Joinder to the Registration Rights Agreement for the 2022 Senior Notes



 Exhibit 10.1 
 $1,325,000,000 
 UR FINANCING ESCROW CORPORATION 

7.625% SENIOR NOTES DUE 2022 
 JOINDER TO REGISTRATION RIGHTS AGREEMENT 
 April 30, 2012 

Morgan Stanley & Co. LLC 
 Merrill
Lynch, Pierce, Fenner & Smith Incorporated 
 Wells Fargo Securities, LLC 
 as Representatives of the Initial Purchasers 
 c/o Morgan Stanley & Co. LLC 

1585 Broadway 

New York, New York 10036 

Ladies and Gentlemen: 

Reference is made to the Registration Rights Agreement dated as of March 9, 2012, among UR Financing Escrow Corporation (the
“Issuer”) and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers. Capitalized terms used in this Joinder
Agreement without definition have the respective meanings given to them in the Registration Rights Agreement. 
 The
undersigned, UR Merger Sub Corporation (“NewCo”), hereby agrees to accede to the terms of, and assume all of the obligations of the Issuer set forth in, the Registration Rights Agreement, as though NewCo had entered into the
Registration Rights Agreement on the Closing Date and been named as the “Issuer” therein. NewCo agrees that such obligations include, without limitation, (a) all of the obligations of the Issuer to perform and comply with all of the
agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Liquidated Damages, and (b) the Issuer’s indemnification and other obligations contained in Section 6 of the Registration Rights
Agreement. NewCo acknowledges and agrees that all references to the Issuer in the Registration Rights Agreement shall include NewCo and that NewCo shall be bound by all provisions of the Registration Rights Agreement containing such references.

 The undersigned Guarantors hereby agree, on a joint and several basis, to accede to the terms of the Registration Rights
Agreement and to undertake and perform all of the obligations of the “Guarantors” set forth therein as though the undersigned Guarantors had entered into the Registration Rights Agreement on the Closing Date and been named as
“Guarantors” therein. The undersigned Guarantors agree that such obligations include, without limitation, (a) all of the obligations of the Guarantors to perform and comply with all of the agreements thereof contained in the
Registration Rights Agreement, including the obligation to pay Liquidated Damages, and 







 
(b) the Guarantors’ indemnification and other obligations contained in Section 6 of the Registration Rights Agreement. Each of the undersigned Guarantors acknowledges and agrees that
all references to the Guarantors in the Registration Rights Agreement shall include the undersigned Guarantors and that the undersigned Guarantors shall be bound by all provisions of the Registration Rights Agreement containing such references.

 THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 
 This Joinder Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by
facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart. 
 [Signature
Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date
first written above. 
  

			
	UR MERGER SUB CORPORATION
		
	By:	 	/s/ Irene Moshouris
		 	 Name: Irene Moshouris

Title: Vice President and Treasurer

	
	UNITED RENTALS, INC.
		
	By:	 	/s/ Irene Moshouris
		 	 Name: Irene Moshouris

Title: Senior 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



 [Signature Page to Joinder to 2022 Notes Registration Rights Agreement]








 
			
	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

	
	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 Joinder to 2022 Notes Registration Rights Agreement]