Exhibit 10.6





Exhibit 10.6




AMENDED AND RESTATED CANADIAN URFLP GUARANTEE




TO: BANK OF AMERICA, N.A., as Agent




for itself and as agent for certain financial institutions who are or may become a party from time
to time to the Credit Agreement as such term is hereinafter defined (as “Lenders”).



AMENDED AND RESTATED CANADIAN URFLP GUARANTEE AGREEMENT dated as of June 9, 2008 and as amended and
restated as of October
 14, 2011 (this “Guarantee”) made by United Rentals of Nova Scotia (No. 1),
ULC, a Nova Scotia unlimited company (“NS ULC1”), United Rentals of Nova Scotia (No. 2), ULC, a
Nova Scotia unlimited company (“NS ULC2”), and the Additional Guarantors (as defined in Section 18)
(NS ULC1, NS ULC2 and the Additional Guarantors being, collectively, the “Guarantors” and,
individually, each a “Guarantor”) in favour of the Secured Parties (as defined in the Credit
Agreement referred to below).



WHEREAS the undersigned are party to a 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 Guarantee”) entered into in connection with 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”) between, among others, the undersigned, 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 company amalgamated under the
laws of the Province of Ontario (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, it is a condition precedent to the amendment and restatement of the Existing Credit
Agreement by the entering into of the Credit Agreement that each Guarantor shall have executed and
delivered this Guarantee;



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 Guarantee shall be
amended and restated as follows:


 


 









 






	1.	 	For valuable consideration, each of the undersigned, jointly and severally, hereby
unconditionally guarantees and promises to pay to BANK OF AMERICA, N.A., as agent for itself
and the other Secured Parties pursuant to the Credit Agreement (the “Agent”), or order to be
paid, whether at scheduled maturity or on any earlier date of a required prepayment by reason
of acceleration, demand or otherwise, any and all Obligations of any of the U.S. Obligors (as
such term is defined in the Credit Agreement) and each of their respective successors and
assigns, (each a “U.S. Obligor” and collectively the “U.S. Obligors”) 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 Guarantee 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 U.S. 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 U.S. Obligor.







	2.	 	The liability of each of the undersigned under this Guarantee shall be unlimited. Regardless
of whether or not any proposed guarantor or any other person or persons has or have executed
or shall execute this Guarantee or is or are or shall become in any other way responsible to
the Agent and/or the Lenders for the Obligations or any part thereof whether under this
Guarantee or otherwise shall cease to be so liable, this shall be a continuing Guarantee
relating to any Obligations, including that arising under successive transactions which shall
either continue the indebtedness or from time to time renew it after it has been satisfied and
shall secure the ultimate repayment of all monies owing from any U.S. Obligor to the Agent and
the Lenders and shall be binding as a continuing security on each of the undersigned. A
payment by any of the undersigned shall not reduce the maximum obligation of each of the
undersigned hereunder.







	3.	 	The obligations hereunder are independent of the Guaranteed Obligations or any other
Obligations of any U.S. Obligor and a separate action or actions may be brought and prosecuted
against any of the undersigned whether action is brought against any U.S. Obligor or whether
any U.S. Obligor be joined in any such action or actions; and each of the undersigned waives
the benefit of any statute of limitations affecting its liability.







	4.	 	Each of the undersigned authorizes the Agent, without notice or demand and without affecting
its liability hereunder, from time to time, either before or after revocation hereof, to:







	 	(a)	 	renew, compromise, extend, accelerate or otherwise change the time for payment
of, or otherwise change the terms of the Obligations or any part thereof, including
increase or decrease of the rate of interest thereon;




 


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	 	(b)	 	receive and hold security for the payment of this Guarantee or the Obligations
guaranteed, and exchange, enforce, waive, release, fail to perfect, sell, or otherwise
dispose of any such security;







	 	(c)	 	apply such security and direct the order or manner of sale thereof as the Agent
in its discretion may determine; and

	 
	 	(d)	 	release or substitute any guarantors.







	5.	 	Each of the undersigned waives any right to require the Agent or the Lenders to:







	 	(a)	 	proceed against any U.S. Obligor;

	 
	 	(b)	 	proceed against any of the other undersigned;

	 
	 	(c)	 	proceed against or exhaust any security held from any U.S. Obligor or any other
person; or

	 
	 	(d)	 	pursue any other remedy in the Agent or the Lenders’ power whatsoever.







Each of the undersigned waives any defence arising by reason of any disability or other
defence of any U.S. Obligor, or the cessation from any cause whatsoever of the liability of
any U.S. Obligor, or any claim that each of the undersigned’s obligations exceed or are more
burdensome than those of any U.S. Obligor, each of the undersigned waives any right of
subrogation, reimbursement, indemnification, and contribution (contractual, statutory or
otherwise), arising from the existence or performance of this Guarantee and each of the
undersigned waives any right to enforce any remedy which the Agent and/or the Lenders now
have or may hereafter have against any U.S. Obligor, and waives any benefit of, and any
right to participate in, any security now or hereafter held by the Agent or the Lenders.
The Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, or
realize any deed of trust or other security securing the indebtedness, and, even though the
foreclosure or other realization may destroy or diminish each of the undersigned’s rights
against any U.S. Obligor or may result in security being sold at an under value, each of the
undersigned shall be liable to the Agent and the Lenders for any part of the indebtedness
remaining unpaid after the foreclosure or other realization. Each of the undersigned waives
all presentments, demands for performance, notices of nonperformance, protests, notices of
protest, notices of dishonour, and notices of acceptance of this Guarantee and of the
existence, creation, or incurring of new or additional indebtedness.




	6.	 	Each of the undersigned acknowledges and agrees that it shall have the sole responsibility
for obtaining from any U.S. Obligor such information concerning any U.S. Obligor’s financial
conditions or business operations as each of the undersigned may require, and that neither the
Agent nor the Lenders have any duty at any time to disclose to any of the undersigned any
information relating to the business operations or financial conditions of any U.S. Obligor.




 


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	7.	 	Any obligations of any U.S. Obligor to any of the undersigned, now or hereafter existing,
including but not limited to any obligations to any of the undersigned as subrogee of the
Agent or the Lenders or resulting from any of the undersigned’s performance under this
Guarantee, are hereby assigned as security to the Agent and postponed and subordinated to the
indebtedness. Any such obligations of any U.S. Obligor to any of the undersigned received by
any of the undersigned shall be received in trust for the Agent and the Lenders and remain
hereunder, the proceeds thereof shall forthwith be paid over to the Agent on account of the
Obligations of any U.S. Obligor to the Agent and the Lenders, but without reducing or
affecting in any manner the liability of any of the undersigned under the provisions of this
Guarantee. This assignment and postponement is independent of and severable from this
Guarantee and shall remain in full force and effect whether or not any of the undersigned are
liable for any amount under this Guarantee.







	8.	 	The individual obligations of a given undersigned pursuant to this Guarantee may be revoked
at any time by said undersigned in respect to future transactions, unless there is a
continuing consideration as to such transactions which said undersigned does not renounce.
Such revocation shall be effective upon the expiration of three (3) months after actual
receipt by the Agent at: the address of the Agent set out in Section 14.8 of the Credit
Agreement (or such address as the Agent may communicate to each of the undersigned) of written
notice of revocation. Such revocation by a given undersigned shall not affect any of the
other undersigned’s obligations hereunder, nor shall it affect any of the revocating
undersigned’s obligations or the Agent’s rights with respect to transactions which precede the
expiration of the three (3) month period following the Agent’s receipt of such notice,
regardless of whether or not the indebtedness related to such transactions, before or after
revocation, has been renewed, compromised, extended, accelerated, or otherwise changed as to
any of its terms, including time for payment or increase or decrease of the rate of interest
thereon, and regardless of any other act or omission of the Agent authorized hereunder. If
any obligations of a given undersigned pursuant to this Guarantee is revoked, returned or
cancelled, and subsequently any payment or transfer of any interest in property by any U.S.
Obligor to the Agent or the Lenders are rescinded or must be returned by the Agent or the
Lenders to any U.S. Obligor, the obligations of said undersigned pursuant to this Guarantee
shall be reinstated with respect to any such payment or transfer, regardless of any such prior
revocation, return, or cancellation.







	9.	 	Where any U.S. Obligor becomes bankrupt or makes an assignment for the benefit of creditors
or if any circumstances arise necessitating the Agent and/or the Lenders to file a claim
against any U.S. Obligor and/or to value its securities, the Agent shall be entitled to place
such valuation on its securities as the Agent may in its absolute discretion see fit and the
filing of such claim and the valuing of securities shall not in any way prejudice or restrict
the claim of the Agent and the Lenders against any of the undersigned and in no way discharges
any of the undersigned from their liability hereunder to the Agent and the Lenders, either in
whole or in part and until all Obligations of any U.S. Obligor to the Agent and the Lenders
has been fully paid, the Agent shall have the right to include in its claim the amount of all
sums paid by any of the undersigned to the Agent under this Guarantee and to prove and rank
for and receive dividends in respect of such claim, any and all rights to prove and rank for
such sums paid for by any of the undersigned and
receive the full amount of all dividends in respect thereto are hereby assigned and
transferred to the Agent by each of the undersigned.




 


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	10.	 	Any account settled or stated by or between the Agent and/or the Lenders and any U.S.
Obligor, or, if any such account has not been so settled or stated immediately before demand
for payment under this Guarantee, any account stated by the Agent, shall be accepted by each
of the undersigned as conclusive evidence of the amount which at the date of the account so
settled or stated is due by any U.S. Obligor to the Agent or remains unpaid by any U.S.
Obligor to the Agent and/or the Lenders.







	11.	 	Each of the undersigned shall make payment to the Agent of the amount of its liability to the
Agent forthwith after demand therefor is made in writing and such demand shall be deemed to
have been effectually made when an envelope containing such demand addressed to each of the
undersigned at its address last known to the Agent, is deposited, postage prepaid, in the
mail. All payments hereunder shall be made to the Agent at the office of the Agent set out in
the Credit Agreement or such other address as directed in writing by the Agent.







	12.	 	Any and all payments by each of the undersigned to the Agent and/or the Lenders under this
Guarantee or the Credit Agreement shall be made in accordance with Section 5.1 of the Credit
Agreement.







	13.	 	If any provision of this Guarantee is determined in any proceeding in a court of competent
jurisdiction to be void or to be wholly or partly unenforceable, that provision shall for the
purposes of such proceeding, be severed from this Guarantee at the Agent’s option and shall be
treated as not forming a part hereof and all the remaining provisions of this Guarantee shall
remain in full force and be unaffected thereby.







	14.	 	Notwithstanding any contrary provision of this Guarantee, it is intended that neither this
Guarantee nor any liens or security interests securing this Guarantee constitute a “Fraudulent
Conveyance” (as defined below). Consequently, each of the undersigned agrees that if this
Guarantee or any liens or security interests securing this Guarantee would, but for the
application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such
lien and security interest shall be valid and enforceable only to the maximum extent that
would not cause this Guarantee or such lien or security interest to constitute a Fraudulent
Conveyance, and this Guarantee shall automatically, if permitted under applicable law, be
deemed to have been amended accordingly at all relevant times. For purposes hereof, a
“Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the United States
Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under any applicable
fraudulent conveyance or fraudulent transfer law or similar law of any state or other
governmental unit as in effect from time to time.







	15.	 	This Guarantee shall not be subject to or affected by any promise or condition affecting or
limiting the liability of each of the undersigned except as expressly set forth herein and no
statement, representation, agreement or promise on the part of the Agent or any officer,
employee or agent thereof, unless contained herein, forms any part of this
contract or has induced the making thereof or shall be deemed in any way to affect the
liability of any of the undersigned hereunder.




 


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	16.	 	There are no representations, collateral agreements or conditions with respect to this
Guarantee and agreement affecting the liability of any of the undersigned hereunder other than
contained herein.







	17.	 	This Guarantee and agreement shall extend to and enure to the benefit of the Agent and the
Lenders and its and their successors and assigns, and shall extend to and be binding upon each
of the undersigned and each of their respective successors and permitted assigns.







	18.	 	Upon the execution and delivery by any person of a guarantee supplement in substantially the
form of Exhibit A hereto (each, a “Guarantee 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 Guarantee to a “Guarantor” or “the undersigned” shall also mean and be a
reference to such Additional Guarantor, and each reference in any other Loan Document (as such
term is defined in the Credit Agreement) to a “Canadian Guarantor” shall also mean and be a
reference to such Additional Guarantor, and (ii) each reference herein to “this Guarantee”,
“hereunder”, “hereof” or words of like import referring to this Guarantee, and each reference
in any other Loan Document (as such term is defined in the Credit Agreement) to the “Canadian
URFLP Guarantee Agreement”, “thereunder”, “thereof” or words of like import referring to this
Guarantee, shall mean and be a reference to this Guarantee as supplemented by such Guarantee
Supplement.







	19.	 	It is not necessary for the Agent or the Lenders to inquire into the powers of any U.S.
Obligor or each of the undersigned or of the officers, directors, partners, or agents acting
or purporting to act on their behalf, and any indebtedness made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.







	20.	 	The Agent may, without notice to any of the undersigned and without affecting any of the
undersigned’s obligations hereunder, assign the indebtedness and this Guarantee, in whole or
in part. Each of the undersigned agrees that the Agent and the Lenders may disclose to any
assignee or purchaser, or any prospective assignee or purchaser, of all or part of the
indebtedness any and all information in the Agent or a Lender’s possession concerning any of
the undersigned, this Guarantee, and any security for this Guarantee.

	 
	21.	 	Indemnification.







	 	(a)	 	Without limitation on any other Obligations of any Guarantor or remedies of the
Secured Parties under this Guarantee 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 U.S. Obligor enforceable against
such U.S. Obligor in accordance with their terms.




 


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	 	(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 Guarantee or any of the other Loan Documents, the agreements and
obligations of each Guarantor contained in Sections 1 and 26 (with respect to
enforcement expenses), the last sentence of Section 8, Section 12 and this Section 21
shall survive the payment in full of the Guaranteed Obligations and all of the other
amounts payable under this Guarantee.







	22.	 	Each Guarantor hereby subordinates any and all debts, liabilities and other obligations owed
to such Guarantor by each U.S. Obligor (the “Subordinated Obligations”) to the Guaranteed
Obligations to the extent and in the manner hereinafter set forth in this Section 22:







	 	(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 U.S. Obligor), each Guarantor may receive payments from any U.S.
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 U.S. 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 U.S. 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.




 


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	 	(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 U.S. 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 Guarantee.







	 	(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 U.S. 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).







	23.	 	If for the purpose of obtaining judgment in any court or for the purpose of determining,
pursuant to the obligations of any of the undersigned, the amounts owing hereunder 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 or any other payment is
due hereunder. Each of the undersigned agrees that its obligation in respect of any Original
Currency due from it to the Agent 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 or owing 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 of the
undersigned 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 paragraph 23
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.




 


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	24.	 	If any of the undersigned are a partnership, this Guarantee shall extend to the person,
persons and corporations for the time being and from time to time carrying on the business now
being carried on by the respective undersigned notwithstanding any change or changes in the
name or membership of the partnership or the incorporation of a
company for the purpose of acquiring the business of the partnership and where any of the
undersigned are a corporation, this Guarantee shall extend to any amalgamated or new company
formed to take over the business of the respective undersigned and any reorganization
thereof, whether the new company is the same or different in its objects, character and
constitution.







	25.	 	Without limiting the generality of the foregoing, each of the undersigned’s liability
hereunder shall extend to and include all post-petition interest, expenses, and other duties
and liabilities of any of any U.S. Obligor which would be owed by any of the U.S. Obligors but
for the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization, or similar proceedings involving any U.S. Obligor.







	26.	 	Each of the undersigned agrees to pay all reasonable Attorney Costs in accordance with the
requirements of the Credit Agreement, and all other reasonable and documented costs and
expenses which may be incurred by the Agent or the Lenders in the enforcement of this
Guarantee.







	27.	 	All words used herein in the plural shall be deemed to have been used in the singular where
the context and construction so require.







	28.	 	This Guarantee shall be governed by and construed in accordance with the laws of the Province
of Ontario and the laws of Canada applicable therein.

	 
	29.	 	Each of the undersigned acknowledges receipt of an executed copy of this Guarantee.







	30.	 	This Guarantee is made pursuant to and is subject to the terms of the Credit Agreement and in
the event of any conflict between any provision of this Guarantee and any provision of the
Credit Agreement such that it would not be possible for the parties hereto to comply with both
such provisions, the Credit Agreement shall supersede and govern.







	31.	 	The parties acknowledge that they have required that this Guarantee and all related documents
be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et
tous les documents connexes soient rédigés en anglais.







	32.	 	On the date hereof, the Existing Guarantee is hereby amended, restated and superseded in its
entirety by this Guarantee. The parties hereto acknowledge and agree that (i) this Guarantee
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) under the Existing Guarantee or any of the other Loan Documents;
(ii) such “Obligations” are in all respects continuing (as amended and restated on the date
hereof by this Guarantee and by the Credit Agreement) and (iii) the agreements set forth under
the Existing Guarantee and the other Loan Documents are in all respects continuing and in full
force and effect and are hereby fully ratified and affirmed in favour 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 Guarantee and agrees that the agreements provided hereunder and under the
Existing Guarantee shall
from and after the date hereof apply to all Obligations hereunder and under the other Loan
Documents.






[remainder of page intentionally left blank]




 


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



	 	 	 	 	 	 	 
	 	 	UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris 	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross 	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED RENTALS OF NOVA SCOTIA (NO. 2), ULC	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Irene Moshouris 	 	 
	 

	 	 	 	 

Name: Irene Moshouris
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Joli Lyn Gross 	 	 
	 

	 	 	 	 

Name: Joli Lyn Gross
	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






 


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Exhibit A

to the

Guarantee




FORM OF GUARANTEE SUPPLEMENT




_________ __, ____




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




Ladies and Gentlemen:



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



Section 1. Guarantee; Limitation of Liability. For valuable consideration, the undersigned hereby
unconditionally guarantees and promises to pay to the Agent, or order to be paid, whether at
scheduled maturity or on any earlier date of a required prepayment by reason of acceleration,
demand or otherwise, any and all Obligations of any of the U.S. Obligors (as such term is defined
in the Credit Agreement) and each of their respective successors and assigns, (each a “U.S.
Obligor” and collectively the “U.S. Obligors”) 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
Guarantee 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 U.S. 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 U.S. Obligor.


 


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(b) The undersigned, and by its acceptance of this Guarantee Supplement, the Agent and each other
Secured Party, hereby confirms that it is the intention of all such Persons that this Guarantee
Supplement, the Guarantee 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 Guarantee Supplement, the Guarantee 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 Guarantee Supplement and the Guarantee at any time shall be limited to the
maximum amount as will result in the Obligations of the undersigned under this Guarantee Supplement
and the Guarantee not constituting a fraudulent transfer or conveyance.



Section 2. Obligations Under the Guarantee. 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 Guarantee 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 Guarantee to an “Additional Guarantor”, a
“Guarantor”, or “the undersigned” shall also mean and be a reference to the undersigned, and each
reference in any other Loan Document to a “Guarantor” or a “Obligor” shall also mean and be a
reference to the undersigned.



Section 3. Representations and Warranties. The undersigned hereby represents and warrants as
follows: (a) There are no conditions precedent to the effectiveness of this guarantee that have
not been satisfied or waived.



(b) The undersigned 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 Guarantee 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.



Section 4. Delivery by Telecopier. Delivery of an executed counterpart of a signature page to
this Guarantee Supplement by telecopier shall be effective as delivery of an original executed
counterpart of this Guarantee Supplement.



Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. This Guarantee shall be
governed by and construed in accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein, except as required by mandatory provisions of law and except to the
extent that the validity or perfection of the security interests hereunder, or remedies hereunder,
in respect of any particular Collateral are governed by the laws of a jurisdiction other than the
Province of Ontario.


 


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ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTEE MAY BE BROUGHT IN THE COURTS OF THE
PROVINCE OF ONTARIO OR OF THE FEDERAL COURTS OF CANADA THEREIN, AND BY EXECUTION AND DELIVERY OF
THIS GUARANTEE, THE CORPORATION CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE CORPORATION 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
OR ANY OTHER JURISDICTION SELECTED BY THE LENDER IN RESPECT OF THIS GUARANTEE. THE CORPORATION
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER
MEANS PERMITTED BY THE LAW OF ONTARIO.



The parties hereto hereby waive trial by jury in any action, proceeding, claim or counterclaim,
whether in contract or tort, at law or in equity with respect to, in connection with, or arising
out of this Guarantee, other financing agreements, the obligations of the Borrowers and the
Corporation, the Collateral, or any instrument, document or guarantee delivered pursuant hereto or
to any of the foregoing, or the validity, protection, interpretation, administration, collection or
enforcement hereof or thereof, or any other claim or dispute hereunder or thereunder. The
Corporation agrees that it will not assert against the Lender any claim for consequential,
incidental, special, or punitive damages in connection with this Guarantee or the transactions
contemplated hereby or thereby. No officer of the Lender has authority to waive, condition, or
modify this provision.



	 	 	 	 	 
	Very truly yours,	 	 
	 
	 	 	 	 
	[NAME OF ADDITIONAL GUARANTOR]	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 







 


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