Supplement to the Canadian Security Agreement



 Exhibit 10.7 
 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 Canadian 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 favour 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.
As security for the due and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, by the undersigned of their respective Obligations, each of the undersigned hereby grants, to the
Agent, its successors and assigns, for the ratable benefit of the applicable Secured Parties, a security interest (the “Security Interest”) in and continuing lien upon and right of set-off against, all personal property, assets and
undertakings of such undersigned, including, without limitation, 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 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, including all debts, book debts, accounts, claims, demands, moneys and choses in action whatsoever
including, without limitation, claims against the Crown and claims under insurance policies, which are now owned by or are due, owing or accruing due to the undersigned or which may hereafter be owned by or become due, owing or accruing due to the
undersigned together with all contracts, investment property, bills, notes, lien notes, judgments, chattel mortgages, mortgages and all other rights, benefits and documents now or hereafter taken, vested in or held by the undersigned in respect of
or as security for the same and the full benefit and advantage thereof, and all rights of action or claims which such undersigned now has or may at any time hereafter have against any Person in respect thereof; 

  
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 (ii) all Inventory, including, without limitation, all Rental Equipment,
goods, merchandise, raw materials, goods in process, finished goods, packaging and packing material and other tangible personal property now or hereafter held for sale, lease, rental or resale or that are to be furnished or have been furnished under
a contract of service or that are to be used or consumed in the business of such undersigned; 
 (iii) all leases
of 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 (as such terms are defined in the UCC); 

(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 (as such terms are defined in the UCC); 

(x) all General Intangibles including Payment Intangibles (as such term is defined in the UCC) and Software; 

(xi) all Goods (excluding “Consumer Goods” as such term is defined in the PPSA); 

(xii) all Equipment; 
 (xiii) all Investment Property; 
 (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; 

  
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 (xvii) the uncalled capital, money, rights, bills of exchange, negotiable
and non negotiable instruments, judgments and securities not otherwise described in the foregoing; and 
 (xviii)
all accessions to, substitutions for and replacements, products and proceeds derived directly or indirectly 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 1(a) of the Security Agreement. 
 (b) All of the Obligations of each respective undersigned shall be secured by all of the Collateral of such undersigned and any other property of any such undersigned that secures any of the 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 name as of the date hereof as it appears in official filings in the state, province 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,
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 II to the Security Agreement with respect to the Grantors and their 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 Canadian 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 the undersigned, that each reference to the “Collateral” or any part thereof shall also mean and
be a reference to 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. 

  
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 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, Canadian Obligor, Guarantor and Canadian 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 “Canadian
Obligor” or a “Guarantor” or “Canadian Guarantor” shall also mean and be a reference to the undersigned. 
 SECTION 5. Governing Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable
therein. 
 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 23 of the Security Agreement shall be of no further force and effect. 
 (signature pages
follow) 

  
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	 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 Canadian 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
	  	J 30946	  	2089319	  	Germany	  	27-May-1994	  	10-Jan-1995	  	INFOMANAGER OY
	 (& design)
	  		  		  		  		  		  	









													
	 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	  	11-Jan-2008	  	05-Aug-2008	  	WYNNE SYSTEMS, INC.









													
	 Trademark Name
	  	Application
Number	  	Registration
Number	  	Country Name	  	File Date	  	Registration
Date	  	Record Owner
	 IM DESIGN
	  	1,294,767	  	1,294,767	  	Australia	  	17-Apr-2009	  	17-Apr-2009	  	WYNNE SYSTEMS, INC.
							
	 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.