Exhibit 10.9
U.S. INTELLECTUAL PROPERTY
SECURITY AGREEMENT SUPPLEMENT
This U.S. INTELLECTUAL PROPERTY
SECURITY AGREEMENT SUPPLEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “
U.S. IP Security Agreement Supplement ”) dated
as of April 30, 2012, is made by the Persons listed on the
signature pages hereof (collectively, the “ New
Grantors ”) in favor of Bank of America, N.A.
(“ Bank of America ”), as agent (the
“ Agent ”) for the Secured Parties (as
defined in the Credit Agreement referred to below).
WHEREAS, United Rentals (North
America), Inc., a Delaware corporation (the “
Company ”) and parent company of each of the
New Grantors, is a party 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 ”), the Company, the other
U.S. Subsidiary Borrowers named therein, United Rentals of Canada,
Inc., a corporation amalgamated under the laws of the Province of
Ontario, United Rentals Financing Limited Partnership, a Delaware
limited partnership, the Lenders from time to time party thereto,
and Bank of America, N.A., as Agent, (ii) the Amended and
Restated U.S. 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 favor of the Agent for the benefit of the Secured
Parties and (iii) the Amended and Restated U.S. Intellectual
Property Security Agreement dated as of October 14, 2011 (as
amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “ U.S. IP Security
Agreement ”) made by the Grantors from time to time
party thereto in favor 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;
WHEREAS, Holdings has removed the
designation of the New Grantors as Immaterial Subsidiaries under
the Credit Agreement effective as of the date hereof, and each of
the New Grantors is therefore required to enter into (i) the
Guaranty Supplement (as defined in the U.S. Guarantee Agreement),
dated as of the date hereof, in favor of the Agent for the benefit
of the Secured Parties, (ii) the Security Agreement Supplement
(as defined in the Security Agreement), dated as of the date
hereof, in favor of the Agent for the benefit of the Secured
Parties and (iii) this U.S. IP Security Agreement
Supplement;
WHEREAS, under the terms of the
Security Agreement Supplement and the Security Agreement, the New
Grantors have granted to the Agent, for the ratable benefit of the
Secured Parties, a security interest in, among other property,
certain intellectual property of the New Grantors, and have agreed
as a condition thereof to execute this U.S. IP Security Agreement
Supplement for recording with the U.S. Patent and Trademark Office,
the United States Copyright Office and, to the extent agreed upon
and applicable, other foreign governmental authorities;
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NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each New Grantor agrees as follows:
SECTION 1. Grant of Security
. Each New Grantor hereby grants to the Agent for the ratable
benefit of the Secured Parties a security interest in all of such
Grantor’s right, title and interest in and to the following
(the “ Collateral ”):
(A) the patents and patent
applications set forth in Schedule A hereto (the “
Patents ”);
(B) the trademark and service mark
registrat