Second Supplemental Indenture to the RSC 10.25% Notes



 Exhibit 4.9 
 UR MERGER SUB CORPORATION 
 as the Successor Company, 

and 
 THE
SUBSIDIARIES LISTED ON SCHEDULE I 
 as Subsidiary Guarantors, 

and 
 WELLS FARGO
BANK, NATIONAL ASSOCIATION 
 as Trustee 
 SECOND SUPPLEMENTAL INDENTURE 
 Dated as of April 30, 2012 

$200,000,000 

10.25% Senior Notes due 2019 







 SECOND SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE, dated as of April 30, 2012 (this “Supplemental Indenture”), among UR Merger Sub
Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Successor Company”), the companies listed on Schedule I (the “Subsidiary Guarantors”), and Wells Fargo
Bank, National Association, as Trustee (the “Trustee”), under the Indenture referred to below. 
 WITNESSETH:

 WHEREAS, RSC Equipment Rental, Inc. (“RSC Equipment”), RSC Holdings III, LLC (“RSC III”
and, together with RSC Equipment, the “Predecessor Companies”) and the Trustee have heretofore become parties to an Indenture, dated as of November 17, 2009 (the “Indenture”), providing for the issuance of
10.25% Senior Notes due 2019 of RSC III (the “Notes”); 
 WHEREAS, pursuant to the First Supplemental
Indenture, dated as of April 30, 2012, to the Indenture, the Successor Company as successor by merger to the Predecessor Companies expressly assumed all the obligations of the Predecessor Companies under the Indenture and the Notes; 

WHEREAS, Section 1308 of the Indenture provides that the Successor Company is required to cause the Subsidiary Guarantors to execute
and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall guarantee the Successor Company’s Subsidiary Guaranteed Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and
conditions set forth herein and in Article XIII of the Indenture; 
 WHEREAS, each Subsidiary Guarantor desires to enter into
such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition of the
Successor Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed; and 
 WHEREAS, pursuant to
Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Successor Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,”
“hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof. 

2. Agreement to Guarantee. Each Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors and fully and
unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of)
all other applicable provisions of the Indenture as a Subsidiary Guarantor. 
 3. Termination, Release and Discharge. Each Subsidiary
Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and each Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in
Section 1303 of the Indenture. 

  
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 4. Parties. Nothing in this Supplemental Indenture is intended or shall be construed to give any
Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of each Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture.

 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
THE TRUSTEE, THE SUCCESSOR COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN
THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE. 
 6. Ratification of Indenture;
Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture. 
 7. Counterparts. The parties hereto
may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all purposes. 
 8. Headings. The Section headings herein are for
convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	UR MERGER SUB CORPORATION
		
	By:	 	/s/ Irene Moshouris
		 	Name: Irene Moshouris
		 	Title:   Vice President and Treasurer
	
	INFOMANAGER, INC.
		
	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 FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER
		
	By:	 	/s/ Irene Moshouris
		 	Name: Irene Moshouris
		 	Title:   Vice President and Treasurer
	
	UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS SOLE INITIAL MEMBER
		
	By:	 	/s/ Irene Moshouris
		 	Name: Irene Moshouris
		 	Title:   Senior Vice President and Treasurer


 [Signature Page to 10.25% Senior Notes Second Supplemental Indenture]








 
			
	UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER
		
	By:	 	/s/ Irene Moshouris
		 	Name: Irene Moshouris
		 	Title:   Senior Vice President and Treasurer
	
	WYNNE SYSTEMS, INC.
		
	By:	 	/s/ Irene Moshouris
		 	Name: Irene Moshouris
		 	Title:   Vice President and Treasurer


 [Signature Page to 10.25% Senior Notes Second Supplemental Indenture]








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	/s/ Yana Kislenko
		 	Name: Yana Kislenko
		 	Title: Vice President


 [Signature Page to 10.25% Senior Notes Second Supplemental Indenture]








 SCHEDULE I 
 SUBSIDIARY GUARANTORS 
 InfoManager, Inc. 

United Rentals (Delaware), Inc. 
 United Rentals
Financing Limited Partnership 
 United Rentals Highway Technologies Gulf, LLC 
 United Rentals Realty, LLC 
 Wynne Systems, Inc.