First Supplemental Indenture to the 2020 7.375% Senior Notes



 Exhibit 4.2 
 UR FINANCING ESCROW CORPORATION 
 as the Company, 

UR MERGER SUB CORPORATION 
 as the Successor, 
 and 

UNITED RENTALS, INC. 
 and 
 THE SUBSIDIARIES LISTED ON SCHEDULE I 

as Guarantors, 

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

$750,000,000 

7.375% Senior Notes due 2020 







 FIRST SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of April 30, 2012, among UR Financing Escrow
Corporation, a Delaware corporation (the “Company”), UR Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings (as defined below) (the “Successor”), United Rentals, Inc., a Delaware
corporation (“Holdings”), the Subsidiary Guarantors listed on Schedule I (together with Holdings, the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the
Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. 
 W I T N E S S E T H 
 WHEREAS, the Company and the Trustee have entered
into an Indenture, dated as of March 9, 2012 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of its 7.375% Senior Notes due 2020 (the
“Securities”). 
 WHEREAS, the Company and the Successor have entered into an Agreement and Plan of Merger,
dated April 30, 2012 (the “Merger Agreement”), which contemplates the filing of a certificate of merger with the Secretary of State of the State of Delaware providing for the merger (the “Merger”) of the
Company with and into the Successor, with the Successor continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger; 
 WHEREAS, Section 8.01 of the Indenture provides, among other things, that the Company may merge with or into another Person; provided that, among other things, (i) the Person
formed by any merger with or into the Company (if other than the Company) expressly assumes by a supplemental indenture executed and delivered to the Trustee all of the obligations of the Company under the Securities and the Indenture and
(ii) the Indenture, as so supplemented, remains in full force and effect; 
 WHEREAS, Section 9.01(i) of the
Indenture provides, among other things, that the Indenture and Securities may be amended or supplemented without the consent of any Holder to provide for the assumption of the Company’s obligations to Holders in the case of a merger consummated
pursuant to Article VIII of the Indenture; 
 WHEREAS, the Successor desires and has requested that the Trustee join in
the execution of this Supplemental Indenture for the purpose of evidencing such assumption by the Successor; 
 WHEREAS,
Section 10.16 of the Indenture provides that, to the extent not a party to the Indenture upon the original execution thereof, each Person required to become a Guarantor shall execute and deliver to the Trustee a supplemental indenture,
pursuant to which it shall become a Guarantor under Article XIII of the Indenture and shall Guarantee the obligations of the Company (as defined in the Indenture) under the Indenture and the Securities; 

  
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 WHEREAS, Section 9.01(i) of the Indenture provides, among other things, that the
Indenture and Securities may be amended or supplemented without the consent of any Holder to add Guarantees with respect to the Securities; 
 WHEREAS, the Guarantors named herein desire to execute this Supplemental Indenture in order to evidence the Guarantors’ Guarantees under Article XIII of the Indenture; 

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the boards of directors of the
Successor and the Guarantors; and 
 WHEREAS, all conditions precedent and requirements necessary to make this Supplemental
Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Successor, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
 ARTICLE ONE 
 REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF 

THE SUCCESSOR AND THE GUARANTORS 
 The Successor and each Guarantor represents, warrants and agrees with the Trustee as follows: 
 SECTION 1.1. It is a corporation, limited partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its respective state
of formation as set forth in the preamble hereto. 
 SECTION 1.2. The execution, delivery and performance by it of this
Supplemental Indenture has been authorized and approved by all necessary corporate, limited partnership or limited liability action, as applicable, on its part and this Supplemental Indenture is its valid and legally binding obligation, enforceable
against it in accordance with its terms. 
 SECTION 1.3. The Merger will become effective in accordance with the laws of
the State of Delaware when the certificate of merger, with respect to the Merger, is accepted by the Secretary of State of the State of Delaware (the time the Merger becomes effective being the “Effective Time”). Notice of the
Effective Time shall be promptly provided by the Successor to the Trustee. 
 SECTION 1.4. The Indenture, as supplemented
by this Supplemental Indenture, shall remain in full force and effect in accordance with its terms immediately after the execution of this Supplemental Indenture. 

  
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 ARTICLE TWO 
 ASSUMPTION AND AGREEMENTS 
 SECTION 2.1. As of the Effective Time, the
Successor hereby assumes the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Securities, and the due and punctual performance and observance of all other covenants, conditions and
other obligations contained in the Indenture on the part of the Company to be performed or observed. 
 SECTION 2.2.
Securities authenticated and delivered after the execution of this Supplemental Indenture may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in this Supplemental Indenture.

 SECTION 2.3. The Successor shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under the Indenture and the Securities, with the same effect as if the Successor had been named as “the Company” therein. 
 ARTICLE THREE 
 GUARANTEES OF THE SECURITIES 

SECTION 3.1. As of the Effective Time, the Guarantors named herein hereby agree, jointly and severally with all other Guarantors,
to guarantee the Successor’s obligations under the Indenture and the Securities on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by all other applicable provisions of the Indenture
applicable to “Guarantors.” 
 ARTICLE FOUR 

MISCELLANEOUS 

SECTION 4.1. Effectiveness. This Supplemental Indenture shall be effective upon execution by the parties hereto.

 SECTION 4.2. Recitals. The recitals contained herein shall be taken as the statements of the Successor and the
Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity of this Supplemental Indenture. 
 SECTION 4.3. Governing Law. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

 SECTION 4.4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture (including
by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original 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. 

  
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 SECTION 4.5. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof. 
 [Signature pages follow] 

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

			
	 UR FINANCING ESCROW CORPORATION,
 as the Company

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


  

			
	 UR MERGER SUB CORPORATION,
 as the Successor

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


  

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


  

			
	INFOMANAGER, INC., as a Guarantor
		
	By:	 	/s/ Irene Moshouris
	Name:	 	Irene Moshouris
	Title:	 	Vice President and Treasurer


  

			
	 UNITED RENTALS (DELAWARE), INC.,
 as a Guarantor

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


 [Signature Page to 2020 Notes Supplemental Indenture] 







 
			
	UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER, as a Guarantor
		
	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, as a Guarantor
		
	By:	 	/s/ Irene Moshouris
	Name:	 	Irene Moshouris
	Title:	 	Senior Vice President and Treasurer


  

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


  

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


 [Signature Page to 2020 Notes Supplemental Indenture] 







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


 [Signature Page to 2020 Notes Supplemental Indenture] 







 SCHEDULE I 
 SUBSIDIARY GUARANTORS 
  

			
	 Subsidiary Guarantor
	  	 Place of Formation

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