UNITED RENTALS (NORTH AMERICA), INC. 7¾% Senior Subordinated Notes Due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2003 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
United Rentals (North America), Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, Banc of America Securities LLC, Citigroup Global Markets Inc. and Lehman Brothers Inc. (collectively, the “Initial Purchasers”), for whom J.P. Morgan Securities Inc. and Credit Suisse First Boston LLC are co-representatives, upon the terms set forth in a purchase agreement dated as of October 28, 2003 (the “Purchase Agreement”), $525,000,000 aggregate principal amount of its 7¾% Senior Subordinated Notes due 2013 (the “Notes”) to be guaranteed (the “Guaranties”) by the entities listed herein (the “Guarantors”). The Notes and the Guaranties are together referred to as the “Initial Securities”. The Initial Securities will be issued pursuant to an Indenture, dated as of November 12, 2003 (the “Indenture”), among the Company, the Guarantors named therein and The Bank of New York, as trustee (the “Trustee”). As an inducement
UNITED RENTALS (NORTH AMERICA), INC. as the Company and UNITED RENTALS, INC. and THE SUBSIDIARIES NAMED HEREIN as Guarantors to THE BANK OF NEW YORK as TrusteeIndenture • November 14th, 2003 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
INDENTURE, dated as of November 12, 2003, among UNITED RENTALS (NORTH AMERICA), INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Five Greenwich Office Park, Greenwich, Connecticut 06830, UNITED RENTALS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called “Holdings”), the Subsidiaries of the Company named in Schedule A (together with any additional Domestic Subsidiaries of the Company that execute Guarantee Agreements in accordance with Section 10.17 of this Indenture, herein called the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and THE BANK OF NEW YORK, 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”).
UNITED RENTALS (NORTH AMERICA), INC. as Issuer and UNITED RENTALS, INC. as Guarantor and THE BANK OF NEW YORK as TrusteeIndenture • November 14th, 2003 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
INDENTURE, dated as of October 31, 2003, among UNITED RENTALS (NORTH AMERICA), INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Five Greenwich Office Park, Greenwich, Connecticut 06830, UNITED RENTALS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called “Holdings”) and THE BANK OF NEW YORK, 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”).
UNITED RENTALS (NORTH AMERICA), INC.Purchase Agreement • November 14th, 2003 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture, the Offered Securities and the Guaranty are referred to herein as the “Operative Documents”. The credit agreement dated as of April 20, 2001 among Holdings, the Company, United Rentals of Canada, Inc., the lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, J.P. Morgan Bank Canada, as Canadian
UNITED RENTALS (NORTH AMERICA), INC.Registration Rights Agreement • November 14th, 2003 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
United Rentals (North America), Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Goldman Sachs & Co. and Banc of America Securities LLC (collectively, the “Initial Purchasers”), for whom Goldman Sachs & Co. is the representative for purposes of this Agreement, upon the terms set forth in a purchase agreement dated as of October 28, 2003 (the “Purchase Agreement”), $125,000,000 principal amount of its 1 % Convertible Senior Subordinated Notes due October 15, 2023 (the “FirmNotes”) and, at the election of the Initial Purchasers, up to an aggregate of $18,750,000 additional aggregate principal amount of such notes (the “Optional Notes”, and together with the Firm Notes, the “Notes”) to be guaranteed (the “Guarantee”) by United Rentals, Inc., a Delaware corporation and parent of the Company (the “Guarantor”). The Notes and the Guarantee are together referred to as the “Initial Securities”. The Initial Securities will be convertible into shares of common stock, pa
ContractFifth Amendment and Agreement • November 14th, 2003 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
FIFTH AMENDMENT AND AGREEMENT, dated as of November 4, 2003 (this “Amendment”), among UNITED RENTALS, INC. (“Holdings”), UNITED RENTALS (NORTH AMERICA), INC. (the “U.S. Borrower”), UNITED RENTALS OF CANADA, INC. (“UR Canada”), UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC (“UR Nova Scotia (No. 1)” and, together with the U.S. Borrower and UR Canada, the “Borrowers”), the lenders party hereto, JPMORGAN CHASE BANK, as U.S. administrative agent (in such capacity, the “U.S. Administrative Agent”), J.P. MORGAN BANK CANADA, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent” and, together with the U.S. Administrative Agent, the “Administrative Agents”), BANK OF AMERICA, N.A., as Canadian collateral agent (in such capacity, the “Canadian Collateral Agent”), and JPMORGAN CHASE BANK, TORONTO BRANCH.
