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...First Supplemental Indenture • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
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.
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
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 the
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...United Rentals Inc /De • May 3rd, 2012 • Services-equipment rental & leasing, nec • New York
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”).
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, 2012Supplemental Indenture • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
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”).
ACCESSION AGREEMENTAccession Agreement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec
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.
AGREEMENT AND PLAN OF MERGER OF UNITED RENTALS (NORTH AMERICA), INC. a Delaware corporation WITH AND INTO UR MERGER SUB CORPORATION a Delaware corporationAgreement and Plan of Merger • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • Delaware
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”).
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...United Rentals Inc /De • May 3rd, 2012 • Services-equipment rental & leasing, nec • New York
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”).
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...United Rentals Inc /De • May 3rd, 2012 • Services-equipment rental & leasing, nec • New York
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”).
UR FINANCING ESCROW CORPORATIONRegistration Rights Agreement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
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.
GUARANTY SUPPLEMENTGuaranty Supplement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
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 Gua
UR FINANCING ESCROW CORPORATIONRegistration Rights Agreement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
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.
UR FINANCING ESCROW CORPORATIONRegistration Rights Agreement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
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.
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • Ontario
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 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
ContractIntellectual Property Security Agreement Supplement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
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).
GUARANTEE SUPPLEMENTCredit Agreement • May 3rd, 2012 • United Rentals Inc /De • Services-equipment rental & leasing, nec • Ontario
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
