Exhibit 10.1


	
 


	
CREDIT AGREEMENT


	
 


	
Dated as of June 9, 2008


	
 


	
among


	
 


	
THE FINANCIAL INSTITUTIONS NAMED HEREIN


	
as the Lenders


	



	
 


	
and


	
 


	
BANK OF
  AMERICA, N.A.


	
as Agent, U.S. Swingline Lender and Letter
  of Credit Issuer


	



	
 


	
BANK OF AMERICA, N.A. (acting through its
  Canada Branch)


	
as Canadian Swingline Lender and as a
  Canadian Funding Bank


	



	
 


	
and


	
 


	
UBS SECURITIES LLC


	
as the Syndication Agent


	



	
 


	
UBS AG CANADA BRANCH


	
as a Canadian Funding Bank


	



	
 


	
and


	
 


	
WACHOVIA BANK, NATIONAL ASSOCIATION


	
as Co-Documentation Agent


	



	
 


	
WACHOVIA CAPITAL FINANCE CORPORATION
  (CANADA)


	
as a Canadian Funding Bank


	



	
 


	
and


	
 


	
       WELLS FARGO FOOTHILL, LLC


	
as Co-Documentation Agent


	



	
 


	
and


	
 


	
UNITED RENTALS (NORTH AMERICA), INC.


	
and certain of its Subsidiaries


	
as the U.S. Borrowers


	



	
 


	
UNITED RENTALS, INC.


	
and certain of its Subsidiaries


	
as the Guarantors


	




	
 


	
UNITED RENTALS OF CANADA, INC.


	
and UNITED RENTALS ALBERTA HOLDING, LP


	
as the Canadian Borrowers


	



	
 


	
UNITED RENTALS FINANCING LIMITED
  PARTNERSHIP


	
as the Specified Loan Borrower


	



	
 


	
and


	
 


	
BANC OF AMERICA SECURITIES LLC and


	
UBS SECURITIES LLC


	
as the Joint Lead Arrangers


	



	
 


	
and


	
 


	
BANC OF AMERICA SECURITIES LLC


	
UBS SECURITIES LLC and


	
WACHOVIA CAPITAL MARKETS, LLC


	
as the Joint Book Managers


	











TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	
 


	
ARTICLE I 

  DEFINITIONS


	
 

	
 

	
 


	
1.1

	
Defined Terms

	
2


	
1.2

	
Accounting Terms

	
55


	
1.3

	
Interpretive Provisions

	
55


	
1.4

	
Classification of Loans and Borrowings

	
56


	
1.5

	
Effectuation of Transactions

	
56


	
1.6

	
Currency

	
56


	
 

	
 

	
 


	
ARTICLE II
 LOANS AND LETTERS OF CREDIT


	
 

	
 

	
 


	
2.1

	
Credit Facilities

	
57


	
2.2

	
Revolving Loans

	
58


	
2.3

	
Specified Loans

	
58


	
2.4

	
Letters of Credit

	
58


	
2.5

	
U.S. Loan Administration

	
62


	
2.6

	
Canadian Revolving Loan Administration

	
65


	
2.7

	
Reserves; Bank Products

	
69


	
2.8

	
Increase of Commitments; Additional Lenders

	
70


	
2.9

	
Canadian Revolver Adjustments

	
72


	
2.10

	
Specified Loan Administration

	
73


	
 

	
 

	
 


	
ARTICLE III 

  INTEREST AND FEES


	
 

	
 

	
 


	
3.1

	
Interest

	
75


	
3.2

	
Continuation and Conversion Elections

	
76


	
3.3

	
Maximum Interest Rate

	
78


	
3.4

	
Closing Fees

	
78


	
3.5

	
Unused Line Fee

	
78


	
3.6

	
Letter of Credit Fees

	
79


	
 

	
 

	
 


	
ARTICLE IV 

  PAYMENTS AND PREPAYMENTS


	
 

	
 

	
 


	
4.1

	
Payments and Prepayments

	
79


	
4.2

	
Out-of-Formula Condition

	
80


	
4.3

	
Mandatory Prepayments

	
80


	
4.4

	
Termination or Reductions of Facilities

	
81


	
4.5

	
LIBOR Loan and BA Equivalent Loans
  Prepayments

	
82


	
4.6

	
Payments by the Borrowers

	
82


	
4.7

	
Apportionment, Application and Reversal of
  Payments

	
82





i






	
 

	
 

	
 


	
4.8

	
Indemnity for Returned Payments

	
83


	
4.9

	
Agent’s and Lenders’ Books and Records;
  Monthly Statements

	
83


	
4.10

	
Borrowers’ Agent

	
84


	
4.11

	
Joint and Several Liability

	
84


	
4.12

	
Obligations Absolute

	
85


	
4.13

	
Waiver of Suretyship Defenses

	
85


	
4.14

	
Contribution and Indemnification among the
  Borrowers

	
86


	
4.15

	
Excess Resulting from Exchange Rate Change

	
86


	
 

	
 

	
 


	
ARTICLE V 

  TAXES, YIELD PROTECTION AND ILLEGALITY


	
 

	
 

	
 


	
5.1

	
Taxes

	
86


	
5.2

	
Illegality

	
88


	
5.3

	
Increased Costs and Reduction of Return

	
88


	
5.4

	
Funding Losses

	
89


	
5.5

	
Inability to Determine Rates

	
89


	
5.6

	
Certificates of Agent

	
90


	
5.7

	
Survival

	
90


	
5.8

	
Assignment of Commitments Under Certain
  Circumstances

	
90


	
 

	
 

	
 


	
ARTICLE VI 

  BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES; CURRENCY


	
 

	
 

	
 


	
6.1

	
Books and Records

	
91


	
6.2

	
Financial Information

	
91


	
6.3

	
Notices to the Agent

	
93


	
6.4

	
Collateral Reporting

	
95


	
 

	
 

	
 


	
ARTICLE VII 

  GENERAL WARRANTIES AND REPRESENTATIONS


	
 

	
 

	
 


	
7.1

	
Authorization, Validity, and Enforceability
  of this Agreement and the Loan Documents

	
96


	
7.2

	
Validity and Priority of Security Interest

	
97


	
7.3

	
Organization and Qualification

	
97


	
7.4

	
Corporate Name; Prior Transactions

	
97


	
7.5

	
Subsidiaries

	
97


	
7.6

	
Financial Statements; Borrowing Base
  Certificate and Projections

	
97


	
7.7

	
Capitalization

	
98


	
7.8

	
Solvency

	
98


	
7.9

	
Debt and Lien

	
98


	
7.10

	
Real Estate; Leases

	
98


	
7.11

	
Proprietary Rights

	
99


	
7.12

	
Litigation

	
99


	
7.13

	
Labor Disputes

	
99


	
7.14

	
Environmental Laws

	
100


	
7.15

	
No Violation of Law

	
100





ii






	
 

	
 

	
 


	
7.16

	
No Default

	
100


	
7.17

	
ERISA Compliance

	
100


	
7.18

	
Taxes

	
101


	
7.19

	
Regulated Entities

	
101


	
7.20

	
Use of Proceeds; Margin Regulations

	
101


	
7.21

	
No Material Adverse Change

	
102


	
7.22

	
Full Disclosure

	
102


	
7.23

	
Government Authorization

	
102


	
7.24

	
Rental Equipment

	
102


	
7.25

	
Leases

	
102


	
7.26

	
Anti-Terrorism Laws

	
102


	
7.27

	
Confidential Information Memorandum

	
103


	
7.28

	
Insurance

	
103


	
7.29

	
Casualty, Etc

	
103


	
7.30

	
Designation of Senior Debt

	
103


	
 

	
 

	
 


	
ARTICLE VIII 

  AFFIRMATIVE AND NEGATIVE COVENANTS


	
 

	
 

	
 


	
8.1

	
Taxes and Other Obligations

	
103


	
8.2

	
Legal Existence and Good Standing

	
104


	
8.3

	
Compliance with Law and Agreements;
  Maintenance of Licenses

	
104


	
8.4

	
Maintenance of Property, Inspection

	
104


	
8.5

	
Insurance

	
105


	
8.6

	
Insurance and Condemnation Proceeds

	
106


	
8.7

	
Environmental Laws

	
106


	
8.8

	
Compliance with ERISA

	
106


	
8.9

	
Accounting Changes

	
107


	
8.10

	
Mergers, Consolidations or Sales

	
107


	
8.11

	
Distributions; Restricted Investments

	
108


	
8.12

	
Guarantees

	
108


	
8.13

	
Debt

	
108


	
8.14

	
Prepayments of Debt

	
110


	
8.15

	
Transactions with Affiliates

	
111


	
8.16

	
Investment Banking and Finder’s Fees

	
111


	
8.17

	
Business Conducted

	
111


	
8.18

	
Liens

	
111


	
8.19

	
Restrictive Agreements

	
111


	
8.20

	
Sale and Leaseback Transactions

	
112


	
8.21

	
Fiscal Year

	
112


	
8.22

	
Fixed Charge Coverage Ratio

	
112


	
8.23

	
Senior Secured Leverage Ratio

	
113


	
8.24

	
Anti-Terrorism Laws

	
113


	
8.25

	
Additional Obligors

	
114


	
8.26

	
Compliance with Terms of Leaseholds

	
115


	
8.27

	
Bank and Securities Accounts; Cash Dominion

	
115


	
8.28

	
Use of Proceeds

	
116





iii






	
 

	
 

	
 


	
8.29

	
Further Assurances

	
116


	
8.30

	
61⁄2% Senior Notes

	
116


	
8.31

	
Qualified Receivables Transactions.

	
116


	
8.32

	
Designation of Other Senior Debt

	
117


	
8.33

	
Certain Documents; Borrowers

	
117


	
8.34

	
Post-Closing Covenant

	
117


	
 

	
 

	
 


	
ARTICLE IX
 CONDITIONS OF LENDING


	
 

	
 

	
 


	
9.1

	
Conditions Precedent to Making of Loans on
  the Closing Date

	
118


	
9.2

	
Conditions Precedent to Each Loan

	
121


	
 

	
 

	
 


	
ARTICLE X
 DEFAULT; REMEDIES


	
 

	
 

	
 


	
10.1

	
Events of Default

	
122


	
10.2

	
Remedies

	
125


	
 

	
 

	
 


	
ARTICLE XI 

  TERM AND TERMINATION


	
 

	
 

	
 


	
11.1

	
Term and Termination

	
126


	
 

	
 

	
 


	
ARTICLE XII 

  AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS


	
 

	
 

	
 


	
12.1

	
Amendments and Waivers

	
127


	
12.2

	
Assignments; Participations

	
129


	
 

	
 

	
 


	
ARTICLE XIII 

  THE AGENT


	
 

	
 

	
 


	
13.1

	
Appointment and Authorization

	
133


	
13.2

	
Delegation of Duties

	
134


	
13.3

	
Liability of Agent

	
135


	
13.4

	
Reliance by Agent

	
135


	
13.5

	
Notice of Default

	
135


	
13.6

	
Credit Decision

	
136


	
13.7

	
Indemnification

	
136


	
13.8

	
Agent in Individual Capacity

	
137


	
13.9

	
Successor Agent

	
137


	
13.10

	
Withholding Tax

	
137


	
13.11

	
Collateral Matters

	
139


	
13.12

	
Restrictions on Actions by Lenders; Sharing
  of Payments

	
140


	
13.13

	
Agency for Perfection

	
141


	
13.14

	
Payments by Agent to Lenders

	
142


	
13.15

	
Settlement

	
142


	
13.16

	
Letters of Credit; Intra-Lender Issues

	
145





iv







	
 

	
 

	
 


	
13.17

	
Canadian Revolving Loans; Intra-Lender
  Issues

	
148


	
13.18

	
Concerning the Collateral and the Related
  Loan Documents

	
153


	
13.19

	
Field Audit and Examination Reports;
  Disclaimer by Lenders

	
154


	
13.20

	
Relation Among Lenders

	
154


	
13.21

	
Arrangers; Agent

	
154


	
13.22

	
The Register

	
155


	
 

	
 

	
 


	
ARTICLE XIV 

  MISCELLANEOUS


	
 

	
 

	
 


	
14.1

	
No Waivers; Cumulative Remedies

	
156


	
14.2

	
Severability

	
156


	
14.3

	
Governing Law; Choice of Forum; Service of
  Process

	
156


	
14.4

	
WAIVER OF JURY TRIAL

	
157


	
14.5

	
Survival of Representations and Warranties

	
157


	
14.6

	
Other Security and Guarantees

	
158


	
14.7

	
Fees and Expenses

	
158


	
14.8

	
Notices

	
159


	
14.9

	
Waiver of Notices

	
160


	
14.10

	
Binding Effect

	
160


	
14.11

	
Indemnity of the Agent and the Lenders

	
160


	
14.12

	
Limitation of Liability

	
161


	
14.13

	
Final Agreement

	
161


	
14.14

	
Counterparts; Facsimile Signatures

	
161


	
14.15

	
Captions

	
162


	
14.16

	
Right of Setoff

	
162


	
14.17

	
Confidentiality

	
162


	
14.18

	
Conflicts with Other Loan Documents

	
163


	
14.19

	
Collateral Matters

	
163


	
14.20

	
No Fiduciary Relationship

	
163


	
14.21

	
Judgment Currency

	
163


	
14.22

	
Canadian Lenders

	
164


	
14.23

	
U.S. Lenders

	
164


	
14.24

	
USA PATRIOT Act

	
164





v






	
 

	
 

	
 


	
EXHIBITS AND
  SCHEDULES


	
 

	
 

	
 


	
EXHIBIT A

	
 

	
FORM OF BORROWING BASE CERTIFICATE


	
EXHIBIT B-1

	
 

	
U.S. NOTICE OF BORROWING


	
EXHIBIT B-2

	
 

	
CANADIAN NOTICE OF BORROWING


	
EXHIBIT B-3

	
 

	
SPECIFIED LOAN NOTICE OF BORROWING


	
EXHIBIT C-1

	
 

	
FORM OF U.S. NOTICE OF CONTINUATION/CONVERSION


	
EXHIBIT C-2

	
 

	
FORM OF CANADIAN NOTICE OF CONTINUATION/CONVERSION


	
EXHIBIT C-3

	
 

	
FORM OF SPECIFIED LOAN NOTICE OF CONTINUATION/CONVERSION


	
EXHIBIT D

	
 

	
FORM OF COMPLIANCE CERTIFICATE


	
EXHIBIT E

	
 

	
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


	
EXHIBIT F

	
 

	
PERFECTION CERTIFICATE


	
EXHIBIT G

	
 

	
FORM OF SOLVENCY CERTIFICATE


	
SCHEDULE 1.1

	
 

	
LENDERS’ COMMITMENTS


	
SCHEDULE 1.2

	
 

	
U.S. SUBSIDIARY BORROWERS


	
SCHEDULE 1.3

	
 

	
IMMATERIAL SUBSIDIARIES


	
SCHEDULE 1.4

	
 

	
RECEIVABLES ENTITIES


	
SCHEDULE 7.4

	
 

	
PRIOR NAMES AND TRANSACTIONS


	
SCHEDULE 7.5

	
 

	
SUBSIDIARIES


	
SCHEDULE 7.7

	
 

	
CAPITALIZATION


	
SCHEDULE 7.10

	
 

	
REAL ESTATE; LEASES


	
SCHEDULE 7.12

	
 

	
LITIGATION


	
SCHEDULE 7.13

	
 

	
LABOR DISPUTES


	
SCHEDULE 7.14

	
 

	
ENVIRONMENTAL LAW


	
SCHEDULE 7.17

	
 

	
ERISA AND PENSION PLAN COMPLIANCE


	
SCHEDULE 7.18

	
 

	
TAXES


	
SCHEDULE 8.11

	
 

	
PERMITTED INVESTMENTS


	
SCHEDULE 8.13

	
 

	
DEBT


	
SCHEDULE 8.15

	
 

	
AFFILIATE TRANSACTIONS





vi









CREDIT AGREEMENT


          This
Credit Agreement dated as of June 9, 2008, among the financial institutions
from time to time parties hereto (such financial institutions, together with
their respective successors and assigns, are referred to hereinafter each
individually as a “Lender” and collectively as the “Lenders”),
Bank of America, N.A., with an office at 335 Madison Avenue, New York, New York
10017, as Agent, U.S. Swingline Lender and Letter of Credit Issuer, Bank of
America, N.A. (acting through its Canada branch), with an office at 200 Front
Street West, Toronto, Ontario, M5V 3L2, as Canadian Swingline Lender and as a
Canadian Funding Bank, UBS Securities LLC, as the syndication agent (in its
capacity as the syndication agent, the “Syndication Agent”), UBS AG
Canada Branch, as a Canadian Funding Bank, Wachovia Bank, National Association,
as a co-documentation agent (in its capacity as a co-documentation agent, a “Co-Documentation
Agent”), Wachovia Capital Finance Corporation (Canada), as a Canadian Funding
Bank, Wells Fargo Foothill, LLC, as a co-documentation agent (in its capacity as a
co-documentation agent, a “Co-Documentation Agent”), United Rentals,
Inc., a Delaware corporation, with offices at Five Greenwich Office Park,
Greenwich, Connecticut 06831 (“Holdings”), United Rentals(North
America), Inc., a Delaware corporation, with offices at Five Greenwich Office
Park, Greenwich, Connecticut 06831 (the “Company”), each Subsidiary that
is listed on Schedule 1.2 (the “U.S. Subsidiary Borrowers”
and, together with the Company, the “U.S. Borrowers”), United Rentals of
Canada, Inc., a company formed under the federal laws of Canada (“URC”),
United Rentals Alberta Holding, LP (“URA” and, together with URC, the “Canadian
Borrowers”), United Rentals Financing Limited Partnership, a Delaware
partnership (the “Specified Loan Borrower”) and the Guarantors (as
defined below) party hereto.


W I T N E S S E T H:


          WHEREAS,
the Borrowers have requested that the U.S. Lenders make available a revolving
credit facility, portions of which may be used from time to time by the U.S.
Borrowers and the Specified Loan Borrower, in each case on the terms and
conditions specified herein;


          WHEREAS,
the Borrowers have requested that the Canadian Lenders make available a
revolving credit facility, which may be used from time to time by the Canadian
Borrowers, in each case on the terms and conditions specified herein;


          WHEREAS,
all Obligations incurred pursuant hereto are and shall continue to be secured
by, among other things, the Security Agreements and the other Loan Documents,
in each case as and to the extent set forth herein and therein; and


          WHEREAS,
each of the U.S. Guarantors has agreed to guarantee the Obligations of each of
the Borrowers, and each of the Canadian Guarantors has agreed to guarantee the
Obligations of each Canadian Borrower.


          NOW,
THEREFORE, in consideration of the mutual conditions and agreements set forth
in this Agreement, and for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto hereby agree as follows:






ARTICLE I


DEFINITIONS


          1.1
Defined Terms. As used in this Agreement, the following terms shall have
the meanings specified below: 


          “17⁄8%
Convertible Senior Subordinated Note Indenture” means that certain
Indenture dated October 31, 2003 among United Rentals, the Company, as
guarantor, and The Bank of New York, as Trustee, as amended, modified and
supplemented from time to time prior to the date hereof.


          “17⁄8%
Convertible Senior Subordinated Notes” means the 17⁄8% Convertible
Senior Subordinated Notes due 2023 issued by the Company pursuant to the
17⁄8% Convertible Senior Subordinated Note Indenture.


          “61⁄2%
QUIPS” means the 61⁄2% Convertible Subordinated Debentures due 2028 issued by
United Rentals pursuant to the 61⁄2% Convertible QUIPS Debenture Indenture.


          “61⁄2%
QUIPS Debenture Indenture” means that certain Indenture dated as of August
5, 1998 between United Rentals Holdings, Inc. and The Bank of New York, as
Trustee, as amended, modified and supplemented from time to time prior to the
date hereof.


          “61⁄2%
Senior Note Indenture” means that certain Indenture dated as of
February 17, 2004 among the Company, the guarantors named therein and The Bank
of New York, as Trustee, as amended, modified and supplemented from time to
time prior to the date hereof.


          “61⁄2%
Senior Notes” means the 61⁄2% Senior Notes due 2012 issued by the Company
pursuant to the 61⁄2% Senior Note Indenture.


          “7%
Senior Subordinated Note Indenture” means that certain Indenture dated as
of January 28, 2004 among the Company, the guarantors named therein and The
Bank of New York, as Trustee, as amended, modified and supplemented from time
to time prior to the date hereof.


          “7%
Senior Subordinated Notes” means the 7% Senior Subordinated Notes due 2014
issued by the Company pursuant to the 7% Senior Subordinated Note Indenture.


          “73⁄4%
Senior Subordinated Note Indenture” means that certain Indenture dated
November 12, 2003 among the Company, the guarantors named therein, and The Bank
of New York, as Trustee as amended, modified and supplemented from time to time
prior to the date hereof.


          “73⁄4%
Senior Subordinated Notes” means the 73⁄4% Senior Subordinated Notes due 2013
issued by the Company pursuant to the 73⁄4% Senior Subordinated Note Indenture.


          “Accommodation
Payment” has the meaning specified in Section 4.14. 


2






          “Accounts”
means, with respect to each Obligor and its Subsidiaries, all of such Obligor’s
or such Subsidiary’s now owned or hereafter acquired or arising accounts, as
defined in the UCC or the PPSA, as applicable, and Leases, including any rights
to payment for the sale or lease of goods or rendition of services, whether or
not they have been earned by performance, all Progress Billings, and all
rentals, lease payments and other monies due and to become due under any Lease.


          “Account
Debtor” means each Person obligated in any way on or in connection with an
Account, Chattel Paper or General Intangibles (including a payment intangible).


          “Acquisition
Consideration” means the sum of cash and notes disbursed or issued to
sellers under a Permitted Acquisition plus funded debt of the sellers or the
Target assumed (or, in the case of the Target, retained) by the Borrowers and
their respective Subsidiaries (including, if applicable, the Target) to the
extent permitted by the Agreement.


          “Affiliate”
means, as to any Person, any other Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person or
which owns, directly or indirectly, twenty-five percent (25%) or more of the
outstanding equity interests of such Person. A Person shall be deemed to control
another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the
other Person, whether through the ownership of voting securities, by contract,
or otherwise. Without limiting the generality of the foregoing, when used with
respect to the Agent or any Lender or Canadian Funding Bank, the term
“Affiliate” shall include any “authorized foreign bank” for purposes of the
Income Tax Act (Canada) of such Person.


          “Agent”
means Bank of America, N.A., as the agent for the Lenders under this Agreement,
or any successor agent.


          “Agent
Advances” means the U.S. Agent Advances and Canadian Agent Advances, as the
context requires.


          “Agent’s
Liens” means the Liens in the Collateral granted to the Agent, for the
benefit of the Secured Parties, pursuant to the Agreement and the other Loan
Documents.


          “Agent-Related
Persons” means the Agent, together with its Affiliates, and the officers,
directors, employees, counsel, representatives, agents and attorneys-in-fact of
the Agent and such Affiliates.


          “Aggregate
Canadian Revolver Outstandings” means, at any date of determination and
without duplication, the Equivalent Amount in Dollars of the unpaid principal
balance of Canadian Revolving Loans.


          “Aggregate
Canadian Revolver Outstandings Funded On U.S. Borrowing Base” means, at any
date of determination and without duplication, (a) the Aggregate Canadian
Revolver Outstandings, minus (b) the lesser of (i) the Maximum Canadian
Revolver Amount and (ii) the Canadian Borrowing Base. 


3






          “Aggregate
Revolver Outstandings” means, at any date of determination and without
duplication, the Equivalent Amount in Dollars of the sum of (a) the
Aggregate U.S. Revolver Outstandings and (b) the Aggregate Canadian
Revolver Outstandings.


          “Aggregate
U.S. Revolver Outstandings” means, at any date of determination and without
duplication, the Equivalent Amount in Dollars of the sum of (a) the unpaid
principal balance of U.S. Revolving Loans and Specified Loans, (b) one
hundred percent (100%) of the aggregate undrawn face amount of all outstanding
Letters of Credit, and (c) the aggregate amount of any unpaid
reimbursement obligations in respect of Letters of Credit.


          “Agreement”
means this Credit Agreement, as from time to time amended, modified or
restated.


          “Agreement
Date” means the date of the Agreement.


          “Allocable
Amount” has the meaning specified in Section 4.14. 


          “Anti-Terrorism
Laws” means any Executive Order administered by the U.S. Treasury
Department Office of Foreign Asset Control (OFAC), and the Proceeds of Crime
Act.


          “Applicable
Margin” means a percentage equal to (a) (i) with respect to the
U.S. Revolving Loans that are Base Rate Loans, 1.75% and (ii) with respect
to the Canadian Revolving Loans that are Canadian Prime Rate Loans, 1.75% and
(b) (i) with respect to U.S. Revolving Loans that are LIBOR Loans,
2.75%, (ii) with respect to Canadian Revolving Loans that are BA
Equivalent Loans, 2.75% and (iii) with respect to Specified Loans that are
BA Equivalent Loans, 2.75%; provided that, from and after December 9,
2008, the Applicable Margin shall be determined from time to time on the basis
of the Total Leverage Ratio, as follows:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Level

	
 

	
Total
  Leverage Ratio

	
 

	
Applicable
  Margin for U.S. Revolving Loans that are Base Rate Loans

	
 

	
Applicable

  Margin for U.S. Revolving Loans that are LIBOR Loans

	
 

	
Applicable
  Margin for Canadian Revolving Loans that are Canadian Prime Rate Loans

	
 

	
Applicable
  Margin for Canadian Revolving Loans and Specified Loans that are BA
  Equivalent Loans


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	



	
I

	
 

	
At least 3.5x

	
 

	
2.00%

	
 

	
3.00%

	
 

	
2.00%

	
 

	
3.00%


	
II

	
 

	
Below 3.5x but at least 2.5x

	
 

	
1.75%

	
 

	
2.75%

	
 

	
1.75%

	
 

	
2.75%


	
III

	
 

	
Below 2.5x but at least 1.5x

	
 

	
1.50%

	
 

	
2.50%

	
 

	
1.50%

	
 

	
2.50%


	
IV

	
 

	
Below 1.5x

	
 

	
1.25%

	
 

	
2.25%

	
 

	
1.25%

	
 

	
2.25%





4






          On
December 9, 2008, and thereafter until further adjusted as provided below, the
Applicable Margin shall be determined on the basis of the Total Leverage Ratio
as of the last day of the most recently ended Fiscal Quarter prior to such
date. Thereafter, adjustments in the Applicable Margin shall be implemented
quarterly on a prospective basis, on the fifth Business Day after the date of delivery
to the Lenders of unaudited Financial Statements delivered under Section 6.2(b)
with respect to any Fiscal Quarter end or annual audited Financial Statements
delivered under Section 6.2(a), as applicable, evidencing the need
for an adjustment. Concurrently with the delivery of those Financial
Statements, the Borrowers shall deliver to the Agent and the Lenders the
certificate described in Section 6.2(c). Failure to deliver such
Financial Statements and certificate within ten (10) Business Days after the
date such Financial Statements are due shall, in addition to any other remedy
provided for in the Agreement, result in an increase in the Applicable Margin
to the highest level set forth in the foregoing grid, until the fifth Business
Day following the delivery of those Financial Statements and certificate
demonstrating that such an increase is not required. If any Event of Default
has occurred and is continuing at the time any reduction in the Applicable
Margin is to be implemented in accordance with the foregoing, no reduction
shall occur until the fifth Business Day after the date on which such Event of
Default is waived or cured.


          “Applicable
Period” has the meaning specified in Section 3.1(c). 


          “Applicable
Unused Line Fee Margin” means, with respect to any period, (a) 0.375%,
if the sum of the average daily outstanding principal amount of all Loans
(other than Swingline Loans) plus the average daily undrawn face amount of all
outstanding Letters of Credit during such period is greater than 66% of the
amount of the Revolving Credit Commitments; (b) 0.50%, if the sum of the
average daily outstanding principal amount of all Loans (other than Swingline
Loans) plus the average daily undrawn face amount of all outstanding Letters of
Credit during such period is less than or equal to 66%, and greater than 33%,
of the amount of the Revolving Credit Commitments; and (c) 0.625%, if the
sum of the average daily outstanding principal amount of all Loans (other than
Swingline Loans) plus the average daily undrawn face amount of all outstanding
Letters of Credit during such period is less than or equal to 33% of the amount
of the Revolving Credit Commitments.


          “Appraisal”
means an appraisal, prepared on a basis reasonably satisfactory to the Agent,
setting forth the Net Orderly Liquidation Value of all Rental Equipment, which
appraisal shall be prepared in accordance with Section 8.4(c).


          “Approved
Fund” means any Person (other than a natural person) that is engaged in
making, holding or investing in extensions of credit in its ordinary course of
business and is administered or managed by a Lender, an entity that administers
or manages a Lender, or an Affiliate of either.


          “Arrangers”
means Banc of America Securities LLC and UBS Securities LLC.


          “Asset
Disposition” means any sale, lease, assignment, transfer, or other
disposition of any Collateral to any Person other than the Obligors (including
any condemnation or destruction of Collateral), other than:


          (a)
sales, leases, assignments,
transfers, rentals or other disposals of Equipment and Inventory in the
ordinary course of business;


5






          (b)
sales, transfers or other
dispositions of obsolete, surplus or worn-out property or property that is no
longer necessary in the business of the Borrowers and their Subsidiaries;


          (c)
Like-Kind Exchanges in the ordinary
course of business;


          (d)
dispositions of cash and cash
equivalents pursuant to any transaction permitted under the Loan Documents;


          (e)
sales, discounting or forgiveness of
Accounts in connection with the collection or compromise thereof;


          (f)
sales, assignments and other
transfers of Accounts and Related Assets to a Receivables Entity, so long as
the requirements included in the definition of Qualified Receivables
Transactions have been satisfied;


          (g)
licenses and sublicense of software,
trademarks, patents and other intellectual property and proprietary rights
which do not materially interfere with the business of the Borrower and its
Subsidiaries;


          (h)
transfers, assignments and other
dispositions constituting Permitted Distributions, Permitted Investments or
Permitted Liens;


          (i)
any issuance of Stock by a
Subsidiary of a Borrower to a Borrower or another Subsidiary of a Borrower; and


          (j)
sales, transfers and other
dispositions of property for aggregate consideration of less than $10,000,000
with respect to any individual transaction, provided that the aggregate amount
of such sales, transfers and other dispositions excluded by this clause (j)
shall not exceed $20,000,000 during any Fiscal Year. 


          “Assignee”
has the meaning specified in Section 12.2(a).


          “Assignment
and Acceptance” means an assignment and acceptance agreement entered into
by one or more Lenders and Eligible Assignees (with the consent of any party
whose consent is required by Section 12.2(a)), and accepted by the
Agent, in substantially the form of Exhibit E or any other form approved by the
Agent.


          “Attorney
Costs” means and includes all reasonable and documented fees, expenses and
disbursements of any law firm or other external counsel engaged by the Agent
(including one primary counsel and not more than one local counsel for each jurisdiction
(including foreign jurisdictions)).


          “Authorized
Foreign Bank” has the meaning ascribed thereto by subsection 248(1) of the
Income Tax Act (Canada), and, by reference therein, the meaning ascribed
thereto by Section 2 of the Bank Act (Canada).


          “Availability”
means U.S. Availability or Canadian Availability, as the context requires.


6






          “BA
Equivalent Interest Payment Date” means, with respect to a BA Equivalent
Loan, (i) the last day of each BA Equivalent Interest Period applicable to
such BA Equivalent Loan, (ii) if such BA Equivalent Interest Period is
longer than three months, each three month anniversary of the making of such BA
Equivalent Loan and (iii) the Termination Date.


          “BA
Equivalent Interest Period” means, with respect to each BA Equivalent Loan,
the interest period applicable thereto, as determined pursuant to Section 2.6(b).


          “BA
Equivalent Loan” means a Specified Loan or a Canadian Revolving Loan that
bears interest based on the BA Rate.


          “BA
Rate” means, for the BA Equivalent Interest Period of each BA Equivalent
Loan, the rate of interest per annum equal to the annual rates applicable to
Canadian Dollar Bankers’ Acceptances having an identical or comparable term as
the proposed BA Equivalent Loan displayed and identified as such on the display
referred to as the “CDOR Page” (or any display substituted therefor) of Reuter
Monitor Money Rates Service as at approximately 10:00 a.m. New York City
time on such day (or, if such day is not a Business Day, as of 10:00 a.m.
New York City time on the immediately preceding Business Day), plus five
(5) basis points, provided that if such rates do not appear on the CDOR
Page at such time on such date, the rate for such date will be the average of
the annual discount rates (rounded upward to the nearest whole multiple of
1/100 of 1%) as of 10:00 a.m. New York City time on such day at which the
Canadian chartered banks listed on Schedule 1 of the Bank Act (Canada) are
then offering to purchase Canadian Dollar Bankers’ Acceptances accepted by them
having such specified term (or a term as closely as possible comparable to such
specified term), plus five (5) basis points. 


          “Bank”
means, as the context requires, (a) the U.S. Bank or (b) the Canadian
Bank. Any general reference to the “Bank” shall refer to the U.S. Bank with
respect to the U.S. Credit Facilities and/or the Canadian Bank with respect to
the Canadian Credit Facilities, as applicable.


          “Bank
of America” means Bank of America, N.A. and its successors.


          “Bank
Products” means (a) Hedge Agreements, (b) products and services
under Cash Management Documents and (c) to the extent not otherwise
included in the foregoing, any or all types of banking products, services or
facilities (other than Letters of Credit), including credit card services,
merchant card services and such other banking products or services as, in the
case of each of clauses (a), (b) and (c), may be
requested by any Borrower (on behalf of itself or its Subsidiaries) and
extended to any Borrower by the Agent or any Person that was a Lender or an
Affiliate of the Agent or any Lender at the time it entered into the same.


          “Bank
Product Reserves” means all reserves which the Agent from time to time
establishes in its Reasonable Credit Judgment for the Designated Bank Products
Obligations then outstanding.


          “Bankruptcy
Code” has the meaning specified in Section 4.14.


7






          “Base
Rate” means for any day a fluctuating rate per annum equal to the higher of
(a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in
effect for such day as publicly announced from time to time by Bank of America
as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon
various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.


          “Base
Rate Loan” means any U.S. Revolving Loan during any period for which it
bears interest based on the Base Rate, and all U.S. Agent Advances and U.S.
Swingline Loans.


          “BIA”
means the Bankruptcy and Insolvency Act
(Canada) and the regulations promulgated thereunder.


          “Blocked
Account Agreement” has the meaning specified in Section 8.27. 


          “Blocked
Person” means (a) a Person that is listed in the annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224; (b) a
Person or entity with which any bank or other financial institution is
prohibited from dealing or otherwise engaging in any transaction by any
applicable Anti-Terrorism Law; and (c) a Person or entity that is named as
a “specially designated national” on the most current list published by OFAC at
its official website or any replacement website or other replacement official
publication of such list.


          “Borrowers”
means the U.S. Borrowers, the Canadian Borrowers and the Specified Loan
Borrower.


          “Borrowers’
Agent” means the Company, in its capacity as agent for itself and the other
Borrowers pursuant to Section 4.10.


          “Borrowing”
means a borrowing hereunder consisting of Loans of one Type made on the same
day by Lenders to any Borrower (or (a) by the U.S. Bank in the case of a
Borrowing funded by U.S. Swingline Loans or by the Agent in the case of a
Borrowing consisting of a U.S. Agent Advance, or by the U.S. Bank for the
issuance of Letters of Credit hereunder or (b) by the Canadian Bank in the
case of a Borrowing funded by Canadian Swingline Loans or by the Agent in the
case of a Borrowing consisting of a Canadian Agent Advance.


          “Borrowing
Base” means the U.S. Borrowing Base or the Canadian Borrowing Base, as the
context requires.


          “Borrowing
Base Certificate” means a certificate by a Responsible Officer of the Borrowers’
Agent, substantially in the form of Exhibit A (or another form reasonably
acceptable to the Agent) setting forth the calculation of the U.S. Borrowing
Base and the Canadian Borrowing Base, including a calculation of each component
thereof, all in such detail as shall be reasonably satisfactory to the Agent,
as adjusted pursuant to Section 2.7(a) of the Agreement. All
calculations of the U.S. Borrowing Base and the Canadian Borrowing Base in
connection with the preparation of any Borrowing Base Certificate shall
originally be made by the U.S. Borrowers and the Canadian Borrowers and
certified to the Agent; provided, that the Agent shall have the right to
review and adjust, in the exercise of its Reasonable Credit Judgment, any such
calculation to the extent that such calculation is not in accordance with the
Agreement, provided, further, that the Agent shall provide the
applicable Borrower or Borrowers prior notice of any such adjustment. 


8






          “Business
Day” means (a) any day that is not a Saturday, Sunday, or a day on
which banks in New York, New York are required or permitted to be closed, and
(b) with respect to all notices, determinations, fundings and payments in
connection with the LIBOR Rate or LIBOR Loans, any day that is a Business Day
pursuant to clause (a) above and that is also a day on which
trading in Dollars is carried on by and between banks in the London interbank
market; provided, however, when used in connection with a
Canadian Revolving Loan or Specified Loan, such day shall be a day on which
banks are open for business in Toronto, Canada and New York, New York but
excluding Saturday, Sunday and any other day which is a legal holiday in
Toronto, Canada or New York, New York.


          “Canadian
Agent Advances” has the meaning specified in Section 2.6(i)(i).


          “Canadian
Availability” means, at any time (a) the lesser of (i) the
Maximum Canadian Revolver Amount and (ii) the sum of the Canadian
Borrowing Base and the U.S. Availability, minus (b) the Aggregate
Canadian Revolver Outstandings.


          “Canadian
Bank” means Bank of America, N.A. (acting through its Canada branch), or
any successor entity thereto.


          “Canadian
Borrowers” has the meaning specified in the introductory paragraph to the
Agreement.


          “Canadian
Borrowing Base” means, at any time, an amount in Dollars equal to:


          (a)
the lesser of (i) 95% of the Net Book Value of Eligible Rental Equipment
of the Canadian Obligors and (ii) 85% of the Net Orderly Liquidation Value
of the Eligible Rental Equipment of the Canadian Obligors; minus


          (b)
Reserves from time to time established by the Agent in accordance with Section 2.7(a)
of the Agreement.


          “Canadian
Collateral” means all the Canadian Obligors’ personal property, and all
other assets of any Person, in each case from time to time subject to the
Agent’s Liens securing payment or performance of any Canadian Obligations; provided
that the term “Canadian Collateral” shall not include U.S. Collateral.


          “Canadian
Credit Facilities” means the revolving credit and swingline facilities
provided for by this Agreement extended to the Canadian Borrowers.


          “Canadian
Designated Account” has the meaning specified in Section 2.6(c).


          “Canadian
Dollars or Cdn $ or Cdn. Dollars” means the lawful currency of Canada.


9






          “Canadian
Funding Bank” means any Canadian Lender in its capacity as a funding bank
for and seller of Canadian Loan Participations to Participating Lenders in
respect of Canadian Revolving Loans. The initial Canadian Funding Banks as of
the Agreement Date are (a) the Canadian Bank, (b) unless otherwise agreed by
the Canadian Bank and UBS AG Canada Branch, UBS AG Canada Branch and (c) unless
otherwise agreed by the Canadian Bank and Wachovia Capital Finance Corporation
(Canada), Wachovia Capital Finance Corporation (Canada).


          “Canadian
Funding Percentage” means, with respect to each Canadian Funding Bank, the
percentage of Canadian Revolving Loans subject to Canadian Loan Participations
that shall be made by such Canadian Funding Bank, as such percentage may be
adjusted from time to time in accordance with Section 12.2 such that the
aggregate Canadian Funding Percentages of all Canadian Funding Banks shall be
100% at all times. As of the Agreement Date, unless otherwise agreed among the
Canadian Funding Banks, the Canadian Funding Percentage is (a) in the case of
the Canadian Bank, 40%, (b) in the case of UBS AG Canada Branch, 40%, and (c)
in the case of Wachovia Capital Finance Corporation (Canada), 20%. 


          “Canadian
Guarantee Agreements” means the Canadian URA Guarantee Agreement, the
Canadian URC Guarantee Agreement and the Canadian URFLP Guarantee Agreement.


          “Canadian
Guarantors” means (a) the Foreign Subsidiaries, whether now existing
or hereafter created or acquired, and (b) each other Person (other than a
U.S. Guarantor), who, in a writing accepted by the Agent, guarantees payment or
performance in whole or in part of the Canadian Obligations; provided
that “Canadian Guarantors” shall not include any Subsidiary that is a
Receivables Entity or Immaterial Subsidiary.


          “Canadian
Intellectual Property Agreement” means the Intellectual Property Security
Agreement dated as of the Agreement Date among the Canadian Obligors for the
benefit of the Canadian Secured Parties.


          “Canadian
Lender” means a Lender that has a Canadian Revolving Credit Commitment. For
the avoidance of doubt, unless the Agent shall otherwise approve, each Canadian
Lender shall be (a) a Canadian Resident, or (b) if it is not a Canadian
Resident, it is also not a foreign bank for purposes of the Bank Act (Canada).


          “Canadian
Loan Participation” has the meaning specified in Section 13.17(a).


          “Canadian
Loan Participation Fee” has the meaning specified in Section 13.17(f).


          “Canadian
Notice of Borrowing” has the meaning specified in Section 2.6(a).


          “Canadian
Obligations” means all present and future loans, advances, liabilities,
obligations, covenants, duties, and debts owing by the Canadian Obligors, or
any of them, to the Agent, any Canadian Lender, any Canadian Secured Party
and/or any Indemnified Person, arising under or pursuant to the Agreement or
any of the other Loan Documents in connection with the Canadian Credit
Facilities, whether or not evidenced by any note, or other instrument or
document, whether arising from an extension of credit, opening of a letter of
credit, acceptance, loan, guaranty, indemnification or otherwise, whether
direct or indirect, absolute or contingent, due or to become due, primary or
secondary, as principal or guarantor, and including all principal, interest,
charges, expenses, fees, attorneys’ fees, Attorney Costs, filing fees and any
other sums chargeable to any Canadian Borrower or any other Canadian Obligor
hereunder or under any of the other Loan Documents. “Canadian Obligations”
includes, without limitation, all Designated Bank Products Obligations owed by
any Canadian Obligor. Anything contained herein to the contrary
notwithstanding, the term Canadian Obligations shall not include any U.S.
Obligations.


10






          “Canadian
Obligors” means the Canadian Borrowers and the Canadian Guarantors.


          “Canadian
Participation Settlement” has the meaning specified in Section 13.17(b).


          “Canadian
Participation Settlement Amount” has the meaning specified in Section
13.17(b).


          “Canadian
Participation Settlement Date” has the meaning specified in Section
13.17(b).


          “Canadian
Participation Settlement Period” has the meaning specified in Section
13.17(b).


          “Canadian
Pension Plan” means any Pension Plan applicable solely to employees or
former employees of the Canadian Obligors.


          “Canadian
Prime Rate” means, on any day, the nominal annual rate of interest
announced from time to time by the Agent as its reference rate of interest for
loans made in Canadian Dollars to Canadian customers and designated as its
“prime rate”(the “prime rate” being a rate set by the Agent based upon various
factors including the Agent’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced rate). Any change
in the prime rate announced by the Agent shall take effect at the opening of
business on the day specified in the public announcement of such change. Each
Interest Rate based upon the Canadian Prime Rate shall be adjusted
simultaneously with any change in the Canadian Prime Rate. In the event that
the Agent (including any successor or assignor) does not at any time publicly
announce a prime rate, the “Prime Rate” means the “prime rate” publicly
announced by a Schedule 1 chartered bank in Canada selected by the Agent.


          “Canadian
Prime Rate Loan” means any Canadian Revolving Loan, Canadian Swingline Loan
or Canadian Agent Advance, in each case, during any period for which it bears
interest by reference to the Canadian Prime Rate.


          “Canadian
Resident” means, at any time, (a) a person who at that time is
resident in Canada for purposes of the Income Tax Act (Canada) and is not
prevented by law from making or participating in Canadian Credit Facilities
under this Agreement or (b) an Authorized Foreign Bank which receives all
amounts paid or credited to such bank pursuant to this Agreement or any other
Loan Document in respect of its Canadian banking business (as that term is
defined in subsection 248(1) of the Income Tax Act (Canada).


          “Canadian
Revolver Adjustment” has the meaning specified in Section 2.9.


          “Canadian
Revolver Adjustment Date” has the meaning specified in Section 2.9.


11






          “Canadian
Revolving Credit Borrowing” means a Borrowing comprised of Canadian
Revolving Loans.


          “Canadian
Revolving Credit Commitment” means, at any date for any Canadian Lender,
the obligation of such Canadian Lender to make Canadian Revolving Loans
pursuant to the terms and conditions of this Agreement, which shall not exceed
the aggregate principal amount set forth on Schedule 1.1 under the
heading “Canadian Revolving Credit Commitment” or on the signature page of the
Assignment and Acceptance by which it became a Lender, as modified from time to
time pursuant to the terms of this Agreement or to give effect to any
applicable Assignment and Acceptance; and “Canadian Revolving Credit
Commitments” means the aggregate principal amount of the Canadian Revolving
Credit Commitments of all Canadian Lenders, the maximum amount of which shall
be the Maximum Canadian Revolver Amount; provided, however, that,
after the termination of the Canadian Revolving Credit Commitments, the
Canadian Revolving Credit Commitment of any Canadian Lender shall be deemed to
be in an amount equal to the outstanding principal amount of Canadian Revolving
Loans owing to such Canadian Lender.


           “Canadian
Revolving Loan Commitment Fee” has the meaning specified in Section
13.17(g).


          “Canadian
Revolving Loans” means the revolving loans made pursuant to Section 2.2(b),
each Canadian Agent Advance and Canadian Swingline Loan. 


          “Canadian
Secured Parties” means, collectively, the Agent, the Canadian Lenders
(including the Canadian Funding Banks), the Canadian Bank, the Indemnified
Parties and each of the Agent, any Canadian Lender or any Affiliate of the
Agent or such Canadian Lender to which is owed any Designated Bank Product
Obligations, in each case in its capacity as an obligee of Canadian
Obligations.


          “Canadian
Security Agreements” means, collectively, (a) the general security
agreements and hypothecs, dated as of the Agreement Date, from the Canadian
Obligors in favor of the Agent, for the benefit of the Canadian Secured
Parties, and (b) any security agreement and/or hypothec executed and delivered
after the Agreement Date by a Person that becomes a Canadian Guarantor
hereunder in accordance with Section 8.25(b).


          “Canadian
Security Documents” means the Canadian Intellectual Property Agreement, the
Canadian Security Agreements and any other agreements, instruments and
documents heretofore, now or hereafter securing or guaranteeing any of the
Canadian Obligations.


          “Canadian
Swingline Commitment” means the commitment of the Canadian Bank to make
loans pursuant to Section 2.6(h).


          “Canadian
Swingline Lender” means the Canadian Bank or any successor financial
institution agreed to by the Agent, in its capacity as provider of Canadian
Swingline Loans.


          “Canadian
Swingline Loan” and “Canadian Swingline Loans” have the meanings specified
in Section 2.6(h). 


12






          “Canadian
Swingline Sublimit” has the meaning specified in Section 2.6(h).


          “Canadian
URA Guarantee Agreement” means the Guarantee Agreement dated as of the
Agreement Date from the Canadian Guarantors (other than URA) and U.S. Obligors
in favor of the Agent for the benefit of the Canadian Secured Parties.


          “Canadian
URC Guarantee Agreement” means the Guarantee Agreement dated as of the
Agreement Date from the Canadian Guarantors (other than URC) and U.S. Obligors
in favor of the Agent for the benefit of the Canadian Secured Parties.


          “Canadian
URFLP Guarantee Agreement” means the Guarantee Agreement dated as of the
Agreement Date from United Rentals of Nova Scotia (No. 1), ULC and United
Rentals of Nova Scotia (No. 2), ULC in favor of the Agent for the benefit of
the U.S. Secured Parties.


          “Capital
Adequacy Regulation” means any guideline, request or directive of any
central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank.


          “Capital
Expenditures” means, with respect to any Person for any period, the sum of
(a) the aggregate of all expenditures incurred by such Person and its
consolidated Subsidiaries during such period for purchases of property, plant
and equipment (including Rental Equipment and non-Rental Equipment) or similar
items which, in accordance with GAAP, are or should be included in the
statement of cash flows of such Person and its consolidated Subsidiaries during
such period, net of (b) proceeds received by Holdings or its Subsidiaries
from dispositions of property, plant and equipment (including Rental Equipment
and non-Rental Equipment) or similar items reflected in the statement of cash
flows of such Person and its consolidated Subsidiaries during such period.


          “Capital
Lease” means any lease of property by an Obligor or any of its Subsidiaries
which, in accordance with GAAP, should be reflected as a capital lease on the
balance sheet of the Consolidated Parties.


          “Capital
Lease Obligation” means, with respect to any Capital Lease of any Person,
the amount of the obligation of the lessee thereunder that, in accordance with
GAAP, would appear on a balance sheet of such lessee in respect of such Capital
Lease.


          “Cash
Dominion Period” means (a) any period commencing on the date on which the
Combined Borrowing Base Availability shall have been less than 15% of the
Combined Borrowing Base and ending on the date on which the Combined Borrowing
Base Availability shall have been at least 15% of the Combined Borrowing Base
for 60 consecutive calendar days or (b) any period during which an Event of
Default shall have occurred and be continuing.


          “Cash
Management Document” means any certificate, agreement or other document
executed by any Borrower in respect of the Cash Management Obligations of any
such Person.


13






          “Cash
Management Obligation” means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of such Person in respect of cash
management services (including treasury, depository, return item, overdraft,
controlled disbursement, credit, merchant store value or debit card, purchase
card, e-payables services, electronic funds transfer, interstate depository
network, automatic clearing house transfer and other cash management
arrangements) provided after the date hereof (regardless of whether these or
similar services were provided prior to the date hereof by the Agent, any
Lender or any Affiliate of any of them) by the Agent or any Person that was a
Lender or the Agent or an Affiliate of the Agent or any Lender at the time the
applicable Cash Management Documents were entered into, including obligations
for the payment of fees, interest, charges, expenses, attorneys’ fees and
disbursements in connection therewith.


          “CCAA”
means the Companies’ Creditors Arrangement
Act (Canada) and the regulations promulgated thereunder.


          “Change
of Control” means, at any time and for any reason whatsoever, (a) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that a person or group shall be deemed to
have “beneficial ownership” of all securities that such person or group has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an “option right”)), directly or indirectly,
of 50% or more of the equity securities of Holdings entitled to vote for
members of the board of directors or equivalent governing body of Holdings on a
fully-diluted basis (and taking into account all such securities that such
“person” or “group” has the right to acquire pursuant to any option right), or
(b) Holdings shall cease to own directly 100% on a fully diluted basis of
the voting interests in the Company’s capital stock, or (c) the Continuing
Directors cease to constitute a majority of the members of the Board of
Directors of Holdings.


          “Charter
Documents” means, with respect to any Person, the certificate or articles
of incorporation or organization, memoranda of association, by-laws or
operating agreement, and other organizational or governing documents of such
Person.


          “Chattel
Paper” means all of each Borrower’s, each Guarantor’s and each of their
Subsidiary’s now owned or hereafter acquired chattel paper, as defined in the
UCC or, with respect to any chattel paper of any Canadian Obligor, the PPSA,
including electronic chattel paper.


          “Closing
Date” means the later of the Agreement Date and the first date on which all
of the applicable conditions set forth in Section 9.1 have been
fulfilled (or waived in writing by the Agent and the Arrangers).


          “Code”
means the Internal Revenue Code of 1986, as amended.


          “Collateral”
means the U.S. Collateral and/or the Canadian Collateral, collectively or
individually, as the context requires.


          “Collateral
Access Agreements” means any landlord waiver, mortgagee waiver, bailee
letter, or any similar acknowledgment or agreement of any warehouseman or
processor that owns or is in possession of property where Rental Equipment or
Merchandise and Consumables Inventory is stored or located, in each case in a
form reasonably satisfactory to the Agent.


14






          “Combined
Availability” means, at any time (a) the lesser of (i) the
Maximum Revolver Amount or (ii) the Combined Borrowing Base, minus
(b) in each case, the Aggregate Revolver Outstandings.


          “Combined
Borrowing Base” means, at any time, the sum of (a) the U.S. Borrowing Base
at such time and (b) the lesser of the Canadian Borrowing Base at such time and
the Maximum Canadian Revolver Amount at such time.


          “Combined
Borrowing Base Availability” means, at any date of determination, the
excess of the Combined Borrowing Base over the Aggregate Revolver Outstandings
on such date.


          “Commitment”
means a U.S. Revolving Credit Commitment, Canadian Revolving Credit Commitment,
U.S. Swingline Commitment or Canadian Swingline Commitment.


          “Commitment
Increase” has the meaning specified in Section 2.8(a).


          “Commitment
Increase Cap” has the meaning specified in Section 2.8(a).


          “Commitment
Increase Effective Date” has the meaning specified in Section 2.8(a).


          “Company”
has the meaning specified in the introductory paragraph to the Agreement.


          “Compliance
Certificate” means a certificate substantially in the form of Exhibit D.


          “Confidential
Information Memorandum” means the Confidential Information Memorandum of
the Company dated May, 2008.


          “Consolidated
EBITDA” means, for any period, an amount equal to Consolidated Net Income
plus (a) the following to the extent deducted in calculating such
Consolidated Net Income, but without duplication: (i) any provision for
taxes based on income, gain, capital or profits, including state, franchise and
similar taxes and foreign withholding taxes paid or accrued during such period
(net of any credits applicable to any such taxes utilized or accrued during
such period), (ii) total interest expense and, to the extent not reflected
in such total interest expense, any losses on hedging obligations or other
derivative transactions entered into for the purpose of hedging interest rate
risk, net of interest income and gains on such hedging obligations, (iii) depreciation
and amortization expense, including amortization or impairment of intangibles
(including, but not limited to, goodwill), (iv) amortization or write-off
of debt discount and debt issuance costs and commissions and discounts and other
fees and charges associated with Debt, (v) cash expenses incurred in
connection with the consummation of Permitted Acquisitions, the issuance of
equity interests or the incurrence of Debt (in each case, whether or not the
applicable Permitted Acquisition, issuance of equity interests or incurrence of
Debt is consummated), (vi) all non-cash reserves, non-cash restructuring
charges, and other non-cash charges and non-cash losses (including the amount
of (x) any non-cash compensation deduction as the result of any grant of
stock or stock related instruments to employees, officers, directors or members
of management and (y) asset write-downs, write-offs and revaluations
(other than write-downs, write-offs and revaluations with respect to Current
Assets and Rental Equipment)) (provided that if the aggregate amount otherwise
covered by this clause (a)(vi) in any period of 4 consecutive Fiscal Quarters
is less than $10,000,000, such amount may be disregarded for purposes of
calculating Consolidated EBITDA for such period), and (vii) expenses
incurred in connection with the consummation of the Transactions, minus
(b) the following to the extent included in calculating such Consolidated
Net Income, but without duplication: (i) net after tax income from the early
extinguishment of indebtedness or hedging obligations or other derivative
instruments, (ii) gains from extraordinary items (net of loss from
extraordinary items), (iii) any aggregate net gain (but not any aggregate
net loss) arising from the sale, exchange or other disposition of capital
assets (including any fixed assets, whether tangible or intangible, all
Inventory sold in conjunction with the disposition of fixed assets and all
Stock and other securities) not in the ordinary course of business, but in any
event excluding gains from the sale of equipment in the ordinary course of
business, (iv) all non-cash items increasing Consolidated Net Income
(provided that if the aggregate amount otherwise covered by this clause (b)(iv)
in any period of 4 consecutive Fiscal Quarters is less than $10,000,000, such
amount may be disregarded for purposes of calculating Consolidated EBITDA for
such period), and (v) all cash payments made during such period on account
of reserves, restructuring charges and other non-cash charges and non-cash
losses added to Consolidated Net Income pursuant to clause (a)(vi) above in a
prior period (in each case of or by Holdings and its Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP).  


15






          “Consolidated
Net Income” means, for any period, the consolidated net income (or loss) of
the Consolidated Parties determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded from such net income (to the
extent otherwise included therein), without duplication:


          (a)
the net income (or loss) of any
Person in which any Person other than Holdings or its Subsidiaries has an
ownership interest, except to the extent that cash in an amount equal to any
such income has actually been received by Holdings or any of its wholly owned
Subsidiaries during such period; and


          (b)
the net income of any Subsidiary of
Holdings (other than the Company) during such period to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
of that income is not permitted by operation of the terms of its organizational
documents or any agreement, instrument or requirement of law applicable to that
Subsidiary during such period.


          “Consolidated
Parties” means Holdings and each of its Subsidiaries whose financial
statements are consolidated with Holdings’s financial statements in accordance
with GAAP.


          “Contaminant”
means any waste, pollutant, hazardous substance, toxic substance, hazardous
waste, special waste, petroleum or petroleum-derived substance or waste,
asbestos in any form or condition, polychlorinated biphenyls (“PCBs”),
or any constituent of any such substance or waste, or any other substance or
material regulated under Environmental Law.


          “Continuation/Conversion
Date” means the date on which a Loan is converted into or continued as a
LIBOR Loan or BA Equivalent Loan, as applicable.


16






          “Continuing
Directors” means the directors of Holdings on the Agreement Date and each
other director if such director’s election or nomination for the election to
the Board of Directors is recommended by a majority of the then Continuing
Directors.


          “Covenant
Trigger” has the meaning specified in Section 8.22.


          “Covenant
Trigger Date” has the meaning specified in Section 8.22.


          “Covenant
Trigger Period” has the meaning specified in Section 8.22.


          “CRA”
means the Canada Revenue Agency.


          “Credit
Facilities” means the revolving credit, swingline and letter of credit
facilities provided for by this Agreement.


          “Current
Assets” means, at any time, the consolidated current assets (other than
cash and Permitted Investments) of the Consolidated Parties.


          “Debt”
means, without duplication, all (a) indebtedness for borrowed money or the
deferred purchase price of property, excluding trade payables and the
endorsement of checks and other similar instruments in the ordinary course of
business; (b) all obligations and liabilities of any Person secured by any
Lien on an Obligor’s or any of its Subsidiaries’ property, even if such Obligor
or Subsidiary shall not have assumed or become liable for the payment thereof; provided,
however, that all such obligations and liabilities which are limited in
recourse to such property shall be included in Debt only to the extent of the
book value of such property as would be shown on a balance sheet of the
Consolidated Parties prepared in accordance with GAAP or, if higher, the fair
market value of such property; (c) all obligations or liabilities created
or arising under any Capital Lease or conditional sale or other title retention
agreement with respect to property used or acquired by a Borrower or any of its
Subsidiaries, even if the rights and remedies of the lessor, seller or lender
thereunder are limited to repossession of such property; provided,
however, that all such obligations and liabilities which are limited in
recourse to such property shall be included in Debt only to the extent of the
book value of such property as would be shown on a balance sheet of the
Consolidated Parties prepared in accordance with GAAP or, if higher, the fair
market value of such property; (d) all obligations and liabilities under
Guarantees in respect of obligations of the type described in clauses (a),
(b) and (c) above; (e) the present value (discounted at the
Base Rate) of lease payments due under synthetic leases; (f) all
obligations of such Person for the reimbursement of any obligor on any letter
of credit, banker’s acceptance or similar credit transaction; and (g) all
net obligations of any Person in respect of Hedge Agreements.


          “Debt
for Borrowed Money” of any Person at any time means, on a consolidated
basis, the sum of (a) all debt for borrowed money of such Person at such time,
plus (b) the Capital Lease Obligations of such Person at such time, plus (c)
except when used in the definition of “Fixed Charge Coverage Ratio,” all
obligations of such Person at such time in respect of any Qualified Receivables
Transaction that, in accordance with GAAP, would be classified as indebtedness
on a consolidated balance sheet of such Person.


17






          “Default”
means any event or circumstance which, with the giving of notice, the lapse of
time, or both, would (if not cured, waived, or otherwise remedied during such
time) constitute an Event of Default.


          “Default
Rate” means a fluctuating per annum interest rate at all times equal to the
sum of (a) the otherwise applicable Interest Rate plus (b) two
percent (2.00%) per annum. Each Default Rate shall be adjusted simultaneously
with any change in the applicable Interest Rate.


          “Defaulting
Lender” means a Defaulting Revolving Lender or Defaulting Participating
Lender.


          “Defaulting
Participating Lender” has the meaning specified in Section 13.15(c).


          “Defaulting
Revolving Lender” has the meaning specified in Section 13.15(c).


          “Deposit
Accounts” means all “deposit accounts” as such term is defined in the UCC
and all accounts with a deposit function maintained at a financial institution,
now or hereafter held in the name of any Borrower or any Guarantor.


          “Designated
Account” means a U.S. Designated Account, a Canadian Designated Account or
a Specified Loan Designated Account, as the context requires.


          “Designated
Bank Products Obligations” means all obligations and liabilities of any
Borrower or Subsidiary in respect of Bank Products.


          “Disqualified
Stock” means that portion of any Stock which, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable at
the option of the holder thereof), or upon the happening of any event (other
than an event which would constitute a Change of Control), matures (excluding
any maturity as the result of an optional redemption by the issuer thereof) or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or is redeemable at the sole option of the holder thereof (except, in each
case, upon the occurrence of a Change of Control) on or prior to the first
anniversary of the Stated Termination Date.


          “Distribution”
means (a) the payment or making of any dividend or other distribution of
property in respect of capital stock or other equity interests (or any options
or warrants for, or other rights with respect to, such stock or other equity
interests) of any Person, other than distributions in capital stock or other
equity interests (or any options or warrants for such stock or other equity
interests) of any class other than Disqualified Stock, or (b) the
redemption or other acquisition by such Person of any capital stock or other
equity interests (or any options or warrants for such stock or other equity
interests) of such Person or any direct or indirect shareholder or other equity
holder of such Person.


          “Co-Documentation
Agent” has the meaning specified in the preamble to the Agreement.


          “Documents”
means all “documents” as such term is defined in the UCC and, with respect to
any document of a Canadian Obligor, all “documents of title” as such term is
defined in the PPSA, including bills of lading, warehouse receipts or other
documents of title, now owned or hereafter acquired by any Borrower, any
Guarantor or any of their Subsidiaries.


18






          “DOL”
means the United States Department of Labor or any successor department or
agency.


          “Dollar”
and “$” means dollars in the lawful currency of the United States.
Unless otherwise specified, all payments under the Agreement shall be made in
Dollars.


          “Domestic
Subsidiary” means any Subsidiary of Holdings that is organized under the
laws of a State of the United States or the District of Columbia.


          “Eligible
Assignee” means (a) a commercial bank, commercial finance company or
other asset based lender, having total assets in excess of $2,000,000,000;
(b) any Lender listed on the signature page of the Agreement; (c) any
Affiliate of any Lender; (d) any Approved Fund; and (e) any other
Person reasonably acceptable to the Agent; provided, that, in any event,
“Eligible Assignee” shall not include (i) any natural Person or
(ii) Holdings or any Borrower or any Affiliate thereof.


          “Eligible
Canadian Affiliate” means a Person which is an Affiliate of a U.S. Lender
or the Canadian branch or office of a U.S. Lender, which Affiliate, branch or
office makes loans in Cdn. Dollars of the type being made hereunder in Canada
and (a) is a Canadian Resident, or (b) if it is not a Canadian Resident, it is
also not a foreign bank for purposes of the Bank Act (Canada).


          “Eligible
Merchandise and Consumables Inventory” means Merchandise and Consumables
Inventory of the Obligors which the Agent in the exercise of its Reasonable
Credit Judgment determines to be Eligible Merchandise and Consumables
Inventory; provided that such Merchandise and Consumables Inventory:


          (i)
is owned by an Obligor which has good, valid and marketable title thereto and
not held by such Obligor on consignment or other sale or return terms;


          (ii)
is not damaged or defective, in each case, in any material respect;


          (iii)
is not obsolete, unmerchantable or slow moving;


          (iv)
meets all material applicable standards imposed by any Governmental Authority;


          (v)
conforms in all material respects to the warranties and representations set
forth in the Agreement and is insured in the manner required by the Agreement;


          (vi)
is at all times subject to the Agent’s duly perfected first priority (other
than with respect to the Permitted Priority Liens) security interest and
subject to no other Lien except a Permitted Lien;


19






          (vii)
is at a location owned or leased by an Obligor or at a third-party location of
which the Borrower’s Agent has notified the Agent in accordance with this
Agreement, is not in transit (except Merchandise and Consumables Inventory in
transit from one location of an Obligor to another location of an Obligor), is
not outside, with respect to the U.S. Borrowing Base only, the continental
United States or, with respect to the Canadian Borrowing Base only, Canada or
(if such Merchandise and Consumables Inventory is not Titled Goods) the
continental United States, and is not consigned to any Person;


          (viii)
is not the subject of a negotiable warehouse receipt or other negotiable
Document; and


          (ix)
has not been sold;


and provided further that “Eligible Merchandise
and Consumable Inventory” shall in no event include (a) fuel or
(b) extraneous and unboxed Inventory held by an Obligor.


          If
any Merchandise and Consumables Inventory ceases to be Eligible Merchandise and
Consumables Inventory, then such Merchandise and Consumables Inventory shall
promptly be excluded from the calculation of Eligible Merchandise and
Consumables Inventory. If the Agent deems any Merchandise and Consumables
Inventory ineligible in its Reasonable Credit Judgment (and not based upon the
criteria set forth above), then the Agent shall give the Borrowers’ Agent two
(2) Business Days’ prior notice thereof (unless an Event of Default
exists, in which event no notice shall be required). 


          “Eligible
Rental Equipment” means the Rental Equipment of the Obligors, which the
Agent in the exercise of its Reasonable Credit Judgment determines to be
Eligible Rental Equipment, that (i) is held for sale or rent by an Obligor
in the ordinary course of its business, (ii) is being rented by an Obligor
as lessor in the ordinary course of its business or (iii) is Titled Goods
consisting of motor vehicles used by an Obligor in its business. If the Agent
deems Rental Equipment ineligible in its Reasonable Credit Judgment (and not
based upon the criteria set forth below), then the Agent shall give the
Borrowers’ Agent two (2) Business Days’ prior notice thereof (unless an
Event of Default exists, in which event no notice shall be required). Subject
to the ability of the Agent to establish other criteria of ineligibility in its
Reasonable Credit Judgment, Eligible Rental Equipment shall not include any
Rental Equipment of an Obligor:


          (a)
that is not classified as “rental
equipment” on such Obligor’s balance sheet (other than (i) new Rental Equipment
held for sale that is classified as “inventory” on Holdings’s balance sheet and
(ii) Titled Goods consisting of motor vehicles used by an Obligor in its
business);


          (b)
that is not owned by such Obligor
free and clear of all Liens and rights of any other Person (including the
rights of a purchaser that has made progress payments and the rights of a
surety that has issued a bond to assure performance by such Obligor with
respect to that Equipment), except the Liens in favor of the Agent, on behalf
of itself and the Secured Parties (and other than any bailee, warehouseman,
landlord or similar non-consensual Liens having priority by operation of law to
the extent the requirements for the exceptions in subclauses (ii)
or (iii) of clause (c) below are satisfied with respect to the
relevant Rental Equipment);


20






          (c)
that (i) is neither (A) located
on premises owned, leased or rented by such Obligor in (1) if such Obligor is a
U.S. Obligor, a state of the United States of America or the District of
Columbia or (2) if such Obligor is a Canadian Obligor, a province of Canada or (in
the case such Rental Equipment is not Titled Goods) a state of the United
States of America or the District of Columbia nor (B) being rented by a
customer of such Obligor and used by such customer at a location of such
customer in (1) if such Obligor is a U.S. Obligor, a state of the United States
of America or the District of Columbia or (2) if such Obligor is a Canadian
Obligor, a province of Canada or (in the case such Rental Equipment is not
Titled Goods) a state of the United States of America or the District of
Columbia, in each case pursuant to the terms of a rental agreement entered into
between such customer and such Obligor; (ii) is stored at a leased
location, unless the Agent has given its prior consent thereto or unless
(A) a reasonably satisfactory landlord waiver has been delivered to the
Agent or (B) a Rent Reserve has been established with respect thereto; or
(iii) is stored with a bailee or warehouseman or is in a processor or
converter facility unless a reasonably satisfactory, acknowledged bailee letter
or other agreement waiving or subordinating all Liens and claims by such Person
to the Liens of the Agent has been delivered to the Agent or a Rent Reserve has
been established with respect thereto;


          (d)
that is placed on consignment or is
in transit or is being serviced, except for Rental Equipment in transit or
being serviced in (i) if such Obligor is a U.S. Obligor, a state of the United
States of America or the District of Columbia or (ii) if such Obligor is a
Canadian Obligor, a province of Canada or (in the case such Rental Equipment is
not Titled Goods) a state of the United States of America or the District of
Columbia, in each case as to which Agent’s Liens in such Rental Equipment
remain perfected without any further action by the Agent;


          (e)
that is covered by a negotiable
document of title, unless such document has been delivered to the Agent with
all necessary endorsements, free and clear of all Liens except those in favor
of the Agent and the applicable Secured Parties (and other than any bailee,
warehouseman, landlord or similar non-consensual Liens having priority by
operation of law to the extent the requirements for the exceptions in
subclauses (ii) or (iii) of clause (c) above are satisfied with respect to
the relevant Rental Equipment);


          (f)
that is excess, obsolete,
unsaleable, unrentable shopworn, seconds, damaged or unfit for sale or rent;


          (g)
that is not held for sale, rental or
use in the ordinary course of business of such Obligor;


          (h)
that is not subject to a first
priority Lien in favor of the Agent on behalf of itself and the applicable
Secured Parties, subject to no other Liens (other than any bailee,
warehouseman, landlord or similar non-consensual Liens having priority by
operation of law to the extent the requirements for the exceptions in
subclauses (ii) or (iii) of clause (c) above are satisfied with respect to
the relevant Rental Equipment);


21






          (i)
as to which there are any breaches
of any of the representations or warranties pertaining to Rental Equipment set
forth in the Loan Documents in any material respect;


          (j)
that is not covered by casualty
insurance (subject to customary deductibles);


          (k)
that is held by such Obligor under a
Vendor Lease or any other lease where Holdings, an Obligor or any of their
Affiliates is a lessee;


          (l)
that is non-serialized Rental
Equipment (other than “bulk” equipment that is eligible in the Agent’s
Reasonable Credit Judgment);


          (m)
that is not segregated or separated
identifiably from goods of third parties stored on the same premises as such
Rental Equipment; or


          (n)
that does not meet the applicable
standards imposed by any Governmental Authority.


          If
any Rental Equipment at any time ceases to be Eligible Rental Equipment, such
Rental Equipment shall promptly be excluded from the calculation of Eligible
Rental Equipment.


          “Environmental
Laws” means all federal, state, provincial or local laws, statutes, common
law duties, rules, regulations, ordinances and codes, together with all
administrative orders, enforceable requirements, judgments, injunctions,
licenses, authorizations, consents, registrations, approvals, permits of, and
agreements with, any Governmental Authority, in each case in connection with
environmental and health matters, including Releases of or exposure to
Contaminants.


          “Equipment”
means all of each Obligor’s and each of its Subsidiary’s now owned and
hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and
other tangible personal property (except Inventory), including embedded
software, service and delivery vehicles with respect to which a certificate of
title has been issued, aircraft, dies, tools, jigs, molds and office equipment,
as well as all of such types of property leased by any Obligor or any of its
Subsidiaries, and all of each Obligor’s and each of their Subsidiary’s rights
and interests with respect thereto under such leases (including, without limitation,
options to purchase); together with all present and future additions and
accessions thereto, replacements therefor, component and auxiliary parts and
supplies used or to be used in connection therewith, and all substitutes for
any of the foregoing, and all manuals, drawings, instructions, warranties and
rights with respect thereto; wherever any of the foregoing is located.


          “Equivalent
Amount” means, on any date, the amount of Dollars into which an amount of
Cdn. Dollars may be converted or the amount of Cdn. Dollars into which an
amount of Dollars may be converted, in either case, at, in the case of an
amount expressed in Cdn. Dollars, the Canadian Bank’s spot buying rate in
Toronto, Canada as at approximately 12:00 noon (Toronto time) on such date and,
in the case of an amount expressed in Dollars, the Agent’s spot buying rate in
New York, New York as at approximately 12:00 noon (New York City time) on such
date.


22






          “ERISA”
means the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time and any final regulations promulgated and the rulings
issued thereunder.


          “ERISA
Affiliate” means any trade or business (whether or not incorporated) under
common control with any Borrower within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).


          “ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan;
(b) prior to the effectiveness of the applicable provisions of the Pension
Act, the adoption of any amendment to a Pension Plan that would require the
provision of security pursuant to Section 401(a)(29) of the Code or
Section 307 of ERISA; (c) prior to the effectiveness of the
applicable provisions of the Pension Act, the existence with respect to a
Pension Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA) or, on and after the
effectiveness of the applicable provisions of the Pension Act, any failure by a
Pension Plan to satisfy the minimum funding standard (within the meaning of
Section 412 of the Code or Section 302 of ERISA) applicable to such
Pension Plan, in each case whether or not waived; (d) prior to the effectiveness
of the applicable provisions of the Pension Act, the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA or, on and
after the effectiveness of the applicable provisions of the Pension Act,
Section 412(c) of the Code or Section 302(c) of ERISA, of an
application for a waiver of the minimum funding standard with respect to a
Pension Plan; (e) on and after the effectiveness of the applicable
provisions of the Pension Act, a determination that a Pension Plan is in “at-risk”
status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4)
of the Code); (f) a withdrawal by any Borrower or ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which
it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
or a cessation of operations which is treated as such a withdrawal under
Section 4062(e) of ERISA; (g) a complete or partial withdrawal by any
Borrower or ERISA Affiliate from a Multi-employer Plan or notification that a
Multi-employer Plan is in reorganization; (h) the filing of a notice of
intent to terminate, the treatment of a Plan amendment as a termination under
Section 4041 or 4041A of ERISA, or the commencement of proceedings by the
PBGC to terminate a Pension Plan or Multi-employer Plan; (i) the
occurrence of an event or condition which might reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multi-employer
Plan; (j) the occurrence of a “prohibited transaction” with respect to
which the Borrower or any of its Subsidiaries is a “disqualified person”
(within the meaning of Section 4975 of the Code), or with respect to which
the Borrower or any such Subsidiary could otherwise be liable; or (k) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon any
Borrower or ERISA Affiliate.


          “Event
of Default” has the meaning specified in Section 10.1. 


          “Exchange
Act” means the Securities Exchange Act of 1934, and regulations promulgated
thereunder, as amended.


23






          “Excluded
Taxes” means, in the case of each Lender and the Agent and each other
recipient of any payment to be made on account of the Obligations,
(a) Taxes (including income Taxes, capital or franchise Taxes or other
Taxes on net income) as are imposed on or measured by the Agent’s, any Lender’s
or such recipient’s overall net income in the jurisdiction (whether federal,
state or local and including any political subdivision thereof) under the laws
of which the Agent or such Lender or recipient, as the case may be, is
organized or maintains a lending office from which the Loans are made or does
business, (b) any branch profits Taxes imposed by the United States of
America or any similar Tax imposed by any other jurisdiction in respect of
which the applicable recipient, as the case may be, is subject to income or
franchise Taxes imposed on (or measured by) its net income and (c) any
withholding Tax (including any Tax payable under Part XIII of the Income Tax
Act (Canada)) that is imposed on amounts payable to a Lender at the time such
Lender becomes a party to this Agreement (or designates a new lending office)
or is attributable to such Lender’s failure to comply with Section 13.10,
except to the extent that such Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from an Obligor with respect to such withholding Tax
pursuant to Section 5.1.


          “Existing
Public Debt” means the 17⁄8% Convertible Senior Subordinated Notes, the
61⁄2% QUIPS, the 61⁄2% Senior Notes, the 7% Senior Subordinated Notes, the 73⁄4%
Senior Subordinated Notes and the Holdco Notes.


          “Existing
Securitization Facility” means the receivables facility established
pursuant to the Receivables Purchase Agreement dated as of May 31, 2005 among
United Rentals Receivables LLC II, as seller, Holdings, as collection agent,
Atlantic Asset Securitization Corp., as a purchaser, Liberty Street Funding
Corp., as a purchaser, Calyon New York Branch, as a purchaser agent and The
Bank of Nova Scotia, as a purchaser agent and a bank, and the other Transaction
Documents under and as defined therein.


          “Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate charged to the U.S. Bank on such day on such transactions as
determined by the Agent.


          “Federal
Reserve Board” means the Board of Governors of the Federal Reserve System
or any successor thereto.


          “Fee
Letter” means one or more fee letters among Bank of America, N.A., UBS Loan
Finance LLC, and/or the Arrangers and Holdings, with respect to the payment of
certain fees in connection with the Agreement.


24






          “Financial
Statements” means, according to the context in which it is used, the
financial statements referred to in Sections 6.2 and 7.6 or
any other financial statements required to be given to the Lenders pursuant to
the Agreement.


          “First
Date” has the meaning specified in Section 8.22(b)(ii)(A).


          “Fiscal
Quarter” means the period commencing on January 1 in any Fiscal Year
and ending on the next succeeding March 31, the period commencing on
April 1 in any Fiscal Year and ending on the next succeeding June 30,
the period commencing on July 1 in any Fiscal Year and ending on the next
succeeding September 30, or the period commencing on October 1 in any
Fiscal Year and ending on the next succeeding December 31, as the context
may require.


          “Fiscal
Year” means Holdings’s, the Borrowers’, the Guarantors’ and their
Subsidiaries’ fiscal year for financial accounting purposes. As of the
Agreement Date, the current Fiscal Year of Holdings, the Obligors and their
Subsidiaries will end on December 31, 2008.


          “Fixed
Charge Coverage Ratio” means the ratio of:


          
(a) (i) Consolidated EBITDA for the most recent period of four
(4) consecutive Fiscal Quarters, minus (ii) without duplication,
the aggregate amount of all Capital Expenditures of Holdings and its
Subsidiaries for such period, minus (iii) the aggregate amount of
Federal, state, local and foreign income taxes capital or profits taxes,
including foreign withholding taxes, expensed during such period to the extent
paid in cash, in each case, of or by Holdings and its Subsidiaries for such
period; to 


          (b) the
sum, without duplication, of (i) Interest Expense for such period, plus
(ii) the aggregate principal amount of all regularly scheduled principal
or amortization payments on Debt for Borrowed Money of Holdings and its
Subsidiaries for such period.


          For
purposes of calculating the Fixed Charge Coverage Ratio, the Senior Secured
Leverage Ratio and the Total Leverage Ratio:


          (A)
Investments, acquisitions, mergers, consolidations and dispositions that have
been made by Holdings, any of its Subsidiaries, or any Person or any of its
Subsidiaries acquired by, merged or consolidated with Holdings or any of its
Subsidiaries during the twelve-month reference period or subsequent to such
reference period and on or prior to the calculation date will be given pro
forma effect, as if they had occurred on the first day of the twelve-month
reference period;


          (B)
the Consolidated EBITDA attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the calculation date, will be excluded;


          (C)
the fixed charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the calculation date, will be excluded, but only
to the extent that the obligations giving rise to such fixed charges will not
be obligations of Holdings or any of its Subsidiaries following the calculation
date;


25






          (D)
any Person that is a Subsidiary on the calculation date will be deemed to have
been a Subsidiary at all times during such twelve-month period; and


          (E)
any Person that is not a Subsidiary on the calculation date will be deemed not
to have been a Subsidiary at any time during such twelve-month period.


          For
purposes of this definition and the definitions of “Senior Secured Leverage
Ratio” and “Total Leverage Ratio”, whenever pro forma effect is given to a
transaction, the pro forma calculations shall be made in accordance with
Regulation S-X of the Securities Act of 1933, as amended. Interest on a Capital
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Chief Financial Officer of Holdings to be the rate of
interest implicit in such Capital Lease Obligation in accordance with GAAP.


          “Foreign
Subsidiary” means any Subsidiary of Holdings that is formed under the laws
of a jurisdiction other than a State of the United States or the District of
Columbia.


          “FSCO”
means the Financial Services Commission of Ontario and any Person succeeding to
the functions thereof and includes the Superintendent under such statute and
any other Governmental Authority (succeeding to the functions thereof) and established
or appointed by the Financial Services Commission of Ontario Act, 1997.


          “Full
Payment” or “Full Payment of the Obligations” means, with respect to
any Obligations (other than contingent indemnification obligations for which no
claim has been made or asserted), (a) the full and indefeasible cash
payment thereof, including any interest, fees and other charges accruing during
an insolvency proceeding (whether or not allowed in the proceeding), (b) if
such Obligations arise from Letters of Credit or Designated Bank Products
Obligations or if such Obligations consist of indemnification obligations for
which a claim has been made or asserted, the cash collateralization thereof as
provided herein or otherwise acceptable to the Agent (or delivery of a standby
letter of credit acceptable to the Agent in its discretion, in the amount of
required cash collateral) and (c) the termination or expiration of all
Commitments.


          “Funded
Canadian Loan Participation” means, with respect to any Participating
Lender in relation to Canadian Revolving Loans funded by the Canadian Funding
Banks, (a) the aggregate amount paid by such Participating Lender to the
Canadian Funding Banks pursuant to Section 13.17(b) in respect of such
Participating Lender’s participation in the principal amount of Canadian
Revolving Loans funded by the Canadian Funding Banks minus (b) the
aggregate amount paid to such Participating Lender by the Canadian Funding
Banks pursuant to Section 13.17(b) in respect of its participation in
the principal amount of Canadian Revolving Loans funded by the Canadian Funding
Banks, excluding in each case any payments made in respect of interest accrued
on the Canadian Revolving Loans funded by the Canadian Funding Banks.


          “Funding
Date” means the date on which a Borrowing occurs.


26






          “GAAP”
means generally accepted accounting principles and practices set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies
with similar functions of comparable stature and authority within the U.S.
accounting profession) (or in the case of the Canadian Obligors, such generally
accepted accounting principles and practices set forth from time to time in
Canada by the Canadian Institute of Chartered Accountants), which are
applicable to the circumstances from time to time; provided, that, in
the event there is a change in GAAP or the application thereof after the
Agreement Date that affects the calculation of a financial covenant contained
in Section 8.22 or Section 8.23 (or the Total Leverage
Ratio for purposes of determining the Applicable Margin or the definition or
calculation of any financial term), promptly following the Required Lenders’
request, the Borrowers shall provide the Agent and the Lenders a reconciliation
showing the effect of such change in GAAP and if the Company or the Required
Lenders shall so request, the calculation of a financial covenant contained in Section
8.22 or Section 8.23 (or the Total Leverage Ratio for purposes of
determining the Applicable Margin or the definition or calculation of any
financial term) shall be calculated without regard to such change in GAAP.


          “General
Intangibles” means all of each Obligor’s now owned or hereafter acquired
“general intangibles” as defined in the UCC or, with respect to any General
Intangible of a Canadian Obligor, an “intangible” as defined in the PPSA,
chooses in action and causes of action and all other intangible personal
property of each Obligor of every kind and nature (other than Accounts),
including, without limitation, all contract rights, payment intangibles,
Proprietary Rights, corporate or other business records, inventions, designs,
blueprints, plans, specifications, patents, patent applications, trademarks,
service marks, trade names, trade secrets, goodwill, copyrights, computer
software, customer lists, registrations, licenses, franchises, Tax refund
claims, any funds which may become due to any Obligor in connection with the
termination of any Plan or other employee benefit plan or any rights thereto
and any other amounts payable to any Obligor from any Plan or other employee
benefit plan, rights and claims against carriers and shippers, rights to
indemnification, business interruption insurance and proceeds thereof,
property, casualty or any similar type of insurance and any proceeds thereof,
proceeds of insurance covering the lives of key employees on which any Obligor
is beneficiary, rights to receive dividends, distributions, cash, Instruments
and other property in respect of or in exchange for pledged equity interests or
Investment Property and any letter of credit, guarantee, claim, security
interest or other security held by or granted to any Obligor.


          “Goods”
means all “goods” as defined in the UCC or, with respect to any goods of a
Canadian Obligor, the PPSA, now owned or hereafter acquired by any Obligor, wherever
located, including embedded software to the extent included in “goods” as
defined in the UCC, and manufactured homes.


          “Governmental
Authority” means any nation or government, any state, provincial,
territorial or other political subdivision thereof, any central bank (or
similar monetary or regulatory authority) thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or controlled,
through stock or capital ownership or otherwise, by any of the foregoing.


          “Guarantee
Agreements” mean the U.S. Guarantee Agreement and the Canadian Guarantee
Agreements.


27






          “Guarantors”
means (a) the U.S. Guarantors, (b) the Canadian Guarantors, and
(c) each other Person, who, in a writing accepted by the Agent, guarantees
payment or performance in whole or in part of the Obligations.


          “Guaranty”
means, with respect to any Person, all obligations of such Person which in any
manner directly or indirectly guarantee or assure, or in effect guarantee or
assure, the payment or performance of any indebtedness, dividend or other
monetary obligations of any other Person (the “guaranteed obligations”), or
assure or in effect assure the holder of the guaranteed monetary obligations
against loss in respect thereof, excluding the endorsement of checks and other
similar instruments in the ordinary course of business, but including any such
obligations incurred through an agreement, contingent or otherwise: (a) to
purchase the guaranteed monetary obligations or any property constituting
security therefor; (b) to advance or supply funds for the purchase or
payment of the guaranteed monetary obligations or to maintain a working capital
or other balance sheet condition; or (c) to lease property or to purchase
any debt or equity securities or other property or services.


          “Hedge
Agreement” means any and all transactions, agreements or documents now
existing or hereafter entered into, which provides for an interest rate,
credit, commodity or equity swap, cap, floor, collar, forward foreign exchange
transaction, currency swap, cross currency rate swap, currency option, or any
combination of, or option with respect to, these or similar transactions, for
the purpose of hedging any Obligor’s exposure to fluctuations in interest or
exchange rates, loan, credit exchange, security or currency valuations or
commodity prices.


          “Holdco
Notes” means the 14% unsecured senior notes of Holdings due 2014 in an
aggregate principal amount not to exceed $425,000,000 issued and sold pursuant
to the Holdco Notes Documents.


          “Holdco
Notes Documents” means that certain Note Purchase Agreement to be dated on
or about June 10, 2008 among Holdings and The Bank of New York, as trustee, the
Holdco Notes and all other agreements, instruments and other documents pursuant
to which the Holdco Notes have been or will be issued or otherwise setting
forth the terms of the Holdco Notes.


          “Holdings”
has the meaning specified in the introductory paragraph to the Agreement.


          “Immaterial
Subsidiary” means (a) United Rentals Receivables LLC II and (b) any
Subsidiary of Holdings that, as of the last day of the Fiscal Quarter of
Holdings most recently ended, (i) did not have assets with a value in excess of
$5,000,000 at any time and (ii) did not have revenues in excess of $10,000,000
for any four (4) consecutive Fiscal Quarters. Each Immaterial Subsidiary as of
the Closing Date shall be set forth in Schedule 1.3.


          “Incremental
Assumption Agreement” means an Incremental Revolving Credit Assumption
Agreement among, and in form and substance reasonably satisfactory to, the
applicable Borrower, the Agent and one or more Lenders or New Lenders, as the
case may be.


          “Indemnified
Liabilities” has the meaning specified in Section 14.11(a).


          “Indemnified
Person” has the meaning specified in Section 14.11(a).


28






          “Indemnified
Taxes” means all Taxes other than Excluded Taxes.


          “Instruments”
means all instruments as such term is defined in Article 9 of the UCC or
as is defined in the PPSA, as applicable, now owned or hereafter acquired by
any Borrower, any Guarantor or any of their Subsidiaries.


          “Intellectual
Property Security Agreements” means the U.S. Intellectual Property Security
Agreement and the Canadian Intellectual Property Security Agreement.


          “Interest
Expense” means, with reference to any period, total cash interest expense
(including that attributable to Capital Lease Obligations but excluding any
interest expense relating to the 61⁄2% QUIPS in an aggregate amount not to exceed
$10,000,000 for any period of four (4) consecutive Fiscal Quarters) of the
Consolidated Parties for such period with respect to all outstanding Debt of
Holdings and its Subsidiaries (including all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs under Hedge Agreements in respect of interest rates),
calculated on a consolidated basis for the Consolidated Parties for such period
in accordance with GAAP.


          “Interest
Period” means, as to any LIBOR Loan, the period commencing on the Funding
Date of such Loan or on the Continuation/Conversion Date on which the Loan is
converted into or continued as a LIBOR Loan, and ending on the date 14 days or
one, two, three or six months thereafter or, with the consent of each
applicable Lender, nine or 12 months thereafter, as selected by the applicable
Borrower in its Notice of Borrowing, or Notice of Continuation/Conversion,
provided that: 


          (a)
if any Interest Period would
otherwise end on a day that is not a Business Day, that Interest Period shall
be extended to the following Business Day unless the result of such extension
would be to carry such Interest Period into another calendar month, in which
event such Interest Period shall end on the preceding Business Day;


          (b)
any Interest Period pertaining to a
LIBOR Loan that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and


          (c)
no Interest Period shall extend
beyond the Stated Termination Date.


          “Interest
Rate” means each or any of the interest rates, including the Default Rate,
set forth in Section 3.1.


          “Inventory”
means all of each Obligor’s and each of their Subsidiaries’ now owned and
hereafter acquired Rental Equipment, Merchandise and Consumables Inventory and
other inventory, goods and merchandise, wherever located, to be furnished under
any contract of service or held for sale or lease, all returned goods, raw
materials, work-in-process, finished goods (including embedded software), other
materials and supplies of any kind, nature or description which are used or
consumed in such Obligor’s or its Subsidiaries’ business or used in connection
with the packing, shipping, advertising, selling or finishing of such goods,
merchandise, and all documents of title or other Documents representing them.


29






          “Investment”
in any Person means (a) the acquisition (whether for cash, property,
services, assumption of Debt, securities or otherwise, but exclusive of the
acquisition of inventory, supplies, equipment and other assets used or consumed
in the ordinary course of business of the applicable Borrower or the applicable
Subsidiary and Capital Expenditures) of assets, shares of capital stock, bonds,
notes, debentures, partnerships, joint ventures or other ownership interests or
other securities of such Person, (b) any advance, loan or other extension of
credit (other than in connection with sales of Inventory on credit in the
ordinary course of business) to such Person, or (c) any other capital
contribution to or investment in such Person, including, without limitation,
any obligation incurred for the benefit of such Person.


          “Investment
Property” means all of each Obligor’s now owned or hereafter acquired
“investment property” as defined in the UCC or the PPSA, as applicable, and
includes all right title and interest of each Obligor in and to any and all:
(a) securities whether certificated or uncertificated; (b) securities
entitlements; (c) securities accounts; (d) commodity contracts; or
(e) commodity accounts.


          “IRS”
means the Internal Revenue Service and any Governmental Authority succeeding to
any of its principal functions under the Code.


          “Latest
Projections” means (a) on the Agreement Date and thereafter until the
Agent receives new projections pursuant to Section 6.2(d), the
projections of the Consolidated Parties’ financial condition, results of
operations, and cash flows, and the Borrowing Base and Availability
projections, for the period commencing on June 30, 2008 and ending December 31,
2008, on a quarterly basis, and from January 1, 2009 through the Stated
Termination Date, on a Fiscal Year basis, and delivered to the Agent prior to
the Agreement Date; and (b) thereafter, the projections most recently
received by the Agent pursuant to Section 6.2(d).


          “Laws”
means, collectively, all international, foreign, federal, state, provincial,
territorial and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities,
including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of laws.


          “Leases”
means the written agreements between an Obligor and an Account Debtor entered
into in the ordinary course of business of the Obligors for rental or lease of
Rental Equipment by such Obligor to such Account Debtor, including all
schedules and supplements thereto.


          “Lender”
and “Lenders” have the meanings specified in the introductory paragraph
to the Agreement and shall include the Agent to the extent of any Agent Advance
outstanding and the Banks to the extent of any Swingline Loan outstanding, but
excluding in any case any Participating Lender in its capacity as such.


          “Letter
of Credit” has the meaning specified in Section 2.4(a).


          “Letter
of Credit Fee” has the meaning specified in Section 3.6.


30







          “Letter
of Credit Issuer” means the U.S. Bank, any affiliate of the U.S. Bank or
any other Lender or Affiliate of a Lender that issues any Letter of Credit
pursuant to the Agreement and agrees to provide reporting with respect to
Letters of Credit reasonably required by the Agent.


          “Letter
of Credit Subfacility” means $200,000,000.


          “Letter-of-Credit
Rights” means “letter-of-credit rights” as such term is defined in the UCC,
now owned or hereafter acquired by any Borrower, including rights to payment or
performance under a letter of credit, whether or not a Borrower, as
beneficiary, has demanded or is entitled to demand payment or performance.


          “LIBOR
Interest Payment Date” means, with respect to a LIBOR Loan, the Termination
Date and the last day of each Interest Period applicable to such Loan and, with
respect to each Interest Period of more than 90 days, on the date 90 days after
the commencement of the Interest Period for such LIBOR Loan.


          “LIBOR
Loan” means a Loan during any period in which it bears interest based on
the LIBOR Rate.


          “LIBOR
Rate” means, for any Interest Period, with respect to LIBOR Loans, the rate
of interest per annum determined pursuant to the following formula:


	
 

	
 


	
LIBOR Rate   = 

	
Offshore Base Rate


	
 

	




	
 

	
1.00
  - Eurodollar Reserve Percentage





          Where,


          “Offshore
Base Rate” means the rate per annum appearing on Reuters Screen LIBOR01
Page at approximately 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period for a term comparable to such Interest
Period; provided, however, if more than one rate is specified on
Reuters Screen LIBOR01 Page, the applicable rate shall be the arithmetic mean
of all such rates. If for any reason none of the foregoing rates is available,
the Offshore Base Rate shall be, for any Interest Period, the rate per annum
determined by the Agent as the rate of interest at which dollar deposits in the
approximate amount of the LIBOR Loan comprising part of such Borrowing would be
offered by the Bank’s London Branch to major banks in the offshore dollar
market at their request at or about 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period.


          “Eurodollar
Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, rounded upward to the next 1/100 of
1%) in effect on such day applicable to member banks under regulations issued
from time to time by the Federal Reserve Board for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurocurrency funding (currently referred
to as “Eurocurrency liabilities”). The LIBOR Rate for each outstanding
LIBOR Loan shall be adjusted automatically as of the effective date of any
change in the Eurodollar Reserve Percentage.


31






          “Lien”
means: (a) any interest in property securing an obligation owed to, or a
claim by, a Person other than the owner of the property, whether such interest
is based on the common law, statute, or contract, and including a security
interest, charge, claim, priority or lien arising from a mortgage, deed of
trust, encumbrance, pledge, hypothecation, deemed trusts, assignment, deposit
arrangement, security agreement, conditional sale or trust receipt or a lease,
consignment or bailment for security purposes; (b) to the extent not
included under clause (a), any reservation, exception, encroachment,
easement, servitude right-of-way, restriction, lease or other title exception
or encumbrance affecting property; and (c) any contingent or other
agreement to provide any of the foregoing.


          “Like-Kind
Exchange” means, if gain or loss would not be recognized under
Section 1031 of the Code, any exchange of property (“Relinquished
Property”) for like property (“Replacement Property”) for use in the
business of the U.S. Borrowers and their Domestic Subsidiaries; provided
that (a) the disposition of the Relinquished Property is permitted under the
terms of this Agreement, (b) the transaction is entered into in connection with
the acquisition of Rental Equipment in the normal course of business, (c) the
applicable “exchange agreement” reflects arm’s-length terms with a Qualified
Intermediary who is not an Affiliate of Holdings and otherwise contains
customary terms consistent with past practices and (d) all Net Proceeds thereof
are, before giving effect to any application under Section 4.3(b),
deposited in one or more Like-Kind Exchange Accounts. 


          “Like-Kind
Exchange Account” means any account established jointly with a Qualified
Intermediary pursuant to and solely for the purposes of facilitating any
Like-Kind Exchange, the amounts on deposit in which shall be limited to
proceeds realized from the disposition of Relinquished Property in connection
with a Like-Kind Exchange.


          “Loan
Documents” means the Agreement, the Intellectual Property Security
Agreements, the Guarantee Agreements, each Guaranty Supplement referred to in
any Guarantee Agreement, the Security Agreements, each Security Agreement
Supplement referred to in any Security Agreement, the Fee Letter, the
Perfection Certificate and any other agreements, instruments, and documents
heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise
relating to the Obligations, the Collateral, or any other aspect of the
transactions contemplated by the Agreement.


          “Loans”
means, collectively, all loans and advances provided for in Article II.


          “Margin
Stock” means “margin stock” as such term is defined in Regulation T, U or X
of the Federal Reserve Board.


          “Material
Account” means any bank account or securities account of any Obligor, including
in any case any account into which proceeds from the Existing Securitization
Facility are deposited, but excluding (a) any “Controlled Account” under and as
defined in the documents evidencing the Existing Securitization Facility as in
effect as of the Agreement Date, (b) any Like-Kind Exchange Account, (c) any
account which is exclusively used for disbursement purposes (including payroll
accounts) and (d) other accounts to the extent the aggregate amount of funds on
deposit therein does not exceed $1,250,000.


32






          “Material
Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, assets or financial condition of
Holdings and its Subsidiaries, taken as a whole; (b) a material impairment
of the ability of the Borrowers and the other Obligors (taken as a whole) to
perform under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against any Obligor of any Loan Document to which it is a party.


          “Maximum
Canadian Revolver Amount” means, at any time, the aggregate Canadian
Revolving Credit Commitments at such time, as the same may be increased or
reduced from time to time in accordance with Section 2.9 or reduced from
time to time in accordance with Section 4.4(b); provided
that the Maximum Canadian Revolver Amount shall not at any time exceed
$250,000,000 or such lesser amount as shall be requested by the Borrowers’
Agent pursuant to clause (E) in the proviso to Section 12.1(a).
As of the Agreement Date, the Maximum Canadian Revolver Amount is $0. Anything
contained herein to the contrary notwithstanding, upon termination of the
Commitments, the Maximum Canadian Revolver Amount shall automatically be
reduced to zero.


          “Maximum
Rate” has the meaning specified in Section 3.3.


          “Maximum
Revolver Amount” means, at any time, the aggregate Revolving Credit
Commitments at such time, as the same may be increased from time to time in
accordance with Section 2.8 or increased or reduced from time to
time in accordance with Section 2.9 or reduced from time to time in
accordance with Section 4.4(b); provided that the Maximum
Revolver Amount shall not at any time exceed $1,500,000,000. As of the
Agreement Date, the Maximum Revolver Amount is $1,250,000,000. Anything
contained herein to the contrary notwithstanding, upon termination of the
Commitments, the Maximum Revolver Amount shall automatically be reduced to
zero.


          “Maximum
Specified Loan Sublimit” means $150,000,000 (or the Equivalent Amount
thereof in Canadian Dollars). Anything contained herein to the contrary
notwithstanding, upon termination of the Commitments, the Maximum Specified
Loan Sublimit shall automatically be reduced to zero.


          “Maximum
U.S. Revolver Amount” means, at any time, the aggregate U.S. Revolving
Credit Commitments at such time, as the same may be increased or reduced from
time to time in accordance with Section 2.9, increased from time to time
in accordance with Section 2.8 or reduced from time to time in
accordance with Section 4.4(b); provided that the Maximum
U.S. Revolver Amount shall not at any time exceed $1,500,000,000 minus the
Maximum Canadian Revolver Amount. As of the Agreement Date, the Maximum U.S.
Revolver Amount is $1,250,000,000. Anything contained herein to the contrary
notwithstanding, upon termination of the Commitments, the Maximum U.S. Revolver
Amount shall automatically be reduced to zero.


          “Merchandise
and Consumables Inventory” means Inventory owned by a Borrower, a Guarantor
or any of their Subsidiaries, other than Rental Equipment held for sale or
rental, including, without limitation, parts for Rental Equipment, parts to be
sold, parts to be installed on Rental Equipment (which parts are not then
incorporated or installed in or on, or affixed or appurtenant to, any such
Rental Equipment), and Inventory for the contractors supply business of the
Obligors.


33






          “Merchandise
and Consumables Inventory Formula Amount” means, on any date of
determination thereof, an amount equal to 55% of the Value of Eligible
Merchandise and Consumables Inventory on such date.


          “Moody’s”
means Moody’s Investors Service, Inc., or any successor thereto.


          “Multi-employer
Plan” means a “multi-employer plan” as defined in Section 4001(a)(3)
of ERISA which is or was at any time during the current year or the immediately
preceding six (6) years contributed to by the Borrowers or any ERISA
Affiliate.


          “Net
Book Value” means, with respect to any Rental Equipment, cost minus
accumulated depreciation for such Rental Equipment calculated in accordance
with GAAP.


          “Net
Orderly Liquidation Value” means the net orderly liquidation value of any
Rental Equipment, as determined in accordance with the most recent Appraisal
received by the Agent in accordance with Section 8.4(c) of the
Agreement.


          “Net
Proceeds” means proceeds (including cash receivable (when received) by way
of deferred payment) received in cash from the sale, transfer or other
disposition of any property the disposition of which would constitute an Asset
Disposition or a Like-Kind Exchange, including insurance proceeds (other than
proceeds of business interruption insurance to the extent such proceeds
constitute compensation for lost earnings) and awards of compensation received
with respect to the destruction or condemnation of all or part of such
property, net of: (a) the reasonable and customary costs of such sale,
lease, transfer or other disposition (including legal fees and commissions);
(b) Taxes paid or a good faith estimate of the Taxes payable with respect
to such proceeds (including, without duplication, withholding taxes and cash
Tax payments); (c) all principal, interest and other amounts in respect of
Debt (other than Debt under the Loan Documents), including, without limitation,
any premium, penalty or make-whole amounts related thereto, required to be
repaid as a result such sale, lease, transfer or other disposition; and (d) appropriate
amounts to be provided by the recipient of such proceeds as a reserve in
accordance with GAAP against any liabilities associated with the assets sold or
disposed of in such sale, lease, transfer or other disposition, including,
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligation associated with the assets sold or disposed of in
such sale, lease, transfer or other disposition; provided that “Net
Proceeds” shall include any reserves previously taken against any liabilities
associated with any such sale, lease, transfer or other disposition immediately
upon those reserves being determined to be in excess of such liabilities, but
only to the extent of such excess.


          “New
Lender” has the meaning specified in Section 2.8(a).


          “Non-Core
Business” means any business which is not an essential part of the rental
business.


34






          “Non-Recourse
Debt” means Debt of a Person (a) as to which no Obligor provides any
Guaranty or credit support of any kind or is directly or indirectly liable (as
a guarantor or otherwise) and (b) which does not provide any recourse
against any of the assets of any Obligor. Notwithstanding the foregoing, the
provision of Standard Securitization Undertakings in connection with a
Qualified Receivables Transaction shall not invalidate the status of the Debt
of such Receivables Entity that is otherwise classified as Non-Recourse Debt
pursuant to the terms of this definition.


          “Notice
of Borrowing” means a U.S. Notice of Borrowing or a Canadian Notice of
Borrowing, as the context requires.


          “Notice
of Continuation/Conversion” has the meaning specified in Section 3.2(b).


          “Notice
of Requested Commitment Increase” has the meaning specified in Section 2.8(a).


          “Obligations”
means the U.S. Obligations and the Canadian Obligations.


          “Obligors”
means, collectively, each Borrower, each Guarantor, and any other Person that
now or hereafter is primarily or secondarily liable for any of the Obligations
and/or grants the Agent a Lien in any collateral as security for any of the
Obligations.


          “Organization
Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; (c) with respect to any
Canadian unlimited liability company, the memorandum of association or articles
of incorporation; and (d) with respect to any partnership, joint venture, trust
or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its
formation or organization with the applicable Governmental Authority in the jurisdiction
of its formation or organization and, if applicable, any certificate or
articles of formation or organization of such entity.


          “Other
Taxes” means any present or future stamp or documentary Taxes or any other
excise or property Taxes, charges or similar levies which arise from any
payment made hereunder or from the execution, delivery or registration of, or
otherwise with respect to, the Agreement or any other Loan Documents.


          “Out-of-Formula
Condition” has the meaning specified in Section 4.2.


          “Participant”
means any Person who shall have been granted the right by any Lender to
participate in the financing provided by such Lender under the Agreement, and
who shall have entered into a participation agreement in form and substance
satisfactory to such Lender, excluding any Participating Lender in its capacity
as such.


          “Participant
Register” has the meaning specified in Section 13.22(b).


          “Participating
Lender” has the meaning specified in Section 13.17(a).


35






          “Payment
Account” means each bank account to which the proceeds of Collateral are
deposited or credited, and which is maintained in the name of the Agent, on
terms acceptable to the Agent.


          “PBA”
means the Pension Benefits Act (Ontario) or similar legislation of any other
Canadian federal or provincial jurisdiction, and the regulations promulgated
thereunder applicable to a Pension Plan.


          “PBGC”
means the Pension Benefit Guaranty Corporation, or any Governmental Authority
succeeding to the functions thereof or any Governmental Authority of another
jurisdiction exercising similar functions in respect of any Plans of an
Obligor.


          “Pension
Act” means the Pension Protection Act of 2006, as amended from time to time.


          “Pension
Event” means solely with respect to Canadian Pension Plans (a) the
whole or partial withdrawal of a Canadian Obligor or any of its Subsidiaries
from a Canadian Pension Plan during a plan year; or (b) the filing of a
notice of proposal to terminate in whole or in part a Canadian Pension Plan or
the treatment of a Canadian Pension Plan amendment as a termination or partial
termination; or (c) the issuance of a notice of proposal by any
Governmental Authority to terminate in whole or in part or have an
administrator or like body appointed to administer a Canadian Pension Plan; or
(d) any other event or condition which might constitute grounds for the
termination of, winding up or partial termination or winding up or the
appointment of trustee to administer, any Plan.


          “Pension
Plan” means a pension plan or an employee benefit plan (a) (as defined
in Section 3(2) of ERISA) subject to Title IV of ERISA, other than a
Multi-employer Plan, or (b) which is subject to the Income Tax Act (Canada), the PBA, or
any other applicable laws, which in either case of clause (a) or (b) an
Obligor sponsors, maintains, or to which it makes, is making, or is obligated
to make contributions, or has made contributions at any time during the
immediately preceding five (5) plan years.


          “Perfection
Certificate” means the Perfection Certificate substantially in the form of
Exhibit F.


          “Permitted
Acquisition” means the acquisition by an Obligor of all or a substantial
portion of the assets or businesses of a Person or of assets constituting a
business unit, line of business or division of such Person (the “Target”)
or the acquisition by an Obligor of all of the capital stock or other equity
interests of the Target or the merger of the Target with and into an Obligor
(with such Obligor as the surviving Person), so long as:


          (a)
the board of directors (or similar
governing body) of the Target to be so purchased or acquired shall not have
indicated publicly its opposition to the consummation of such purchase or
acquisition (which opposition has not been publicly withdrawn);


          (b)
the Target and all acquired assets
shall be in the same business or lines of business (or lines of business
reasonably related or ancillary thereto) in which the Borrowers and their
Subsidiaries are engaged as of the Agreement Date;


36






          (c)
all transactions in connection with
such acquisition shall be consummated in all material respects, in accordance
with all applicable laws, governmental authorizations;


          (d)
after giving effect to such
acquisition and any related refinancing of Debt, none of the acquired assets
are subject to any Lien other than Permitted Liens;


          (e)
the Specified Conditions shall have
been satisfied; and


          (f)
a Responsible Officer shall have
delivered to the Agent a certificate as to the satisfaction of each of the
foregoing conditions


provided, that, unless the Agent shall otherwise consents
(subject to Reserves satisfactory in its discretion), no assets acquired in any
such transaction (including, without limitation, assets of the Target) may be
included in the calculation of Combined Availability for purposes of clause
(e), or otherwise included in the calculation of any Borrowing Base or any
similar calculation hereunder, until the Agent has completed to its reasonable
satisfaction such field examinations as it may deem appropriate and has
received an Appraisal with respect to such assets to the extent deemed
appropriate by the Agent and an updated Borrowing Base Certificate giving
effect to such acquisition.


          “Permitted
Debt” has the meaning specified in Section 8.13.


          “Permitted
Distributions” means:


          (a)
Distributions by any Subsidiary of
an Obligor to such Obligor and any Distribution by any Subsidiary to its equity
holders ratably;


          (b)
Distributions by Holdings to
repurchase equity securities issued by Holdings from employees, officers and
directors of Holdings, the Company or any Subsidiary (i) upon the death of
any such employee, officer or director of Holdings, the Company or any
Subsidiary, and (ii) upon the disability or termination of employment of
any such employee, officer or director of Holdings, the Company or any
Subsidiary in an amount not to exceed $10,000,000 in the aggregate in any
Fiscal Year;


          (c)
the Preferred Repurchase, so long as
the Specified Conditions are satisfied and the Holdco Notes shall have been
issued; and


          (d)
other Distributions, so long as the
Specified Conditions are satisfied.


          “Permitted
Guarantees” means (a) the Guarantees by the Obligors of the
Obligations, (b) Guarantees by any Obligor or any of its Subsidiaries in
respect of Debt otherwise permitted hereunder of any Obligor or any of its
wholly owned Subsidiaries, and (c) Guarantees by any Obligor or any of its
Subsidiaries of leases or other ordinary course obligations that do not
constitute Debt of an Obligor or Subsidiary in the ordinary course of business.


37






          “Permitted
Investments” means:


          (a)
direct obligations of the United
States of America or Canada, or any agency thereof, or obligations guaranteed
or insured by the United States of America or Canada, or any agency thereof, provided
that such obligations mature within one year from the date of acquisition
thereof;


          (b)
acquisitions of certificates of
deposit or time deposits maturing within one year from the date of acquisition,
bankers’ acceptances, Eurodollar bank deposits, or overnight bank deposits, in
each case issued by, created by, or with a bank or trust company organized
under the laws of the United States of America or any state thereof or Canada
or any province thereof having, at the time of acquisition thereof, capital and
surplus aggregating at least $1,000,000,000;


          (c)
acquisitions of commercial paper
given a rating of “A2” or better by S&P or “P2” or better by Moody’s and
maturing not more than 270 days from the date of creation thereof;


          (d)
marketable direct obligations issued
by any state of the United States of America or any political subdivision of
any such state or any public instrumentality thereof, in each case maturing
within one year after such date and having, at the time of the acquisition
thereof, a rating of at least A 1 from S&P or at least P 1 from Moody’s;


          (e)
any money market or similar fund the
assets of which are comprised exclusively of any of the items specified in
clauses (a) through (d) above and as to which withdrawals are
permitted at least every 90 days;


          (f)
Investments existing on the
Agreement Date and identified in Schedule 8.11 to the Agreement;


          (g)
Investments by any Obligor in any
other Obligor in the ordinary course of business;


          (h)
Investments by any Subsidiary
which is not an Obligor in any other Subsidiary which is not an Obligor;


          (i)
Investments by any Obligor in any
Subsidiary which is not an Obligor, the amount of which made during any Fiscal
Year (as reduced by any return of capital in respect of any such Investment
during such Fiscal Year), taken together with the amount of Debt incurred
pursuant to Sections 8.13(d) and (p)(ii) during such Fiscal Year,
does not exceed $10,000,000 (provided that the unused portion of such
amount for any Fiscal Year may be carried forward to successive Fiscal Years),
in each case by way of contributions to capital (including by way of organizing
a Subsidiary after the Agreement Date pursuant to Section 8.25); provided
that aggregate amount of Investments made under this clause (i), taken
together with Debt incurred pursuant to Sections 8.13(d) and (p)(ii),
shall not exceed $25,000,000 outstanding at any time;


38






          (j)
Investments by any Obligor in any
Receivables Entity pursuant to a Qualified Receivables Transaction;


          (k)
Investments in the nature of pledges
or deposits with respect to leases or utilities provided to third parties in
the ordinary course of business;


          (l)
deposit accounts maintained in the
ordinary course of business;


          (m)
Investments constituting Hedge
Agreements entered into in the ordinary course of business;


          (n)
Investments acquired by the Obligors
in the ordinary course of business in respect of Accounts that have become
delinquent, including securities of a delinquent Account Debtor received by any
Borrower or the Guarantor in connection with a plan of reorganization of the
Debt of such Account Debtor;


          (o)
loans and advances to employees and
officers in the ordinary course of business not to exceed $10,000,000 in
aggregate outstanding principal amount at any time;


          (p)
Permitted Acquisitions;


          (q)
Permitted Guarantees;


          (r)
Investments received in connection
with the bankruptcy or reorganization of suppliers and customers or in
settlement of delinquent obligations of, or other disputes with, customers and
suppliers arising in the ordinary course of business or upon the foreclosure
with respect to any secured Investment or other transfer of title with respect
to any secured Investment;


          (s)
Investments in the ordinary course
of business consisting of endorsements for collection or deposit and customary
trade arrangements with customers consistent with past practices;


          (t)
advances of payroll payments to
employees in the ordinary course of business;


          (u)
so long as the requirements set
forth in clauses (a) and (c) of the definition of “Specified Conditions”
are satisfied and Combined Availability is not less than 15% of the Maximum
Revolver Amount before and after giving effect to such Investments, Investments not to exceed $50,000,000 in the
aggregate during any Fiscal Year; and


          (v)
other Investments, so long as the
Specified Conditions shall have been satisfied.


39






          “Permitted
Liens” means, with respect to the Borrowers and their Subsidiaries, the
Liens listed below:


          (a)
Liens for Taxes not delinquent or
statutory Liens for Taxes; provided that (i) such Lien is junior in
priority (other than Liens securing Taxes not to exceed $5,000,000 at any time,
subject in all events to the Agent’s right to impose Reserves with respect to
such Taxes in accordance with Section 2.7 in its Reasonable Credit
Judgment) to the Agent’s Liens or (ii) the payment of such Taxes which are
due and payable is being Properly Contested;


          (b)
the Agent’s Liens;


          (c)
Liens consisting of deposits or
pledges of cash or cash equivalents made in the ordinary course of business in
connection with, or to secure payment of, obligations under worker’s
compensation, unemployment insurance, social security and other similar laws,
or to secure the performance of bids, tenders or purchase, supply or other
contracts (other than for the repayment of Debt) or to secure indemnity,
performance or other similar bonds for the performance of bids, tenders or
contracts (other than for the repayment of Debt) or to secure statutory
obligations (other than liens arising under ERISA or the PBA or Environmental
Liens) or surety or appeal bonds; provided, that the aggregate
outstanding face amount of bonds that are secured by any pledge of assets shall
not at any time exceed $100,000,000 at any time during the Fiscal Year of
Obligors ending December 31, 2008, which amount shall be increased by $7,500,000
in each subsequent Fiscal Year thereafter;


          (d)
Liens securing the claims or demands
of materialmen, mechanics, carriers, warehousemen, landlords and other like
Persons, provided that if any such Lien arises from the nonpayment of
such claims or demand when due, such claims or demands do not exceed $5,000,000
in the aggregate or are being Properly Contested;


          (e)
Liens securing Capital Leases and
purchase money Debt to the extent such Capital Leases or purchase money Debt
are permitted in Section 8.13(c);


          (f)
Liens constituting encumbrances in
the nature of reservations, exceptions, encroachments, easements, zoning,
rights of way, covenants running with the land, and other similar title
exceptions or encumbrances affecting any Real Estate; provided that they
do not in the aggregate materially detract from the value of the Real Estate or
materially interfere with its use in the ordinary conduct of the Borrowers’
business;


          (g)
Liens arising from judgments and
attachments in connection with court proceedings; provided that the
attachment or enforcement of such Liens would not result in an Event of Default
hereunder and the judgments or other orders secured by such Liens are being
Properly Contested;


          (h)
licenses, sublicenses, leases or
subleases granted to other Persons not materially interfering with the conduct
of the business of the Borrowers and their Subsidiaries taken as a whole or the
Agent’s rights with respect to the Collateral;


          (i)
any interest or title of a lessor,
sublessor, licensee or licensor under any lease, sublease, sublicense or
license agreement not prohibited by the Agreement;


40






          (j)
Liens in favor of a banking
institution encumbering deposits (including the right of set-off) held by such
banking institution incurred in the ordinary course of business;


          (k)
Liens attaching solely to cash
earnest money deposits in connection with any letter of intent or purchase
agreement in connection with a Permitted Acquisition;


          (l)
Liens arising from precautionary UCC
filings or PPSA filings regarding “true sale” to a Receivable Entity pursuant
to a Qualified Receivables Transaction or “true” operating leases or the
bailment or consignment of goods to any Obligor or any Subsidiary, to the
extent such lease, bailment or consignment is not otherwise in violation of the
Agreement;


          (m)
Liens on insurance proceeds or
unearned premiums incurred in the ordinary course of business in connection
with the financing of insurance premiums;


          (n)
Liens identified on Schedule 8.18;


          (o)
Liens securing Refinancing Debt to
the extent such Liens are permitted in the definition of “Refinancing Debt”;


          (p)
Liens on the property of the Target
in a Permitted Acquisition, so long as such Liens were in existence prior to
and were not incurred in connection with or in contemplation of the Permitted
Acquisition and do not extend to any assets other than those of the Target;


          (q)
Liens on property of a Receivables
Entity imposed in connection with a Qualified Receivables Transaction;


          (r)
Liens securing Debt permitted under Section 8.13(r);


          (s)
Liens on any Like-Kind Exchange
Account and any Replacement Property that is acquired in a Like-Kind Exchange,
in each case granted pursuant to and in connection with a Like-Kind Exchange in
favor of any applicable Qualified Intermediary to facilitate such Like-Kind
Exchange;


          (t)
Liens securing Debt of any
Subsidiary that is not an Obligor pursuant to Section 8.13(s); and


          (u)
other Liens so long as the aggregate
outstanding principal amount of Debt at any time secured thereby does not
exceed $5,000,000.


          “Permitted
Priority Liens” means Permitted Liens described in clauses (a) and (d) of
the definition thereof.


          “Person”
means any individual, sole proprietorship, partnership, limited liability
company, unlimited liability company, joint venture, trust, unincorporated
organization, association, corporation, Governmental Authority, or any other
entity.


41






          “Plan”
means any employee benefit plan (including such plans as defined in
Section 3(3) of ERISA) which an Obligor sponsors or maintains or to which
an Obligor or a Subsidiary of an Obligor makes, is making, or is obligated to
make contributions and includes any Pension Plan.


          “PPSA”
means the Personal Property Security
Act (Ontario) and the regulations promulgated thereunder, as amended
from time to time, provided, however, if validity, perfection and
effect of perfection and non-perfection of the Agent’s security interest in any
Collateral of any Canadian Obligor are governed by the personal property
security laws of any jurisdiction other than Ontario, PPSA means those personal
property security laws (including the Civil Code of Quebec) in such other
jurisdiction for the purposes of the provisions hereof relating to such
validity, perfection, and effect of perfection and non-perfection and for the
definitions related to such provisions, as from time to time in effect.


          “Preferred
Repurchase” means the repurchase, redemption and immediate retirement of
all of the shares of Holdings’ Series C and D preferred stock pursuant to the
Repurchase Agreement for an aggregate consideration of approximately
$679,000,000 (and in any event not to exceed $700,000,000).


          “Priority
Payable Reserves” means reserves established in the reasonable credit
judgment of the Agent for amounts secured by any Liens, choate or inchoate,
which rank or are capable of ranking in priority to the Agent’s Liens,
including, without limitation, in the Reasonable Credit Judgment of the Agent,
any such amounts due and not paid for vacation pay, amounts due and not paid
under any legislation relating to workers’ compensation or to employment
insurance, all amounts deducted or withheld and not paid and remitted when due
under the Income Tax Act (Canada), amounts currently or past due and not paid
for realty, municipal or similar Taxes (to the extent impacting personal or moveable
property) and all amounts currently or past due and not contributed, remitted
or paid to any Plan or under the Canada Pension Plan, the PBA or any similar
legislation.


          “Pro
Rata Share” means:


          (a)
with respect to a U.S. Lender, a
fraction (expressed as a percentage), the numerator of which is the amount of
such U.S. Lender’s U.S. Revolving Credit Commitment and the denominator of
which is the sum of the amounts of all of the U.S. Lenders’ U.S. Revolving
Credit Commitments, or if no U.S. Revolving Credit Commitments are outstanding,
a fraction (expressed as a percentage), (x) the numerator of which is the
amount of U.S. Revolving Loans and Specified Loans owed to such U.S. Lender plus
such U.S. Lender’s participation in the aggregate undrawn face amount of all
outstanding Letters of Credit, plus such U.S. Lender’s participation in
the aggregate amount of any unpaid reimbursement obligations in respect of
Letters of Credit and (b) the denominator of which is the aggregate amount
of the U.S. Revolving Loans and Specified Loans owed to the U.S. Lenders, plus
the aggregate undrawn face amount of all outstanding Letters of Credit, plus
the aggregate amount of any unpaid reimbursement obligations in respect of
Letters of Credit, in each case giving effect to a U.S. Lender’s participation
in U.S. Swingline Loans and U.S. Agent Advances;


42






          (b)
with respect to a Canadian Lender, a
fraction (expressed as a percentage), the numerator of which is the amount of
such Canadian Lender’s Canadian Revolving Credit Commitment and the denominator
of which is the sum of the amounts of all of the Canadian Lenders’ Canadian
Revolving Credit Commitments, or if no Canadian Revolving Credit Commitments
are outstanding, a fraction (expressed as a percentage), (x) the numerator
of which is the amount of Canadian Revolving Loans owed to such Canadian Lender
and (y) the denominator of which is the aggregate amount of the Canadian
Revolving Loans owed to the Canadian Lenders, in each case giving effect to a
Canadian Lender’s participation in Canadian Swingline Loans and Canadian Agent
Advances; and


          (c)
with respect to a Participating
Lender, the fraction described in clause (a) above for such Person in
its capacity as a U.S. Lender.


          “Proceeds
of Crime Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and
the regulations promulgated thereunder.


          “Progress
Billing” means any invoice for goods sold or services rendered under a
contract or agreement pursuant to which the Account Debtor’s obligation to pay
such invoice is conditioned upon any Obligor’s or any Subsidiary of an
Obligor’s completion of any further performance under the contract or
agreement; provided that in no event will any invoice for rent under a
Lease be considered a Progress Billing.


          “Properly
Contested” means, in the case of any Debt or other obligation of an Obligor
(including any Taxes) that is not paid as and when due or payable by reason of
such Obligor’s bona fide dispute concerning its liability to pay the same or
concerning the amount thereof, (a) such Debt or obligation is being
properly contested in good faith by appropriate proceedings promptly instituted
and diligently conducted; (b) such Obligor has established appropriate
reserves for the contested obligation in conformity with GAAP; (c) the
non-payment of such Debt or obligation will not be reasonably likely to have a
Material Adverse Effect and will not result in a material risk of forfeiture or
sale of any material assets of such Obligor; (d) if the Debt or obligation
results from, or is determined by the entry, rendition or issuance against an
Obligor or any of its assets of, a judgment, writ, order or decree, enforcement
of such judgment, writ, order or decree is stayed pending a timely appeal or
other judicial review; and (e) if such contest (including on any appeal or
judicial review) is abandoned, settled or determined adversely (in whole or in
part) to such Obligor, such Obligor pays such Debt or obligation, and all
penalties, interest and other amounts due in connection therewith, within 30
days following such abandonment, settlement or adverse determination.


          “Proprietary
Rights” means all of each Obligor’s and each of their Subsidiary’s now
owned and hereafter arising or acquired licenses, franchises, permits, patents,
patent rights, copyrights, works which are the subject matter of copyrights,
trademarks, service marks, trade names, trade styles, patent, trademark and
service mark applications, and all licenses and rights related to any of the
foregoing, and all other rights under any of the foregoing, all extensions,
renewals, reissues, divisions, continuations, and continuations-in-part of any
of the foregoing, and all rights to sue for past, present and future
infringement of any of the foregoing.


43






          “Qualified
Intermediary” means any Person acting in its capacity as a qualified
intermediary to facilitate any Like-Kind Exchange operate and/or own a
Like-Kind Exchange Account.


          “Qualified
Receivables Transaction” means any transaction or series of transactions
that may be entered into by any Obligor and/or any Subsidiary of an Obligor
pursuant to which such Obligor and/or Subsidiary may sell, assign, convey,
participate, contribute to capital or otherwise transfer to (a) a
Receivables Entity (in the case of a transfer by any Obligor or any Subsidiary
of an Obligor) or (b) any other Person (in the case of a transfer by a
Receivables Entity), or may grant a security interest in or pledge, any
Accounts or interests therein (whether now existing or arising in the future)
of any Obligor or any Subsidiary of an Obligor, and any assets (which, in the case of tangible assets, are sold giving
rise to the Accounts) related thereto, including, without limitation,
all collateral securing such Accounts, all contracts and contract rights,
purchase orders, Leases, security interests, financing statements or other
documentation in respect of such Accounts and all guarantees, indemnities,
warranties or other documentation or other obligations in respect of such
Account, any other assets which are customarily transferred, or in respect of
which security interests are customarily granted, in connection with assets
securitization transactions involving receivables similar to such Accounts and
any collections or proceeds of any of the foregoing (the “Related Assets”).
For the avoidance of doubt, the transactions contemplated by the Existing
Securitization Facility as of the date hereof constitute Qualified Receivables
Transactions.


          “RDPRM”
means the Registre des Droits Personnels et Réels Mobiliers.


          “Real
Estate” means all of each Obligor’s and each of their Subsidiaries now or
hereafter owned or leased estates in real property, including, without
limitation, all fees, leaseholds and future interests, together with all of
each Obligor’s and each of their Subsidiaries now or hereafter owned or leased
interests in the improvements thereon, the fixtures attached thereto and the easements
appurtenant thereto.


          “Reasonable
Credit Judgment” means, as applicable, the Agent’s commercially reasonable
judgment, exercised in good faith, as to any factor, event, condition or other
circumstance which the Agent, as applicable, reasonably determines: (a) will or
could adversely affect the quantity, quality or value of the Collateral, the
enforceability or priority of the Agent’s Liens thereon or the amount which the
Agent or the Lenders would be likely to receive (after giving consideration to
delays in payment and costs of enforcement) in the liquidation of the
Collateral or (b) suggests that any collateral report or financial information
delivered to the Agent by any Obligor or any Person on behalf of thereof is
incomplete, inaccurate or misleading in any material respect, (c) materially
increases the likelihood of any event described in Section 10.1(e), (f), (g) or
(h) involving an Obligor or (d) creates an Event of Default. In exercising such
judgment, the Agent may consider, without duplication, factors already included
in or tested by the definition of Eligible Rental Equipment or Eligible
Merchandise and Consumables Inventory, and any other criteria including: (i)
changes after the Closing Date in any concentration of risk with respect to
Eligible Rental Equipment or Eligible Merchandise and Consumables Inventory and
(ii) any other factors arising after the Closing Date that affect or that could
affect the credit risk of lending to the Borrowers on the security of the
Collateral.


44






          “Receivables
Entity” means (a) any existing Subsidiary or other Investment of the
Company which is listed on Schedule 1.4 or (b) any wholly
owned Subsidiary of the Company or one of its other Subsidiaries (or another
Person in which the Company or one of its other Subsidiaries makes an
Investment and to which the Company or one of its other Subsidiaries transfers
Accounts and Related Assets) formed after the Closing Date, in each such case,
which engages in no activities other than in connection with the financing of
Accounts or interests therein and Related Assets and any business or activities
incidental or related to such business and which is designated by the Board of
Directors of the Company (as provided below) as a Receivables Entity and:
(i) no portion of the Debt or any other obligations (contingent or
otherwise) of which: (A) is guaranteed by any Obligor (excluding
guarantees of obligations (other than direct guarantees of principal of, and
interest on, Debt) pursuant to Standard Securitization Undertakings);
(B) is recourse to or obligates any Obligor in any way other than pursuant
to Standard Securitization Undertakings; or (C) subjects any property or
asset of any Obligor, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization
Undertakings; (ii) with which no Obligor has any material contract,
agreement, arrangement or understanding (except in connection with a Standard
Securitization Undertaking or Qualified Receivables Transaction) other than
(A) on terms no less favorable to such Obligor than those that might be
obtained at the time from Persons that are not Affiliates of the Company, and
(B) fees payable in the ordinary course of business in connection with servicing
Accounts; and (iii) to which neither the Company nor any Subsidiary has
any obligation to maintain or preserve such entity’s financial condition or
cause such entity to achieve certain levels of operating results.


          Any
such designation by the Board of Directors of the Company shall be evidenced to
the Agent by delivering to the Agent a certified copy of the resolution of the
Board of Directors of the Company giving effect to such designation and a
certificate of a Responsible Officer certifying that such designation complied
with the foregoing conditions.


          “Refinancing
Debt” means with respect to any Debt (the “Refinanced Debt”), any
other Debt which extends, refinances, refunds, replaces or renews such Debt; provided
that (a) the principal amount (or accreted value, if applicable) of such
Refinancing Debt does not exceed the principal amount (or accreted value, if
applicable) of the Refinanced Debt except by an amount equal to unpaid accrued
interest and premium (including applicable prepayment penalties) thereof plus
fees and expenses reasonably incurred in connection therewith, (b) any Liens
securing such Refinancing Debt do not attach to any property of any obligor
that did not secure the Refinanced Debt, (c) no obligor that was not previously
liable for the repayment of such Refinanced Debt is or is required to become
liable for the Refinancing Debt, (d) such extension, refinancing, refunding,
replacement or renewal does not result in the Refinancing Debt having a shorter
weighted average life to maturity than the Refinanced Debt, and (e) if the
Refinanced was subordinated in right of payment to the Obligations, then the
terms and conditions of the Refinancing Debt shall include subordination terms
and conditions that are at least as favorable to the Lenders as those that were
applicable to the Refinanced Debt.


          “Register”
has the meaning specified in Section 13.22.


          “Related
Assets” has the meaning specified in the definition of “Qualified
Receivables Transaction.”


45






          ““Related Canadian Lender” has the meaning
specified in Section 12.2(b).



          “Relinquished
Property” has the meaning specified in the definition of Like-Kind
Exchange.


          “Release”
means a release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, leaching or migration of a Contaminant into the
indoor or outdoor environment or into or out of any Real Estate or other
property, including the movement of Contaminants through or in the air, soil,
surface water, groundwater or Real Estate or other property.


          “Rent
Reserves” means such reserves as may be established from time to time by
the Agent in its Reasonable Credit Judgment with respect to leased locations or
bailees of the Obligors where Eligible Rental Equipment or Eligible Merchandise
and Consumables Inventory is located to the extent the Agent has not received a
Collateral Access Agreement from the lessor or bailee at any such location, provided
that such reserves for any location shall not exceed two (2) months’ rent
at such location.


          “Rental
Equipment” means tangible personal property which is offered for sale or
rent (or offered for sale as used equipment) by an Obligor in the ordinary
course of its business or used in the business of the Obligors and their
Subsidiaries and included in fixed assets in the consolidated accounts of
Holdings, including Inventory that Holdings currently describes as “rental
equipment” in such consolidated accounts, but excluding any Merchandise and Consumables
Inventory.


          “Replacement
Property” has the meaning specified in the definition of Like-Kind
Exchange.


          “Reportable
Event” means, any of the events set forth in Section 4043(c) of ERISA
or the regulations thereunder, other than any such event for which the 30-day
notice requirement under ERISA has been waived in regulations issued by the
PBGC.


          “Repurchase
Agreement” means the purchase agreement to be dated on or about June 10,
2008 among Holdings, Apollo Investment Fund IV, L.P., Apollo Overseas Partners
IV, L.P. and J.P. Morgan Partners (BHCA), L.P.


          “Requested
Commitment Increase” has the meaning specified in Section 2.8(a).


          “Required
Lenders” means, at any time, Lenders having U.S. Revolving Credit Commitments
representing at least 50.1% of the aggregate U.S. Revolving Credit Commitments
at such time; provided, however, that if any Lender (or any
related Canadian Lender thereof) shall remain a Defaulting Lender, the term
“Required Lenders” means Lenders having U.S. Revolving Credit Commitments
representing at least 50.1% of the aggregate U.S. Revolving Credit Commitments
at such time (excluding the U.S. Revolving Credit Commitment of any such Lender
that is (or any such Lender whose related Canadian Lender is) a Defaulting
Lender); provided further, however, that if the U.S.
Revolving Credit Commitments have been terminated, the term “Required Lenders”
means Lenders holding U.S. Revolving Loans (including U.S. Swingline Loans)
representing at least 50.1% of the aggregate principal amount of U.S. Revolving
Loans (including U.S. Swingline Loans) outstanding at such time (excluding U.S.
Revolving Loans of any such Lender that is (or any such Lender whose related
Canadian Lender is) a Defaulting Lender).


46






          “Requirement
of Law” means, as to any Person, any law (statutory or common), treaty,
rule or regulation or determination of an arbitrator or of a Governmental
Authority, in each case applicable to or binding upon the Person or any of its
property or to which the Person or any of its property is subject.


          “Reserves”
means reserves that limit the availability of credit hereunder, consisting of
reserves against Availability, Eligible Merchandise and Consumables Inventory
and Eligible Rental Equipment, established by the Agent from time to time in
the Agent’s Reasonable Credit Judgment in accordance with Section 2.7(a)
of the Agreement. Without limiting the generality of the foregoing, the
following reserves shall be deemed to be a reasonable exercise of the Agent’s
credit judgment: (a) Bank Product Reserves, (b) Rent Reserves, (c)
warehousemen’s and bailees’ charges, (d) Priority Payable Reserves and (e)
Specified Reserves.


          “Responsible
Officer” means the President, any Vice President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer, legal counsel, or any other
executive or financial officer of Holdings or any other Obligor, or any other
officer having substantially the same authority and responsibility; or, with
respect to compliance with financial covenants and the preparation of the
Borrowing Base Certificate, the president, chief financial officer or the
treasurer of Holdings, or any other officer having substantially the same
authority and responsibility.


          “Reuters
Screen LIBOR01 Page” means the display designated on page “LIBOR01” on
Reuters Money 3000 Services (or such other page as may replace the LIBOR01 page
on that service) or such services displaying the London interbank offered rate
for deposits in Dollars as may replace Reuters Money 3000 Service.


          “Revolving
Credit Borrowing” means a Borrowing comprised of Revolving Loans.


          “Revolving
Credit Commitments” means the U.S. Revolving Credit Commitments and the
Canadian Revolving Credit Commitments, as the context requires.


          “Revolving
Credit Lender” means a Lender with a Revolving Credit Commitment or an
outstanding Revolving Loan.


          “Revolving
Loans” means the U.S. Revolving Loans and Canadian Revolving Loans, as the
context requires.


          “S&P”
means Standard & Poor’s Ratings Group, Inc., or any successor thereto.


          “SEC”
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.


47






          “Secured
Parties” means, collectively, the Agent, the Lenders, each Bank, each
Letter of Credit Issuer, the Indemnified Parties and each of the Agent, any
Lender or Affiliate of the Agent or such Lender to which is owed Designated
Bank Products Obligations.


          “Securitization
Percentage” means, at any time, with respect to any Qualified Receivables
Transaction pursuant to which any third party purchases any interest in any
Accounts of Holdings or any of its Subsidiaries, the sum of reserves and
discounts (including, without limitation, any yield reserve, loss reserve,
collection agent fee reserve and dilution reserve) required under such
Qualified Receivables Transaction to be included in the calculation of such
third party’s interest in such Accounts, divided by the face amount of
such Accounts, expressed as a percentage.


          “Security
Agreements” means, collectively, the U.S. Security Agreement and the
Canadian Security Agreement.


          “Security
Documents” means the U.S. Security Documents and the Canadian Security
Documents.


          “Senior
Secured Debt” means, at any date of determination, the secured Debt for
Borrowed Money of Holdings and its Subsidiaries at such time, excluding any
Debt subordinated to the Obligations on terms reasonably satisfactory to the
Agent. 


          “Senior
Secured Leverage Ratio” means, as of the last day of any Fiscal Quarter,
the ratio of (a) Senior Secured Debt as of the last day of such Fiscal Quarter
to (b) Consolidated EBITDA for the four (4) Fiscal Quarter period then ending.
For purposes of Section 8.23, the Senior Secured Leverage Ratio
shall be calculated pursuant to the second and third paragraphs of the
definition of “Fixed Charge Coverage Ratio”.


          “Settlement”
and “Settlement Date” have the meanings specified in Section 13.15(a)(ii).


          “Software”
means all “software” as such term is defined in the UCC, now owned or hereafter
acquired by any Obligor or any of their Subsidiaries, other than software
embedded in any category of Goods, including all computer programs and all
supporting information provided in connection with a transaction related to any
program.


          “Solvent”
or “Solvency” means, when used with respect to any Person, that at the
time of determination:


          (a)
the assets of such Person, at a fair
valuation, are in excess of the total amount of its debts (including contingent
liabilities); and


          (b)
the present fair saleable value of
its assets is greater than its probable liability on its existing debts as such
debts become absolute and matured; and


          (c)
it is then able and expects to be
able to pay its debts (including contingent debts and other commitments) as
they mature; and


          (d)
it has capital sufficient to carry
on its business as conducted and as proposed to be conducted.


48







          For
purposes of determining whether a Person is Solvent, (i) the amount of any
contingent liability shall be computed as the amount that, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability, and
(ii) the provisions of Section 4.15 of the Agreement shall be
taken into account.


          “Specified
Borrowing” means a Borrowing comprised of Specified Loans.


          “Specified
Conditions” means, at any time of determination with respect to any
Specified Payment or other event, that both before and immediately after such
Specified Payment or other event (including any Loans made in connection
therewith) (a) no Default or Event of Default has occurred and is
continuing, (b) Combined Availability shall not be less than 20% of the Maximum
Revolver Amount, (c) Holdings and the other Obligors shall be in pro forma
compliance with the covenants set forth in Sections 8.22 and 8.23
(regardless of whether a Covenant Trigger is in effect or such covenants are
otherwise effective, and measured as of the last day of the most recently ended
Fiscal Quarter for which financial statements were delivered in accordance with
Section 6.2) and (d) such Specified Payment or other event shall be in
compliance with the Requirement of Law.


          “Specified
Loan Borrower” has the meaning specified in the introductory paragraph to
the Agreement.


          “Specified
Loan Designated Account” has the meaning specified in Section 2.10(b).


          “Specified
Loan Notice of Borrowing” has the meaning specified in Section 2.10(a).


          “Specified
Loans” means the revolving loans made by Lenders to the Specified Loan
Borrower pursuant to Section 2.3.


          “Specified
Payment” means (a) any Permitted Acquisition, (b) Distributions
pursuant to clause (c) or (d) of the definition of “Permitted
Distributions” and (c) Investments pursuant to clause (v) of
the definition of “Permitted Investments”.


          “Specified
Reserves” means reserves established from time to time that represent
Dollar amounts that the Agent in its reasonable credit judgment believes may be
required (a) in connection with the preservation, protection, collection
or realization of Collateral or (b) in connection with any obligations,
agreement or undertaking of any Obligor set forth in the Agreement or any of
the other Loan Documents.


          “Standard
Securitization Undertakings” means the representations, warranties,
covenants, indemnities and performance guarantees of the Company or any of its
Subsidiaries to a Receivables Entity or its order and servicing obligations
entered into by the Company or any of its Subsidiaries (other than a Receivables
Entity) and the provision of cash equivalents to pay fees and expenses
reasonably related thereto or any Refinancing Debt thereof permitted pursuant
to Section 8.13, in each case which are reasonably customary in
securitization transactions.


49






          “Stated
Termination Date” means June 7, 2013.


          “Stock”
means all shares, options, warrants, general or limited partnership interests,
membership interests or other equivalents (regardless of how designated) of or
in a corporation, partnership, limited liability company, unlimited liability
company or equivalent entity whether voting or nonvoting, including common
stock, preferred stock or any other “equity security” (as such term is defined
in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC
under the Exchange Act).


          “Subordinated
Debt” means the Existing Public Debt (other than the 61⁄2% Senior Notes and
the Holdco Notes) and any other Debt subordinated to, or required under the
Loan Documents to be subordinated to, the Debt under the Loan Documents.


          “Subsidiary”
of a Person means any corporation, association, partnership, limited liability
company, unlimited liability company, joint venture or other business entity of
which more than fifty percent (50%) of the voting stock or other equity
interests (in the case of Persons other than corporations), is owned or
controlled directly or indirectly by the Person, or one or more of the
Subsidiaries of the Person, or a combination thereof. Unless the context
otherwise clearly requires, references herein to a “Subsidiary” refer to a
Subsidiary of Holdings.


          “Supermajority
Lenders” means, at any time, Lenders having U.S. Revolving Credit
Commitments representing at least 66% of the aggregate U.S. Revolving Credit
Commitments at such time; provided, however, that if any Lender
(or any related Canadian Lender thereof) shall remain a Defaulting Lender, the
term “Supermajority Lenders” means Lenders having U.S. Revolving Credit
Commitments representing at least 66% of the aggregate U.S. Revolving Credit
Commitments at such time (excluding the U.S. Revolving Credit Commitment of any
such Lender that is (or any such Lender whose related Canadian Lender is) a
Defaulting Lender); provided further, however, that if the
U.S. Revolving Credit Commitments have been terminated, the term “Supermajority
Lenders” means Lenders holding U.S. Revolving Loans (including U.S. Swingline
Loans) representing at least 66% of the aggregate principal amount of U.S.
Revolving Loans (including U.S. Swingline Loans) outstanding at such time
(excluding U.S. Revolving Loans of any such Lender that is (or any such Lender
whose related Canadian Lender is) a Defaulting Lender).


          “Supporting
Letter of Credit” has the meaning specified in Section 2.4(g).


          “Swingline
Commitment” means collectively, the U.S. Swingline Commitment and the
Canadian Swingline Commitment.


          “Swingline
Lender” means the U.S. Swingline Lender or Canadian Swingline Lender.


          “Swingline
Loan” and “Swingline Loans” means the collective reference to the
U.S. Swingline Loan or U.S. Swingline Loans or the Canadian Swingline Loan or
the Canadian Swingline Loans, in each case as the context requires.


          “Syndication
Agent” has the meaning specified in the preamble to the Agreement.


          “Target”
has the meaning specified in the definition of “Permitted Acquisition”.


50






          “Taxes”
means any and all present or future taxes, levies, imposts, deductions, charges
or withholdings and all liabilities (including interest, penalties and
additions to tax) with respect thereto imposed by any Governmental Authority.


          “Termination
Date” means the earliest to occur of (a) the Stated Termination Date,
(b) the date the Commitments are terminated either by the Borrowers
pursuant to Section 4.4 or by the Required Lenders pursuant to Section 10.2,
and (c) the date the Agreement is otherwise terminated for any reason
whatsoever pursuant to the terms of the Agreement.


          “Titled
Goods” means vehicles and similar items that are (a) subject to
certificate-of-title statutes or regulations under which a security interest in
such items are perfected by an indication on the certificates of title of such
items (in lieu of filing of financing statements under the UCC), (b) evidenced
by certificates of ownership or other registration certificates issued or
required to be issued under the laws of any jurisdiction or (c) “motor
vehicles” for purposes of the PPSA.


          “Total
Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio
of (a) all Debt for Borrowed Money of the Company and its Subsidiaries as of
the last day of such Fiscal Quarter to (b) Consolidated EBITDA for the
four (4) Fiscal Quarter period then ending. The Total Leverage Ratio shall
be calculated pursuant to the second and third paragraphs of the definition of
“Fixed Charge Coverage Ratio”.


          “Transactions”
means, collectively, (a) the execution, delivery and performance by the
Obligors of the Loan Documents to which they are a party and the making of the
borrowings hereunder, (b) the repayment of certain Debt, (c) the Preferred
Repurchase and the execution, delivery and performance by Holdings of the
Repurchase Agreement, (d) the issuance and sale of the Holdco Notes and the
execution, delivery and performance by Holdings of the Holdco Notes Documents
and (e) the payment of related fees and expenses and, as applicable,
prepayment penalties, in connection with each of the foregoing.


          “Type”
means any type of a Loan determined with respect to the interest option
applicable thereto, which shall be a LIBOR Loan, a BA Equivalent Loan, a Base
Rate Loan or a Canadian Prime Rate Loan.


          “UCC”
means the Uniform Commercial Code, as in effect from time to time, of the State
of New York or of any other state the laws of which are required as a result
thereof to be applied in connection with the issue of perfection of security
interests.


          “Unfunded
Canadian Loan Participation” means, in respect of any Participating
Lender’s Canadian Loan Participation in a Canadian Revolving Loan of the
Canadian Funding Banks, the principal amount of such Canadian Loan
Participation minus the amount of such Participating Lender’s Funded
Canadian Loan Participation in such Canadian Revolving Loan.


          “Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA or other applicable law, over the
current value of that Pension Plan’s assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412 of
the Code or other applicable laws for the applicable plan year and includes,
with respect to any Canadian Pension Plan, any unfunded liability or solvency
deficiency as determined for the purposes of the PBA.


51






          “Unused
Letter of Credit Subfacility” means an amount equal to the Letter of Credit
Subfacility minus the sum of (a) the aggregate undrawn amount of
all outstanding Letters of Credit plus, without duplication,
(b) the aggregate unpaid reimbursement obligations with respect to all
Letters of Credit.


          “Unused
Line Fee” has the meaning specified in Section 3.5.


          “URA”
has the meaning specified in the introductory paragraph to the Agreement.


          “URC”
has the meaning specified in the introductory paragraph to the Agreement.


          “U.S.
Agent Advances” has the meaning specified in Section 2.5(h).


          “U.S.
Availability” means, at any time (a) the lesser of (i) the
Maximum U.S. Revolver Amount and (ii) the U.S. Borrowing Base, minus
(b) the sum of the Aggregate U.S. Revolver Outstandings and the Aggregate
Canadian Revolver Outstandings Funded On U.S. Borrowing Base.


          “U.S.
Bank” means Bank of America, N.A., a national banking association, or any
successor entity thereto.


          “U.S.
Borrowers” has the meaning specified in the introductory paragraph to the
Agreement.


          “U.S.
Borrowing Base” means, at any time, an amount in Dollars equal to:


          (a)
the sum of


          (i)
the lesser of (A) $100,000,000 and (B) the Merchandise and
Consumables Inventory Formula Amount with respect to the U.S. Obligors; plus


          (ii)
the lesser of (A) 95% of the Net Book Value of Eligible Rental Equipment
of the U.S. Obligors and (B) 85% of the Net Orderly Liquidation Value of
the Eligible Rental Equipment of the U.S. Obligors; minus


          (b)
Reserves from time to time
established by the Agent in accordance with Section 2.7(a) of the
Agreement.


          “U.S.
Collateral” means all of the U.S. Obligors’ personal property, and all
other assets of any Person, in each case from time to time subject to the
Agent’s Liens securing payment or performance of any Obligations; provided,
however, that at no time shall the term “U.S. Collateral” include any
asset of a controlled foreign corporation as defined in Section 957 of the
Code.


52






          “U.S.
Credit Facilities” means the revolving credit, swingline and letter of
credit facilities provided for by this Agreement extended to the U.S. Borrowers
and the Specified Loan Borrower.


          “U.S.
Designated Account” has the meaning specified in Section 2.5(b).


          “U.S.
Guarantee Agreement” means the Guaranty dated as of the Agreement Date,
among the U.S. Guarantors for the benefit of the Secured Parties.


          “U.S.
Guarantors” means (a) Holdings, (b) each Subsidiary, whether now
existing or hereafter created or acquired (other than any Subsidiary that is a
Receivables Entity, Immaterial Subsidiary or Foreign Subsidiary that is a
“controlled foreign corporation” under Section 957 of the Code), but
including, United Rentals of Nova Scotia (No. 1), ULC and United Rentals of
Nova Scotia (No. 2), ULC and (c) each other Person, who, in a writing accepted
by the Agent, guarantees payment or performance in whole or in part of the
Obligations.


          “U.S.
Intellectual Property Security Agreement” means the Intellectual Property
Security Agreement dated as of the Agreement Date among the U.S. Obligors for
the benefit of the Secured Parties.


          “U.S.
Lender” means a Lender that has a U.S. Revolving Credit Commitment.


          “U.S.
Notice of Borrowing” has the meaning specified in Section 2.5(a).


          “U.S.
Obligations” means all present and future loans, advances, liabilities,
obligations, covenants, duties, and debts owing by the U.S. Obligors, or any of
them, to the Agent, the Letter of Credit Issuer, any U.S. Lender, any U.S.
Secured Party and/or any Indemnified Person, arising under or pursuant to the
Agreement or any of the other Loan Documents, whether or not evidenced by any
note, or other instrument or document, whether arising from an extension of
credit, opening of a letter of credit, acceptance, loan, guaranty,
indemnification or otherwise, whether direct or indirect, absolute or
contingent, due or to become due, primary or secondary, as principal or
guarantor, and including all principal, interest, charges, expenses, fees,
attorneys’ fees, Attorney Costs, filing fees and any other sums chargeable to
the U.S. Borrowers or any other U.S. Obligor hereunder or under any of the
other Loan Documents. “U.S. Obligations” includes, without limitation,
(a) all debts, liabilities, and obligations now or hereafter arising from
or in connection with the Letters of Credit and (b) all Designated Bank
Products Obligations owed by any U.S. Obligor. Anything contained herein to the
contrary notwithstanding, the term U.S. Obligations shall not include any
Canadian Obligations.


          “U.S.
Obligors” means the U.S. Borrowers, the Specified Loan Borrower and the
U.S. Guarantors.


          “U.S.
Revolving Credit Borrowing” means a Borrowing comprised of U.S. Revolving
Loans.


53






          “U.S.
Revolving Credit Commitment” means, at any date for any U.S. Lender, the
obligation of such U.S. Lender to make U.S. Revolving Loans and Specified Loans
and to purchase participations in Letters of Credit pursuant to the terms and
conditions of this Agreement, which shall not exceed the aggregate principal
amount set forth on Schedule 1.1 under the heading “Revolving
Credit Commitment” or on the signature page of the Assignment and Acceptance by
which it became a Lender, as modified from time to time pursuant to the terms
of this Agreement or to give effect to any applicable Assignment and
Acceptance; and “Revolving Credit Commitments” means the aggregate
principal amount of the U.S. Revolving Credit Commitments of all U.S. Lenders,
the maximum amount of which shall be the Maximum U.S. Revolver Amount; provided,
however, after the termination of the U.S. Revolving Credit Commitments,
the U.S. Revolving Credit Commitment of any U.S. Lender shall be deemed to be
in an amount equal to the outstanding principal amount of U.S. Revolving Loans
and Specified Loans owing to such U.S. Lender.


          “U.S.
Revolving Loans” means the revolving loans made pursuant to Section 2.2(a),
each U.S. Agent Advance and U.S. Swingline Loan.


          “U.S.
Secured Parties” means, collectively, the Agent, the U.S. Lenders, the U.S.
Bank, the Letter of Credit Issuer, the Indemnified Parties and each of the
Agent, any U.S. Lender or any Affiliate of the Agent or such U.S. Lender to
which is owed any Designated Bank Product Obligations, in each case in its
capacity as an obligee of U.S. Obligations.


          “U.S.
Security Agreements” means, collectively, (a) the Security Agreement,
dated as of the Agreement Date, among Holdings, the U.S. Borrowers and the U.S.
Guarantors, for the benefit of the Secured Parties, and (b) any security
agreement executed and delivered after the Agreement Date by a Person that
becomes a Borrower or a U.S. Guarantor hereunder in accordance with Section 8.25(a).


          “U.S.
Security Documents” means the U.S. Intellectual Property Security
Agreement, the U.S. Security Agreements and any other agreements, instruments,
and documents heretofore, now or hereafter securing or guaranteeing any of the
Obligations.


          “U.S.
Subsidiary Borrowers” has the meaning specified in the introductory
paragraph to the Agreement.


          “U.S.
Swingline Commitment” means the Commitment of the U.S. Bank to make loans
pursuant to Section 2.5(g).


          “U.S.
Swingline Lender” means the U.S. Bank or any successor financial
institution agreed to by the Agent, in its capacity as provider of U.S.
Swingline Loans.


          “U.S.
Swingline Loan” and “U.S. Swingline Loans” have the meanings specified in Section 2.5(g).


          “U.S.
Swingline Sublimit” has the meaning specified in Section 2.5(g).


          “Value”
means, with reference to the value of Eligible Merchandise and Consumables
Inventory, value determined on the basis of the lower of cost or market value
of such Eligible Merchandise and Consumables Inventory, with the cost thereof
calculated on a first-in, first-out basis, determined in accordance with GAAP.


54






          “Vendor
Lease” means a lease pursuant to which any Person leases Inventory or
Rental Equipment from a Vendor Lessor, whether or not such lease constitutes an
operating lease or a Capital Lease under GAAP and whether or not such lease
constitutes a true lease or a secured transaction under the Code or other
applicable law.


          “Vendor
Lessor” means any Person who leases Inventory or Rental Equipment to
Holdings a Borrower or a Guarantor pursuant to a Vendor Lease.


          1.2
Accounting Terms. Any accounting term used in the Agreement shall have,
unless otherwise specifically provided herein, the meaning customarily given in
accordance with GAAP, and all financial computations in the Agreement shall be
computed, unless otherwise specifically provided therein, in accordance with
GAAP as consistently applied and using the same method for inventory valuation
as used in the preparation of the Financial Statements. 


          1.3
Interpretive Provisions. (a) The meanings of defined terms are equally
applicable to the singular and plural forms of the defined terms.


                    (b)
The words “hereof,” “herein,” “hereunder” and similar words refer to the
Agreement as a whole and not to any particular provision of the Agreement; and
Subsection, Section, Schedule and Exhibit references are to the Agreement
unless otherwise specified.


                    (c)
The term “documents” includes any and all instruments, documents, agreements,
certificates, indentures, notices and other writings, however evidenced.


                    (i)
The term “including” is not limiting and means “including without limitation.”


                    (ii)
In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including,” the words “to” and “until”
each mean “to but excluding” and the word “through” means “to and including.”


                    (iii)
The word “or” is not exclusive.


                    (d)
Unless otherwise expressly provided herein, (i) references to agreements
(including the Agreement) and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications thereto, but only to
the extent such amendments and other modifications are not prohibited by the
terms of any Loan Document, and (ii) references to any statute or
regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting
the statute or regulation.


                    (e)
The captions and headings of the Agreement and other Loan Documents are for
convenience of reference only and shall not affect the interpretation of the
Agreement.


                    (f)
The Agreement and other Loan Documents may use several different limitations,
tests or measurements to regulate the same or similar matters. All such
limitations, tests and measurements are cumulative and shall each be performed
in accordance with their terms.


55






                    (g)
The Agreement and the other Loan Documents are the result of negotiations among
and have been reviewed by counsel to the Agent, the Borrowers, the Guarantors
and the other parties, and are the products of all parties. Accordingly, they shall
not be construed against the Lenders or the Agent merely because of the Agent’s
or Lenders’ involvement in their preparation.


                    (h)
For purposes of any Collateral located in the Province of Quebec or charged by
any deed of hypothec (or any other Loan Document) and for all other purposes
pursuant to which the interpretation or construction of a Loan Document may be
subject to the laws of the Province of Quebec or a court or tribunal exercising
jurisdiction in the Province of Québec, (i) ”personal property” shall be
deemed to include “movable property”, (ii) ”real property” shall be deemed
to include “immovable property”, (iii) ”tangible property” shall be deemed
to include “corporeal property”, (iv) ”intangible property” shall be deemed
to include “incorporeal property”, (v) ”security interest” and “mortgage”
shall be deemed to include a “hypothec”, (vi) all references to filing,
registering or recording under the UCC or the PPSA shall be deemed to include
publication under the Civil Code of Québec, (vii) all references to
“perfection” of or “perfected” Liens shall be deemed to include a reference to
the “opposability” of such Liens to third parties, (viii) any “right of
offset”, “right of setoff” or similar expression shall be deemed to include a
“right of compensation”, (ix) ”goods” shall be deemed to include
“corporeal movable property” other than chattel paper, documents of title,
instruments, money and securities, and (x) an “agent” shall be deemed to
include a “mandatory”.


          1.4
Classification of Loans and Borrowings. For purposes of the Agreement,
Loans may be classified and referred to by class (e.g., a “Canadian
Revolving Loan”, “U.S. Revolving Loan” or “Specified Loan”) or by Type (e.g.,
a “LIBOR Loan”) or by class and Type (e.g., a “Canadian Revolving BA
Equivalent Loan”). Borrowings also may be classified and referred to by class (e.g.,
a “Canadian Revolving Borrowing”, “U.S. Revolving Borrowing” or “Specified
Borrowing”) or by Type (e.g., a “LIBOR Borrowing”) or by class and Type
(e.g., a “Canadian Revolving BA Equivalent Borrowing”).


          1.5
Effectuation of Transactions. Each of the representations and warranties
of Holdings and the other Obligors contained in this Agreement (and all
corresponding definitions) are made after giving effect to the Transactions (or
such portion thereof as shall be consummated as of the date of the applicable
representation or warranty), unless the context otherwise requires.


          1.6
Currency. All Canadian Revolving Loans and Specified Loans shall be made
and denominated in Cdn. Dollars. Canadian Revolving Loans and Specified Loans,
interest thereon and the Canadian Loan Participation Fees in respect of
Unfunded Canadian Loan Participations in Canadian Revolving Loans to the Canadian
Borrowers and any other Obligor’s payment obligations expressly payable in Cdn.
Dollars shall all be payable in Cdn. Dollars. However, for purposes of
determining compliance with covenant and default limitations and other monetary
thresholds, all fees and amounts payable hereunder and all calculations
hereunder, including, without limitation, the amount of each Borrowing Base,
the Aggregate Canadian Revolver Outstandings, the Maximum Revolver Amount, the
Maximum Canadian Revolver Amount, the U.S. Availability, the Canadian
Availability and each Lender’s Commitments as of any date shall all be
calculated in Dollars or the Equivalent Amount in Dollars.


56






ARTICLE II


LOANS AND LETTERS OF CREDIT


          2.1
Credit Facilities.


                    (a)
Subject to all of the terms and conditions of this Agreement, (i) the U.S.
Lenders agree to make U.S. Revolving Loans to the U.S. Borrowers on the Closing
Date and at any time and from time to time prior to the Termination Date, in an
aggregate principal amount outstanding not in excess of the Maximum U.S.
Revolver Amount, (ii) the U.S. Bank agrees to extend credit to the U.S.
Borrowers, at any time and from time to time prior to the Termination Date, in
the form of U.S. Swingline Loans, in an aggregate principal amount at any time
outstanding not in excess of the U.S. Swingline Sublimit, and (iii) the Letter
of Credit Issuer agrees to issue Letters of Credit on behalf of the U.S.
Borrowers, in an aggregate face amount at any time outstanding not in excess of
the Letter of Credit Subfacility. The proceeds of the U.S. Revolving Loans and
the U.S. Swingline Loans are to be used solely by the U.S. Borrowers to repay
certain existing Debt, to pay related fees and expenses of the Transactions and
to finance ongoing working capital needs (including, without limitation,
purchases of Equipment) and general corporate purposes (including Permitted
Acquisitions) of the U.S. Borrowers and their Subsidiaries.


                    (b)
Subject to all of the terms and conditions of this Agreement, the U.S. Lenders
agree to make Specified Loans in Canadian Dollars to the Specified Loan
Borrower on the Closing Date and at any time and from time to time prior to the
Termination Date, in an aggregate principal amount at any time outstanding not
in excess of the Maximum Specified Loan Sublimit. The proceeds of the Specified
Loans are to be used to repay certain existing Debt, to pay related fees and
expenses of the Transactions and to finance ongoing working capital needs
(including, without limitation, purchases of Equipment) and general corporate
purposes (including Permitted Acquisitions) of the Specified Loan Borrower.


                    (c)
Subject to all of the terms and conditions of this Agreement, (i) the
Canadian Lenders agree to make Canadian Revolving Loans to the Canadian
Borrowers on the Closing Date and at any time and from time to time prior to
the Termination Date, in an aggregate principal amount at any time outstanding
not in excess of Maximum Canadian Revolver Loan Amount and (ii) the
Canadian Bank agrees to extend credit to the Canadian Borrowers, at any time
and from time to time prior to the Termination Date, in the form of Canadian
Swingline Loans, in an aggregate principal amount at any time outstanding not in
excess of the Canadian Swingline Sublimit. The proceeds of Canadian Revolving
Loans and the Canadian Swingline Loans are to be used to repay certain existing
Debt, to pay related fees and expenses of the Transactions and to finance
ongoing working capital needs (including, without limitation, purchases of
Equipment) and general corporate purposes (including Permitted Acquisitions) of
the Canadian Borrowers and their Subsidiaries.


57






          2.2
Revolving Loans.


                    (a)
Subject to all of the terms and conditions of this Agreement, each U.S. Lender
severally, but not jointly, agrees, upon the Borrowers’ Agent’s request from
time to time on any Business Day during the period from the Closing Date to the
Termination Date, to make revolving loans to the U.S. Borrowers in amounts not
to exceed such U.S. Lender’s Pro Rata Share of U.S. Availability. The
U.S. Lenders, however, in their unanimous discretion, may elect to make U.S.
Revolving Loans or issue or arrange to have issued Letters of Credit in excess
of the U.S. Borrowing Base on one or more occasions, but if they do so, neither
the Agent nor the U.S. Lenders shall be deemed thereby to have changed the
limits of the U.S. Borrowing Base or to be obligated to exceed such limits on
any other occasion. If any such Borrowing would exceed U.S. Availability, the
U.S. Lenders may refuse to make or may otherwise restrict the making of U.S.
Revolving Loans as the U.S. Lenders determine until such excess has been
eliminated, subject to the Agent’s authority, in its sole discretion, to make
Agent Advances pursuant to the terms of Section 2.5(h).


                    (b)
Subject to all of the terms and conditions of this Agreement, each Canadian
Lender severally, but not jointly, agrees, upon the Borrowers’ Agent’s request
from time to time on any Business Day during the period from the Closing Date
to the Termination Date, to make revolving loans to the Canadian Borrowers in
amounts not to exceed such Canadian Lender’s Pro Rata Share of Canadian
Availability. The Canadian Lenders, however, in their unanimous discretion, may
elect to make Canadian Revolving Loans in excess of the Canadian Availability
(but not to exceed the Maximum Canadian Revolver Amount) on one or more
occasions, but if they do so, neither the Agent nor the Canadian Lenders shall
be deemed thereby to have changed the limits of the Canadian Availability or
the Maximum Canadian Revolver Amount or to be obligated to exceed such limits
on any other occasion. If any such Borrowing would exceed Canadian
Availability, the Canadian Lenders may refuse to make or may otherwise restrict
the making of Canadian Revolving Loans as the Canadian Lenders determine until
such excess has been eliminated, subject to the Agent’s authority, in its sole
discretion, to make Canadian Agent Advances pursuant to the terms of Section 2.6(i).


          2.3
Specified Loans. Subject to all of the terms and conditions of this
Agreement, each U.S. Lender severally, but not jointly, agrees, upon the
Borrowers’ Agent’s request from time to time on any Business Day during the
period from the Closing Date to the Termination Date, to make revolving loans
to the Specified Loan Borrower in amounts not to exceed such U.S. Lender’s Pro
Rata Share of U.S. Availability. If any such Borrowing would exceed
U.S. Availability, the U.S. Lenders may refuse to make or may otherwise
restrict the making of Specified Loans as the U.S. Lenders determine until such
excess has been eliminated.


          2.4
Letters of Credit.


                    (a)
Agreement to Issue or Cause to Issue. Subject to all of the terms and
conditions of this Agreement, the Agent agrees to cause the Letter of Credit
Issuer to issue for the account of any U.S. Borrower one or more
commercial/documentary and standby letters of credit denominated in Dollars
(each, a “Letter of Credit” and, collectively, the “Letters of Credit”)
and to amend, renew or extend Letters of Credit previously issued by the Letter
of Credit Issuer (unless otherwise provided below).


58






                    (b)
Amounts; Outside Expiration Date. The Agent shall not have any
obligation to issue or cause to be issued any Letter of Credit at any time if
(i) the maximum aggregate amount of the requested Letter of Credit for the
term of such Letter of Credit (including any increases in amount referenced
therein) is greater than the Unused Letter of Credit Subfacility at such time;
(ii) the maximum undrawn amount of the requested Letter of Credit would
exceed U.S. Availability; or (iii) such Letter of Credit has an expiration
date later than 12 months after the date of issuance, in the case of standby
letters of credit (subject to customary evergreen or automatic renewal
provisions reasonably acceptable to such Letter of Credit Issuer), or later
than 180 days after the date of issuance, in the case of documentary letters of
credit; provided that in no event shall any Letter of Credit have an
expiration date later than the date that is five (5) Business Days prior to the
Termination Date. With respect to any Letter of Credit which contains any
“evergreen” or automatic renewal or extension provision, if such Letter of
Credit permits the Letter of Credit Issuer to prevent any extension by giving
notice to the beneficiary thereof no later than a date (the “Non-Extension
Notice Date”), once any such Letter of Credit has been issued, the U.S.
Lenders shall be deemed to have authorized the Letter of Credit Issuer to
permit extensions of such Letter of Credit to an expiry date not later than the
date that is five (5) Business Days prior to the Termination Date, unless the
Agent shall have received written notice from the Required Lenders declining to
consent to any such extension at least thirty (30) days prior to the
Non-Extension Notice Date; provided that no Lender may decline to
consent to any such extension if all of the requirements of this Section 2.4
are met and no Default or Event of Default has occurred and is continuing.


                    (c)
Other Conditions. In addition to the conditions precedent contained in Article IX,
the obligation of the Agent to issue or to cause to be issued any applicable
Letter of Credit is subject to the following conditions precedent having been
satisfied in a manner reasonably acceptable to the Agent:


          (i)
The applicable Borrower shall have delivered to the applicable Letter of Credit
Issuer, at least three (3) Business Days (or such shorter period as the
applicable Letter of Credit Issuer may agree) in advance of the proposed date
of issuance of any Letter of Credit, an application in form and substance
satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the
Agent for the issuance of the Letter of Credit and such other documents as may
be reasonably required pursuant to the terms thereof, and the form of the
proposed Letter of Credit shall be reasonably satisfactory to the Agent and the
applicable Letter of Credit Issuer; and


          (ii)
As of the date of issuance, no order of any court, arbitrator or Governmental
Authority shall purport by its terms to enjoin or restrain money center banks
generally from issuing letters of credit of the type and in the amount of the
proposed Letter of Credit, and no law, rule or regulation applicable to money
center banks generally and no request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over money
center banks generally shall prohibit, or request that the proposed Letter of
Credit Issuer refrain from, the issuance of letters of credit generally or the
issuance of such Letters of Credit.


                    (d)
Issuance of Letters of Credit. (i) Request for Issuance. The
applicable Borrower shall notify the Agent of a requested Letter of Credit at
least three (3) Business Days (or such shorter period as the applicable
Letter of Credit Issuer may agree) prior to the proposed issuance date. Such
notice shall be irrevocable and must specify the original face amount of the
Letter of Credit requested, the Business Day of issuance of such requested
Letter of Credit, whether such Letter of Credit may be drawn in a single or in
partial draws, the Business Day on which the requested Letter of Credit is to
expire, the purpose for which such Letter of Credit is to be issued, and the
beneficiary of the requested Letter of Credit. The applicable Borrower shall
attach to such notice the proposed form of the Letter of Credit.


59






                    (ii)
Responsibilities of the Agent; Issuance. As of the Business Day
immediately preceding the requested issuance date of each Letter of Credit, the
Agent shall determine the amount of the Unused Letter of Credit Subfacility and
U.S. Availability. If (A) the aggregate amount of the requested Letter of
Credit for the term of such Letter of Credit (including any increases in amount
referenced therein) is less than the Unused Letter of Credit Subfacility, and
(B) the amount of such requested Letter of Credit would not exceed the
U.S. Availability, the Agent shall cause such Letter of Credit Issuer to issue
the requested Letter of Credit on the requested issuance date so long as the
other conditions to such issuance are met.


                    (iii)
No Extensions or Amendment. Except in the case of Letters of Credit
subject to evergreen or automatic renewal provisions, the Agent shall not be
obligated to cause the Letter of Credit Issuer to extend, renew or amend any
Letter of Credit issued pursuant hereto unless the requirements of this Section 2.4
are met as though a new Letter of Credit were being requested and issued.


                    (e)
Payments Pursuant to Letters of Credit. Each U.S. Borrower that is the
account party of any Letter of Credit agrees to reimburse the applicable Letter
of Credit Issuer for any draw under such Letter of Credit within one
(1) Business Day after notice of such drawing is received by such U.S.
Borrower, and to pay the applicable Letter of Credit Issuer the amount of all
other charges and fees payable to such Letter of Credit Issuer in connection
with any Letter of Credit immediately when due, irrespective of any claim,
setoff, defense or other right which any Borrower may have at any time against
such Letter of Credit Issuer or any other Person. Each drawing under any Letter
of Credit issued for the account of any U.S. Borrower shall constitute a request
by such U.S. Borrower to the Agent for a Borrowing of a Base Rate Loan in the
amount of such drawing and, to the extent such Base Rate Loan is made, such
U.S. Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting Base Rate Loan. The Funding Date with respect to such
Borrowing shall be the date of such drawing.


                    (f)
Indemnification; Exoneration; Power of
Attorney. (i) Indemnification.
In addition to amounts payable as elsewhere provided in this Section 2.4,
the Borrowers agree to protect, indemnify, pay and save the applicable
Revolving Credit Lenders, the applicable Letter of Credit Issuer and the Agent
harmless from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable attorneys’ fees)
which any Revolving Credit Lender, such Letter of Credit Issuer or the Agent
may incur or be subject to as a consequence, direct or indirect, of the
issuance of any Letter of Credit, except that the foregoing indemnity shall not
apply to such Letter of Credit Issuer to the extent of the gross negligence or
willful misconduct of such Letter of Credit Issuer. The Borrowers’ obligations
under this Section shall survive payment of all other Obligations and termination
of this Agreement.


60






                    (ii)
Assumption of Risk by the Borrowers. As among the applicable Borrowers,
the applicable Revolving Credit Lenders, the applicable Letter of Credit Issuer
and the Agent, the applicable Borrowers assume all risks of the acts and
omissions of, or misuse of any of the Letters of Credit by, the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation
of the foregoing, the applicable Revolving Credit Lenders, the applicable Letter
of Credit Issuer and the Agent shall not be responsible for: (A) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any Person in connection with the application for and issuance of
and presentation of drafts with respect to any of the Letters of Credit, even
if it should prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (B) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason;
(C) the failure of the beneficiary of any Letter of Credit to comply duly
with conditions set forth in any separate agreement with an Obligor that are
required in order to draw upon such Letter of Credit; (D) errors,
omissions, interruptions, or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise, whether or not they be
in cipher; (E) errors in interpretation of technical terms; (F) any
loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any Letter of Credit or of the proceeds thereof;
(G) the misapplication by the beneficiary of any Letter of Credit of the
proceeds of any drawing under such Letter of Credit; (H) any consequences
arising from causes beyond the control of the applicable Revolving Credit
Lenders, the applicable Letter of Credit Issuer or the Agent, including any act
or omission, whether rightful or wrongful, of any present or future de jure or
de facto Governmental Authority; or (I) the applicable Letter of Credit
Issuer’s honor of a draw for which the draw or any certificate fails to comply
in any material respect with the terms of the Letter of Credit. None of the
foregoing shall affect, impair or prevent the vesting of any rights or powers
of the Agent or any Revolving Credit Lender under this Section 2.4(f).


                    (iii)
Exoneration. Without limiting the foregoing, no action or omission
whatsoever by the Agent, a Letter of Credit Issuer or any Revolving Credit
Lender shall result in any liability of the Agent, such Letter of Credit Issuer
or any Revolving Credit Lender to any Borrower (except as provided in the
immediately succeeding clause (4)), or relieve any Borrower of any of its
obligations hereunder to any such Person.


                    (iv)
Rights Against Letter of Credit Issuer. Nothing contained in this
Agreement is intended to limit the Borrowers’ rights, if any, with respect to
any Letter of Credit Issuer which arise as a result of the letter of credit
application and related documents executed by and between any Borrower and such
Letter of Credit Issuer or the gross negligence or willful misconduct of such
Letter of Credit Issuer.


                    (v)
Account Party. The Borrowers hereby authorize and direct any Letter of
Credit Issuer to name the applicable Borrower as the “Account Party” in the
Letters of Credit and to deliver to the Agent all instruments, documents and
other writings and property received by the applicable Letter of Credit Issuer
pursuant to the Letters of Credit, and to accept and rely upon the Agent’s
instructions and agreements with respect to all matters arising in connection
with the Letters of Credit or the applications therefor.


61






                    (g)
Supporting Letter of Credit. If, notwithstanding the provisions of Section 2.4(b)
and Section 11.1, any Letter of Credit is outstanding upon the
termination of this Agreement, then upon such termination each applicable
Borrower shall (i) deposit with the Agent, for the ratable benefit of the
Agent, the applicable Letter of Credit Issuer and the applicable Revolving Credit
Lenders, with respect to each Letter of Credit then outstanding, a standby
letter of credit (a “Supporting Letter of Credit”) in form and substance
satisfactory to the Agent, issued by an issuer satisfactory to the Agent, in an
amount equal to 102% (or such lesser amount as the Agent and such Letter of
Credit Issuer shall agree) of the sum of the greatest amount for which such
Letter of Credit may be drawn plus any fees and expenses then due with such
Letter of Credit, under which Supporting Letter of Credit the Agent is entitled
to draw amounts necessary to reimburse the Agent, such Letter of Credit Issuer
and the applicable Revolving Credit Lenders for payments to be made by the
Agent, such Letter of Credit Issuer and such Revolving Credit Lenders under
such Letter of Credit and any fees and expenses then due or to become due with
such Letter of Credit, or (ii) cash collateralize each Letter of Credit
then outstanding, in an amount equal to 102% (or such lesser amount as the
Agent and such Letter of Credit Issuer shall agree) of the sum of the greatest
amount for which such Letter of Credit may be drawn plus any fees and expenses
then due with such Letter of Credit, in a manner reasonably satisfactory to the
Agent. Such Supporting Letter of Credit or cash collateral shall be held by the
Agent, for the ratable benefit of the Agent, the applicable Letter of Credit
Issuer and the Revolving Credit Lenders, as security for, and to provide for
the payment of, the aggregate undrawn amount of such Letters of Credit
remaining outstanding.


          2.5
U.S. Loan Administration.


                    (a)
Procedure for Borrowing. (i) Each Borrowing by the U.S. Borrowers
shall be made upon the Borrowers’ Agent’s irrevocable written notice delivered
to the Agent in the form of a notice of borrowing substantially in the form of Exhibit
B-1 (“U.S. Notice of Borrowing”), which must be received by the
Agent prior to (i) 11:00 a.m. (New York City time) two (2) Business
Days prior to the requested Funding Date, in the case of LIBOR Loans,
(ii) 1:00 p.m. (New York City time) one (1) Business Day prior to the
requested Funding Date, in the case of Base Rate Loans and (iii) 1:00 p.m.
(New York City time) on the Funding Date, in the case of U.S. Swingline Loans,
specifying:


          (A)
whether such Borrowing is to be a LIBOR Borrowing or a Base Rate Borrowing (and
if not specified, it shall be deemed a request for a Base Rate Borrowing);


          (B)
the amount of the Borrowing, which (x) in the case of a LIBOR Loan, must equal or
exceed $5,000,000 (and increments of $1,000,000 in excess of such amount) and
(y) in the case of a Base Rate Loan, must equal or exceed $1,000,000 (and
increments of $1,000,000 in excess of such amount);


          (C)
the requested Funding Date, which must be a Business Day;


          (D)
in the case of a request for LIBOR Loans, the duration of the initial Interest
Period to be applicable thereto (and if not specified, it shall be deemed a
request for an Interest Period of one month); and


          (E)
the identity of the U.S. Borrower.


62






                    (ii)
In lieu of delivering a U.S. Notice of Borrowing, the Borrowers’ Agent may give
the Agent telephonic notice of such request for advances on or before the
deadline set forth above. The Agent at all times shall be entitled to rely on
such telephonic notice in making such Loans, regardless of whether any written
confirmation is received.


                    (iii)
At the election of the Agent or the Required Lenders, the U.S. Borrowers shall
have no right to request a LIBOR Loan while a Default or Event of Default has
occurred and is continuing.


                    (b)
Reliance upon Authority. Prior to the Closing Date, the U.S. Borrowers
shall deliver to the Agent a notice setting forth the account of the U.S.
Borrowers (the “U.S. Designated Account”) to which the Agent is
authorized to transfer the proceeds of the Loans requested hereunder unless
otherwise directed in writing by the Borrowers’ Agent. The Borrowers’ Agent may
designate a replacement account from time to time by written notice to the
Agent. The Agent is entitled to rely conclusively on any Person’s request for
U.S. Revolving Loans on behalf of any U.S. Borrower, so long as the proceeds
thereof are to be transferred to the U.S. Designated Account or to another
account designated by the Borrowers’ Agent in writing. The Agent has no duty to
verify the identity of any individual representing himself or herself as a
person authorized by any U.S. Borrower to make such requests on its behalf.


                    (c)
No Liability. The Agent shall not incur any liability to any U.S.
Borrower as a result of acting upon any notice referred to in Section 2.5(a)
or (b), which the Agent believes in good faith to have been given by an
officer or other person duly authorized by any U.S. Borrower to request Loans
on its behalf. The crediting of Loans to the U.S. Designated Account
conclusively establishes the obligation of the U.S. Borrowers to repay such
Loans as provided herein.


                    (d)
Notice Irrevocable. Any U.S. Notice of Borrowing (or telephonic notice
in lieu thereof) made pursuant to Section 2.5(a) shall be
irrevocable. The U.S. Borrowers shall be bound to borrow the funds requested
therein in accordance therewith.


                    (e)
Agent’s Election. Promptly after receipt of a U.S. Notice of Borrowing
(or telephonic notice in lieu thereof) for a Base Rate Revolving Loan, the
Agent shall elect to have the terms of Section 2.5(f) or the terms
of Section 2.5(g) apply to such requested Borrowing. If the U.S.
Bank declines in its sole discretion to make a U.S. Swingline Loan pursuant to Section 2.5(g)
or if the condition in Section 2.5(g)(i)(C) is not satisfied, the
terms of Section 2.5(f) shall apply to the requested Borrowing.


                    (f)
Making of U.S. Revolving Loans. If the Agent elects to have the terms of
this Section 2.5(f) apply to a requested U.S. Revolving Credit
Borrowing of a Base Rate Loan or if the Agent receives a U.S. Notice of
Borrowing (or telephonic notice in lieu thereof) for a LIBOR Loan, then,
promptly after receipt of the U.S. Notice of Borrowing or telephonic notice in
lieu thereof with respect to such U.S. Revolving Credit Base Rate Loan or U.S.
Revolving Credit LIBOR Loan, the Agent shall notify the U.S. Lenders by
telecopy, telephone or e-mail of the requested Borrowing. Each U.S. Lender
shall transfer its Pro Rata Share of the requested Borrowing to the Agent in
immediately available funds, to the account from time to time designated by
Agent, not later than 1:00 p.m. (New York City time) on the applicable
Funding Date. After the Agent’s receipt of all such amounts from the U.S.
Lenders, the Agent shall make the aggregate of such amounts available to the
applicable U.S. Borrower on the applicable Funding Date by transferring same
day funds to the account(s) designated by the Borrowers’ Agent; provided,
however, that the amount of U.S. Revolving Loans so made on any date
shall not exceed the U.S. Availability on such date.


63






                    (g)
Making of U.S. Swingline Loans. (i) If the Agent elects, with the
consent of the U.S. Bank, to have the terms of this Section 2.5(g)
apply to a requested U.S. Revolving Credit Borrowing of a Base Rate Loan, the
U.S. Bank shall make a U.S. Revolving Loan in the amount of that Borrowing
available to the U.S. Borrowers on the applicable Funding Date by transferring
same day funds to the Designated Account or such other account(s) as may be
designated by the Borrowers’ Agent in writing. Each U.S. Revolving Loan made
solely by the U.S. Bank pursuant to this Section is herein referred to as
a “U.S. Swingline Loan”, and such Revolving Loans are collectively
referred to as the “U.S. Swingline Loans.” Each U.S. Swingline Loan
shall be subject to all the terms and conditions applicable to other U.S.
Revolving Loans except that all payments thereon (including interest) shall be
payable to the U.S. Bank solely for its own account. The Agent shall not
request the U.S. Bank to make any U.S. Swingline Loan if (A) the Agent has
received written notice from any U.S. Lender that one or more of the applicable
conditions precedent set forth in Article IX will not be satisfied
on the requested Funding Date for the applicable Borrowing, (B) the
requested Borrowing would exceed U.S. Availability on that Funding Date (as
determined by the Agent), or (C) such U.S. Swingline Loan would cause the
aggregate outstanding principal balance of all U.S. Swingline Loans to exceed
$75,000,000 (the “U.S. Swingline Sublimit”).


                    (ii)
The U.S. Swingline Loans shall be secured by the U.S. Agent’s Liens in and to
the Collateral and shall constitute Loans and U.S. Obligations hereunder.


                    (h)
U.S. Agent Advances. (i)
Subject to the limitations set forth below, the Agent is authorized by the U.S.
Borrowers and the Lenders, from time to time in the Agent’s sole discretion,
upon notice to the U.S. Lenders, (A) after the occurrence of a Default or
an Event of Default, or (B) at any time that any of the other conditions
precedent set forth in Article IX have not been satisfied, to make
Base Rate Loans to the U.S. Borrowers on behalf of the U.S. Lenders in an
aggregate principal amount outstanding at any time not to exceed $75,000,000 minus
the aggregate principal amount of Canadian Agent Advances outstanding at such
time (provided that the making of any such Loan does not cause the
Aggregate U.S. Revolver Outstandings to exceed the Maximum U.S. Revolver
Amount) which the Agent, in its good faith judgment, deems necessary or
desirable (1) to preserve or protect the Collateral, or any portion
thereof, (2) to enhance the likelihood of, or maximize the amount of,
repayment of the Loans and other U.S. Obligations (including through Base Rate
Loans for the purpose of enabling the U.S. Borrowers to meet their payroll and
associated Tax obligations), and/or (3) to pay any other amount chargeable
to the U.S. Borrowers pursuant to the terms of this Agreement, including costs,
fees and expenses as described in Section 14.7 (any of such
advances are herein referred to as “U.S. Agent Advances”); provided,
that with respect to U.S. Agent Advances that exceed U.S. Availability, (x)
such U.S. Agent Advances shall not be outstanding for more than 30 consecutive
days and (y) the aggregate outstanding principal amount thereof shall not at
any time exceed $50,000,000 minus the aggregate principal amount of
Canadian Agent Advances outstanding at such time; provided, further,
that the Required Lenders may at any time revoke the Agent’s authorization to
make U.S. Agent Advances. Any such revocation must be in writing and shall
become effective prospectively upon the Agent’s receipt thereof.


64






                    (ii)
The U.S. Agent Advances shall be secured by the U.S. Agent’s Liens in and to the
Collateral and shall constitute Base Rate Loans and U.S. Obligations hereunder.


          2.6
Canadian Revolving Loan Administration.


                    (a)
Procedure for Borrowing. (i)
Each Borrowing by any Canadian Borrower shall be made upon the Borrowers’
Agent’s irrevocable written notice delivered to the Agent in the form of a
notice of borrowing substantially in the form of Exhibit B-2 (“Canadian
Notice of Borrowing”), which must be received by the Agent prior to
(i) 12:00 noon (New York City time) three (3) Business Days prior to
the requested Funding Date, in the case of BA Equivalent Loans (other than any
BA Equivalent Loans requested to be made on the Agreement Date), and
(ii) 12:00 noon (New York City time) one (1) Business Day prior to
the requested Funding Date, in the case of Canadian Prime Rate Loans and
(iii) 12:00 noon (New York City time) on the Funding Date, in the
case of Canadian Swingline Loans, specifying:


          (A)
whether the Loans requested are to be Canadian Prime Rate Loans or BA
Equivalent Loans (and if not specified, it shall be deemed a request for a
Canadian Prime Rate Loan) and to which Canadian Borrower such Loans shall be
made;


          (B)
the amount of the Borrowing, which (x) in the case of a BA Equivalent Loan,
must equal or exceed Cdn$5,000,000 (and increments of Cdn$1,000,000 in excess
of such amount) and (y) in the case of a Canadian Prime Rate Loan, must equal
or exceed Cdn$1,000,000 (and increments of Cdn$1,000,000 in excess of such
amount);


          (C)
the requested Funding Date, which must be a Business Day; and


          (D)
in the case of a request for BA Equivalent Loans, the duration of the initial
BA Equivalent Interest Period to be applicable thereto (and if not specified,
it shall be deemed a request for a BA Equivalent Interest Period of one month).


                    (ii)
In lieu of delivering a Canadian Notice of Borrowing, the Borrowers’ Agent may
give the Agent telephonic notice of such request for advances on or before the
deadline set forth above. The Agent at all times shall be entitled to rely on
such telephonic notice in making such Loans, regardless of whether any written
confirmation is received.


                    (iii)
At the election of the Agent or the Required Lenders, neither the Canadian
Borrowers nor the Borrowers’ Agent shall have any right to request a BA
Equivalent Loan while a Default or Event of Default has occurred and is
continuing.


65






                    (b)
BA Equivalent Interest Period. At the time the Borrowers’ Agent on
behalf of any Canadian Borrower gives a Canadian Notice of Borrowing or Notice
of Continuation/Conversion in respect of the making of, or conversion into or
continuation as, BA Equivalent Loans in accordance with Section 3.2,
such Borrower shall have the right to elect by causing the Borrowers’ Agent to
give the Agent written notice (or telephonic notice promptly confirmed in
writing) the BA Equivalent Interest Period applicable to such Borrowing, which
BA Equivalent Interest Period shall, at the option of such Borrower, be a one,
two, three, six or (if available from all the Lenders making such Loans as
determined by such Lenders in good faith) a nine or twelve month period.


                    Notwithstanding
anything to the contrary contained above:


          (i)
the initial BA Equivalent Interest Period for any Borrowing of BA Equivalent
Loans shall commence on the date of such Borrowing (including the date of any
conversion from a Borrowing of Canadian Prime Rate Loans, as applicable) and
each BA Equivalent Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding BA Equivalent
Interest Period expires;


          (ii)
if any BA Equivalent Interest Period relating to a Borrowing of BA Equivalent
Loan begins on the last Business Day of a calendar month or begins on a day for
which there is no numerically corresponding day in the calendar month at the
end of such BA Equivalent Interest Period, such Equivalent Interest Period
shall end on the last Business Day of the calendar month at the end of such BA
Equivalent Interest Period;


          (iii)
if any BA Equivalent Interest Period would otherwise expire on a day that is
not a Business Day, such BA Equivalent Interest Period shall expire on the next
succeeding Business Day, provided that if any BA Equivalent Interest
Period in respect of a BA Equivalent Loan would otherwise expire on a day that
is not a Business Day but is a day of the month after which no further Business
Day occurs in such month, such BA Equivalent Interest Period shall expire on
the next preceding Business Day; and


          (iv)
neither the Canadian Borrowers nor the Borrowers’ Agent shall be entitled to
elect any BA Equivalent Interest Period in respect of any BA Equivalent Loan if
such BA Equivalent Interest Period would extend beyond the Stated Termination
Date.


                    (c)
Reliance upon Authority. Prior to the Closing Date, each Canadian
Borrower shall cause the Borrowers’ Agent to deliver to the Agent a notice
setting forth the respective account or accounts of such Canadian Borrower
(each, a “Canadian Designated Account”) to which the Agent is authorized
to transfer the proceeds of the Loans requested hereunder unless otherwise
directed in writing by the Borrowers’ Agent. The Borrowers’ Agent may designate
a replacement account from time to time by written notice to the Agent. The
Agent is entitled to rely conclusively on any Person’s request for Canadian
Revolving Loans on behalf of any Canadian Borrower so long as the proceeds
thereof are to be transferred to any Canadian Designated Account or to another
account designated by the Borrowers’ Agent in writing. The Agent has no duty to
verify the identity of any individual representing himself or herself as a
person authorized by the Canadian Borrowers to make such requests on its
behalf.


66






                    (d)
No Liability. The Agent shall not incur any liability to any Borrower as
a result of acting upon any notice referred to in Section 2.6(a) or (b),
which the Agent believes in good faith to have been given by an officer or
other person duly authorized by the Borrowers’ Agent to request Loans on the
behalf of such Canadian Borrower. The crediting of Loans to a Canadian
Designated Account conclusively establishes the obligation of the applicable
Canadian Borrower to repay such Loans as provided herein.


                    (e)
Notice Irrevocable. Any Canadian Notice of Borrowing (or telephonic
notice in lieu thereof) made pursuant to Section 2.6(a) shall be
irrevocable. The Canadian Borrowers shall be bound to borrow the funds
requested therein in accordance therewith.


                    (f)
Agent’s Election. Promptly after receipt of a Canadian Notice of
Borrowing (or telephonic notice in lieu thereof) for a Canadian Revolving Loan
that is a Canadian Prime Rate Loan, the Agent shall elect to have the terms of Section 2.6(g)
or the terms of Section 2.6(h) apply to such requested Borrowing.
If the Canadian Bank declines in its sole discretion to make a Canadian
Swingline Loan pursuant to Section 2.6(h) or if the condition in Section 2.6(h)(i)(C)
is not satisfied, the terms of Section 2.6(g) shall apply to the
requested Borrowing.


                    (g)
Making of Canadian Revolving Loans. If the Agent elects to have the terms of
this Section 2.6(g) apply to a requested Canadian Revolving Credit
Borrowing of a Canadian Prime Rate Loan, or if the Agent receives a Canadian
Notice of Borrowing (or telephonic notice in lieu thereof, which shall be
immediately confirmed in writing upon request of the Agent or the Canadian
Bank) for a Canadian Revolving Loan that is a BA Equivalent Loan, then,
promptly after receipt of the Canadian Notice of Borrowing or telephonic notice
in lieu thereof with respect to such Canadian Revolving Loan that is a Canadian
Prime Rate Loan or BA Equivalent Loan, the Agent shall notify the Canadian
Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each
Canadian Lender shall transfer its Pro Rata Share of the requested Borrowing to
the Agent in immediately available funds, to the account from time to time
designated by Agent, not later than 1:00 p.m. (Toronto time) on the
applicable Funding Date. After the Agent’s receipt of all such amounts from the
Canadian Lenders, the Agent shall make the aggregate of such amounts available
to the applicable Canadian Borrower on the applicable Funding Date by
transferring same day funds to the account(s) designated by the Borrowers’
Agent; provided, however, that the amount of Canadian Revolving
Loans so made on any date shall not exceed the Canadian Availability on such
date.


                    (h)
Making of Canadian Swingline Loans. (i) If the Agent elects, with the
consent of the Canadian Bank, to have the terms of this Section 2.6(h)
apply to a requested Canadian Revolving Credit Borrowing of a Canadian Prime
Rate Loan, the Canadian Bank shall make a Canadian Revolving Loan in the amount
of that Borrowing available to the applicable Canadian Borrower on the
applicable Funding Date by transferring same day funds to the applicable
Canadian Designated Account or such other account(s) as may be designated by
the Borrowers’ Agent in writing. Each Canadian Revolving Loan made solely by
the Canadian Bank pursuant to this Section is herein referred to as a “Canadian
Swingline Loan”, and such Canadian Revolving Loans are collectively
referred to as the “Canadian Swingline Loans.” Each Canadian Swingline
Loan shall be subject to all the terms and conditions applicable to other
Canadian Revolving Loans except that all payments thereon (including interest)
shall be payable to the Canadian Bank solely for its own account. The Agent
shall not request the Canadian Bank to make any Canadian Swingline Loan if (A) the
Agent has received written notice from any Lender that one or more of the
applicable conditions precedent set forth in Article IX will not be
satisfied on the requested Funding Date for the applicable Borrowing,
(B) the requested Borrowing would exceed Canadian Availability on that
Funding Date (as determined by the Agent), or (C) such Canadian Swingline
Loan would cause the aggregate outstanding principal balance of all Canadian
Swingline Loans to exceed $20,000,000 (the “Canadian Swingline Sublimit”).


67






                    (ii)
The Canadian Swingline Loans shall be secured by the Agent’s Liens in and to
the Collateral and shall constitute Loans and Canadian Obligations hereunder.


                    (i)
Canadian Agent Advances. (i) Subject to the limitations set forth
below, the Agent is authorized by the Canadian Borrowers and the Lenders, from
time to time in the Agent’s sole discretion, upon notice to the Canadian
Lenders, (A) after the occurrence of a Default or an Event of Default, or
(B) at any time that any of the other conditions precedent set forth in Article IX
have not been satisfied, to make Canadian Prime Rate Loans to the Canadian
Borrowers on behalf of the Lenders in an aggregate principal amount outstanding
at any time not to exceed the lesser of (x) 10% of the Maximum Canadian
Revolver Amount and (y) $75,000,000 minus the aggregate principal amount
of U.S. Agent Advances outstanding at such time (provided that the
making of any such Loan does not cause the Aggregate Canadian Revolver Outstandings
to exceed the Maximum Canadian Revolver Amount) which the Agent, in its good
faith judgment, deems necessary or desirable (1) to preserve or protect
the Canadian Collateral, or any portion thereof, (2) to enhance the
likelihood of, or maximize the amount of, repayment of the Loans and other
Obligations (including through Base Rate Loans for the purpose of enabling any
Canadian Borrower to meet its payroll and associated Tax obligations), and/or
(3) to pay any other amount chargeable to any Canadian Borrower pursuant
to the terms of this Agreement, including costs, fees and expenses as described
in Section 14.7 (any of such advances are herein referred to as “Canadian
Agent Advances”); provided, that with respect to Canadian Agent
Advances that exceed Availability, (x) such Canadian Agent Advances shall not
be outstanding for more than 30 consecutive days and (y) the aggregate
outstanding principal amount thereof shall not at any time exceed $50,000,000 minus
the aggregate principal amount of U.S. Agent Advances outstanding at such time;
provided, further, that the Required Lenders may at any time
revoke the Agent’s authorization to make Canadian Agent Advances. Any such
revocation must be in writing and shall become effective prospectively upon the
Agent’s receipt thereof.


                    (ii)
The Agent Advances shall be secured by the Agent’s Liens in and to the
Collateral and shall constitute Canadian Prime Rate Loans and Canadian
Obligations hereunder.


68






          2.7
Reserves; Bank Products. 


                    (a)
The Agent may establish Reserves or change any of the Reserves, in the exercise
of its Reasonable Credit Judgment, provided that such Reserves shall not be
established or changed except upon not less than five (5) Business Days’ notice
to the Borrowers (unless an Event of Default exists in which event no notice
shall be required). The Agent will be available during such period to discuss
any such proposed Reserve or change with the Borrowers and without limiting the
right of the Agent to establish or change such Reserves in the Agent’s
Reasonable Credit Judgment, the Borrowers may take such action as may be
required so that the event, condition or matter that is the basis for such
Reserve no longer exists, in a manner and to the extent reasonably satisfactory
to the Agent. The amount of any Reserve established by the Agent shall have a
reasonable relationship as determined by the Agent in its Reasonable Credit
Judgment to the event, condition or other matter that is the basis for the
Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not
be established to the extent that such Reserve would be duplicative of any
specific item excluded as ineligible in the definitions of Eligible Merchandise
and Consumables Inventory or Eligible Rental Equipment, but the Agent shall
retain the right, subject to the requirements of this paragraph, to establish
Reserves with respect to prospective changes in eligible Collateral that are
likely to occur.



                    (b)
The Borrowers may request and the Agent and/or one or more Lenders may, in
their sole and absolute discretion, arrange for the Borrowers to obtain, Bank
Products, although the Borrowers are not required to do so. If Bank Products
are provided by an Affiliate of the Agent or a Lender, the Borrowers agree to
indemnify and hold the Agent or such Lender, as the case may be, harmless from
any and all costs and obligations now or hereafter incurred by the Agent or
such Lender which arise from any indemnity given by the Agent or such Lender to
its respective Affiliates related to such Bank Products; provided, however,
nothing contained herein is intended to limit the Borrowers’ rights, if any,
with respect to the Agent, any Lender or their respective Affiliates, which
arise as a result of the execution of documents by and between the Borrowers
and the Agent, such Lender or their respective Affiliates which relate to Bank
Products. The agreement contained in this Section 2.7 shall survive
payment of the Obligations and termination of this Agreement. The Borrowers
acknowledge and agree that the obtaining of Bank Products from the Agent, any
Lender or any of their respective Affiliates (a) is in the sole and
absolute discretion of the Agent, such Lender or such Affiliates, and (b) is
subject to all rules and regulations of the Agent, such Lender or such
Affiliates.


69






          2.8
Increase of Commitments; Additional Lenders.


                    (a)
Increase of Commitments. (i) The Borrowers’ Agent, on behalf of
the U.S. Borrowers, may request the right on one or more occasions to
effectuate an increase of the U.S. Revolving Credit Commitments (any such
increase, a “Commitment Increase”), in an aggregate amount of up to
$250,000,000 for all such Commitment Increases (the “Commitment Increase Cap”)
during the term of this Agreement by delivering a notice of the requested
Commitment Increase to the Agent in a form reasonably acceptable to the Agent
(a “Notice of Requested Commitment Increase”), provided that, in
each case: (a) no Commitment Increase may be in an amount less than
$20,000,000, (b) the proposed Commitment Increase shall have been
consented to in writing by (i) each U.S. Lender (if any) who is increasing its
U.S. Revolving Credit Commitment and/or (ii) any other bank or financial
institution acceptable to the Borrowers’ Agent, the Agent, the Letter of Credit
Issuer and the U.S. Swingline Lender that has agreed to become a Lender in
respect of all or a portion of the Commitment Increase (a “New Lender”),
(c) the proposed Commitment Increase, together with any prior Commitment
Increase, shall not exceed the Commitment Increase Cap, (d) no Default or Event
of Default shall exist both before and after giving effect to the Commitment
Increase, (e) all fees and expenses owing to the Agent or the Lenders in
respect of the Commitment Increase shall have been paid and (f) on or prior to
the date of the Commitment Increase, each New Lender shall make a
representation and warranty to the Agent whether it has an Eligible Canadian
Affiliate, and (i) if it has an Eligible Canadian Affiliate, on the
date of the Commitment Increase, the Eligible Canadian Affiliate of such New
Lender shall be assigned (and if required under Section 2.8(b)(ii), the
Eligible Canadian Affiliate of such New Lender shall agree to be a Canadian
Funding Bank), and all other applicable Canadian Lenders shall assign to the
Eligible Canadian Affiliate of such New Lender, a Canadian Revolving Credit
Commitment such that after giving effect to each such assignment on the date of
the Commitment Increase, the Canadian Revolving Credit Commitments shall be
allocated among the Canadian Lenders ratably based on the respective U.S.
Revolving Credit Commitments of the U.S. Lenders to which the Canadian Lenders
are related; provided that the aggregate amount of the Canadian
Revolving Credit Commitments shall not be changed solely as a result of a
Commitment Increase, or (ii) if it does not have an Eligible Canadian
Affiliate, on the date of the Commitment Increase, such New Lender shall
purchase and be deemed to purchase from the Canadian Funding Banks a Canadian
Loan Participation in the Canadian Revolving Loans outstanding on such date,
and the amount of Canadian Loan Participations held or deemed held by other
applicable Lenders shall be reduced such that after giving effect to each such
purchase on such date, the Canadian Loan Participations shall be held by the
U.S. Lenders that do not have a related Canadian Lender ratably based on their
respective U.S. Revolving Credit Commitments. The Notice of Requested
Commitment Increase shall specify: (i) the amount of the requested
increase in U.S. Revolving Credit Commitments and (ii) the requested date
of the increase in the U.S. Revolving Credit Commitments (which shall be at
least 15 days from the date of delivery of the Notice of Requested Commitment
Increase). Each Notice of Requested Commitment Increase shall be binding on all
U.S. Borrowers. Upon the effective date of any such Commitment Increase,
Borrowers’ Agent shall deliver to the Agent a certificate of the chief
financial officer of Borrowers’ Agent certifying that no Event of Default then
exists or would be caused thereby. Upon the effective date of any Commitment
Increase, the Agent shall have received amendments to this Agreement and the
other Loan Documents, Incremental Assumption Agreements for each Lender or New
Lender committing to such Commitment Increase, and, if requested, opinion
letters and such other agreements, documents and instruments reasonably
requested by and reasonably satisfactory to the Agent in its reasonable
discretion evidencing and setting forth the conditions of the Commitment
Increase. Upon the effective date of any Commitment Increase, the Maximum
Revolver Amount and the Maximum U.S. Revolver Amount shall be automatically
increased by the Commitment Increase.


                    (ii)
The Agent shall deliver a copy of each Notice of Requested Commitment Increase
to each U.S. Lender. No Lender (or any successor thereto) shall have any
obligation to increase any of its Commitments or its other obligations under
this Agreement or the other Loan Documents, and any decision by a Lender to
increase any of its Commitments shall be made in its sole discretion
independently from any other Lender; provided that Commitment Increases
may only be provided by New Lenders to the extent such applicable Commitment
Increases are not provided by the applicable Lenders. If the Agent receives
commitments from Lenders or New Lenders equal to or in excess of the amount of
the Commitment Increase requested (the amount of such requested commitments,
the “Requested Commitment Increase”), the Agent shall have the right, in
its sole discretion but with the consent of the Borrowers’ Agent, to reduce and
reallocate (within the minimum and maximum amounts specified by each such
Lender or New Lender in its notice to the Agent) the shares of the Commitment
Increases of the Lenders or New Lenders willing to fund such Commitment
Increase so that the total committed Commitment Increases equals the Requested
Commitment Increase. The Agent shall notify each Lender or New Lender whether
its Commitment Increase commitment has been accepted and, if so, the amount of
its Commitment Increase, and such Lender shall thereafter execute and deliver
an Incremental Assumption Agreement with respect to its respective Commitment
Increase.


70






                    (iii)
Notwithstanding anything to the contrary contained herein, each Commitment
Increase meeting the conditions set forth in Section 2.8(a) above shall
not require the consent of any Lender other than those Lenders, if any, which
have agreed to increase their Commitments in connection with such proposed
Commitment Increase and shall not constitute an amendment, modification or
waiver subject to Section 12.1 and shall be effective as of the
later of (A) the date specified in the Borrowers’ Agent’s Notice of
Requested Commitment Increase and (B) the date upon which the foregoing
conditions shall have been satisfied or waived by the Agent and the Lenders
which have agreed to increase their Commitments, or by the requisite Lenders in
accordance with Section 12.1 in the case of a waiver of an Event of
Default, as applicable.


                    (b)
Effect of Commitment Increase. (i) After giving effect to any
Commitment Increase, the outstanding U.S. Revolving Loans may not be held pro
rata in accordance with the new U.S. Revolving Credit Commitments. In order to
remedy the foregoing, on the effective date of the applicable Commitment
Increase, the U.S. Lenders (including, without limitation, any New Lenders)
shall make advances among themselves so that after giving effect thereto the
U.S. Revolving Loans will be held by the U.S. Lenders (including, without
limitation, any New Lenders) on a pro rata basis in accordance with such U.S.
Lenders’ Pro Rata Share (after giving effect to the applicable Commitment
Increase) and, in such event, the U.S. Borrowers shall pay to the applicable
U.S. Lenders any amounts payable in respect thereof in accordance with Section 5.4
(with any reduction in U.S. Revolving Loans of any U.S. Lender pursuant to this
Section 2.8(c) being deemed a prepayment for purposes of Section 5.4).
Each U.S. Lender agrees to wire immediately available funds to the Agent in
accordance with this Agreement as may be required by the Agent in connection
with the foregoing. Notwithstanding the provisions of Section 12.2,
the advances so made by each U.S. Lender whose Pro Rata Share has increased
shall be deemed to be a purchase of a corresponding amount of the U.S.
Revolving Loans of the U.S. Lender or U.S. Lenders whose Pro Rata Share have
decreased and shall not be considered an assignment for purposes of Section 12.1.


                    (ii)
After giving effect to any Commitment Increase, the outstanding Canadian
Revolving Credit Commitments may not be held pro rata in accordance with the
new U.S. Revolving Credit Commitments of the U.S. Lenders to which the Canadian
Lenders are related. In order to remedy the foregoing, on the effective date of
the applicable Commitment Increase, subject to Section 2.8(a)(i)(f), the
Canadian Revolving Credit Commitments shall be reallocated among the Canadian
Lenders based on the respective new U.S. Revolving Credit Commitments of the
U.S. Lenders to which the Canadian Lenders are related. The Canadian Lenders
related to the U.S. Lenders (including, without limitation, the Canadian
Lenders that are related to any New Lenders) shall make advances among
themselves so that after giving effect thereto the Canadian Revolving Loans
will be held by the Canadian Lenders (including, without limitation, the
Canadian Lenders that are related any New Lenders) on a pro rata basis in
accordance with Pro Rata Share of the U.S. Lenders that are related to such
Canadian Lenders (after giving effect to the applicable Commitment Increase)
and, in such event, the Canadian Borrowers shall pay to the applicable Canadian
Lenders any amounts payable in respect thereof in accordance with Section 5.4.
Each Canadian Lender agrees to wire immediately available funds to the Agent in
accordance with this Agreement as may be required by the Agent in connection
with the foregoing. In the event any portion of any Canadian Revolving Loans
assigned pursuant to this clause (ii) is subject to Canadian Loan Participations,
or any portion of any Canadian Revolving Credit Commitment assigned pursuant to
this clause (ii) that if funded, would be subject to Canadian Loan
Participations, the assignee shall agree to act as a Canadian Funding Bank in
respect of the Canadian Revolving Loans and Canadian Revolving Credit
Commitment being assigned to it and to assume from the assignor a corresponding
Canadian Funding Percentage such that the aggregate Canadian Funding
Percentages of all Canadian Funding Banks shall remain 100% at all times. 


71






          2.9
Canadian Revolver Adjustments.


                    (a)
The Borrowers may, by written notice to the Agent, request that the Agent and
the Lenders increase or decrease the Maximum Canadian Revolver Amount (a “Canadian
Revolver Adjustment”), which request shall be granted if each of the
following conditions are satisfied: (i) only one Canadian Revolver Adjustment
(excluding any Canadian Revolver Adjustment made pursuant to Section 4.15(a))
may be made in any calendar month, (ii) the written request for a Canadian
Revolver Adjustment must be received by the Agent at least three (3) Business
Days prior to the requested date (which shall be a Business Day) of the
effectiveness of such Canadian Revolver Adjustment (such date of effectiveness,
the “Canadian Revolver Adjustment Date”), (iii) any increase in the
Maximum Canadian Revolver Amount shall result in a Dollar-for-Dollar decrease
in the Maximum U.S. Revolver Amount, and vice-versa for any decrease in the
Maximum Canadian Revolver Amount, (iv) the Maximum Canadian Revolver Amount
shall at no time exceed $250,000,000 or such lesser amount as shall be
requested by the Borrowers’ Agent pursuant to clause (E) in the proviso
to Section 12.1(a) (or the Equivalent Amount thereof in Cdn. Dollars),
(v) no decrease of the Maximum Canadian Revolver Amount shall be permitted if,
after giving effect thereto and to any prepayments of the Canadian Revolving
Loans on the effective date thereof, the Aggregate Canadian Revolver
Outstandings would exceed the lesser of (A) the sum of the Canadian Borrowing
Base and the U.S. Availability then in effect and (B) the Maximum Canadian
Revolver Amount as so reduced and (vi) no increase in the Maximum Canadian
Revolver Amount shall be permitted if, after giving effect thereto and to any
prepayments of the U.S. Revolving Loans on the effective date thereof, the
Aggregate U.S. Revolver Outstandings would exceed the lesser of (A) the U.S.
Borrowing Base then in effect and (B) the Maximum U.S. Revolver Amount (after
giving effect thereto). Any such Canadian Revolver Adjustment shall be in an
amount equal to $5,000,000 (or the Equivalent Amount thereof in Cdn. Dollars)
or a multiple of $1,000,000 (or the Equivalent Amount thereof in Cdn. Dollars)
in excess thereof and shall concurrently increase or reduce, as applicable, (1)
the aggregate U.S. Revolving Credit Commitments then in effect pro rata among
the Lenders and (2) the aggregate Canadian Revolving Credit Commitments then in
effect pro rata among the Lenders. After giving effect to any Canadian Revolver
Adjustment, the Canadian Revolving Credit Commitment of each Canadian Lender
(and the percentage of each Canadian Revolving Loan that each Participating
Lender must purchase a Canadian Loan Participation in) shall be equal to such
Canadian Lender’s (or Participating Lender’s) Pro Rata Share of the amount of
the Maximum Canadian Revolver Amount, except that each Canadian Funding Bank
will have a Canadian Revolving Credit Commitment equal to its Pro Rata Share of
the amount of the Maximum Canadian Revolver Amount (after giving effect to such
Canadian Revolver Adjustment), including its Canadian Funding Percentage of the
aggregate Pro Rata Shares of the Participating Lenders in the amount of the
Maximum Canadian Revolver Amount (after giving effect to such Canadian Revolver
Adjustment).


72






                    (b)
The Agent shall promptly inform the Lenders of any request for a Canadian
Revolver Adjustment made by the Borrowers. If the conditions set forth in clause
(a) above are not satisfied on the applicable Canadian Revolver Adjustment Date
(or, to the extent such conditions relate to an earlier date, such earlier
date), the Agent shall notify the Borrower’s Agent on behalf of the Borrowers
in writing that the requested Canadian Revolver Adjustment will not be
effectuated. On each Canadian Revolver Adjustment Date, the Agent shall notify
the Lenders and the Borrower’s Agent on behalf of the Borrowers, on or before
3:00 p.m. (New York time), by telecopier, e-mail or telex, of the occurrence of
the Canadian Revolver Adjustment to be effected on such Canadian Revolver
Adjustment Date, the amount of U.S. Revolving Loans held by each U.S. Lender as
a result thereof, the amount of the U.S. Revolving Credit Commitment of each
U.S. Lender, the amount of Canadian Revolving Loans held by each Canadian
Lender as a result thereof, the amount of the Canadian Revolving Credit
Commitment of each Canadian Lender (and the percentage of each Canadian
Revolving Loan that each Participating Lender must purchase a Canadian Loan
Participation in) as a result thereof.


          2.10
Specified Loan Administration.


                    (a)
Procedure for Borrowing. (i) Each Borrowing by the Specified Loan
Borrower shall be made upon the Borrowers’ Agent’s irrevocable written notice
delivered to the Agent in the form of a notice of borrowing substantially in
the form of Exhibit B-3 (“Specified Loan Notice of Borrowing”),
which must be received by the Agent prior to 12:00 noon (New York City time)
three (3) Business Days prior to the requested Funding Date, specifying:


          (A)
the amount of the Borrowing, which must equal or exceed Cdn$1,000,000 (or the
Equivalent Amount hereof) (and increments of Cdn$1,000,000 (or the Equivalent
Amount hereof) in excess of such amount;


          (B)
the requested Funding Date, which must be a Business Day; and


          (C)
the duration of the initial BA Equivalent Interest Period to be applicable
thereto (and if not specified, it shall be deemed a request for a BA Equivalent
Interest Period of one month).


                    (ii)
In lieu of delivering a Specified Loan Notice of Borrowing, the Borrowers’
Agent may give the Agent telephonic notice of such request for advances on or
before the deadline set forth above. The Agent at all times shall be entitled
to rely on such telephonic notice in making such Loans, regardless of whether
any written confirmation is received.


                    (iii)
Notwithstanding anything to the contrary contained herein, each Specified Loan
shall only be a BA Equivalent Loan.


73









                    (b)
Reliance upon Authority.  Prior
to the Closing Date, the Specified Loan Borrower shall deliver to the Agent a
notice setting forth the account of the Specified Loan Borrower (the “Specified
Loan Designated Account”) to which the Agent is authorized to transfer the
proceeds of the Loans requested hereunder unless otherwise directed in writing
by the Borrowers’ Agent.  The Borrowers’
Agent may designate a replacement account from time to time by written notice
to the Agent.  The Agent is entitled to
rely conclusively on any Person’s request for Specified Loans on behalf of the
Specified Loan Borrower, so long as the proceeds thereof are to be transferred
to the Specified Loan Designated Account or to another account designated by
the Borrowers’ Agent in writing.  The
Agent has no duty to verify the identity of any individual representing himself
or herself as a person authorized by the Specified Loan Borrower to make such
requests on its behalf.


                    (c)
No Liability.  The Agent shall
not incur any liability to the Specified Loan Borrower as a result of acting
upon any notice referred to in Section 2.10(a) or (b), which the
Agent believes in good faith to have been given by an officer or other person
duly authorized by the Specified Loan Borrower to request Loans on its
behalf.  The crediting of Loans to the
Specified Loan Designated Account conclusively establishes the obligation of
the Specified Loan Borrower to repay such Loans as provided herein.


                    (d)
Notice Irrevocable.  Any
Specified Loan Notice of Borrowing (or telephonic notice in lieu thereof) made
pursuant to Section 2.10(a) shall be irrevocable.  The Specified Loan Borrower shall be bound
to borrow the funds requested therein in accordance therewith.


                    (e)
Making of Specified Loans.
Promptly after receipt of the Specified Loan Notice of Borrowing or
telephonic notice in lieu thereof with respect to such Specified Loan, the
Agent shall notify the U.S. Lenders by telecopy, telephone or e-mail of the
requested Borrowing.  Each U.S. Lender
shall transfer its Pro Rata Share of the requested Borrowing to the Agent in
immediately available funds, to the account from time to time designated by Agent,
not later than 1:00 p.m. (New York City time) on the applicable Funding
Date.  After the Agent’s receipt of all
such amounts from the U.S. Lenders, the Agent shall make the aggregate of such
amounts available to the Specified Loan Borrower on the applicable Funding Date
by transferring same day funds to the account(s) designated by the Borrowers’
Agent; provided, however, that the amount of Specified Loans so
made on any date shall not exceed the U.S. Availability on such date.


74






ARTICLE III


INTEREST AND FEES


          3.1 Interest. 


                    (a)
Interest Rates.  All outstanding
Loans to the U.S. Borrowers shall bear interest on the unpaid principal amount
thereof (including, to the extent permitted by law, on interest thereon not
paid when due) from the date made until paid in full in cash at a rate
determined by reference to the Base Rate or the LIBOR Rate plus the Applicable
Margin, but not to exceed the Maximum Rate.
All outstanding Canadian Revolving Loans and Specified Loans shall bear
interest on the unpaid principal amount thereof (including, to the extent
permitted by law, on interest thereon not paid when due) from the date made
until paid in full in cash at a rate determined by reference to the Canadian
Prime Rate or the BA Rate plus, in each case, the Applicable Margin, but not to
exceed the Maximum Rate.  If at any time
Loans are outstanding with respect to which the applicable Borrower has not
delivered to the Agent a notice specifying the basis for determining the
interest rate applicable thereto in accordance herewith, those Loans shall be
treated as Base Rate Loans in the case of U.S. Revolving Loans, and as Canadian
Prime Rate Loans in the case of Canadian Revolving Loans, until notice to the
contrary has been given to the Agent in accordance with this Agreement and such
notice has become effective.  Except as
otherwise provided herein, the outstanding Obligations shall bear interest as
follows:


	
 

	
 


	
 

	
          (i)
  For all Base Rate Loans, at a fluctuating per annum rate equal to the Base
  Rate plus the Applicable Margin;


	
 

	
 


	
 

	
          (ii)
  For all Canadian Prime Rate Loans, at a fluctuating per annum rate equal to
  the Canadian Prime Rate, plus the Applicable Margin;


	
 

	
 


	
 

	
          (iii)
  For all LIBOR Loans, at a per annum rate equal to the LIBOR Rate plus the
  Applicable Margin;


	
 

	
 


	
 

	
          (iv)
  For all BA Equivalent Loans, at a per annum rate equal to the BA Rate plus
  the Applicable Margin; and


	
 

	
 


	
 

	
          (v)
  For all Obligations other than Loans, at the rate set forth therefor (if any)
  in the applicable agreements (if any) pursuant to which such Obligations were
  incurred.





Each change in the Base Rate shall be reflected in the
interest rate applicable to Base Rate Loans as of the effective date of such
change, and each change in the Canadian Prime Rate shall be reflected in the
interest rate applicable to Canadian Prime Rate Loans as of the effective date
of such change.  All computations of
interest for Base Rate Loans when the Base Rate is determined by Bank of
America’s “prime rate” shall be made on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed.
All other computations of fees and interest shall be made on the basis
of a 360-day year and actual days elapsed (which results in more fees or
interest, as applicable, being paid than if computed on the basis of a 365-day
year).  For the purposes of the Interest Act
(Canada), the yearly rate of interest to which any rate calculated
on the basis of a period of time different from the actual number of days in
the year (360 days, for example) is equivalent is the stated rate multiplied by
the actual number of days in the year (365 or 366, as applicable) and divided
by the number of days in the shorter period (360 days, in the example).  On the first Business Day of each calendar
quarter hereafter and on the Termination Date, the applicable Borrower shall
pay to the Agent, for the ratable benefit of the applicable Lenders (provided
that all interest on applicable Swingline Loans shall be for the benefit of the
applicable Bank and all interest on Agent Advances shall be for the benefit of
the Agent), interest accrued to the first day of such calendar quarter (or
accrued to the Termination Date in the case of a payment on the Termination
Date) on all Base Rate Loans and Canadian Prime Rate Loans, in arrears.  The applicable Borrowers shall pay to the
Agent, for the ratable benefit of the applicable Lenders, interest on all
(i) LIBOR Loans in arrears on each LIBOR Interest Payment Date and
(ii) BA Equivalent Loans in arrears on each BA Equivalent Interest Payment
Date.


75






                    (b)
Default Rate.
(i)  If any Borrower shall default in the payment of
the principal of or interest on any Loan or any other amount becoming due
hereunder, by acceleration or otherwise, or under any other Loan Document, such
Borrower shall on demand from time to time pay interest, to the extent
permitted by law, on such defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (A) in the case of overdue
principal, the Default Rate and (B) in all other cases, at a rate per annum
equal to the rate that would be applicable to a Base Rate Revolving Loan or
Canadian Prime Rate Loan, as applicable, plus 2.00%.


                    (ii)
Upon the request of the Required Lenders, while any Event of Default (other
than any event described in clause (i) above) exists, the Borrower shall
pay interest on the principal amount of all outstanding Obligations hereunder
at a fluctuating interest rate per annum at all times equal to the rate that
would be applicable to a Base Rate Loan or Canadian Prime Rate Loan, as
applicable, plus 2.00%.


                    (c)
Recalculation of Applicable Margin.
In the event that any financial statement or certificate delivered
pursuant to Section 6.2(c) is shown to be inaccurate and such
inaccuracy, if corrected, would have led to the application of a higher
Applicable Margin for a Fiscal Quarter (an “Applicable Period”) than the
Applicable Margin applied for such Applicable Period, then (i) the
Borrowers shall immediately deliver to the Agent a correct certificate for such
Applicable Period, (ii) the Applicable Margin shall be determined based on
the corrected financial statements for such Applicable Period, and
(iii) the Borrowers shall immediately pay to the Agent the accrued
additional interest or fees owing as a result of such increased Applicable
Margin for such Applicable Period, which payment shall be promptly applied by
the Agent in accordance with Section 4.7.  This provision shall not limit the rights of the Agent and
Lenders with respect to any other remedy hereunder.  This provision shall survive payment of all other Obligations and
termination of this Agreement.


          3.2 Continuation and Conversion
Elections.


                    (a)
The Borrowers’ Agent may, on behalf of each applicable Borrower (provided that,
as applicable, the Borrowing of LIBOR Loans is then permitted under Section 2.5(a)(iii)
and the Borrowing of BA Equivalent Loans is then permitted under Section 2.6(a)(iii)):


	
 

	
 


	
 

	
          (i)
  elect, as of any Business Day, to convert any Base Rate Loans other than
  Agent Advances and Swingline Loans (or any part thereof in an amount not less
  than $5,000,000 or an integral multiple of $1,000,000 in excess thereof) into
  LIBOR Loans;


	
 

	
 


	
 

	
          (ii)
  elect, as of the last day of the applicable Interest Period, to continue any
  LIBOR Loans having Interest Periods expiring on such day (or any part thereof
  in an amount not less than $5,000,000, or that is in an integral multiple of
  $1,000,000 in excess thereof);





76






	
 

	
 


	
 

	
          (iii)
  elect, as of any Business Day, to convert any Canadian Prime Rate Loans other
  than Canadian Swingline Loans and Canadian Agent Advances (or any part
  thereof in an amount not less than Cdn $5,000,000 or an integral multiple of
  Cdn $1,000,000 in excess thereof) into BA Equivalent Loans; or


	
 

	
 


	
 

	
          (iv)
  elect, as of the last day of the applicable BA Equivalent Interest Period, to
  continue any BA Equivalent Loans having BA Equivalent Interest Periods expiring
  on such day (or any part thereof in an amount not less than Cdn $5,000,000);





provided,
that if at any time the aggregate amount of LIBOR Loans or BA Equivalent Loans
in respect of any Borrowing is reduced, by payment, prepayment, or conversion
of part thereof to be less than $1,000,000, such LIBOR Loans or BA Equivalent
Loans shall automatically convert into Base Rate Loans or Canadian Prime Rate
Loans, as applicable; provided further that if the Notice of
Continuation/Conversion shall fail to specify the duration of the Interest
Period or BA Equivalent Interest Period, such Interest Period or BA Equivalent
Interest Period shall be one month.


                    (b)
The Borrowers’ Agent shall deliver a notice of continuation/conversion
substantially in the form of Exhibit C-1, Exhibit C-2 or Exhibit
C-3 (each, a “Notice of Continuation/Conversion”), as applicable, to
the Agent not later than, (x) in the case of U.S. Revolving Loans, 1:00 p.m.
(New York City time) at least two (2) Business Days in advance of the
Continuation/Conversion Date and (y) in other cases, 12:00 noon (New York City
time) at least three (3) Business Days in advance of the
Continuation/Conversion Date, if the Loans are to be converted into or
continued as LIBOR Loans or BA Equivalent Loans and specifying:


	
 

	
 


	
 

	
          (i)
  the proposed Continuation/Conversion Date;


	
 

	
 


	
 

	
          (ii)
  the aggregate principal amount of Loans to be converted or continued;


	
 

	
 


	
 

	
          (iii)
  the Type of Loans resulting from the proposed conversion or continuation; and


	
 

	
 


	
 

	
          (iv)
  the duration of the requested Interest Period, provided, however,
  the Borrowers may not select an Interest Period that ends after the Stated
  Termination Date.





In lieu of delivering a Notice of
Continuation/Conversion, the Borrowers’ Agent may give the Agent telephonic
notice of such request on or before the deadline set forth above.  The Agent at all times shall be entitled to
rely on such telephonic notice with respect to such continuation or conversion,
regardless of whether any written confirmation is received.


          (c)
If upon the expiration of any Interest Period applicable to any LIBOR Loans or
any BA Equivalent Interest Period applicable to any BA Equivalent Loans, the
applicable Borrowers have failed to select timely a new Interest Period to be
applicable to such LIBOR Loans or a new BA Equivalent Interest Period to be
applicable to such BA Equivalent Loans, the Borrowers shall be deemed to have
elected to convert such LIBOR Loans into Base Rate Loans or such BA Equivalent
Loans into Canadian Prime Rate Loans, as the case may be, in each case
effective as of the expiration date of such Interest Period or BA Equivalent
Interest Period.  If any Default or
Event of Default exists, at the election of the Agent or the Required Lenders,
all LIBOR Loans shall be converted into Base Rate Loans as of the expiration
date of each applicable Interest Period and all BA Equivalent Loans shall be
converted into Canadian Prime Rate Loans as of the expiration date of each applicable
BA Equivalent Interest Period.


77






                    
(d) The Agent will promptly notify each Lender of its receipt of a Notice of
Continuation/Conversion.  All
conversions and continuations shall be made ratably according to the respective
outstanding principal amounts of the Loans with respect to which the notice was
given held by each Lender.


                    (e)
There may not be more than 12 (twelve) different LIBOR Loans or BA Equivalent
Loans in effect hereunder at any time.


          3.3 Maximum Interest Rate. In no
event shall any interest rate provided for hereunder exceed
the maximum rate legally chargeable under applicable law with respect to loans
of the Type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent
such limitation, would have exceeded the Maximum Rate, then the interest rate
for that month shall be the Maximum Rate, and, if in future months, that
interest rate would otherwise be less than the Maximum Rate, then that interest
rate shall remain at the Maximum Rate until such time as the amount of interest
paid hereunder equals the amount of interest which would have been paid if the
same had not been limited by the Maximum Rate.
In the event that, upon payment in full of the Obligations, the total
amount of interest paid or accrued under the terms of this Agreement is less
than the total amount of interest which would, but for this Section 3.3,
have been paid or accrued if the interest rate otherwise set forth in this
Agreement had at all times been in effect, then the applicable Borrowers shall,
to the extent permitted by applicable law, pay the Agent, for the account of
the applicable Lenders, an amount equal to the excess of (a) the lesser of
(i) the amount of interest which would have been charged if the Maximum
Rate had, at all times, been in effect or (ii) the amount of interest
which would have accrued had the interest rate otherwise set forth in this
Agreement, at all times, been in effect over (b) the amount of interest
actually paid or accrued under this Agreement.
If a court of competent jurisdiction determines that the Agent and/or
any Lender has received interest and other charges hereunder in excess of the
Maximum Rate, such excess shall be deemed received on account of, and shall
automatically be applied to reduce, the Obligations other than interest, and if
there are no Obligations outstanding, the Agent and/or such Lender shall refund
to the Borrowers such excess. 


          3.4 Closing Fees.
The U.S. Borrowers agree to pay the Agent and the Arrangers on the
Closing Date all fees due and payable on such date as set forth in the Fee
Letter. 


          3.5 Unused Line Fee.
On the first Business Day of each calendar quarter and on the
Termination Date, the U.S. Borrowers agree to pay to the Agent, for the account
of the Lenders, an unused line fee (the “Unused Line Fee”) equal to the
Applicable Unused Line Fee Margin per annum times the amount by which the
Maximum Revolver Amount exceeded the sum of the average daily outstanding
amount of Loans (other than Swingline Loans) and the average daily undrawn face
amount of outstanding Letters of Credit, during the immediately preceding
calendar quarter or shorter period if calculated for the first calendar quarter
hereafter or on the Termination Date.
All principal payments received by the Agent shall be deemed to be
credited immediately upon receipt for purposes of calculating the Unused Line
Fee pursuant to this Section 3.5.
Upon receipt thereof, the Agent shall distribute the Unused Line Fee to
the Lenders as follows: (a) as between
the U.S. Lenders and the Canadian Lenders, ratably based on the Maximum U.S.
Revolver Amount and the Maximum Canadian Revolver Amount, (b) as among the U.S.
Lenders, ratably based on their Pro Rata Shares of the U.S. Revolving Credit
Commitments and (c) as among the Canadian Lenders, ratably based on their Pro
Rata Shares of the Canadian Revolving Credit Commitments. 


78






          3.6 Letter of Credit Fees.  The U.S.
Borrowers agree to pay (i) to the Agent, for the
account of the U.S. Lenders, in accordance with their respective Pro Rata
Shares, for each Letter of Credit, a fee (the “Letter of Credit Fee”)
equal to, on a per annum basis, the Applicable Margin for U.S. Revolving LIBOR
Loans (plus an additional two percentage points (2.00%) in the case of overdue
Letter of Credit Fees), (ii) to the Agent, for the benefit of the Letter
of Credit Issuer, a fronting fee of one-eighth of one percent (0.125%) per
annum of the undrawn face amount of each Letter of Credit, and (iii) to
the Letter of Credit Issuer, all out-of-pocket costs, fees and expenses
incurred by the Letter of Credit Issuer in connection with the application for,
processing of, issuance of, or amendment to any Letter of Credit.  The Letter of Credit Fee and fronting fee
shall be payable quarterly in arrears on the first Business Day of each
calendar quarter following any calendar quarter in which a Letter of Credit is
outstanding and on the Termination Date.


ARTICLE IV


PAYMENTS AND PREPAYMENTS


          4.1 Payments and
Prepayments.


                    (a)
The U.S. Borrowers shall repay the outstanding principal balance of the U.S.
Revolving Loans, plus all accrued but unpaid interest thereon, on the
Termination Date.  Each Canadian
Borrower shall repay the outstanding principal balance of the Canadian
Revolving Loans made to it, plus all accrued but unpaid interest thereon, on
the Termination Date.  For the avoidance
of doubt, all repayment obligations of the Canadian Borrowers hereunder are several
and not joint.  The Specified Loan
Borrower shall repay the outstanding principal balance of the Specified Loans,
plus all accrued but unpaid interest thereon, on the Termination Date.


                    (b)
The Borrowers may, upon notice to the Agent, at any time or from time to time
voluntarily prepay the Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Agent not later than 11:00 a.m.
(New York time) (A) three Business Days prior to any date of prepayment of
LIBOR Loans and BA Equivalent Loans and (B) on the date of prepayment of Base
Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in
a principal amount of $5,000,000 (or the Equivalent Amount thereof, as applicable)
or a whole multiple of $1,000,000 (or the Equivalent Amount thereof, as
applicable) in excess thereof or, if less, the entire principal amount thereof
then outstanding.  Each such notice
shall specify the date and amount of such prepayment and the Type(s) of Loans
to be prepaid and, if LIBOR Loans or BA Equivalent Loans are to be prepaid, the
Interest Period(s) or BA Equivalent Interest Period(s) of such Loans.  The Agent will promptly notify each Lender
of its receipt of each such notice, and of the amount of such Lender’s ratable
portion of such prepayment (based on such Lender’s Pro Rata Share).  If such notice is given by any Borrower,
such Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein.  


79






          4.2 Out-of-Formula Condition.  The
U.S. Borrowers and the Canadian Borrowers shall immediately
pay to the Agent, for the account of the Lenders and/or to cash collateralize
Letters of Credit pursuant to Section 2.4(g), upon demand, (a) in the
case of the U.S. Borrowers, the amount, if any, by which the amount of the
Aggregate U.S. Revolver Outstandings exceeds at any time the lesser of
(i) the Maximum U.S. Revolver Amount and (ii) the U.S. Borrowing
Base, and (b) in the case of the Canadian Borrowers, the amount, if any, by
which the amount of the Aggregate Canadian Revolver Outstandings exceeds at any
time the lesser of (i) the Maximum Canadian Revolver Amount and
(ii) the sum of the Canadian Borrowing Base and the U.S. Availability (any
such condition under clause (a) or (b) being an “Out-of-Formula Condition”),
except that no such payment shall be required if the Out-of-Formula Condition
is created solely as a result of an Agent Advance.


          4.3 Mandatory Prepayments.



                    
(a) The U.S. Borrowers shall be jointly and severally required to prepay Loans
made to them, each Canadian Borrower shall be required to prepay Loans made to
it, and the Specified Loan Borrower shall be required to prepay Loans made to
it, in an amount equal to 100% of the Net Proceeds from Asset Dispositions by
(x) the applicable Borrower or any of its Subsidiaries or (y) in the case of
the U.S. Borrowers, Holdings or any of its Subsidiaries, not later than the
third Business Day following the receipt thereof; provided, however,
that:


	
 

	
 


	
 

	
          (i)
  in the case of an Asset Disposition of any Collateral that is not Eligible
  Merchandise and Consumables Inventory or Eligible Rental Equipment, so long
  as no Default or Event of Default shall occur and be continuing, if the
  Borrowers’ Agent shall deliver a certificate of a Responsible Officer of the
  Borrowers’ Agent to the Agent at the time of receipt thereof setting forth
  such Borrower’s or Subsidiary’s intent to reinvest such proceeds in
  productive assets of a kind then used or usable in the business of such
  Person within 270 days of receipt of such proceeds, such proceeds shall not
  constitute Net Proceeds except to the extent they are not so used within such
  270-day period; provided that in the case of an Asset Disposition of
  any Non-Core Businesses, no more than $10,000,000 of the Net Proceeds thereof
  in the aggregate may be so reinvested;


	
 

	
 


	
 

	
          (ii)
  with respect to any such Asset Disposition,
  if after giving pro forma effect thereto, the Combined Availability shall be
  equal to or exceed 25% of the Maximum Revolver Amount, the requirement to
  prepay Loans under this Section 4.3 shall not apply; and


	
 

	
 


	
 

	
          (iii)all
  amounts required to be paid pursuant to this Section 4.3(a) shall be
  applied by the Agent as follows: (A) in the case of Net Proceeds from Asset
  Dispositions of U.S. Collateral: (1) first, to the  Loans to the extent necessary to cure an
  Out-of-Formula Condition, (2) second, to the Loans, with a view to
  minimize breakage costs, (3)  third,
  to cash collateralize Letters of Credit, and (4) fourth, to all other
  amounts payable under the Obligations in such order as may be determined by
  the Agent with a view to minimize breakage costs; and (B) in the case of Net
  Proceeds from Asset Dispositions of Canadian Collateral: (1) first, to
  the Canadian Revolving Loans to the extent necessary to cure an
  Out-of-Formula Condition, (2) second, to the Canadian Revolving Loans,
  with a view to minimize breakage costs and (3) third, to all other
  amounts payable under the Canadian Obligations in such order as may be
  determined by the Agent with a view to minimize breakage costs; provided
  that no Net Proceeds from Asset Dispositions of the Canadian Collateral shall
  be applied to the outstanding principal amount of U.S. Revolving Loans or to
  cash collateralize outstanding Letters of Credit.





80






	
 

	
 


	
 

	
                    (b)
(i) So long as any U.S. Revolving Loans
  are outstanding, the Net Proceeds from any Like-Kind Exchange of any
  Relinquished Property shall be promptly applied to the mandatory prepayment
  of the outstanding U.S. Revolving Loans; provided that, at any time
  the aggregate amount of such proceeds on deposit in all Like-Kind Exchange
  Accounts is below $1,000,000, the remittance of such mandatory prepayment
  shall be deferred until such time as the aggregate amount of such proceeds on
  deposit in all Like-Kind Exchange Accounts equals or exceeds $1,000,000.  


	
 

	
 


	
 

	
          (ii)
  All amounts required to be paid pursuant
  to this Section 4.3(b) shall be applied by the Agent as follows: (A) first,
  to the prepayment in full of the U.S. Agent Advances, (B) second, to
  the prepayment in full of the U.S. Swingline Loans, (C) third, to the
  prepayment in full of the Base Rate U.S. Revolving Loans and (D) fourth,
  to the prepayment in full of the LIBOR U.S. Revolving Loans.





                    (c)
No payment or prepayment made pursuant to this Section 4.3 shall,
or shall be deemed to, effect or reduce any Commitment of any Lender or the
aggregate Commitments of the Lenders.


          4.4 Termination or Reductions of
Facilities.


                    (a)
The Borrowers may terminate this Agreement, upon at least three
(3) Business Days’ notice to the Agent (who will distribute such notice to
the Lenders), upon Full Payment of the Obligations and payment of amounts (if
any) due under Section 5.4.
Such notice may provide that such termination is contingent upon
consummation of a contemplated refinancing.


                    (b)
The applicable Borrowers may from time to time permanently reduce the U.S.
Revolving Credit Commitments (and the Maximum U.S. Revolver Amount) or the
Canadian Revolving Credit Commitments (and the Maximum Canadian Revolver
Amount), as the case may be, on a pro rata basis based on the Lenders’ (or
Participating Lenders’) respective Pro Rata Shares, upon at least three (3)
Business Days’ prior written notice to the Agent, which notice shall specify
the amount of the reduction and shall be irrevocable once given.  Each reduction shall be in a minimum amount
of $10,000,000 or an increment of $5,000,000 in excess thereof.  If after giving effect to any reduction of
the Commitments, the Letter of Credit Subfacility, the U.S. Swingline Sublimit
or the Specified Loan Sublimit shall exceed the U.S. Revolving Credit
Commitments at such time, or the Canadian Swingline Sublimit shall exceed the
Canadian Revolving Credit Commitments at such time, each such subfacility or
sublimit, as the case may be, shall be automatically reduced by the amount of
such excess.  Each reduction in the
Commitments shall be accompanied by such payment (if any) as may be required to
avoid an Out-of Formula Condition.


81






          4.5 LIBOR Loan and BA Equivalent
Loans Prepayments.  In connection with any prepayment, if any
LIBOR Loans or BA Equivalent Loans are prepaid prior to the expiration date of
the Interest Period or BA Equivalent Interest Period applicable thereto, the
Borrowers shall comply with Section 5.4.


          4.6 Payments by the
Borrowers.


                    (a)
All payments to be made by the Borrowers shall be made without set-off,
recoupment or counterclaim.  Except as
otherwise expressly provided herein, all payments by the applicable Borrowers
shall be made to the Agent for the account of the Lenders, at the account
designated by the Agent and shall be made in Dollars or Canadian Dollars, as
applicable, and in immediately available funds, no later than 12:00 noon (New
York City time) on the date specified herein.
Any payment received by the Agent after such time shall be deemed (for
purposes of calculating interest only) to have been received on the following
Business Day and any applicable interest shall continue to accrue.


                    (b)
Subject to the provisions set forth in Section 2.7(b) and in the
definition of “Interest Period”, whenever any payment is due on a day
other than a Business Day, such payment shall be due on the following Business
Day, and such extension of time shall in such case be included in the computation
of interest or fees, as the case may be.


          4.7 Apportionment, Application and
Reversal of Payments.  Principal and interest payments shall be
apportioned ratably among the Lenders (according to the unpaid principal
balance of the Loans to which such payments relate held by each such Lender)
and payments of the fees shall, as applicable, be apportioned ratably among the
Lenders, except for fees payable solely to the Agent or the applicable Letter
of Credit Issuer.  All payments shall be
remitted to the Agent and all such payments not relating to principal or
interest of specific Loans, or not constituting payment of specific fees, and
all proceeds of Collateral received by the Agent in accordance with the terms
of the Loan Documents, shall be applied, ratably, subject to the provisions of
this Agreement, first, to pay any fees, indemnities or expense
reimbursements then due to the Agent or the Arrangers from the applicable
Borrower or Borrowers; second, to pay any fees or expense reimbursements
then due to the Lenders from the applicable Borrower or Borrowers; third,
to pay interest due in respect of all Loans of the applicable Borrower or
Borrowers, including Swingline Loans and Agent Advances; fourth, to pay
or prepay principal of the Swingline Loans and Agent Advances of the applicable
Borrower or Borrowers; fifth, to pay or prepay principal of the Loans
(excluding the applicable Swingline Loans and applicable Agent Advances) and
unpaid reimbursement obligations in respect of Letters of Credit of the
applicable Borrower or Borrowers; sixth, to pay an amount to the Agent
equal to all outstanding U.S. or Canadian Obligations (contingent or otherwise)
with respect to outstanding Letters of Credit issued for the account of the
applicable Borrower or Borrowers, to be held as cash collateral for such
applicable U.S. or Canadian Obligations; seventh, to the payment of any
other applicable U.S. or Canadian Obligations, including any amounts relating
to Bank Products, due to the Agent, any Lender, any Affiliate of the Agent or
any Lender or any other Secured Party, by the Borrowers; and eighth, to
pay any remaining amounts to the applicable Borrower or Borrowers for its or
their own account; provided that no proceeds from the Canadian
Collateral shall be applied to the outstanding principal amount of U.S.
Revolving Loans or Specified Loans or to cash collateralize outstanding Letters
of Credit.  Notwithstanding anything to
the contrary contained in this Agreement, unless so directed by the Borrowers,
or unless an Event of Default has occurred and is continuing, neither the Agent
nor any Lender shall apply any payments which it receives to any LIBOR Loan or
BA Equivalent Loan, except (a) on the expiration date of the Interest
Period or BA Equivalent Interest Period applicable to any such LIBOR Loan or BA
Equivalent Loan, or (b) in the event, and only to the extent, that there
are no outstanding Base Rate Loans and, in such event, the Borrowers shall pay
LIBOR or BA Equivalent Loan breakage losses in accordance with Section 5.4.  The Agent and the Lenders shall have the
continuing and exclusive right to apply and reverse and reapply any and all
such proceeds and payments to any portion of the applicable U.S. or Canadian
Obligations.


82






          4.8 Indemnity for Returned Payments.
If after receipt of any payment which is
applied to the payment of all or any part of the Obligations, the Agent, any
Lender, the Banks or any Affiliate of the Banks or any other Secured Party is
for any reason compelled to surrender such payment or proceeds to any Person
because such payment or application of proceeds is invalidated, declared
fraudulent, set aside, determined to be void or voidable as a preference,
impermissible setoff, or a diversion of trust funds, or for any other reason,
then the Obligations or part thereof intended to be satisfied shall be revived
and continued and this Agreement shall continue in full force as if such
payment or proceeds had not been received by the Agent, such Lender, such Bank
or such Affiliate of such Bank or such other Secured Party, and the Borrowers
shall be liable to pay to the Agent, the Lenders, such Bank, such Affiliate of
such Bank or such other Secured Party and hereby do indemnify the Agent, the
Lenders, such Bank, such Affiliate of such Bank or such other Secured Party and
hold the Agent, the Lenders, such Bank, such Affiliate of such Bank or such
other Secured Party harmless for the amount of such payment or proceeds
surrendered.  The provisions of this Section 4.8
shall be and remain effective notwithstanding any release of Collateral or
guarantors, cancellation or return of Loan Documents, or other contrary action
which may have been taken by the Agent, any Lender, the Banks, such Affiliate
of such Bank or such other Secured Party in reliance upon such payment or
application of proceeds, and any such contrary action so taken shall be without
prejudice to the Agent’s, the Lenders’, such Bank’s, such Affiliate of the Bank
or such other Secured Party’s rights under this Agreement and the other Loan
Documents and shall be deemed to have been conditioned upon such payment or
application of proceeds having become final and irrevocable.  The provisions of this Section 4.8
shall survive the repayment of the Obligations and termination of this Agreement.


          4.9 Agent’s and Lenders’
Books and Records; Monthly Statements.  The Agent shall record the principal amount
of the Loans owing to each Lender, the undrawn face amount of all applicable
outstanding Letters of Credit and the aggregate amount of unpaid reimbursement
obligations outstanding with respect to the Letters of Credit from time to time
on its books. In addition, each Lender may note the date and amount of each
payment or prepayment of principal of such Lender’s Loans in its books and
records.  Failure by the Agent or any
Lender to make such notation shall not affect the obligations of the Borrowers
with respect to the Loans or the Letters of Credit. The Borrowers agree that
the Agent’s and each Lender’s books and records showing the Obligations and the
transactions pursuant to this Agreement and the other Loan Documents shall be
admissible in any action or proceeding arising therefrom, and shall constitute
rebuttably presumptive proof thereof (absent manifest error), irrespective of
whether any Obligation is also evidenced by a promissory note or other
instrument.  The Agent will provide to
the Borrowers a monthly statement of Loans, payments, and other transactions
pursuant to this Agreement. Such statement shall be deemed correct, accurate,
and binding on the Obligors and an account stated (absent manifest error and
except for reversals and reapplications of payments made as provided in Section 4.7
and corrections of errors discovered by the Agent), unless the Borrowers notify
the Agent in writing to the contrary within thirty days after such statement is
rendered.  In the event a timely written
notice of objections is given by the Borrowers, only the items to which
exception is expressly made will be considered to be disputed by the Borrowers.


83






          4.10 Borrowers’ Agent.
Each of the Borrowers, other than the Company, hereby irrevocably
appoints the Company, and the Company shall act under this Agreement, as the
agent, attorney-in-fact and legal representative of such other Borrowers for
all purposes, including requesting Loans and receiving account statements and
other notices and communications to the Borrowers (or any of them) from the
Agent or any Lender. The Agent, the Letter of Credit Issuers and the Lenders
may rely, and shall be fully protected in relying, on any Notice of Borrowing,
Notice of Continuation/Conversion, request for a Letter of Credit, disbursement
instruction, report, information or any other notice or communication made or
given by the Company, whether in its own name, as Borrowers’ Agent, on behalf
of any other Borrower or on behalf of the “Borrowers”, and neither the Agent
nor the Letter of Credit Issuers or any Lender shall have any obligation to
make any inquiry or request any confirmation from or on behalf of any other
Borrower as to the binding effect on it of any such notice, request,
instruction, report, information, other notice or communications, nor shall the
joint and several character of the U.S. Borrowers’ obligations hereunder be
affected; provided, that the provisions of this Section 4.10
shall not be construed so as to preclude any Borrower from taking actions
permitted to be taken by a “Borrower” hereunder.


          4.11 Joint and Several
Liability.


                    
(a) Joint and Several Liability.
(i)  All Loans made to the U.S.
Borrowers and all of the other Obligations of the U.S. Borrowers, including all
interest, fees and expenses with respect thereto and all indemnity and
reimbursement obligations hereunder, shall constitute one joint and several
direct and general obligation of all of the U.S. Borrowers.  Notwithstanding anything to the contrary
contained herein, each of the U.S. Borrowers shall be jointly and severally,
with each other U.S. Borrower, directly and unconditionally, liable for all
Obligations, it being understood that the advances to each U.S. Borrower inure
to the benefit of all U.S. Borrowers, and that the Agent, the Letter of Credit
Issuer and the U.S. Lenders are relying on the joint and several liability of
the U.S. Borrowers as co-makers in extending the Loans hereunder and issuing
Letters of Credit.  Each U.S. Borrower
hereby unconditionally and irrevocably agrees that upon default in the payment
when due (whether at stated maturity, by acceleration or otherwise) of any
principal of, or interest on, any Obligation, it will forthwith pay the same,
without notice or demand, unless such payment is then prohibited by applicable
law.


                    (ii)
All Loans made to the Canadian Borrowers
and all of the other Obligations of the Canadian Borrowers as Canadian
Borrowers, including all interest, fees and expenses with respect thereto and
all indemnity and reimbursement obligations hereunder, shall constitute two
distinct several direct and general obligations of each Canadian Borrower.


84






                    (b)
No Reduction in Obligations.  No
payment or payments made by any of the Borrowers or any other Person or
received or collected by the Agent, the Letter of Credit Issuers or any Lender
from any of the Borrowers or any Person by virtue of any action or proceeding
or any setoff or appropriation or application at any time or from time to time
in reduction of or in payment of the Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of each Borrower under this
Agreement for the remaining Obligations, which shall remain liable for all
remaining and thereafter arising Obligations until the Obligations are paid in
full and the Commitments are terminated.


          4.12 Obligations Absolute.  Each
Borrower agrees that the Obligations will be paid strictly
in accordance with the terms of the Loan Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Agent, the Letter of Credit Issuers or
any Lender with respect thereto, unless such payment is then prohibited by
applicable law (provided such Obligation shall not be extinguished by
any such prohibition). All Obligations shall be conclusively presumed to have
been created in reliance hereon. The liabilities of the Borrowers under this
Agreement shall be absolute and unconditional irrespective of:  (a) any lack of validity or
enforceability of any Loan Document or any other agreement or instrument
relating thereto; (b) any change in the time, manner or place of payments
of, or in any other term of, all or any part of the Obligations, or any other
amendment or waiver thereof or any consent to departure therefrom, including
any increase in the Obligations resulting from the extension of additional
credit to any Borrower or otherwise; (c) any taking, exchange, release or
non-perfection of any Collateral, or any release or amendment or waiver of or
consent to departure from any guaranty for all or any of the Obligations;
(d) any change, restructuring or termination of the corporate structure or
existence of any Obligor; or (e) any other circumstance which would
otherwise constitute a defense available to, or a discharge of, any Obligor,
other than payment in full of the Obligations.


          4.13 Waiver of Suretyship Defenses.
Each U.S. Borrower agrees that the joint and
several liability of the U.S. Borrowers provided for in Section 4.11
shall not be impaired or affected by any modification, supplement, extension or
amendment of any contract or agreement to which the other Borrowers may
hereafter agree (other than an agreement signed by the Agent and the Lenders
specifically releasing such liability), nor by any delay, extension of time,
renewal, compromise or other indulgence granted by the Agent or any Lender with
respect to any of the Obligations, nor by any other agreements or arrangements
whatever with the other Borrowers or with anyone else, each Borrower hereby
waiving all notice of such delay, extension, release, substitution, renewal,
compromise or other indulgence, and hereby consenting to be bound thereby as
fully and effectually as if it had expressly agreed thereto in advance.  The liability of each Borrower is direct and
unconditional as to all of the Obligations, and may be enforced without
requiring the Agent or any Lender first to resort to any other right, remedy or
security. Each Borrower hereby expressly waives promptness, diligence, notice
of acceptance and any other notice (except to the extent expressly provided for
herein or in another Loan Document) with respect to any of the Obligations,
this Agreement or any other Loan Documents and any requirement that the Agent
or any Lender protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Borrower or
any other Person or any Collateral.


85






          4.14 Contribution and Indemnification
among the Borrowers.  Each U.S. Borrower is obligated to repay the
U.S. Obligations as joint and several obligors under this Agreement.  To the extent that any U.S. Borrower shall,
under this Agreement as a joint and several obligor, repay any of the U.S.
Obligations constituting Loans made to another U.S. Borrower hereunder or other
U.S. Obligations incurred directly and primarily by any other U.S. Borrower (an
“Accommodation Payment”), then the U.S. Borrower making such
Accommodation Payment shall be entitled to contribution and indemnification
from, and be reimbursed by, each of the other U.S. Borrowers in an amount, for
each of such other U.S. Borrowers, equal to a fraction of such Accommodation
Payment, the numerator of which fraction is such other U.S. Borrower’s “Allocable
Amount” (as defined below) and the denominator of which the sum of the
Allocable Amounts of all of the Borrowers.
As of any date of determination, the “Allocable Amount” of each U.S.
Borrower shall be equal to the maximum amount of liability for Accommodation Payments
which could be asserted against such Borrower hereunder without
(a) rendering such U.S. Borrower “insolvent” within the meaning of
Section 101(31) of Title 11 of the United States Code entitled
“Bankruptcy” (the “Bankruptcy Code”), Section 2 of the Uniform
Fraudulent Transfer Act (the “UFTA”), or Section 2 of the Uniform
Fraudulent Conveyance Act (“UFCA”), (b) leaving such U.S. Borrower
with unreasonably small capital or assets, within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or
Section 4 of the UFCA, or (c) leaving such U.S. Borrower unable to
pay its debts as they become due within the meaning of Section 548 of the
Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the
UFCA.  All rights and claims of
contribution, indemnification and reimbursement under this Section 4.14
shall be subordinate in right of payment to the prior payment in full of the
Obligations.


          4.15 Excess Resulting from Exchange
Rate Change.  If at any time following one or more
fluctuations in the exchange rate of the Canadian Dollar against the Dollar,
the Aggregate Canadian Revolver Outstandings exceeds (a) the sum of the
Canadian Borrowing Base and the U.S. Availability or (b) the Maximum Canadian
Revolver Amount, the Canadian Borrowers shall, if such excess is in an aggregate
amount that is greater than or equal to 3% of the Maximum Canadian Revolver
Amount, within three (3) Business Days of the earlier of (i) notice of
such excess from the Agent and (ii) the delivery of the monthly calculation
delivered pursuant to Section 6.4(b)(iii) reflecting any such excess,
(A) effect a Canadian Revolver Adjustment to increase the Maximum Canadian
Revolver Amount, or make the necessary payments or repayments to reduce the
Canadian Revolver Outstandings, in each case to an amount necessary to
eliminate such excess or (B) maintain or cause to be maintained with the
Agent deposits as continuing collateral security for the Canadian Revolver
Outstandings in an amount equal to or greater than the amount of such excess,
such deposits to be maintained in such form and upon such terms as are
acceptable to the Agent. 


ARTICLE V


TAXES, YIELD PROTECTION AND ILLEGALITY


          5.1 Taxes.


                    (a)
Unless otherwise required by applicable law, any and all payments by an Obligor
to a Lender or the Agent under this Agreement and any other Loan Document shall
be made free and clear of, and without deduction or withholding for any
Indemnified Taxes.  In addition, the
Obligors shall pay all Other Taxes when due.


86






                    (b)
The Obligors agree jointly and severally to indemnify and hold harmless each
Lender and the Agent for the full amount of Indemnified Taxes and Other Taxes
(including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on
amounts payable under this Section) paid by any Lender or the Agent and any
liability arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally asserted. Payment
under this indemnification shall be made within 30 days after the date such
Lender or the Agent makes written demand therefor in accordance with Section 5.6.


                    (c)
If an Obligor shall be required by law to deduct or withhold any Indemnified
Taxes or Other Taxes from or in respect of any sum payable hereunder or under
any other Loan Document to any Lender or the Agent, then:


	
 

	
 


	
 

	
          (i)
  the sum payable shall be increased as necessary so that after making all
  required deductions and withholdings (including deductions and withholdings
  applicable to additional sums payable under this Section) such Lender or the
  Agent, as the case may be, receives an amount equal to the sum it would have
  received had no such deductions or withholdings been made;


	
 

	
 


	
 

	
          (ii)
  the Obligor shall make such deductions and withholdings; and


	
 

	
 


	
 

	
          (iii)
  the Obligor shall pay the full amount deducted or withheld to the relevant
  taxing authority or other Governmental Authority in accordance with
  applicable law.





                    (d)
At the Agent’s request, within 30 days after the date of any payment by an
Obligor of Indemnified Taxes or Other Taxes, the relevant Obligor shall furnish
the Agent the original or a certified copy of a receipt evidencing payment
thereof, or other evidence of payment reasonably satisfactory to the Agent.


                    (e)
If the Agent or any Lender, in its reasonable discretion, determines that it
has actually received a refund of Indemnified Taxes or Other Taxes paid by an
Obligor under this Section (and is both identifiable and quantifiable by
it without requiring such Lender or its professional advisers to expend a
material amount of time or incur a material cost in so identifying or
quantifying), the Agent or such Lender shall, to the extent that it can do so
without prejudice to the retention of the relevant refund and subject to such
Obligor’s obligation to repay promptly on demand by the Lender the amount to
such Lender if the relevant refund is subsequently disallowed or cancelled,
reimburse such Obligor promptly after receipt of such refund by the Agent or
such Lender with such amount as the Agent or such Lender shall in its sole
discretion have concluded to be the amount of the relevant refund.  Nothing contained in this Agreement shall
interfere with the right of any Lender or the Agent to arrange its Tax and
other affairs in whatever manner it thinks fit and no Lender or Agent shall be
required to disclose any confidential information relating to the organization
of its affairs.


87






          5.2 Illegality.


                    (a)
If any Lender determines that the introduction of any Requirement of Law, or
any change in any Requirement of Law, or in the interpretation or
administration of any Requirement of Law, in each case after the later of the
Agreement Date or the date such Lender became a party to this Agreement, has
made it unlawful, or that any central bank or other Governmental Authority has
asserted after such date that it is unlawful, for such Lender or its applicable
lending office to make LIBOR Loans or BA Equivalent Loans, then, on notice
thereof by that Lender to the Borrowers’ Agent through the Agent, any
obligation of that Lender to make LIBOR Loans or BA Equivalent Loans shall be
suspended until that Lender notifies the Agent and the Borrowers’ Agent that
the circumstances giving rise to such determination no longer exist.


                    (b)
If a Lender determines that it is unlawful to maintain any LIBOR Loan or BA
Equivalent Loan as a result of the introduction of any Requirement of Law, or
any change in any Requirement of Law, or in the interpretation or
administration of any Requirement of Law, in each case after the later of the
Agreement Date or the date such Lender became a party to this Agreement, the
Borrowers shall, upon their receipt of notice of such fact and demand from such
Lender (with a copy to the Agent), prepay in full such LIBOR Loans or BA
Equivalent Loans of that Lender then outstanding, together with interest
accrued thereon and amounts required under Section 5.4, either on
the last day of the Interest Period or BA Equivalent Interest Period thereof,
if that Lender may lawfully continue to maintain such LIBOR Loans or BA
Equivalent Loans to such day, or immediately, if that Lender may not lawfully
continue to maintain such LIBOR Loans or BA Equivalent Loans.  If the Borrowers are required to so prepay
any LIBOR Loans or BA Equivalent Loans, then concurrently with such prepayment,
the Borrowers shall borrow from the affected Lender, in the amount of such
repayment, a Base Rate Loan or a Canadian Prime Rate Loan (or in the case of
Specified Loans, such rate as the Specified Loan Borrower and the U.S. Lenders
shall agree), as the case may be.


          5.3 Increased Costs and Reduction of
Return.


                    (a)
If any Lender determines that due to either (i) the introduction of or any
change in the interpretation of any law or regulation (other than any law or
regulation relating to Taxes which shall be governed by Section 5.1)
or (ii) the compliance by that Lender with any guideline or request from
any central bank or other Governmental Authority (whether or not having the
force of law), in each case, after the later of the Agreement Date or the date
such Lender became a party to this Agreement, there shall be any increase in
the cost to such Lender of agreeing to make or making, funding or maintaining
any LIBOR Loans or BA Equivalent Loans, then the Borrowers shall be liable for,
and shall from time to time, upon demand (with a copy of such demand to be sent
to the Agent), pay to the Agent for the account of such Lender, additional
amounts as are sufficient to compensate such Lender for such increased costs.


                    (b)
If any Lender shall have determined that (i) the introduction of or
compliance with any Capital Adequacy Regulation, (ii) any change in any
Capital Adequacy Regulation, or (iii) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or other
Governmental Authority charged with the interpretation or administration
thereof, in each case, after the later of the Agreement Date or the date such
Lender became a party to this Agreement, affects or would affect the amount of
capital required or expected to be maintained by such Lender or any corporation
or other entity controlling such Lender and (taking into consideration such
Lender’s or such corporation’s or other entity’s policies with respect to
capital adequacy and such Lender’s desired return on capital) determines that
the amount of such capital is increased as a consequence of its Commitments,
loans, credits or obligations under this Agreement, then, upon demand of such
Lender to the Borrowers’ Agent through the Agent, the Borrowers shall pay to
such Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender for such increase.


88






          5.4 Funding Losses.
The Borrowers shall reimburse each Lender and hold each Lender harmless
from any loss or expense which such Lender may sustain or incur as a
consequence of:


	
 

	
 


	
 

	
          (a)
  the failure of the Borrowers to borrow a LIBOR Loan or BA Equivalent Loan
  after any Borrower has given (or is deemed to have given) a Notice of
  Borrowing;


	
 

	
 


	
 

	
          (b)
  the failure of the Borrowers to continue a LIBOR Loan or BA Equivalent Loan
  or convert a Loan into a LIBOR Loan or BA Equivalent Loan after any Borrower
  has given (or is deemed to have given) a Notice of Continuation/Conversion;
  or


	
 

	
 


	
 

	
          (c)
  the prepayment or other payment (including after acceleration thereof) of any
  LIBOR Loans or BA Equivalent Loans on a day that is not the last day of the
  relevant Interest Period (including, without limitation, any payment in
  respect thereof pursuant to Section 2.8(b) or 5.8);





including any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain its LIBOR Loans
or BA Equivalent Loans or from fees payable to terminate the deposits from
which such funds were obtained.  The
Borrowers shall also pay any customary administrative fees charged by any
Lender in connection with the foregoing.


          5.5 Inability to Determine Rates. If
the Agent determines
that for any reason adequate and reasonable means do not exist for determining
the LIBOR Rate or BA Rate for any requested Interest Period with respect to a
proposed LIBOR Loan or a proposed BA Equivalent Loan, or that the LIBOR Rate or
BA Rate for any requested Interest Period with respect to a proposed LIBOR Loan
or a proposed BA Equivalent Loan does not adequately and fairly reflect the
cost to the Lenders of funding such LIBOR Loan or BA Equivalent Loan, the Agent
will promptly so notify the Borrowers’ Agent and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain LIBOR Loans or BA Equivalent Loans hereunder shall be
suspended until the Agent revokes such notice in writing.  Upon receipt of such notice, the Borrowers
may revoke any Notice of Borrowing or Notice of Continuation/Conversion then
submitted by any of them.  If the
Borrowers do not revoke such Notice, the Lenders shall make, convert or
continue the Loans, as proposed by the Borrowers, in the amount specified in
the applicable notice submitted by the Borrowers, but such Loans shall be made,
converted or continued as Base Rate Loans or Canadian Prime Rate Loans (or in
the case of Specified Loans, such rate as the Specified Loan Borrower and the
U.S. Lenders shall agree), as the case may be, instead of LIBOR Loans or BA
Equivalent Loans, as the case may be.


89






          5.6 Certificates of Agent.  If the
Agent or any Lender claims reimbursement or compensation
under this Article V, the Agent or the affected Lender shall
determine the amount thereof and shall deliver to the Borrowers’ Agent (with a
copy to the Agent) a certificate setting forth in reasonable detail the amount
payable to the Agent or the affected Lender, and such certificate shall be
conclusive and binding on the Borrowers in the absence of manifest error; provided
that, except for compensation under Section 5.1, the Borrowers
shall not be obligated to pay the Agent or such Lender any compensation
attributable to any period prior to the date that is ninety (90) days
prior to the date on which the Agent or such Lender first gave notice to the
Borrowers’ Agent of the circumstances entitling such Lender to compensation.


          5.7 Survival.  The
agreements and obligations of the Borrowers in this Article V shall
survive the payment of all other Obligations and termination of this Agreement.


          5.8 Assignment of Commitments Under
Certain Circumstances.  In the event (a) any Lender requests
compensation pursuant to Section 5.3, (b) any Lender delivers
a notice described in Section 5.2, (c) any Obligor is required
to pay additional amounts to any Lender or any Governmental Authority on
account of any Lender pursuant to Section 5.1, or (d) any
Lender is, or becomes an Affiliate of a Person that is, engaged in the business
in which the Borrowers are engaged, the Borrowers may, at their sole expense
and effort (including with respect to the processing fee referred to in Section 12.2(a)),
upon notice to such Lender and the Agent, require such Lender to transfer and
assign, without recourse (in accordance with and subject to the restrictions
contained in Section 12.2), all of its interests, rights and
obligations under the Loan Documents to an Eligible Assignee that shall assume
such assigned obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that (i) such assignment shall
not conflict with any law, rule or regulation or order of any court or other
Governmental Authority having jurisdiction, (ii) except in the case of clause
(d) above, no Event of Default shall have occurred and be continuing,
(iii) the Borrowers or such assignee shall have paid to such Lender in
immediately available funds an amount equal to the sum of 100% of the principal
of and interest accrued to the date of such payment on the outstanding Loans of
such Lender, plus all fees and other amounts accrued for the account of such
Lender hereunder (including any amounts under Sections 5.1, 5.2,
5.3 and 5.4), (iv) such assignment is consummated within 180
days after the date on which the Borrowers’ right under this
Section arises, and (v) if the consent of the Agent, any Issuing Bank
or any Canadian Funding Bank is required pursuant to Section 12.2,
such consents are obtained; provided further that if prior to any
such assignment the circumstances or event that resulted in such Lender’s
request or notice under Section 5.2 or 5.3 or demand for
additional amounts under Section 5.1, as the case may be, shall
cease to exist or become inapplicable for any reason, or if such Lender shall
waive its rights in respect of such circumstances or event under Section 5.1,
5.2 or 5.3, as the case may be, then such Lender shall not
thereafter be required to make such assignment hereunder. In the event that a
replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2
within two Business Days after receipt by such replaced Lender of notice of
replacement pursuant to this Section 5.8 and presentation to such
replaced Lender of an Assignment and Acceptance evidencing an assignment
pursuant to this Section 5.8, the Borrowers shall be entitled (but
not obligated), upon receipt by the replaced Lender of all amounts required to
be paid under this Section 5.8, to execute such an Assignment and
Acceptance on behalf of such replaced Lender, and any such Assignment and
Acceptance so executed by the Borrowers, the replacement Lender and, to the
extent required pursuant to Section 12.2, the Agent, shall be
effective for purposes of this Section 5.8 and Section 12.2.


90






ARTICLE VI


BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES;
CURRENCY


          6.1 Books and Records.
Holdings shall maintain, and shall cause each of its Subsidiaries to
maintain, at all times, proper books and records and accounts, in which entries
full, true and correct in all material respects and in conformity with GAAP
consistently applied shall be made of dealings and transactions in relation to
its business and activities.  Holdings
shall maintain, and shall cause each of its Subsidiaries to maintain, at all
times books and records pertaining to the Collateral in such detail, form and
scope as is consistent with good business practice.


          6.2 Financial Information.  Holdings
shall promptly furnish to the Agent (for distribution to
each Lender):


	
 

	
 


	
 

	
          (a)
  As soon as available (commencing with the Fiscal Year ending
  December 31, 2008), but in any event not later than 90 days after the
  close of each Fiscal Year, consolidated audited balance sheets, income
  statements and cash flow statements of the Consolidated Parties for such
  Fiscal Year, and the accompanying notes thereto, setting forth in each case
  in comparative form figures for the previous Fiscal Year (to the extent
  available), all in reasonable detail, fairly presenting in all material
  respects the financial position and the results of operations of the
  Consolidated Parties as at the date thereof and for the Fiscal Year then
  ended, and prepared in accordance with GAAP in all material respects.  Such consolidated statements shall be
  certified by a firm of independent registered public accountants of
  recognized national standing selected by the Borrowers’ Agent and reasonably
  satisfactory to the Agent (each of Grant Thornton LLP, Ernst & Young LLP,
  KPMG LLP, PricewaterhouseCoopers LLP, and Deloitte & Touche LLP shall
  initially be satisfactory to the Agent), whose opinion shall not be qualified
  as to the scope of audit or as to the status of any of the Borrowers as a
  going concern. Such certified statements shall be delivered together with a
  certificate of such accounting firm stating that in the course of its regular
  audit of the business of the Consolidated Parties, which audit was conducted
  in accordance with generally accepted auditing standards, such accounting
  firm has obtained no knowledge of any Event of Default under Section 10.1
  (solely arising from a breach of the financial covenants under Section 8.22
  or 8.23) that has occurred and is continuing or, if in the opinion of
  such accounting firm such an Event of Default has occurred and is continuing,
  a statement as to the nature thereof (which certificate may be limited to the
  extent required by accounting rules or guidelines).





91






	
 

	
 


	
 

	
          (b)As
  soon as available (commencing with the Fiscal Quarter ending June 30, 2008),
  but in any event not later than 45 days after the end of each of the first
  three Fiscal Quarters of each Fiscal Year, consolidated unaudited balance
  sheets of the Consolidated Parties as at the end of such Fiscal Quarter, and
  consolidated unaudited income statements and cash flow statements for the
  Consolidated Parties for such Fiscal Quarter and (to the extent available)
  for the period from the beginning of the Fiscal Year to the end of such
  Fiscal Quarter, in each case in reasonable detail, fairly presenting the
  financial position and results of operations of the  Consolidated Parties as at the date thereof and for such
  periods, and, in each case, in comparable form, figures for the corresponding
  period in the prior Fiscal Year (to the extent available) and in the
  Consolidated Parties’ budget (to the extent available), and prepared in
  accordance with GAAP in all material respects, subject to normal year-end
  adjustments and the absence of footnotes.
  Holdings shall certify by a certificate signed by a Responsible
  Officer that all such statements have been prepared in accordance with GAAP
  in all material respects and present fairly in all material respects the
  Consolidated Parties’ financial position as at the dates thereof and their
  results of operations for the periods then ended, subject to normal year-end
  adjustments and the absence of footnotes.


	
 

	
 


	
 

	
          (c)
  Concurrently with the delivery of the annual audited Financial Statements
  pursuant to Section 6.2(a) and the quarterly Financial Statements
  pursuant to Section 6.2(b) (commencing with the Fiscal Quarter
  ending June 30, 2008), a duly completed Compliance Certificate signed by a
  Responsible Officer of Holdings.


	
 

	
 


	
 

	
          (d)
  As soon as available, but in any event not later than sixty (60) days
  after the beginning of each Fiscal Year, annual forecasts (to include
  forecasted consolidated balance sheets, income statements and cash flow
  statements, and U.S. Borrowing Base, Canadian Borrowing Base, U.S.
  Availability and Canadian Availability projections) for the Consolidated
  Parties as at the end of and for each fiscal quarter of such Fiscal Year.


	
 

	
 


	
 

	
          (e)
  Promptly upon the filing thereof, copies of all reports, if any, to or other
  documents filed by any Obligor or any of their Subsidiaries with the SEC
  under the Exchange Act, the Ontario Securities Commission under the Securities Act (Ontario) or any
  other similar regulatory or Governmental Authority of any jurisdiction, and
  all reports, notices, or statements sent or received by any Obligor or any of
  their Subsidiaries to or from the holders of any Debt of any Obligor or any
  of their Subsidiaries registered under the Securities Act of 1933, the Securities Act (Ontario) or any
  other similar laws in any jurisdiction, or to or from the trustee under any
  indenture under which the same is issued.


	
 

	
 


	
 

	
          (f)
  As soon as available, but in any event not later than 15 days after any
  Obligor’s receipt thereof, a copy of any and all management letters prepared
  in connection with the annual financial statement audit for an Obligor by any
  independent certified public accountants or chartered accountants of an
  Obligor.


	
 

	
 


	
 

	
(g) Such additional information as the Agent may
  from time to time reasonably request regarding the financial and business
  affairs of any Obligor or any of their Subsidiaries.





                    Documents
required to be delivered pursuant to Section 6.2(a) or (b) (to the
extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date on which such documents are posted on Holdings’
behalf on an Internet or intranet website, if any, to which each Lender and the
Agent have access (whether a commercial, third-party website or whether
sponsored by the Agent); provided that Holdings shall notify the Agent
and each Lender (by telecopier or electronic mail) of the posting of any such
documents and shall deliver paper copies of such documents to the Agent or any
Lender that requests such paper copies.


92






          6.3 Notices to the Agent.
Holdings, the Borrowers or the Guarantors shall notify the Agent (for
distribution to the Lenders) in writing of the following matters at the
following times:


	
 

	
 


	
 

	
          (a)
  Promptly, and in any event within five (5) Business Days, after a
  Responsible Officer becoming aware of any Default or Event of Default.


	
 

	
 


	
 

	
          (b)
  Promptly, and in any event within five (5) Business Days, after a
  Responsible Officer becoming aware of the assertion by the holder of any Debt
  of any Obligor or any of their Subsidiaries in a face amount in excess of
  $75,000,000, that a default exists with respect thereto or that any Obligor
  or any of their Subsidiaries is not in compliance with the terms thereof, or
  the threat in writing or the commencement by such holder of any enforcement
  action because of such asserted default or non-compliance.


	
 

	
 


	
 

	
          (c)
  Promptly, and in any event within five (5) Business Days, after a
  Responsible Officer becoming aware of any event or circumstance which would
  reasonably be expected to have a Material Adverse Effect.


	
 

	
 


	
 

	
          (d)
  Promptly, and in any event within five (5) Business Days, after a
  Responsible Officer becoming aware of any pending or threatened action, suit,
  or proceeding, by any Person, or any pending or threatened investigation by a
  Governmental Authority, in each case which would reasonably be expected
  either to result in liability of any Obligor or any Subsidiary of any Obligor
  in an amount in excess of $75,000,000 or to have a Material Adverse Effect.


	
 

	
 


	
 

	
          (e)
  Promptly, and in any event within five (5) Business Days, after a
  Responsible Officer becoming aware of any violation of any law (including any
  Environmental Law), statute, regulation, or ordinance of a Governmental
  Authority affecting any Obligor or any of their Subsidiaries, which, in any
  case, would reasonably be expected to result in liability of any Obligor or
  any of their Subsidiaries in an amount in excess of $75,000,000 or to have a
  Material Adverse Effect.


	
 

	
 


	
 

	
          (f)
  Any change in any Obligor’s state or province of incorporation or
  organization, name as it appears in the state or province, as applicable, of
  its incorporation or other organization, type of entity, organizational
  identification number, or form of organization, each as applicable, in each
  case at least ten days (or such shorter period to which the Agent may agree
  in its discretion) prior thereto.


	
 

	
 


	
 

	
          (g)
  Promptly, and in any event within five (5) Business Days, after a
  Responsible Officer of any Obligor or any ERISA Affiliate knows that an ERISA
  Event, a Pension Event or a prohibited transaction (as defined in
  Sections 406 of ERISA and 4975 of the Code) has occurred or may have
  occurred, that, alone or together, could reasonably be expected to have a
  Material Adverse Effect, and any action taken or threatened by the IRS, the
  CRA, the DOL the PBGC or the FSCO with respect thereto.





93






	
 

	
 


	
 

	
          (h)
  Upon request, or, in the event that such filing reflects a significant change
  with respect to the matters covered thereby, within five (5) Business
  Days, after the filing thereof with the PBGC, the FSCO, the DOL, the IRS or
  the CRA as applicable, copies of the following:  (i) each annual report (form 5500 series), including
  Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect
  to each Plan; (ii) a copy of each funding waiver request filed with the
  PBGC, the DOL or the IRS with respect to any Plan and all communications
  received by any Obligor or any ERISA Affiliate from the PBGC, the DOL or the
  IRS with respect to such request; and (iii) a copy of each other filing
  or notice filed with the PBGC, the DOL, the FSCO, the CRA or the IRS, with
  respect to each Pension Plan by any Obligor or any ERISA Affiliate.


	
 

	
 


	
 

	
          (i)
  Upon request, copies of each actuarial report for any Pension Plan to the
  extent applicable and required by applicable law; and within five
  (5) Business Days, after receipt thereof by any Obligor or any ERISA
  Affiliate, copies of the following:
  (i) any notice of the PBGC’s or the FSCO’s intention to terminate
  a Pension Plan or to have an administrator, trustee or like body appointed to
  administer such Pension Plan; (ii) any unfavorable determination letter
  from the IRS or the CRA or the FSCO regarding the qualification of a Pension
  Plan under Section 401(a) of the Code or the PBA; or (iii) any
  notice from a Multi-employer Plan regarding the imposition of withdrawal
  liability.


	
 

	
 


	
 

	
          (j)
  Within five (5) Business Days after the occurrence of: (i) any
  change in the benefits of any existing Plan, the establishment of any new
  Plan, or the commencement of contributions to any Plan to which any Obligor
  or any ERISA Affiliate was not previously contributing, which in any event
  increases any Obligor’s annual costs with respect thereto by an amount in
  excess of $75,000,000, or (ii) any failure by any Obligor or any ERISA
  Affiliate to make a required installment or any other required payment under
  Section 412 of the Code or the PBA on the due date for such installment
  or payment.


	
 

	
 


	
 

	
          (k)
  Within five (5) Business Days after a Responsible Officer of any Obligor
  or any ERISA Affiliate knows or has reason to know of any of the
  following:  (i) a Multi-employer
  Plan has been or will be terminated; (ii) the administrator or plan
  sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan;
  or (iii) the PBGC has instituted or will institute proceedings under
  Section 4042 of ERISA to terminate a Multi-employer Plan.


	
 

	
 


	
 

	
          (l)
  Promptly, and in any event within five (5) Business Days, after any material
  change, or a Responsible Officer becoming aware of any pending material
  change, in accounting policies or financial reporting practices (including as
  a result of a change in GAAP or the application thereof) by Holdings or any
  Subsidiary thereof.


	
 

	
 





          Each
notice given under this Section 6.3 shall be accompanied by a
statement of a Responsible Officer describing the subject matter thereof in
reasonable detail and setting forth the action that the applicable Obligor,
Subsidiary, or ERISA Affiliate has taken or proposes to take with respect
thereto.


94







          6.4
Collateral Reporting. 


                    
(a) The Obligors will furnish to the Agent (for distribution to each Lender),
(i) a Borrowing Base Certificate prepared as of the last Business Day of
each calendar month (commencing with the calendar month ending May, 2008) and
delivered to the Agent (for distribution to the Lenders) by the close of
business on the 20th day of the following calendar month, and (ii) a
Borrowing Base Certificate prepared as of the effective date of each Appraisal
and delivered to the Agent on or prior to the date such Appraisal is delivered
to the Agent.  The Borrowers and the
Guarantors acknowledge and agree that while (A) a Cash Dominion Period is
in effect or (B) Combined Borrowing Base Availability is less than
$150,000,000, the Agent may require the delivery of Borrowing Base Certificates
on a more frequent basis (with any such more frequent Borrowing Base
Certificate to be computed according to a method reasonably specified by the
Agent after consultation with the Borrowers’ Agent).  The Agent and the Lenders acknowledge and agree that the Obligors
may deliver updated Borrowing Base Certificates on a more frequent basis at the
Borrowers’ option.


                    (b)
The Obligors will furnish to the Agent (and the Agent shall distribute to each
Lender that has made a request for such information through the Agent), in such
detail as the Agent shall reasonably request, the following:


          (i)
On a monthly basis (commencing with the calendar month ending June, 2008), by
the 20th day of each calendar month, or more frequently if requested
by the Agent while (x) a Cash Dominion Period is in effect or
(y) Combined Availability is less than $150,000,000, a report showing, in
each case on an aggregate basis, (A) the Net Book Value of Eligible Rental
Equipment as of the last Business Day of the calendar month immediately prior
to the preceding calendar month, plus (B) the Net Book Value of all
purchased Eligible Rental Equipment during the preceding calendar month, minus
(C) the Net Book Value of all Eligible Rental Equipment sold during the
preceding calendar month, minus (D) depreciation of Eligible Rental
Equipment during the preceding calendar month, together with a reconciliation
to the corresponding Borrowing Base Certificate and to the Borrowers’ and
Guarantors’ general ledger.


          (ii)
On a monthly basis (commencing with the calendar month ending June, 2008), by
the 20th day of each calendar month, or more frequently if requested
by the Agent while (A) a Cash Dominion Period is in effect or
(B) Combined Availability is less than $150,000,000, a detailed
calculation of Eligible Merchandise and Consumables Inventory and Eligible
Rental Equipment as of the last Business Day of the preceding month, which
calculation shall be accompanied by a list of each item of Rental Equipment
constituting Eligible Rental Equipment that is subject to a Lease under which
any of the Borrowers’ or Guarantor’s warranty or other obligations are covered
by a bond (and which list shall specifically identify the amount of each such
bond and any such bonded obligations that are not warranty obligations).


95






          (iii)
On a monthly basis, by the 20th day of each calendar month
(commencing with the month end of June 2008), a detailed calculation of the
Equivalent Amount in Dollars as of the last Business Day of the preceding
month, of the Aggregate Canadian Revolver Outstandings, the Canadian Borrowing
Base, the U.S. Availability and the Maximum Canadian Revolver Amount, and any
excess amount described in Section 4.15.


          (iv)
As soon as reasonably practical following the Agent’s request from time to
time, a report of Eligible Rental Equipment by category and branch location as
of the last Business Day of the preceding calendar month, setting forth
(A) the gross book value, Net Book Value and depreciation of each item of
Rental Equipment, and (B) the type and serial number of each item of
Rental Equipment, together with a reconciliation to the corresponding Borrowing
Base Certificate and to the Borrowers’ and the Guarantors’ general ledger.


          (v)
As soon as reasonably practical following the Agent’s request from time to
time, such other reports as to the Collateral of the Obligors as the Agent
shall reasonably request from time to time.


          (vi)
With the delivery of each of the foregoing, if requested by the Agent, a
certificate of a Responsible Officer certifying as to the accuracy and
completeness in all material respects of the foregoing.


                    (c)
If any of any Borrower’s or Guarantor’s records or reports of the Collateral
are prepared by an accounting service or other agent, such Obligor hereby
authorizes such service or agent to deliver such records, reports, and related
documents to the Agent.


ARTICLE VII


GENERAL WARRANTIES AND REPRESENTATIONS


          Holdings,
the Borrowers and the Guarantors warrant and represent to the Agent and the
Lenders that:


          7.1
Authorization, Validity, and Enforceability of this Agreement and the Loan
Documents. Each Obligor party
thereto has the power and authority to execute, deliver and perform this
Agreement and the other Loan Documents to which it is a party, to incur the
Obligations, and to grant the Agent’s Liens.
Each Obligor party thereto has taken all necessary corporate, limited
liability company or partnership, as applicable, action (including obtaining
approval of its stockholders if necessary) to authorize its execution, delivery
and performance of this Agreement and the other Loan Documents to which it is a
party. This Agreement and the other Loan Documents to which it is a party have
been duly executed and delivered by each Obligor party thereto, and constitute
the legal, valid and binding obligations of each such Obligor, enforceable
against it in accordance with their respective terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up,
moratorium and other similar laws relating to or affecting creditors’ rights
generally and general equitable principles (whether considered in a proceeding
in equity or at law). Each Obligor’s
execution, delivery, and performance of this Agreement and the other Loan
Documents to which it is a party, and the consummation of the Transactions, do
not and will not conflict with, or constitute a violation or breach of, or
result in the imposition of any Lien (other than the Liens created by the Loan
Documents) upon the property of such Obligor or any of its Subsidiaries, by
reason of the terms of (a) any material contract, mortgage, lease,
agreement, indenture, or instrument to which such Obligor is a party or which
is binding upon it, (b) any Requirement of Law applicable to such Obligor
or any of its Subsidiaries, or (c) any Charter Documents of such Obligor
or any of its Subsidiaries. 


96






          7.2
Validity and Priority of Security Interest. The provisions of the Loan Documents create legal and valid Liens
on all the applicable Collateral in favor of the Agent for the benefit of the
Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties,
and, subject to the exceptions provided for in the Loan Documents, such Liens
(a) constitute perfected and continuing Liens on all of the Collateral,
(b) have priority over all other Liens on the Collateral, except for
Permitted Priority Liens, and (c) are enforceable against each Obligor
granting such Liens. 


          7.3
Organization and Qualification.
Each Obligor (a) is duly organized and validly existing in good
standing under the local or federal laws of the state, province or country of
its organization (except as a result of a transaction permitted under Section 8.10(b)),
(b) is qualified to do business and is in good standing in all other
jurisdictions in which the failure to maintain its qualification or good
standing would reasonably be expected to have a Material Adverse Effect, and
(c) has all requisite power and authority to conduct its business and to
own its property. 


          7.4
Corporate Name; Prior Transactions.
As of the Agreement Date, except as set forth on Schedule 7.4,
no Obligor has, during the five (5) years prior to the Agreement Date,
been known by or used any other corporate or fictitious name, or been a party
to any merger or consolidation, or acquired all or substantially all of the
assets of any Person, or acquired any material portion of its property outside
the ordinary course of its business. 


          7.5
Subsidiaries. Schedule 7.5
is a correct and complete list of the name and relationship to Holdings of each
and all of Holdings’s Subsidiaries as of the Agreement Date. Each Subsidiary (a) is duly organized
and validly existing in good standing under the laws of the jurisdiction of its
organization (except as a result of a transaction permitted under Section 8.10(b)),
(b) is qualified to do business and in good standing in each jurisdiction
in which the failure to so qualify or be in good standing would reasonably be
expected to have a Material Adverse Effect, and (c) has all requisite
power and authority to conduct its business and own its property. 


          7.6
Financial Statements; Borrowing Base Certificate and Projections. 


                    (a)
Holdings has delivered to the Agent and the Lenders the audited balance sheet
and related statements of income, retained earnings, cash flows, and changes in
stockholders equity for Holdings as of December 31, 2007, and for the
Fiscal Year then ended, accompanied by the report thereon of Holdings’s
independent certified public accountants, Ernst & Young LLP.  Holdings has also delivered to the Agent and
the Lenders (i) the unaudited balance sheet and related statements of income
and cash flows for Holdings as of March 31, 2008 and for the Fiscal Quarter
then ended and (ii) the unaudited balance sheet and related statements of
income and cash flows for Holdings as of April 30, 2008 and for the calendar
month then ended.  All such audited and
unaudited financial statements have been prepared in accordance with GAAP and
present accurately and fairly in all material respects the financial position
of Holdings and the Consolidated Parties as at the dates thereof and their
results of operations for the periods then ended, subject, in the case of such
unaudited financial statements, to normal year-end adjustments and the absence
of footnotes.


97






                    (b)
The Latest Projections when submitted to the Agent (for distribution to the
Lenders) as required herein represent Holdings’s good faith estimate of the
future financial performance of the Consolidated Parties for the periods set
forth therein (it being understood that such projections are subject to
significant contingencies and uncertainties, many of which are beyond the
control of any Consolidated Party, and no assurances can be given that such
projections will be realized).  The
Latest Projections have been prepared on the basis of the assumptions set forth
therein, which Holdings believes are fair and reasonable in light of current
and reasonably foreseeable business conditions at the time submitted to the
Lenders.


                    (c)
The pro forma balance sheet of the Consolidated Parties as at March 31, 2008,
presents fairly and accurately the Consolidated Parties’ assets and liabilities
(to the extent customarily set forth on a balance sheet) as at such date after
giving effect to the Transactions, as if such transactions had occurred on such
date and the Closing Date had been such date, and has been prepared in
accordance with GAAP, subject to the absence of footnotes.


                    (d)
The latest Borrowing Base Certificate furnished to the Agent presents
accurately and fairly in all material respects each Borrowing Base and the
calculation thereof as at the date thereof.


          7.7
Capitalization. Schedule 7.7
sets forth, in each case as of the Agreement Date (after giving effect to the
Transactions), the number of authorized shares of capital stock or similar
equity interests of each of Holdings’s Subsidiaries, the number of such shares
or other interests that are outstanding, and the names of the record and
beneficial owners of all such shares of Holdings’s Subsidiaries. All such issued and outstanding shares or
other interests are validly issued, fully paid and non-assessable. 


          7.8
Solvency. Holdings and its
Subsidiaries (on a consolidated basis) are Solvent prior to and after giving
effect to any Borrowings and the issuance of the Letters of Credit. 


          7.9
Debt and Lien. As of the
Agreement Date, after giving effect to the making of the Loans to be made on
the Closing Date, (a) Holdings and its Subsidiaries have no Debt, except
Permitted Debt and (b) no Lien except Permitted Liens exists on any property of
Holdings or any of its Subsidiaries. 


          7.10
Real Estate; Leases. As of the
Agreement Date, Schedule 7.10 sets forth, in each case as of the
Agreement Date, a correct and complete list of (i) all Real Estate owned
by Holdings or any of its Subsidiaries, and (ii) all leases and subleases
of real property held by Holdings or any of its Subsidiaries as lessee or
sublessee. As of the Agreement Date, except, in each case, as would not
reasonably be expected to have a Material Adverse Effect, all such leases are
in full force and effect, neither Holdings nor any of its Subsidiaries is in
default under any such lease or sublease, and, to the knowledge of Holdings, no
default by any other party to any such lease or sublease exists. As of the Agreement Date, Holdings or the
applicable Subsidiary has good and marketable title in fee simple to (or, in
the case of Quebec, ownership of) the Real Estate identified on Schedule 7.10
as owned by Holdings or such Subsidiary, or valid leasehold interests in all
Real Estate designated therein as “leased” by Holdings or such Subsidiary, and
Holdings and each of its Subsidiaries has good title to all of its other
material property, free of all Liens except Permitted Liens. 


98






          7.11
Proprietary Rights. 


                    (a)
To Holdings’s, the Borrowers’ and the Guarantors’ knowledge, none of the
Proprietary Rights infringes on or conflicts with any other Person’s property,
and no other Person’s property infringes on or conflicts with the Proprietary
Rights, in each case except as would not reasonably be expected to have a
Material Adverse Effect.  As of the
Agreement Date, the Proprietary Rights constitute all of the property of such
type necessary to the current and anticipated future conduct of the Borrowers’
and their Subsidiaries’ business.


                    (b)
Holdings and each of its Subsidiaries owns or is licensed or otherwise has the
right to use all of the patents, trademarks, service marks, trade names,
copyrights, contractual franchises, licenses, rights of way, authorizations and
other rights that are reasonably necessary for the operation of its businesses,
without conflict with the rights of any other Person, in each case, except as
would not reasonably be expected to have a Material Adverse Effect.  No slogan or other advertising device,
product, process, method, substance, part or other material now employed, or
now contemplated to be employed, by Holdings or any Subsidiary infringes in any
material respect upon any rights held by any other Person, except as would not
reasonably be expected to have a Material Adverse Effect.  No claim or litigation regarding any of the
foregoing is pending or threatened, which, in any case, would reasonably be
expected to have a Material Adverse Effect.


          7.12
Litigation. Except as set forth on Schedule 7.12, there is
no pending, or to Holdings’s, the Borrowers’ or the Guarantors’ knowledge
threatened, action, suit, proceeding, or counterclaim by any Person, or to
Holdings’s, the Borrowers’ or the Guarantors’ knowledge, investigation by any
Governmental Authority, which, in any case, would reasonably be expected to have
a Material Adverse Effect. 


          7.13
Labor Disputes. Except as set
forth on Schedule 7.13, as of the Agreement Date, (a) there is
no collective bargaining agreement or other labor contract covering employees
of Holdings or any of its Subsidiaries, (b) to the knowledge of Holdings,
no other labor organization has filed a petition with the National Labor
Relations Board seeking to be certified as a collective bargaining
representative of employees of Holdings or any of its Subsidiaries, and (c) there
is no pending or, to Holdings’, the Borrowers’ or the Guarantors’ knowledge,
threatened, strike, work stoppage, material unfair labor practice claim, or
other material labor dispute against or affecting Holdings or its Subsidiaries
or their employees. 


99






          7.14
Environmental Laws. Except as
set forth on Schedule 7.14 and except for any matters that,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect: 


          (a)
Holdings and its Subsidiaries are in compliance with all Environmental Laws,
and neither Holdings nor any Subsidiary nor any of the presently owned or
leased real property or presently conducted operations, nor, to any of
Holdings’ or the Borrowers’ knowledge, its previously owned or leased real
property or prior operations, is subject to any claim or liability arising out
of or in connection with any (i) any Environmental Law or
(ii) Release or threatened Release of a Contaminant.


          (b)
Each of Holdings and its Subsidiaries have obtained all permits necessary for
their current operations under Environmental Laws, all such permits are in good
standing, each of Holdings and its Subsidiaries are in compliance with all  terms and conditions of such permits and
none of such permits are not, since the Closing Date, subject to any
modification or revocation.


          (c)
Neither Holdings nor any of its Subsidiaries, nor to Holdings’s or any
Borrower’s knowledge any of its predecessors in interest with respect to the
Real Estate, has stored, treated or Released any hazardous waste or
Contaminant, which storage, treatment or Release would reasonably be expected
to result in a claim or liability under any Environmental Law.


          (d)
None of the present or, to any of Holdings’s or any Borrower’s knowledge,
former operations or real estate interests of Holdings or its Subsidiaries is
the subject of any investigation by any Governmental Authority against or
involving Holdings or any of its Subsidiaries evaluating whether any remedial
action is needed to respond to a Release or threatened Release of a
Contaminant.


          7.15
No Violation of Law. Neither
Holdings nor any of its Subsidiaries is in violation of any Law, judgment,
order or decree applicable to it, where such violation would reasonably be
expected to have a Material Adverse Effect. 


          7.16
No Default. Neither Holdings nor
any of its Subsidiaries is in default with respect to any note, indenture, loan
agreement, mortgage, lease, deed, or other agreement to which Holdings or such
Subsidiary is a party or by which it is bound except as would not reasonably be
expected to have a Material Adverse Effect. 


          7.17
ERISA Compliance. Except as
specifically disclosed in Schedule 7.17: 


          (a)
Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code, the PBA, the
Income Tax Act (Canada) and other federal or state law or other
applicable law. Each Plan which is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter
from the IRS and to the best knowledge of the Obligors, nothing has occurred
which would cause the loss of such qualification.  Each Borrower, each Guarantor and each ERISA Affiliate, as
applicable, has made all required contributions to any Plan subject to
Section 412 of the Code, the PBA or other applicable laws when due, and no
application for a funding waiver or an extension of any amortization period
(pursuant to Section 412 of the Code, or otherwise) has been made with
respect to any Plan.


100






          (b)
There are no pending or, to the best knowledge of Holdings, the Obligors,
threatened, claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan which has resulted or could reasonably be
expected to result in a Material Adverse Effect. There has been no prohibited
transaction or violation of fiduciary responsibility by an Obligor, or to the
knowledge of any Obligor, any administrator, trustee or their respective
agents, with respect to any Plan which has resulted or would reasonably be
expected to result in a Material Adverse Effect.


          (c)
Neither any Obligor nor any of its Subsidiaries has any material withdrawal
liability in connection with a Pension Plan. No Pension Event exists with
respect to any Obligor or any of its Subsidiaries. No Lien exists, choate or
inchoate, in respect of any Obligor or its Subsidiaries or their property in
connection with any Plan (save for contribution amounts not yet due).


          (d)
(i) No ERISA Event or Pension Event has occurred or is reasonably expected
to occur; (ii) no Pension Plan has any Unfunded Pension Liability that
could reasonably be expected to have a Material Adverse Effect;
(iii) neither any Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any material liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA); and (iv) neither any Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any material
liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under
Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan.


          7.18
Taxes. Except as set forth on Schedule 7.18,
Holdings and each of its Subsidiaries has filed (or has been included in) all
federal, state, provincial, foreign and other material Tax returns and reports
required to be filed, and have paid all federal, state, provincial, foreign and
other material Taxes and other governmental charges levied or imposed upon them
or their properties, income or assets otherwise due and payable, unless such
unpaid Taxes would constitute a Permitted Lien or are being Properly Contested
or are permitted under Section 8.1 to remain unpaid and past
due. There is no proposed tax
assessment against Holdings or any Subsidiary that would, if made, have a
Material Adverse Effect. 


          7.19
Regulated Entities. None of
Holdings, or any Subsidiary of Holdings, is an “Investment Company” within the
meaning of the Investment Company Act of 1940, as amended. None of Holdings, or any Subsidiary of
Holdings, is subject to regulation under the Federal Power Act, the Interstate
Commerce Act, any state public utilities code or law, or any other federal or
state statute or regulation limiting its ability to incur indebtedness or issue
Guarantees. 


          7.20
Use of Proceeds; Margin Regulations.
The proceeds of the Loans are to be used solely by the U.S. Borrowers,
the Canadian Borrowers and the Specified Loan Borrower to repay existing Debt,
to pay related fees and expenses of the Transactions and to finance their
respective ongoing working capital needs and general corporate purposes
(including, in the case of the U.S. Borrower, Permitted Acquisitions). Neither Holdings nor any of its Subsidiaries
is engaged in the business of purchasing or selling Margin Stock or extending credit
for the purpose of purchasing or carrying Margin Stock. 


101






          7.21
No Material Adverse Change. No
Material Adverse Effect has occurred since the date of the audited Financial
Statements delivered to the Lenders pursuant to Section 7.6(a). 


          7.22
Full Disclosure. None of the
representations or warranties made by Holdings or any Subsidiary in the Loan
Documents as of the date such representations and warranties are made or deemed
made, and none of the statements contained in any exhibit, report, statement or
certificate furnished by or on behalf of Holdings or any Subsidiary in
connection with the Loan Documents (including the offering and disclosure
materials delivered by or on behalf of the Borrowers to the Lenders prior to
the Agreement Date but excluding projections) as of the date furnished, taken
as a whole, contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not
materially misleading as of the time when made or delivered. 


          7.23
Government Authorization. No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, Holdings or any of its Subsidiaries of this Agreement or
any other Loan Document, other than (i) those that have been obtained or
made and are in full force and effect and (ii) where failure to obtain,
effect or make any such approval, consent, exemption, authorization, or other
action, notice or filing would not reasonably be expected to have a Material
Adverse Effect. 


          7.24
Rental Equipment. Each Obligor
that owns Rental Equipment holds such Rental Equipment for sale, rent or use,
and (except in the case of Titled Goods of a kind that are not held for sale or
rent) is in the business of selling or renting goods of that kind. 


          7.25
Leases. Each Lease is a valid
and legally binding agreement between a Borrower or a Guarantor and the lessee
party thereto, has been duly executed and delivered by such Borrower or such
Guarantor and, to such Borrower’s or Guarantor’s knowledge, such lessee, and is
enforceable against such Borrower or such
Guarantor, as applicable, in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
winding up, moratorium and other similar laws relating to or affecting
creditors’ rights generally and general equitable principles (whether
considered in a proceeding in equity or at law). 


          7.26
Anti-Terrorism Laws. To the best
of its knowledge, none of Holdings nor any of its Subsidiaries or other
Affiliates is in violation of any applicable Anti-Terrorism Law, or engages in
any transaction that attempts to violate, or otherwise evades or avoids (or has
the purpose of evading or avoiding) any prohibitions set forth in any
applicable Anti-Terrorism Law. None of
Holdings nor any of its Subsidiaries or other Affiliates (a) is a Blocked
Person; (b) to the best of its knowledge, conducts any business or engages
in making or receiving any contribution of funds, goods or services to or for
the benefit of any Blocked Person; (c) to the best of its knowledge, has
any of its assets in a Blocked Person; (d) deals in, or otherwise engages
in any transaction relating to, any assets or property blocked pursuant to
Executive Order No. 13224; or (e) derives any of its operating income from
investments in or (to the best of its knowledge) transactions with a Blocked
Person. 


102






          7.27
Confidential Information Memorandum. The Company has reviewed the
information contained in the Confidential Information Memorandum. The information contained in the
Confidential Information Memorandum with respect to the Company (excluding the
projections and forward-looking statements) does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which the statements were made, not materially misleading. With respect
to any projections or forward-looking statements included in the Confidential
Information Memorandum, they are based on assumptions and estimates developed
in good faith by management of the Company, and the Company believes such
assumptions and estimates to be reasonable as of the date of the Confidential
Information Memorandum (it being understood and agreed that (i) whether or
not such projections or forward looking statements are in fact achieved will
depend upon future events some of which are not within the control of the
Company, and accordingly, actual results may vary from the projections and such
variations may be material and (ii) the projections included in the
Confidential Information Memorandum should not be regarded as a representation
by the Company that the projected results will be achieved). 


          7.28
Insurance. The properties of
Holdings and its Subsidiaries are insured with financially sound and reputable
insurance companies not Affiliates of Holdings, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
Holdings or the applicable Subsidiary operates. 


          7.29
Casualty, Etc. Neither the
businesses nor the properties of any Obligor or any of its Subsidiaries are
affected by any fire, explosion, accident, strike, lockout or other labor
dispute, drought, storm, hail, earthquake, embargo, act of God or of the public
enemy or other casualty (whether or not covered by insurance) that, either
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect. 


          7.30
Designation of Senior Debt. The
Obligations are “Designated Senior Indebtedness” (or any similar term) under
the terms of each Subordinated Debt. 


ARTICLE VIII


AFFIRMATIVE AND NEGATIVE COVENANTS


          Holdings
and the other Obligors covenant to the Agent and each Lender that so long as
any of the Commitments are outstanding and until Full Payment of the
Obligations:


          8.1
Taxes and Other Obligations.
Holdings shall, and shall cause each of its Subsidiaries to,
(a) file when due all federal, state, provincial, foreign and other
material Tax returns and other reports which it is required to file;
(b) pay, or provide for the payment of, when due, all federal, state,
provincial, foreign and other material Taxes (including all Indemnified Taxes
and Other Taxes required to be paid by it under Section 5.1) and
all other material Taxes imposed upon it or upon its property, income and
franchises, make all withholding and other Tax deposits required by applicable
law, and establish adequate reserves for the payment of all such material
items, and provide to the Agent, upon request, reasonably satisfactory evidence
of its timely compliance with the foregoing; and (c) pay when due all
lawful claims which, if unpaid, would by law become a Lien upon the properties
of Holdings or any of its Subsidiaries; provided, however,
neither Holdings nor any of its Subsidiaries need pay any Tax or claim of a
Person described in this Section 8.1 as long as such Tax or claim
is being Properly Contested. 


103






          8.2
Legal Existence and Good Standing.
Holdings shall, and shall cause each of its Subsidiaries to, maintain
(a) its legal existence and good standing in its jurisdiction of
organization (except as a result of a transaction permitted under Section 8.10(b)),
and (b) its qualification and good standing in all other jurisdictions in
which the failure to maintain its qualification or good standing would
reasonably be expected to have a Material Adverse Effect. 


          8.3
Compliance with Law and Agreements; Maintenance of Licenses. Holdings shall comply, and shall cause each
of its Subsidiaries to comply, with all Requirements of Law of any Governmental
Authority having jurisdiction over it or its business (including the Federal
Fair Labor Standards Act, all Anti-Terrorism Laws and all Environmental Laws),
except where noncompliance would not reasonably be expected to have a Material
Adverse Effect. Holdings shall, and shall cause each of its Subsidiaries to, obtain
and maintain all licenses, permits, franchises, and governmental authorizations
necessary to own its property and to conduct its business as conducted on the
Agreement Date, except where the failure to so obtain and maintain such
licenses, permits, franchises, and governmental authorizations would not
reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries
shall modify, amend or alter any of its Charter Documents, other than in a
manner which does not in any respect adversely affect the rights of the Lenders
or the Agent. 


          8.4
Maintenance of Property, Inspection. 


          (a)
Holdings shall, and shall cause each of its Subsidiaries to, maintain all of
its material property necessary and useful in the conduct of its business, in
good operating condition and repair (or, in the case of Rental Equipment and
Inventory, in saleable, useable or rentable condition), ordinary wear and tear
and casualty events accepted.


          (b)
Holdings shall, and shall cause each of its Subsidiaries to, permit
representatives and independent contractors of the Agent (at the expense of the
Borrowers) to visit and inspect any of such Borrower’s, such Guarantor’s or any
of their Subsidiaries’ properties, to examine such Borrower’s, such Guarantor’s
and such Subsidiaries’ corporate, financial and operating records, and make
copies thereof or abstracts therefrom, to examine and audit the Collateral, and
to discuss such Borrower’s, such Guarantor’s and such Subsidiaries’ affairs,
finances and accounts with their respective directors, officers and independent
public accountants, at such reasonable times during normal business hours, upon
reasonable advance notice to the Borrowers’ Agent; provided, however,
(i) if no Event of Default exists, the Obligors shall not be responsible
for the expense of such inspections and audits more than two (2) times
(or, if any such inspection and audit is conducted when Combined Availability
is less than or equal to 15% of the Maximum Revolver Amount, three (3) times)
during any period of twelve consecutive calendar months commencing on or after
the Agreement Date, and (ii) when an Event of Default exists, the Agent or
any Lender may do any of the foregoing at the expense of the Obligors at any time
during normal business hours and with reasonable advance notice.  Each Obligor shall, and shall cause each of
its Subsidiaries to, deliver to the Agent any instrument necessary for the
Agent to obtain records from any service bureau maintaining records for such
Borrower, Guarantor or Subsidiary.


104






          (c)
The Obligors shall cooperate with the Agent and its representatives and
independent contractors (such cooperation to include the Borrowers making the
books and records, Collateral and personnel of the Obligors and their
Subsidiaries available to the Agent and its representatives and independent
contractors) in order to enable the Agent to obtain an Appraisal of the Rental
Equipment at such times as the Agent may require in its discretion.  The Agent shall select any and all
appraisers in its sole discretion (but unless an Event of Default exists, the
Agent shall use reasonable efforts to consult with (but without the necessity
of the consent of) the Borrowers’ Agent).
Absent the occurrence of an Event of Default, during each period of
twelve consecutive calendar months commencing on or after the Agreement Date,
the Agent shall, at the Borrowers’ expense, conduct Appraisals of the Rental
Equipment not more than two (2) times during any such period.  Additionally, (x) at any time when
Combined Availability is less than or equal to 15% of the Maximum Revolver
Amount, the Agent may, at the Borrowers’ expense, conduct an additional
Appraisal of the Rental Equipment at such time, and (y) at any time an
Event of Default has occurred and is continuing, the Agent shall have the right
to conduct further Appraisals of the Collateral in its reasonable discretion at
the Borrowers’ expense.  Furthermore, at
the Borrowers’ Agent’s request, the Agent may conduct further Appraisals of the
Collateral in its reasonable discretion at the Borrowers’ expense.


          8.5
Insurance. 


          (a)
The Borrowers and their Subsidiaries shall maintain, with financially sound and
reputable insurers having a rating of at least A or better by Best Rating
Guide, insurance on Rental Equipment rented under Leases for one hundred
percent (100%) of the full insurable replacement value thereof from time to
time, against theft, loss or damage by fire, lightning, windstorm, hail, explosion,
flood, smoke damage, sprinkler leakage, vandalism, malicious mischief, all
other perils and casualties insured against under “extended coverage” or “all
risk” policies, under policies reasonably acceptable to the Agent.


          (b)
Without limiting the foregoing requirements, the Obligors and their
Subsidiaries shall maintain, and shall cause each of their Subsidiaries to
maintain, with financially sound and reputable insurers having a rating of at
least A or better by Best Rating Guide, insurance with respect to all other
Collateral against loss or damage by fire with extended coverage, theft,
burglary, pilferage and loss in transit, as well as insurance against public
liability and third party property damage, larceny, embezzlement, business interruption,
and such other hazards or of such other types as is customary for Persons
engaged in the same or similar business, as the Agent, in its reasonable
discretion, shall specify, in amounts, and under policies reasonably acceptable
to the Agent.  Without limiting the
foregoing, the Obligors and their Subsidiaries shall also maintain flood
insurance for all of the Rental Equipment and Equipment of the Obligors and
their Subsidiaries which is, at any time, located within an area that has been
identified by a Governmental Authority (including, by the Director of the
Federal Emergency Management Agency) as a Special Flood Hazard Area.


105






          (c)
The Borrowers shall, and shall cause their Subsidiaries to, cause the Agent,
for the ratable benefit of the Agent and the other Secured Parties, to be named
as secured parties or first mortgagees and sole co-loss payees or additional
insured, in a manner reasonably acceptable to the Agent, under all insurance
policies required to be maintained by the Borrowers and their Subsidiaries
under clauses (a) and (b) above.  Each such policy of insurance shall contain a clause or
endorsement requiring the insurer to give not less than thirty days prior
written notice to the Agent in the event of cancellation of the policy for any
reason whatsoever and a clause or endorsement stating that the interest of the
Agent shall not be impaired or invalidated by any act or neglect of any
Borrower or any of their Subsidiaries or the owner of any Real Estate for
purposes more hazardous than are permitted by such policy.  All premiums for such insurance shall be
paid by the Borrowers when due, and certificates of insurance and, if requested
by the Agent, photocopies of the policies, shall be delivered to the
Agent.  If the Borrowers or their
Subsidiaries fail to procure such insurance or to pay the premiums therefor
when due, the Agent may, and at the direction of the Required Lenders shall, do
so from the proceeds of Revolving Loans, on a pro rata basis.


          8.6
Insurance and Condemnation Proceeds.
The Obligors shall promptly notify the Agent (for distribution to the
Lenders) of any loss, damage, or destruction, from a single casualty event, of
Collateral with a net book value in excess of $5,000,000, whether or not
covered by insurance. While an Event of
Default has occurred and is continuing, the Agent is hereby authorized to
collect all insurance and condemnation proceeds in respect of Collateral
directly and, after deducting from such proceeds the reasonable expenses, if any,
incurred by the Agent in the collection or handling thereof, to apply such
proceeds, ratably, to the reduction of the applicable Obligations in the order
provided for in Section 4.7.
So long as no Event of Default has occurred and is continuing, the Agent
shall permit the Obligors to use such proceeds, or any part thereof, for any
purpose permitted under this Agreement.
If an Event of Default has occurred and is continuing, the Obligors
shall remit an amount equal to such proceeds (if the Agent has not received
such proceeds) to the Agent for application to the applicable Obligations in
accordance with Section 4.7. 


          8.7
Environmental Laws. Holdings
shall, and shall cause each of its Subsidiaries to, conduct its business in
compliance with all applicable Environmental Laws, except where noncompliance
would not reasonably be expected to have a Material Adverse Effect. Holdings
shall, and shall cause each of its Subsidiaries to, take reasonably prompt and
reasonably appropriate action to respond to any non-compliance with, or
liability under, Environmental Laws that would reasonably be expected to have a
Material Adverse Effect. 


          8.8
Compliance with ERISA. Holdings shall, and shall cause each of its ERISA
Affiliates and Subsidiaries to: (a) maintain
each Plan in compliance in all material respects with the applicable provisions
of ERISA, the Code, the PBA, the
Income Tax Act (Canada) and other applicable federal, state or
provincial law; (b) cause each applicable Pension Plan intended to be
qualified under Section 401 of the Code to be so qualified; (c) make
all required contributions to any Plan when due; (d) not engage in a
prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that would reasonably be expected to have a Material
Adverse Effect; (e) not engage in a transaction that could be subject to
Section 4069 or 4212(c) of ERISA, and (f) ensure that no Plan has an
Unfunded Pension Liability. 


106






          8.9
Accounting Changes. Neither Holdings
nor any of its Subsidiaries shall make any change in accounting policies or
reporting practices, except as required or permitted by GAAP. 


          8.10
Mergers, Consolidations or Sales.
Neither Holdings nor any of its Subsidiaries shall merge, amalgamate,
reorganize, or consolidate, or consummate any Asset Disposition, or wind up,
liquidate or dissolve, except: 


          (a)
transfers of condemned or expropriated property to the applicable Governmental
Authority or agency that has condemned or expropriated the same (whether by
deed in lieu of condemnation or otherwise), and transfers of properties that
have been subject to a casualty to the applicable insurer of such property or
its designee as part of an insurance settlement;


          (b)
(i) any Obligor or any Subsidiary of an Obligor, in each case excluding
Holdings and the Company, may be merged or amalgamated with or into any Obligor
that is domiciled and is resident in the same country as such Obligor or
Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its
business, property or assets may be conveyed, sold, leased, transferred or
otherwise disposed of, in one transaction or a series of transactions, to any
such Obligor; provided, in the case of such a merger or amalgamation,
the continuing or surviving Person shall be an Obligor (or, if Holdings or the
Company is involved, Holdings or the Company, as the case may be);


          (ii)
any Subsidiary that is not an Obligor may be merged or amalgamated with or into
any other Subsidiary that is not an Obligor, or be liquidated, wound up or
dissolved, or all or any part of its business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of, in one
transaction or a series of transactions, to any other Subsidiary that is not an
Obligor; and


          (iii)
any Immaterial Subsidiary may be liquidated, wound up or dissolved;


          (c)
Asset Dispositions pursuant to transactions permitted under Section 8.20;


          (d)
Asset Dispositions of any Non-Core Business; and


          (e)
Asset Dispositions not otherwise permitted by this Section 8.10 so
long as (i) after giving effect thereto Combined Availability is at least
15% of the Combined Borrowing Base, (ii) such Asset Disposition is for
consideration at least 75% of which is cash and (iii) before and after giving
effect thereto, no Event of Default has occurred and is continuing;


provided
that in each case the Borrowers shall comply with Section 4.3(a) with
respect to each such Asset Disposition.


107






          8.11
Distributions; Restricted Investments.
Neither any Borrower nor any of its Subsidiaries shall (a) directly
or indirectly declare or make, or incur any liability to make, any
Distribution, except Permitted Distributions, or (b) make any Investment,
except Permitted Investments. 


          8.12
Guarantees. Neither any Borrower nor any of its Subsidiaries shall make,
issue, or become liable on any Guaranty, except Permitted Guarantees. 


          8.13
Debt. Neither Holdings nor any
of its Subsidiaries shall incur or maintain any Debt, other than the following
Debt incurred by any Borrower or any of its Subsidiaries (collectively, “Permitted
Debt”): 


          (a)
the Obligations;


          (b)
Debt described on Schedule 8.13, and any Refinancing Debt thereof;


          (c)
(i) Capital Leases and purchase money secured Debt incurred to purchase any
equipment that is not Rental Equipment held for sale or lease, provided
that (A) all Liens securing the same attach only to the equipment acquired
by the incurrence of such Debt and (B) the aggregate principal amount of
such Debt (including Capital Leases) outstanding does not exceed $150,000,000
at any time; and (ii) purchase money secured Debt incurred to purchase in the
ordinary course of its business any Rental Equipment that is held for sale or
lease, provided that (A) all Liens securing the same attach only to
the Rental Equipment acquired by the incurrence of such Debt and (B) the
aggregate principal amount of such Debt (including Capital Leases) outstanding
does not exceed $20,000,000 at any time;


          (d)
Debt of any Subsidiary that is not an Obligor to any Obligor, the net amount of
which Debt incurred during any Fiscal Year, taken together with the amount of
any Investments during any Fiscal Year (as reduced by any return of capital in
respect of any such Investment during such Fiscal Year) made under clause
(i) of the definition of “Permitted Investments” during such Fiscal Year
and the amount of Debt incurred under clause (p)(ii) of this Section 8.13
during such Fiscal Year, does not exceed
$10,000,000 (provided that the unused portion of such amount for
any Fiscal year may be carried forward to successive Fiscal Years); provided
that Debt incurred under this clause (d), when taken together with
Investments made under clause (i) of the definition of “Permitted
Investments” and Debt incurred under clause (p)(ii) of this Section 8.13,
shall not exceed $25,000,000 in the aggregate outstanding at any time;


          (e)
Debt incurred under Hedge Agreements entered into by a Borrower or Subsidiary;


          (f)
Guarantees permitted under Section 8.12;


108






          (g)
Debt arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument drawn against insufficient funds, provided
that such Debt is extinguished within five Business Days of its incurrence;


          (h)
Debt of any Obligor to another Obligor;


          (i)
Debt of any Subsidiary that is not an Obligor to any other Subsidiary that is
not an Obligor;


          (j)
Debt of any Obligor or Subsidiary in respect of performance bonds, bid bonds,
appeal bonds, surety bonds and similar obligations, in each case provided in
the ordinary course of business;


          (k)
Debt of any Obligor or Subsidiary that is subordinated to the payment in full
of the Obligations on terms and conditions satisfactory to the Agent; provided
that (i) such Debt matures on or after, and requires no scheduled payments
of principal prior to, the date that is six months after the Stated Termination
Date and (ii) both before and immediately after the incurrence of such
Debt, the Obligors are in compliance with the financial covenants set forth in
Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect
or such covenants are otherwise effective);


          (l)
other Debt in an aggregate outstanding principal amount for all Obligors and
Subsidiaries not to exceed $50,000,000 at any time;


          (m)
Debt representing deferred compensation, severance and health and welfare
retirement benefits to current and former employees of Holdings and its
Subsidiaries incurred in the ordinary course of business;


          (n)
Debt consisting of obligations of Holdings or its Subsidiaries under deferred
compensation or other similar arrangements incurred by such Person in
connection with Permitted Acquisitions or any other Investment permitted
hereunder;


          (o)
Debt consisting of the financing of insurance premiums;


          (p)
Debt incurred in connection with customary cash management practices of any
Obligor or any Subsidiary of an Obligor owing (i) to any Obligor or
(ii) to any Subsidiary, the amount of which incurred during any Fiscal
Year, taken together with the amount of any Investments during any Fiscal Year
(as reduced by any return of capital in respect of any such Investment during
such Fiscal Year) made under clause (i) of the definition of “Permitted
Investments” during such Fiscal Year and the amount of Debt incurred under clause
(d) of this Section 8.13 during such Fiscal Year, does not
exceed  $10,000,000 (provided
that the unused portion of such amount for any Fiscal year may be carried
forward to successive Fiscal Years); provided that Debt incurred under
this clause (p)(ii), when taken together with Investments made under clause
(i) of the definition of “Permitted Investments” and Debt incurred under clause
(d) of this Section 8.13, shall not exceed $25,000,000 in the
aggregate outstanding at any time;


109






          (q)
(i) Non-Recourse Debt of any Receivables Entity in respect of any Qualified
Receivables Transactions and (ii) any Debt under Standard Securitization
Undertakings;


          (r)
Debt secured by Real Estate of the Obligors and their Subsidiaries pursuant to
transactions permitted under Section 8.20;


          (s)
Debt of any Subsidiary that is not an Obligor; provided that (i) such
Debt is not guaranteed by any Obligor, (ii) the holder of such Debt does not
have, directly or indirectly, any recourse to any Obligor, whether by reason or
representations or warranties, agreement of the parties, operation of law or
otherwise, and (iii) such Debt is not secured by any assets other than assets
of such Subsidiary;


          (t)
unsecured Debt of Holdings, provided that (i) such Debt matures on
or after, and requires no scheduled payments of principal or any sinking fund
or similar payments prior to, the date that is six months after the Stated
Termination Date, and (ii) both before and immediately after the
incurrence of such Debt, the Obligors are in compliance with the financial
covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant
Trigger is in effect or such covenants are otherwise effective); and


          (u)
other unsecured Debt in an aggregate outstanding principal amount for all
Borrowers and Subsidiaries not to exceed $200,000,000 at any time; provided
that (i) such Debt matures on or after, and requires no scheduled payments
of principal or any sinking fund or similar payments prior to, the date that is
six months after the Stated Termination Date and (ii) both before and
immediately after the incurrence of such Debt, the Obligors are in compliance
with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of
whether a Covenant Trigger is in effect or such covenants are otherwise
effective).


          For
purposes of determining compliance with this Section 8.13, in the
event that an item of Debt meets the criteria of more than one of the types of
Debt described in the above clauses, Holdings, in its sole discretion, may
classify and reclassify such item of Debt and only be required to include the
amount and type of such Debt in one of such clauses.


          8.14
Prepayments of Debt. Neither
Holdings nor any of its Subsidiaries shall prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner, or
make any payment in violation of any subordination terms of, any Debt, except
(i) the prepayment of the Loans in accordance with the terms of this Agreement,
(ii) the prepayment of any Debt payable to any Borrower, (iii) regularly
scheduled repayments or redemptions of Permitted Debt, (iv) the payment of any
obligations in respect of any Qualifying Receivables Transactions, (v) any
prepayments or redemptions of any Permitted Debt in connection with any
refinancing or replacement thereof with any Refinancing Debt thereof, (vi) any
prepayment of any Permitted Debt required as a result of any sale, lease,
transfer or other disposition of any property securing such Permitted Debt to
the extent that such security is permitted under this Agreement and (vii) any
such prepayment, redemption, purchase, defeasance, satisfaction or payment at
any time so long as at such time, after giving pro forma effect thereto, (A)
Holdings and its Subsidiaries would be in compliance with Sections 8.22 and
8.23, regardless of whether a Covenant Trigger shall have occurred or
whether the covenants contained therein are otherwise effective (measured as of
the last day of the most recently ended Fiscal Quarter for which financial
statements were delivered in accordance with Section 6.2) and (B) either
(1) the Combined Availability shall exceed 20% of the Maximum Revolver Amount
or (2) (x) the Combined Availability shall exceed the greater of $200,000,000
and 15% of the Maximum Revolver Amount and (y) the aggregate amount of such
prepayments, redemptions, purchases, defeasance, satisfaction or payments
pursuant to this Section 8.14(vii) does not exceed $75,000,000 in any
Fiscal Year.  


110






          8.15
Transactions with Affiliates.
Except as set forth below, neither Holdings nor any of its Subsidiaries
shall sell, transfer, distribute, or pay any money or property, including, but
not limited to, any fees or expenses of any nature (including, but not limited
to, any fees or expenses for management services), to any Affiliate, or lend or
advance money or property to any Affiliate, or invest in (by capital
contribution or otherwise) or purchase or repurchase any stock or indebtedness,
or any property, of any Affiliate, or become liable on any Guaranty of the
indebtedness, dividends, or other obligations of any Affiliate. Notwithstanding the foregoing, the following
shall be permitted: (a) transactions with Affiliates expressly permitted
hereunder with respect to Affiliates and transactions among Obligors,
(b) compensation and indemnity arrangements with officers, directors and
employees in the ordinary course of business, (c) Holdings and its
Subsidiaries may engage in transactions with Affiliates and Subsidiaries that
are not Obligors on terms no less favorable to Holdings and its Subsidiaries
than would be obtained in a comparable arm’s-length transaction with a third
party who is not an Affiliate, (d) reasonable and customary fees and
expense reimbursements paid to the members of the Boards of Directors of the
Obligors (and their direct or indirect parent entities), and
(e) transactions set forth on Schedule 8.15 attached hereto. 


          8.16
Investment Banking and Finder’s Fees.
Neither Holdings nor any of its Subsidiaries shall pay or agree to pay,
or reimburse any other party with respect to, any investment banking or similar
or related fee, underwriter’s fee, finder’s fee, or broker’s fee to any Person
in connection with this Agreement, except fees payable to the Agent and the
Arrangers as described in the Fee Letter. 


          8.17
Business Conducted. Holdings and
its Subsidiaries shall not engage at any time in any line of business other
than the lines of business currently conducted by it and businesses reasonably
related or ancillary thereto. 


          8.18
Liens. Neither Holdings nor any
of its Subsidiaries shall create, incur, assume, or permit to exist any Lien on
any property now owned or hereafter acquired by any of them, except Permitted
Liens. 


          8.19
Restrictive Agreements. Neither Holdings nor any of its Subsidiaries
shall enter into, incur or permit to exist any agreement or other arrangement
that prohibits, restricts or imposes any condition upon the ability of any
Subsidiary of the Company to pay dividends or other Distributions with respect
to any of its equity interests or to make or repay loans or advances to the
Company or any other Subsidiary or to guarantee Debt of the Company or any
other Subsidiary; provided that (a) the foregoing shall not apply
to restrictions and conditions imposed by law or by any Loan Document,
(b) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
so long as such restrictions and conditions apply only to the Subsidiary that
is to be sold and such sale is permitted hereunder, and (c) the foregoing
shall not apply to restrictions and conditions imposed on any Foreign Subsidiary
that is not an Obligor by the terms of any Debt of such Foreign Subsidiary
permitted to be incurred hereunder. 


111






          8.20
Sale and Leaseback Transactions.
Neither Holdings nor any of its Subsidiaries shall, directly or
indirectly, enter into any arrangement with any Person providing for Holdings
or such Subsidiary to lease or rent property that Holdings or such Subsidiary
has sold or will sell or otherwise transfer to such Person, other than
transfers of Real Estate; provided that before and after giving effect
to any such transfer, no Event of Default has occurred and is continuing. 


          8.21
Fiscal Year. Holdings and its
Subsidiaries shall not change their Fiscal Year. 


          8.22
Fixed Charge Coverage Ratio.  


                    (a)
During the period from the Closing Date to the first anniversary thereof, the
Borrowers will not permit the Fixed Charge Coverage Ratio, measured as of the
last day of the most recently ended Fiscal Quarter for which financial
statements were required to have been delivered in accordance with Section 6.2,
and for the period of four Fiscal Quarters then ending, to be less than 1.10 to
1.0;


                    (b)
(i) If, on the first anniversary of the Closing Date, the Combined Availability
shall be at least equal to 20% of the Maximum Revolver Amount, then clause
(c) below shall apply at all times on and after such anniversary; and 


          (ii)
If, on the first anniversary of the Closing Date, the Combined Availability
shall be less than 20% of the Maximum Revolver Amount, then 


          (A)
the Borrowers’ covenant to maintain a minimum Fixed Charge Coverage Ratio of no
less than 1.10 to 1.0 as described in clause (a) above shall continue to
apply on and after such anniversary until the first date (the “First Date”)
on which the Combined Availability shall be at least equal to 20% of the
Maximum Revolver Amount; provided that the minimum Fixed Charge Coverage
Ratio for purposes of such covenant shall be increased to 1.15 to 1.0 after
December 31, 2011, and


          (B)
on and after the First Date, clause (c) below shall apply at all times;
and


                    (c)
At any time on and after the applicable date described in clause (b)(i) or
(b)(ii)(B) above, in the event that Combined Availability at any time is
less than 10% of the Maximum Revolver Amount (any such event being a “Covenant
Trigger”), then, as of the date of such Covenant Trigger (each such date, a
“Covenant Trigger Date”) and thereafter until the date on which the
Combined Availability shall have been at least equal to 10% of the Maximum
Revolver Amount for 30 consecutive days (each such period commencing on a
Covenant Trigger Date and ending on such date, a “Covenant Trigger Period”),
and during any Covenant Trigger Period thereafter, the Borrowers will not
permit the Fixed Charge Coverage Ratio, measured as of the last day of the most
recently ended Fiscal Quarter for which financial statements were required to
have been delivered in accordance with Section 6.2, for the period
of four Fiscal Quarters then ending, (i) in the case of a Covenant Trigger
Date during any period ending on or prior to December 31, 2011, to be less than
1.10 to 1.0 and (ii)  in the case of a Covenant Trigger Date during any
period ending after December 31, 2011, to be less than 1.15 to 1.0.


112






          8.23
Senior Secured Leverage Ratio.  


                    (a)
During the period from the Closing Date to the first anniversary thereof, the
Borrowers will not permit the Senior Secured Leverage Ratio, measured as of the
last day of the most recently ended Fiscal Quarter for which financial
statements were required to have been delivered in accordance with Section 6.2,
and for the period of four Fiscal Quarters then ending, to be greater than 1.75
to 1.0;


                    (b)
(i) If, on the first anniversary of the Closing Date, the Combined Availability
shall be at least equal to 20% of the Maximum Revolver Amount, then clause
(c) below shall apply at all times on and after such anniversary; and 


          (ii)
If, on the first anniversary of the Closing Date, the Combined Availability
shall be less than 20% of the Maximum Revolver Amount, then 


          (A)
the Borrowers’ covenant to maintain a maximum Senior Secured Leverage Coverage
Ratio of no more than 1.75 to 1.0 as described in clause (a) above shall
continue to apply on and after such anniversary until the First Date, and


          (B)
on and after the First Date, clause (c) below shall apply at all times;
and


                    (c)
At any time on and after the applicable date described in clause (b)(i) or
(b)(ii)(B) above, in the event that a Covenant Trigger occurs, then, as of
the Covenant Trigger Date and thereafter until the end of the applicable
Covenant Trigger Period, and during any Covenant Trigger Period thereafter, the
Borrowers will not permit the Senior Secured Leverage Ratio, measured as of the
last day of the most recently ended Fiscal Quarter for which financial
statements were required to have been delivered in accordance with Section 6.2,
and for the period of four Fiscal Quarters then ending, to be greater than 1.50
to 1.0.


          8.24
Anti-Terrorism Laws. To the best
of its knowledge, neither Holdings nor any of its Subsidiaries shall
(a) conduct any business or engage in any transaction or dealing with any
Blocked Person, including the making or receiving any contribution of funds,
goods or services to or for the benefit of any Blocked Person, (b) deal
in, or otherwise engage in any transaction relating to, any assets or property
blocked pursuant to Executive Order No. 13224, or (c) engage in any
transaction that attempts to violate, or evades or avoids (or has the purpose
of evading or avoiding) any prohibitions set forth in any applicable
Anti-Terrorism Law. 


113






          8.25
Additional Obligors. 


                    (a)
In the event that any U.S. Obligor organizes, creates or acquires any
Subsidiary after the Agreement Date, the U.S. Obligors shall, within thirty
(30) days (or such longer period to which the Agent may reasonably agree)
after the organization, creation or acquisition of such Subsidiary, (i) if
such Subsidiary is not a Receivables Entity, Immaterial Subsidiary or Foreign
Subsidiary that is a “controlled foreign corporation” under Section 957 of
the Code, cause such Subsidiary to become a party to this Agreement as a U.S.
Guarantor by (A) causing such Subsidiary to execute a Security Agreement
Supplement (as defined in the Security Agreements), a Guaranty Supplement (as
defined in the Guarantee Agreements) and an applicable Intellectual Property
Security Agreement and (B) delivering such other documentation as the
Agent may reasonably request in connection with the foregoing, including
appropriate UCC-1 or PPSA financing statements (and lien searches), security agreements,
trademark assignments, landlord waivers, an amendment to the applicable
Security Agreement so as to grant the Agent a first priority security interest
in the equity interests of such Subsidiary owned by such U.S. Obligor,
certified resolutions and other organizational and authorizing documents of
such U.S. Obligor and such Subsidiary, and, if requested by the Agent,
favorable opinions of counsel to such U.S. Obligor and such Subsidiary (which
shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above), all in form, content
and scope reasonably satisfactory to the Agent, and (ii) if such
Subsidiary is a Foreign Subsidiary that is a “controlled foreign corporation”
under Section 957 of the Code, deliver an amendment to the applicable
Security Agreement (and, if reasonably requested by the Agent, a local law
pledge agreement) so as to grant the Agent a first priority security interest
in all of the equity interests of such Subsidiary owned
by such U.S. Obligor (provided that no more than 65% of the voting equity interests of such U.S.
Obligor shall be pledged to secure any U.S. Obligations), certified resolutions
and other organizational and authorizing documents of such U.S. Obligor and such
Subsidiary, and, if requested by the Agent, favorable opinions of counsel to
such U.S. Obligor, all in form, content and scope reasonably satisfactory to
the Agent.  The provisions of this
Section shall not in any manner limit the restrictions on Investments set
forth in Section 8.11.
Notwithstanding anything herein to the contrary, at no time shall an
asset of a “controlled foreign corporation” under Section 957 of the Code
serve as U.S. Collateral for the U.S. Obligations hereunder.


                    (b)
In the event that any Canadian Obligor organizes, creates or acquires any
Subsidiary after the Agreement Date, the Canadian Obligors shall, within thirty
(30) days (or such longer period to which the Agent may reasonably agree)
after the organization, creation or acquisition of such Subsidiary, if such
Subsidiary is not a Receivables Entity or Immaterial Subsidiary, cause such
Subsidiary to become a party to this Agreement as a Canadian Guarantor by
(i) causing such Subsidiary to execute and become party to the Canadian
Guarantee Agreement and (ii) delivering such other documentation as the
Agent may reasonably request in connection with the foregoing, including
appropriate UCC-1 or PPSA financing statements (and lien searches), security
agreements, trademark assignments, landlord waivers, an amendment to the
applicable Security Agreement so as to grant the Agent a first priority
security interest in the equity interests of such Subsidiary owned by such
Canadian Obligor, certified resolutions and other organizational and
authorizing documents of such Canadian Obligor and such Subsidiary, and, if
requested by the Agent, favorable opinions of counsel to such Canadian Obligor
and such Subsidiary (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above), all in form, content and scope reasonably satisfactory to the
Agent.  The provisions of this
Section shall not in any manner limit the restrictions on Investments set
forth in Section 8.11.


114






                    (c)
Notwithstanding the foregoing, after the Agreement Date the Borrowers shall
not, directly or indirectly, create, acquire or permit to exist any Subsidiary
that is a parent company of an Obligor that does not itself become an Obligor
under this Section 8.25, as applicable.


          8.26
Compliance with Terms of Leaseholds.
Make all payments and otherwise perform all obligations in respect of
all leases of real property to which Holdings or any of its Subsidiaries is a
party, keep such leases in full force and effect and not allow such leases to
lapse or be terminated or any rights to renew such leases to be forfeited or
cancelled, notify the Agent of any default by any party with respect to such
leases and cooperate with the Agent in all respects to cure any such default,
and cause each of its Subsidiaries to do so, except, in any case, where the
failure to do so, either individually or in the aggregate, would not be
reasonably likely to have a Material Adverse Effect. 


          8.27
Bank and Securities Accounts; Cash Dominion.  


                    (a)
Within 90 days after the Closing Date, the Obligors shall cause to be delivered
to the Agent a deposit account control agreement or securities account control
agreement, as applicable, in each case in form and substance reasonably
satisfactory to the Agent (each, a “Blocked Account Agreement”), with
respect to each Material Account of each Obligor, duly executed by such Obligor
and the applicable depositary bank or securities intermediary.  Thereafter, the Obligors shall cause (i)
each Material Account to be subject to a Blocked Account Agreement at all times
and (ii) all cash proceeds of Collateral (other than those (x) required under a
Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or (y)
required under the Existing Securitization Facility as in effective as of the
Agreement Date to be deposited into a “Controlled Account” under and as defined
in the documents evidencing the Existing Securitization Facility as in effect
as of the Agreement Date) to be deposited into a Material Account subject to a
Blocked Account Agreement within one (1) Business Day after receipt thereof by
or for the account of any of the Obligors or any of their respective
Subsidiaries.


                    (b)
Until the commencement of a Cash Dominion Period, the Obligors may make
withdrawals with respect to the Material Accounts.  During a Cash Dominion Period, (i) all amounts which are
deposited into any Material Account shall immediately become the property of
and be under the exclusive control of the Agent, on behalf of the Secured
Parties, (ii) the Agent shall be entitled to take such actions, including
sending blocked account notices with respect to each Material Account as the
Agent deems necessary to establish its exclusive control, (iii) no Obligor
shall have any right to withdraw such amounts from any Material Account and
(iv) the Agent may, without further consent of any Obligor, withdraw or cause
to be withdrawn all immediately available funds in such Material Accounts,
deposit or cause to be deposited the same in the Payment Account, and apply the
same against the Obligations in the manner provided for in Section 4.7 or, if
applicable, Section 4.3.  In addition, during
a Cash Dominion Period, all collected amounts held in any Material Account
shall be sent by ACH or wire transfer no less frequently than once per Business
Day to the Payment Account to be applied against the Obligations in the manner
provided for in Section 4.7 or, if applicable, Section 4.3.


115






          8.28
Use of Proceeds. Holdings shall
not, and shall not suffer or permit any Subsidiary to, use any portion of the
proceeds of any Loan, directly or indirectly, (a) to purchase or carry
Margin Stock, (b) to repay or otherwise refinance indebtedness of any
Borrower or others incurred to purchase or carry Margin Stock, (c) to
extend credit for the purpose of purchasing or carrying any Margin Stock, or
(d) to acquire any security in any transaction that is subject to
Section 13 or 14 of the Exchange Act, in each case, in violation of
Regulation T, U or X of the Federal Reserve Board, or in violation of any
Requirement of Law.  


          8.29
Further Assurances. The Obligors
shall promptly execute and deliver, or cause to be promptly executed and
delivered, to the Agent and/or the Lenders, such documents and agreements, and
shall promptly take or cause to be taken such actions, as the Agent may, from
time to time, reasonably request to effectuate the transactions contemplated by
the Loan Documents or to grant, preserve, protect or perfect the Liens created
or intended to be created by the Security Documents or the validity or priority
of any such Lien. Without limiting the
generality of the foregoing, upon request from the Agent, the Obligors shall
cause to be promptly delivered to the Agent (a) assignment agreements, in form
and substance reasonably satisfactory to the Agent, duly executed by each
Obligor party to any Like-Kind Exchange and (unless waived by the Agent)
consented to by each other applicable counterparty thereto, and other documents
reasonably requested by the Agent, to evidence the pledge and assignment to the
Secured Parties of the contractual rights and interests of the Obligors in any
such Like-Kind Exchange and (b) any information with respect to Like-Kind
Exchanges. 


          8.30
61⁄2% Senior Notes. Holdings shall prepay, repurchase, refinance
or otherwise defease in full all Debt in respect of its 61⁄2% Senior Notes no
later than 45 days prior to the maturity thereof. 


          8.31
Qualified Receivables Transactions. 


                    (a)
During any Cash Dominion Period, upon the Agent’s request, Holdings and the
other Obligors shall cause new accounts receivable arising from sales of
Inventory or Equipment to be excluded from any Qualified Receivables
Transaction.


                    (b)
The Borrowers shall promptly notify the Agent if the Securitization Percentage
in connection with any Qualified Receivables Transaction shall exceed 35%.  Upon request by the Agent from time to time,
the Borrowers shall cause to be delivered to the Agent such reports and
information about any Qualified Receivables Transaction, including, without
limitation, the Securitization Percentage and relevant supporting data, as may
be requested by the Agent.


                    (c)
If at any time (i) the Securitization Percentage with respect to any Qualified
Receivables Transaction exceeds 35% and (ii) Holdings and the other Obligors
shall not be in compliance with the covenant set forth in Section 8.22
(regardless of whether a Covenant Trigger is in effect or such covenants are
otherwise effective, and measured as of the last day of the most recently ended
Fiscal Quarter for which financial statements were delivered in accordance with
Section 6.2), Holdings and the Borrowers shall, within five Business Days
following a request by the Agent to do so, (A) cause further sales of accounts
receivable pursuant to such Qualified Receivables Transaction to cease and (B)
cause such Qualified Receivables Transaction to be terminated.


116






          8.32
Designation of Other Senior Debt.
Holdings shall not, and shall not suffer or permit any of their
Subsidiaries to, designate any of its Debt (other than Debt under the Loan
Documents) as “Designated Senior Indebtedness” (or any similar term) under the
terms of any Subordinated Debt. 


          8.33
Certain Documents; Borrowers.  


                    (a)
Holdings shall not, and shall not suffer or permit any of their Subsidiaries
to, amend any of its Organization Documents without prior consent of the Agent,
except where such amendment would not be reasonably likely to have a Material
Adverse Effect.


                    (b)
Except as otherwise provided in Section 8.33(c), Holdings shall not
enter into the Repurchase Agreement or any Holdco Notes Documents on terms
which are different from those of the final drafts thereof delivered to the
Agent under Section 9.1(o) unless such difference is not adverse to the
Lenders.


                    (c)
Holdings shall not, and shall not suffer or permit any of its Subsidiaries to,
amend, modify or change in any manner any term or condition of any Existing
Public Debt, except for any such amendment, modification or change that, if
reflected in any refinancing, refunding or replacement thereof, would qualify
as Refinancing Debt in accordance with the definition thereof.


                    (d)
No Obligor shall enter into any Guaranty of any Holdco Notes at any time.


                    (e)
Holdings shall not permit any Borrower to cease to be a wholly owned Subsidiary
of Holdings except, in the case of any Borrower (other than the Company),
pursuant to a merger, amalgamation, liquidation, winding-up, dissolution or a
sale or other disposition of all or substantially all of the assets of such
Borrower under Section 8.10.


          8.34
Post-Closing Covenant.  


                    (a)
Within 120 days after the Closing Date, the Obligors shall complete all actions
necessary to perfect the Secured Parties’ first-priority security interest in
all of the Obligors’ Titled Goods in accordance with applicable
certificate-of-title statutes and regulations and all other applicable laws
(including the PPSA) and shall cause to be delivered (whether through any
subagent appointed pursuant to Section 13.2 or otherwise) to the Agent
or its designee copies of duly recorded certificates of title, PPSA (or other
statute) VIN filings or other documents reasonably satisfactory to the Agent
evidencing the perfection and priority of such security interest.


                    (b)  Within 60 days after the Closing Date,
(i) the Agent on behalf of the Canadian Secured Parties shall have been
granted a first priority (subject to Permitted Priority Liens) and perfected security
interest in the Canadian Collateral pursuant to the applicable Loan Documents;
and (ii) the Agent shall have received the following:


117






          (A)
certificates representing the equity interests (to the extent certificated) listed on Schedule 7 to the Perfection
Certificate held by any Canadian Obligor accompanied by undated stock powers
executed in blank and instruments listed on Schedule 8 to the Perfection
Certificate held by any Canadian Obligor, indorsed in blank,


          (B)
proper financing statements and hypothecs in form appropriate for filing under
the PPSA and RDPRM of all jurisdictions that the Agent may deem necessary or
desirable in order to perfect and protect the first priority liens and security
interests created under the Canadian Security Agreement, covering the
Collateral described in the Canadian Security Agreement,


          (C)
completed requests for information, dated on or before the Closing Date,
listing all effective financing statements and recordations filed in the jurisdictions
referred to in clause (B) above that name any Obligor as debtor, together with
copies of such other financing statements,


          (D)
evidence of the completion of all other recordings and filings of or with
respect to the Canadian Security Agreement and Canadian Pledge Agreements that
the Agent may deem necessary or desirable in order to perfect and protect the
security interest created thereunder, and


          (E)
 evidence that all other action that the Agent may deem necessary
or desirable in order to perfect and protect the first priority liens and
security interests created under the Canadian Security Agreement has been taken
(including, without limitation, receipt of duly executed payoff letters,
estoppel letters, PPSA and RDPRM termination statements and landlords’ and
bailees’ waiver and consent agreements).


ARTICLE IX


CONDITIONS OF LENDING


          9.1
Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the
initial Loans on the Closing Date, and the obligation of the Agent to cause the
applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing
Date, are subject to the satisfaction (or waiver in writing by the Agent and
the Arrangers) of the following conditions precedent: 


          (a)
This Agreement, the Security Agreements, the Guarantee Agreements, the
Intellectual Property Security Agreements and the Perfection Certificate, shall
have been executed by each party thereto, and the Obligors shall have performed
and complied with all covenants, agreements and conditions contained herein and
the other Loan Documents which are required to be performed or complied with by
the Obligors before or on the Closing Date.



118






          (b)
Since December 31, 2007, there shall not have occurred a Material Adverse
Effect.


          (c)
The Agent and the Lenders shall have received (i)  opinions of counsel for
the Obligors (including Canadian counsel to the Canadian Obligors) reasonably
satisfactory to the Agent; (ii) a copy of the certificate or articles of
incorporation/amalgamation/amendment or memoranda of association (or similar
Organization Documents), including all amendments thereto, of each Obligor,
certified as of a recent date by the Secretary of State of the state of its
organization or other Governmental Authority, and a certificate as to the good
standing or status of each Obligor as of a recent date, from such Secretary of
State or other Governmental Authority; (iii) a certificate of the
Secretary or Assistant Secretary or Officer of each Obligor dated the Closing
Date and certifying (A) that attached thereto is a true and complete copy
of the by-laws (or similar Organization Documents) of such Obligor as in effect
on the Closing Date and at all times since a date prior to the date of the
resolutions described in clause (B) below, (B) that attached
thereto is a true and complete copy of resolutions duly adopted by the board of
directors (or the equivalent governing body) of such Obligor authorizing the
execution, delivery and performance of the Loan Documents to which such Person
is a party and, in the case of the Borrowers, the borrowings hereunder, and
that such resolutions have not been modified, rescinded or amended and are in
full force and effect, (C) that the certificate or articles of
incorporation/amalgamation/amendment or memoranda of association (or similar
Organization Documents) of such Obligor have not been amended since the date of
the last amendment thereto shown on the certificate of good standing furnished
pursuant to clause (ii) above, and (D) as to the incumbency and
specimen signature of each officer executing any Loan Document or any other
document delivered in connection herewith on behalf of such Obligor; and
(iv) a certificate of another officer as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate
pursuant to clause (iii) above.


          (d)
(i) The Agent on behalf of the U.S. Secured Parties shall have been
granted a first priority (subject to Permitted Priority Liens) and perfected
security interest in the U.S. Collateral pursuant to the applicable Loan
Documents; and (ii) the Agent shall have received the following:


          (A)
certificates representing the equity interests (to the extent certificated and
required to be pledged under the Loan Documents) listed on Schedule 7 to the
Perfection Certificate held by any U.S. Obligor accompanied by undated stock
powers executed in blank and instruments listed on Schedule 8 to the Perfection
Certificate held by any U.S. Obligor, indorsed in blank,


          (B)
proper financing statements in form appropriate for filing under the Uniform
Commercial Code of all jurisdictions that the Agent may deem necessary or
desirable in order to perfect and protect the first priority liens and security
interests created under the U.S. Security Agreement, covering the Collateral
described in the U.S. Security Agreement,


119






          (C)
completed requests for information, dated on or before the Closing Date,
listing all effective financing statements filed in the jurisdictions referred
to in clause (B) above that name any Obligor as debtor, together with copies of
such other financing statements,


          (D)
evidence of the completion of all other recordings and filings of or with
respect to the U.S. Security Agreement that the Agent may deem necessary or
desirable in order to perfect and protect the security interest created
thereunder, and


          (E)  evidence that all other action that the
Agent may deem necessary or desirable in order to perfect and protect the first
priority liens and security interests created under the U.S. Security Agreement
has been taken (including, without limitation, receipt of duly executed payoff
letters, UCC-3 termination statements and landlords’ and bailees’ waiver and
consent agreements).


          (e)
The Borrowers shall have paid all fees required to be paid and payable by the
Obligors on the Closing Date under the Fee Letter and reasonable and
documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred
in connection with any of the Loan Documents and the transactions contemplated
thereby to the extent invoiced and payable by the Obligors.


          (f)
The Agent shall have received evidence of all coverage and endorsements with
respect to insurance required by this Agreement relating to the Collateral,
including, without limitation, the requirements set forth in Section 8.5.


          (g)
The Agent and the Lenders shall have received a Borrowing Base Certificate
dated as of the Closing Date.


          (h)
The Agent shall have received Appraisals and field examinations of the
Collateral.


          (i)
The Agent shall have received a certificate, dated the Closing Date and signed
by a Responsible Officer of the Company, confirming compliance with the
conditions precedent set forth in this Section 9.1.


          (j)
The Agent shall have received the financial statements referred to in Section 7.6.


          (k)
The Agent shall have received a certificate, in substantially the form of Exhibit
G, attesting to the Solvency of Holdings and its Subsidiaries, taken as a
whole, after giving effect to the Transaction, from Holdings’ Chief Financial
Officer.


          (l)
There shall exist no action, suit, investigation, litigation or proceeding
affecting any Obligor or any of its Subsidiaries pending or, to the knowledge
of the Borrowers, threatened in any court or before any arbitrator or
Governmental Authority that would reasonably be expected to have a Material Adverse
Effect.


120






          (m)
All Governmental Authorizations and third party consents and approvals
necessary in connection with the Transaction shall have been obtained (without
the imposition of any conditions that are not acceptable to the Lender Parties)
and shall remain in effect.


          (n)
The Combined Availability as of the Closing Date shall not be less than
$250,000,000.


          (o)
The Agent shall have received the purportedly final drafts of the Holdco Notes
Documents and the Repurchase Agreement and shall be reasonably satisfied with
the terms thereof.


          Execution
and delivery to the Agent by a Lender of a counterpart of this Agreement shall
be deemed confirmation by such Lender that (i) all conditions precedent in
this Section 9.1 have been fulfilled to the satisfaction of such
Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this
Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the
satisfaction of any condition precedent set forth in this Section 9.1,
and (iii) all documents sent to such Lender for approval consent, or
satisfaction were acceptable to such Lender.


          9.2
Conditions Precedent to Each Loan.
The obligation of applicable Lenders to make each Loan, including the
initial Loans on the Closing Date, and the obligation of the Agent to cause the
applicable Letter of Credit Issuer to issue any Letter of Credit shall be
subject to the further conditions precedent that on and as of the date of any
such extension of credit: 


          (a)
The following statements shall be true, and the acceptance by the applicable
Borrowers of any extension of credit shall be deemed to be a statement to the
effect set forth in clauses (i) and (ii) with the same
effect as the delivery to the Agent and the Lenders of a certificate signed by
a Responsible Officer, dated the date of such extension of credit, stating
that:


          (i)
The representations and warranties contained in this Agreement and the other
Loan Documents are correct in all material respects (and any representation and
warranty that is qualified as to materiality or Material Adverse Effect is
correct in all respects) on and as of the date of such extension of credit as
though made on and as of such date, other than any such representation or
warranty which relates to a specified prior date and except to the extent the
Agent and the Lenders have been notified in writing by the Borrowers 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;


          (ii)
No Default or Event of Default has occurred and is continuing, or would result
from such extension of credit; and


121






          (iii)
The Borrowing or issuance of the Letter of Credit is in compliance with the
provisions of Article II.


          (b)
No such Borrowing shall exceed U.S. Availability or Canadian Availability, as
applicable.


Notwithstanding anything to the
contrary, the foregoing conditions precedent in this Section 9.2 are not
conditions to (1) any Lender participating in or reimbursing the applicable
Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline
Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g)
and (h), or Sections 2.6(h) and (i), as applicable or
(2) any Participating Lender participating in a Canadian Revolving Loan funded
by the Canadian Funding Banks in accordance with the provisions of Section
13.17.


ARTICLE X


DEFAULT; REMEDIES


          10.1
Events of Default. It shall constitute
an event of default (“Event of Default”) if any one or more of the
following shall occur for any reason: 


          (a)
any failure by the Borrowers to pay: (i) the principal of any of the Loans
when due, whether upon demand or otherwise or the reimbursement of any Letter
of Credit issued pursuant to this Agreement when the same is due and payable;
or (ii) any interest, fee or other amount owing hereunder or under any of
the other Loan Documents within five (5) Business Days after the due date
therefor, whether upon demand or otherwise;


          (b)
any representation or warranty made or deemed made by Holdings, any Borrower or
any Guarantor in this Agreement or by any other Obligor or any of their
Subsidiaries in any of the other Loan Documents, any Financial Statement, or
any certificate furnished by any Obligor or any of its Subsidiaries at any time
to the Agent or any Lender shall prove to be untrue in any material respect as
of the date on which made, deemed made, or furnished;


          (c)
(i) any default shall occur in the observance or performance of any of the
covenants and agreements contained in Sections 8.2, 8.4, 8.5,
8.9 through 8.25, 8.27 or 8.28 through 8.34
of this Agreement; (ii) any default shall occur in the observance or
performance of any of the covenants and agreements contained in Sections 6.2,
6.3 or 6.4 of this Agreement, and such default shall continue for
five (5) Business Days or more; (iii) any event of default shall
occur under any Loan Document other than this Agreement; or (iv) any other
default shall occur in the observance or performance of any of the other
covenants or agreements contained in any other Section of this Agreement,
any other Loan Document or any other agreement entered into at any time to which
any Obligor or any Subsidiary and the Agent or any Lender are party, and such
default shall continue for thirty (30) days or more after notice thereof
to the Borrowers by the Agent or the Required Lenders;


122






          (d)
any default shall occur with respect to any Debt (other than the Obligations)
of any Obligor or any of their Subsidiaries (other than any Immaterial
Subsidiary) in an outstanding principal amount which exceeds $75,000,000, or
under any agreement or instrument under or pursuant to which any such Debt may
have been issued, created, assumed, or guaranteed by any Obligor or any of
their Subsidiaries, and such default shall continue for more than the period of
grace, if any, therein specified, if the effect thereof (with or without the
giving of notice) is to accelerate, or to permit the holders of any such Debt
to accelerate, the maturity of any such Debt; or any such Debt shall be
declared due and payable or be required to be prepaid (other than by a
regularly scheduled required prepayment) prior to the stated maturity thereof;


          (e)
any Obligor or any of its Subsidiaries (other than any Immaterial Subsidiary)
shall (i) file a voluntary petition in bankruptcy or file a voluntary
petition, proposal, notice of intent to file a proposal or an answer or
otherwise commence any action or proceeding seeking reorganization, arrangement
or readjustment of its debts or for any other relief under the federal
Bankruptcy Code, as amended, the BIA, the CCAA or under any other bankruptcy or
insolvency act or law, state, provincial or federal, now or hereafter existing,
or consent to, approve of, or acquiesce in, any such petition, action or
proceeding; (ii) apply for or acquiesce in the appointment of a receiver,
assignee, liquidator, sequestrator, custodian, monitor, trustee or similar
officer for it or for all or any part of its property; (iii) make an
assignment for the benefit of creditors; or (iv) be unable generally to
pay its debts as they become due;


          (f)
an involuntary petition shall be filed or an action or proceeding otherwise
commenced seeking reorganization, arrangement, consolidation or readjustment of
the debts of any Obligor or any of its Subsidiaries (other than any Immaterial
Subsidiary) or for any other relief under the federal Bankruptcy Code, as
amended, the BIA, the CCAA or under any other bankruptcy or insolvency act or
law, state, provincial or federal, now or hereafter existing and such petition
or proceeding shall not be dismissed within sixty (60) days after the
filing or commencement thereof or an order of relief shall be entered with
respect thereto;


          (g)
a receiver, interim receiver, assignee, liquidator, sequestrator, custodian,
monitor, trustee or similar officer for any Obligor or any of its Subsidiaries
(other than any Immaterial Subsidiary) or for all or any material part of any
Obligor’s or Subsidiary’s property shall be appointed or a warrant of
attachment, execution or similar process shall be issued against any material
part of the property of any Obligor or any of their Subsidiaries;


          (h)
other than as permitted under Section 8.10, any Obligor or any of
its Subsidiaries (other than any Immaterial Subsidiary) shall file a
certificate of dissolution under applicable state or provincial law or shall be
liquidated, dissolved or wound-up or shall commence or have commenced against
it any action or proceeding for dissolution, winding-up or liquidation, or
shall take any action in furtherance thereof;


123






          (i)
this Agreement or any Security Document shall be terminated (other than in
accordance with its terms or the terms hereof), revoked or declared void or
invalid or unenforceable or challenged by any Obligor;


          (j)
one or more judgments, orders, decrees or arbitration awards is entered against
any Obligor or any of their Subsidiaries involving in the aggregate liability
as to any single or related or unrelated series of transactions, incidents or
conditions, in excess of $75,000,000 (except to the extent covered by insurance
through an insurer who does not deny or dispute coverage), and the same shall
remain unsatisfied, unbonded, unvacated and unstayed pending appeal for a
period of sixty (60) days after the entry thereof;


          (k)
for any reason, other than the failure of the Agent to take any action
available to it to maintain perfection of the Agent’s Liens pursuant to the
Security Documents, this Agreement or any Security Document ceases to be in
full force and effect (other than in accordance with its terms) or any Lien
with respect to any material portion of the Collateral intended to be secured
thereby ceases to be, or is not, valid, perfected and prior to all other Liens
(other than Permitted Liens) or is terminated (other than in accordance with
its terms), revoked or declared void;


          (l)
(i) an ERISA Event shall occur with respect to a Pension Plan or
Multi-employer Plan which has resulted or could reasonably be expected to
result in liability of an Obligor under Title IV of ERISA to the Pension Plan,
Multi-employer Plan or the PBGC in an aggregate amount in excess of
$75,000,000; (ii) the aggregate amount of Unfunded Pension Liability among
all Pension Plans at any time exceeds $75,000,000; or (iii) an Obligor or
any ERISA Affiliate shall fail to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multi-employer Plan in an
aggregate amount in excess of $75,000,000;


          (m)
A Pension Event shall occur which, in the Agent’s reasonable determination,
constitutes grounds for the termination under any applicable law, of any
Canadian Pension Plan or for the appointment by the appropriate Governmental
Authority (including the FSCO) of an administrator or like body for any
Canadian Pension Plan, or if any Canadian Pension Plan shall be terminated or
any such administrator or like body shall be requested or appointed, or if a
Canadian Obligor or any of its Subsidiaries is in default with respect to
payments to a Canadian Pension Plan resulting from their complete or partial
withdrawal from such Canadian Pension Plan and any such event would reasonably
be expected to have a Material Adverse Effect or any Lien arises in respect of
an amount in excess of $75,000,000 (save for contribution amounts not yet due)
in connection with any Canadian Pension Plan; or


          (n)
there occurs a Change of Control.


124






          10.2
Remedies. 


                    (a)
If a Default or an Event of Default has occurred and is continuing, the Agent
may, in its discretion, and shall, at the direction of the Required Lenders, do
one or more of the following at any time or times and in any order, without
notice to or demand on any Borrower:


          (i)
reduce the Maximum U.S. Revolver Amount, the Maximum Canadian Revolver Amount,
the Maximum Revolver Amount and/or the Maximum Specified Loan Sublimit or the
advance rates against Eligible Rental Equipment and/or Eligible Merchandise and
Consumables Inventory used in computing each Borrowing Base, or reduce one or
more of the other elements used in computing each Borrowing Base, in each case
to the extent determined by the Agent or the Required Lenders, as the case may
be;


          (ii)
restrict the amount of or refuse to make Loans;


          (iii)
instruct the Letter of Credit Issuers to restrict or refuse to provide Letters
of Credit;


          (iv)
terminate the Commitments;


          (v)
declare any or all Obligations to be immediately due and payable; provided,
however, that upon the occurrence of any Event of Default described in Sections 10.1(e),
10.1(f), 10.1(g), or 10.1(h), the Commitments shall
automatically and immediately expire and terminate and all Obligations shall
automatically become immediately due and payable without notice or demand of
any kind;


          (vi)
require the Obligors to cash collateralize all Obligations (contingent or
otherwise) with respect to outstanding Letters of Credit; and


          (vii)
pursue its other rights and remedies under the Loan Documents and applicable
law.


                    (b)
If an Event of Default has occurred and is continuing:  (i) the Agent shall have, for the
benefit of the respective Secured Parties, in addition to all other rights of
the Agent and the Lenders, the rights and remedies of a secured party under the
Loan Documents, the UCC and the PPSA; (ii) the Agent may, at any time,
take possession of the respective Collateral and keep it on the Obligors’
premises, at no cost to the Agent or any Lender, or remove any part of it to
such other place or places as the Agent may desire, or the Borrowers shall, and
shall cause their Subsidiaries to, upon the Agent’s demand, at the Borrowers’
cost, assemble the Collateral and make it available to the Agent at a place
reasonably convenient to the Agent; and (iii) the Agent may sell and
deliver any Collateral at public or private sales, for cash, upon credit or
otherwise, at such prices and upon such terms as the Agent deems advisable, in
its sole discretion, and may, if the Agent deems it reasonable, postpone or
adjourn any sale of the Collateral by an announcement at the time and place of
sale or of such postponed or adjourned sale without giving a new notice of
sale.  Without in any way requiring
notice to be given in the following manner, each Obligor agrees that any notice
by the Agent of sale, disposition or other intended action hereunder or in
connection herewith, whether required by the UCC, the PPSA or otherwise, shall
constitute reasonable notice to such Borrower if such notice is mailed by
registered or certified mail, return receipt requested, postage prepaid, or is
delivered personally against receipt, at least ten (10) days prior to such
action to the Borrowers’ Agent at the address specified in or pursuant to Section 14.8.
 


125






If any Collateral is sold on
terms other than payment in full at the time of sale, no credit shall be given
against the Obligations until the Agent or the Lenders receive payment, and if
the buyer defaults in payment, the Agent may resell the Collateral without
further notice to any Borrower or any other Obligor.  In the event the Agent seeks to take possession of all or any
portion of the Collateral by judicial process, each Borrower and each other
Obligor irrevocably waives:
(A) the posting of any bond, surety or security with respect
thereto which might otherwise be required; (B) any demand for possession
prior to the commencement of any suit or action to recover the Collateral; and
(C) any requirement that the Agent retain possession and not dispose of
any Collateral until after trial or final judgment.  The Borrowers and the other Obligors agree that the Agent has no
obligation to preserve rights to the Collateral or marshal any Collateral for
the benefit of any Person.  The Agent is
hereby granted a license or other right to use, without charge, each Borrower’s
and other Obligor’s labels, patents, copyrights, name, trade secrets, trade
names, trademarks, and advertising matter, or any similar property, in
completing production of, advertising or selling any Collateral, and the
Borrowers’ and the other Obligors’ rights under all licenses and all franchise
agreements shall inure to the Agent’s benefit for such purpose.  The proceeds of sale shall be applied first
to all expenses of sale, including reasonable attorneys’ fees, and then to the
Obligations.  The Agent will return any
excess to the Borrowers and the Borrowers shall remain liable for any
deficiency.  Without affecting the
generality of the foregoing, if an Event of Default shall have occurred and be
continuing as a result of a breach of any prepayment obligation under Section
4.3(b) and such Event of Default shall continue for ten (10) days, the
Agent or the Required Lenders may request the Obligors to, and upon any such
request the Obligors shall, terminate or cause to be terminated any Like-Kind
Exchange and Like-Kind Exchange Account. 


ARTICLE XI


TERM AND TERMINATION


          11.1
Term and Termination. The term
of this Agreement shall end on the Stated Termination Date unless sooner terminated
in accordance with the terms hereof.
The Agent upon direction from the Required Lenders may terminate this
Agreement without notice upon the occurrence and during the continuance of an
Event of Default. Upon the effective
date of termination of this Agreement for any reason whatsoever, all
Obligations (including all unpaid principal, accrued and unpaid interest and
any amounts due under Section 5.4) shall become immediately due and
payable and the Borrowers shall immediately arrange, with respect to all
Letters of Credit then outstanding, for (a) the cancellation and return
thereof, or (b) the cash collateralization thereof or issuance of
Supporting Letters of Credit with respect thereto in accordance with Section 2.4(g). Notwithstanding the termination of this
Agreement, until Full Payment of all Obligations, the Borrowers shall remain
bound by the terms of this Agreement and shall not be relieved of any of their
Obligations hereunder or under any other Loan Document, and the Agent and the
Lenders shall retain all their rights and remedies hereunder (including the
Agent’s Liens in and all rights and remedies with respect to all then existing
and after-arising Collateral). 


126






ARTICLE XII


AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS;
SUCCESSORS


          12.1
Amendments and Waivers. 


                    (a)
(i)  No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by the Borrowers therefrom, shall be effective unless the
same shall be in writing and signed by the Required Lenders (or by the Agent
with the consent of the Required Lenders) and the Borrowers (except that no
consent of the Borrowers shall be required in the case of amendments of Article XIII,
other than amendments of Section 13.9 which affect the Borrowers’
rights thereunder) and then any such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given;


          (ii)
Notwithstanding the foregoing, no such waiver, amendment, or consent
shall be effective to modify eligibility criteria, reserves or sublimits
contained in the definition of “U.S. Borrowing Base”, “Canadian Borrowing
Base”, “Merchandise and Consumables Inventory Formula Amount”, “Eligible Rental
Equipment” or “Reserves” or any successor or related definition, in each case
that would have the effect of increasing Combined Availability or any Borrowing
Base unless it is consented to in writing by the Supermajority Lenders and the
Borrowers; provided that to the extent (A) that any change shall have
been made to any eligibility criteria or reserves after the Agreement Date
based solely on the Agent’s Reasonable Credit Judgment pursuant to the terms of
the Agreement (and not by an amendment or modification of this Agreement or any
consent of the Lenders), and (B) such change has the effect of decreasing
Combined Availability or any Borrowing Base, the Agent may thereafter reverse
such change, in whole or in part, if it determines to do so in the exercise of
its Reasonable Credit Judgment;


          (iii)
Notwithstanding the foregoing, no such waiver, amendment, or consent shall be
effective with respect to the following, unless consented to in writing by all
Lenders (or the Agent with the consent of all Lenders) and the Borrowers:


          (A)
increase any of the advance rates
set forth in the definition of “U.S. Borrowing Base” or “Canadian Borrowing
Base”;


          (B)
decrease the percentage of the Commitments or of the aggregate unpaid principal
amount of the Loans which is required for the Lenders or any of them to take
any action hereunder;


          (C)
amend this Section or any provision of this Agreement providing for
consent or other action by all Lenders;


          (D)
release any Guarantor with respect to any Obligations owing under the U.S.
Guarantee Agreement or the Canadian Guarantee Agreement other than as permitted
by Section 13.11;


127






          (E)
release all or substantially all of the value of the U.S. Collateral or the
Canadian Collateral other than as permitted by Section 13.11;


          (F)
change the definition of “Required Lenders” or “Supermajority Lenders”; or


          (G)
increase the Maximum U.S. Revolver Amount, Maximum Canadian Revolver
Amount or Maximum Revolver Amount (other than as contemplated in Section 2.8
or Section 2.9, as applicable) or Letter of Credit Subfacility;


          (iv)
Notwithstanding the foregoing, no such waiver, amendment, or consent shall be
effective with respect to the following, unless consented to in writing by all
affected Lenders (or the Agent with the consent of all affected Lenders) and
the Borrowers:


          (A)
increase or extend any Commitment of any Lender (other than as contemplated in Section 2.8
or 2.9);


          (B)
postpone or delay any date fixed by this Agreement or any other Loan Document
for any (i) scheduled payment of principal, interest or fees or
(ii) other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document; or


          (C)
reduce the principal of, or the rate of interest specified herein on any Loan,
or any fees or other amounts payable hereunder or under any other Loan
Document;


          (v)
Notwithstanding the foregoing, no such waiver, amendment, or consent shall be
effective to change (i) Section 4.7 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each
Lender or (ii) the order of application of any reduction in the Commitments or
any prepayment of Loans among the Facilities from the application thereof set
forth in the applicable provisions of Section 4.3, in any manner that
materially and adversely affects the Lenders of a Facility without the written
consent of Lenders holding a majority in interest of the outstanding Loans and
unused Commitments of such Facility;


          (vi)
Notwithstanding the foregoing, no such waiver, amendment, or consent shall be
effective to increase the obligations or adversely affect the rights of the
Agent, any Letter of Credit Issuer or any Canadian Funding Bank without the
consent of the party affected thereby; 


provided,
however, that (A) the Agent may, in its sole discretion and
notwithstanding the limitations contained in clauses (ii), (iii)(A)
and (iii)(G) above and any other terms of this Agreement, make
applicable Agent Advances in accordance with Section 2.5(h) or Section 2.6(i),
as applicable; (B) Schedule 1.1 hereto (Commitments) may be
amended from time to time by the Agent alone to reflect assignments of
Commitments in accordance herewith and changes in Commitments in accordance
with Section 2.8 or 2.9; (C) no amendment or waiver shall be
made to Section 13.21 or to any other provision of any Loan
Document as such provisions relate to the rights and obligations of any
Arranger without the written consent of such Arranger; (D) the Fee Letter
may be amended or waived in a writing signed by Holdings, the Arrangers and the
Agent; (E) the Maximum Canadian Revolver Amount may be permanently reduced at
any time from time to time by a written request from the Borrowers’ Agent
without the consent or approval of any Lender; and (F) any Loan Document
relating to Hedge Agreements and other Bank Products may be amended by the
Borrowers and the Agent, the Lender or Affiliate of the Agent or such Lender providing such Hedge Agreement or other
Bank Product without the consent or approval of the Agent (unless the
Agent is providing such Bank Product) or any other Lender.  Further, notwithstanding anything to the
contrary contained in Section 12.1, if the Agent and the Borrowers’
Agent shall have jointly identified an obvious error or any error or omission
of a technical or immaterial nature, in each case, in any provision of the Loan
Documents, then the Agent and the Borrowers’ Agent shall be permitted to amend
such provision and such amendment shall become effective without any further
action or consent of any other party to any Loan Document if the same is not
objected to in writing by the Required Lenders within five (5) Business Days
following receipt of notice thereof.


128






                    (b)
If, in connection with any proposed amendment, waiver or consent (a “Proposed
Change”) requiring the consent of all Lenders or all affected Lenders, the
consent of Required Lenders is obtained, but the consent of other Lenders is
not obtained (any such Lender whose consent is not obtained being referred to
as a “Non-Consenting Lender”), then, so long as the Agent is not a
Non-Consenting Lender, at the Borrowers’ request (and if applicable, payment by
the Borrower of the processing fee referred to in Section 12.2(a)), the
Agent or an Eligible Assignee shall have the right (but not the obligation)
with the Agent’s approval, to purchase from the Non-Consenting Lenders, and the
Non-Consenting Lenders agree that they shall sell, all the Non-Consenting
Lenders’ interests, rights and obligations under the Loan Documents, in
accordance with the procedures set forth in clauses (i) through (v) in
the proviso to Section 5.8 and the last sentence in Section 5.8,
as if each such Non-Consenting Lender is an assignor U.S. Lender thereunder.


          12.2
Assignments; Participations. 


                    (a)
Any Lender may, with the written consent of (i) the Agent, (ii) in the case of
an assignment of any Canadian Revolving Credit Commitment, Canadian Revolving
Loan or Canadian Loan Participation to an assignee that does not have an
Eligible Canadian Affiliate, the Canadian Funding Banks, (iii) the U.S.
Swingline Lender, the Letter of Credit Issuer and the Canadian Swingline
Lender, and (iv) so long as no Event of Default has occurred and is continuing,
the Borrowers’ Agent (which consents shall not be unreasonably withheld or
delayed), assign and delegate to one or more Eligible Assignees (provided
that no consent of the Borrowers’ Agent shall be required in connection with
any assignment to an Approved Fund or to a Lender to an Affiliate of a Lender)
(each an “Assignee”) all, or any ratable part of all, of the Loans, the
Commitments and the other rights and obligations of such Lender hereunder, in a
minimum amount of $5,000,000; provided, however, that
(A) written notice of such assignment, together with payment instructions,
addresses and related information with respect to the Assignee, shall be given
to the Borrowers’ Agent and the Agent by such Lender and the Assignee;
(B) such Lender and its Assignee shall deliver to the Borrowers’ Agent and
the Agent an Assignment and Acceptance; and (C) the assignor Lender or
Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided,
further, that the Agent may elect to waive such processing fee in its
sole discretion.  For the avoidance of
doubt, all assignments hereunder shall be made in accordance with Section
12.2(h).  Except as expressly
provided herein, no Canadian Lender may assign or delegate any or all of its
Canadian Revolving Credit Commitments or Canadian Revolving Loans or any rights
and obligations in respect thereof hereunder except in connection with an
assignment or delegation of the U.S. Revolving Loans and U.S. Revolving Credit
Commitments of such Canadian Lender’s related U.S. Lender in accordance with
the terms of this Section 12.2.
Notwithstanding anything to the contrary, in the case of a Canadian
Funding Bank, (1) the portion of its Canadian Revolving Loans subject to
Canadian Loan Participation, and the portion of its Canadian Revolving Credit
Commitment that if funded, would be subject to Canadian Loan Participation, may
only be assigned to another Canadian Funding Bank (and the Assignee shall agree
in the Assignment and Acceptance to act as a Canadian Funding Bank in respect
of the Canadian Revolving Loans and Canadian Revolving Credit Commitment being
assigned to it and to assume from the assignor Lender a corresponding Canadian
Funding Percentage such that the aggregate Canadian Funding Percentages of all
Canadian Funding Banks shall remain 100% at all times), and (2) the other
portion of its Canadian Revolving Loans and Canadian Revolving Credit
Commitment may only be assigned to another Canadian Lender.


129






                    (b)
From and after the date that the Agent has received an executed Assignment and
Acceptance, the Agent has received payment of the above-referenced processing
fee and the Agent has recorded such assignment in the Register as provided in Section 13.22
herein, (i) the Assignee thereunder (and its Eligible Canadian Affiliate,
if applicable) shall be a party hereto and, to the extent that rights and
obligations, including, but not limited to, the obligation to participate in
Letters of Credit, have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of a Lender (and its Eligible
Canadian Affiliate, if applicable, shall have the rights and obligations of a
Canadian Lender (such Lender’s “Related Canadian Lender”)) under the
Loan Documents, and (ii) the assignor Lender (and its Related Canadian
Lender, if applicable) shall, to the extent that rights and obligations
hereunder and under the other Loan Documents have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and in the case of an Assignment and
Acceptance covering all or the remaining portion of an assignor Lender’s (and
its Related Canadian Lender’s, if applicable) rights and obligations under this
Agreement, such assignor Lender (and its Related Canadian Lender, if
applicable) shall cease to be a party hereto).


                    (c)
By executing and delivering an Assignment and Acceptance, the assignor Lender
thereunder (and its Related Canadian Lender, if applicable) and the Assignee
thereunder (and its Eligible Canadian Affiliate, if applicable) confirm to and
agree with each other and the other parties hereto as follows:  (i) other than as provided in such
Assignment and Acceptance, such assignor Lender (and its Related Canadian
Lender, if applicable) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or any other Loan Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other Loan Document furnished pursuant hereto or
the attachment, perfection, or priority of any Lien granted by any Obligor to
the Agent or any Lender in the applicable Collateral; (ii) such assignor
Lender (and its Related Canadian Lender, if applicable) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of any Obligor or the performance or observance by any Obligor of any
of its obligations under this Agreement or any other Loan Document furnished
pursuant hereto; (iii) such Assignee (and its Eligible Canadian Affiliate,
if applicable) confirms that it has received a copy of this Agreement, together
with such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such Assignee (and its Eligible Canadian Affiliate, if
applicable) will, independently and without reliance upon the Agent, such
assignor Lender or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement;
(v) such Assignee (and its Eligible Canadian Affiliate, if applicable)
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the Agent
by the terms hereof, together with such powers, including the discretionary
rights and incidental powers, as are reasonably incidental thereto; and
(vi) such Assignee (and its Eligible Canadian Affiliate, if applicable)
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed
by it as a Lender (or as a Canadian Lender, in the case of its Eligible Canadian
Affiliate, if applicable) .


130






                    (d)
Immediately upon satisfaction of the requirements of Section 12.2(a),
this Agreement shall be deemed to be amended to the extent, but only to the
extent, necessary to reflect the addition of the Assignee (and its Eligible
Canadian Affiliate, if applicable) and the resulting adjustment of the
Commitments arising therefrom.  Each
Commitment allocated to each Assignee shall reduce the applicable Commitment of
the assignor Lender pro tanto.


                    (e)
Any Lender may at any time sell to one or more commercial banks, financial
institutions, or other Persons not Affiliates of the Borrowers (a “Participant”)
participating interests in any Loans, any Commitment of that Lender and the
other interests of that Lender (the “Originating Lender”) hereunder and
under the other Loan Documents; provided, however, that
(i) the Originating Lender’s obligations under this Agreement shall remain
unchanged, (ii) the Originating Lender shall remain solely responsible for
the performance of such obligations, (iii) the applicable Borrowers and
the Agent shall continue to deal solely and directly with the Originating
Lender in connection with the Originating Lender’s rights and obligations under
this Agreement and the other Loan Documents, and (iv) no Lender shall
transfer or grant any participating interest under which the Participant has
rights to approve any amendment to, or any consent or waiver with respect to,
this Agreement or any other Loan Document except the matters set forth in Sections 12.1(a)(iii)(D)
and (E) and Section 12.1(a)(iv) and the release of all of
substantially all of the value of the Guarantees of any Obligations pursuant to
the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and all
amounts payable by the Borrowers hereunder shall be determined as if such
Lender had not sold such participation; except that, if amounts outstanding
under this Agreement are due and unpaid, or shall have become due and payable
upon the occurrence of an Event of Default, each Participant shall be deemed to
have the right of set-off in respect of its participating interest in amounts
owing under this Agreement to the same extent and subject to the same
limitation as if the amount of its participating interest were owing directly
to it as a Lender under this Agreement.
Subject to paragraph (g) of this Section, each Borrower agrees
that each Participant shall be entitled to the benefits of Sections 5.1,
5.2 and 5.3 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (a) of this
Section.


131






                    (f)
Notwithstanding any other provision in this Agreement, any Lender may at any
time create a security interest in, or pledge, all or any portion of its rights
under and interest in this Agreement in favor of any Federal Reserve Bank in
accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR
§203.14, and such Federal Reserve Bank may enforce such pledge or security
interest in any manner permitted under applicable law.


                    (g)
A Participant shall not be entitled to receive any greater payment under Section 5.1
or 5.3 than the Originating Lender would have been entitled to receive
with respect to the participating interest sold to such Participant, unless the
sale of the participating interest to such Participant is made with the
applicable Borrowers’ prior written consent.
A Participant that would be subject to the requirements of Section 13.10
if it were a Lender shall not be entitled to the benefits of Section 5.1
unless the applicable Borrowers are notified of the participating interest sold
to such Participant and such Participant agrees, for the benefit of the
applicable Borrowers, to comply with Section 13.10 as though it
were a Lender.


                    (h)
Assignments of Commitments and Loans shall be effectuated as follows:


          (i)
If an assignor U.S. Lender has a Related Canadian Lender and the assignee U.S.
Lender has an Eligible Canadian Affiliate (determined based upon the
representation made by such assignee U.S. Lender in its Assignment and
Acceptance), then (A) the assignee U.S. Lender shall purchase from the assignor
U.S. Lender a pro rata portion of its U.S. Revolving Loans and U.S. Revolving
Credit Commitment and (B) the Eligible Canadian Affiliate of the assignee U.S.
Lender shall purchase from the assignor U.S. Lender’s Related Canadian Lender
the same pro rata portion of its Canadian Revolving Loans and its Canadian
Revolving Credit Commitments.


          (ii)
If an assignor U.S. Lender has a Related Canadian Lender and the assignee U.S.
Lender does not have an Eligible Canadian Affiliate (determined based upon the
representation made by such assignee U.S. Lender in its Assignment and Acceptance),
then (A) the assignee U.S. Lender shall purchase from the assignor U.S. Lender
a pro rata portion of its U.S. Revolving Loans and U.S. Revolving Credit
Commitment, (B) the assignee U.S. Lender shall become a Participating Lender
hereunder and shall purchase a Canadian Loan Participation from the Canadian
Funding Banks in each Canadian Revolving Loan (other than a Canadian Swingline
Loan) funded by the Canadian Funding Banks in an amount equal to the assignee
Participating Lender’s Pro Rata Share of the Borrowing which includes such
Canadian Revolving Loan and (C) the Canadian Funding Banks shall purchase from
the Canadian Lender related to the assignor U.S. Lender (x) the portion of the
Canadian Revolving Credit Commitment of such Canadian Lender in an amount equal
to the assignee Participating Lender’s Pro Rata Share of the amount of the
Maximum Canadian Revolver Amount and (y) such portion of the Canadian Revolving
Loans of such Canadian Lender in an amount equal to the assignee Participating
Lender’s Pro Rata Share of the Borrowings which include the Canadian Revolving
Loans (other than Canadian Swingline Loans) of such Canadian Lender.


132






          (iii)
If an assignor U.S. Lender does not have a Related Canadian Lender and the
assignee U.S. Lender does not have an Eligible Canadian Affiliate (determined
based upon the representation made by such assignee U.S. Lender in its
Assignment and Acceptance), then (A) the assignee U.S. Lender shall purchase
from the assignor U.S. Lender a pro rata portion of its U.S. Revolving Loans
and U.S. Revolving Credit Commitment and (B) the assignee U.S. Lender shall
assume the same pro rata portion of all obligations of the assignor U.S. Lender
under or with respect to the Canadian Revolving Loans and Canadian Revolving
Credit Commitments under this Agreement and as a result the assignee U.S.
Lender shall become a Participating Lender hereunder with an obligation to
purchase a Canadian Loan Participation from the Canadian Funding Banks in each
Canadian Revolving Loan (other than Canadian Swingline Loans) funded by the
Canadian Funding Banks in an amount equal to the assignee U.S. Lender’s Pro
Rata Share of the Borrowing which includes such Canadian Revolving Loan.


          (iv)
If an assignor U.S. Lender does not have a Related Canadian Lender and the
assignee U.S. Lender has an Eligible Canadian Affiliate (determined based upon
the representation made by such assignee U.S. Lender in its Assignment and
Acceptance), then (A) the assignee U.S. Lender shall purchase from the assignor
U.S. Lender a pro rata portion of its U.S. Revolving Loans and U.S. Revolving
Credit Commitment, (B) the Eligible Canadian Affiliate of the assignee U.S.
Lender shall become a Canadian Lender hereunder with a Canadian Revolving Credit
Commitment equal to its Pro Rata Share of the amount of the Maximum Canadian
Revolver Amount (such Canadian Revolving Credit Commitment to be assumed from
the Canadian Funding Banks) and (C) the Eligible Canadian Affiliate of the
assignee U.S. Lender shall purchase from the Canadian Funding Banks such
portion of the Canadian Revolving Loans (other than Canadian Swingline Loans)
funded by the Canadian Funding Banks equal to the Pro Rata Share of such
Eligible Canadian Affiliate in the outstanding principal balance of all
Canadian Revolving Loans (other than Canadian Swingline Loans and Canadian
Agent Advances) outstanding at such time.


ARTICLE XIII


THE AGENT


          13.1
Appointment and Authorization.
Each Lender hereby designates and appoints Bank as its Agent under this
Agreement and the other Loan Documents and each Lender hereby irrevocably
authorizes the Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. The
Agent agrees to act as such on the express conditions contained in this Article XIII.
The provisions of this Article XIII (other than Sections 13.9,
13.11(a) and 13.11(b)) are solely for the benefit of the Agent
and the Lenders, and the Borrowers shall have no rights as third party
beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the
contrary contained elsewhere in this Agreement or in any other Loan Document,
the Agent shall not have any duties or responsibilities, except those expressly
set forth herein, nor shall the Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the
foregoing sentence, the use of the term “agent” in this Agreement with
reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship
between independent contracting parties.
Except as expressly otherwise provided in this Agreement, the Agent
shall have and may use its sole discretion with respect to exercising or
refraining from exercising any discretionary rights or taking or refraining
from taking any actions which the Agent is expressly entitled to take or assert
under this Agreement and the other Loan Documents, including (a) the
determination of the applicability of ineligibility criteria with respect to
the calculation of the U.S. Borrowing Base or the Canadian Borrowing Base, as
applicable, (b) the making of Agent Advances pursuant to Section 2.5(h)
or Section 2.6(i), as applicable, and (c) the exercise of remedies
pursuant to Section 10.2, and any action so taken or not taken
shall be deemed consented to by the Lenders. 


133






          For
the purposes of creating a solidarité active in accordance with
Article 1541 of the Civil Code of Québec between each  Secured Party, taken individually, on the
one hand, and the Agent, on the other hand, each Obligor and each such  Secured Party acknowledge and agree with the
Agent that such  Secured Party and the
Agent are hereby conferred the legal status of solidary creditors of each such
Obligor in respect of all Obligations owed by each such Obligor to the Agent
and such Secured Party hereunder and under the other Loan Documents
(collectively, the “Solidary Claim”) and that, accordingly, but subject
(for the avoidance of doubt) to Article 1542 of the Civil Code of Québec,
each such Obligor is irrevocably bound towards the Agent and each  Secured Party in respect of the entire
Solidary Claim of the Agent and such  Secured
Party.  As a result of the foregoing,
the parties hereto acknowledge that the Agent and each Secured Party shall at
all times have a valid and effective right of action for the entire Solidary
Claim of the Agent and such Secured Party and the right to give full aquittance
for it.  Accordingly, and without
limiting the generality of the foregoing, the Agent, as solidary creditor with
each  Secured Party, shall at all times
have a valid and effective right of action in respect of the Solidary Claim and
the right to give a full aquittance for same.
By its execution of the Loan Documents to which it is a party, each such
Obligor not a party hereto shall also be deemed to have accepted the
stipulations hereinabove provided.  The
parties further agree and acknowledge that such Liens (hypothecs) under
the  Security Documents and the other
Loan Documents shall be granted to the Agent, for its own benefit and for the
benefit of the  Secured Parties, as
solidary creditor as hereinabove set forth.


          13.2
Delegation of Duties. The Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney in fact that it selects as long as such selection was made without
gross negligence or willful misconduct.
Without limiting the generality of the foregoing, the Agent hereby
appoints the Borrowers’ Agent to be a subagent solely of the Agent solely for
the purpose of (a) causing (i) the Agent to be named as lienholder, secured
party, legal owner or such other capacity, as appropriate, on the certificate
of title for any Titled Goods or (ii) on any filing or registration statement
in favor of the Agent, effected under the Loan Documents in the PPSA or
otherwise, the addition of any Titled Goods by its VIN or serial number, in either case in order to create and/or perfect
the security interest of the Secured Parties therein and (b) releasing any such
security interest upon a sale of the Title Goods covered thereby in compliance
with the terms of the Agreement; provided that (A) the Borrowers’ Agent
in such capacity may appoint other third-party subagents reasonably acceptable
to the Agent, (B) neither the Borrowers’ Agent nor any such subagent shall be
authorized to take any other action with respect to any such Collateral unless
and except to the extent expressly authorized in writing by the Agent, and (C)
such appointment, and any further subagency, may be terminated by the Agent at
any time by notice to the Borrowers’ Agent. 


134






          13.3
Liability of Agent. None of the
Agent-Related Persons shall (a) be liable for any action taken or omitted
to be taken by any of them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct), or (b) be responsible in any
manner to any of the Lenders for any recital, statement, representation or
warranty made by any Obligor or any Subsidiary or Affiliate of any Obligor, or
any officer thereof, contained in this Agreement or in any other Loan Document,
or in any certificate, report, statement or other document referred to or
provided for in, or received by the Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of any Obligor or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Obligor or any of their Subsidiaries or Affiliates. 


          13.4
Reliance by Agent. The Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Obligor), independent accountants and
other experts selected by the Agent.
The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
The Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Loan Document in accordance with
a request or consent of the Required Lenders (or all Lenders if so required by Section 12.1)
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all of the Lenders. 


          13.5
Notice of Default. The Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default, unless the Agent shall have received written
notice from a Lender or the Borrowers referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “notice of
default.” The Agent will notify the
Lenders of their receipt of any such notice.
The Agent shall take such action with respect to such Default or Event
of Default as may be requested by the Required Lenders in accordance with Article X;
provided, however, that unless and until the Agent has received
any such request, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as they shall deem advisable. 


135






          13.6
Credit Decision. Each Lender
acknowledges that none of the Agent-Related Persons has made any representation
or warranty to it, and that no act by the Agent hereinafter taken, including
any review of the affairs of the Borrowers and their Affiliates, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender. Each Lender represents to the Agent that it has, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Obligors and their Affiliates, and
all applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Borrowers. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Obligors and their Affiliates. Except for notices, reports and other
documents expressly herein required to be furnished to the Lenders by the
Agent, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of the
Obligors or any of their Affiliates which may come into the possession of any
of the Agent-Related Persons. 


          13.7
Indemnification. Whether or not
the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand the Agent-Related Persons (to the extent not reimbursed
by or on behalf of the Borrowers and without limiting the obligation of the
Borrowers to do so), ratably in accordance with their respective Commitments,
from and against any and all Indemnified Liabilities as such term is defined in
Section 14.11; provided, however, that no Lender
shall be liable for the payment to such Agent-Related Persons of any portion of
such Indemnified Liabilities to the extent resulting from such Person’s gross
negligence or willful misconduct.
Without limitation of the foregoing, each Lender shall ratably reimburse
the Agent upon demand for its share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Agent is not reimbursed for such expenses by or on
behalf of the Borrowers. The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent. 


136






          13.8
Agent in Individual Capacity.
The Bank and its Affiliates may make loans to, issue letters of credit
for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with the Obligors and their Subsidiaries and
Affiliates as though the Bank were not the Agent hereunder and without notice
to or consent of the Lenders. The Bank
and its Affiliates may receive information regarding the Obligors, their
Affiliates and Account Debtors (including information that may be subject to
confidentiality obligations in favor of the Obligors or such Affiliates) and
the Lenders hereby acknowledge that the Agent and the Bank shall be under no
obligation to provide such information to them. With respect to its Loans, the Bank shall have the same rights
and powers under this Agreement as any other Lender and may exercise the same
as though it were not the Agent, and the terms “Lender” and “Lenders” include
the Bank in its individual capacity. 


          13.9
Successor Agent. The Agent may resign as Agent upon at least 30 days’
prior notice to the Lenders and the Borrowers’ Agent, such resignation to be
effective upon the acceptance of a successor agent to its appointment as
Agent. In the event the Bank sells all
of its Loans and/or Commitments as part of a sale, transfer or other
disposition by the Bank of substantially all of its loan portfolio, the Bank
shall resign as Agent and such purchaser or transferee shall become the
successor Agent hereunder. Subject to
the foregoing, if the Agent resigns under this Agreement, the Required Lenders
(with the prior consent of the Borrowers’ Agent, such consent not to be
unreasonably withheld and such consent not to be required if an Event of
Default has occurred and is continuing) shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be a Lender or a
commercial bank, commercial finance company or other asset based lender having
total assets in excess of $5,000,000,000.
If no successor agent is appointed prior to the effective date of the
resignation of the Agent, the Agent may appoint, after consulting with the
Lenders and the Borrowers’ Agent (but without the need for the consent of the
Borrowers’ Agent), a successor agent from among the Lenders. Upon the acceptance of its appointment as
successor agent hereunder, such successor agent shall succeed to all the
rights, powers and duties of the retiring Agent and the term “Agent” shall mean
such successor agent and the retiring Agent’s appointment, powers and duties as
Agent shall be terminated. After any retiring Agent’s resignation hereunder as
Agent, the provisions of this Article XIII and Section 14.11
shall continue to inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under this Agreement. 


          13.10
Withholding Tax. 


                    (a)
If any Lender lending to the U.S. Borrowers or the Specified Loan Borrower is
not a United States person within the meaning of the Code and such Lender
claims exemption from, or a reduction of, U.S. withholding Tax under
Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of
the Agent, to deliver to the Agent and the Borrowers’ Agent:


          (i)
if such Lender claims an exemption from, or a reduction of, withholding Tax
under an applicable tax treaty, two properly completed and executed IRS Form
W-8BEN (or any successor form thereto) before the payment of any interest under
this Agreement to such Lender;


137






          (ii)
if such Lender claims that interest paid under this Agreement is exempt from
United States of America withholding Tax because it is effectively connected
with a United States of America trade or business of such Lender (and, if an
applicable tax treaty requires, for the permanent establishment of such Lender
in the United States of America), two properly completed and executed IRS Form
W-8ECI (or any successor form thereto) before the payment of any interest under
this Agreement to such Lender and before the end of each third succeeding
calendar year from the date such Lender initially provided the IRS Form W-8ECIs
if such Lender continues to be a Lender under this Agreement; and


          (iii)
such other form or forms as may be required under the Code or other laws of the
United States of America as a condition to exemption from, or reduction of,
United States of America withholding Tax.


Such Lender agrees to promptly notify the Agent and
the Borrowers’ Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction and shall provide any updated
forms, if applicable.


                    (b)
If any Lender is a United States person within the meaning of the Code, such
Lender agrees with an in favor of the Agent, to deliver to the Agent and the
Borrowers' Agent two properly completed and executed IRS Form W-9 (or any
successor form thereto) certifying that such person is entitled to a complete
exemption from United States backup withholding tax on payments pursuant to
this Agreement.  Any Lender supplying
forms pursuant to this Section 13.10(b) shall deliver to the Agent and
the Borrowers’ Agent additional copies of the relevant forms on or before the
date that such form expires, and shall promptly notify the Agent and the
Borrowers' Agent of any change in circumstances that would modify or render
invalid any claimed exemption or any forms previously provided.


                    (c)
If any Lender claims exemption from, or reduction of, withholding Tax by
providing any IRS Form to Agent or Borrowers’ Agent and such Lender sells,
assigns, grants a participation in, or otherwise transfers all or part of the
Obligations owing to such Lender, such Lender agrees to notify the Agent and
the Borrowers’ Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of the Borrowers to such Lender.  To the extent of such percentage amount, the
Agent will treat such Lender’s IRS Form as no longer valid.


                    (d)
If any Lender is entitled to a reduction in the applicable withholding Tax, the
Agent may withhold from any interest payment to such Lender an amount
equivalent to the applicable withholding Tax after taking into account such
reduction.  If the forms or other documentation
required by subsection (a) or (b) of this Section are
not delivered to the Agent and the Borrowers’ Agent, then the Agent may
withhold from any interest payment to such Lender not providing such forms or
other documentation an amount equivalent to the applicable withholding Tax.


138






                    (e)
If the IRS or any other Governmental Authority of the United States of America
or other jurisdiction asserts a claim that the Agent did not properly withhold
Tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered, was not properly executed, or because such
Lender failed to notify the Agent of a change in circumstances which rendered
the exemption from, or reduction of, withholding Tax ineffective, or for any
other reason) such Lender shall indemnify the Agent fully for all amounts paid,
directly or indirectly, by the Agent as Tax or otherwise, including, for the
avoidance of doubt, penalties and interest, and including any Taxes imposed by
any jurisdiction on the amounts payable to the Agent under this Section,
together with all costs and expenses (including Attorney Costs).  The obligation of the Lenders under this
subsection shall survive the payment of all Obligations and the resignation or replacement
of the Agent.


                    (f)
Each Canadian Lender and Participating Lender hereby represents and warrants to
the other parties hereto that it is and at all relevant times will be dealing
at arm’s length for the purposes of the Income Tax Act (Canada) with each of
the Canadian Borrowers, the Agent and the Canadian Funding Banks.


          13.11
Collateral Matters. 


                    (a)
The Lenders hereby irrevocably authorize the Agent (and if applicable, any
subagent appointed by the Agent under Section 13.2 or otherwise), and
the Agent (and if applicable, any subagent appointed by the Agent under Section
13.2 or otherwise) shall hereby have the obligation to release, subject to
the satisfaction of any conditions to release (if any) set forth herein,
including the continuance of the applicable Agent’s Lien in any proceeds of
released Collateral, any such Agent’s Liens upon any Collateral (i) upon
the termination of the Commitments and payment and satisfaction in full by the
Borrowers of all Loans and reimbursement obligations in respect of Letters of
Credit, and the termination or cash collateralization of all outstanding
Letters of Credit or the posting of Supporting Letters of Credit with respect
thereto (whether or not any of such obligations are due) and all other
Obligations (other than any contingent indemnity obligations with respect to
which no claim, demand or suit has been made, brought or threatened against an
Indemnified Person); (ii) constituting property being sold or disposed of,
if (except sales of items of Rental Equipment in the ordinary course of
business so long as such Agent’s Lien continues in the proceeds of such
Collateral) the Borrowers certify to the Agent that the sale or disposition is
made in compliance with Section 8.10 (and the Agent may rely
conclusively on any such certificate, without further inquiry);
(iii) constituting property in which the Obligors owned no interest at the
time the Lien was granted or at any time thereafter; (iv) constituting
property leased to an Obligor under a lease which has expired or been
terminated in a transaction permitted under this Agreement; (v) constituting
Relinquished Property, if such Relinquished Property shall have been
delivered to the applicable Qualified Intermediary in accordance with the
applicable exchange agreement and a first priority perfected security interest
shall have been granted by the applicable exchanger to the Agent for the
benefit of the Secured Parties of a first priority perfected security interest in
the rights of such exchanger in, to and under the related exchange agreement;
(vi) constituting any Like-Kind Exchange Account; or (vii) constituting
property being transferred pursuant to any Qualifying Receivables Transaction.  Except
as provided above, the Agent will not release any of such Agent’s Liens without
the prior written authorization of the Lenders; provided that, in
addition to the foregoing, (A) the Agent may, in its discretion, release
such Agent’s Liens on Collateral valued in the aggregate not in excess of
$25,000,000 during each Fiscal Year without the prior written authorization of
any Lender; and (B) the Agent may release the Agent’s Liens on Collateral
valued in the aggregate not in excess of $50,000,000 during each Fiscal Year with
the prior written authorization of Required Lenders, so long as all proceeds
received in connection with such release are applied to the Obligations in
accordance with Section 4.7 and, after giving effect to the
application of such proceeds and the updating of the U.S. Borrowing Base or the
Canadian Borrowing Base, as the case may be, to reflect the deletion of any
assets subject to such release, U.S. Availability or Canadian Availability, as
the case may be, shall be no less than the U.S. Availability or the Canadian
Availability, as the case may be, immediately prior to such release.  Upon request by the Agent or the Borrowers
at any time, the Lenders will confirm in writing the Agent’s authority to
release any applicable Agent’s Liens upon particular types or items of
Collateral pursuant to this Section 13.11.  In addition, the Lenders hereby irrevocably
authorize the Agent to (x) subordinate any Lien on any property granted to or
held by the Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 8.13(c) and (y) release any Guarantor from
its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee
Agreement if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.  Upon request by
the Agent at any time, the Required Lenders will confirm in writing the Agent’s
authority to release or subordinate its interest in particular types or items
of property, or to release any Guarantor from its obligations pursuant to this Section 13.11(a).


139






                    (b)
Upon receipt by the Agent of any authorization required pursuant to Section 13.11(a)
from the Lenders of the Agent’s authority to release or subordinate the
applicable Agent’s Liens upon particular types or items of Collateral, or to
release any Guarantor from its obligations under the U.S. Guarantee Agreement
or the Canadian Guarantee Agreement, and upon at least five (5) Business
Days’ prior written request by the Borrowers, the Agent shall (and is hereby
irrevocably authorized by the Lenders to) execute such documents as may be
necessary to evidence the release of such Agent’s Liens upon such Collateral or
to subordinate its interest therein, or to release such Guarantor from its
obligations under the U.S. Guarantee Agreement or the Canadian Guarantee
Agreement; provided, however, that (i) the Agent shall not
be required to execute any such document on terms which, in the Agent’s
opinion, would expose the Agent to liability or create any obligation or entail
any consequence other than the release of such Liens without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect
or impair the Obligations or any Liens (other than those expressly being
released) upon (or obligations of the Obligors in respect of) all interests
retained by the Obligors, including the proceeds of any sale, all of which
shall continue to constitute part of such Collateral.


                    (c)
The Agent shall have no obligation whatsoever to any of the Lenders to assure
that the Collateral exists or is owned by the Obligors or is cared for,
protected or insured or has been encumbered, or that the applicable Agent’s
Liens have been properly or sufficiently or lawfully created, perfected,
protected or enforced or are entitled to any particular priority, or to
exercise at all or in any particular manner or under any duty of care,
disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to the Agent pursuant to any of the
Loan Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission or event related thereto, the Agent may act in
any manner it may deem appropriate, in its sole discretion, given the Agent’s
own interest in the Collateral in its capacity as one of the Lenders and that
the Agent shall have no other duty or liability whatsoever to any Lender as to
any of the foregoing.


140







          13.12
Restrictions on Actions by Lenders; Sharing of Payments.


                    (a)
Each of the Lenders agrees that it shall not, without the express consent of
the Required Lenders, and that it shall, to the extent it is lawfully entitled
to do so, upon the request of the Required Lenders, set-off against the
Obligations, any amounts owing by such Lender to any Obligor or any accounts of
any Obligor now or hereafter maintained with such Lender. Each of the Lenders
further agrees that it shall not, unless specifically requested to do so by the
Agent, take or cause to be taken any action to enforce its rights under this
Agreement or against any Obligor, including the commencement of any legal or
equitable proceedings, to foreclose any Lien on, or otherwise enforce any
security interest in, any of the applicable Collateral.


                    (b)
If at any time or times any Lender shall receive (i) by payment,
foreclosure, setoff or otherwise, any proceeds of Collateral or any payments
with respect to the Obligations of any Obligor to such Lender arising under, or
relating to, this Agreement or the other Loan Documents, except for any such
proceeds or payments received by such Lender from the Agent pursuant to the
terms of this Agreement, or (ii) payments from the Agent in excess of such
Lender’s ratable portion of all such distributions by the Agent, such Lender
shall promptly (A) turn the same over to the Agent, in kind, and with such
endorsements as may be required to negotiate the same to the Agent, or in same
day funds, as applicable, for the account of all of the Lenders and for
application to the Obligations in accordance with the applicable provisions of
this Agreement, or (B) purchase, without recourse or warranty, an
undivided interest and participation in the Obligations owed to the other
Lenders so that such excess payment received shall be applied ratably as among
the Lenders in accordance with their Commitments; provided, however,
that if all or part of such excess payment received by the purchasing party is
thereafter recovered from it, those purchases of participations shall be
rescinded in whole or in part, as applicable, and the applicable portion of the
purchase price paid therefor shall be returned to such purchasing party, but without
interest except to the extent that such purchasing party is required to pay
interest in connection with the recovery of the excess payment. If following
the occurrence of an Event of Default and realization upon the Collateral and
the Guarantee Agreements, the U.S. Lenders on the one hand and the Canadian
Lenders on the other hand has suffered or incurred a loss not recovered from
available Collateral, each Lender shall make such payments to the others of
them so that the loss is shared by all Lenders in accordance with each such
Lender’s Pro Rata Share.


          13.13
Agency for Perfection. Each Lender hereby appoints each other
Lender as agent for the purpose of perfecting the Lenders’ security interest in
assets which, in accordance with the UCC or the PPSA or under other applicable
law, as applicable may be perfected by possession. Should any Lender (other
than the Agent) obtain possession of any such Collateral, such Lender shall
notify the Agent thereof, and, promptly upon the Agent’s request therefor,
shall deliver such Collateral to the Agent or in accordance with the Agent’s
instructions.


141






          13.14
Payments by Agent to Lenders. All payments to be made by the
Agent to the applicable Lenders shall be made by bank wire transfer or internal
transfer of immediately available funds to each such Lender pursuant to wire
transfer instructions delivered in writing to the Agent on or prior to the
Agreement Date (or if such Lender is an Assignee, on the applicable Assignment
and Acceptance), or pursuant to such other wire transfer instructions as each
party may designate for itself by written notice to the Agent. Concurrently
with each such payment, the Agent shall identify whether such payment (or any
portion thereof) represents principal, interest or fees on the Loans or
otherwise. Unless the Agent receives notice from the applicable Borrowers prior
to the date on which any payment is due to the Lenders that such Borrowers will
not make such payment in full as and when required, the Agent may assume that
such Borrowers have made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required),
in reliance upon such assumption, distribute to each such Lender on such due
date an amount equal to the amount then due such Lender. If and to the extent
the Borrowers have not made such payment in full to the Agent, each applicable
Lender shall repay to the Agent on demand such amount distributed to such
Lender, together with interest thereon at the Federal Funds Rate for each day
from the date such amount is distributed to such Lender until the date repaid.


          13.15
Settlement.


                    (a)
Each Lender’s funded portion of the applicable Loans is intended by the
applicable Lenders to be equal at all times to such Lender’s Pro Rata Share of
the outstanding applicable Loans. Notwithstanding such agreement, the Agent,
the Bank, and the other applicable Lenders agree (which agreement shall not be
for the benefit of or enforceable by the applicable Borrowers) that in order to
facilitate the administration of this Agreement and the other Loan Documents,
settlement among them as to the applicable Loans (including the applicable
Swingline Loans and the applicable Agent Advances) shall take place on a
periodic basis in accordance with the following provisions:


          (i)
The Agent shall request settlement (“Settlement”) with the applicable
Lenders at least once every two weeks, or on a more frequent basis at the
Agent’s election, (A) on behalf of the Bank, with respect to each
applicable outstanding Swingline Loan, (B) for itself, with respect to
each applicable Agent Advance, and (C) with respect to collections
received, in each case, by notifying the Lenders of such requested Settlement by
telecopy or other electronic transmission, no later than 12:00 noon (New York
City time, as applicable) on the date of such requested Settlement (the “Settlement
Date”). Each Lender (other than the Bank, in the case of applicable
Swingline Loans and the Agent in the case of applicable Agent Advances) shall
transfer the amount of such Lender’s Pro Rata Share of the outstanding
principal amount of the applicable Swingline Loans and the applicable Agent
Advances with respect to each Settlement to the Agent, to the Agent’s account,
not later than 2:00 p.m. (New York City time), on the Settlement Date
applicable thereto. Settlements shall occur during the continuation of a
Default or an Event of Default and whether or not the applicable conditions
precedent set forth in Article IX have then been satisfied. Such
amounts made available to the Agent shall be applied against the amounts of the
applicable Swingline Loan or Agent Advance and, together with the portion of
such Swingline Loan or Agent Advance representing the Bank’s Pro Rata Share
thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall
constitute Revolving Loans of such Lenders. If any such amount is not
transferred to the Agent by any Lender on the Settlement Date applicable thereto,
the Agent shall be entitled to recover such amount on demand from such Lender
together with interest thereon at the Federal Funds Rate for the first three
(3) days from and after the Settlement Date and thereafter at the Interest
Rate then applicable to Base Rate Loans (A) on behalf of the Bank, with
respect to each outstanding Swingline Loan, and (B) for itself, with
respect to each applicable Agent Advance.


142






          (ii)
Notwithstanding the foregoing, not more than one (1) Business Day after demand
is made by the Agent (whether before or after the occurrence of a Default or an
Event of Default and regardless of whether the Agent has requested a Settlement
with respect to an applicable Swingline Loan or applicable Agent Advance), each
other Lender (A) shall irrevocably and unconditionally purchase and
receive from the Bank or the Agent, as applicable, without recourse or
warranty, an undivided interest and participation in such Swingline Loan or
Agent Advance equal to such Lender’s Pro Rata Share of such Swingline Loan or
Agent Advance and (B) if Settlement has not previously occurred with
respect to such Swingline Loans or Agent Advances, upon demand by the Bank or
the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as
the purchase price of such participation an amount equal to one-hundred percent
(100%) of such Lender’s Pro Rata Share of such Swingline Loans or Agent
Advances. If such amount is not in fact made available to the Agent by any
Lender, the Agent shall be entitled to recover such amount on demand from such
Lender together with interest thereon at the Federal Funds Rate for the first
three (3) days from and after such demand and thereafter at the Interest
Rate then applicable to Base Rate Loans.


          (iii)
Notwithstanding any provisions of Section 2.5(g) or Section 2.6(h),
as applicable, to the contrary, from and after the date, if any, on which any
Lender purchases an undivided interest and participation in any applicable
Swingline Loan or applicable Agent Advance pursuant to clause (ii)
above, the Agent shall promptly distribute to such Lender, such Lender’s Pro
Rata Share of all payments of principal and interest and all proceeds of
Collateral received by the Agent in respect of such Swingline Loan or Agent
Advance.


          (iv)
Between Settlement Dates, the Agent, to the extent no applicable Agent Advances
are outstanding, may pay over to the Bank any payments received by the Agent,
which in accordance with the terms of this Agreement would be applied to the
reduction of the applicable Loans, for application to the Bank’s Loans
including applicable Swingline Loans. If, as of any Settlement Date,
collections received since the then immediately preceding Settlement Date have
been applied to the Bank’s Loans (other than to applicable Swingline Loans or
applicable Agent Advances in which such Lender has not yet funded its purchase
of a participation pursuant to clause (ii) above), as provided for in
the previous sentence, the Bank shall pay to the Agent for the accounts of the
Lenders, to be applied to the applicable outstanding Loans of such Lenders, an
amount such that each Lender shall, upon receipt of such amount, have, as of
such Settlement Date, its Pro Rata Share of the applicable Loans. During the
period between Settlement Dates, the Bank with respect to applicable Swingline
Loans, the Agent with respect to applicable Agent Advances, and each Lender
with respect to the applicable Loans other than applicable Swingline Loans and
applicable Agent Advances, shall be entitled to interest at the applicable rate
or rates payable under this Agreement on the actual average daily amount of
funds employed by the Bank, the Agent and the other Lenders.


143






          (v)
Unless the Agent has received written notice from a Lender to the contrary, the
Agent may assume that the applicable conditions precedent set forth in Article IX
have been satisfied.



                    (b)
Lenders’ Failure to Perform. All Loans (other than Swingline
Loans and Agent Advances) shall be made by the Lenders simultaneously and in
accordance with their Pro Rata Shares. It is understood that (i) no Lender
shall be responsible for any failure by any other Lender to perform its
obligation to make any applicable Loans hereunder, nor shall any applicable
Commitment of any Lender be increased or decreased as a result of any failure
by any other Lender to perform its obligation to make any Loans hereunder,
(ii) no failure by any Lender to perform its obligation to make any Loans
hereunder shall excuse any other Lender from its obligation to make any Loans
hereunder, and (iii) the obligations of each Lender hereunder shall be
several, not joint and several.


                    (c)
Defaulting Lenders. 


                    (i)
Unless the Agent receives notice from a Lender on or prior to the Closing Date
or, with respect to any Borrowing after the Closing Date, at least one Business
Day prior to the date of such Borrowing, that such Lender will not make
available as and when required hereunder to the Agent that Lender’s Pro Rata
Share of a Borrowing, the Agent may assume that each such Lender has made such
amount available to the Agent in immediately available funds on the Funding
Date. Furthermore, the Agent may, in reliance upon such assumption, make available
to the applicable Borrowers on such date a corresponding amount. If any Lender
has not transferred its full Pro Rata Share to the Agent in immediately
available funds, and the Agent has transferred the corresponding amount to the
applicable Borrowers, on the Business Day following such Funding Date that such
Lender shall make such amount available to the Agent, together with interest at
the Federal Funds Rate for that day. A notice by the Agent submitted to any
Lender with respect to amounts owing shall be conclusive, absent manifest
error. If each Lender’s full Pro Rata Share is transferred to the Agent as
required, the amount transferred to the Agent shall constitute that Lender’s
applicable Loan for all purposes of this Agreement. If that amount is not
transferred to the Agent on the Business Day following the Funding Date, the
Agent will notify the Borrowers’ Agent of such failure to fund and, upon demand
by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s
account, together with interest thereon for each day elapsed since the date of
such Borrowing, at a rate per annum equal to the Interest Rate applicable at
the time to the applicable Loans comprising that particular Borrowing. The
failure of any Lender to make any applicable Loan on any Funding Date (any such
Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting
Revolving Lender”) shall not relieve any other Lender of its obligation
hereunder to make an applicable Loan on that Funding Date. No Lender shall be
responsible for any other Lender’s failure to advance such other Lender’s Pro
Rata Share of any Borrowing. 


                    (ii)
The failure of any Participating Lender to make any payment required under Section
13.17(b) (any such Participating Lender, prior to the cure of such failure,
being hereinafter referred to as a “Defaulting Participating Lender”)
shall not relieve any other Participating Lender of its obligation hereunder to
make any payment required under Section 13.17(b). 


144






                    (d)
Retention of Defaulting Lender’s Payments. The Agent shall not be
obligated to transfer to a Defaulting Lender any payments made by the Borrowers
or any other Obligor to the Agent for the Defaulting Lender’s benefit; nor
shall a Defaulting Lender be entitled to the sharing of any payments hereunder.
Amounts payable to a Defaulting Lender shall instead be paid to or retained by
the Agent. In its discretion, the Agent may loan the Borrowers the amount of
all such payments received or retained by it for the account of such Defaulting
Lender. Any amounts so loaned to the Borrowers shall bear interest at the rate
applicable to Base Rate Loans and for all other purposes of this Agreement
shall be treated as if they were applicable Loans, provided, however,
that for purposes of voting or consenting to matters with respect to the Loan
Documents and determining Pro Rata Shares, such Defaulting Lender shall be
deemed not to be a “Lender”. Until a Defaulting Revolving Lender cures its
failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting
Revolving Lender shall not be entitled to any portion of the Unused Line Fee
and (B) the Unused Line Fee shall accrue in favor of the Lenders which
have funded their respective Pro Rata Shares of such requested Borrowing and
shall be allocated among such performing Lenders ratably based upon their
relative Commitments. Until a Defaulting Participating Lender cures its failure
to make payments required under Section 13.17(b) (A) such Defaulting
Participating Lender shall not be entitled to any portion of the Canadian
Revolving Loan Commitment Fee and (B) the Canadian Revolving Loan
Commitment Fee shall accrue in favor of the Participating Lenders which have
made payments required under Section 13.17(b) and shall be allocated
among such performing Participating Lenders ratably based upon their respective
related Lenders’ U.S. Revolving Credit Commitments. This Section shall
remain effective with respect to such Lender until such time as the Defaulting
Lender shall no longer be in default of any of its obligations under this
Agreement. The terms of this Section shall not be construed to increase or
otherwise affect any Commitment of any Lender, or relieve or excuse the
performance by the applicable Borrowers of their duties and obligations
hereunder.


                    (e)
Removal of Defaulting Lender. At the applicable Borrowers’
request, the Agent or an Eligible Assignee reasonably acceptable to the Agent
and the applicable Borrowers shall have the right (but not the obligation) to
purchase from any Defaulting Lender, and each Defaulting Lender shall, upon
such request, sell and assign to the Agent or such Eligible Assignee, all of
the Defaulting Lender’s interests, rights and obligations under this Agreement
and the Loan Documents. Such sale shall be consummated promptly after the Agent
has arranged for a purchase by the Agent or an Eligible Assignee pursuant to an
Assignment and Acceptance, and at a price equal to the outstanding principal
balance of the Defaulting Lender’s Loans, plus accrued interest and fees, and,
if applicable, any Funded Canadian Loan Participation of such Defaulting
Lender, without premium or discount.


          13.16
Letters of Credit; Intra-Lender Issues.


                    (a)
Notice of Letter of Credit Balance. On each Settlement Date the Agent
shall notify each U.S. Lender of the issuance of all Letters of Credit since
the prior Settlement Date.


                    (b)
Participations in Letters of Credit.


145






                    (i)
Purchase of Participations. Immediately upon issuance of any Letter of
Credit in accordance with Section 2.4(d), each U.S. Lender shall be
deemed to have irrevocably and unconditionally purchased and received without
recourse or warranty, an undivided interest and participation equal to such
U.S. Lender’s Pro Rata Share of the face amount of such Letter of Credit in
connection with the issuance of such Letter of Credit (including all
obligations of the applicable Borrowers with respect thereto, and any security
therefor or guaranty pertaining thereto).


                    (ii)
Sharing of Reimbursement Obligation Payments. Whenever the Agent
receives a payment from the Borrowers on account of reimbursement obligations
in respect of a Letter of Credit as to which the Agent has previously received
for the account of the applicable Letter of Credit Issuer thereof payment from
a U.S. Lender, the Agent shall promptly pay to such U.S. Lender such U.S.
Lender’s Pro Rata Share of such payment from the applicable Borrowers. Each
such payment shall be made by the Agent on the next Settlement Date.


                    (iii)
Documentation. Upon the request of any U.S. Lender, the Agent shall
furnish to such U.S. Lender copies of any Letter of Credit, reimbursement
agreements executed in connection therewith, applications for any Letter of
Credit, and such other documentation relating to such Letter of Credit as may
reasonably be requested by such U.S. Lender.


                    (iv)
Obligations Irrevocable. The obligations of each U.S. Lender to make
payments to the Agent with respect to any Letter of Credit or with respect to
their participation therein or with respect to the U.S. Revolving Loans made as
a result of a drawing under a Letter of Credit and the obligations of the
applicable Borrowers for whose account the Letter of Credit was issued to make
payments to the Agent, for the account of the U.S. Lenders, shall be
irrevocable and shall not be subject to any qualification or exception whatsoever,
including any of the following circumstances:


          (A) any lack of validity or enforceability of this Agreement or any of the
other Loan Documents;


          (B)
the existence of any claim, setoff, defense or other right which the applicable
Borrowers may have at any time against a beneficiary named in a Letter of
Credit or any transferee of any Letter of Credit (or any Person for whom any
such transferee may be acting), any U.S. Lender, the Agent, the applicable
Letter of Credit Issuer, or any other Person, whether in connection with this
Agreement, any applicable Letter of Credit, the transactions contemplated
herein or any unrelated transactions (including any underlying transactions
between the applicable Borrowers or any other Person and the beneficiary named
in any Letter of Credit);


          (C)
any draft, certificate or any other document presented under the Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect;


          (D)
the surrender or impairment of any security for the performance or observance
of any of the terms of any of the Loan Documents;


146






          (E)
the occurrence of any Default or Event of Default; or


          (F)
the failure of the Borrowers to satisfy the applicable conditions precedent set
forth in Article IX.


                    (c)
Recovery or Avoidance of Payments; Refund of Payments In Error. In the
event any payment by or on behalf of the applicable Borrowers received by the
Agent with respect to any Letter of Credit provided for any Letter of Credit
and distributed by the Agent to the U.S. Lenders on account of their respective
participations therein is thereafter set aside, avoided or recovered from the
Agent or the applicable Letter of Credit Issuer in connection with any
receivership, liquidation or bankruptcy proceeding, the U.S. Lenders shall,
upon demand by the Agent, pay to the Agent their respective Pro Rata Shares of
such amount set aside, avoided or recovered, together with interest at the rate
required to be paid by the Agent or the applicable Letter of Credit Issuer upon
the amount required to be repaid by it. Unless the Agent receives notice from
the applicable Borrowers prior to the date on which any payment is due to the
U.S. Lenders that the applicable Borrowers will not make such payment in full
as and when required, the Agent may assume that the Borrowers have made such
payment in full to the Agent on such date in immediately available funds and
the Agent may (but shall not be so required), in reliance upon such assumption,
distribute to each U.S. Lender on such due date an amount equal to the amount
then due such U.S. Lender. If and to the extent the Borrowers have not made
such payment in full to the Agent, each U.S. Lender shall repay to the Agent on
demand such amount distributed to such U.S. Lender, together with interest
thereon at the Federal Funds Rate for each day from the date such amount is
distributed to such U.S. Lender until the date repaid.


                    (d)
Indemnification by U.S. Lenders. To the extent not reimbursed by the
applicable Borrowers and without limiting the obligations of the applicable
Borrowers hereunder, the U.S. Lenders agree to indemnify the applicable Letter
of Credit Issuer ratably in accordance with their respective Pro Rata Shares,
for any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including attorneys’ fees) or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against such Letter of Credit Issuer in any way relating to or arising
out of any Letter of Credit or the transactions contemplated thereby or any
action taken or omitted by such Letter of Credit Issuer under any Letter of
Credit or any Loan Document in connection therewith; provided that no
Lender shall be liable for any of the foregoing to the extent it arises from
the gross negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each U.S. Lender agrees to reimburse the
applicable Letter of Credit Issuer promptly upon demand for its Pro Rata Share
of any costs or expenses payable by the applicable Borrowers to such Letter of
Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly
reimbursed for such costs and expenses by the applicable Borrowers. The
agreement contained in this Section shall survive payment in full of all
other Obligations.


147






          13.17
Canadian Revolving Loans; Intra-Lender Issues.


                    (a)
Canadian Loan Participations. Notwithstanding anything to the contrary
contained herein, all Canadian Revolving Loans shall be made solely by the
Canadian Lenders. However, each Lender that does not have a Canadian Revolving
Credit Commitment or an Affiliate with a Canadian Revolving Credit Commitment
(a “Participating Lender”) shall irrevocably and unconditionally
purchase and acquire and shall be deemed to irrevocably and unconditionally
purchase and acquire from the Canadian Funding Banks, and the Canadian Funding
Banks shall sell and be deemed to sell to each such Participating Lender,
without recourse or any representation or warranty whatsoever, an undivided
interest and participation (a “Canadian Loan Participation”) in each
Canadian Revolving Loan funded by the Canadian Funding Banks (other than a
Canadian Swingline Loan) in an amount equal to such Participating Lender’s Pro
Rata Share of the Borrowing which includes such Canadian Revolving Loan. Such
purchase and sale of a Canadian Loan Participation shall be deemed to occur
automatically upon the making of a Canadian Revolving Loan by the Canadian
Funding Banks (other than a Canadian Swingline Loan), without any further
notice to any Participating Lender. The purchase price payable by each
Participating Lender to the Canadian Funding Banks for each Canadian Loan
Participation purchased by it from the Canadian Funding Banks shall be equal to
100% of the principal amount of such Canadian Loan Participation (i.e., the
product of (i) the amount of the Borrowing which includes the relevant Canadian
Revolving Loan and (ii) such Participating Lender’s Pro Rata Share), and such
purchase price shall be payable by each Participating Lender to the Canadian Funding
Banks in accordance with the settlement procedure set forth in Section
13.17(b) below. All rights and obligations of the Canadian Funding Banks
hereunder shall be allocated among the Canadian Funding Banks based on their
respective Canadian Funding Percentages. The Canadian Funding Banks and the
Agent shall record on their books the amount of the Canadian Revolving Loans
made by the Canadian Funding Banks and each Participating Lender’s Canadian
Loan Participation and Funded Canadian Loan Participation therein, all payments
in respect thereof and interest accrued thereon and all payments made by and to
each Participating Lender pursuant to this ­Section 13.17.
Notwithstanding anything to the contrary contained in any Loan Document, the
Agent is hereby authorized to designate any Canadian Lender to be a Canadian
Funding Bank if such Canadian Lender shall have so agreed, and if any time a
Participating Lender shall acquire or have an Eligible Canadian Affiliate, at
the request of the Agent, if such Participating Lender and Eligible Canadian
Affiliate shall so agree, the applicable Canadian Funding Banks shall assign to
such Eligible Canadian Affiliate, and such Eligible Canadian Affiliate shall
assume and purchase from the applicable Canadian Funding Banks, (x) Canadian
Revolving Loans in an aggregate principal amount equal to such Participating
Lender’s Canadian Loan Participations and (y) a Canadian Revolving Credit
Commitment in an amount equal to such Participating Lender’s ratable share
(based on the respective U.S. Revolving Credit Commitments of such
Participating Lender and each other U.S. Lender that has a related Canadian
Lender) of the aggregate Canadian Revolving Credit Commitments.


148






                    (b)
Settlement Procedures for Canadian Loan Participations. Each
Participating Lender’s Canadian Loan Participation in the Canadian Revolving
Loans (other than Canadian Swingline Loans and Canadian Agent Advances) shall
be in an amount equal to its Pro Rata Share of all such Canadian Revolving
Loans. However, in order to facilitate the administration of the Canadian
Revolving Loans made by the Canadian Funding Banks and the Canadian Loan
Participations, settlement among the Canadian Funding Banks and the
Participating Lenders with regard to the Participating Lenders’ Canadian Loan
Participations shall take place in accordance with the following provisions:


          (i)
The Canadian Funding Banks and the Participating Lenders shall settle (a “Canadian
Participation Settlement”) by payments in respect of the Canadian Loan
Participations as follows: So long as any Canadian Revolving Loans are
outstanding, Canadian Participation Settlements shall be effected through the
Agent acting through its Canada branch on such Business Days as the Agent (or the
Canadian Bank on its behalf) shall specify by a notice by telecopy, telephone
or similar form of notice to each Participating Lender requesting such Canadian
Participation Settlement (each such date on which a Canadian Participation
Settlement occurs herein called a “Canadian Participation Settlement Date”),
such notice to be delivered no later than 12:00 noon (New York time) on the
requested Canadian Participation Settlement Date; provided, that neither
the Canadian Funding Banks nor the Agent shall specify a Canadian Participation
Settlement Date prior to the occurrence of a Default under Section 10.1(e),
10.1(f), 10.1(g) or 10.1(h) or an Event of Default; provided,
further, that if (x) such Default or Event of Default is cured or waived
in writing in accordance with the terms hereof, (y) no Obligations have yet
been declared due and payable under Section 10.2 and (z) the Agent and
the Canadian Funding Banks have actual knowledge of such cure or waiver, all
prior to the Canadian Funding Banks or the Agent giving notice to the
Participating Lenders of the first Canadian Participation Settlement Date under
this Agreement, then neither the Canadian Funding Banks nor the Agent shall
give notice to the Participating Lenders of a Canadian Participation Settlement
Date based upon such cured or waived Default or Event of Default; and provided,
further, that the Canadian Funding Banks or the Agent, as the case may
be, shall give the Canadian Borrowers not less than one (1) Business Days’
prior notice of the first Canadian Participation Settlement Date under this
Agreement. If on any Canadian Participation Settlement Date the total principal
amount of the Canadian Revolving Loans (other than Canadian Swingline Loans)
made or deemed made by the Canadian Funding Banks during the period ending on
(but excluding) such Canadian Participation Settlement Date and commencing on
(and including) the immediately preceding Canadian Participation Settlement
Date (or the Closing Date in the case of the period ending on the first Canadian
Participation Settlement Date) (each such period herein called a “Canadian
Participation Settlement Period”) is greater than the principal amount of
Canadian Revolving Loans (other than Canadian Swingline Loans) repaid during
such Canadian Participation Settlement Period to the Canadian Funding Banks,
each Participating Lender shall pay to the Canadian Funding Banks (through the
Agent acting through its Canada branch), no later than 2:00 p.m. (New York
time) on such Canadian Participation Settlement Date, an amount equal to such
Participating Lender’s ratable share of the amount of such excess. If in any
Canadian Participation Settlement Period the outstanding principal amount of
the Canadian Revolving Loans (other than Canadian Swingline Loans) repaid to
the Canadian Funding Banks in such period exceeds the total principal amount of
the Canadian Revolving Loans (other than Canadian Swingline Loans) made or
deemed made by the Canadian Funding Banks during such period, the Canadian
Funding Banks shall pay to each Participating Lender (through the Agent acting
through its Canada branch (or the Canadian Bank on its behalf)) on such
Canadian Participation Settlement Date an amount equal to such Participating
Lender’s ratable share of such excess. In addition, on each Canadian
Participation Settlement Date the Canadian Funding Banks (through the Agent
acting through its Canada branch) shall pay to each Participating Lender, to
the extent received from the Canadian Obligors, such Participating Lender’s
ratable share of the interest paid on the Canadian Revolving Loans (other than
Canadian Swingline Loans) made by the Canadian Funding Banks during the
Canadian Participation Settlement Period ending on such Canadian Participation
Settlement Date, such ratable share to be equal to the percentage which the
average daily outstanding amount of such Participating Lender’s Funded Canadian
Loan Participation with the Canadian Funding Banks for the period for which
such interest is paid bears to the average daily amount of the total
outstanding principal amount of the Canadian Revolving Loans (other than
Canadian Swingline Loans) made by the Canadian Funding Banks during such
period. Canadian Participation Settlements in respect of Canadian Revolving
Loans shall be made in Cdn. Dollars (or, at the request of any Participating
Lender, the Equivalent Amount in Dollars of any applicable amount on the day
such amount is paid) on the Canadian Participation Settlement Date for such
Canadian Revolving Loans.


149






          (ii)
If any Participating Lender fails to pay to the Canadian Funding Banks on any
Canadian Participation Settlement Date the full amount required to be paid by
such Participating Lender to the Canadian Funding Banks on such Canadian
Participation Settlement Date in respect of such Participating Lender’s
Canadian Loan Participation (such Participating Lender’s “Canadian
Participation Settlement Amount”) with the Canadian Funding Banks, the
Canadian Funding Banks shall be entitled to recover such unpaid amount from
such Participating Lender, together with interest thereon (in the same
respective currency or currencies as the relevant Canadian Revolving Loans) at
the Canadian Prime Rate for the first three (3) days from and after the
Canadian Participation Settlement Date and thereafter at the interest rate then
applicable to the relevant Canadian Revolving Loans. Without limiting the
Canadian Funding Banks’ rights to recover from any Participating Lender any
unpaid Canadian Participation Settlement Amount payable by such Participating
Lender to the Canadian Funding Banks, the Canadian Funding Banks and the Agent
acting through its Canada branch or otherwise shall also be entitled to
withhold from amounts otherwise payable to such Participating Lender, and the
Agent shall also be entitled to withhold from amounts otherwise payable to the
Lender related to such Participating Lender, an amount equal to such
Participating Lender’s unpaid Canadian Participation Settlement Amount owing to
the Canadian Funding Banks and apply such withheld amount to the payment of any
unpaid Canadian Participation Settlement Amount owing by such Participating
Lender to the Canadian Funding Banks.


          (iii)
If there occurs any Default under Section 10.1(e), 10.1(f), 10.1(g)
or 10.1(h) or any Event of Default, and so long as such Default or Event
of Default continues, each Participating Lender shall also pay to the Canadian
Funding Banks upon demand by the Canadian Funding Banks an amount equal to the
difference between (A) such Participating Lender’s ratable share of interest
accrued and unpaid on the Canadian Revolving Loans (other than Canadian
Swingline Loans) made by the Canadian Funding Banks and (B) interest accrued
and unpaid on such Participating Lender’s Funded Canadian Loan Participation
with the Canadian Funding Banks. Upon such payment, such Participating Lender
shall be entitled to receive from the Canadian Funding Banks, as and when paid
by the Canadian Obligors or recovered from their assets, such Participating
Lender’s ratable share of all payments of interest accrued on the Canadian
Revolving Loans (other than Canadian Swingline Loans) made by the Canadian
Funding Banks. Amounts payable under this paragraph (iii) shall be paid in Cdn.
Dollars (or, at the request of any Participating Lender, the Equivalent Amount
in Dollars of such amounts on the day such amounts are paid hereunder) on the
date payment is required to be made hereunder.


150






          (iv)
If the Canadian Funding Banks are required to make any payment to the Agent (or
the Canadian Bank, in the case of Canadian Swingline Loans) with respect to any
Canadian Swingline Loan (or its participation therein) or any Canadian Agent
Advance (or its participation therein), in each case other than as a Canadian
Revolving Loan being made to any Canadian Borrower, each Participating Lender
shall, upon request of the Canadian Funding Banks, pay to the Canadian Funding
Banks an amount equal to such Participating Lender’s ratable share of such
payment.


          (v)
Following the first Canadian Participation Settlement Date, the Agent acting
through its Canada branch shall effect a Canadian Participation Settlement on
each subsequent Settlement Date or within one (1) Business Day thereafter.


                    (c)
Obligations Irrevocable. The obligations of each Participating Lender to
purchase from the Canadian Funding Banks a participation in each Canadian
Revolving Loan (other than Canadian Swingline Loans) made by the Canadian
Funding Banks and to make payments to the Canadian Funding Banks with respect
to such participation and to make payments to the Canadian Funding Banks with
respect to Canadian Swingline Loans and Canadian Agent Advances participated in
by the Canadian Funding Banks, in each case as provided herein, shall be
irrevocable and not subject to any qualification or exception whatsoever,
including any of the following circumstances:


          (i)
any lack of validity or enforceability of this Agreement or any of the other
Loan Documents or of any Canadian Revolving Loans, against any Borrower or any
Canadian Guarantor;


          (ii)
the existence of any claim, setoff, defense or other right which any Canadian
Borrower or any other Borrower or any Guarantor may have at any time in respect
of any Canadian Revolving Loans;


          (iii)
any application or misapplication of any proceeds of any Canadian Revolving
Loans;


          (iv)
the surrender or impairment of any security for any Canadian Revolving Loans;


          (v)
the occurrence of any Default or Event of Default;


          (vi)
the commencement or pendency of any events specified Section 10.1(e),
10.1(f), 10.1(g) or 10.1(h) in respect of any Obligor or
any other Person; or


          (vii)
the failure to satisfy the applicable conditions precedent set forth in Section
9 or the occurrence of any of the circumstances set forth in Section
13.16(b)(iv).


151






                    (d)
Recovery or Avoidance of Payments. In the event any payment by or on
behalf of any Canadian Borrower or any other Obligor received by the Canadian
Funding Banks or the Agent acting through its Canada branch with respect to any
Canadian Revolving Loan made by the Canadian Funding Banks is thereafter set
aside, avoided or recovered from the Canadian Funding Banks or the Agent in
connection with any receivership, liquidation or bankruptcy proceeding, each
Participating Lender shall, upon demand by the Canadian Funding Banks or the
Agent, pay to the Canadian Funding Banks (through the Agent acting through its
Canada branch) such Participating Lender’s ratable share of such amount set
aside, avoided or recovered, together with interest at the rate and in the
currency required to be paid by the Canadian Funding Banks or the Agent upon
the amount required to be repaid by it.


                    (e)
Indemnification by Lenders. Each Participating Lender agrees to
indemnify the Canadian Funding Banks (to the extent not reimbursed by the
Canadian Borrowers and without limiting the obligations of the Canadian
Borrowers hereunder or under any other Loan Document) ratably for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including Attorney Costs) or disbursements of any kind
and nature whatsoever that may be imposed on, incurred by or asserted against
the Canadian Funding Banks in any way relating to or arising out of any
Canadian Revolving Loans or any participations by the Canadian Funding Banks in
any Canadian Swingline Loans or Canadian Agent Advances or any action taken or
omitted by the Canadian Funding Banks in connection therewith. Without limiting
the foregoing, each Participating Lender agrees to reimburse the Canadian
Funding Banks promptly upon demand for such Participating Lender’s ratable
share of any costs or expenses payable by the Canadian Borrowers to the
Canadian Funding Banks in respect of the Canadian Revolving Loans to the extent
that the Canadian Funding Banks is not promptly reimbursed for such costs and
expenses by the Canadian Borrowers. The agreement contained in this Section
13.17(e) shall survive payment in full of all Canadian Revolving Loans.


                    (f)
Canadian Loan Participation Fee. In consideration for each Participating
Lender’s participation in the Canadian Revolving Loans (other than Canadian Swingline
Loans) made by the Canadian Funding Banks, the Canadian Funding Banks agree to
pay to the Agent acting through its Canada branch, ratably in accordance with
their respective Canadian Funding Percentages, for the account of each
Participating Lender, as and when the Canadian Funding Banks receive payment of
interest on their Canadian Revolving Loans (other than Canadian Swingline
Loans), a fee (the “Canadian Loan Participation Fee”) at a rate per
annum equal to the Applicable Margin on such Canadian Revolving Loans minus
0.25%, ratably in accordance with the Unfunded Canadian Loan Participation of
such Participating Lender in such Canadian Revolving Loans of the Canadian
Funding Banks. The Canadian Loan Participation Fee in respect of any Unfunded Canadian
Loan Participation in a Canadian Revolving Loan shall be payable to the Agent
acting through its Canada branch in Cdn. Dollars when interest on such Canadian
Revolving Loan is received by the Canadian Funding Banks. If the Canadian
Funding Banks do not receive payment in full of such interest, the Canadian
Loan Participation Fee in respect of the Unfunded Canadian Loan Participation
in such Canadian Revolving Loan shall be reduced proportionately. Any amounts
payable under this Section 13.17(f) by the Agent acting through its
Canada branch to the Participating Lenders shall be paid in Cdn. Dollars or, at
the request of any Participating Lender, the Equivalent Amount in Dollars of
such amounts on the day of payment to such Participating Lender.


152






                    (g)
Canadian Revolving Loan Commitment Fees. In consideration for each
Participating Lender’s participation in the Canadian Revolving Loans (other
than Canadian Swingline Loans) made by the Canadian Funding Banks, each
Canadian Funding Bank agrees to pay to the Agent acting through its Canada
branch for the account of each Participating Lender, as and when the Canadian
Funding Banks receive payment of their Pro Rata Share of the Unused Line Fee in
respect of their Canadian Revolving Credit Commitments pursuant to Section
3.5(c) (each, a “Canadian Revolving Loan Commitment Fee”), a portion
of each such Canadian Revolving Loan Commitment Fee equal to such Participating
Lender’s Pro Rata Share of the amount of such Canadian Revolving Loan Commitment
Fee paid to the Agent for the benefit of the Lenders. Each payment by the
Canadian Funding Banks of a Participating Lender’s share of a Canadian
Revolving Loan Commitment Fee shall be payable to the Agent acting through its
Canada branch (in Dollars) when such Canadian Revolving Loan Commitment Fee is
received by the Canadian Funding Banks. If the Canadian Funding Banks do not
receive payment in full of a Canadian Revolving Loan Commitment Fee due and
owing to the Canadian Funding Banks, the portion of such Canadian Revolving
Loan Commitment Fee payable to such Participating Lender shall be reduced
proportionately. Any amounts payable under this Section 13.17(g) by the
Agent acting through its Canada branch to the Participating Lenders shall be
paid in Dollars.


                    (h)
Canadian Affiliates. Anything contained herein to the contrary
notwithstanding, any Lender may assign to any of its Eligible Canadian
Affiliates that would otherwise qualify as an Eligible Assignee the rights and
obligations of such Lender in respect of Canadian Revolving Loans, and such
Affiliate shall thereupon be deemed to be the “Lender” hereunder in respect of
such Loans, provided that (i) such Lender shall have given notice of
such assignment to the Agent and the Borrowers, and (ii) for purposes of any
consents or other voting rights hereunder, the assignor Lender shall continue
to be the “Lender” with respect thereto.


                    (i)
No Liability of the Obligors. Anything contained herein to the contrary
notwithstanding, in the event a breach by any Lender (including any Canadian
Funding Bank) of its obligations owing to another Lender (including any
Canadian Funding Bank) under this Section 13.17 shall cause any losses
of such other Lender, the Obligors shall not be liable for any of such losses
and shall not be obligated to indemnify such other Lender for any of such
losses. This clause (i) shall not affect any Borrower’s obligations to
repay any Loans, any interest thereon or any other fees under this Agreement,
or any other Obligations of any Obligor not affected by any such breach.


          13.18
Concerning the Collateral and the Related Loan Documents. Each
Lender authorizes and directs the Agent to enter into the other Loan Documents,
for the ratable benefit and obligation of the Agent and the Lenders. Each
Lender agrees that any action taken by the Agent or the Required Lenders, as
applicable, in accordance with the terms of this Agreement or the other Loan
Documents, and the exercise by the Agent or the Required Lenders, as
applicable, of their respective powers set forth therein or herein, together
with such other powers that are reasonably incidental thereto, shall be binding
upon all of the Lenders. The Lenders acknowledge that the Loans, applicable
Agent Advances, applicable Swingline Loans, Bank Products (including all Hedge
Agreements) and all interest, fees and expenses hereunder constitute one Debt,
secured pari
passu by all of the applicable Collateral, subject to the order of
distribution set forth in Section 4.7.


153






          13.19
Field Audit and Examination Reports; Disclaimer by Lenders. By
signing this Agreement, each Lender:


          (a)
is deemed to have requested that the Agent furnish such Lender, promptly after
it becomes available, a copy of each field audit or examination report (each a
“Report” and collectively, “Reports”) prepared by or on behalf of
the Agent;


          (b)
expressly agrees and acknowledges that neither the Bank nor the Agent
(i) makes any representation or warranty as to the accuracy of any Report,
or (ii) shall be liable for any information contained in any Report;


          (c)
expressly agrees and acknowledges that the Reports are not comprehensive audits
or examinations, that the Agent or the Bank or other party performing any audit
or examination will inspect only specific information regarding the Obligors
and will rely significantly upon the Obligors’ books and records, as well as on
representations of Obligors’ personnel;


          (d)
agrees to keep all Reports confidential and strictly for its internal use, and
not to distribute except to its participants, or use any Report in any other
manner; and


          (e)
without limiting the generality of any other indemnification provision
contained in this Agreement, agrees: (i) to hold the Agent and any such
other Person preparing a Report harmless from any action the indemnifying
Lender may take or conclusion the indemnifying Lender may reach or draw from
any Report in connection with any loans or other credit accommodations that the
indemnifying Lender has made or may make to the Borrowers, or the indemnifying
Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or
loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend
and hold the Agent and any such other Person preparing a Report harmless from
and against, the claims, actions, proceedings, damages, costs, expenses and
other amounts (including Attorney Costs) incurred by the Agent and any such
other Person preparing a Report as the direct or indirect result of any third
parties who might obtain all or part of any Report through the indemnifying
Lender.


          13.20
Relation Among Lenders. The Lenders are not partners or
co-venturers, and no Lender shall be liable for the acts or omissions of, or
(except as otherwise set forth herein in case of the Agent) authorized to act
for, any other Lender.


          13.21
Arrangers; Agent.


                    (a)
Each of the parties to this Agreement acknowledges that, other than any rights
and duties explicitly assigned to the Arrangers under this Agreement, the
Arrangers do not have any obligations hereunder and shall not be responsible or
accountable to any other party hereto for any action or failure to act
hereunder. Without limiting the foregoing, no Arranger shall have or be deemed
to have any fiduciary relationship with any Lender. Each Lender acknowledges
that it has not relied, and will not rely, on the Arrangers in deciding to
enter into this Agreement or in taking or not taking action hereunder.


154






                    (b)
No Lender identified on the facing page of this Agreement as a “Syndication
Agent” or a “Co-Documentation Agent” shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those
applicable to all Lenders as such. Without limiting the foregoing, no Lender
identified as a “Syndication Agent” or a “Co-Documentation Agent” shall have or
be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders
so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.


          13.22
The Register.


                    (a)
The Agent shall maintain a register (each, a “Register”), which shall
include a master account and a subsidiary account for each applicable Lender
and in which accounts (taken together) shall be recorded (i) the date and
amount of each Borrowing made hereunder, the Type of each Loan comprising such
Borrowing and any Interest Period applicable thereto, (ii) the effective
date and amount of each Assignment and Acceptance delivered to and accepted by
it and the parties thereto, (iii) the amount of any principal or interest
due and payable or to become due and payable from the applicable Borrowers to
each Lender hereunder or under the notes payable by the applicable Borrowers to
such Lender, and (iv) the amount of any sum received by the Agent from the
applicable Borrowers or any other Obligor and each Lender’s ratable share
thereof. Each Register shall be available for inspection by the applicable
Borrowers or any applicable Lender at the respective offices of the Agent at
any reasonable time and from time to time upon reasonable prior notice. Any
failure of the Agent to record in the applicable Register, or any error in
doing so, shall not limit or otherwise affect the obligation of the applicable
Borrowers hereunder (or under any Loan Document) to pay any amount owing with
respect to the Loans or provide the basis for any claim against the Agent. The
Obligations and Letters of Credit are registered obligations and the right,
title and interest of any Lender and their assignees in and to such Obligations
and Letters of Credit as the case may be, shall be transferable only upon
notation of such transfer in the applicable Register. Solely for purposes of
this Section 13.22 and for Tax purposes only, the Agent shall be
the applicable Borrowers’ agent for purposes of maintaining the applicable
Register (but the Agent shall have no liability whatsoever to any applicable
Borrower or any other Person on account of any inaccuracies contained in the
applicable Register). This Section 13.22 shall be construed so that
the Obligations and Letters of Credit are at all times maintained in
“registered form” within the meaning of Sections 163(f), 871(h)(2) and
881(c)(2) of the Internal Revenue Code and any related regulations (and any
other relevant or successor provisions of the Internal Revenue Code or such
regulations).


                    (b)
In the event that any Lender sells participations in any Loan, Commitment or
other interest of such Lender hereunder or under any other Loan Document, such
Lender shall maintain a register on which it enters the name of all
participants in the Obligations held by it and the principal amount (and stated
interest thereon) of the portion of the Obligations which is the subject of the
participation (the “Participant Register”). An Obligation may be
participated in whole or in part only by registration of such participation on
the Participant Register (and each note shall expressly so provide). Any
participation of such Obligations may be effected only by the registration of
such participation on the Participant Register. The Participant Register shall
be available for inspection by the Borrower at any reasonable time and from
time to time upon reasonable prior notice.


155






ARTICLE XIV


MISCELLANEOUS


          14.1
No Waivers; Cumulative Remedies. No failure by the Agent or any
Lender to exercise any right, remedy, or option under this Agreement or any
present or future supplement hereto, or in any other agreement between or among
the Obligors and the Agent and/or any Lender, or delay by the Agent or any
Lender in exercising the same, will operate as a waiver thereof. No waiver by
the Agent or any Lender will be effective unless it is in writing, and then
only to the extent specifically stated. No waiver by the Agent or the Lenders
on any occasion shall affect or diminish the Agent’s and each Lender’s rights
thereafter to require strict performance by the Obligors of any provision of
this Agreement. The Agent and the Lenders may proceed directly to collect the
Obligations without any prior recourse to the Collateral. The Agent’s and each
Lender’s rights under this Agreement will be cumulative and not exclusive of
any other right or remedy which the Agent or any Lender may have.


          14.2
Severability. The illegality or unenforceability of any provision
of this Agreement or any Loan Document or any instrument or agreement required
hereunder shall not in any way affect or impair the legality or enforceability
of the remaining provisions of this Agreement or any instrument or agreement
required hereunder.


          14.3
Governing Law; Choice of Forum; Service of Process.


                    (a)
THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK;
PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW; PROVIDED, FURTHER, THAT IF THE LAWS OF ANY
JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALIDITY,
PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS
AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER
JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT.


                    (b)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT 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 AGREEMENT, EACH OF THE OBLIGORS, THE AGENT AND THE LENDERS CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE OBLIGORS, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENCE, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING:
(i) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY BORROWER, ANY GUARANTOR OR ANY PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION THE AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE
IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND
(ii) EACH OF THE PARTIES HERETO 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.


156






                    (c)
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK SHALL APPLY TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.


                    (d)
EACH BORROWER AND EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWERS’ AGENT AT
ITS ADDRESS SET FORTH IN SECTION 14.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE
U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF
THE AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED
BY LAW.


          14.4
WAIVER OF JURY TRIAL. THE OBLIGORS, THE LENDERS AND THE AGENT
EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR
ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
THE OBLIGORS, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE
OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE 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 AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.


          14.5
Survival of Representations and Warranties. All of the Borrowers’
and other Obligors’ representations and warranties contained in this Agreement
and the other Loan Documents shall survive the execution, delivery, and
acceptance thereof by the parties, notwithstanding any investigation by the
Agent or the Lenders or their respective agents.


157






          14.6
Other Security and Guarantees. The Agent may, without notice or
demand and without affecting the Borrowers’ or any Obligor’s obligations
hereunder, from time to time: (a) take from any Person and hold collateral
(other than the Collateral) for the payment of all or any part of the
Obligations and exchange, enforce or release such collateral or any part
thereof; and (b) accept and hold any endorsement or guaranty of payment of
all or any part of the Obligations and release or substitute any such endorser
or guarantor, or any Person who has given any Lien in any other collateral as
security for the payment of all or any part of the Obligations, or any other
Person in any way obligated to pay all or any part of the Obligations.


          14.7
Fees and Expenses. Except for Taxes which shall be solely covered
by Section 5.1 hereunder, the applicable Borrowers agree to pay to
the Agent, for its benefit, on demand, all reasonable and documented,
out-of-pocket costs and expenses that the Agent pays or incurs in connection
with the negotiation, preparation, syndication, consummation, administration,
enforcement, and termination of this Agreement or any of the other Loan
Documents, including: (a) Attorney Costs; (b) reasonable and
documented, out-of-pocket costs and expenses (including reasonable attorneys’
and paralegals’ fees and disbursements) for any amendment, supplement, waiver,
consent, or subsequent closing in connection with the Loan Documents and the
transactions contemplated thereby; (c) documented, out-of-pocket costs and
expenses of lien and title searches and title insurance; (d) documented,
out-of-pocket Taxes, fees and other charges for filing financing statements and
continuations and other actions to perfect, protect, and continue the Agent’s
Liens (including reasonable costs and expenses paid or incurred by the Agent in
connection with the consummation of this Agreement); (e) reasonable sums
paid or incurred to pay any amount or take any action required of the Obligors
under the Loan Documents that the Obligors fail to pay or take;
(f) reasonable and documented, out-of-pocket costs of appraisals
(including all Appraisals), inspections, and verifications of the Collateral,
including travel, lodging, and meals for inspections of the Collateral and the
Obligors’ operations by the Agent plus the Agent’s then customary charge for
field examinations and audits and the preparation of reports thereof (such
charge is currently $850 per day (or portion thereof) for each Person employed
by the Agent with respect to each field examination or audit); and
(g) reasonable and documented, out-of-pocket costs and expenses of
forwarding loan proceeds, collecting checks and other items of payment, and
establishing and maintaining Payment Accounts and lock boxes, and costs and
expenses of preserving and protecting the applicable Collateral. In addition,
the Borrowers agree to pay, during or after the existence of an Event of
Default, (i) on demand to the Agent, for its benefit, all costs and
expenses incurred by the Agent (including Attorney Costs), and (ii) to the
Lenders (other than the applicable Bank), on demand, all reasonable and actual
fees, expenses and disbursements incurred by the applicable Lenders for one law
firm retained by such Lenders (and, in the event of any conflict of interest
among Lenders, one additional law firm for Lenders subject to such conflict),
in each case, paid or incurred to obtain payment of the Obligations, enforce
the Agent’s Liens, sell or otherwise realize upon the applicable Collateral,
and otherwise enforce the provisions of the Loan Documents, or to defend any
claims made or threatened against the Agent or any Lender arising out of the
transactions contemplated hereby (including preparations for and consultations
concerning any such matters). The foregoing shall not be construed to limit any
other provisions of the Loan Documents regarding costs and expenses to be paid
by the Borrowers and other Obligors.


158






          14.8
Notices. Except as otherwise provided herein, all notices,
demands and requests that any party is required or elects to give to any other
shall be in writing, or by a telecommunications device capable of creating a
written record, and any such notice shall become effective (a) upon
personal delivery thereof, including, but not limited to, delivery by overnight
mail and courier service, (b) four (4) days after it shall have been
mailed by United States and/or Canada Post mail, first class, certified or
registered, with postage prepaid, or (c) in the case of notice by such a
telecommunications device, when properly transmitted, in each case addressed to
the party to be notified as follows:


	
 

	
 

	
 


	
If to the Agent or the U.S. Bank:

	
 

	
Bank of America, N.A.


	
 

	
 

	
200 Glastonbury Boulevard Glastonbury, CT 06033 MAIL CODE: CT2-545-01-05
  Attention: Cynthia Stannard
  Telecopy No.: (860)657-7759


	
 

	
 

	
 


	
 If
  to the Canadian Bank:

	
 

	
Bank of America N.A. (acting through its Canada
  branch) 200 Front Street West Toronto, Ontario M5V 3L2 Attention: Teresa Tsui
  Telecopy No.: (416) 349-4282


	
 

	
 

	
 


	
If to the Borrowers:

	
 

	
United Rentals, Inc. Five Greenwich Office Park
  Greenwich, Connecticut 06831 Attention: Chief Financial Officer Telecopy No.:
  203-622-6080


	
 

	
 

	
 


	
 

	
 

	
With a copy to


	
 

	
 

	
 


	
 

	
 

	
United Rentals, Inc. Five Greenwich Office Park
  Greenwich, Connecticut 06831 Attention: General Counsel Telecopy No.:
  203-622-6080


	
 

	
 

	
 


	
 

	
 

	
with a copy to


	
 

	
 

	
 


	
 

	
 

	
Weil, Gotshal & Manges LLP767 5th Avenue New
  York City, NY 10153 Weil, Gotshal & Manges LLP Fax +1 (212) 310 8007


	
 

	
 

	
 


	
 

	
 

	
Attention: Warren Buhle


	
 

	
 

	
 


	
If
  to a Lender:

	
 

	
To the address of such Lender set forth on the
  signature page hereto or on the Assignment and Acceptance for such Lender, as
  applicable





159






or to such other address as each party may designate
for itself by like notice. Failure or delay in delivering copies of any notice,
demand, request, consent, approval, declaration or other communication to the
persons designated above to receive copies shall not adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration
or other communication.


          14.9
Waiver of Notices. Unless otherwise expressly provided herein,
each Obligor waives presentment, and notice of demand or dishonor and protest
as to any instrument, notice of intent to accelerate the Obligations and notice
of acceleration of the Obligations, as well as any and all other notices to which
it might otherwise be entitled. No notice to or demand on any Obligor which the
Agent or any applicable Lender may elect to give shall entitle any Obligor to
any or further notice or demand in the same, similar or other circumstances.


          14.10
Binding Effect. The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective representatives, successors,
and assigns of the parties hereto; provided, however, that no
interest herein may be assigned (except pursuant to a transaction expressly
permitted hereunder) by any Borrower or any Guarantor without prior
written consent of the Agent and each Lender. The rights and benefits of the
Agent and the Lenders hereunder shall, if such Persons so agree, inure to any
party acquiring any interest in the Obligations or any part thereof.


          14.11
Indemnity of the Agent and the Lenders.


                    (a)
The Obligors agree to defend, indemnify and hold all Agent-Related Persons,
each Arranger and each Lender and each of their respective Affiliates,
officers, directors, employees, counsel, representatives, agents and
attorneys-in-fact (each, an “Indemnified Person”) harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits (whether brought by a Borrower or any other Person),
costs, charges, expenses and disbursements (including Attorney Costs and
reasonable legal costs and expenses of the Lenders) of any kind or nature
whatsoever which may at any time (including at any time following repayment of
the Loans and the termination, resignation or replacement of the Agent or
replacement of any Lender) be imposed on, incurred by or asserted against
any such Person in any way relating to or arising out of this Agreement or any
document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any bankruptcy, insolvency
or similar proceedings, and any appellate proceeding) related to or
arising out of this Agreement, any other Loan Document, or the Loans or the use
of the proceeds thereof, whether or not any Indemnified Person is a party
thereto (all the foregoing, collectively, the “Indemnified Liabilities”);
provided, that the Obligors shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities to the extent
resulting from the gross negligence, bad faith or willful misconduct of such
Indemnified Person. The agreements in this Section shall survive payment
of all other Obligations.


                    (b)
The Obligors agree to indemnify, defend and hold harmless the Agent and the
Lenders from any loss or liability directly or indirectly arising out of the
use, generation, manufacture, production, storage, release, threatened release,
discharge, disposal or presence of a Contaminant relating to any Borrower’s,
any Guarantor’s or any of their Subsidiaries’ operations, business or property.
This indemnity will apply whether the Contaminant is on, under or, if
attributable to any Borrower, Guarantor or their Subsidiaries, about a
Borrower’s or a Guarantor’s or their Subsidiary’s property or operations or
property leased to a Borrower or Subsidiary. The indemnity includes but is not
limited to Attorneys Costs and reasonable legal costs and expenses of the
Lenders. The indemnity extends to the Agent and the Lenders, their parents,
Affiliates, Subsidiaries and all of their directors, officers, employees,
agents, successors, attorneys and assigns. This indemnity will survive
repayment of all other Obligations.


160






          14.12
Limitation of Liability. NO CLAIM MAY BE MADE BY ANY BORROWER,
ANY GUARANTOR, ANY LENDER OR OTHER PERSON AGAINST THE AGENT, ANY LENDER, OR THE
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENT OR
ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER
THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT
OCCURRING IN CONNECTION THEREWITH, AND EACH BORROWER, EACH GUARANTOR AND EACH
LENDER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH
DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST
IN ITS FAVOR.


          14.13
Final Agreement. This Agreement and the other Loan Documents are
intended by the Obligors, the Agent and the Lenders to be the final, complete,
and exclusive expression of the agreement between them. This Agreement
supersedes any and all prior oral or written agreements relating to the subject
matter hereof except for the Fee Letter.


          14.14
Counterparts; Facsimile Signatures. This Agreement may be
executed in any number of counterparts, and by the Agent, each Lender and the
Obligors in separate counterparts, each of which shall be an original, but all
of which shall together constitute one and the same agreement; signature pages
may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Agreement and the other Loan Documents may be executed by
facsimile or other electronic communication and the effectiveness of this
Agreement and the other Loan Documents and signatures thereon shall have the
same force and effect as manually signed originals and shall be binding on all
parties thereto. The Agent may require that any such documents and signatures
be confirmed by a manually-signed original thereof, provided that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile signature.


161






          14.15
Captions. The captions contained in this Agreement are for
convenience of reference only, are without substantive meaning and should not
be construed to modify, enlarge, or restrict any provision.


          14.16
Right of Setoff. In addition to any rights and remedies of the
Lenders provided by law, if an Event of Default exists or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to any Borrower or any Guarantor, any such notice being
waived by each Obligor to the fullest extent permitted by law, to set -off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other indebtedness at any time owing by,
such Lender or any Affiliate of such Lender to or for the credit or the account
of any Borrower or any Guarantor against any and all Obligations owing to such
Lender, now or hereafter existing, irrespective of whether or not the Agent or
such Lender shall have made demand under this Agreement or any Loan Document
and although such Obligations may be contingent or unmatured. Each Lender
agrees promptly to notify the Borrowers’ Agent and the Agent after any such
set-off and application made by such Lender; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL
EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT
ACCOUNT OR PROPERTY OF ANY BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH
LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.


          14.17
Confidentiality.


                    (a)
The Borrowers hereby acknowledge that the Agent and each Lender may, in each
case with the prior written consent of the Borrowers’ Agent (such consent not
to be unreasonably withheld), issue and disseminate to the public general
information describing the credit accommodation entered into pursuant to this
Agreement, including the name and address of the Borrowers and a general
description of the Borrowers’ and the Guarantors’ business and may use the
Borrowers’ and the Guarantors’ name in advertising and other promotional
material.


                    (b)
Each Lender and the Agent severally agrees to keep confidential all information
relating to any Borrower or any of their Subsidiaries and provided to the Agent
or such Lender by or on behalf of the Borrowers or the Guarantors, under this
Agreement or any other Loan Document, except to the extent that such
information (i) was or becomes generally available to the public other
than as a result of disclosure by the Agent or such Lender or any Affiliates
thereof, or (ii) was or becomes available on a nonconfidential basis from
a source other than the Borrowers or the Guarantors other than by breach of
this Section 14.17, provided that such source is not bound
by a confidentiality agreement with the Borrowers or the Guarantors known to
the Agent or such Lender; provided, however, that the Agent and
any Lender may disclose such information (in the case of items (A) through
(B) below, except for any routine examination by any Governmental Authority or
regulatory authority, after notice to the Borrowers’ Agent, unless such notice
is prohibited by applicable law) (A) at the request or pursuant to
any requirement of any Governmental Authority or regulatory authority
(including any self-regulatory authority) to which the Agent or such Lender is
subject or in connection with an examination of the Agent or such Lender by any
such Governmental Authority or regulatory authority; (B) pursuant to
subpoena or other court process; (C) when required to do so in accordance
with the provisions of any applicable Requirement of Law; (D) to the
extent reasonably required in connection with any litigation or proceeding
(including, but not limited to, any bankruptcy proceeding) to which the
Agent, any Lender or their respective Affiliates may be party; (E) to the
extent reasonably required in connection with the exercise of any remedy
hereunder or under any other Loan Document; (F) to the Agent’s or such
Lender’s independent auditors, accountants, attorneys and other professional
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and shall agree
to keep such information confidential to the same extent required of the Agent
and the Lenders hereunder); (G) to any prospective Participant or Assignee
under any Assignment and Acceptance, actual or potential, provided that
such prospective Participant or Assignee agrees to keep such information
confidential to the same extent required of the Agent and the Lenders
hereunder; (H) as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which a Borrower or a
Guarantor is party or is deemed party with the Agent or such Lender; and
(I) to its Affiliates (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and shall agree to keep such information confidential).


162






          14.18
Conflicts with Other Loan Documents. Unless otherwise expressly
provided in this Agreement (or in another Loan Document by specific reference
to the applicable provision contained in this Agreement), if any provision
contained in this Agreement conflicts with any provision of any other Loan
Document, the provision contained in this Agreement shall govern and control.


          14.19
Collateral Matters. Each of the Agent and the Lenders
acknowledges and agrees that, fixture filings have not and will not be made
under the provisions of the UCC, the PPSA or other applicable Requirements of
Law in any jurisdiction both because of the administrative difficulty of
determining whether any item of Rental Equipment is or becomes a fixture and
the inability of the Obligors to provide the relevant information that would be
required in order to make such filings.


          14.20
No Fiduciary Relationship. Each Obligor acknowledges and agrees
that, in connection with all aspects of each transaction contemplated by this
Agreement, the Obligors, on the one hand, and Bank, UBS Securities LLC,
Wachovia Bank, National Association, the Arrangers and each of their Affiliates
through which they may be acting (collectively, the “Applicable Entities”),
on the other hand, have an arms-length business relationship that creates no
fiduciary duty on the part of any Applicable Entity, and each Obligor expressly
disclaims any fiduciary relationship.


          14.21
Judgment Currency. If for the purpose of obtaining judgment in
any court it is necessary to convert an amount due hereunder in the currency in
which it is due (the “Original Currency”) into another currency (the “Second
Currency”), the rate of exchange applied shall be that at which, in
accordance with normal banking procedures, the Agent could purchase in the New
York foreign exchange market, the Original Currency with the Second Currency on
the date two (2) Business Days preceding that on which judgment is given.
Each Obligor agrees that its obligation in respect of any Original Currency due
from it hereunder shall, notwithstanding any judgment or payment in such other
currency, be discharged only to the extent that, on the Business Day following
the date the Agent receives payment of any sum so adjudged to be due hereunder
in the Second Currency, the Agent may, in accordance with normal banking
procedures, purchase, in the New York foreign exchange market, the Original
Currency with the amount of the Second Currency so paid; and if the amount of
the Original Currency so purchased or could have been so purchased is less than
the amount originally due in the Original Currency, each Obligor agrees as a
separate obligation and notwithstanding any such payment or judgment to
indemnify the Agent against such loss. The term “rate of exchange” in this Section 14.21
means the spot rate at which the Agent, in accordance with normal practices, is
able on the relevant date to purchase the Original Currency with the Second
Currency, and includes any premium and costs of exchange payable in connection
with such purchase.


163






          14.22
Canadian Lenders. Each Canadian Lender (a) severally represents
and warrants that, as of the date such Lender becomes a party to this
Agreement, unless the Agent shall have otherwise approved, such Lender is (i) a
Canadian Resident or (ii) if it is not a Canadian Resident, it is also not a
foreign bank for purposes of the Bank Act (Canada), and (b) covenants and
agrees that at all material times, unless the Agent shall have otherwise
approved, such Lender will (i) continue to be a Canadian Resident or (ii) if it
is not a Canadian Resident, not be a foreign bank for purposes of the Bank Act
(Canada). Each Canadian Lender shall promptly notify the Borrowers’ Agent in
writing upon becoming aware that it is not in compliance with this Section 14.22.



          14.23
U.S. Lenders. Each U.S. Lender (a) severally represents and
warrants that, as of the date such U.S. Lender becomes a party to this
Agreement, such Lender (i) is a United States person for purposes of the Code
or (ii) has complied with the provisions of Section 13.10(a), and (b)
covenants and agrees that at all material times such Lender will (i) continue
to be a United States person for purposes of the Code or (ii) continue to
comply will the ongoing requirements of Section 13.10(a). Each U.S.
Lender shall promptly notify the Borrowers’ Agent in writing upon becoming
aware that it is not in compliance with this Section 14.23.


          14.24
USA PATRIOT Act. Each Lender that is subject to the Act (as
hereinafter defined) and the Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrowers that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”), it is required to obtain, verify and record information
that identifies each Obligor, which information includes the name and address
of each Obligor and other information that will allow such Lender or the Agent,
as applicable, to identify each Obligor in accordance with the Act. The
Borrowers shall, promptly following a request by the Agent or any Lender,
provide all documentation and other information that the Agent or such Lender
requests in order to comply with its ongoing obligations under applicable “know
your customer” an anti-money laundering rules and regulations, including the
Act.


[Remainder of Page
Left Blank]


164







          IN WITNESS
WHEREOF, the parties have entered into this Agreement on the date first above
written.


	
 

	
 

	
 


	
 

	
HOLDINGS


	
 

	
 


	
 

	
UNITED RENTALS, INC., as a Guarantor


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer










	
 

	
 

	
 


	
 

	
BORROWERS


	
 

	
 


	
 

	
UNITED RENTALS (NORTH AMERICA), INC., and as a
  Guarantor


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
UNITED RENTALS OF CANADA, INC., and as a Guarantor


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
UNITED RENTALS ALBERTA HOLDING, L.P., and as a
  Guarantor


	
 

	
 


	
 

	
By its General Partner,
  UNITED RENTALS (DELAWARE), INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer










	
 

	
 

	
 


	
 

	
UNITED RENTALS FINANCING LIMITED PARTNERSHIP, and as
  a Guarantor


	
 

	
 


	
 

	
By its Managing
  Partner, UNITED RENTALS OF NOVA SCOTIA (No. 1), ULC


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
UNITED EQUIPMENT RENTALS GULF, L.P., and as a
  Guarantor


	
 

	
 

	
 


	
 

	
By its General Partner, UNITED RENTALS (NORTH
  AMERICA), INC.


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 


	
 

	
UNITED RENTALS GULF, INC., and as a Guarantor


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer










	
 

	
 

	
 


	
 

	
 


	
 

	
UNITED RENTALS NORTHWEST, INC., and as a Guarantor


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
UNITED RENTALS SOUTHEAST, L.P., and as a Guarantor


	
 

	
 


	
 

	
By its General Partner,
  UNITED RENTALS (NORTH AMERICA), INC.


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
UNITED RENTALS SOUTHEAST, INC., and as a Guarantor


	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer










	
 

	
 

	
 


	
 

	
GUARANTORS


	
 

	
 

	
 


	
 

	
UNITED RENTALS (DELAWARE), INC. 


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
UNITED RENTALS OF NOVA SCOTIA (NO. 2), ULC 


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer










	
 

	
 

	
 


	
 

	
UR CANADIAN FINANCING PARTNERSHIP


	
 

	
 

	
 


	
 

	
By

	
its Managing Partner, UNITED RENTALS FINANCING
  LIMITED PARTNERSHIP


	
 

	
 

	
 


	
 

	
By 

	
its Managing Partner, UNITED RENTALS OF NOVA
  SCOTIA (NO. 1), ULC


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
UNITED RENTALS SOUTHEAST HOLDING LLC


	
 

	
 

	
 


	
 

	
By

	
its Managing Member, UNITED RENTALS (NORTH
  AMERICA), INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer


	
 

	
 

	
 


	
 

	
WYNNE SYSTEMS, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer










	
 

	
 

	
 


	
 

	
INFOMANAGER, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Moshouris


	
 

	
 

	



	
 

	
 

	
Name: Irene Moshouris


	
 

	
 

	
Title: Vice President-Treasurer










	
 

	
 

	
 


	
 

	
BANK OF AMERICA, N.A., as the Agent,


	
 

	
U.S. Swingline Lender and Letter of Credit Issuer


	
 

	
 

	
 


	
 

	
By:

	
/s/ Cynthia G. Stannard


	
 

	
 

	



	
 

	
 

	
Name: Cynthia G. Stannard


	
 

	
 

	
Title: Sr. Vice President


	
 

	
 


	
 

	
Address:


	
 

	
c/o Bank of America Business Capital


	
 

	
200 Glastonbury Boulevard


	
 

	
Glastonbury, CT 06033


	
 

	
Mail Code CT2-545-01-05


	
 

	
 


	
 

	
Attn: Cynthia Stannard


	
 

	
 


	
 

	
Telecopy No.: (860) 657-7759 


	
 

	
 


	
 

	
BANK OF AMERICA, N.A. (acting through its Canada
  branch), as the Canadian Swingline Lender and Canadian Funding Bank


	
 

	
 

	
 


	
 

	
By:

	
/s/ Medina Sales de Andrade


	
 

	
 

	



	
 

	
 

	
Name: Medina Sales de Andrade


	
 

	
 

	
Title: Vice President


	
 

	
 

	
 


	
 

	
Address:


	
 

	
200 Front Street West


	
 

	
Suite 2700


	
 

	
Toronto, ON M5V 3L2


	
 

	
Canada


	
 

	
 

	
 


	
 

	
Attn: Teresa Tsui


	
 

	
 

	
 


	
 

	
Telecopy No.: (416) 349-4282










	
 

	
 

	
 


	
 

	
UBS LOAN FINANCE LLC, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ David B. Julie


	
 

	
 

	



	
 

	
 

	
Name: David B. Julie


	
 

	
 

	
Title: Associate Director


	
 

	
 

	
 


	
 

	
By:

	
/s/ Mary E. Evans


	
 

	
 

	



	
 

	
 

	
Name: Mary E. Evans


	
 

	
 

	
Title: Associate Director








	
 

	
 

	
 


	
 

	
Address: 

	
677 Washington Boulevard


	
 

	
 

	
Stamford, CT 06901 


	
 

	
 

	
 


	
 

	
Attn: 

	
Heidi Benalcazar


	
 

	
 

	
 


	
 

	
Telecopy No.: 

	
(203) 719-3888








	
 

	
 

	
 


	
 

	
UBS AG CANADA BRANCH, as a Lender and Canadian
  Funding Bank


	
 

	
 

	
 


	
 

	
By:

	
/s/ Amy Fung


	
 

	
 

	



	
 

	
 

	
Name: Amy Fung


	
 

	
 

	
Title: Director


	
 

	
 

	
 


	
 

	
By:

	
/s/ Stephen Gerry


	
 

	
 

	



	
 

	
 

	
Name: Stephen Gerry


	
 

	
 

	
Title: Director








	
 

	
 

	
 


	
 

	
Address: 

	
161 Bay Street, Brookfield Place


	
 

	
 

	
Suite 4100


	
 

	
 

	
Toronto, Ontario M5J 2S1


	
 

	
 

	
 


	
 

	
Attn: 

	
Amy Fung


	
 

	
 

	
 


	
 

	
Telecopy No.: 

	
(416) 350-4860










	
 

	
 

	
 


	
 

	
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender 


	
 

	
 

	
 


	
 

	
By:

	
/s/ Robert H. Milhorat 


	
 

	
 

	



	
 

	
 

	
Name: Robert H. Milhorat


	
 

	
 

	
Title: Director








	
 

	
 

	
 


	
 

	
Address:

	
c/o Wachovia Capital Finance


	
 

	
 

	
1133 Avenue of the Americas, 30th 


	
 

	
 

	
Floor


	
 

	
 

	
New York, NY 10036


	
 

	
 

	
 


	
 

	
Attn: 

	
Robert H. Milhorat


	
 

	
 

	
 


	
 

	
Telecopy No.: 

	
(212) 545-4555








	
 

	
 

	
 


	
 

	
WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as a
  Lender and a Canadian Funding Bank 


	
 

	
 

	
 


	
 

	
By:

	
/s/ Raymond Eghobamien


	
 

	
 

	



	
 

	
 

	
Name: Raymond Eghobamien


	
 

	
 

	
Title: Vice President, 


	
 

	
 

	
Wachovia Finance Corporation (Canada)








	
 

	
 

	
 


	
 

	
Address:

	
141 Adelaide Street West


	
 

	
 

	
Suite 1500


	
 

	
 

	
Toronto, ON M5H 3L5


	
 

	
 

	
 


	
 

	
Attn: 

	
Niall Hamilton


	
 

	
 

	
 


	
 

	
Telecopy No.:

	
(416) 364-8165










	
 

	
 

	
 


	
 

	
Wells Fargo Foothill, LLC as Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Dennis King


	
 

	
 

	



	
 

	
 

	
Name: Dennis King


	
 

	
 

	
Title: Vice President










	
 

	
 

	
 


	
 

	
Wells Fargo Foothill Canada ULC, as Canadian Leader


	
 

	
 

	
 


	
 

	
By:

	
/s/ Dennis King


	
 

	
 

	



	
 

	
 

	
Name: Dennis King


	
 

	
 

	
Title: Vice President










	
 

	
 

	
 


	
 

	
BARCLAYS BANK PLC, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Ann E. Sutton


	
 

	
 

	



	
 

	
 

	
Name: Ann E. Sutton


	
 

	
 

	
Title: Associate Director








	
 

	
 

	
 


	
 

	
Address:

	
200 Park Avenue


	
 

	
 

	
New York, NY 10166


	
 

	
 

	
 


	
 

	
Attention:

	
Ann E. Sutton


	
 

	
 

	
 


	
 

	
Telecopy:

	
(212) 412-7600










	
 

	
 

	
 


	
 

	
The Bank of Nova Scotia, as a Lender


	
 

	
 


	
 

	
By:

	
/s/ Brian Allen


	
 

	
 

	



	
 

	
 

	
Name: Brian Allen


	
 

	
 

	
Title: Industry Head








	
 

	
 

	
 


	
 

	
Address:

	
The Bank of Nova Scotia


	
 

	
 

	
One Liberty Plaza


	
 

	
 

	
New York, NY 10006


	
 

	
 

	
 


	
 

	
Attention:

	
Nironjan Roy


	
 

	
 

	
New York Corporate Loans


	
 

	
 

	
 


	
 

	
Telecopy:

	
(212) 225-5709










	
 

	
 

	
 


	
 

	
The Bank of Nova Scotia, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Stephen H. Corey


	
 

	
 

	



	
 

	
 

	
Name: Stephen H. Corey


	
 

	
 

	
Title: Associate Director








	
 

	
 

	
 


	
 

	
Address:

	
The Bank of Nova Scotia


	
 

	
 

	
GWS—Loan Operations


	
 

	
 

	
720 King Street West, 2nd Floor


	
 

	
 

	
Toronto, ON M5V 2T3


	
 

	
 

	
 


	
 

	
Attention:

	
Savina Rampat


	
 

	
 

	
Manager, London and TCL


	
 

	
 

	
 


	
 

	
Telecopy:

	
(416) 866-5991










	
 

	
 

	
 


	
 

	
Lloyds TSB Commercial Finance Limited as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Irene Doran


	
 

	
 

	



	
 

	
 

	
Name: Irene Doran


	
 

	
 

	
Title: Associate Director








	
 

	
 

	
 


	
 

	
Address:

	
Lloyds TSB Commerical Finance LTD


	
 

	
 

	
1251 Avenue of the Americas


	
 

	
 

	
39th Floor


	
 

	
 

	
New York, NY 10020










	
 

	
 

	
 


	
 

	
ING Capital LLC, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ William C. Beddingfield


	
 

	
 

	



	
 

	
 

	
Name: William C. Beddingfield


	
 

	
 

	
Title: Managing Director








	
 

	
 

	
 


	
 

	
Address: 

	
200 Galleria Parkway


	
 

	
 

	
Atlanta, GA 30339


	
 

	
 

	
 


	
 

	
Attention: 

	
Janice Whalen


	
 

	
 

	
 


	
 

	
Telecopy: 

	
(770) 951-1005










	
 

	
 

	
 


	
 

	
HSBC BUSINESS CREDIT
  (USA) INC., as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Edward Chonko


	
 

	
 

	



	
 

	
 

	
Name: Edward Chonko


	
 

	
 

	
Title: Vice President








	
 

	
 

	
 


	
 

	
Address:

	
452 Fifth Avenue, 4th
  Floor


	
 

	
 

	
New York, NY 10018


	
 

	
 

	
 


	
 

	
Attention:

	
Michael Mondazzi


	
 

	
 

	
 


	
 

	
Telecopy:

	
(212) 525-2520










	
 

	
 

	
 


	
 

	
CAYLON NEW YORK BRANCH, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Brian Myers


	
 

	
 

	



	
 

	
 

	
Name: Brian Myers


	
 

	
 

	
Title: Managing Director


	
 

	
 

	
 


	
 

	
By:

	
/s/ David Cagle


	
 

	
 

	



	
 

	
 

	
Name: David Cagle


	
 

	
 

	
Title: Managing Director










	
 

	
 

	
 


	
 

	
TD Bank, N.A., as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Matthew Leighton


	
 

	
 

	



	
 

	
 

	
Name: Matthew Leighton


	
 

	
 

	
Title: Vice President








	
 

	
 

	
 


	
 

	
Address: 

	
7 New England Executive Park


	
 

	
 

	
10th Floor


	
 

	
 

	
Burlington, MA 01803


	
 

	
 

	
 


	
 

	
Attention:

	
Matthew Leighton


	
 

	
 

	
 


	
 

	
Telecopy:

	
(781) 229-5663










	
 

	
 

	
 


	
 

	
RBS Business Capital, a division of RBS Asset
  Finance, Inc., as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ J. Brad Mascott


	
 

	
 

	



	
 

	
 

	
Name: J. Brad Mascott


	
 

	
 

	
Title: Senior Vice President








	
 

	
 

	
 


	
 

	
Address:

	
RBS Business Capital


	
 

	
 

	
Exchange Place, 53 State Street


	
 

	
 

	
Mail Stop: MBS940


	
 

	
 

	
Boston, MA 02109


	
 

	
 

	
 


	
 

	
Attention:

	
J. Brad Mascott


	
 

	
 

	
 


	
 

	
Telecopy:

	
(617) 227-7995










	
 

	
 

	
 


	
 

	
The Bank of New York, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Kenneth P. Sneider, Jr.


	
 

	
 

	



	
 

	
 

	
Name: Kenneth P. Sneider, Jr.


	
 

	
 

	
Title: Vice President








	
 

	
 

	
 


	
 

	
Address:

	
One Wall Street, 19th Floor


	
 

	
 

	
New York, NY 10286


	
 

	
 

	
 


	
 

	
Attention:

	
Kenneth P. Sneider, Jr.


	
 

	
 

	
 


	
 

	
Telecopy:

	
(212) 635-1483










	
 

	
 

	
 


	
 

	
REGIONS BANK, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Christine Ferrise


	
 

	
 

	
 

	



	
 

	
 

	
Name: Christine Ferrise


	
 

	
 

	
Title: Senior Vice President


	
	







	
 

	
 

	
 


	
 

	
Address:

	
599 Lexington Avenue, 45th Floor


	
 

	
 

	
New York, NY 10022


	
 

	
 

	
 


	
 

	
Attention:

	
Louis McKinley


	
 

	
 

	
 


	
 

	
Telecopy:

	
(212) 935-7458










	
 

	
 

	
 


	
 

	
Suntrust Bank, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Kevin Harrison


	
 

	
 

	



	
 

	
 

	
Name: Kevin Harrison


	
 

	
 

	
Title: Group Portfolio Manager, Asset Based Lending








	
 

	
 

	
 


	
 

	
Address:

	
303 Peachtree Street

	
 


	
 

	
 

	
2nd Floor

	
 


	
 

	
 

	
Atlanta, GA 30308

	
 


	
 

	
 

	
 


	
 

	
Attention:

	
Asset Based Lending

	
 


	
 

	
 

	
 


	
 

	
Telecopy:

	
(404) 588-7061

	
 










	
 

	
 

	
 


	
 

	
CIT Bank, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ George Janes


	
 

	
 

	



	
 

	
 

	
Name: George Janes


	
 

	
 

	
Title: Chief Credit Officer








	
 

	
 

	
 


	
 

	
Address:

	
11 West 42nd Street


	
 

	
 

	
13th Floor


	
 

	
 

	
New York, NY 10036


	
 

	
 

	
 


	
 

	
Attention:

	
Michael Aliberto


	
 

	
 

	
 


	
 

	
Telecopy:

	
(212) 461-7757










	
 

	
 

	
 


	
 

	
CIT FINANCIAL LTD, as a Canadian Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Richard Kinlough


	
 

	
 

	



	
 

	
 

	
Name: Richard Kinlough


	
 

	
 

	
Title: Managing Director








	
 

	
 

	
 


	
 

	
Address:

	
11 West 42nd Street


	
 

	
 

	
13th Floor


	
 

	
 

	
New York, NY 10036


	
 

	
 

	
 


	
 

	
Attention:

	
Michael Aliberto


	
 

	
 

	
 


	
 

	
Telecopy:

	
(212) 461-7757


	
 

	
 

	
 










	
 

	
 

	
 


	
 

	
Siemens Financial Services, Inc., as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Jim Fuller


	
 

	
 

	



	
 

	
 

	
Name: Jim Fuller


	
 

	
 

	
Title: Vice President – Co-Head


	
 

	
 

	
 


	
 

	
By:

	
/s/ Matthias Grossman


	
 

	
 

	



	
 

	
 

	
Name: Matthias Grossman


	
 

	
 

	
Title: Senior Vice President








	
 

	
 

	
 


	
 

	
Address:

	
170 Wood Avenue South


	
 

	
 

	
Iselin, New Jersey 08830


	
 

	
 

	
 


	
 

	
Attention:

	
Jim Tregillies - VP


	
 

	
 

	
 


	
 

	
Telecopy:

	
(732) 590-6648










	
 

	
 

	
 


	
 

	
Allied Irish Banks, p.l.c. as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Eanna Mulkere


	
 

	
 

	



	
 

	
 

	
Name: Eanna Mulkere


	
 

	
 

	
Title: Assistant Vice President


	
 

	
 

	
 


	
 

	
By:

	
/s/ Mia Bolin


	
 

	
 

	



	
 

	
 

	
Name: Mia Bolin


	
 

	
 

	
Title: Assistant Vice President








	
 

	
 

	
 


	
 

	
Address:

	
601 South Figueroa


	
 

	
 

	
Suite 4650


	
 

	
 

	
Los Angeles, CA 90017


	
 

	
 

	
 


	
 

	
Attention:

	
Jim Tregillies - VP


	
 

	
 

	
 


	
 

	
Telecopy:

	
(732) 590-6648










	
 

	
 

	
 


	
 

	
PNC Bank, National Association, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven Janson


	
 

	
 

	



	
 

	
 

	
Name: Steven Janson


	
 

	
 

	
Title: Vice President








	
 

	
 

	
 


	
 

	
Address:

	
4720 Piedmont Row Drive


	
 

	
 

	
Suite 300


	
 

	
 

	
Charlotte, NC 28210


	
 

	
 

	
 


	
 

	
Attention:

	
Alex Council, VP


	
 

	
 

	
 


	
 

	
Relationship Manager


	
 

	
 

	
 


	
 

	
Telecopy:

	
(704) 551-8503










	
 

	
 

	
 


	
 

	
DZ BANK AG, as a Lender


	
 

	
Deutsche Zentral-Genossenschaftsbank


	
 

	
Frankfurt am Main


	
 

	
New York Branch


	
 

	
 

	
 


	
 

	
By:

	
/s/ Paul Fitzpatrick


	
 

	
 

	



	
 

	
 

	
Name: Paul Fitzpatrick


	
 

	
 

	
Title: Vice President


	
 

	
 

	
 


	
 

	
By:

	
/s/ Norah McCann


	
 

	
 

	



	
 

	
 

	
Name: Norah McCann


	
 

	
 

	
Title: Senior Vice President








	
 

	
 

	
 


	
 

	
Address:

	
609 Fifth Avenue


	
 

	
 

	
New York, NY 10019


	
 

	
 

	
 


	
 

	
Attention:

	
Oliver Hildenbrand


	
 

	
 

	
 


	
 

	
Telecopy:

	
(212) 745-1422










	
 

	
 

	
 


	
 

	
CAPITAL ONE LEVERAGE FINANCE CORP, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Paul Dellova


	
 

	
 

	



	
 

	
 

	
Name: Paul Dellova


	
 

	
 

	
Title: Senior Vice President








	
 

	
 

	
 


	
 

	
Address:

	
404 Fifth Avenue


	
 

	
 

	
3rd Floor


	
 

	
 

	
New York, NY 10018


	
 

	
 

	
 


	
 

	
Attention:

	
Paul Dellova


	
 

	
 

	
 


	
 

	
Telecopy:

	
(917) 351-0341










	
 

	
 

	
 


	
 

	
Bank of the West, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Sylvia Ponce


	
 

	
 

	



	
 

	
 

	
Name: Sylvia Ponce


	
 

	
 

	
Title: AVP








	
 

	
 

	
 


	
 

	
Address:

	
300 South Grand Avenue


	
 

	
 

	
Los Angeles, CA 90071


	
 

	
Phone:

	
(213) 972-0615


	
 

	
Fax:

	
(213) 972-0618


	
 

	
 

	
 


	
 

	
Attention:

	
Sidney Jordan, VP & Manager


	
 

	
Phone:

	
(213) 972-0625


	
 

	
Fax:

	
(213) 972-0618










	
 

	
 

	
 


	
 

	
Royal Bank of Canada, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Julita Tyszewicz


	
 

	
 

	



	
 

	
 

	
Name: Julita Tyszewicz


	
 

	
 

	
Title: Attorney-in-fact


	
 

	
 

	
 


	
 

	
By:

	
/s/ Dustin Craven


	
 

	
 

	



	
 

	
 

	
Name: Dustin Craven


	
 

	
 

	
Title: Attorney-in-fact








	
 

	
 

	
 


	
 

	
Address:

	
30th Floor South Tower


	
 

	
 

	
Royal Bank Plaza


	
 

	
 

	
200 Bay Street


	
 

	
 

	
Toronto, Ontario M5J 2J5


	
 

	
 

	
 


	
 

	
 

	
One Liberty Plaza, 3rd Floor


	
 

	
 

	
165 Broadway


	
 

	
 

	
New York, NY 10006


	
 

	
 

	
 


	
 

	
Attention:

	
Portfolio Manager


	
 

	
 

	
 


	
 

	
Telecopy:

	
(416) 974-0716










	
 

	
 

	
 


	
 

	
State Bank of India, as a Lender


	
 

	
 

	
 


	
 

	
By:

	
/s/ Prabodh Parikh


	
 

	
 

	



	
 

	
 

	
Name: Prabodh Parikh


	
 

	
 

	
Title: Vice President & Head (Credit)








	
 

	
 

	
 


	
 

	
Address:

	
460 Park Avenue


	
 

	
 

	
2nd Floor


	
 

	
 

	
New York, NY 10022


	
 

	
 

	
 


	
 

	
Attention:

	
Manoharan Kannan


	
 

	
 

	
 


	
 

	
Fax:

	
Lakshmi Srinivas


	
 

	
 

	
(212) 521-3362