GUARANTEE SUPPLEMENT
Exhibit 10.8
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.
(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.
(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
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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.
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Very truly yours,
INFOMANAGER, INC. | ||
By | /s/ Xxxxx Xxxxxxxxx | |
Name: Xxxxx Xxxxxxxxx Title: Vice President and Treasurer | ||
UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER | ||
By | /s/ Xxxxx Xxxxxxxxx | |
Name: Xxxxx Xxxxxxxxx Title: Senior Vice President and Treasurer | ||
XXXXX SYSTEMS, INC. | ||
By | /s/ Xxxxx Xxxxxxxxx | |
Name: Xxxxx Xxxxxxxxx Title: Vice President and Treasurer |
[Signature Page to Canadian Guarantee Supplement]