Loan Documents
153
13.19
Field Audit and Examination Reports; Disclaimer by Lenders
154
13.20
Relation Among Lenders
154
13.21
Arrangers; Agent
154
13.22
The Register
155
ARTICLE XIV
MISCELLANEOUS
14.1
No Waivers; Cumulative Remedies
156
14.2
Severability
156
14.3
Governing Law; Choice of Forum; Service of Process
156
14.4
WAIVER OF JURY TRIAL
157
14.5
Survival of Representations and Warranties
157
14.6
Other Security and Guarantees
158
14.7
Fees and Expenses
158
14.8
Notices
159
14.9
Waiver of Notices
160
14.10
Binding Effect
160
14.11
Indemnity of the Agent and the Lenders
160
14.12
Limitation of Liability
161
14.13
Final Agreement
161
14.14
Counterparts; Facsimile Signatures
161
14.15
Captions
162
14.16
Right of Setoff
162
14.17
Confidentiality
162
14.18
Conflicts with Other Loan Documents
163
14.19
Collateral Matters
163
14.20
No Fiduciary Relationship
163
14.21
Judgment Currency
163
14.22
Canadian Lenders
164
14.23
U.S. Lenders
164
14.24
USA PATRIOT Act
164
v
EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF BORROWING BASE CERTIFICATE
EXHIBIT B-1
U.S. NOTICE OF BORROWING
EXHIBIT B-2
CANADIAN NOTICE OF BORROWING
EXHIBIT B-3
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 1.2
U.S. SUBSIDIARY BORROWERS
SCHEDULE 1.3
IMMATERIAL SUBSIDIARIES
SCHEDULE 1.4
RECEIVABLES ENTITIES
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 7.13
LABOR DISPUTES
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
vi
CREDIT AGREEMENT
This Credit Agreement dated as of June 9, 2008, 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 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 as a
Canadian Funding Bank, UBS Securities LLC, as the syndication agent (in its
capacity as the syndication agent, the "Syndication Agent"), UBS AG Canada
Branch, as a Canadian Funding Bank, Wachovia Bank, National Association, as a
co-documentation agent (in its capacity as a co-documentation agent, a
"Co-Documentation Agent"), Wachovia Capital Finance Corporation (Canada), as a
Canadian Funding Bank, Wells Fargo Foothill, LLC, as a co-documentation agent
(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 06831 ("Holdings"), United Rentals(North
America), Inc., a Delaware corporation, with offices at