Exhibit 10.3





Exhibit 10.3




EXECUTION COPY


AMENDED AND RESTATED U.S. INTELLECTUAL PROPERTY SECURITY AGREEMENT




This AMENDED AND RESTATED U.S. INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “U.S. IP Security
Agreement”) dated as of October 14, 2011, is made by the Persons listed on the signature pages
hereof (collectively, the “Grantors”) in favor of Bank of America, N.A. (“Bank of America”), as
agent (the “Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).



WHEREAS, United Rentals (North America), Inc., a Delaware corporation (the “Company”), is
party to a Credit Agreement dated as of June 9, 2008, with Bank of America, as Agent, United
Rentals, Inc., a Delaware corporation (“Holdings”), the U.S. Subsidiary Borrowers, United Rentals
of Canada, Inc., a corporation amalgamated under the laws of the Province of Ontario (“URC”),
United Rentals Financing Limited Partnership, a Delaware partnership (the “Specified Loan
Borrower”), the other Guarantors and the lenders party thereto (as amended, restated, amended and
restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit
Agreement”);



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
even date herewith (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Holdings, the Company, the other U.S. Borrowers,
URC as the Canadian Borrower, the Specified Loan Borrower, the Guarantors, Bank of America, N.A.,
as Agent, and the Lenders party thereto; terms defined in the Credit Agreement and not otherwise
defined herein are used herein as defined in the Credit Agreement;



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



WHEREAS, as a condition precedent to the amendment and restatement of the Existing Credit
Agreement by the entering into of the Credit Agreement, the maintaining and making of the Loans,
the issuance of Letters of Credit by any Letter of Credit Issuer and Lenders’ and their Affiliates
willingness to extend other financial accommodations under the Credit Agreement, each Grantor has
executed and delivered that certain Amended and Restated U.S. Security Agreement dated as of
October 14, 2011 made by the Grantors, certain other parties and the Agent (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “U.S. Security Agreement”);



WHEREAS, under the terms of the U.S. Security Agreement, the Grantors have granted to the
Agent, for the ratable benefit of the Secured Parties, a security interest in, among other
property, certain intellectual property of the Grantors, and have agreed as a condition thereof to
execute this U.S. IP Security Agreement for recording with the U.S. Patent and Trademark Office,
the United States Copyright Office and, to the extent agreed upon and applicable, other foreign
governmental authorities;


 


 









 





NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor agrees that the Existing U.S. IP Security Agreement shall be
amended and restated as follows:



SECTION 1. Grant of Security. Each Grantor hereby grants to the Agent for the ratable
benefit of the Secured Parties a security interest in all of such Grantor’s right, title and
interest in and to the following (the “Collateral”):




(A) the patents and patent applications set forth in Schedule A hereto (the “Patents”);




(B) the trademark and service mark registrations and applications set forth in Schedule
B hereto (provided that no security interest shall be granted in United States intent-to-use
trademark applications to the extent that, and solely during the period in which, the grant
of a security interest therein would impair the validity or enforceability of such
intent-to-use trademark applications under applicable federal law), together with the
goodwill symbolized thereby (the “Trademarks”);




(C) all copyrights, whether registered or unregistered, now owned or hereafter acquired
by such Grantor, including, without limitation, the copyright registrations and applications
set forth in Schedule C hereto (the “Copyrights”);




(D) all reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations of any of the foregoing, and, to the extent applicable, all rights in the
foregoing provided by international treaties or conventions, all rights corresponding
thereto throughout the world and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto;




(E) any and all claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with respect to any of
the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise
recover, such damages; and




(F) any and all proceeds of, collateral for, income, royalties and other payments now
or hereafter due and payable with respect to, and supporting obligations relating to, any
and all of the Collateral of or arising from any of the foregoing.



SECTION 2. Security for Obligations. The grant of a security interest in, the
Collateral by each Grantor under this U.S. IP Security Agreement secures the payment of all
Obligations of such Grantor now or hereafter existing under or in respect of the Loan Documents,
whether direct or indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action,
costs, expenses or otherwise. Without limiting the generality of the foregoing, this U.S. IP
Security Agreement secures, as to each Grantor, the payment of all amounts that constitute part of
the Obligations and that would be owed by such Grantor to any Secured Party under the Loan
Documents but for the fact that such Obligations are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.


 


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SECTION 3. Recordation. Each Grantor authorizes and requests that the Register of
Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and, to the extent
agreed upon and applicable, any other applicable government office, record this U.S. IP Security
Agreement.



SECTION 4. Execution in Counterparts. This U.S. IP Security Agreement may be executed
in any number of 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.



SECTION 5. Grants, Rights and Remedies. This U.S. IP Security Agreement has been
entered into in conjunction with the provisions of the Amended and Restated U.S. Security
Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security
interest hereunder to, and the rights and remedies of, the Agent with respect to the Collateral are
more fully set forth in the Amended and Restated U.S. Security Agreement, the terms and provisions
of which are incorporated herein by reference as if fully set forth herein.



SECTION 6. Additional Grantors. Upon the execution and delivery by any Person of an
intellectual property security agreement supplement in substantially the form of Exhibit A hereto
(each a “IP Security Agreement Supplement”), such Person shall be referred to as an “Additional
Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement and the
other Loan Documents to “Grantor” shall also mean and be a reference to such Additional Grantor,
each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean
and be a reference to the Collateral granted by such Additional Grantor and each reference in this
Agreement to a Schedule shall also mean and be a reference to the schedules attached to such IP
Security Agreement Supplement.



SECTION 7. Governing Law. This U.S. IP Security Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.



SECTION 8. Amendment and Restatement. On the date hereof, the Existing U.S. IP
Security Agreement is hereby amended, restated and superseded in its entirety by this U.S. IP
Security Agreement. The parties hereto acknowledge and agree that (i) this U.S. IP Security
Agreement 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
under the Existing Credit Agreement) or any of the other Loan Documents; (ii) such “Obligations”
are in all respects continuing (as amended and restated on the date hereof); and (iii) the
security interests, Lien and pledge granted under the Existing U.S. IP Security Agreement 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. Without
limiting the foregoing, each of the Grantors hereby fully and unconditionally ratifies and affirms
this U.S. IP Security Agreement and agrees that all security interests, Liens and pledges granted
hereunder and under the Existing U.S. IP Security Agreement shall from and after the date hereof
secure all Obligations hereunder and under the other Loan Documents.



[Remainder of this Page Intentionally Left Blank]





 


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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 
	 	GRANTORS:



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:  	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	 
	 
	 	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 	 
	 



 


 









 





Solely for purposes of acknowledging Section 25 hereto:



	 	 	 	 	 
	 	INFOMANAGER INC.

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



By United Rentals (North America), Inc., as its Sole Member

 	 
	 	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	 
	 



 


 









 




EXECUTION COPY




SCHEDULE A




PATENTS




None



 


 









 











SCHEDULE B




Trademarks




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Next	 	 	 	 
	 	 	App	 	Reg	 	 	 	 	 	File	 	Reg	 	Renew	 	 	 	 
	Trademark	 	Number	 	Number	 	Status	 	Country	 	Date	 	Date	 	Date	 	Class	 	Owner
	THE RIGHT EQUIPMENT. RIGHT NOW!
	 	75/921,932	 	2419254	 	Registered	 	United States of America	 	17-Feb-2000	 	09-Jan-2001	 	09-Jan-2021	 	035, 042	 	UNITED RENTALS, INC.
	THE UNDERGROUND EQUIPMENT SPECIALIST
	 	75/756,944	 	2410275	 	Registered	 	United States of America	 	21-Jul-1999	 	05-Dec-2000	 	05-Dec-2020	 	37	 	UNITED RENTALS, INC.
	UNITED RENTALS
	 	75/445,513	 	2476091	 	Registered	 	United States of America	 	05-Mar-1998	 	07-Aug-2001	 	07-Aug-2021	 	035, 037, 042	 	UNITED RENTALS, INC.
	UNITED RENTALS
MISCELLANEOUS
DESIGN
	 	75/449,210	 	2,406,720	 	Registered	 	United States of America	 	12-Mar-1998	 	12-Nov-2000	 	12-Nov-2020	 	035, 037, 042	 	UNITED RENTALS, INC.
	URDATA
	 	76/011015	 	2497914	 	Registered	 	United States of America	 	24-Mar-2000	 	16-Oct-2001	 	16-Oct-2021	 	35	 	UNITED RENTALS, INC.
	GOT TOOLS?
	 	78/401,442	 	3,034,458	 	Registered	 	United States of America	 	14-Apr-2004	 	27-Dec-2005	 	27-Dec-2015	 	Int’l Cl. 37	 	URNA (ASSIGNMENT TO URI PENDING)
	ALL THE RIGHT TOOLS
	 	76/376,777	 	3,069,631	 	Registered	 	United States of America	 	28-Feb-2002	 	21-Mar-2006	 	21-Mar-2016	 	Int’l Cl. 37	 	URNA (ASSIGNMENT TO URI PENDING)
	THE TOOLS TO SATISFY
	 	78/622,914	 	3,085,242	 	Registered	 	United States of America	 	04-May-2005	 	25-Apr-2006	 	25-Apr-2016	 	Int’l Cl. 37	 	URNA (ASSIGNMENT TO URI PENDING)
	LEASCO
	 	76/376,463	 	2,921,928	 	Registered	 	United States of America	 	28-Feb-2002	 	28-Feb-2002	 	01-Feb-2015	 	Int’l Cl. 37	 	URNA (ASSIGNMENT TO URI PENDING)
	 US RENTALS & DESIGN
	 	74141973	 	1735268	 	Registered	 	United States of America	 	25-Feb-1991	 	24-Nov. 1992	 	 	 	Int’l CL 37, 39	 	UNITED RENTALS (NORTH AMERICA) INC.
	UNITED GUARD
	 	85342236	 	N/A	 	Pending	 	United States of America	 	9-June-2001	 	N/A	 	N/A	 	Int’l CL 36	 	UNITED RENTALS, INC.
	UNITED RENTALS & DESIGN
	 	853319031	 	N/A	 	Pending	 	United States of America	 	6-June-2011	 	N/A	 	N/A	 	Int’l CL 35, 17, 42	 	UNITED RENTALS, INC.
	VERTICADE
	 	76141032	 	2613339	 	Registered	 	United States of America	 	4-Oct-2000	 	27-Aug.-2002	 	 	 	Int’l CL 9	 	UNITED RENTALS, INC.





 


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SCHEDULE C




Copyrights




None





 


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