Exhibit 10.7
SECURITY AGREEMENT
SUPPLEMENT
April 30, 2012
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To:
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Bank of
America, N.A., as Agent
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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
Agreemen t”), 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