Supplement to the U.S. Security Agreement



 Exhibit 10.5 
 SECURITY AGREEMENT SUPPLEMENT 
 April 30, 2012 

 

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

 Ladies and
Gentlemen: 
 Reference is made to (i) the 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”), 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 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 Amended and Restated U.S. Security Agreement dated as of October 14, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Security Agreement”) made by the Grantors from time to time party thereto in favor of the Agent for the benefit of the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise
defined herein are used herein as defined in the Credit Agreement or the Security Agreement. 
 SECTION 1. Grant of Lien.
(a) As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) by each of the undersigned of all of its present and future Obligations (such Obligations, as to any of the
undersigned, being the “Secured Obligations” of such undersigned), each of the undersigned hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the
“Security Interest”) in and continuing lien on all of such undersigned’s right, title and interest in or to any and all of the following properties and assets of such undersigned and all powers and rights of such undersigned in
all of the following (including the power to transfer rights in the following), whether now owned or existing or at any time hereafter acquired or arising, regardless of where located (collectively, the “Collateral”): 

(i) all Accounts; 
 (ii) all Inventory, including all Rental Equipment; 
 (iii) all
leases of Inventory, Equipment and other Goods (whether or not in the form of a lease agreement), including all Leases; 
 (iv) all documentation evidencing rights in any Inventory or Equipment, including all certificates, certificates of title, manufacturer’s statements of origin, and other collateral instruments;

 (v) all contract rights, including contract rights in respect of any Like-Kind Exchange; 







 (vi) all Chattel Paper; 

(vii) all Documents; 
 (viii) all Instruments; 
 (ix) all Supporting Obligations and
Letter-of-Credit Rights; 
 (x) all General Intangibles (including Payment Intangibles and Software); 

(xi) all Goods; 
 (xii) all Equipment; 
 (xiii) all Investment Property, including
the Security Collateral of such undersigned; 
 (xiv) all money, cash, cash equivalents, securities and other
property of any kind of such undersigned held directly or indirectly by the Agent, any Lender or any of their Affiliates; 
 (xv) all of such undersigned’s Material Accounts, credits, and balances with and other claims against the Agent or any Lender or any of their Affiliates or any other financial institution with which
such undersigned maintains deposits, including all Payment Accounts; 
 (xvi) all books, records and other
property related to or referring to any of the foregoing, including books, records, account ledgers, data processing records, computer software and other property; and 

(xvii) all accessions to, substitutions for and replacements, products and proceeds of any of the foregoing, including,
but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing; 
 provided, however, the “Collateral” shall not include any asset or rights or interests of such undersigned as described in the proviso to Section 2(a) of the Security
Agreement. 
 All of the Secured Obligations of any of the undersigned shall be secured by all of the Collateral of such undersigned and any
other property of such undersigned that secures any of the Secured Obligations. 
 SECTION 2. Representations and
Warranties. (a) Each of the undersigned represents and warrants to the Agent and the other Secured Parties that as of the date hereof: (i) Schedule I hereto identifies (A) such undersigned’s name as of the date hereof as it
appears in official filings in the state or other jurisdiction of its incorporation or other organization, (B) the type of entity of such undersigned (including corporation, partnership, limited partnership or limited liability company),
(C) the organizational identification number issued by such undersigned’s state, 

  
 -2-









 
province or territory of incorporation or organization or a statement that no such number has been issued, and (D) the jurisdiction in which such undersigned is incorporated or organized;
and (ii) such undersigned has only one state, province or territory of incorporation or organization. 
 (b) Each of the
undersigned hereby makes each other representation and warranty set forth in the Security Agreement with respect to itself and the Collateral owned by it. Each of the undersigned hereby represents and warrants to the Agent and the other Secured
Parties that the attached Schedule II contains all information with respect to itself and the Collateral owned by it that is required to be set forth in Schedule III to the Security Agreement with respect to the Grantors and their Collateral and the
attached Schedule III contains all information with respect to itself and the Security Collateral owned by it that is required to be set forth in Schedule I to the Security Agreement with respect to the Grantors and their Security Collateral.

 (c) Each of the undersigned hereby makes each representation and warranty set forth in the Credit Agreement that is made with
respect to any U.S. Obligor. 
 SECTION 3. Obligations Under the Security Agreement. Each of the undersigned hereby
agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. Each of the undersigned further agrees, as of the date first above
written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to each of the undersigned, that each reference to the “Collateral” or any part thereof
shall also mean and be a reference to each of the undersigned’s Collateral or part thereof, as the case may be, and that each reference in the Security Agreement to a Schedule shall also mean and be a reference to the schedules attached hereto.

 SECTION 4. Obligations under the Credit Agreement. Each of the undersigned hereby agrees, as of the date first above
written, to be bound as an Obligor, U.S. Obligor, Guarantor and U.S. Guarantor by all of the terms and provisions of the Credit Agreement to the same extent as though such undersigned were a party to the Credit Agreement in each such capacity from
and after the date hereof. Each of the undersigned further agrees, as of the date first above written, that each reference in the Credit Agreement to an “Obligor” or a “U.S. Obligor” or a “Guarantor” or “U.S.
Guarantor” shall also mean and be a reference to such undersigned. 
 SECTION 5. Governing Law. This Security
Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 
 SECTION 6.
Removal of Immaterial Subsidiary Designation. As of the date hereof, Holdings has removed the designation of each of the undersigned as Immaterial Subsidiaries under the Credit Agreement. Accordingly, in connection therewith and concurrently
with the effectiveness of this Security Agreement Supplement, as of the date hereof, the undersigned acknowledge that Section 25 of the Security Agreement shall be of no further force and effect. 

  
 -3-









 
					
	Very truly yours,
	
	INFOMANAGER, INC.
		
	By:	 	/s/ Irene Moshouris
		 	Name:	 	Irene Moshouris
		 	Title:	 	Vice President and Treasurer
	
	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 Security Agreement Supplement] 








 SCHEDULE I 
 to 
 AGREEMENT 

JURISDICTIONS OF ORGANIZATION 
  

							
	 Grantor
	  	 State/Province of

Organization
	  	 Type of Entity
	  	 Organizational I.D.

	 InfoManager, Inc.
	  	Texas	  	Corporation	  	154647800
				
	 United Rentals Realty, LLC
	  	Delaware	  	Limited Liability Company	  	4598063
				
	 Wynne Systems, Inc.
	  	California	  	Corporation	  	1819012








 SCHEDULE II 
 to 
 AGREEMENT 

PATENTS, TRADEMARKS AND COPYRIGHTS 
 Patents: 
 None. 
 Trademarks: 
  

													
	 Trademark Name
	  	Application
Number	  	Registration
Number	  	Country
Name	  	File Date	  	Registration
Date	  	Record Owner
	 IM INFOMANAGER
	  	6786495	  	6786495	  	European
Community	  	27-Mar-2008	  	15-Jan-2009	  	INFOMANAGER, INC.
							
	 INFOMANAGER
	  	1643702	  	1643702	  	India	  	21-Jan-2008	  	21-Jan-2008	  	INFOMANAGER, INC.
							
	 INFOMANAGER
	  	200800786	  	245105	  	Norway	  	21-Jan-2008	  	31-Mar-2008	  	INFOMANAGER, INC.
							
	 INFOMANAGER (& design)
	  	682 599	  	TMA411,158	  	Canada	  	24-May-1991	  	16-Apr-1993	  	INFOMANAGER, INC.
							
	 INFOMANAGER (& design)
	  	VA 003313
1994	  	VR 005308
1994	  	Denmark	  	06-May-1994	  	05-Aug-1994	  	INFOMANAGER OY
							
	 INFOMANAGER (& design)
	  	00
3040705	  	00 3040705	  	France	  	13-Jul-2000	  	13-Jul-2000	  	INFOMANAGER OY
							
	 INFOMANAGER (& design)
	  	J30946	  	2089319	  	Germany	  	27-May-1994	  	10-Jan-1995	  	INFOMANAGER OY









													
	 Trademark Name
	  	Application
Number	  	Registration
Number	  	Country Name	  	File Date	  	Registration
Date	  	Record Owner
	 INFOMANAGER (AND DESIGN)
	  	826701	  	553969	  	Benelux	  	20-May-1994	  	20-May-1994	  	INFOMANAGER OY
							
	 INFOMANAGER (AND DESIGN)
	  	74/199,553	  	1,765,625	  	United States
of America	  	30-Aug-1991	  	20-Apr-1993	  	INFOMANAGER, INC.
							
	 INFOMANAGER

(STANDARD
 CHARACTERS)
	  	77/369,492	  	3574939	  	United States
of America	  	11-Jan-2008	  	17-Feb-2009	  	INFOMANAGER, INC.
							
	 RENTALMAN
	  	1218322	  	1218322	  	Australia	  	09-Jan-2008	  	09-Jan-2008	  	WYNNE SYSTEMS, INC.
							
	 RENTALMAN
	  	1378517	  	TMA733,469	  	Canada	  	09-Jan-2008	  	28-Jan-2009	  	WYNNE SYSTEMS, INC.
							
	 RENTALMAN
	  	6734289	  	6734289	  	European
Community	  	07-Mar-2008	  	06-Feb-2009	  	WYNNE SYSTEMS, INC.
							
	 RENTALMAN
	  	1643710	  	1643710	  	India	  	21-Jan-2008	  	21-Jan-2008	  	WYNNE SYSTEMS, INC.
							
	 RENTALMAN
	  	910017	  	N/A	  	Mexico	  	28-Jan-2010	  	N/A	  	WYNNE SYSTEMS, INC.
							
	 RENTALMAN
	  	908405	  	1029375	  	Mexico	  	21-Jan-2008	  	07-Mar-2008	  	WYNNE SYSTEMS, INC.
							
	 RENTALMAN

(STANDARD
 CHARACTERS)
	  	77/314,490	  	3487698	  	United States
of America	  	26-Oct-2007	  	19-Aug-2008	  	WYNNE SYSTEMS, INC.
							
	 RENTALMAN

(STANDARD
 CHARACTERS)
	  	77/369,485	  	3480491	  	United States
of America	  	ll-Jan-2008	  	05-Aug-2008	  	WYNNE SYSTEMS, INC.
							
	 IM DESIGN
	  	1,294,767	  	1,294,767	  	Australia	  	17-Apr-2009	  	17-Apr-2009	  	WYNNE SYSTEMS, INC.









													
	 Trademark Name
	  	Application
Number	  	Registration
Number	  	Country Name	  	File Date	  	Registration
Date	  	Record Owner
	 AXIOM
	  	85/231,517	  	N/A	  	United States
of America	  	01-Feb-2011	  	N/A	  	WYNNE SYSTEMS, INC.

 Copyrights: 
  

									
	 Copyright
	  	Registration
Number/ Date	  	Date of
Publication	  	Description	  	Owner
	 Wynne Systems rentalman: release 5.0.
	  	TX0004894111 /
1998-08-13	  	6/1/1997	  	CD-ROM +
computer program	  	Wynne Systems, Inc.
					
	 Wynne Systems rentalman: release 10
	  	TX 7-024-376 /
2009-06-23	  	2/6/2007	  	Computer program	  	Wynne Systems, Inc.








 SCHEDULE III 
 to 
 AGREEMENT 

PLEDGED EQUITY AND PLEDGED DEBT 
 PART I 
 Pledged Equity: 

99.83871% of the equity interest of Wynne Systems EMEA owned by Wynne Systems, Inc. 
 PART II 
 Pledged Debt: 

Amended and Restated Global Intercompany Note, dated April 30, 2012.