successor,

and

UNITED RENTALS, INC.

and

THE SUBSIDIARIES LISTED ON SCHEDULE I

as Guarantors,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee and Notes Collateral Agent

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$750,000,000

5.75% Senior Secured Notes due 2018


FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (“ Supplemental Indenture ”), dated as of April 30, 2012, among UR Financing Escrow Corporation, a Delaware corporation (the “ Company ”), UR Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings (as defined below) (the “ Successor ”), United Rentals, Inc., a Delaware corporation (“ Holdings ”), the Subsidiary Guarantors listed on Schedule I (together with Holdings, the “ Guarantors ”), and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”) and notes collateral agent (“ Notes Collateral Agent ”) under the Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company and the Trustee have entered into an Indenture, dated as of March 9, 2012 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), providing for the issuance by the Company of its 5.75% Senior Secured Notes due 2018 (the “ Securities ”).

WHEREAS, the Company and the Successor have entered into an Agreement and Plan of Merger, dated April 30, 2012 (the “ Merger Agreement ”), which contemplates the filing of a certificate of merger with the Secretary of State of the State of Delaware providing for the merger (the “ Merger ”) of the Company with and into the Successor, with the Successor continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger;

WHEREAS, Section 8.01 of the Indenture provides, among other things, that the Company may merge with or into another Person; provided that , among other things, (i) the Person formed by any merger with or into the Company (if other than the Company) expressly assumes by a supplemental indenture executed and delivered to the Trustee all of the obligations of the Company under the Securities and the Indenture and (ii) the Indenture, as so supplemented, remains in full force and effect;

WHEREAS, Section 9.01(i) of the Indenture provides, among other things, that the Indenture and Securities may be amended or supplemented without the consent of any Holder to provide for the assumption of the Company’s obligations to Holders in the case of a merger consummated pursuant to Article VIII of the Indenture;

WHEREAS, the Successor desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing such assumption by the Successor;

WHEREAS, Section 10.16 of the Indenture provides that, to the extent not a party to the Indenture upon the original execution thereof, each Person required to become a Guarantor shall execute and deliver to the Trustee a supplemental indenture, pursuant to which it shall become a Guarantor under Article XIII of the Indenture and shall Guarantee the obligations of the Company (as defined in the Indenture) under the Indenture and the Securities;

 

-1-


WHEREAS, Section 9.01(i) of the Indenture provides, among other things, that the Indenture and Securities may be amended or supplemented without the consent of any Holder to add Guarantees with respect to the Securities;

WHEREAS, the Guarantors named herein desire to execute this Supplemental Indenture in order to evidence the Guarantors’ Guarantees under Article XIII of the Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the boards of directors of the Successor and the Guarantors; and

WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Successor, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE ONE

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF

THE SUCCESSOR AND THE GUARANTORS

The Successor and each Guarantor represents, warrants and agrees with the Trustee as follows:

SECTION 1.1. It is a corporation, limited partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its respective state of formation as set forth in the preamble hereto.

SECTION 1.2. The execution, delivery and performance by it of this Supplemental Indenture has been authorized and approved by all necessary corporate, limited partnership or limited liability action, as applicable, on its part and this Supplemental Indenture is its valid and legally binding obligation, enforceable against it in accordance with its terms.

SECTION 1.3. The Merger will become effective in accordance with the laws of the State of Delaware when the certificate of merger, with respect to the Merger, is accepted by the Secretary of State of the State of Delaware (the time the Merger becomes effective being the “ Effective Time ”). Notice of the Effective Time shall be promptly provided by the Successor to the Trustee.

SECTION 1.4. The Indenture, as supplemented by this Supplemental Indenture, shall remain in full force and effect in accordance with its terms immediately after the execution of this Supplemental Indenture.

 

-2-


ARTICLE TWO

ASSUMPTION AND AGREEMENTS

SECTION 2.1. As of the Effective Time, the Successor hereby assumes the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Securities, and the due and punctual performance and observance of all other covenants, conditions and other obligations contained in the Indenture on the part of the Company to be performed or observed.

SECTION 2.2. Securities authenticated and delivered after the execution of this Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this Supplemental Indenture.

SECTION 2.3. The Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Securities, with the same effect as if the Successor had been named as “the Company” therein.

ARTICLE THREE

GUARANTEES OF THE SECURITIES

SECTION 3.1. As of the Effective Time, the Guarantors named herein hereby agree, jointly and severally with all other Guarantors, to guarantee the Successor’s obligations under the Indenture and the Securities on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by all other applicable provisions of the Indenture applicable to “Guarantors.”

ARTICLE FOUR

MISCELLANEOUS

SECTION 4.1. Effectiveness . This Supplemental Indenture shall be effective upon execution by the parties hereto.

SECTION 4.2. Recitals . The recitals contained herein shall be taken as the statements of the Successor and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity of this Supplemental Indenture.

SECTION 4.3. Governing Law . THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

SECTION 4.4. Counterparts . The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

-3-


SECTION 4.5. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

[ Signature pages follow ]

 

-4-


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

 

UR FINANCING ESCROW CORPORATION,
as the Company
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

 

UR MERGER SUB CORPORATION,
as the Successor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

 

UNITED RENTALS, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer

 

INFOMANAGER, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

 

UNITED RENTALS (DELAWARE), INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

[ Signature Page to 2018 Secured Notes Supplemental Indenture ]


UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER, as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

 

UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER, as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer

 

UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER, as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Senior Vice President and Treasurer

 

WYNNE SYSTEMS, INC., as a Guarantor
By:   /s/ Irene Moshouris
Name:   Irene Moshouris
Title:   Vice President and Treasurer

[ Signature Page to 2018 Secured Notes Supplemental Indenture ]


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent
By:   /s/ Yana Kislenko
Name:   Yana Kislenko
Title:   Vice President

[ Signature Page to 2018 Secured Notes Supplemental Indenture ]


SCHEDULE I

SUBSIDIARY GUARANTORS

 

Subsidiary Guarantor

  

Place of Formation

InfoManager, Inc.

   Texas

United Rentals (Delaware), Inc.

   Delaware

United Rentals Financing Limited Partnership

   Delaware

United Rentals Highway Technologies Gulf, LLC

   Delaware

United Rentals Realty, LLC

   Delaware

Wynne Systems, Inc.

   California

Exhibit 4.4

EXECUTION VERSION

UNITED RENTALS (NORTH AMERICA), INC.

as the Company,

and

UNITED RENTALS, INC.

and

THE SUBSIDIARIES LISTED ON SCHEDULE I

as Guarantors,

and

UR MERGER SUB CORPORATION

as the Surviving Entity,

and

THE BANK OF NEW YORK MELLON

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$500,000,000

9.25% Senior Notes due 2019


FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (the “ First Supplemental Indenture ”) to the Indenture, dated as of November 17, 2009 (the “ Original Indenture ”, and, as supplemented hereby, the “ Indenture ”), is entered into as of April 30, 2012, among UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation (herein called the “ Company ”), UNITED RENTALS, INC., a Delaware corporation (herein called “ Holdings ”), THE COMPANIES LISTED ON SCHEDULE I (herein called the “ Subsidiary Guarantors ”), UR MERGER SUB CORPORATION, a Delaware corporation (herein called the “ Surviving Entity ”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its principal corporate trust office at 101 Barclay Street, New York, New York, 10286, as Trustee (herein called the “ Trustee ”).

RECITALS OF THE COMPANY

The Company and the Trustee have entered into the Original Indenture, providing for the issuance by the Company of its 9.25% Senior Notes due 2019 (the “ Securities ”).

The Company and the Surviving Entity have entered into an Agreement and Plan of Merger, dated April 30, 2012, which contemplates the filing of a certificate of merger with the Secretary of State of the State of Delaware providing for the merger (the “ Merger ”) of the Company with and into the Surviving Entity, with the Surviving Entity continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger.

Pursuant to Section 8.01 of the Original Indenture, the Company may merge with and into another Person, provided that, among other things, (i) the Person formed by any merger with and into the Company (if other than the Company) expressly assumes by a supplemental indenture executed and delivered to the Trustee all the obligations of the Company under the Indenture and the Securities and (ii) the Indenture, as so supplemented, and the Securities remain in full force and effect.

Pursuant to Section 9.01 of the Original Indenture, the Indenture and the Securities may be amended or supplemented without the consent of any Holder to provide for the assumption of the Company’s obligations to Holders in the case of a merger consummated pursuant to Article VIII of the Indenture.

Pursuant to Section 9.01 of the Original Indenture, the Company, Holdings, the Subsidiary Guarantors and the Trustee may make such amendment, waiver or supplement so long as such amendment, waiver or supplement does not adversely affect the rights of Holders, subject to the fulfillment of certain other conditions set forth therein.

The amendments contained herein do not adversely affect the rights of Holders.

The Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee wish to supplement the Original Indenture so that the Surviving Entity expressly assumes all the obligations of the Company under the Original Indenture and the Securities.

The Surviving Entity desires and has requested that the Trustee join in the execution of this First Supplemental Indenture for the purpose of evidencing such assumption by the Surviving Entity.

The entry into this First Supplemental Indenture by the Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee is in all respects authorized by the provisions of the Original Indenture.

 

-1-


The execution and delivery of this First Supplemental Indenture has been authorized by resolutions of the board of directors of the Surviving Entity.

All acts and requirements necessary to make this First Supplemental Indenture a valid agreement of the Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee and a valid supplement to the Original Indenture have been done.

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . Capitalized terms used in this First Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Original Indenture.

ARTICLE II

ASSUMPTION

Section 2.01. Successor under the Indenture . For valuable consideration, the receipt of which is hereby acknowledged, the Surviving Entity hereby agrees with the Company, Holdings, the Subsidiary Guarantors, the Holders of the Securities and the Trustee that, concurrently with the execution and delivery of this First Supplemental Indenture by the Surviving Entity and the merger of the Company with and into the Surviving Entity, the Surviving Entity shall assume all of the obligations of the Company for the purposes of the Indenture and for purposes of all amounts due and owing on the Securities outstanding under the Indenture.

Section 2.02. Rights and Obligations of the Surviving Entity . The rights and obligations of the Surviving Entity and the restrictions imposed upon it under the Indenture shall be the same in all respects as if the Surviving Entity had been named as the Company under the Original Indenture.

Section 2.03. Securities . Securities authenticated and delivered after the execution of this First Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this First Supplemental Indenture.

Section 2.04. Amendment to the Indenture . The Indenture is hereby amended so as to deem all references to the “ Company ” to be references to UR Merger Sub Corporation and its successors and permitted assigns.

ARTICLE III

MISCELLANEOUS

Section 3.01. Notice . The Surviving Entity agrees that all notices that may be delivered pursuant to the Indenture may be delivered to it at the following address:

 

   Address:            c/o United Rentals, Inc.
              Five Greenwich Office Park
              Greenwich, CT 06830
   Attention:            Corporate Secretary

 

-2-


Section 3.02. Effectiveness of First Supplemental Indenture . This First Supplemental Indenture shall be effective upon (a) its execution and delivery by the parties hereto and (b) the merger of the Company with and into the Surviving Entity.

Section 3.03. Relation to Original Indenture . This First Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Securities issued thereunder shall continue in full force and effect.

Section 3.04. Concerning the Trustee . The Trustee shall not be responsible for any recital herein (other than as they appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Surviving Entity, the Company, Holdings or the Subsidiary Guarantors, or the validity of the execution by the Surviving Entity, the Company, Holdings or the Subsidiary Guarantors of this First Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.

Section 3.05. Effect of Headings . The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

Section 3.06. Counterparts . This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

Section 3.07. Governing Law . This instrument shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.

[signature pages follow]

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

 

UNITED RENTALS (NORTH AMERICA) INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer

 

UNITED RENTALS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer

 

INFOMANAGER, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

UNITED RENTALS (DELAWARE), INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

 

[ Signature Page to 9.25% Senior Notes First Supplemental Indenture ]


UNITED RENTALS FINANCING

LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1),

ULC, ITS GENERAL PARTNER

By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

UNITED RENTALS HIGHWAY

TECHNOLOGIES GULF, LLC, BY

UNITED RENTALS (NORTH AMERICA),

INC., ITS SOLE INITIAL MEMBER

By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer

 

UNITED RENTALS REALTY, LLC, BY

UNITED RENTALS (NORTH AMERICA),

INC., ITS MANAGING MEMBER

By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer

 

WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to 9.25% Senior Notes First Supplemental Indenture ]


UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

[ Signature Page to 9.25% Senior Notes First Supplemental Indenture ]


THE BANK OF NEW YORK MELLON, AS TRUSTEE
By:   /s/ Timothy W. Casey
  Name:   Timothy W. Casey
  Title:   Vice President

 

[ Signature Page to 9.25% Senior Notes First Supplemental Indenture ]


SCHEDULE I

SUBSIDIARY GUARANTORS

InfoManager, Inc.

United Rentals (Delaware), Inc.

United Rentals Financing Limited Partnership

United Rentals Highway Technologies Gulf, LLC

United Rentals Realty, LLC

Wynne Systems, Inc.

Exhibit 4.5

UNITED RENTALS (NORTH AMERICA), INC.

as the Company,

and

UNITED RENTALS, INC.

and

THE SUBSIDIARIES LISTED ON SCHEDULE I

as Guarantors,

and

UR MERGER SUB CORPORATION

as the Surviving Entity,

and

THE BANK OF NEW YORK MELLON

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$500,000,000

10.875% Senior Notes due 2016


FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (the “ First Supplemental Indenture ”) to the Indenture, dated as of June 9, 2009 (the “ Original Indenture ”, and, as supplemented hereby, the “ Indenture ”), is entered into as of April 30, 2012, among UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation (herein called the “ Company ”), UNITED RENTALS, INC., a Delaware corporation (herein called “ Holdings ”), THE COMPANIES LISTED ON SCHEDULE I (herein called the “ Subsidiary Guarantors ”), UR MERGER SUB CORPORATION, a Delaware corporation (herein called the “ Surviving Entity ”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its principal corporate trust office at 101 Barclay Street, New York, New York, 10286, as Trustee (herein called the “ Trustee ”).

RECITALS OF THE COMPANY

The Company and the Trustee have entered into the Original Indenture, providing for the issuance by the Company of its 10.875% Senior Notes due 2016 (the “ Securities ”).

The Company and the Surviving Entity have entered into an Agreement and Plan of Merger, dated April 30, 2012, which contemplates the filing of a certificate of merger with the Secretary of State of the State of Delaware providing for the merger (the “ Merger ”) of the Company with and into the Surviving Entity, with the Surviving Entity continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger.

Pursuant to Section 8.01 of the Original Indenture, the Company may merge with and into another Person, provided that, among other things, (i) the Person formed by any merger with and into the Company (if other than the Company) expressly assumes by a supplemental indenture executed and delivered to the Trustee all the obligations of the Company under the Indenture and the Securities and (ii) the Indenture, as so supplemented, and the Securities remain in full force and effect.

Pursuant to Section 9.01 of the Original Indenture, the Indenture and the Securities may be amended or supplemented without the consent of any Holder to provide for the assumption of the Company’s obligations to Holders in the case of a merger consummated pursuant to Article VIII of the Indenture.

Pursuant to Section 9.01 of the Original Indenture, the Company, Holdings, the Subsidiary Guarantors and the Trustee may make such amendment, waiver or supplement so long as such amendment, waiver or supplement does not adversely affect the rights of Holders, subject to the fulfillment of certain other conditions set forth therein.

The amendments contained herein do not adversely affect the rights of Holders.

The Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee wish to supplement the Original Indenture so that the Surviving Entity expressly assumes all the obligations of the Company under the Original Indenture and the Securities.

The Surviving Entity desires and has requested that the Trustee join in the execution of this First Supplemental Indenture for the purpose of evidencing such assumption by the Surviving Entity.

The entry into this First Supplemental Indenture by the Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee is in all respects authorized by the provisions of the Original Indenture.

 

-1-


The execution and delivery of this First Supplemental Indenture has been authorized by resolutions of the board of directors of the Surviving Entity.

All acts and requirements necessary to make this First Supplemental Indenture a valid agreement of the Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee and a valid supplement to the Original Indenture have been done.

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . Capitalized terms used in this First Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Original Indenture.

ARTICLE II

ASSUMPTION

Section 2.01. Successor under the Indenture . For valuable consideration, the receipt of which is hereby acknowledged, the Surviving Entity hereby agrees with the Company, Holdings, the Subsidiary Guarantors, the Holders of the Securities and the Trustee that, concurrently with the execution and delivery of this First Supplemental Indenture by the Surviving Entity and the merger of the Company with and into the Surviving Entity, the Surviving Entity shall assume all of the obligations of the Company for the purposes of the Indenture and for purposes of all amounts due and owing on the Securities outstanding under the Indenture.

Section 2.02. Rights and Obligations of the Surviving Entity . The rights and obligations of the Surviving Entity and the restrictions imposed upon it under the Indenture shall be the same in all respects as if the Surviving Entity had been named as the Company under the Original Indenture.

Section 2.03. Securities . Securities authenticated and delivered after the execution of this First Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this First Supplemental Indenture.

Section 2.04. Amendment to the Indenture . The Indenture is hereby amended so as to deem all references to the “ Company ” to be references to UR Merger Sub Corporation and its successors and permitted assigns.

ARTICLE III

MISCELLANEOUS

Section 3.01. Notice . The Surviving Entity agrees that all notices that may be delivered pursuant to the Indenture may be delivered to it at the following address:

 

   Address:            c/o United Rentals, Inc.
              Five Greenwich Office Park
              Greenwich, CT 06830
   Attention:            Corporate Secretary

 

-2-


Section 3.02. Effectiveness of First Supplemental Indenture . This First Supplemental Indenture shall be effective upon (a) its execution and delivery by the parties hereto and (b) the merger of the Company with and into the Surviving Entity.

Section 3.03. Relation to Original Indenture . This First Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Securities issued thereunder shall continue in full force and effect.

Section 3.04. Concerning the Trustee . The Trustee shall not be responsible for any recital herein (other than as they appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Surviving Entity, the Company, Holdings or the Subsidiary Guarantors, or the validity of the execution by the Surviving Entity, the Company, Holdings or the Subsidiary Guarantors of this First Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.

Section 3.05. Effect of Headings . The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

Section 3.06. Counterparts . This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

Section 3.07. Governing Law . This instrument shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.

[signature pages follow]

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

 

UNITED RENTALS (NORTH AMERICA), INC.
  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Senior Vice President and Treasurer
UNITED RENTALS, INC.
  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Senior Vice President and Treasurer
INFOMANAGER, INC.
  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Vice President and Treasurer
UNITED RENTALS (DELAWARE), INC.
  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Vice President and Treasurer

[ Signature Page to 10.875% Senior Notes First Supplemental Indenture ]


UNITED RENTALS FINANCING

LIMITED PARTNERSHIP, BY UNITED

RENTALS OF NOVA SCOTIA (NO. 1),

ULC, ITS GENERAL PARTNER

  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Vice President and Treasurer

UNITED RENTALS HIGHWAY

TECHNOLOGlES GULF, LLC, BY

UNITED RENTALS (NORTH AMERICA),

INC., ITS SOLE INITIAL MEMBER

  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Senior Vice President and Treasurer

UNITED RENTALS REALTY, LLC, BY

UNITED RENTALS (NORTH AMERICA),

INC., ITS MANAGING MEMBER

  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Senior Vice President and Treasurer
WYNNE SYSTEMS, INC.
  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Vice President and Treasurer

[ Signature Page to 10.875% Senior Notes First Supplemental Indenture ]


UR MERGER SUB CORPORATION
  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Vice President and Treasurer

[ Signature Page to 10.875% Senior Notes First Supplemental Indenture ]


THE BANK OF NEW YORK MELLON, AS

TRUSTEE

  By:   /s/ Timothy W. Casey
    Name:   Timothy W. Casey
    Title:   Vice President

[ Signature Page to 10.875% Senior Notes First Supplemental Indenture ]


SCHEDULE I

SUBSIDIARY GUARANTORS

InfoManager, Inc.

United Rentals (Delaware), Inc.

United Rentals Financing Limited Partnership

United Rentals Highway Technologies Gulf, LLC

United Rentals Realty, LLC

Wynne Systems, Inc.

Exhibit 4.6

UNITED RENTALS (NORTH AMERICA), INC.

as the Company,

and

UNITED RENTALS, INC.

and

THE SUBSIDIARIES LISTED ON SCHEDULE I

as Guarantors,

and

UR MERGER SUB CORPORATION

as the Surviving Entity,

and

THE BANK OF NEW YORK MELLON

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$750,000,000

8.375% Senior Subordinated Notes due 2020


SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE (the “ Second Supplemental Indenture ”) to the Indenture, dated as of October 26, 2010 (as supplemented prior to the date hereof, the “ Original Indenture ”, and, as supplemented hereby, the “ Indenture ”), is entered into as of April 30, 2012, among UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation (herein called the “ Company ”), UNITED RENTALS, INC., a Delaware corporation (herein called “ Holdings ”), THE COMPANIES LISTED ON SCHEDULE I (herein called the “ Subsidiary Guarantors ”), UR MERGER SUB CORPORATION, a Delaware corporation (herein called the “ Surviving Entity ”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its principal corporate trust office at 101 Barclay Street, New York, New York, 10286, as Trustee (herein called the “ Trustee ”).

RECITALS OF THE COMPANY

The Company and the Trustee have entered into the Original Indenture, providing for the issuance by the Company of its 8.375% Senior Subordinated Notes due 2020 (the “ Securities ”).

The Company and the Trustee have entered into the First Supplemental Indenture, dated as of December 1, 2010, providing for additional guarantees by certain Subsidiary Guarantors of the Company’s obligations under the Original Indenture.

The Company and the Surviving Entity have entered into an Agreement and Plan of Merger, dated April 30, 2012, which contemplates the filing of a certificate of merger with the Secretary of State of the State of Delaware providing for the merger (the “ Merger ”) of the Company with and into the Surviving Entity, with the Surviving Entity continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger.

Pursuant to Section 8.01 of the Original Indenture, the Company may merge with and into another Person, provided that, among other things, (i) the Person formed by any merger with and into the Company (if other than the Company) expressly assumes by a supplemental indenture executed and delivered to the Trustee all the obligations of the Company under the Indenture and the Securities and (ii) the Indenture, as so supplemented, and the Securities remain in full force and effect.

Pursuant to Section 9.01 of the Original Indenture, the Indenture and the Securities may be amended or supplemented without the consent of any Holder to provide for the assumption of the Company’s obligations to Holders in the case of a merger consummated pursuant to Article VIII of the Indenture.

Pursuant to Section 9.01 of the Original Indenture, the Company, Holdings, the Subsidiary Guarantors and the Trustee may make such amendment, waiver or supplement so long as such amendment, waiver or supplement does not adversely affect the rights of Holders, subject to the fulfillment of certain other conditions set forth therein.

The amendments contained herein do not adversely affect the rights of Holders.

The Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee wish to supplement the Original Indenture so that the Surviving Entity expressly assumes all the obligations of the Company under the Original Indenture and the Securities.

The Surviving Entity desires and has requested that the Trustee join in the execution of this Second Supplemental Indenture for the purpose of evidencing such assumption by the Surviving Entity.

 

-1-


The entry into this Second Supplemental Indenture by the Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee is in all respects authorized by the provisions of the Original Indenture.

The execution and delivery of this Second Supplemental Indenture has been authorized by resolutions of the board of directors of the Surviving Entity.

All acts and requirements necessary to make this Second Supplemental Indenture a valid agreement of the Surviving Entity, the Company, Holdings, the Subsidiary Guarantors and the Trustee and a valid supplement to the Original Indenture have been done.

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . Capitalized terms used in this Second Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Original Indenture.

ARTICLE II

ASSUMPTION

Section 2.01. Successor under the Indenture . For valuable consideration, the receipt of which is hereby acknowledged, the Surviving Entity hereby agrees with the Company, Holdings, the Subsidiary Guarantors, the Holders of the Securities and the Trustee that, concurrently with the execution and delivery of this Second Supplemental Indenture by the Surviving Entity and the merger of the Company with and into the Surviving Entity, the Surviving Entity shall assume all of the obligations of the Company for the purposes of the Indenture and for purposes of all amounts due and owing on the Securities outstanding under the Indenture.

Section 2.02. Rights and Obligations of the Surviving Entity . The rights and obligations of the Surviving Entity and the restrictions imposed upon it under the Indenture shall be the same in all respects as if the Surviving Entity had been named as the Company under the Original Indenture.

Section 2.03. Securities . Securities authenticated and delivered after the execution of this Second Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this Second Supplemental Indenture.

Section 2.04. Amendment to the Indenture . The Indenture is hereby amended so as to deem all references to the “ Company ” to be references to UR Merger Sub Corporation and its successors and permitted assigns.

ARTICLE III

MISCELLANEOUS

Section 3.01. Notice . The Surviving Entity agrees that all notices that may be delivered pursuant to the Indenture may be delivered to it at the following address:

 

Address:    c/o United Rentals, Inc.
   Five Greenwich Office Park
   Greenwich, CT 06830
Attention:    Corporate Secretary

 

-2-


Section 3.02. Effectiveness of Second Supplemental Indenture . This Second Supplemental Indenture shall be effective upon (a) its execution and delivery by the parties hereto and (b) the merger of the Company with and into the Surviving Entity.

Section 3.03. Relation to Original Indenture . This Second Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Securities issued thereunder shall continue in full force and effect.

Section 3.04. Concerning the Trustee . The Trustee shall not be responsible for any recital herein (other than as they appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Surviving Entity, the Company, Holdings or the Subsidiary Guarantors, or the validity of the execution by the Surviving Entity, the Company, Holdings or the Subsidiary Guarantors of this Second Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.

Section 3.05. Effect of Headings . The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

Section 3.06. Counterparts . This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

Section 3.07. Governing Law . This instrument shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.

[signature pages follow]

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.

 

UNITED RENTALS (NORTH AMERICA), INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
UNITED RENTALS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
INFOMANAGER, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS (DELAWARE), INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to 8.375% Senior Subordinated Notes Second Supplemental Indenture ]


UNITED RENTALS FINANCING
LIMITED PARTNERSHIP, BY UNITED
RENTALS OF NOVA SCOTIA (NO. 1),
ULC, ITS GENERAL PARTNER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS HIGHWAY
TECHNOLOGIES GULF, LLC, BY
UNITED RENTALS (NORTH AMERICA),
INC., ITS SOLE INITIAL MEMBER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
UNITED RENTALS REALTY, LLC, BY
UNITED RENTALS (NORTH AMERICA),
INC., ITS MANAGING MEMBER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to 8.375% Senior Subordinated Notes Second Supplemental Indenture ]


UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to 8.375% Senior Subordinated Notes Second Supplemental Indenture ]


THE BANK OF NEW YORK MELLON, AS TRUSTEE
By:   /s/ Timothy W. Casey
  Name:   Timothy W. Casey
  Title:   Vice President

[ Signature Page to 8.375% Senior Subordinated Notes Second Supplemental Indenture ]


SCHEDULE I

SUBSIDIARY GUARANTORS

InfoManager, Inc.

United Rentals (Delaware), Inc.

United Rentals Financing Limited Partnership

United Rentals Highway Technologies Gulf, LLC

United Rentals Realty, LLC

Wynne Systems, Inc.

Exhibit 4.7

UNITED RENTALS (NORTH AMERICA), INC.

as the Company,

and

UNITED RENTALS, INC.

as the Guarantor,

and

UR MERGER SUB CORPORATION

as the Surviving Entity,

and

THE BANK OF NEW YORK MELLON

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$22,000,000

1.875% Convertible Senior Subordinated Notes due 2023


SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) to the Indenture, dated as of October 31, 2003 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Indenture,” and, as supplemented hereby, the “Indenture”), is entered into as of April 30, 2012, among UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation (herein called the “Company”), UNITED RENTALS, INC., a Delaware corporation (herein called “Holdings”), UR MERGER SUB CORPORATION, a Delaware corporation (herein called the “Surviving Entity”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having its principal corporate trust office at 101 Barclay Street, New York, New York, 10286, as Trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

The Company, Holdings and the Trustee have entered into the Original Indenture, providing for the issuance by the Company of its 1.875% Convertible Senior Subordinated Notes due 2023 (the “Securities”).

The Company and the Surviving Entity have entered into an Agreement and Plan of Merger, dated April 30, 2012, which contemplates the filing of a certificate of merger with the Secretary of State of the State of Delaware providing for the merger (the “Merger”) of the Company with and into the Surviving Entity, with the Surviving Entity continuing its corporate existence under the laws of the State of Delaware as the surviving corporation of the Merger.

Pursuant to Section 8.01 of the Original Indenture, the Company may merge with and into another Person, provided that, among other things, (i) the Person formed by any merger with and into the Company (if other than the Company) expressly assumes by a supplemental indenture executed and delivered to the Trustee all the obligations of the Company under the Indenture and the Securities and (ii) the Indenture, as so supplemented, the Securities and the Guarantee remain in full force and effect.

Pursuant to Section 9.01 of the Original Indenture, the Indenture and the Securities may be amended or supplemented without the consent of any Holder to provide for the assumption of the Company’s obligations to Holders in the case of a merger consummated pursuant to Article VIII of the Indenture.

Pursuant to Section 9.01 of the Original Indenture, the Company, Holdings and the Trustee may make such amendment, waiver or supplement so long as such amendment, waiver or supplement does not adversely affect the rights of Holders, subject to the fulfillment of certain other conditions set forth therein.

The amendments contained herein do not adversely affect the rights of Holders.

The Surviving Entity, the Company, Holdings and the Trustee wish to supplement the Original Indenture so that the Surviving Entity expressly assumes all the obligations of the Company under the Original Indenture and the Securities.

The Surviving Entity desires and has requested that the Trustee join in the execution of this Second Supplemental Indenture for the purpose of evidencing such assumption by the Surviving Entity.

The entry into this Second Supplemental Indenture by the Surviving Entity, the Company, Holdings and the Trustee is in all respects authorized by the provisions of the Original Indenture.

 

-1-


The execution and delivery of this Second Supplemental Indenture has been authorized by resolutions of the board of directors of the Surviving Entity.

All acts and requirements necessary to make this Second Supplemental Indenture a valid agreement of the Surviving Entity, the Company, Holdings and the Trustee and a valid supplement to the Original Indenture have been done.

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . Capitalized terms used in this Second Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Original Indenture.

ARTICLE II

ASSUMPTION

Section 2.01. Successor under the Indenture . For valuable consideration, the receipt of which is hereby acknowledged, the Surviving Entity hereby agrees with the Company, Holdings, the Holders of the Securities and the Trustee that, concurrently with the execution and delivery of this Second Supplemental Indenture by the Surviving Entity and the merger of the Company with and into the Surviving Entity, the Surviving Entity shall assume all of the obligations of the Company for the purposes of the Indenture and for purposes of all amounts due and owing on the Securities outstanding under the Indenture.

Section 2.02. Rights and Obligations of the Surviving Entity . The rights and obligations of the Surviving Entity and the restrictions imposed upon it under the Indenture shall be the same in all respects as if the Surviving Entity had been named as the Company under the Original Indenture.

Section 2.03. Securities . Securities authenticated and delivered after the execution of this Second Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this Second Supplemental Indenture.

Section 2.04. Amendment to the Indenture . The Indenture is hereby amended so as to deem all references to the “Company” to be references to UR Merger Sub Corporation and its successors and permitted assigns.

ARTICLE III

MISCELLANEOUS

Section 3.01. Notice . The Surviving Entity agrees that all notices that may be delivered pursuant to the Indenture may be delivered to it at the following address:

 

Address:    c/o United Rentals, Inc.
  

Five Greenwich Office Park

Greenwich, CT 06830

Attention:    Corporate Secretary

 

-2-


Section 3.02. Effectiveness of Second Supplemental Indenture . This Second Supplemental Indenture shall be effective upon (a) its execution and delivery by the parties hereto and (b) the merger of the Company with and into the Surviving Entity.

Section 3.03. Relation to Original Indenture . This Second Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture, the Securities and the Guarantee issued thereunder shall continue in full force and effect.

Section 3.04. Concerning the Trustee . The Trustee shall not be responsible for any recital herein (other than as they appear and as they apply to the Trustee) as such recitals shall be taken as statements of the Surviving Entity, the Company or Holdings, or the validity of the execution by the Surviving Entity, the Company or Holdings of this Second Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this instrument.

Section 3.05. Effect of Headings . The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

Section 3.06. Counterparts . This instrument may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

Section 3.07. Governing Law . This instrument shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.

[signature pages follow]

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.

 

UNITED RENTALS (NORTH AMERICA) INC.
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Senior Vice President and Treasurer
UNITED RENTALS, INC.
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Senior Vice President and Treasurer
UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page for URNA 1.875% Convertible Senior Subordinated Notes Second Supplemental Indenture ]


THE BANK OF NEW YORK MELLON, AS TRUSTEE
By:   /s/ Timothy W. Casey
  Name: Timothy W. Casey
  Title:   Vice President

[ Signature Page for URNA 1.875% Convertible Senior Subordinated Notes Second Supplemental Indenture ]

Exhibit 4.8

UR MERGER SUB CORPORATION

as the Successor Company

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$200,000,000

10.25% Senior Notes due 2019


FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE, dated as of April 30, 2012 (this “ Supplemental Indenture ”), between UR Merger Sub Company, a corporation duly organized and existing under the laws of the State of Delaware (the “ Successor Company ”), and Wells Fargo Bank, National Association, as Trustee (the “ Trustee ”), under the Indenture referred to below.

WITNESSETH:

WHEREAS, RSC Equipment Rental, Inc. (“ RSC Equipment ”) and RSC Holdings III, LLC (“ RSC III ” and, together with RSC Equipment, the “ Predecessor Companies ”) and the Trustee have heretofore become parties to an Indenture, dated as of November 17, 2009 (the “ Indenture ”), providing for the issuance of 10.25% Senior Notes due 2019 of RSC III (the “ Notes ”);

WHEREAS, the Successor Company is the successor by merger to the Predecessor Companies pursuant to the merger of RSC Equipment with and into RSC III, with RSC III as the surviving corporation, and the merger of RSC III with and into the Successor Company, with the Successor Company as the surviving corporation, and Section 501 of the Indenture contemplates that the Successor Company will execute and deliver to the Trustee a supplemental indenture pursuant to which the Successor Company shall expressly assume all the obligations of the Predecessor Companies under the Indenture and the Notes;

WHEREAS, the Successor Company desires to enter into such supplemental indenture for good and valuable consideration; and

WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor Company and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2. Assumption . The Successor Company hereby expressly assumes and agrees promptly to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by the Predecessor Companies under the Indenture and the Notes. The Successor Company hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Notes and agrees that it shall be the successor company and shall succeed to, and be substituted for, and may exercise every right and power of the Predecessor Companies, as the Predecessor Companies, under the Indenture and the Notes.

3. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE SUCCESSOR COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

 

-1-


4. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

5. Counterparts . The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

6. Headings . The Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

UR MERGER SUB CORPORATION
  By:   /s/ Irene Moshouris
    Name:   Irene Moshouris
    Title:   Vice President and Treasurer

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
  By:   /s/ Yana Kislenko
    Name:   Yana Kislenko
    Title:   Vice President

[ Signature Page to RSC 10.25% Senior Notes First Supplemental Indenture ]

Exhibit 4.9

UR MERGER SUB CORPORATION

as the Successor Company,

and

THE SUBSIDIARIES LISTED ON SCHEDULE I

as Subsidiary Guarantors,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$200,000,000

10.25% Senior Notes due 2019


SECOND SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE, dated as of April 30, 2012 (this “ Supplemental Indenture ”), among UR Merger Sub Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “ Successor Company ”), the companies listed on Schedule I (the “ Subsidiary Guarantors ”), and Wells Fargo Bank, National Association, as Trustee (the “ Trustee ”), under the Indenture referred to below.

WITNESSETH:

WHEREAS, RSC Equipment Rental, Inc. (“ RSC Equipment ”), RSC Holdings III, LLC (“ RSC III ” and, together with RSC Equipment, the “ Predecessor Companies ”) and the Trustee have heretofore become parties to an Indenture, dated as of November 17, 2009 (the “ Indenture ”), providing for the issuance of 10.25% Senior Notes due 2019 of RSC III (the “ Notes ”);

WHEREAS, pursuant to the First Supplemental Indenture, dated as of April 30, 2012, to the Indenture, the Successor Company as successor by merger to the Predecessor Companies expressly assumed all the obligations of the Predecessor Companies under the Indenture and the Notes;

WHEREAS, Section 1308 of the Indenture provides that the Successor Company is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall guarantee the Successor Company’s Subsidiary Guaranteed Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;

WHEREAS, each Subsidiary Guarantor desires to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition of the Successor Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed; and

WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2. Agreement to Guarantee . Each Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor.

3. Termination, Release and Discharge . Each Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and each Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture.

 

-1-


4. Parties . Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of each Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture.

5. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE SUCCESSOR COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

6. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

7. Counterparts . The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

8. Headings . The Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Vice President and Treasurer
INFOMANAGER, INC.
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS (DELAWARE), INC.
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Senior Vice President and Treasurer

[ Signature Page to 10.25% Senior Notes Second Supplemental Indenture ]


UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Senior Vice President and Treasurer
WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to 10.25% Senior Notes Second Supplemental Indenture ]


WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By:   /s/ Yana Kislenko
  Name: Yana Kislenko
  Title: Vice President

[ Signature Page to 10.25% Senior Notes Second Supplemental Indenture ]


SCHEDULE I

SUBSIDIARY GUARANTORS

InfoManager, Inc.

United Rentals (Delaware), Inc.

United Rentals Financing Limited Partnership

United Rentals Highway Technologies Gulf, LLC

United Rentals Realty, LLC

Wynne Systems, Inc.

Exhibit 4.10

UR MERGER SUB CORPORATION

as the Successor Company

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$650,000,000

8.25% Senior Notes due 2021


FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE, dated as of April 30, 2012 (this “ Supplemental Indenture ”), between UR Merger Sub Company, a corporation duly organized and existing under the laws of the State of Delaware (the “ Successor Company ”), and Wells Fargo Bank, National Association, as Trustee (the “ Trustee ”), under the Indenture referred to below.

WITNESSETH:

WHEREAS, RSC Equipment Rental, Inc. (“ RSC Equipment ”) and RSC Holdings III, LLC (“ RSC III ” and, together with RSC Equipment, the “ Predecessor Companies ”) and the Trustee have heretofore become parties to an Indenture, dated as of January 19, 2011 (the “ Indenture ”), providing for the issuance of 8.25% Senior Notes due 2021 of RSC III (the “ Notes ”);

WHEREAS, the Successor Company is the successor by merger to the Predecessor Companies pursuant to the merger of RSC Equipment with and into RSC III, with RSC III as the surviving corporation, and the merger of RSC III with and into the Successor Company, with the Successor Company as the surviving corporation, and Section 501 of the Indenture contemplates that the Successor Company will execute and deliver to the Trustee a supplemental indenture pursuant to which the Successor Company shall expressly assume all the obligations of the Predecessor Companies under the Indenture and the Notes;

WHEREAS, the Successor Company desires to enter into such supplemental indenture for good and valuable consideration; and

WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor Company and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2. Assumption . The Successor Company hereby expressly assumes and agrees promptly to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by the Predecessor Companies under the Indenture and the Notes. The Successor Company hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Notes and agrees that it shall be the successor company and shall succeed to, and be substituted for, and may exercise every right and power of the Predecessor Companies, as the Predecessor Companies, under the Indenture and the Notes.

3. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE SUCCESSOR COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

 

-1-


4. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

5. Counterparts . The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

6. Headings . The Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By:   /s/ Yana Kislenko
  Name:   Yana Kislenko
  Title:   Vice President

[ Signature Page to RSC 8.25% Senior Notes First Supplemental Indenture ]

Exhibit 4.11

UR MERGER SUB CORPORATION

as the Successor Company,

and

THE SUBSIDIARIES LISTED ON SCHEDULE I

as Subsidiary Guarantors,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of April 30, 2012

$650,000,000

8.25% Senior Notes due 2021


SECOND SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE, dated as of April 30, 2012 (this “ Supplemental Indenture ”), among UR Merger Sub Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “ Successor Company ”), the companies listed on Schedule I (the “ Subsidiary Guarantors ”), and Wells Fargo Bank, National Association, as Trustee (the “ Trustee ”), under the Indenture referred to below.

WITNESSETH:

WHEREAS, RSC Equipment Rental, Inc. (“ RSC Equipment ”), RSC Holdings III, LLC (“ RSC III ” and, together with RSC Equipment, the “ Predecessor Companies ”) and the Trustee have heretofore become parties to an Indenture, dated as of January 19, 2011 (the “ Indenture ”), providing for the issuance of 8.25% Senior Notes due 2021 of RSC III (the “ Notes ”);

WHEREAS, pursuant to the First Supplemental Indenture, dated as of April 30, 2012, to the Indenture, the Successor Company as successor by merger to the Predecessor Companies expressly assumed all the obligations of the Predecessor Companies under the Indenture and the Notes;

WHEREAS, Section 1308 of the Indenture provides that the Successor Company is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall guarantee the Successor Company’s Subsidiary Guaranteed Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;

WHEREAS, each Subsidiary Guarantor desires to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition of the Successor Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed; and

WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Successor Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2. Agreement to Guarantee . Each Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor.

 

-1-


3. Termination, Release and Discharge . Each Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and each Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture.

4. Parties . Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of each Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture.

5. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE SUCCESSOR COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

6. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

7. Counterparts . The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

8. Headings . The Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title: Vice President and Treasurer
INFOMANAGER, INC.
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title: Vice President and Treasurer
UNITED RENTALS (DELAWARE), INC.
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title: Vice President and Treasurer
UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, GENERAL PARTNER
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title: Vice President and Treasurer

UNITED RENTALS HIGHWAY

TECHNOLOGlES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER

By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title: Senior Vice President and Treasurer

[ Signature Page to 8.25% Senior Notes Second Supplemental Indenture ]


UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title: Senior Vice President and Treasurer
WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
  Name: Irene Moshouris
  Title: Vice President and Treasurer

[ Signature Page to 8.25% Senior Notes Second Supplemental Indenture ]


WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By:   /s/ Yana Kislenko
  Name: Yana Kislenko
  Title: Vice President

[ Signature Page to 8.25% Senior Notes Second Supplemental Indenture ]


SCHEDULE I

SUBSIDIARY GUARANTORS

InfoManager, Inc.

United Rentals (Delaware), Inc.

United Rentals Financing Limited Partnership

United Rentals Highway Technologies Gulf, LLC

United Rentals Realty, LLC

Wynne Systems, Inc.

Exhibit 10.1

$1,325,000,000

UR FINANCING ESCROW CORPORATION

7.625% SENIOR NOTES DUE 2022

JOINDER TO REGISTRATION RIGHTS AGREEMENT

April 30, 2012

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Wells Fargo Securities, LLC

as Representatives of the Initial Purchasers

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement dated as of March 9, 2012, among UR Financing Escrow Corporation (the “ Issuer ”) and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers. Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement.

The undersigned, UR Merger Sub Corporation (“ NewCo ”), hereby agrees to accede to the terms of, and assume all of the obligations of the Issuer set forth in, the Registration Rights Agreement, as though NewCo had entered into the Registration Rights Agreement on the Closing Date and been named as the “Issuer” therein. NewCo agrees that such obligations include, without limitation, (a) all of the obligations of the Issuer to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Liquidated Damages, and (b) the Issuer’s indemnification and other obligations contained in Section 6 of the Registration Rights Agreement. NewCo acknowledges and agrees that all references to the Issuer in the Registration Rights Agreement shall include NewCo and that NewCo shall be bound by all provisions of the Registration Rights Agreement containing such references.

The undersigned Guarantors hereby agree, on a joint and several basis, to accede to the terms of the Registration Rights Agreement and to undertake and perform all of the obligations of the “Guarantors” set forth therein as though the undersigned Guarantors had entered into the Registration Rights Agreement on the Closing Date and been named as “Guarantors” therein. The undersigned Guarantors agree that such obligations include, without limitation, (a) all of the obligations of the Guarantors to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Liquidated Damages, and


(b) the Guarantors’ indemnification and other obligations contained in Section 6 of the Registration Rights Agreement. Each of the undersigned Guarantors acknowledges and agrees that all references to the Guarantors in the Registration Rights Agreement shall include the undersigned Guarantors and that the undersigned Guarantors shall be bound by all provisions of the Registration Rights Agreement containing such references.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart.

[Signature Pages Follow]

 

-2-


IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.

 

UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Vice President and Treasurer

UNITED RENTALS, INC.
By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Senior Vice President and Treasurer

INFOMANAGER, INC.
By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Vice President and Treasurer

UNITED RENTALS (DELAWARE), INC.
By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Vice President and Treasurer

[ Signature Page to Joinder to 2022 Notes Registration Rights Agreement ]


UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER
By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Vice President and Treasurer

UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER
By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Senior Vice President and Treasurer

UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Senior Vice President and Treasurer

WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Vice President and Treasurer

[ Signature Page to Joinder to 2022 Notes Registration Rights Agreement ]

Exhibit 10.2

$750,000,000

UR FINANCING ESCROW CORPORATION

7.375% SENIOR NOTES DUE 2020

JOINDER TO REGISTRATION RIGHTS AGREEMENT

April 30, 2012

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Wells Fargo Securities, LLC

as Representatives of the Initial Purchasers

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement dated as of March 9, 2012, among UR Financing Escrow Corporation (the “ Issuer ”) and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers. Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement.

The undersigned, UR Merger Sub Corporation (“ NewCo ”), hereby agrees to accede to the terms of, and assume all of the obligations of the Issuer set forth in, the Registration Rights Agreement, as though NewCo had entered into the Registration Rights Agreement on the Closing Date and been named as the “Issuer” therein. NewCo agrees that such obligations include, without limitation, (a) all of the obligations of the Issuer to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Liquidated Damages, and (b) the Issuer’s indemnification and other obligations contained in Section 6 of the Registration Rights Agreement. NewCo acknowledges and agrees that all references to the Issuer in the Registration Rights Agreement shall include NewCo and that NewCo shall be bound by all provisions of the Registration Rights Agreement containing such references.

The undersigned Guarantors hereby agree, on a joint and several basis, to accede to the terms of the Registration Rights Agreement and to undertake and perform all of the obligations of the “Guarantors” set forth therein as though the undersigned Guarantors had entered into the Registration Rights Agreement on the Closing Date and been named as “Guarantors” therein. The undersigned Guarantors agree that such obligations include, without limitation, (a) all of the obligations of the Guarantors to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Liquidated Damages, and

 

-1-


(b) the Guarantors’ indemnification and other obligations contained in Section 6 of the Registration Rights Agreement. Each of the undersigned Guarantors acknowledges and agrees that all references to the Guarantors in the Registration Rights Agreement shall include the undersigned Guarantors and that the undersigned Guarantors shall be bound by all provisions of the Registration Rights Agreement containing such references.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart.

[Signature Pages Follow]

 

-2-


IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.

 

UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
INFOMANAGER, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS (DELAWARE), INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to Joinder to 2020 Notes Registration Rights Agreement ]


UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to Joinder to 2020 Notes Registration Rights Agreement ]

Exhibit 10.3

$750,000,000

UR FINANCING ESCROW CORPORATION

5.75% SENIOR SECURED NOTES DUE 2018

JOINDER TO REGISTRATION RIGHTS AGREEMENT

April 30, 2012

Morgan Stanley & Co. LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Wells Fargo Securities, LLC

as Representatives of the Initial Purchasers

c/o Morgan Stanley & Co. LLC

            1585 Broadway

            New York, New York 10036

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement dated as of March 9, 2012, among UR Financing Escrow Corporation (the “ Issuer ”) and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers. Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement.

The undersigned, UR Merger Sub Corporation (“ NewCo ”), hereby agrees to accede to the terms of, and assume all of the obligations of the Issuer set forth in, the Registration Rights Agreement, as though NewCo had entered into the Registration Rights Agreement on the Closing Date and been named as the “Issuer” therein. NewCo agrees that such obligations include, without limitation, (a) all of the obligations of the Issuer to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Liquidated Damages, and (b) the Issuer’s indemnification and other obligations contained in Section 6 of the Registration Rights Agreement. NewCo acknowledges and agrees that all references to the Issuer in the Registration Rights Agreement shall include NewCo and that NewCo shall be bound by all provisions of the Registration Rights Agreement containing such references.

The undersigned Guarantors hereby agree, on a joint and several basis, to accede to the terms of the Registration Rights Agreement and to undertake and perform all of the obligations of the “Guarantors” set forth therein as though the undersigned Guarantors had entered into the Registration Rights Agreement on the Closing Date and been named as “Guarantors” therein. The undersigned Guarantors agree that such obligations include, without limitation, (a) all of the obligations of the Guarantors to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Liquidated Damages, and


(b) the Guarantors’ indemnification and other obligations contained in Section 6 of the Registration Rights Agreement. Each of the undersigned Guarantors acknowledges and agrees that all references to the Guarantors in the Registration Rights Agreement shall include the undersigned Guarantors and that the undersigned Guarantors shall be bound by all provisions of the Registration Rights Agreement containing such references.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart.

[Signature Pages Follow]

 

-2-


IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.

 

UR MERGER SUB CORPORATION
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

UNITED RENTALS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer

 

INFOMANAGER, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

UNITED RENTALS (DELAWARE), INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to Joinder to 2018 Secured Notes Registration Rights Agreement ]


UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer

 

UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer

 

WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to Joinder to 2018 Secured Notes Registration Rights Agreement ]

Exhibit 10.4

ACCESSION AGREEMENT

THIS ACCESSION AGREEMENT, dated as of April 30, 2012 (this “ Agreement ”), is entered into by UR Merger Sub Corporation, a Delaware corporation (“ New URNA ”), in favor of Bank of America, N.A., as Agent (the “ Agent ”), and the Lenders under the Amended and Restated Credit Agreement, dated as of October 14, 2011 (as amended, modified, restated or supplemented from time to time, the “ Credit Agreement ”), among United Rentals, Inc., United Rentals (North America), Inc. (“ URNA ”), certain of URNA’s subsidiaries, as borrowers and guarantors, the financial institutions from time to time parties thereto, the Agent and certain other parties thereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS

A. On the date hereof, URNA and RSC III were merged with and into New URNA with New URNA as the surviving entity as contemplated by the defined term “Permitted URNA Merger,” and by virtue of such merger and the terms of the Credit Agreement New URNA became the Company.

B. One of the requirements with respect to such merger under the defined term “Permitted URNA Merger” is that New URNA expressly assume all Obligations of URNA under the Credit Agreement and the other Loan Documents pursuant to this Agreement.

AGREEMENT

Accordingly, New URNA hereby agrees as follows:

1. New URNA hereby assumes all obligations, liabilities, duties and debts of URNA under or in connection with the Credit Agreement and the other Loan Documents (including, in any event, all Obligations of URNA) (including, without limitation, as a U.S. Borrower and a U.S. Guarantor) and unconditionally acknowledges, agrees and confirms that it is bound by, and hereby ratifies, confirms and consents to all covenants, agreements, consents, conditions, submissions, appointments, acknowledgments, representations, warranties and other terms and provisions attributable to URNA or the Company in the Credit Agreement and the other Loan Documents and all such terms and provisions shall continue in full force and effect against New URNA, and New URNA hereby agrees to perform all obligations required of it as a Borrower and a Guarantor under the Credit Agreement and the other Loan Documents as if it were originally URNA and the Company thereunder.

2. Without limiting anything contained in Section 1 hereof, New URNA hereby agrees to pay or repay, as applicable, in full in accordance with the terms of the Credit Agreement or other applicable Loan Documents, all Obligations of URNA and the Company, including all such Obligations of URNA and the Company that existed prior to the effectiveness of the Permitted URNA Merger.

 

-1-


3. New URNA hereby makes to the Agent and the Lenders each representation, warranty and covenant of URNA or the Company contained in the Credit Agreement (other than any such representation and warranty which relates to a specified prior time) and all other Loan Documents and hereby represents and warrants to the Agent and the Lenders that (a) the representations and warranties contained in the Credit Agreement and all other Loan Documents are correct in all material respects (and any representation or warranty that is qualified as to materiality or Material Adverse Effect is correct in all respects) on and as of the date hereof after giving effect to this Agreement and the Permitted URNA Merger, other than any such representations and warranties which relate to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing prior to the date hereof by URNA or New URNA that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty.

4. Subject to Sections 8.25 and 8.27(a) of the Credit Agreement, New URNA hereby agrees to take, or cause to be taken, any and all actions and execute and/or deliver, or cause to be executed and/or delivered, any and all documents requested by the Agent as may be reasonably necessary to evidence this Agreement and in order to grant, preserve, protect and perfect the Liens created or intended to be created by the Security Documents or the Credit Agreement and the validity and priority of any such Lien, in each case as required by and pursuant to Section 8.29 of the Credit Agreement, with respect to any assets of Persons acquired by Holdings pursuant to the Merger Agreement (to the extent surviving the Permitted URNA Merger). Without limitation of the foregoing, (i) New URNA agrees to take or cause to be taken such actions that are necessary to preserve and protect the perfection and priority of the Liens created by the Security Documents in the assets of URNA pursuant to Section 8.29 of the Credit Agreement and (ii) New URNA (A) shall promptly file or cause to be filed proper financing statements (or similar instruments in the case of foreign entities) in form appropriate for filing under the UCC or PPSA reasonably necessary in order to perfect and protect the first priority Liens created under the Security Documents covering the Collateral described therein of those Persons acquired by Holdings pursuant to the Merger Agreement (to the extent surviving the Permitted URNA Merger) and (B) shall promptly (and in any event within five Business Days after the Permitted URNA Merger) deliver, or cause to be delivered, to the Agent certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) in all Subsidiaries acquired by Holdings pursuant to the Merger Documentation (to the extent surviving such merger) (including certificates representing the equity interests in the Company after giving effect to such merger), in each instance, accompanied by undated stock powers executed in blank.

5. New URNA hereby (i) confirms the grant of a security interest pursuant to the Security Documents to which URNA or the Company was or is party in all Collateral of URNA and the Company and (ii) grants to the Agent as collateral security for any and all Obligations a security interest in and continuing lien on all of its right, title and interest in, or to any and all “Collateral” (as such term is defined in the U.S. Security Agreement or any other Security Document to which URNA or the Company was or is a party ), in each case whether now owned or existing at any time or hereafter acquired or arising, regardless of where located.

 

-2-


6. New URNA hereby authorizes the Agent to make all filings to the extent provided for in Section 3(f) of the U.S. Security Agreement in such jurisdictions and with such filing offices as the Agent may determine are necessary or advisable under applicable law to perfect the security interest granted to the Agent, which filings may describe the Collateral as “all personal property” of New URNA or “all assets” of New URNA or words of similar effect.

7. New URNA hereby agrees from time to time, upon request of the Agent, to take such additional actions and to execute and deliver such additional documents and instruments as the Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Agreement, in each case in accordance with and subject to the terms of Section 8.29 of the Credit Agreement.

8. This Agreement shall be binding upon New URNA and its successors and assigns permitted by the Credit Agreement. This Agreement may only be amended or modified by a writing signed by New URNA, the Agent and those requisite Lenders necessary to execute an amendment or modification to the Credit Agreement. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 14.8 of the Credit Agreement, and all for purposes thereof, the notice address of New URNA shall be the address as set forth for the Borrowers therein.

9. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission (in pdf. format) shall be effective as delivery of a manually executed counterpart of this Agreement. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall not affect the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

[Signature Page Follows]

 

-3-


IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the day and year first above written.

 

NEW URNA:

 

UR MERGER SUB CORPORATION

By:   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Vice President and Treasurer

 

Acknowledged:

 

BANK OF AMERICA, N.A.,

as Agent

By:   /s/ Cynthia G Stannard
 

Name: Cynthia G Stannard

Title: Senior Vice President

[ Signature Page to Accession Agreement ]

Exhibit 10.5

SECURITY AGREEMENT SUPPLEMENT

April 30, 2012

 

To: Bank of America, N.A., as Agent

Ladies and Gentlemen:

Reference is made to (i) the Amended and Restated Credit Agreement, dated as of October 14, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among United Rentals, Inc., a Delaware corporation (“ Holdings ”), United Rentals (North America), Inc., a Delaware corporation (the “ Company ”), the other U.S. Subsidiary Borrowers named therein (together with the Company, the “ U.S. Borrowers ”), United Rentals of Canada, Inc., a corporation amalgamated under the laws of the Province of Ontario (the “ Canadian Borrower ”), United Rentals Financing Limited Partnership (the “ Specified Loan Borrower ”), the Lenders from time to time party thereto, and Bank of America, N.A., as Agent and (ii) the Amended and Restated U.S. Security Agreement dated as of October 14, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) made by the Grantors from time to time party thereto in favor of the Agent for the benefit of the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

SECTION 1. Grant of Lien . (a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by each of the undersigned of all of its present and future Obligations (such Obligations, as to any of the undersigned, being the “ Secured Obligations ” of such undersigned), each of the undersigned hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “ Security Interest ”) in and continuing lien on all of such undersigned’s right, title and interest in or to any and all of the following properties and assets of such undersigned and all powers and rights of such undersigned in all of the following (including the power to transfer rights in the following), whether now owned or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “ Collateral ”):

(i) all Accounts;

(ii) all Inventory, including all Rental Equipment;

(iii) all leases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases;

(iv) all documentation evidencing rights in any Inventory or Equipment, including all certificates, certificates of title, manufacturer’s statements of origin, and other collateral instruments;

(v) all contract rights, including contract rights in respect of any Like-Kind Exchange;


(vi) all Chattel Paper;

(vii) all Documents;

(viii) all Instruments;

(ix) all Supporting Obligations and Letter-of-Credit Rights;

(x) all General Intangibles (including Payment Intangibles and Software);

(xi) all Goods;

(xii) all Equipment;

(xiii) all Investment Property, including the Security Collateral of such undersigned;

(xiv) all money, cash, cash equivalents, securities and other property of any kind of such undersigned held directly or indirectly by the Agent, any Lender or any of their Affiliates;

(xv) all of such undersigned’s Material Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which such undersigned maintains deposits, including all Payment Accounts;

(xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and

(xvii) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing;

provided , however , the “Collateral” shall not include any asset or rights or interests of such undersigned as described in the proviso to Section 2(a) of the Security Agreement.

All of the Secured Obligations of any of the undersigned shall be secured by all of the Collateral of such undersigned and any other property of such undersigned that secures any of the Secured Obligations.

SECTION 2. Representations and Warranties . (a) Each of the undersigned represents and warrants to the Agent and the other Secured Parties that as of the date hereof: (i) Schedule I hereto identifies (A) such undersigned’s name as of the date hereof as it appears in official filings in the state or other jurisdiction of its incorporation or other organization, (B) the type of entity of such undersigned (including corporation, partnership, limited partnership or limited liability company), (C) the organizational identification number issued by such undersigned’s state,

 

-2-


province or territory of incorporation or organization or a statement that no such number has been issued, and (D) the jurisdiction in which such undersigned is incorporated or organized; and (ii) such undersigned has only one state, province or territory of incorporation or organization.

(b) Each of the undersigned hereby makes each other representation and warranty set forth in the Security Agreement with respect to itself and the Collateral owned by it. Each of the undersigned hereby represents and warrants to the Agent and the other Secured Parties that the attached Schedule II contains all information with respect to itself and the Collateral owned by it that is required to be set forth in Schedule III to the Security Agreement with respect to the Grantors and their Collateral and the attached Schedule III contains all information with respect to itself and the Security Collateral owned by it that is required to be set forth in Schedule I to the Security Agreement with respect to the Grantors and their Security Collateral.

(c) Each of the undersigned hereby makes each representation and warranty set forth in the Credit Agreement that is made with respect to any U.S. Obligor.

SECTION 3. Obligations Under the Security Agreement . Each of the undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. Each of the undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to each of the undersigned, that each reference to the “Collateral” or any part thereof shall also mean and be a reference to each of the undersigned’s Collateral or part thereof, as the case may be, and that each reference in the Security Agreement to a Schedule shall also mean and be a reference to the schedules attached hereto.

SECTION 4. Obligations under the Credit Agreement . Each of the undersigned hereby agrees, as of the date first above written, to be bound as an Obligor, U.S. Obligor, Guarantor and U.S. Guarantor by all of the terms and provisions of the Credit Agreement to the same extent as though such undersigned were a party to the Credit Agreement in each such capacity from and after the date hereof. Each of the undersigned further agrees, as of the date first above written, that each reference in the Credit Agreement to an “Obligor” or a “U.S. Obligor” or a “Guarantor” or “U.S. Guarantor” shall also mean and be a reference to such undersigned.

SECTION 5. Governing Law . This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 6. Removal of Immaterial Subsidiary Designation . As of the date hereof, Holdings has removed the designation of each of the undersigned as Immaterial Subsidiaries under the Credit Agreement. Accordingly, in connection therewith and concurrently with the effectiveness of this Security Agreement Supplement, as of the date hereof, the undersigned acknowledge that Section 25 of the Security Agreement shall be of no further force and effect.

 

-3-


Very truly yours,
INFOMANAGER, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

[ Signature Page to Security Agreement Supplement ]


SCHEDULE I

to

AGREEMENT

JURISDICTIONS OF ORGANIZATION

 

Grantor

  

State/Province of

Organization

  

Type of Entity

  

Organizational I.D.

InfoManager, Inc.

   Texas    Corporation    154647800

United Rentals Realty, LLC

   Delaware    Limited Liability Company    4598063

Wynne Systems, Inc.

   California    Corporation    1819012


SCHEDULE II

to

AGREEMENT

PATENTS, TRADEMARKS AND COPYRIGHTS

Patents:

None.

Trademarks:

 

Trademark Name

   Application
Number
   Registration
Number
   Country
Name
   File Date    Registration
Date
   Record Owner

IM INFOMANAGER

   6786495    6786495    European
Community
   27-Mar-2008    15-Jan-2009    INFOMANAGER, INC.

INFOMANAGER

   1643702    1643702    India    21-Jan-2008    21-Jan-2008    INFOMANAGER, INC.

INFOMANAGER

   200800786    245105    Norway    21-Jan-2008    31-Mar-2008    INFOMANAGER, INC.

INFOMANAGER (& design)

   682 599    TMA411,158    Canada    24-May-1991    16-Apr-1993    INFOMANAGER, INC.

INFOMANAGER (& design)

   VA 003313
1994
   VR 005308
1994
   Denmark    06-May-1994    05-Aug-1994    INFOMANAGER OY

INFOMANAGER (& design)

   00
3040705
   00 3040705    France    13-Jul-2000    13-Jul-2000    INFOMANAGER OY

INFOMANAGER (& design)

   J30946    2089319    Germany    27-May-1994    10-Jan-1995    INFOMANAGER OY


Trademark Name

   Application
Number
   Registration
Number
   Country Name    File Date    Registration
Date
   Record Owner

INFOMANAGER (AND DESIGN)

   826701    553969    Benelux    20-May-1994    20-May-1994    INFOMANAGER OY

INFOMANAGER (AND DESIGN)

   74/199,553    1,765,625    United States
of America
   30-Aug-1991    20-Apr-1993    INFOMANAGER, INC.

INFOMANAGER

(STANDARD

CHARACTERS)

   77/369,492    3574939    United States
of America
   11-Jan-2008    17-Feb-2009    INFOMANAGER, INC.

RENTALMAN

   1218322    1218322    Australia    09-Jan-2008    09-Jan-2008    WYNNE SYSTEMS, INC.

RENTALMAN

   1378517    TMA733,469    Canada    09-Jan-2008    28-Jan-2009    WYNNE SYSTEMS, INC.

RENTALMAN

   6734289    6734289    European
Community
   07-Mar-2008    06-Feb-2009    WYNNE SYSTEMS, INC.

RENTALMAN

   1643710    1643710    India    21-Jan-2008    21-Jan-2008    WYNNE SYSTEMS, INC.

RENTALMAN

   910017    N/A    Mexico    28-Jan-2010    N/A    WYNNE SYSTEMS, INC.

RENTALMAN

   908405    1029375    Mexico    21-Jan-2008    07-Mar-2008    WYNNE SYSTEMS, INC.

RENTALMAN

(STANDARD

CHARACTERS)

   77/314,490    3487698    United States
of America
   26-Oct-2007    19-Aug-2008    WYNNE SYSTEMS, INC.

RENTALMAN

(STANDARD

CHARACTERS)

   77/369,485    3480491    United States
of America
   ll-Jan-2008    05-Aug-2008    WYNNE SYSTEMS, INC.

IM DESIGN

   1,294,767    1,294,767    Australia    17-Apr-2009    17-Apr-2009    WYNNE SYSTEMS, INC.


Trademark Name

   Application
Number
   Registration
Number
   Country Name    File Date    Registration
Date
   Record Owner

AXIOM

   85/231,517    N/A    United States
of America
   01-Feb-2011    N/A    WYNNE SYSTEMS, INC.

Copyrights:

 

Copyright

   Registration
Number/ Date
   Date of
Publication
   Description    Owner

Wynne Systems rentalman: release 5.0.

   TX0004894111 /
1998-08-13
   6/1/1997    CD-ROM +
computer program
   Wynne Systems, Inc.

Wynne Systems rentalman: release 10

   TX 7-024-376 /
2009-06-23
   2/6/2007    Computer program    Wynne Systems, Inc.


SCHEDULE III

to

AGREEMENT

PLEDGED EQUITY AND PLEDGED DEBT

PART I

Pledged Equity:

99.83871% of the equity interest of Wynne Systems EMEA owned by Wynne Systems, Inc.

PART II

Pledged Debt:

Amended and Restated Global Intercompany Note, dated April 30, 2012.

Exhibit 10.6

GUARANTY SUPPLEMENT

April 30, 2012

To: Bank of America, N.A., as Agent

Ladies and Gentlemen:

Reference is made to (i) the Amended and Restated Credit Agreement, dated as of October 14, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among United Rentals, Inc., a Delaware corporation (“ Holdings ”), United Rentals (North America), Inc., a Delaware corporation (the “ Company ”), the other U.S. Subsidiary Borrowers named therein (together with the Company, the “ U.S. Borrowers ”), United Rentals of Canada, Inc., a corporation amalgamated under the laws of the Province of Ontario (the “ Canadian Borrower ”), United Rentals Financing Limited Partnership (the “ Specified Loan Borrower ”), the Lenders from time to time party thereto, and Bank of America, N.A., as Agent and (ii) the U.S. Guarantee Agreement referred to in the Credit Agreement (such U.S. Guarantee Agreement, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “ Guaranty ”). The capitalized terms defined in the Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty; Limitation of Liability . (a) Each of the undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any earlier date of a required prepayment by reason of acceleration, demand or otherwise, of all Obligations of each other Obligor, whether now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “ Guaranteed Obligations ”), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by the Agent or any other Secured Party (to the extent provided for in the Credit Agreement) in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each of the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Secured Party but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Obligor.

(b) Each of the undersigned, and by its acceptance of this Guaranty Supplement, the Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Guaranty and the Obligations of each of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty and the Obligations of each of the undersigned hereunder and


thereunder. To effectuate the foregoing intention, the Agent, the other Secured Parties and each of the undersigned hereby irrevocably agree that the Obligations of each of the undersigned under this Guaranty Supplement and the Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such undersigned under this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer or conveyance.

(c) Each of the undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Guaranty, the Canadian Guarantee Agreement or any other guaranty, such undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor (as such term is defined in the Credit Agreement) so as to maximize the aggregate amount paid to the Secured Parties in respect of the Guaranteed Obligations.

Section 2. Obligations Under the Guaranty . Each of the undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. Each of the undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “ Additional Guarantor ” or a “ Guarantor ” shall also mean and be a reference to such undersigned.

Section 3. Representations and Warranties . Each of the undersigned hereby makes each representation and warranty set forth in Section 6 of the Guaranty to the same extent as each other Guarantor.

Section 4. Delivery by Telecopier . Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier or other electronic communication shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (A) THIS GUARANTY SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY SUPPLEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA LOCATED IN NEW YORK COUNTY, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY SUPPLEMENT, EACH OF THE UNDERSIGNED CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THOSE COURTS.

(B) EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT, THE GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS OR IS TO BE A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY AND

 

2


UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE UNDERSIGNED AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SUPPLEMENT OR THE GUARANTY OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY SUPPLEMENT, THE GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS OR IS TO BE A PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

(C) EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT, THE GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS OR IS TO BE A PARTY IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT. EACH OF THE UNDERSIGNED ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

(D) EACH OF THE UNDERSIGNED 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 ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. EACH OF THE UNDERSIGNED AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE UNDERSIGNED AGREES THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTY SUPPLEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.

Section 6. Removal of Immaterial Subsidiary Designation . As of the date hereof, Holdings has removed the designation of each of the undersigned as Immaterial Subsidiaries under the Credit Agreement. Accordingly, in connection therewith and concurrently with the effectiveness of this Guaranty Supplement, as of the date hereof, the undersigned acknowledge that Section 16 of the Guaranty shall be of no further force and effect.

 

3


Very truly yours,
INFOMANAGER, INC.
By   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer
UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
By   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
WYNNE SYSTEMS, INC.
By   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

[ Signature Page to Guaranty Supplement ]

Exhibit 10.7

SECURITY AGREEMENT SUPPLEMENT

April 30, 2012

 

To: Bank of America, N.A., as Agent

Ladies and Gentlemen:

Reference is made to (i) the Amended and Restated Credit Agreement, dated as of October 14, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreemen t”), among United Rentals, Inc., a Delaware corporation (“ Holdings ”), United Rentals (North America), Inc., a Delaware corporation (the “ Company ”), the other U.S. Subsidiary Borrowers named therein (together with the Company, the “ U.S. Borrowers ”), United Rentals of Canada, Inc., a corporation amalgamated under the laws of the Province of Ontario (the “ Canadian Borrower ”), United Rentals Financing Limited Partnership (the “ Specified Loan Borrower ”), the Lenders from time to time party thereto, and Bank of America, N.A., as Agent and (ii) the Amended and Restated Canadian Security Agreement dated as of October 14, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) made by the Grantors from time to time party thereto in favour of the Agent for the benefit of the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

SECTION 1. Grant of Lien . As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, by the undersigned of their respective Obligations, each of the undersigned hereby grants, to the Agent, its successors and assigns, for the ratable benefit of the applicable Secured Parties, a security interest (the “ Security Interest ”) in and continuing lien upon and right of set-off against, all personal property, assets and undertakings of such undersigned, including, without limitation, all of such undersigned’s right, title and interest in or to any and all of the following properties and assets of such undersigned and powers and rights of such undersigned in all of the following (including the power to transfer rights in the following), whether now owned or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “ Collateral ”):

(i) all Accounts, including all debts, book debts, accounts, claims, demands, moneys and choses in action whatsoever including, without limitation, claims against the Crown and claims under insurance policies, which are now owned by or are due, owing or accruing due to the undersigned or which may hereafter be owned by or become due, owing or accruing due to the undersigned together with all contracts, investment property, bills, notes, lien notes, judgments, chattel mortgages, mortgages and all other rights, benefits and documents now or hereafter taken, vested in or held by the undersigned in respect of or as security for the same and the full benefit and advantage thereof, and all rights of action or claims which such undersigned now has or may at any time hereafter have against any Person in respect thereof;

 

-1-


(ii) all Inventory, including, without limitation, all Rental Equipment, goods, merchandise, raw materials, goods in process, finished goods, packaging and packing material and other tangible personal property now or hereafter held for sale, lease, rental or resale or that are to be furnished or have been furnished under a contract of service or that are to be used or consumed in the business of such undersigned;

(iii) all leases of Goods (whether or not in the form of a lease agreement), including all Leases;

(iv) all documentation evidencing rights in any Inventory or Equipment, including all certificates, Certificates of Title, Manufacturer’s Statements of Origin, and other Collateral Instruments (as such terms are defined in the UCC);

(v) all contract rights, including contract rights in respect of any Like-Kind Exchange;

(vi) all Chattel Paper;

(vii) all Documents;

(viii) all Instruments;

(ix) all Supporting Obligations and Letter-of-Credit Rights (as such terms are defined in the UCC);

(x) all General Intangibles including Payment Intangibles (as such term is defined in the UCC) and Software;

(xi) all Goods (excluding “Consumer Goods” as such term is defined in the PPSA);

(xii) all Equipment;

(xiii) all Investment Property;

(xiv) all money, cash, cash equivalents, securities and other property of any kind of such undersigned held directly or indirectly by the Agent, any Lender or any of their Affiliates;

(xv) all of such undersigned’s Material Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which such undersigned maintains deposits, including all Payment Accounts;

(xvi) all books, records and other property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property;

 

-2-


(xvii) the uncalled capital, money, rights, bills of exchange, negotiable and non negotiable instruments, judgments and securities not otherwise described in the foregoing; and

(xviii) all accessions to, substitutions for and replacements, products and proceeds derived directly or indirectly of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing;

provided , however , the “Collateral” shall not include any asset or rights or interests of such undersigned as described in the proviso to Section 1(a) of the Security Agreement.

(b) All of the Obligations of each respective undersigned shall be secured by all of the Collateral of such undersigned and any other property of any such undersigned that secures any of the Obligations.

SECTION 2. Representations and Warranties . (a) Each of the undersigned represents and warrants to the Agent and the other Secured Parties that as of the date hereof: (i) Schedule I hereto identifies (A) such undersigned name as of the date hereof as it appears in official filings in the state, province or other jurisdiction of its incorporation or other organization, (B) the type of entity of such undersigned (including corporation, partnership, limited partnership or limited liability company), (C) the organizational identification number issued by such undersigned’s state, province or territory of incorporation or organization or a statement that no such number has been issued, and (D) the jurisdiction in which such undersigned is incorporated or organized; and (ii) such undersigned has only one state, province or territory of incorporation or organization.

(b) Each of the undersigned hereby makes each other representation and warranty set forth in the Security Agreement with respect to itself and the Collateral owned by it. Each of the undersigned hereby represents and warrants to the Agent and the other Secured Parties that the attached Schedule II contains all information with respect to itself and the Collateral owned by it that is required to be set forth in Schedule II to the Security Agreement with respect to the Grantors and their Collateral.

(c) Each of the undersigned hereby makes each representation and warranty set forth in the Credit Agreement that is made with respect to any Canadian Obligor.

SECTION 3. Obligations Under the Security Agreement . Each of the undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. Each of the undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned, that each reference to the “Collateral” or any part thereof shall also mean and be a reference to the undersigned’s Collateral or part thereof, as the case may be, and that each reference in the Security Agreement to a Schedule shall also mean and be a reference to the schedules attached hereto.

 

-3-


SECTION 4. Obligations under the Credit Agreement . Each of the undersigned hereby agrees, as of the date first above written, to be bound as an Obligor, Canadian Obligor, Guarantor and Canadian Guarantor by all of the terms and provisions of the Credit Agreement to the same extent as though such undersigned were a party to the Credit Agreement in each such capacity from and after the date hereof. Each of the undersigned further agrees, as of the date first above written, that each reference in the Credit Agreement to an “Obligor” or a “Canadian Obligor” or a “Guarantor” or “Canadian Guarantor” shall also mean and be a reference to the undersigned.

SECTION 5. Governing Law . This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

SECTION 6. Removal of Immaterial Subsidiary Designation . As of the date hereof, Holdings has removed the designation of each of the undersigned as Immaterial Subsidiaries under the Credit Agreement. Accordingly, in connection therewith and concurrently with the effectiveness of this Security Agreement Supplement, as of the date hereof, the undersigned acknowledge that Section 23 of the Security Agreement shall be of no further force and effect.

(signature pages follow)

 

-4-


Very truly yours,

 

INFOMANAGER, INC.

By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

UNITED RENTALS REALTY, LLC, BY UNITED

RENTALS (NORTH AMERICA), INC., ITS

MANAGING MEMBER

By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer
WYNNE SYSTEMS, INC.
By:   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to Canadian Security Agreement Supplement ]


SCHEDULE I

to

AGREEMENT

JURISDICTIONS OF ORGANIZATION

 

Grantor

  

State/Province of Organization

   Type of Entity   

Organizational I.D.

InfoManager, Inc.

   Texas    Corporation    154647800

United Rentals Realty, LLC

   Delaware    Limited Liability Company    4598063

Wynne Systems, Inc.

   California    Corporation    1819012


SCHEDULE II

to

AGREEMENT

PATENTS, TRADEMARKS AND COPYRIGHTS

Patents :

None.

Trademarks :

 

Trademark Name

   Application
Number
   Registration
Number
   Country
Name
   File Date    Registration
Date
   Record Owner

IM INFOMANAGER

   6786495    6786495    European
Community
   27-Mar-2008    15-Jan-2009    INFOMANAGER, INC.

INFOMANAGER

   1643702    1643702    India    21-Jan-2008    21-Jan-2008    INFOMANAGER, INC.

INFOMANAGER

   200800786    245105    Norway    21-Jan-2008    31-Mar-2008    INFOMANAGER, INC.

INFOMANAGER (& design)

   682 599    TMA411,158    Canada    24-May-1991    16-Apr-1993    INFOMANAGER, INC.

INFOMANAGER (& design)

   VA 003313
1994
   VR 005308
1994
   Denmark    06-May-1994    05-Aug-1994    INFOMANAGER OY

INFOMANAGER (& design)

   00 3040705    00 3040705    France    13-Jul-2000    13-Jul-2000    INFOMANAGER OY

INFOMANAGER

   J 30946    2089319    Germany    27-May-1994    10-Jan-1995    INFOMANAGER OY

(& design)

                 


Trademark Name

   Application
Number
   Registration
Number
   Country Name    File Date    Registration
Date
   Record Owner
INFOMANAGER (AND DESIGN)    826701    553969    Benelux    20-May-1994    20-May-1994    INFOMANAGER OY
INFOMANAGER (AND DESIGN)    74/199,553    1,765,625    United States
of America
   30-Aug-1991    20-Apr-1993    INFOMANAGER, INC.

INFOMANAGER

(STANDARD

CHARACTERS)

   77/369,492    3574939    United States
of America
   11-Jan-2008    17-Feb-2009    INFOMANAGER, INC.
RENTALMAN    1218322    1218322    Australia    09-Jan-2008    09-Jan-2008    WYNNE SYSTEMS, INC.
RENTALMAN    1378517    TMA733,469    Canada    09-Jan-2008    28-Jan-2009    WYNNE SYSTEMS, INC.
RENTALMAN    6734289    6734289    European
Community
   07-Mar-2008    06-Feb-2009    WYNNE SYSTEMS, INC.
RENTALMAN    1643710    1643710    India    21-Jan-2008    21-Jan-2008    WYNNE SYSTEMS, INC.
RENTALMAN    910017    N/A    Mexico    28-Jan-2010    N/A    WYNNE SYSTEMS, INC.
RENTALMAN    908405    1029375    Mexico    21-Jan-2008    07-Mar-2008    WYNNE SYSTEMS, INC.

RENTALMAN

(STANDARD

CHARACTERS)

   77/314,490    3487698    United States
of America
   26-Oct-2007    19-Aug-2008    WYNNE SYSTEMS, INC.

RENTALMAN (STANDARD

CHARACTERS)

   77/369,485    3480491    United States
of America
   11-Jan-2008    05-Aug-2008    WYNNE SYSTEMS, INC.


Trademark Name

   Application
Number
   Registration
Number
   Country Name    File Date    Registration
Date
   Record Owner

IM DESIGN

   1,294,767    1,294,767    Australia    17-Apr-2009    17-Apr-2009    WYNNE SYSTEMS, INC.

AXIOM

   85/231,517    N/A    United States
of America
   01-Feb-2011    N/A    WYNNE SYSTEMS, INC.

Copyrights :

 

Copyright

  

Registration
Number/ Date

  

Date of Publication

  

Description

  

Owner

Wynne Systems rentalman: release 5.0.    TX0004894111 / 1998-08-13    6/1/1997   

CD-ROM +

computer program

   Wynne Systems, Inc.
Wynne Systems rentalman: release 10    TX 7-024-376 / 2009-06-23    2/6/2007    Computer program    Wynne Systems, Inc.

Exhibit 10.8

GUARANTEE SUPPLEMENT

April 30, 2012

To:     Bank of America, N.A., as Agent

Ladies and Gentlemen:

Reference is made to (i) Amended and Restated Credit Agreement, dated as of October 14, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among United Rentals, Inc., a Delaware corporation (“ Holdings ”), United Rentals (North America), Inc., a Delaware corporation (the “ Company ”), the other U.S. Subsidiary Borrowers named therein (together with the Company, the “ U.S. Borrowers ”), United Rentals of Canada, Inc., a corporation amalgamated under the laws of the Province of Ontario (“ the Canadian Borrower ”), United Rentals Financing Limited Partnership (the “ Specified Loan Borrower ”), the Lenders from time to time party thereto (the “ Lenders ”), and Bank of America, N.A., as Agent (the “ Agent ”) and (ii) the Canadian URC Guarantee Agreement referred to in the Credit Agreement, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guarantee Supplement, being the “ Guarantee ”. The capitalized terms defined in the Guarantee or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guarantee; Limitation of Liability. For valuable consideration, each of the undersigned, jointly and severally, hereby unconditionally guarantees and promises to pay to BANK OF AMERICA, N.A. , as agent for itself and the other Secured Parties pursuant to the Credit Agreement, or order to be paid, whether at scheduled maturity or on any earlier date of a required prepayment by reason of acceleration, demand or otherwise, any and all Obligations of the Canadian Borrower and its successors and assigns whether now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “ Guaranteed Obligations ”), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by the Agent or any other Secured Party (to the extent provided for in the Credit Agreement) in enforcing any rights under this Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Canadian Borrower to any Secured Party but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Canadian Borrower.

(b) Each of the undersigned, and by its acceptance of this Guarantee Supplement, the Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guarantee Supplement, the Guarantee and the Obligations of each of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any


similar foreign, federal or state law to the extent applicable to this Guarantee Supplement, the Guarantee and the Obligations of each of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Agent, the other Secured Parties and each of the undersigned hereby irrevocably agree that the Obligations of each of the undersigned under this Guarantee Supplement and the Guarantee at any time shall be limited to the maximum amount as will result in the Obligations of each of the undersigned under this Guarantee Supplement and the Guarantee not constituting a fraudulent transfer or conveyance.

Section 2. Obligations Under the Guarantee. Each of the undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guarantee to the same extent as each of the other Guarantors thereunder. Each of the undersigned further agrees, as of the date first above written, that each reference in the Guarantee to an “Additional Guarantor”, a “Guarantor”, or “the undersigned” shall also mean and be a reference to such undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Obligor” shall also mean and be a reference to such undersigned.

Section 3. Representations and Warranties. Each of the undersigned hereby represents and warrants as follows: (a) There are no conditions precedent to the effectiveness of this guarantee that have not been satisfied or waived.

(b) Such undersigned has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guarantee and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Obligor on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Obligor.

Section 4. Delivery by Telecopier. Delivery of an executed counterpart of a signature page to this Guarantee Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Guarantee Supplement.

Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. This Guarantee shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the security interests hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the Province of Ontario.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTEE MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO OR OF THE FEDERAL COURTS OF CANADA THEREIN, AND BY EXECUTION AND DELIVERY OF THIS GUARANTEE, EACH OF THE UNDERSIGNED CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE UNDERSIGNED IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING 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

 

-2-


JURISDICTION OR ANY OTHER JURISDICTION SELECTED BY THE AGENT OR ANY LENDER IN RESPECT OF THIS GUARANTEE. EACH OF THE UNDERSIGNED WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF ONTARIO.

The parties hereto hereby waive trial by jury in any action, proceeding, claim or counterclaim, whether in contract or tort, at law or in equity with respect to, in connection with, or arising out of this Guarantee, other financing agreements, the obligations of the Borrowers and each of the undersigned, the Collateral, or any instrument, document or guarantee delivered pursuant hereto or to any of the foregoing, or the validity, protection, interpretation, administration, collection or enforcement hereof or thereof, or any other claim or dispute hereunder or thereunder. Each of the undersigned agrees that it will not assert against the Agent or any Lender any claim for consequential, incidental, special, or punitive damages in connection with this Guarantee Supplement, the Guarantee or the transactions contemplated hereby or thereby. No officer of the Agent or any Lender has authority to waive, condition, or modify this provision.

Section 6. Removal of Immaterial Subsidiary Designation. As of the date hereof, Holdings has removed the designation of each of the undersigned as Immaterial Subsidiaries under the Credit Agreement. Accordingly, in connection therewith and concurrently with the effectiveness of this Guarantee Supplement, as of the date hereof, the undersigned acknowledge that Section 33 of the Canadian URC Guarantee shall be of no further force and effect.

 

-3-


Very truly yours,

 

INFOMANAGER, INC.

By   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Vice President and Treasurer

UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
By   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Senior Vice President and Treasurer

WYNNE SYSTEMS, INC.
By   /s/ Irene Moshouris
 

Name: Irene Moshouris

Title: Vice President and Treasurer

[ Signature Page to Canadian Guarantee Supplement ]

Exhibit 10.9

U.S. INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

This U.S. INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ U.S. IP Security Agreement Supplement ”) dated as of April 30, 2012, is made by the Persons listed on the signature pages hereof (collectively, the “ New Grantors ”) in favor of Bank of America, N.A. (“ Bank of America ”), as agent (the “ Agent ”) for the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, United Rentals (North America), Inc., a Delaware corporation (the “ Company ”) and parent company of each of the New Grantors, is a party to (i) the Amended and Restated Credit Agreement, dated as of October 14, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), among United Rentals, Inc., a Delaware corporation (“ Holdings ”), the Company, the other U.S. Subsidiary Borrowers named therein, United Rentals of Canada, Inc., a corporation amalgamated under the laws of the Province of Ontario, United Rentals Financing Limited Partnership, a Delaware limited partnership, the Lenders from time to time party thereto, and Bank of America, N.A., as Agent, (ii) the Amended and Restated U.S. Security Agreement dated as of October 14, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) made by the Grantors from time to time party thereto in favor of the Agent for the benefit of the Secured Parties and (iii) the Amended and Restated U.S. Intellectual Property Security Agreement dated as of October 14, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ U.S. IP Security Agreement ”) made by the Grantors from time to time party thereto in favor of the Agent for the benefit of the Secured Parties; terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement;

WHEREAS, Holdings has removed the designation of the New Grantors as Immaterial Subsidiaries under the Credit Agreement effective as of the date hereof, and each of the New Grantors is therefore required to enter into (i) the Guaranty Supplement (as defined in the U.S. Guarantee Agreement), dated as of the date hereof, in favor of the Agent for the benefit of the Secured Parties, (ii) the Security Agreement Supplement (as defined in the Security Agreement), dated as of the date hereof, in favor of the Agent for the benefit of the Secured Parties and (iii) this U.S. IP Security Agreement Supplement;

WHEREAS, under the terms of the Security Agreement Supplement and the Security Agreement, the New Grantors have granted to the Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the New Grantors, and have agreed as a condition thereof to execute this U.S. IP Security Agreement Supplement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and, to the extent agreed upon and applicable, other foreign governmental authorities;

 

-1-


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor agrees as follows:

SECTION 1. Grant of Security . Each New Grantor hereby grants to the Agent for the ratable benefit of the Secured Parties a security interest in all of such Grantor’s right, title and interest in and to the following (the “ Collateral ”):

(A) the patents and patent applications set forth in Schedule A hereto (the “ Patents ”);

(B) the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby (the “ Trademarks ”);

(C) all copyrights, whether registered or unregistered, now owned or hereafter acquired by such New Grantor, including, without limitation, the copyright registrations and applications set forth in Schedule C hereto (the “ Copyrights ”);

(D) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, and, to the extent applicable, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such New Grantor accruing thereunder or pertaining thereto;

(E) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

(F) any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing.

SECTION 2. Security for Obligations . The grant of a security interest in, the Collateral by each New Grantor under this U.S. IP Security Agreement Supplement and the U.S. IP Security Agreement secures the payment of all Obligations of such New Grantor now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this U.S. IP Security Agreement Supplement and the U.S. IP Security Agreement secures, as to each New Grantor, the payment of all amounts that constitute part of the Obligations and that would be owed by such New Grantor to any Secured Party under the Loan Documents but for the fact that such Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party. Each New Grantor hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the U.S. IP Security Agreement to the same extent as each of the other Grantors. Each New Grantor further agrees, as of the date first above written, that each reference in the U.S. IP Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to each New Grantor, that each reference to the

 

-2-


“Collateral” or any part thereof shall also mean and be a reference to each New Grantor’s Collateral or part thereof, as the case may be, and that each reference in the U.S. IP Security Agreement to a Schedule shall also mean and be a reference to the schedules attached hereto.

SECTION 3. Recordation . Each New Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and, to the extent agreed upon and applicable, any other applicable government office, record this U.S. IP Security Agreement Supplement.

SECTION 4. Execution in Counterparts . This U.S. IP Security Agreement Supplement 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 taken together shall constitute one and the same agreement.

SECTION 5. Grants, Rights and Remedies . This U.S. IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement Supplement, the Security Agreement and the U.S. IP Security Agreement. Each New Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Agent with respect to the Collateral are more fully set forth in the Security Agreement Supplement and the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

SECTION 6. Governing Law . This U.S. IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of this Page Intentionally Left Blank]

 

-3-


INFOMANAGER, INC.
By   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

 

UNITED RENTALS REALTY, LLC

BY UNITED RENTALS (NORTH AMERICA),

INC., ITS MANAGING MEMBER

By   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Senior Vice President and Treasurer

 

WYNNE SYSTEMS, INC.
By   /s/ Irene Moshouris
  Name:   Irene Moshouris
  Title:   Vice President and Treasurer

[ Signature Page to Intellectual Property Security Agreement Supplement ]


SCHEDULE A

PATENTS

None.


SCHEDULE B

TRADEMARKS

 

Trademark Name

   Application
Number
     Registration
Number
     Country Name    File Date    Registration
Date
   Record Owner

INFOMANAGER (AND DESIGN)

     74/199,553         1,765,625       United States
of America
   30-Aug-1991    20-Apr-1993    INFOMANAGER, INC.

INFOMANAGER

(STANDARD

CHARACTERS)

     77/369,492         3574939       United States
of America
   11-Jan-2008    17-Feb-2009    INFOMANAGER, INC.

RENTALMAN

(STANDARD

CHARACTERS)

     77/314,490         3487698       United States
of America
   26-Oct-2007    19-Aug-2008    WYNNE SYSTEMS, INC.

RENTALMAN

(STANDARD

CHARACTERS)

     77/369,485         3480491       United States
of America
   11-Jan-2008    05-Aug-2008    WYNNE SYSTEMS, INC.

AXIOM

     85/231,517         N/A       United States
of America
   01-Feb-2011    N/A    WYNNE SYSTEMS, INC.


SCHEDULE C

COPYRIGHTS

 

Copyright

   Registration
Number/ Date
   Date of
Publication
   Description    Owner

Wynne Systems rentalman: release 5.0.

   TX0004894111
/ 1998-08-13
   6/1/1997    CD-ROM +
computer program
   Wynne Systems, Inc.

Wynne Systems rentalman: release 10

   TX 7-024-376 /
2009-06-23
   2/6/2007    Computer
program
   Wynne Systems, Inc.