Exhibit 10.4





Exhibit 10.4



EXECUTION
COPY



AMENDED AND RESTATED

U.S. GUARANTEE AGREEMENT




Dated as of June 9, 2008




as amended and restated as of

October 14, 2011




From




THE GUARANTORS NAMED HEREIN




and




THE ADDITIONAL GUARANTORS REFERRED TO HEREIN




as Guarantors




in favor of




THE SECURED PARTIES REFERRED TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN




 


 









 







T
A B L E  O F  C
O N T E N T S




	 	 	 	 	 
	Section	 	Page	 
	Section 1. Guaranty; Limitation of Liability
	 	 	2	 
	Section 2. Guaranty Absolute
	 	 	3	 
	Section 3. Waivers and Acknowledgments
	 	 	4	 
	Section 4. Subrogation
	 	 	5	 
	Section 5. Payments Free and Clear of Taxes
	 	 	5	 
	Section 6. Representations and Warranties
	 	 	5	 
	Section 7. Amendments, Guaranty Supplements, Etc
	 	 	6	 
	Section 8. Notices, Etc
	 	 	6	 
	Section 9. No Waiver; Remedies
	 	 	6	 
	Section 10. Right of Set-off
	 	 	6	 
	Section 11. Indemnification
	 	 	7	 
	Section 12. Subordination
	 	 	7	 
	Section 13. Continuing Guaranty; Assignments under the Credit Agreement
	 	 	8	 
	Section 14. Execution in Counterparts
	 	 	8	 
	Section 15. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc
	 	 	9	 
	Section 16. Release
	 	 	10	 
	Section 17. Amendment and Restatement
	 	 	10	 






 


 









 







AMENDED AND RESTATED

U.S. GUARANTEE AGREEMENT




AMENDED AND RESTATED U.S. GUARANTEE AGREEMENT dated as of June 9, 2008 and as amended and
restated as of October 14, 2011 (this “Guaranty”) made by United Rentals, Inc., a Delaware
corporation (“Holdings”), United Rentals (North America), Inc., a Delaware corporation (the
“Company”), the Persons listed on the signature pages hereof under the caption “Guarantors” and the
Additional Guarantors (as defined in Section 7(b)) (Holdings, the Company and such Persons so
listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each
a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to
below).



WHEREAS, Holdings and the Company are party to a Credit Agreement, dated as of June 9, 2008
(as amended, restated, extended, supplemented or otherwise modified in writing prior to the date
hereof, the “Existing Credit Agreement”) with the other U.S. Subsidiary Borrowers named therein
(together with the Company, the “U.S. Borrowers”), United Rentals of Canada, Inc., a company formed
under the federal laws of Canada (the “Canadian Borrower”), United Rentals Financing Limited
Partnership (the “Specified Loan Borrower”), the other guarantors party thereto, the lenders from
time to time party thereto, and Bank of America, N.A., as the Agent;



WHEREAS, as of the date hereof, the Existing Credit Agreement is being amended and restated,
without constituting a novation, pursuant to an amended and restated Credit Agreement, dated as of
October 14, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”; capitalized terms used but not defined herein are used
herein as therein defined), among the U.S. Borrowers, the Canadian Borrower, the Specified Loan
Borrower, the other guarantors party thereto, the Lenders from time to time party thereto, and Bank
of America, N.A., as the Agent;



WHEREAS, each Guarantor may receive, directly or indirectly, a portion of the proceeds of the
Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the
transactions contemplated by the Credit Agreement;



WHEREAS, in connection with the Existing Credit Agreement, each Guarantor (and certain other
guarantors party thereto) entered into a U.S. Guarantee Agreement, dated as of June 9, 2008 (as
amended, restated, extended, supplemented or otherwise modified in writing prior to the date
hereof, the “Existing Guaranty”);



WHEREAS, it is a condition precedent to the amendment and restatement of the Existing Credit
Agreement by the entering into of the Credit Agreement, the maintenance and making of Loans and the
issuance of Letters of Credit by the Lenders thereunder, and the provision of certain Bank Products
by the Lenders or their Affiliates from time to time that each Guarantor shall have executed and
delivered this Guaranty;



NOW, THEREFORE, in consideration of the premises and in order to induce the Agent and the
Lenders to amend and restate the Existing Credit Agreement by the entering into of the Credit
Agreement, the Lenders to maintain and make Loans and to issue Letters of Credit
under the Credit Agreement and the Lenders and their Affiliates to provide Bank Products from
time to time, each Guarantor, jointly and severally with each other Guarantor, hereby agrees that
the Existing Guaranty shall be amended and restated as follows:


 


 









 





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



(b) Each Guarantor, and by its acceptance of this Guaranty, the Agent and each other Secured
Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the
Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent
applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the
foregoing intention, the Agent, the other Secured Parties and the Guarantors hereby irrevocably
agree that the Obligations of each Guarantor (other than Holdings and the Company) under this
Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of
such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For
purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 10.1(e),
(f), (g) or (h) of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or
state law for the relief of debtors.



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


 


2









 





Section 2. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in
accordance with the terms thereof, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with
respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are
independent of the Guaranteed Obligations or any other Obligations of any other Obligor, and a
separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought
against any Borrower or any other Obligor or whether any Borrower or any other Obligor is joined in
any such action or actions. The liability of each Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably
waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the
following:




(a) any lack of validity or enforceability of any Loan Document or any agreement or
instrument relating thereto or relating to any other Guaranteed Obligations;




(b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other Obligations of any other Obligor under or
in respect of the Loan Documents or any agreement or instrument relating thereto or relating
to any other Guaranteed Obligations, or any other amendment or waiver of or any consent to
departure from any Loan Document or any agreement or instrument relating thereto or relating
to any other Guaranteed Obligations, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any Obligor or
any of its Subsidiaries or otherwise;




(c) any taking, exchange, release or non-perfection of any Collateral or any other
collateral, or any taking, release or amendment or waiver of, or consent to departure from,
any other guaranty, for all or any of the Guaranteed Obligations;




(d) any manner of application of Collateral or any other collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other
disposition of any Collateral or any other collateral for all or any of the Guaranteed
Obligations or any other Obligations of any Obligor or any other assets of any Obligor or
any of its Subsidiaries;




(e) any change, restructuring or termination of the corporate structure or existence of
any Obligor or any of its Subsidiaries;




(f) any failure of any Secured Party to disclose to any Obligor any information
relating to the business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Obligor now or hereafter known to such Secured Party
(each Guarantor waiving any duty on the part of the Secured Parties to disclose such
information);




(g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty
Supplement (as hereinafter defined) or any other guaranty or agreement or the release or
reduction of liability of any Guarantor or other guarantor or surety with respect to the
Guaranteed Obligations; or




(h) any assignment for the benefit of any Secured Party or any other marshalling of
assets and liabilities of any Grantor;




(i) any other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by any Secured Party
that might otherwise constitute a defense (other than a defense of Payment in Full (as
defined below)) available to, or a discharge of, any Obligor or any other guarantor or
surety.


 


3









 





This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any
Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower
or any other Obligor or otherwise, all as though such payment had not been made.



Section 3. Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence,
notice of acceptance, presentment, demand for performance, notice of nonperformance, default,
acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect
or insure any Lien or any property subject thereto or exhaust any right or take any action against
any Obligor or any other Person or any Collateral.



(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this
Guaranty until the monetary Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash and all Letters of Credit, all Bank Products, all
Commitments and all commitments of any Lender or any of its Affiliates to provide Bank Products
shall have expired or been terminated (such payment in full and termination being referred to
herein as “Payment in Full”) and each Guarantor acknowledges that this Guaranty is continuing in
nature and applies to all Guaranteed Obligations, whether existing now or in the future.



(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by
reason of any claim or defense based upon an election of remedies by any Secured Party that in any
manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Obligors, any other guarantor or any other Person or
any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in
respect of the Obligations of such Guarantor hereunder.



(d) Each Guarantor acknowledges that the Agent may, without notice to or demand upon such
Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose
under the U.S. Security Agreement pursuant to Section 21 thereof by nonjudicial sale, and each
Guarantor hereby waives any defense to the recovery by the Agent and the other Secured Parties
against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits
that may be afforded by applicable law.



(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any
Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business,
condition (financial or otherwise), operations, performance, properties or prospects of any other
Obligor or any of its Subsidiaries now or hereafter known by such Secured Party.


 


4









 





(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements contemplated by the Loan Documents and that the waivers set forth
in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.



Section 4. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights
that it may now have or hereafter acquire against any Borrower, any other Obligor or any other
Guarantor (as such term is defined in the Credit Agreement) that arise from the existence, payment,
performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty or
any other Loan Document or any other agreement relating to any Guaranteed Obligations, including,
without limitation, any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of any Secured Party against
any Borrower, any other Obligor or any other Guarantor (as such term is defined in the Credit
Agreement) or any Collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to take or receive from
any Borrower, any other Obligor or any other Guarantor (as such term is defined in the Credit
Agreement), directly or indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until Payment in Full has
occurred. If any amount shall be paid to any Guarantor in violation of the immediately preceding
sentence at any time prior to the date on which Payment in Full has occurred, such amount shall be
received and held in trust for the benefit of the Secured Parties, shall be segregated from other
property and funds of such Guarantor and shall forthwith be paid or delivered to the Agent in the
same form as so received (with any necessary endorsement or assignment) to be credited and applied
to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of the Loan Documents or any other agreement relating to
any Guaranteed Obligations, or to be held as Collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to
any Secured Party of all or any part of the Guaranteed Obligations, and (ii) Payment in Full shall
occur, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to
such Guarantor appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to such Guarantor of an interest in the
Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this
Guaranty.



Section 5. Payments Free and Clear of Taxes. Any and all payments made by any Guarantor under or in respect of this Guaranty or any
other Loan Document shall be made, in accordance with Section 5.1 of the Credit Agreement.



Section 6. Representations and Warranties. Each Guarantor hereby represents and warrants as follows:




(a) There are no conditions precedent to the effectiveness of this Guaranty that have
not been satisfied or waived.




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


 


5









 





Section 7. Amendments, Guaranty Supplements, Etc. (a) No amendment or waiver of any provision of this Guaranty and no consent to any
departure by any Guarantor therefrom shall in any event be effective unless the same shall be in
writing and signed by the Agent, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.



(b) Upon the execution and delivery by any Person of a guaranty supplement in substantially
the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to
as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in
this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and
each reference in any other Loan Document to a “U.S. Guarantor” shall also mean and be a reference
to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”,
“hereof” or words of like import referring to this Guaranty, and each reference in any other Loan
Document to the “U.S. Guarantee Agreement”, “thereunder”, “thereof” or words of like import
referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such
Guaranty Supplement.



Section 8. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including
telegraphic, telecopy or telex communication) and mailed, telegraphed, telecopied, telexed or
delivered to it, if to any Guarantor, addressed to it in care of the Borrowers’ Agent at the
Borrowers’ Agent’s address specified in Section 14.8 of the Credit Agreement, if to any Agent or
any Lender, at its address specified in Section 14.8 of the Credit Agreement, if to any Lender or
any of its Affiliates providing Bank Products, at its address specified in the applicable agreement
in respect thereof to which it is a party, or, as to any party, at such other address as shall be
designated by such party in a written notice to each other party. All such notices and other
communications shall, when mailed, telegraphed, telecopied or telexed, be effective when deposited
in the mails, delivered to the telegraph company, transmitted by telecopier or confirmed by telex
answerback, respectively. Delivery by telecopier of an executed counterpart of a signature page to
any amendment or waiver of any provision of this Guaranty or of any Guaranty Supplement to be
executed and delivered hereunder shall be effective as delivery of an original executed counterpart
thereof.



Section 9. No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law.



Section 10. Right of Set-off. Each Guarantor hereby agrees to all terms and conditions set forth in Section 14.16 of the
Credit Agreement.


 


6









 





Section 11. Indemnification. (a) Without limitation on any other Obligations of any Guarantor or remedies of the
Secured Parties under this Guaranty or the Credit Agreement, each Guarantor shall, to the fullest
extent permitted by law, indemnify, defend and save and hold harmless each Secured Party and each
of their Affiliates and their respective officers, directors, employees, agents and advisors (each,
an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages,
losses, liabilities and expenses (including, without limitation, Attorney Costs) that may be
incurred by or asserted or awarded against any Indemnified Party in connection with or as a result
of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any
Obligor enforceable against such Obligor in accordance with their terms.



(b) Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or
any of their respective Affiliates or any of their respective officers, directors, employees,
agents and advisors, and each Guarantor hereby agrees not to assert any claim against any
Indemnified Party on any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to the Credit Agreement or the other Loan Documents,
the actual or proposed use of the proceeds of the Loans or the Letters of Credit, or any of the
transactions contemplated thereby; provided, that the Guarantors shall have no obligation
hereunder to any Indemnified Party to the extent resulting from the gross negligence, bad faith or
willful misconduct of such Indemnified Person.



(c) Without prejudice to the survival of any of the other agreements of any Guarantor under
this Guaranty or any of the other Loan Documents, the agreements and obligations of each Guarantor
contained in Section 1(a) (with respect to enforcement expenses), the last sentence of Section 2,
Section 5 and this Section 11 shall survive the Payment in Full of the Guaranteed Obligations and
all of the other amounts payable under this Guaranty.



Section 12. Subordination. Each Guarantor hereby subordinates any and all debts, liabilities and other Obligations
owed to such Guarantor by each other Obligor (the “Subordinated Obligations”) to the Guaranteed
Obligations to the extent and in the manner hereinafter set forth in this Section 12:




(a) Prohibited Payments, Etc. Except during the continuance of an Event
Default (including the commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other Obligor), each Guarantor may receive payments from any other
Obligor on account of the Subordinated Obligations. After the occurrence and during the
continuance of any Event of Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to any other Obligor), however, unless the
Agent otherwise agrees, no Guarantor shall demand, accept or take any action to collect any
payment on account of the Subordinated Obligations.




(b) Prior Payment of Guaranteed Obligations. In any proceeding under any
Bankruptcy Law relating to any other Obligor, each Guarantor agrees that the Secured Parties
shall be entitled to receive Payment in Full of all Guaranteed Obligations (including all
interest and expenses accruing after the commencement of a proceeding under any Bankruptcy
Law, whether or not constituting an allowed claim in such
proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any
Subordinated Obligations.


 


7









 






(c) Turn-Over. After the occurrence and during the continuance of any Event of
Default (including the commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other Obligor), each Guarantor shall, if the Agent so requests, collect,
enforce and receive payments on account of the Subordinated Obligations as trustee for the
Secured Parties and deliver such payments to the Agent on account of the Guaranteed
Obligations (including all Post Petition Interest), together with any necessary endorsements
or other instruments of transfer, but without reducing or affecting in any manner the
liability of such Guarantor under the other provisions of this Guaranty.




(d) Agent Authorization. After the occurrence and during the continuance of
any Event of Default (including the commencement and continuation of any proceeding under
any Bankruptcy Law relating to any other Obligor), the Agent is authorized and empowered
(but without any obligation to so do), in its discretion, (i) in the name of each Guarantor,
to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to
apply any amounts received thereon to the Guaranteed Obligations (including any and all Post
Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to
submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on
such obligations to the Agent for application to the Guaranteed Obligations (including any
and all Post Petition Interest).



Section 13. Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until
Payment in Full has occurred, (b) be binding upon the Guarantor, its successors and assigns and (c)
inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees
and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence,
any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations
under the Credit Agreement to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each
case as and to the extent provided in Section 12.2 (or, in the case of the Agent, Article XIII) of
the Credit Agreement. No Guarantor shall have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Secured Parties.



Section 14. Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in
any number of counterparts and by different parties thereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to this
Guaranty by telecopier or other electronic communication shall be effective as delivery of an
original executed counterpart of this Guaranty.


 


8









 





Section 15. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) THIS GUARANTY SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY 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 GUARANTY, EACH OF THE GUARANTORS AND THE
AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH OF THE GUARANTORS AND THE AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
THIS GUARANTY OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING: (x) THE AGENT SHALL
HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY GUARANTOR OR ANY PROPERTY IN THE
COURTS OF ANY OTHER JURISDICTION THE AGENT DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON
THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (y) 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.



(c) SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL
APPLY TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS. 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 OF THE CREDIT GUARANTY 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 TO SERVE LEGAL PROCESS BY ANY OTHER
MANNER PERMITTED BY LAW.



THE GUARANTORS AND THE AGENT EACH IRREVOCABLY WAIVES 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 GUARANTORS AND THE AGENT EACH AGREES 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.


 


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Section 16. Release. Each of the parties hereto acknowledges and agrees that each of InfoManager Inc., United
Rentals Realty LLC and Wynne Systems, Inc. (each, a “Released Guarantor”) is an Immaterial
Subsidiary, is no longer required to be a Guarantor and is hereby released from any and all
obligations as a Guarantor hereunder, including in respect of any obligations arising under or in
connection with the Guaranteed Obligations prior to the date hereof.



Section 17. Amendment and Restatement. On the date hereof, the Existing Guaranty is hereby amended, restated and superseded in its
entirety by this Guaranty. The parties hereto acknowledge and agree that (i) this Guaranty and the
other Loan Documents executed and delivered in connection herewith do not constitute a novation,
payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit
Agreement) and the “Guaranteed Obligations” (as defined in the Existing Guaranty) under the
Existing Guaranty or any of the other Loan Documents; (ii) such “Obligations” and “Guaranteed
Obligations” are in all respects continuing (as amended and restated on the date hereof by this
Guaranty and by the Credit Agreement) and (iii) the agreements set forth under the Existing
Guaranty and the other Loan Documents are in all respects continuing and in full force and effect
and are hereby fully ratified and affirmed in favor of the Agent for the benefit of the Secured
Parties (as amended and restated on the date hereof). Without limitation of the foregoing, each
Guarantor hereby fully and unconditionally ratifies and affirms this Guaranty and agrees that the
agreements provided hereunder and under the Existing Guaranty shall from and after the date hereof
apply to all Obligations and Guaranteed Obligations hereunder and under the other Loan Documents.


 


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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	UNITED RENTALS, INC.

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

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

 	 
	 	By:  	/s/
Irene Moshouris
	 
	 	 	Name:  	Irene Moshouris	 
	 	 	Title:  	Senior Vice President
and Treasurer	 
	 
	 	UNITED RENTALS FINANCING LIMITED PARTNERSHIP




By its General Partner, United Rentals of Nova Scotia

(No. 1), ULC

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

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


 


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	 	UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC

 	 
	 	By:  	/s/ Irene Moshouris	 
	 	 	Name:  	Irene Moshouris	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	UNITED RENTALS OF NOVA SCOTIA


(NO. 1), ULC

 	 
	 	By:  	/s/ Irene Moshouris	 
	 	 	Name:  	Irene Moshouris	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	UNITED RENTALS OF NOVA SCOTIA


(NO. 2), ULC

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


BANK OF AMERICA, N.A., as Agent	 
	 
	 	By:  	/s/
Cynthia G. Stannard 	 
	 	 	Name:  	Cynthia G. Stannard 	 
	 	 	Title:  	Senior Vice President 	 



 


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Solely for purposes of acknowledging Section 16 hereto:



	 	 	 	 	 
	 	INFOMANAGER INC.

 	 
	 	By:  	/s/ Irene Moshouris	 
	 	 	Name:  	Irene Moshouris	 
	 	 	Title:  	Vice President and Treasurer	 
	 
	 	UNITED RENTALS REALTY LLC

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

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



 


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Exhibit A

to the

U.S. Guarantee Agreement




FORM OF GUARANTY SUPPLEMENT




                     __, ____




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





Ladies and Gentlemen:



Reference is made to (i) Credit Agreement, dated as of June 9, 2008 and amended and restated
as of October 14, 2011 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among United Rentals, Inc., a Delaware
corporation (“Holdings”), United Rentals (North America), Inc., a Delaware corporation (the
“Company”), the other U.S. Subsidiary Borrowers named therein (together with the Company, the “U.S.
Borrowers”), United Rentals of Canada, Inc., a
corporation amalgamated under the federal laws of the Province of
Ontario (the
“Canadian Borrower”), United Rentals Financing Limited Partnership (the “Specified Loan Borrower”),
the Lenders from time to time party thereto, and Bank of America, N.A., as Agent and (ii) the U.S.
Guarantee Agreement referred to in the Credit Agreement (such U.S. Guarantee Agreement, as in
effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified
from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized
terms defined in the Guaranty or in the Credit Agreement and not otherwise defined herein are used
herein as therein defined.



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


 


 









 





(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Agent and each
other Secured Party, hereby confirms that it is the intention of all such Persons that this
Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder and thereunder
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty
and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing
intention, the Agent, the other Secured Parties and the undersigned hereby irrevocably agree that
the Obligations of the undersigned under this Guaranty Supplement and the Guaranty at any time
shall be limited to the maximum amount as will result in the Obligations of the undersigned under
this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer or conveyance.



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



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



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



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



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


 


2









 





(B) THE UNDERSIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR ANY FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT, THE GUARANTY OR ANY OF
THE OTHER LOAN DOCUMENTS TO WHICH IT IS OR IS
TO BE A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE UNDERSIGNED HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN
SUCH FEDERAL COURT. THE UNDERSIGNED AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SUPPLEMENT OR THE GUARANTY OR ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS GUARANTY SUPPLEMENT, THE GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS TO
WHICH IT IS OR IS TO BE A PARTY IN THE COURTS OF ANY OTHER JURISDICTION.



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



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



[remainder of the page intentionally left blank]



 


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	 	Very truly yours,



[NAME OF ADDITIONAL GUARANTOR]

 	 
	 	By  	 	 
	 	 	Title: 	 




 


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