the Collateral and the Related Loan Documents
119
13.19 Field Audit and Examination Reports; Disclaimer by Lenders
119
13.20 Relation Among Lenders
120
13.21 Arrangers; Agent
120
13.22 The Register
120
ARTICLE XIV
MISCELLANEOUS
14.1 No Waivers; Cumulative Remedies
121
14.2 Severability
121
14.3 Governing Law; Choice of Forum; Service of Process
121
14.4 WAIVER OF JURY TRIAL
122
14.5 Survival of Representations and Warranties
122
14.6 Other Security and Guarantees
122
14.7 Fees and Expenses
123
14.8 Notices
123
14.9 Waiver of Notices
124
14.10 Binding Effect
124
14.11 Indemnity of the Agent and the Lenders
124
14.12 Limitation of Liability
125
14.13 Final Agreement
125
14.14 Counterparts; Facsimile Signatures
125
14.15 Captions
125
14.16 Right of Setoff
125
14.17 Confidentiality
125
14.18 Conflicts with Other Loan Documents
126
14.19 Collateral Matters
126
14.20 No Fiduciary Relationship
126
14.21 Judgment Currency
126
14.22 [Intentionally Omitted]
127
14.23 U.S. Lenders
127
14.24 USA PATRIOT Act
127
14.25 Amendment and Restatement
127
iv
EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF BORROWING BASE CERTIFICATE
EXHIBIT B-1
FORM OF U.S. NOTICE OF BORROWING
EXHIBIT B-2
FORM OF CANADIAN NOTICE OF BORROWING
EXHIBIT B-3
FORM OF SPECIFIED LOAN NOTICE OF BORROWING
EXHIBIT C-1
FORM OF U.S. NOTICE OF CONTINUATION/CONVERSION
EXHIBIT C-2
FORM OF CANADIAN NOTICE OF CONTINUATION/CONVERSION
EXHIBIT C-3
FORM OF SPECIFIED LOAN NOTICE OF CONTINUATION/CONVERSION
EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT F
PERFECTION CERTIFICATE
EXHIBIT G
FORM OF SOLVENCY CERTIFICATE
SCHEDULE 1.1
LENDERS' COMMITMENTS
SCHEDULE 1.1A
EXISTING LETTERS OF CREDIT
SCHEDULE 1.2
SUBSIDIARY BORROWERS
SCHEDULE 1.2A
GUARANTORS
SCHEDULE 1.3
IMMATERIAL SUBSIDIARIES
SCHEDULE 1.4
RECEIVABLES ENTITIES
SCHEDULE 1.5
THIRD PARTY LOCATIONS OF MERCHANDISE AND CONSUMABLES INVENTORY
SCHEDULE 7.4
PRIOR NAMES AND TRANSACTIONS
SCHEDULE 7.5
SUBSIDIARIES
SCHEDULE 7.7
CAPITALIZATION
SCHEDULE 7.10
REAL ESTATE; LEASES
SCHEDULE 7.12
LITIGATION
SCHEDULE 7.14
ENVIRONMENTAL LAW
SCHEDULE 7.17
ERISA AND PENSION PLAN COMPLIANCE
SCHEDULE 7.18
TAXES
SCHEDULE 8.11
PERMITTED INVESTMENTS
SCHEDULE 8.13
DEBT
SCHEDULE 8.15
AFFILIATE TRANSACTIONS
SCHEDULE 8.18
LIENS
v
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement, dated as of October 14, 2011, among
the financial institutions from time to time parties hereto (such financial
institutions, together with their respective successors and assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), Bank of America, N.A., with an office at 335 Madison Avenue, New
York, New York 10017, as Agent, U.S. Swingline Lender and U.S. Letter of Credit
Issuer, Bank of America, N.A. (acting through its Canada branch), with an office
at 200 Front Street West, Toronto, Ontario, M5V 3L2, as Canadian Swingline
Lender and Canadian Letter of Credit Issuer, Wells Fargo Capital Finance, LLC,
as the syndication agent (in its capacity as the syndication agent, the
"Syndication Agent"), Citigroup Global Markets Inc. and Morgan Stanley Senior
Funding, Inc., as the co-documentation agents (each, in its capacity as a
co-documentation agent, a "Co-Documentation Agent"), United Rentals, Inc., a
Delaware corporation, with offices at Five Greenwich Office Park, Greenwich,
Connecticut