Exhibit 4.1 


EXECUTION COPY 


UNITED RENTALS, INC. 


as the Company


and


THE BANK OF NEW YORK


as Trustee





Indenture


Dated as of June 10, 2008 





$425,000,000


14% Senior Notes due 2014, Series A 


$425,000,000 


14% Senior Notes due 2014, Series B






CROSS REFERENCE TABLE1


	
 

	
 

	
 


	
Trust
  Indenture Act

	
 

	
Indenture


	
Selection

	
 

	
Section


	


	
 

	



	
 

	
 

	
 


	
310(a)(1)

	
6.09


	
310(a)(2)

	
6.09


	
310(a)(3)

	
N.A.2


	
310(a)(4)

	
N.A.


	
310(a)(5)

	
N.A.


	
310(b)

	
6.08; 6.10


	
310(c)

	
N.A.


	
311(a)

	
6.13


	
311(b)

	
6.13


	
311(c)

	
N.A.


	
312(a)

	
7.01; 7.02


	
312(b)

	
7.02


	
312(c)

	
7.02


	
313(a)

	
7.03


	
313(b)

	
7.03


	
313(c)

	
1.06


	
313(d)

	
7.03


	
314(a)

	
7.04


	
314(b)

	
N.A.


	
314(c)(1)

	
1.02


	
314(c)(2)

	
1.02


	
314(c)(3)

	
N.A.


	
314(d)

	
N.A.


	
314(e)

	
1.02


	
314(f)

	
N.A.


	
315(a)

	
6.01


	
315(b)

	
6.02


	
315(c)

	
6.01


	
315(d)

	
6.01


	
315(e)

	
5.14


	
316(a)(1)(A)

	
5.12


	
316(a)(1)(B)

	
5.13


	
316(a)(2)

	
N.A.


	
316(a)(last
  sentence)

	
1.013


	
316(b)

	
5.07; 5.08


	
316(c)

	
1.04


	
317(a)(1)

	
5.03


	
317(a)(2)

	
5.04


	
317(b)

	
10.03


	
318(a)

	
1.07








	
 


	




	
          1
  Note: This Cross Reference Table shall not, for any purpose, be deemed
  part of this Indenture.


	
 


	
          2
  Not Applicable.


	
 


	
          3
  Definition of “Outstanding.”





2






TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
 


	
ARTICLE I Definitions and Other Provisions of General Application

	
 

	
 


	
 

	
 

	
 


	
SECTION 1.01. Definitions

	
 

	
1


	
SECTION 1.02. Compliance
  Certificates and Opinions

	
 

	
29


	
SECTION 1.03. Form of Documents
  Delivered to Trustee

	
 

	
30


	
SECTION 1.04. Acts of Holders; Record
  Dates

	
 

	
30


	
SECTION 1.05. Notices to Trustee,
  the Company or a Guarantor

	
 

	
32


	
SECTION 1.06. Notice to Holders;
  Waiver

	
 

	
33


	
SECTION 1.07. Conflict with Trust
  Indenture Act

	
 

	
33


	
SECTION 1.08. Effect of Headings
  and Table of Contents

	
 

	
33


	
SECTION 1.09. Successors and
  Assigns

	
 

	
33


	
SECTION 1.10. Separability Clause

	
 

	
33


	
SECTION 1.11. Benefits of
  Indenture

	
 

	
33


	
SECTION 1.12. Governing Law

	
 

	
33


	
SECTION 1.13. Legal Holidays

	
 

	
34


	
 

	
 

	
 


	
ARTICLE II Security Forms

	
 

	
 


	
 

	
 

	
 


	
SECTION 2.01. Form and Dating

	
 

	
34


	
 

	
 

	
 


	
ARTICLE III The Securities

	
 

	
 


	
 

	
 

	
 


	
SECTION 3.01. Title and Terms

	
 

	
34


	
SECTION 3.02. Denominations

	
 

	
35


	
SECTION 3.03. Execution and
  Authentication

	
 

	
35


	
SECTION 3.04. Temporary Securities

	
 

	
36


	
SECTION 3.05. Registration,
  Registration of Transfer and Exchange

	
 

	
36


	
SECTION 3.06. Mutilated,
  Destroyed, Lost and Stolen Securities

	
 

	
37


	
SECTION 3.07. Payment of Interest;
  Rights Preserved

	
 

	
38


	
SECTION 3.08. Persons Deemed
  Owners

	
 

	
39


	
SECTION 3.09. Cancellation

	
 

	
39


	
SECTION 3.10. Computation of Interest

	
 

	
39


	
SECTION 3.11. CUSIP and CINS
  Numbers

	
 

	
40


	
SECTION 3.12. Deposits of Monies

	
 

	
40


	
SECTION 3.13. Issuance of
  Additional Securities

	
 

	
40


	
 

	
 

	
 


	
ARTICLE IV Satisfaction and Discharge

	
 

	
 


	
 

	
 

	
 


	
SECTION 4.01. Satisfaction and
  Discharge of Indenture

	
 

	
41


	
SECTION 4.02. Application of Trust
  Money

	
 

	
42





4






	
 

	
 

	
 


	
ARTICLE V Remedies

	
 

	
 


	
 

	
 

	
 


	
SECTION 5.01. Events of Default

	
 

	
42


	
SECTION 5.02. Acceleration of
  Maturity; Rescission and Annulment

	
 

	
44


	
SECTION 5.03. Collection of
  Indebtedness and Suits for Enforcement by Trustee

	
 

	
45


	
SECTION 5.04. Trustee May File
  Proofs of Claim

	
 

	
46


	
SECTION 5.05. Trustee May Enforce
  Claims Without Possession of Securities

	
 

	
47


	
SECTION 5.06. Application of Money
  Collected

	
 

	
47


	
SECTION 5.07. Limitation on Suits

	
 

	
47


	
SECTION 5.08. Unconditional Right
  of Holders to Receive Principal, Premium and Interest

	
 

	
48


	
SECTION 5.09. Restoration of
  Rights and Remedies

	
 

	
48


	
SECTION 5.10. Rights and Remedies
  Cumulative

	
 

	
48


	
SECTION 5.11. Delay or Omission
  Not Waiver

	
 

	
48


	
SECTION 5.12. Control by Holders

	
 

	
49


	
SECTION 5.13. Waiver of Past
  Defaults

	
 

	
49


	
SECTION 5.14. Undertaking for
  Costs

	
 

	
49


	
SECTION 5.15. Waiver of Stay or
  Extension Laws

	
 

	
50


	
 

	
 

	
 


	
ARTICLE VI The Trustee

	
 

	
 


	
 

	
 

	
 


	
SECTION 6.01. Certain Duties and
  Responsibilities

	
 

	
50


	
SECTION 6.02. Notice of Defaults

	
 

	
51


	
SECTION 6.03. Certain Rights of
  Trustee

	
 

	
51


	
SECTION 6.04. Not Responsible for
  Recitals or Issuance of Securities

	
 

	
53


	
SECTION 6.05. May Hold Securities

	
 

	
53


	
SECTION 6.06. Money Held in Trust

	
 

	
53


	
SECTION 6.07. Compensation and
  Reimbursement

	
 

	
53


	
SECTION 6.08. Conflicting
  Interests

	
 

	
54


	
SECTION 6.09. Corporate Trustee
  Required; Eligibility

	
 

	
54


	
SECTION 6.10. Resignation and Removal;
  Appointment of Successor

	
 

	
54


	
SECTION 6.11. Acceptance of
  Appointment by Successor

	
 

	
56


	
SECTION 6.12. Merger, Conversion,
  Consolidation or Succession to Business

	
 

	
56


	
SECTION 6.13. Preferential
  Collection of Claims Against the Company or a Guarantor

	
 

	
56


	
SECTION 6.14. Appointment of
  Authenticating Agent

	
 

	
57


	
 

	
 

	
 


	
ARTICLE VII Holders’ Lists and Reports by Trustee and Company

	
 

	
 


	
 

	
 

	
 


	
SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders

	
 

	
58


	
SECTION 7.02. Preservation of
  Information; Communications to Holders

	
 

	
58


	
SECTION 7.03. Reports by Trustee

	
 

	
59


	
SECTION 7.04. Reports by Company

	
 

	
59





5






	
 

	
 

	
 


	
ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease

	
 

	
 


	
 

	
 

	
 


	
SECTION 8.01. Company May
  Consolidate, Etc. Only on Certain Terms

	
 

	
59


	
SECTION 8.02. Successor
  Substituted

	
 

	
61


	
 

	
 

	
 


	
ARTICLE IX Amendments; Waivers; Supplemental Indentures

	
 

	
 


	
 

	
 

	
 


	
SECTION 9.01. Amendments, Waivers
  and Supplemental Indentures Without Consent of Holders

	
 

	
61


	
SECTION 9.02. Modifications,
  Amendments and Supplemental Indentures with Consent of Holders

	
 

	
62


	
SECTION 9.03. Execution of
  Supplemental Indentures

	
 

	
63


	
SECTION 9.04. Effect of
  Supplemental Indentures

	
 

	
63


	
SECTION 9.05. Conformity with
  Trust Indenture Act

	
 

	
63


	
SECTION 9.06. Reference in
  Securities to Supplemental Indentures

	
 

	
63


	
SECTION 9.07. Waiver of Certain
  Covenants

	
 

	
64


	
SECTION 9.08. No Liability for
  Certain Persons

	
 

	
64


	
 

	
 

	
 


	
ARTICLE X Covenants

	
 

	
 


	
 

	
 

	
 


	
SECTION 10.01. Payment of
  Principal, Premium and Interest

	
 

	
64


	
SECTION 10.02. Maintenance of
  Office or Agency

	
 

	
64


	
SECTION 10.03. Money for Security
  Payments to be Held in Trust

	
 

	
65


	
SECTION 10.04. Existence;
  Activities

	
 

	
66


	
SECTION 10.05. Maintenance of
  Properties

	
 

	
66


	
SECTION 10.06. Payment of Taxes
  and Other Claims

	
 

	
67


	
SECTION 10.07. Maintenance of
  Insurance

	
 

	
67


	
SECTION 10.08. Limitation on
  Indebtedness

	
 

	
67


	
SECTION 10.09. Limitation on
  Restricted Payments.

	
 

	
68


	
SECTION 10.10. Limitation on
  Preferred Stock of Restricted Subsidiaries

	
 

	
71


	
SECTION 10.11. Limitation on
  Transactions with Affiliates

	
 

	
72


	
SECTION 10.12. Limitation on Liens

	
 

	
73


	
SECTION 10.13. Change of Control

	
 

	
73


	
SECTION 10.14. Disposition of
  Proceeds of Asset Sales

	
 

	
74


	
SECTION 10.15. Limitation on
  Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries

	
 

	
76


	
SECTION 10.16. Limitation on
  Sale/Leaseback Transactions

	
 

	
77


	
SECTION 10.17. Subsidiary
  Guaranties

	
 

	
77


	
SECTION 10.18. Limitations on
  Designation of Unrestricted Subsidiaries

	
 

	
78


	
SECTION 10.19. Provision of
  Financial Information

	
 

	
79


	
SECTION 10.20. Statement by
  Officers as to Default; Compliance Certificates

	
 

	
79


	
SECTION 10.21. Designation of
  “Designated Senior Indebtedness”

	
 

	
80





6






	
 

	
 

	
 


	
ARTICLE XI Redemption of Securities

	
 

	
 


	
 

	
 

	
 


	
SECTION 11.01. Right of Redemption

	
 

	
80


	
SECTION 11.02. Applicability of
  Article

	
 

	
80


	
SECTION 11.03. Election to Redeem;
  Notice to Trustee

	
 

	
80


	
SECTION 11.04. Selection by
  Trustee of Securities to Be Redeemed

	
 

	
80


	
SECTION 11.05. Notice of
  Redemption

	
 

	
81


	
SECTION 11.06. Deposit of
  Redemption Price

	
 

	
81


	
SECTION 11.07. Securities Payable
  on Redemption Date

	
 

	
81


	
SECTION 11.08. Securities Redeemed
  in Part

	
 

	
82


	
SECTION 11.09. Applicable High
  Yield Discount Obligations

	
 

	
82


	
 

	
 

	
 


	
ARTICLE XII Defeasance and Covenant Defeasance

	
 

	
 


	
 

	
 

	
 


	
SECTION 12.01. Company’s Option to
  Effect Defeasance or Covenant Defeasance

	
 

	
82


	
SECTION 12.02. Defeasance and
  Discharge

	
 

	
83


	
SECTION 12.03. Covenant Defeasance

	
 

	
83


	
SECTION 12.04. Conditions to
  Defeasance or Covenant Defeasance

	
 

	
84


	
SECTION 12.05. Deposited Money and
  U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions

	
 

	
85


	
SECTION 12.06. Reinstatement

	
 

	
86


	
 

	
 

	
 


	
ARTICLE XIII Guarantee

	
 

	
 


	
 

	
 

	
 


	
SECTION 13.01. Guarantee

	
 

	
86


	
SECTION 13.02. Limitation on
  Liability

	
 

	
88


	
SECTION 13.03. Execution and
  Delivery of Guarantees

	
 

	
89


	
SECTION 13.04. Guarantors May
  Consolidate, Etc., on Certain Terms

	
 

	
89


	
SECTION 13.05. Release of
  Guarantors

	
 

	
89


	
SECTION 13.06. Successors and
  Assigns

	
 

	
90


	
SECTION 13.07. No Waiver, etc

	
 

	
90


	
SECTION 13.08. Modification, etc

	
 

	
90








	
 

	
 


	
Appendix

	
Provisions Relating to Initial Securities, Additional Securities and
  Exchange Securities


	
Exhibit A-1

	
Form of Series A Security


	
Exhibit A-2

	
Form of Series B Security


	
Exhibit B

	
Form of Notation on Security Relating to Guarantee


	
Exhibit C

	
Form of Transferee Letter of Representations





7





          INDENTURE,
dated as of June 10, 2008, among UNITED RENTALS, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the “Company”) and THE BANK OF
NEW YORK, a New York banking corporation, as trustee (herein called the “Trustee”). 


RECITALS OF THE COMPANY


                    The
Company has duly authorized the creation of an issue of 14% Senior Notes due
2014 of substantially the tenor and amount hereinafter set forth, and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture. 


                    All
things necessary to make the Securities, when executed by the Company,
authenticated and delivered hereunder and duly issued by the Company, the
valid, legal and binding obligation of the Company, and to make this Indenture
a valid, legal and binding agreement of the Company, in accordance with its
terms, have been done. 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


                    For
and in consideration of the premises and the purchase of the Securities by the
Holders (as defined herein) thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Initial Securities
and the Exchange Securities, as follows: 


ARTICLE I


Definitions and Other Provisions 

of General Application


                    SECTION 1.01. Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires: 


          (1)
the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular; 


          (2)
all other terms used herein which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them
therein; 


          (3)
all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP (whether or not such is indicated herein); 


          
(4) unless the context otherwise requires, any reference to an “Article” or a
“Section” refers to an Article or Section, as the case may be, of this
Indenture; 






          (5)
the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision; 


          (6)
each reference herein to a rule or form of the Commission shall mean such rule
or form and any rule or form successor thereto, in each case as amended from
time to time; 


          (7)
“or” is not exclusive; 


          (8)
“including” means including without limitation; 


          (9)
unsecured Indebtedness shall not be deemed to be subordinate or junior to
secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 


          (10)
the principal amount of any non-interest bearing or other discount security at
any date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with GAAP; 


          (11)
all references to any amount of interest or any other amount payable on or with
respect to any of the Securities shall be deemed to include payment of any
Additional Interest pursuant to the Registration Rights Agreement; 


          (12)
the principal amount of any Preferred Stock shall be (i) the maximum
liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock,
whichever is greater; and 


          (13)
all references to the date the Securities were originally issued shall refer to
the Issue Date, except as otherwise specified. 


                    Whenever
this Indenture requires that a particular ratio or amount be calculated with
respect to a specified period after giving effect to certain transactions or
events on a pro forma basis, such calculation shall be made as if the
transactions or events occurred on the first day of such period, unless
otherwise specified. 


                    “17/8% Convertible Notes” means the $143.75
million aggregate principal amount of 17/8%
Convertible Senior Subordinated Notes due October 15, 2023 issued by United
Rentals (NA) under an indenture, dated as of October 31, 2003, among United
Rentals (NA), as issuer, the Company, as guarantor, and The Bank of New York,
as trustee. 


                    “61⁄2%
Notes” means the $1,000,000,000
aggregate principal amount of 61⁄2%
Senior Notes due 2012 issued by United Rentals (NA) under an indenture, dated
as of February 17, 2004, among United Rentals (NA), as issuer, the Company and
certain of United Rentals (NA)’s United States subsidiaries, as guarantors, and
The Bank of New York, as Trustee. 


2






                    “7%
Notes” means the $375 million aggregate
principal amount of 7% Senior Subordinated Notes due 2014 issued by United Rentals
(NA) under an indenture, dated as of January 28, 2004, among United Rentals
(NA), as issuer, the Company and certain of United Rentals (NA)’s United States
subsidiaries, as guarantors, and The Bank of New York, as Trustee. 


                    “73⁄4%
Notes” means the $525 million
aggregate principal amount of 73⁄4% Senior Subordinated Notes due 2013 issued by
United Rentals (NA) under an Indenture, dated as of November 12, 2003, among
United Rentals (NA), as issuer, the Company and certain of United Rentals
(NA)’s United States subsidiaries, as guarantors, and The Bank of New York, as
trustee. 


                    “Acquired
Indebtedness” means Indebtedness
of a Person (a) assumed in connection with an Asset Acquisition from such
Person or (b) existing at the time such Person becomes a Subsidiary of any
other Person and not incurred in connection with, or in contemplation of, such
Asset Acquisition or such Person becoming a Subsidiary. 


                    “Act,”
when used with respect to any
Holder, has the meaning specified in Section 1.04. 


                    “Additional
Interest” has the meaning
specified in Section 6 of the Registration Rights Agreement. 


                    “Additional
Securities” means, subject to
the Company’s compliance with Section 10.08, 14% Senior Notes due 2014 issued
from time to time after the Issue Date under the terms of this Indenture (other
than pursuant to Section 3.04, 3.05, 3.06 or 11.08 of this Indenture and other
than Exchange Securities issued pursuant to an exchange offer for other
Securities outstanding under this Indenture). 


                    “Affiliate”
means, with respect to any
specified Person, (i) any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person, (ii) any other Person that owns, directly or indirectly, 10% or more of
such specified Person’s Capital Stock, (iii) any officer or director of (A) any
such specified Person, (B) any Subsidiary of such specified Person or (C) any
Person described in clauses (i) or (ii) above. 


                    “Asset
Acquisition” means (a) an Investment
by the Company or any Restricted Subsidiary in any other Person pursuant to
which such Person shall become a Restricted Subsidiary or any Restricted
Subsidiary, or shall be merged with or into the Company or any Restricted
Subsidiary, or (b) the acquisition by the Company or any Restricted Subsidiary
of the assets of any Person which constitute all or substantially all of the
assets of such Person, any division or line of business of such Person or any
other properties or assets of such Person other than in the ordinary course of
business. 


3






                    “Asset
Sale” means any sale, issuance,
conveyance, transfer, lease or other disposition by the Company or any
Restricted Subsidiary to any Person other than the Company or a Restricted
Subsidiary, of (a) any Capital Stock of any Restricted Subsidiary of the
Company; (b) all or substantially all of the properties and assets of any division
or line of business of the Company or any Restricted Subsidiary; or (c) any
other properties or assets of the Company or any Restricted Subsidiary of the
Company, other than in the case of clause (a), (b) or (c) above, (i) sales,
conveyances, transfers, leases or other dispositions of obsolete, damaged or
used equipment or other equipment or inventory in the ordinary course of
business (including, but not limited to, like-kind exchange programs), (ii)
sales, conveyances, transfers, leases or other dispositions of assets in one or
a series of related transactions for an aggregate consideration of less than
$2,000,000 and (iii) for purposes of Section 10.14 only, (x) a disposition that
constitutes a Restricted Payment permitted by Section 10.09 or a Permitted
Investment, (y) a disposition of all or substantially all the assets of the
Company in accordance with the provisions of Article VIII and (z) any sale,
issuance, conveyance, transfer, lease or other disposition of properties or
assets in connection with a Securitization Transaction. 


                    “Asset
Sale Offer” has the meaning
specified in Section 10.14. 


                    “Asset
Sale Offer Price” has the meaning
specified in Section 10.14. 


                    “Attributable
Debt” in respect of a
Sale/Leaseback Transaction means, as at the time of determination, the present
value (discounted at the interest rate borne by the Securities, compounded
annually) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in such Sale/Leaseback Transaction
(including any period for which such lease has been extended); provided, however, that if such
Sale/Leaseback Transaction results in a Capitalized Lease Obligation, the
amount of Indebtedness represented thereby will be determined in accordance
with the definition of “Capitalized Lease Obligation.” 


                    “Authenticating
Agent” means any Person
authorized by the Trustee pursuant to Section 6.14 hereof to act on behalf of
the Trustee to authenticate Securities. 


                    “Average
Life to Stated Maturity” means,
with respect to any Indebtedness, as at any date of determination, the quotient
obtained by dividing (i) the sum of the products of (a) the number of years
from such date to the date or dates of each successive scheduled principal
payment (including, without limitation, any sinking fund requirements) of such
Indebtedness and (b) the amount of each such principal payment by (ii) the sum
of all such principal payments. 


                    “Board
of Directors” means the board of
directors of a company or its equivalent, including managers of a limited
liability company, general partners of a partnership or trustees of a business
trust, or any duly authorized committee thereof. 


                    “Board
Resolution” means a copy of a
resolution certified by the Secretary or an Assistant Secretary of a company to
have been duly adopted by the Board of Directors of such company and to be in
full force and effect on the date of such certification, and delivered to the
Trustee. 


                    “Business
Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in the Borough of Manhattan, The City of New York, are authorized or obligated
by law or executive order to close. 


4






                    “Capital
Stock” means, with respect to any
Person, any and all shares, interests, participations, rights in or other
equivalents (however designated) of such Person’s capital stock or equity
participations, and any rights (other than debt securities convertible into
capital stock), warrants or options exchangeable for or convertible into such
capital stock and, including, without limitation, with respect to partnerships,
limited liability companies or business trusts, ownership interests (whether
general or limited) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnerships, limited liability companies or
business trusts. 


                    “Capitalized
Lease Obligation” means any
obligation under a lease of (or other agreement conveying the right to use) any
property (whether real, personal or mixed) that is required to be classified
and accounted for as a capital lease obligation under GAAP, and, for the
purpose of this Indenture, the amount of such obligation at any date shall be
the capitalized amount thereof at such date, determined in accordance with
GAAP. 


                    “Cash
Equivalents” means, at any time, (a)
any evidence of Indebtedness, maturing not more than one year after such time,
issued or guaranteed by the United States Government or any agency thereof, (b)
commercial paper, maturing not more than one year from the date of issue, or
corporate demand notes, in each case rated at least A-1 by S&P or P-1 by
Moody’s, (c) any certificate of deposit (or time deposits represented by such
certificates of deposit) or bankers’ acceptance, maturing not more than one
year after such time, or overnight Federal Funds transactions that are issued
or sold by a commercial banking institution that is a member of the Federal
Reserve System and has a combined capital and surplus and undivided profits of
not less than $500 million, (d) any repurchase agreement entered into with any
commercial banking institution of the stature referred to in clause (c) which
(i) is secured by a fully perfected security interest in any obligation of the
type described in any of clauses (a) through (c) and (ii) has a market value at
the time such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such commercial banking institution thereunder, and
(e) investments in short term asset management accounts managed by any bank
party to the Credit Agreement which are invested in indebtedness of any state
or municipality of the United States or of the District of Columbia and which
are rated under one of the two highest ratings then obtainable from S&P or by
Moody’s or investments of the types described in clauses (a) through (d) above,
and (f) investments in funds investing primarily in investments of the types
described in clauses (a) through (e) above. 


5






                    “Change
of Control” means the occurrence of
any of the following events: (a) any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have “beneficial ownership” of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the Company; (b) the
Company consolidates with, or merges with or into, another Person or the
Company or United Rentals (NA) sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of its properties and assets as
an entirety to any Person, or any Person consolidates with, or merges with or
into, the Company, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Company is converted into or exchanged for
cash, securities or other property, other than any such transaction where (i)
the outstanding Voting Stock of the Company is converted into or exchanged for
Voting Stock (other than Redeemable Capital Stock) of the surviving or
transferee corporation and (ii) immediately after such transaction no “person”
or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange
Act) is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have “beneficial ownership”
of all securities that such person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the surviving or
transferee corporation; (c) during any consecutive two-year period, individuals
who at the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board of
Directors or whose nomination for election by the stockholders of the Company
was approved by a vote of the majority of the directors then still in office
who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Company then in office;
or (d) the Company is liquidated or dissolved or adopts a plan of liquidation. 


                    “Change
of Control Date” has the meaning
specified in Section 10.13. 


                    “Change
of Control Offer” has the meaning
specified in Section 10.13. 


                    “Change
of Control Purchase Date” has the
meaning specified in Section 10.13. 


                    “Change
of Control Purchase Price” has the
meaning specified in Section 10.13. 


                    “Code”
means the Internal Revenue Code of
1986, as amended from time to time, and the rules and regulations thereunder. 


                    “Commission”
means the Securities and
Exchange Commission, as from time to time constituted, created under the
Exchange Act, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time. 


                    “Common
Stock” means the common stock, par
value $0.01 per share, of the Company. 


                    “Company”
means the Person named as the
“Company” in the first paragraph of this instrument until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture
and thereafter “Company” shall mean such successor Person. 


6






                    “Company
Order” or “Company Request” means a written order or
request signed in the name of the Company by its Chairman of the Board, its
Chief Executive Officer, its Chief Financial Officer, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee or Paying Agent, as
applicable. 


                    “Consolidated
Cash Flow Available for Fixed Charges”
means, with respect to any Person for any period, (i) the sum of, without
duplication, the amounts for such period, taken as a single accounting period,
of (a) Consolidated Net Income, (b) Consolidated Non-cash Charges, (c)
Consolidated Interest Expense, (d) Consolidated Income Tax Expense (other than
income tax expense (either positive or negative) attributable to extraordinary
gains or losses), (e) one-third of Consolidated Rental Payments, and (f) if any
Asset Sale or Asset Acquisition shall have occurred since the first day of any
four quarter period for which “Consolidated Cash Flow Available for Fixed
Charges” is being calculated (including to the date of calculation) (A) the
cost of any compensation, remuneration or other benefit paid or provided to any
employee, consultant, Affiliate or equity owner of the entity involved in any
such Asset Acquisition to the extent such costs are eliminated or reduced (or
public announcement has been made of the intent to eliminate or reduce such
costs) prior to the date of such calculation and not replaced and (B) the
amount of any reduction in general, administrative or overhead costs of the
entity involved in any such Asset Acquisition or Asset Sale, to the extent such
amounts under clauses (A) and (B) would be permitted to be eliminated in a pro
forma income statement prepared in accordance with Rule 11-02 of Regulation S-X
or correspond to reductions in costs that have been realized during such period
and are supportable and quantifiable by the underlying accounting records of
the applicable business, less: (ii)(x) non-cash items increasing Consolidated
Net Income and (y) all cash payments during such period relating to non-cash
charges that were added back in determining Consolidated Cash Flow Available
for Fixed Charges in the most recent Four Quarter Period (as defined in the
definition of “Consolidated Fixed Charge Coverage Ratio”). 


                    “Consolidated
Fixed Charge Coverage Ratio”
means, with respect to any Person, the ratio of the aggregate amount of
Consolidated Cash Flow Available for Fixed Charges of such Person for the four
full fiscal quarters, treated as one period, for which financial information in
respect thereof is available immediately preceding the date of the transaction
(the “Transaction Date”) giving
rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio
(such four full fiscal quarter period being referred to herein as the “Four Quarter Period”) to the aggregate
amount of Consolidated Fixed Charges of such Person for the Four Quarter
Period. In calculating “Consolidated Fixed Charges” for purposes of determining
the denominator (but not the numerator) of this “Consolidated Fixed Charge
Coverage Ratio,” (i) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on such Indebtedness in effect on the Transaction
Date; and (ii) if interest on any Indebtedness actually incurred on the
Transaction Date may optionally be determined at an interest rate based upon a
factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rates, then the interest rate in effect on the Transaction Date will be
deemed to have been in effect during the Four Quarter Period. If such Person or
any of its Restricted Subsidiaries directly or indirectly guarantees
Indebtedness of a third Person, this definition shall give effect to the
incurrence of such guaranteed Indebtedness as if such Person or such Subsidiary
had directly incurred or otherwise assumed such guaranteed Indebtedness. 


7






                    “Consolidated
Fixed Charges” means, with
respect to any Person for any period, the sum of, without duplication, the
amounts for such period of (i) Consolidated Interest Expense, (ii) the
aggregate amount of dividends and other distributions paid or accrued during
such period in respect of Redeemable Capital Stock of such Person and its
Restricted Subsidiaries on a consolidated basis and (iii) one-third of
Consolidated Rental Payments. 


                    “Consolidated
Income Tax Expense” means,
with respect to any Person for any period, the provision for federal, state,
local and foreign income taxes of such Person and its Restricted Subsidiaries
for such period as determined on a consolidated basis in accordance with GAAP. 


                    “Consolidated
Interest Expense” means, with
respect to any Person for any period, without duplication, the sum of (i) the
interest expense of such Person and its Restricted Subsidiaries for such period
as determined on a consolidated basis in accordance with GAAP, including,
without limitation, (a) any amortization of debt discount, (b) the net cost
under Interest Rate Protection Obligations (including any amortization of
discounts), (c) the interest portion of any deferred payment obligation, (d)
all commissions, discounts and other fees and charges owed with respect to
letters of credit, bankers’ acceptance financing or similar facilities and (e)
all accrued interest and (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP. 


                    “Consolidated
Net Income” means, with
respect to any Person, for any period, the consolidated net income (or loss) of
such Person and its Restricted Subsidiaries for such period as determined in
accordance with GAAP, adjusted, to the extent included in calculating such net
income, by excluding, without duplication, (i) all extraordinary gains or
losses (net of fees and expenses relating to the transaction giving rise
thereto), (ii) the portion of net income of such Person and its Restricted
Subsidiaries allocable to minority interests in unconsolidated Persons or to Investments
in Unrestricted Subsidiaries to the extent that cash dividends or distributions
have not actually been received by such Person or one of its Restricted
Subsidiaries, (iii) net income (or loss) of any Person combined with such
Person or one of its Restricted Subsidiaries on a “pooling of interests” basis
attributable to any period prior to the date of combination, (iv) gains or
losses in respect of any Asset Sales by such Person or one of its Restricted
Subsidiaries (net of fees and expenses relating to the transaction giving rise
thereto), on an after-tax basis, (v) the net income of any Restricted
Subsidiary of such Person to the extent that the declaration of dividends or
similar distributions by that Restricted Subsidiary of that income is not at
the time permitted, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulations applicable to that Restricted Subsidiary or its
stockholders (other than with respect to such restrictions applicable to United
Rentals (NA) and permitted by Section 10.15) and (vi) any gain or loss realized
as a result of the cumulative effect of a change in accounting principles. 


8






                    “Consolidated
Non-cash Charges” means, with
respect to any Person for any period, the aggregate depreciation, amortization
(including amortization of goodwill and other intangibles) and other non-cash
expenses of such Person and its Restricted Subsidiaries reducing Consolidated
Net Income of such Person and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP (excluding any such
charges constituting an extraordinary item or loss). 


                    “Consolidated
Rental Payments” of any
Person means, for any period, the aggregate rental obligations of such Person
and its Restricted Subsidiaries (not including taxes, insurance, maintenance
and similar expenses that the lessee is obligated to pay under the terms of the
relevant leases), determined on a consolidated basis in accordance with GAAP,
payable in respect of such period (net of income from subleases thereof not
including taxes, insurance, maintenance and similar expenses that the sublessee
is obligated to pay under the terms of such sublease), whether or not such
obligations are reflected as liabilities or commitments on a consolidated
balance sheet of such Person and its Restricted Subsidiaries or in the notes
thereto, excluding, however, in any event, (i) that portion of Consolidated
Interest Expense of such Person representing payments by such Person or any of
its Restricted Subsidiaries in respect of Capitalized Lease Obligations (net of
payments to such Person or any of its Restricted Subsidiaries under subleases qualifying
as capitalized lease subleases to the extent that such payments would be
deducted in determining Consolidated Interest Expense) and (ii) the aggregate
amount of amortization of obligations of such Person and its Restricted
Subsidiaries in respect of such Capitalized Lease Obligations for such period
(net of payments to such Person or any of its Restricted Subsidiaries and
subleases qualifying as capitalized lease subleases to the extent that such
payments could be deducted in determining such amortization amount). 


                    “control”
when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing. 


                    “Corporate
Trust Office” means the office
of the Trustee at which at any particular time its principal corporate trust
business shall be administered, which address as of the date of this Indenture
is located at 101 Barclay Street, Floor 8 West, New York, New York 10286,
Attention: Corporate Trust Administration or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or
the principal corporate trust office of any successor Trustee (or such other
address as a successor Trustee may designate from time to time by notice to the
Holders and the Company). 


                    “corporation”
means (except in the
definition of “Subsidiary”) a corporation, association, company, joint stock
company or business trust. 


9






                    “Covenant
Defeasance” has the meaning
specified in Section 12.03. 


                    “Credit
Agreement” means (i) the senior
secured borrowing base revolving credit facility entered into in connection
with the Transactions and dated on or about the date of this Indenture,
between, among others, the Company and Banc Of America Securities LLC, UBS
Securities LLC and UBS Loan Finance LLC and (ii) the Amended and Restated
Credit Agreement dated as of February 13, 2004 by and among the Company, United
Rentals (NA), certain Canadian subsidiaries of the Company, the lenders
referred to therein, JPMorgan Chase Bank, as U.S. Administrative Agent,
JPMorgan Chase, Toronto branch, as Canadian Administrative Agent, and Bank of
America, N.A., as Collateral Agent, together with the related documents thereto
(including the term loans and revolving loans thereunder, any guarantees and
any security documents), as amended, extended, renewed, restated, supplemented
or otherwise modified (in whole or in part, and without limitation as to
amount, terms, conditions, covenants and other provisions) from time to time,
and any agreement (and related documents) governing Indebtedness incurred to
refinance or replace, in whole or in part, the borrowings and commitments at
any time outstanding or permitted to be outstanding under such Credit Agreement
or a successor Credit Agreement, whether by the same or any other lender or
group of lenders and whether to the same borrower or different borrowers. 


                    “Default”
means any event that is, or after
notice or passage of time, or both, would be, an Event of Default. 


                    “Defaulted
Interest” has the meaning
specified in Section 3.07.

                    “Defeasance”
has the meaning specified in Section 12.02. “Definitive
Security” has the meaning specified in the Appendix. 

                    “Depositary” means The Depository Trust
Company, or its successor. 

                    “Designation” has
the meaning specified in Section 10.18. 

                    “Designation
Amount” has the meaning specified in Section 10.18. 


                    “Disinterested
Member of the Board of Directors of the
Company” means, with respect to any transaction or series of
transactions, a member of the Board of Directors of the Company other than a
member who has any material direct or indirect financial interest in or with
respect to such transaction or series of transactions or who is an Affiliate,
officer, director or an employee of any Person (other than the Company) who has
any direct or indirect financial interest in or with respect to such
transaction or series of transactions. 


                    “Domestic
Subsidiary” means any Restricted
Subsidiary that is created or organized under the laws of the United States or
any State, district or territory thereof. 


10






                    “Equipment
Securitization Transaction”
means any sale, assignment, pledge or other transfer (a) by the Company or any
Subsidiary of the Company of rental fleet equipment, (b) by any ES Special
Purpose Vehicle of leases or rental agreements between the Company and/or any
Subsidiary of the Company, as lessee, on the one hand, and such ES Special
Purpose Vehicle, as lessor, on the other hand, relating to such rental fleet
equipment and lease receivables arising under such leases and rental agreements
and (c) by the Company or any Subsidiary of the Company of any interest in any
of the foregoing, together in each case with (i) any and all proceeds thereof
(including all collections relating thereto, all payments and other rights
under insurance policies or warranties relating thereto, all disposition
proceeds received upon a sale thereof, and all rights under manufacturers’
repurchase programs or guaranteed depreciation programs relating thereto), (ii)
any collection or deposit account relating thereto and (iii) any collateral,
guarantees, credit enhancement or other property or claims supporting or
securing payment on, or otherwise relating to, any such leases, rental
agreements or lease receivables. 


                    “ES
Special Purpose Vehicle” means a trust,
bankruptcy remote entity or other special purpose entity which is a Subsidiary
of the Company (or, if not a Subsidiary of the Company, the common equity of
which is wholly owned, directly or indirectly, by the Company) and which is
formed for the purpose of, and engages in no material business other than,
acting as a lessor, issuer or depositor in an Equipment Securitization Transaction
(and, in connection therewith, owning the rental fleet equipment, leases,
rental agreements, lease receivables, rights to payment and other interests,
rights and assets described in the definition of Equipment Securitization
Transaction, and pledging or transferring any of the foregoing or interests
therein). 


                    “Event
of Default” has the meaning
specified in Section 5.01. 


                    “Excess
Proceeds” has the meaning specified
in Section 10.14. 


                    “Exchange
Act” means the Securities
Exchange Act of 1934, as amended. 


                    “Exchange
Securities” has the meaning
specified in the form of the Security in Exhibit A-1. 


                    “Excluded
Contribution” means the net cash
proceeds received by or contributed to the Company after the Issue Date from
(a) contributions to its common equity capital, and (b) the sale (other than to
the Company or a Subsidiary of the Company or to any management equity plan or
stock option plan or any other management or employee benefit plan or agreement
of the Company or a Subsidiary of the Company) of Capital Stock (other than
Redeemable Capital Stock and Preferred Stock) of the Company, in each case
designated as “Excluded Contributions” pursuant to a certificate executed by
the principal financial officer of the Company on the date such capital
contributions are made or the date such Capital Stock is sold, as the case may
be, which are excluded from the calculation set forth in clause (C) of the
first paragraph under Section 10.09. 


                    
“Expiration Date” shall have the
meaning set forth in the definition of “Offer to Purchase.” 


11






                    “Fair
Market Value” means, with respect to
any asset, the price which could be negotiated in an arm’s-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of
which is under pressure or compulsion to complete the transaction. Fair Market
Value shall be determined by the Board of Directors of the Company in good
faith. 


                    “Federal
Bankruptcy Code” means Title 11,
U.S. Code. 


                    “Foreign
Subsidiary” means any Restricted
Subsidiary not created or organized under the laws of the United States or any
State, district or territory thereof and that conducts substantially all its
operations outside of the United States. 


                    “GAAP”
means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States of America, which are
applicable at the Issue Date. 


                    “Global
Security” has the meaning specified
in the Appendix. 


                    “guarantee”
means, as applied to any
obligation, (i) a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner, of any part or all of such obligation and (ii) an
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of nonperformance) of all or any part of such obligation,
including, without limiting the foregoing, the payment of amounts available to
be drawn down under letters of credit of another Person. The term “guarantee”
used as a verb has a corresponding meaning. The term “guarantor” shall mean any
Person providing a guarantee of any obligation. 


                    “Guarantee”
means each guarantee of the
Securities contained in Article XIII given by each Guarantor. 


                    “Guarantor”
means each Domestic Subsidiary
that executes a Guarantee Agreement in accordance with Section 10.17 of this
Indenture, if any, and, in each case, their respective successors and assigns. 


                    “Guaranty
Agreement” means a supplemental
indenture, in a form satisfactory to the Trustee, pursuant to which a Guarantor
guarantees the Company’s obligations with respect to the Securities on the
terms provided for in this Indenture. 


                    “Guaranty
Obligations” has the meaning
specified in Section 13.01. 


                    “Holder”
means a Person in whose name a
Security is registered in the Security Register. 


12






                    “Indebtedness”
means, with respect to any
Person, without duplication, (a) all liabilities of such Person for borrowed
money or for the deferred purchase price of property or services, excluding any
trade payables and other accrued current liabilities incurred in the ordinary
course of business, but including, without limitation, all obligations,
contingent or otherwise, of such Person in connection with any letters of
credit, banker’s acceptance or other similar credit transaction, (b) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (c) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), but excluding trade accounts payable arising in the
ordinary course of business, (d) all Capitalized Lease Obligations of such
Person and all Attributable Debt in respect of Sale/Leaseback Transactions
entered into by such Person, (e) all Indebtedness referred to in the preceding
clauses of other Persons and all dividends of other Persons, the payment of
which is secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien upon
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness (the amount of such obligation being deemed to be
the lesser of the value of such property or asset or the amount of the
obligation so secured), (f) all guarantees of Indebtedness referred to in this
definition by such Person, (g) all Redeemable Capital Stock of such Person
valued at the greater of its voluntary or involuntary maximum fixed repurchase
price plus accrued dividends, (h) all obligations under or in respect of
Interest Rate Protection Obligations of such Person, and (i) any amendment,
supplement, modification, deferral, renewal, extension, refinancing or
refunding of any liability of the types referred to in clauses (a) through (h)
above; provided, however, that Indebtedness shall not
include (i) any holdback or escrow of the purchase price of property, services,
businesses or assets or (ii) any contingent payment obligations incurred in
connection with the acquisition of assets or business, which are contingent on
the performance of the assets or businesses so acquired. For purposes hereof,
the “maximum fixed repurchase price” of any Redeemable Capital Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were
purchased on any date on which Indebtedness shall be required to be determined
pursuant hereto, and if such price is based upon, or measured by, the fair
market value of such Redeemable Capital Stock, such fair market value shall be
approved in good faith by the Board of Directors of the issuer of such
Redeemable Capital Stock. In the case of Indebtedness of other Persons, the
payment of which is secured by a Lien on property owned by a Person as referred
to in clause (e) above, the amount of the Indebtedness of such Person
attributable to such Lien at any date shall be the lesser of the Fair Market
Value at such date of any asset subject to such Lien and the amount of the
Indebtedness secured. 


                    “Indenture”
means this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. 


13






                    “Initial
Securities” means (i) the 14%
Senior Notes due 2014, Series A, of the Company issued under this Indenture and
(ii) Additional Securities, if any, issued under this Indenture in a
transaction exempt from the registration requirements of the Securities Act. 


                    “Interest
Payment Date” means the Stated
Maturity of an installment of interest on the Securities. 


                    “Initial
Lien” has the meaning specified in
Section 10.12. 


                    “Interest
Rate Protection Agreement” means,
with respect to any Person, any arrangement with any other Person whereby,
directly or indirectly, such Person is entitled to receive from time to time
periodic payments calculated by applying either a floating or a fixed rate of
interest on a stated notional amount in exchange for periodic payments made by
such Person calculated by applying a fixed or a floating rate of interest on
the same notional amount and shall include, without limitation, interest rate
swaps, caps, floors, collars and similar agreements. 


                    “Interest
Rate Protection Obligations”
means the obligations of any Person pursuant to any Interest Rate Protection
Agreements. 


                    “Investment”
means, with respect to any
Person, any direct or indirect loan or other extension of credit (including,
without limitation, a guarantee) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition by
such Person of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, any other Person.


                    “Issue
Date” means June 10, 2008. 


                    “Lien”
means any mortgage, charge, pledge,
lien (statutory or other), security interest, hypothecation, assignment for
security, claim, or preference or priority or other encumbrance upon or with
respect to any property of any kind. A Person shall be deemed to own subject to
a Lien any property which such Person has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement. 


                    “Maturity
Date” means June 15, 2014. 


                    “Moody’s”
means Moody’s Investors Service,
Inc. and its successors. 


14






                    “Net
Cash Proceeds” means, with respect to
any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents
including payments in respect of deferred payment obligations when received in
the form of cash or Cash Equivalents (except to the extent that such
obligations are financed or sold with recourse to the Company or any Restricted
Subsidiary of the Company) net of (i) brokerage commissions and other fees and
expenses (including, without limitation, fees and expenses of legal counsel and
investment bankers, recording fees, transfer fees and appraisers’ fees) related
to such Asset Sale, (ii) provisions for all taxes payable as a result of such
Asset Sale, (iii) amounts required to be paid to any Person (other than the
Company or any Restricted Subsidiary of the Company) owning a beneficial
interest in the assets subject to the Asset Sale, (iv) payments made to retire
Indebtedness where payment of such Indebtedness is secured by the assets or
properties the subject of such Asset Sale, and (v) appropriate amounts to be
provided by the Company or any Restricted Subsidiary of the Company, as the
case may be, as a reserve required in accordance with GAAP against any
liabilities associated with such Asset Sale and retained by the Company or any
Restricted Subsidiary of the Company, as the case may be, after such Asset
Sale, including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officer’s Certificate delivered to the Trustee. 


                    “Non-U.S.
Person” means a Person that is
not a U.S. Person as such term is defined in Regulation S. 


                    “Notice
of Default” means a written notice
of the kind specified in Section 5.02. 


                    “Obligations”
means any principal, interest
(including any interest accruing subsequent to the filing of a petition in bankruptcy,
reorganization or similar proceeding at the rate provided for in the
documentation with respect thereto, whether or not such interest is an allowed
claim under applicable state, federal or foreign law), penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with
respect to letters of credit and bankers’ acceptances), damages and other
liabilities, and guarantees of payment of such principal, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities, payable
under the documentation governing any Indebtedness. 


                    “Offer”
means a Change of Control Offer or
an Asset Sale Offer. 


                    “Offer
to Purchase” means an Offer sent by
or on behalf of the Company by first-class mail, postage prepaid, to each
Holder of Securities at its address appearing in the register for the
Securities on the date of the Offer offering to purchase up to the principal
amount of Securities specified in such Offer at the purchase price specified in
such Offer (as determined pursuant to this Indenture). Unless otherwise
provided in Section 10.13 or 10.14 or otherwise required by applicable law, the
Offer shall specify an expiration date (the “Expiration
Date”) of the Offer to Purchase, which shall be not less than 20
Business Days nor more than 60 days after the date of such Offer (or such later
date as may be necessary for the Company to comply with the Exchange Act), and
a settlement date (the “Purchase Date”)
for purchase of Securities to occur no later than five Business Days after the
Expiration Date. The Company shall notify the Trustee in writing at least 15
Business Days (or such shorter period as is acceptable to the Trustee) prior to
the mailing of the Offer of the Company’s obligation to make an Offer to
Purchase, and the Offer shall be prepared and mailed by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the
Company. The Offer shall contain all the information required by applicable law
to be included therein. The Offer shall contain all instructions and materials
necessary to enable such Holders to tender Securities pursuant to the Offer to
Purchase. The Offer shall also state: 


          (1)
the Section of this Indenture pursuant to which the Offer to Purchase is being
made; 


15








          (2)
the Expiration Date and the Purchase Date; 


          (3)
the purchase price to be paid by the Company for each $1,000 aggregate
principal amount of Securities accepted for payment (as specified pursuant to
this Indenture) (the “Purchase Price”);
and the amount of accrued and unpaid interest to be paid; 


          (4)
that the Holder may tender all or any portion of the Securities registered in
the name of such Holder and that any portion of a Security tendered must be
tendered in an integral multiple of $1,000 principal amount; 


          (5)
the place or places where Securities are to be surrendered for tender pursuant
to the Offer to Purchase; 


          (6)
that interest on any Security not tendered or tendered but not purchased by the
Company pursuant to the Offer to Purchase will continue to accrue; 


          (7)
that on the Purchase Date the Purchase Price will become due and payable upon
each Security being accepted for payment pursuant to the Offer to Purchase and
that interest thereon shall cease to accrue on and after the Purchase Date; 


          (8)
that each Holder electing to tender all or any portion of a Security pursuant
to the Offer to Purchase will be required to surrender such Security at the
place or places specified in the Offer prior to the close of business on the
Expiration Date (such Security being, if the Company or the Trustee so
requires, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by the Holder
thereof or his attorney duly authorized in writing); 


          (9)
that Holders will be entitled to withdraw all or any portion of Securities
tendered if the Company (or its Paying Agent) receives, not later than the
close of business on the fifth Business Day next preceding the Expiration Date,
a facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Security the Holder tendered, the certificate number of
the Security the Holder tendered and a statement that such Holder is
withdrawing all or a portion of his tender; 


16






          (10)
that (a) if Securities purchasable at an aggregate Purchase Price less than or
equal to the Purchase Amount are duly tendered and not withdrawn pursuant to
the Offer to Purchase, the Company shall purchase all such Securities and (b)
if Securities purchasable at an aggregate Purchase Price in excess of the
Purchase Amount are tendered and not withdrawn pursuant to the Offer to
Purchase, the Company shall purchase Securities on a pro rata basis based on
the Purchase Price therefor or such other method as the Trustee shall deem
customary (subject in each case to applicable rules of the Depositary and any
securities exchange upon which the Securities may then be listed), with such
adjustments as may be deemed appropriate so that only Securities in
denominations of $1,000 principal face amount or integral multiples thereof
shall be purchased; notwithstanding the foregoing, if the Company is required
to commence an Asset Sale Offer at any time when securities of the Company
ranking pari passu in right of
payment with the Securities are outstanding and the terms of such securities
provide that a similar offer must be made with respect to such other
securities, then the Asset Sale Offer for the Securities shall be made
concurrently with such other offers and securities of each issue will be
accepted on a pro rata basis in proportion to the aggregate principal amount of
securities of each issue which the holders thereof elect to have purchased; and



          (11)
that in the case of a Holder whose Security is purchased only in part, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities,
of any authorized denomination as requested by such Holder, in an aggregate
principal amount equal to and in exchange for the unpurchased portion of the
Security so tendered. 


An Offer to
Purchase shall be governed by and effected in accordance with the provisions of
this Indenture pertaining to the type of Offer to which it relates. 


                    “Officer’s
Certificate” means a certificate
signed by the Chairman of the Board, the Chief Executive Officer, the President
or a Vice President, the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officer’s Certificate
given pursuant to Section 10.20 shall be the principal executive, financial or
accounting officer of the Company. 


                    “Opinion
of Counsel” means a written
opinion of counsel, who may be counsel for the Company, and which opinion shall
be reasonably acceptable to the Trustee. 


                    “Outstanding,”
when used with respect to
Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except: 


          (i)
Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation; 


17






          (ii)
Securities for whose payment or redemption money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that, if such
securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; 


          (iii)
Securities which have been paid pursuant to Section 3.06 or in exchange for or
in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; and 


          (iv)
Securities as to which Defeasance has been effected pursuant to Section 12.02; 


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding (it being understood that
Securities to be acquired by the Company pursuant to an Offer or other offer to
purchase shall not be deemed to be owned by the Company until legal title to
such Securities passes to the Company), except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor. 


                    “Paying
Agent” means any Person authorized
by the Company to pay the principal of (and premium, if any) or interest on any
Securities on behalf of the Company. The Company has initially appointed the
Trustee as its Paying Agent pursuant to Section 10.02 hereof. 


                    “Permitted
Indebtedness” means, without
duplication: 


          (a)
Indebtedness of the Company and the Guarantors related to the Securities and
the Guarantees, respectively (other than any Additional Securities); 


          (b)
Indebtedness incurred by the Company and Restricted Subsidiaries pursuant to
the Credit Agreement; provided, however,
that, immediately after giving effect to any such incurrence, the aggregate
principal amount of all Indebtedness incurred under this clause (b) and then
outstanding does not exceed the greater of (A) $1.6 billion and (B) 100% of
Tangible Assets, less, in either case, any amounts permanently repaid or
commitments permanently reduced in accordance with Section 10.14; 


18






          (c)
Indebtedness of the Company or any Restricted Subsidiary outstanding on the
Issue Date, including the 73⁄4% Notes, the 17/8% Convertible Notes, the 7% Notes,
the 61⁄2% Notes, the 61⁄2% Convertible Subordinated Debentures due August 1, 2028,
issued to United Rentals Trust I, and the respective guarantees thereof; 


          (d)
Indebtedness of the Company or any Restricted Subsidiary incurred in respect of
performance bonds, bankers’ acceptances and letters of credit in the ordinary
course of business, including Indebtedness evidenced by letters of credit
issued in the ordinary course of business consistent with past practice to
support the insurance or self-insurance obligations of the Company or any of
its Restricted Subsidiaries (including to secure workers’ compensation and
other similar insurance coverages), in the aggregate amount not to exceed $10
million at any time, but excluding letters of credit issued in respect of or to
secure money borrowed; 


          (e)
(i) Interest Rate Protection Obligations of the Company covering Indebtedness
of the Company and (ii) Interest Rate Protection Obligations of any Restricted
Subsidiary covering Permitted Indebtedness of such Restricted Subsidiary; provided, however, that, in the case of
either clause (i) or (ii), (x) any Indebtedness to which any such Interest Rate
Protection Obligations correspond is otherwise permitted to be incurred under
Section 10.08 and (y) the notional principal amount of any such Interest Rate
Protection Obligations that exceeds the principal amount of the Indebtedness to
which such Interest Rate Protection Obligations relate shall not constitute
Permitted Indebtedness; 


19






          (f)
Indebtedness of a Restricted Subsidiary owed to and held by the Company or
another Restricted Subsidiary, except that (i) any transfer of such
Indebtedness by the Company or a Restricted Subsidiary (other than to the
Company or another Restricted Subsidiary) and (ii) the sale, transfer or other
disposition by the Company or any Restricted Subsidiary of Capital Stock of a
Restricted Subsidiary (other than to the Company or a Restricted Subsidiary)
which is owed Indebtedness of another Restricted Subsidiary shall, in each
case, be an incurrence of Indebtedness by such Restricted Subsidiary subject to
the other provisions hereof; 


          (g)
Indebtedness of the Company owed to and held by a Restricted Subsidiary which
is unsecured and subordinated in right of payment to the payment and
performance of the obligations of the Company under this Indenture and the
Securities, except that (i) any transfer of such Indebtedness by the Company or
a Restricted Subsidiary (other than to another Restricted Subsidiary) and (ii)
the sale, transfer or other disposition by the Company or any Restricted
Subsidiary (other than to the Company or a Restricted Subsidiary) of Capital
Stock of a Restricted Subsidiary which is owed Indebtedness of the Company
shall, in each case, be an incurrence of Indebtedness by the Company, subject
to the other provisions hereof; 


          (h)
Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently (except in the case of
daylight overdrafts) drawn against insufficient funds in the ordinary course of
business; provided, however, that such Indebtedness is
extinguished within five Business Days of incurrence; 


          (i)
Indebtedness of the Company or any Restricted Subsidiary under equipment
purchase or lines of credit or for Capitalized Lease Obligations not to exceed
$150 million in aggregate principal amount outstanding at any time; 


          (j)
(i) Indebtedness of the Company the proceeds of which are used solely to
refinance (whether by amendment, renewal, extension or refunding) Indebtedness
of the Company or any of its Restricted Subsidiaries and (ii) Indebtedness of
any Restricted Subsidiary the proceeds of which are used solely to refinance
(whether by amendment, renewal, extension or refunding) Indebtedness of such
Restricted Subsidiary, provided, however, that (x) the principal amount of
Indebtedness incurred pursuant to this clause (j) (or, if such Indebtedness
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof, the
original issue price of such Indebtedness) shall not exceed the sum of the
principal amount of Indebtedness so refinanced, plus the amount of any premium
required to be paid in connection with such refinancing pursuant to the terms
of such Indebtedness or the amount of any premium reasonably determined by the
Company as necessary to accomplish such refinancing by means of a tender offer
or privately negotiated purchase, plus the amount of any accrued interest, if
any, plus the amount of expenses in connection therewith, and (y) in the case
of Indebtedness incurred by the Company pursuant to this clause (j) to
refinance Subordinated Indebtedness, such Indebtedness (A) has no scheduled
principal payment prior to the 91st day after the Maturity Date, (B)
has an Average Life to Stated Maturity greater than the remaining Average Life
to Stated Maturity of the Securities and (C) is subordinated to the Securities
in the same manner and to the same extent that the Subordinated Indebtedness
being refinanced is subordinated to the Securities; 


          (k)
Indebtedness of a Foreign Subsidiary incurred to finance the working capital of
such Foreign Subsidiary; 


          (l)
Indebtedness arising from agreements of the Company or any Restricted
Subsidiary providing for indemnification, adjustment or holdback of purchase
price or similar obligations, in each case, incurred or assumed in connection
with the acquisition or disposition of any business, assets or a Subsidiary,
other than guarantees of Indebtedness incurred by any Person acquiring all or
any portion of such business, assets or Subsidiary for the purpose of financing
such acquisition; 


20






          (m)
Indebtedness of a Special Purpose Vehicle that is not recourse to the Company
or any of its Restricted Subsidiaries (other than with respect to Standard
Securitization Undertakings) in connection with a Securitization Transaction; provided, however,
that in the event such Special Purpose Vehicle ceases to qualify as a Special
Purpose Vehicle or such Indebtedness ceases to be non-recourse to the Company
or any of its Restricted Subsidiaries, such Indebtedness will be deemed, in
each case, to be incurred at such time; provided
further, however, that Indebtedness incurred under this paragraph
(m) with respect to Equipment Securitization Transactions shall not exceed 15%
of Tangible Assets after giving effect to such Equipment Securitization
Transaction; 


          (n)
guarantees by the Company or a Restricted Subsidiary of Indebtedness that was
permitted to be incurred by the Company or any Restricted Subsidiary under this
Indenture; and 


          (o)
Indebtedness of the Company or any Restricted Subsidiary, in addition to that
described in clauses (a) through (n) of this definition, in an aggregate
principal amount outstanding at any time not to exceed $75 million. 


                    “Permitted
Investments” means any of the
following: (i) Investments in the Company or in a Restricted Subsidiary; (ii)
Investments in another Person, if as a result of such Investment (A) such other
Person becomes a Restricted Subsidiary or (B) such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all of
its assets to, the Company or a Restricted Subsidiary; (iii) Investments
representing Capital Stock or obligations issued to the Company or any of its
Restricted Subsidiaries in settlement of claims against any other Person by
reason of a composition or readjustment of debt or a reorganization of any
debtor of the Company or such Restricted Subsidiary; (iv) Investments in
Interest Rate Protection Agreements on commercially reasonable terms entered
into by the Company or any of its Subsidiaries in the ordinary course of
business in connection with the operations of the business of the Company or
its Restricted Subsidiaries to hedge against fluctuations in interest rates on
its outstanding Indebtedness; (v) Investments in the Securities; (vi)
Investments in Cash Equivalents; (vii) Investments acquired by the Company or
any Restricted Subsidiary in connection with an Asset Sale permitted under
Section 10.14 to the extent such Investments are non-cash proceeds as permitted
under Section 10.14; (viii) advances to employees or officers of the Company in
the ordinary course of business and additional loans to employees or officers,
in an aggregate amount at any time outstanding not to exceed $10 million; (ix)
any Investment to the extent that the consideration therefor is Capital Stock
(other than Redeemable Capital Stock) of the Company; (x) guarantees (including
guarantees of the Securities) of Indebtedness permitted to be incurred under
Section 10.08; (xi) any acquisition of assets solely in exchange for the
issuance of Capital Stock (other than Redeemable Capital Stock) of the Company;
and (xii) other Investments not to exceed $50 million at any time outstanding. 


                    “Permitted
Liens” means the following types
of Liens: 


          (a)
any Lien existing as of the Issue Date; 


21






          (b)
Liens securing Indebtedness permitted under the provisions described in clauses
(b) and (k) under the definition of “Permitted Indebtedness”; 


          (c)
any Lien securing Acquired Indebtedness created prior to (and not created in
connection with, or in contemplation of) the incurrence of such Indebtedness by
the Company or any Restricted Subsidiary, if such Lien does not attach to any
property or assets of the Company or any Restricted Subsidiary other than the
property or assets subject to the Lien prior to such incurrence; 


          (d)
Liens in favor of the Company or a Restricted Subsidiary; 


          (e)
Liens on and pledges of the assets or Capital Stock of any Unrestricted
Subsidiary securing any Indebtedness of such Unrestricted Subsidiary; 


          (f)
Liens for taxes, assessments or governmental charges or claims either (i) not
delinquent or (ii) thereafter payable without penalty or contested in good
faith by appropriate proceedings and as to which the Company or its Restricted
Subsidiaries shall have set aside on its books such reserves as may be required
pursuant to GAAP; 


          (g)
statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen and other Liens imposed by law incurred in
the ordinary course of business for sums not yet delinquent or being contested
in good faith, if such reserve or other appropriate provision, if any, as shall
be required by GAAP shall have been made in respect thereof; 


          (h)
Liens incurred or deposits made in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other types
of social security, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government contracts,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money); 


          (i)
judgment Liens not giving rise to an Event of Default so long as such Lien is
adequately bonded and any appropriate legal proceedings which may have been
duly initiated for the review of such judgment shall not have been finally
terminated or the period within which such proceedings may be initiated shall
not have expired; 


          (j)
easements, rights-of-way, zoning restrictions and other similar charges or
encumbrances in respect of real property not interfering in any material
respect with the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries; 


          (k)
any interest or title of a lessor under any Capitalized Lease Obligation or
operating lease; 


22






          (l)
Liens securing Indebtedness incurred to finance the construction, purchase or
lease of, or repairs, improvements or additions to, property, plant or
equipment of the Company or any Restricted Subsidiary; provided, however,
that the Lien may not extend to any other property owned by the Company or any
Restricted Subsidiary at the time the Lien is incurred (other than assets and
property affixed or appurtenant thereto), and the Indebtedness (other than any
interest thereon) secured by the Lien may not be incurred more than 180 days
after the later of the acquisition, completion of construction, repair,
improvement, addition or commencement of full operation of the property subject
to the Lien; 


          (m)
Liens securing reimbursement obligations with respect to commercial letters of
credit which encumber documents and other property relating to such letters of
credit and products and proceeds thereof; 


          (n)
Liens securing refinancing Indebtedness permitted under clause (j) of the
definition of “Permitted Indebtedness,” provided such Liens are limited to all
or part of the same property or assets as the Liens replaced in connection with
such refinanced Indebtedness; 


          (o)
Liens encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual, or warranty requirements of the Company or any of its
Restricted Subsidiaries, including rights of offset and set-off; 


          (p)
Liens securing Interest Rate Protection Obligations permitted to be incurred
under this Indenture; 


          (q)
customary Liens on assets of a Special Purpose Vehicle arising in connection
with a Securitization Transaction; 


          (r)
Liens created in favor of the Trustee pursuant to Section 6.07 hereof; and 


          (s)
Liens incurred by the Company or any Restricted Subsidiary with respect to
obligations that do not exceed $50 million at any time outstanding. 


                    “Person”
means any individual, corporation,
partnership, limited liability company, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof. 


                    “Preferred
Stock,” as applied to any
Person, means Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person. 


                    “Purchase
Agreement” has the meaning
specified in the Appendix. 


23






                    “Purchase
Amount” means, with respect to an
Offer to Purchase, the maximum aggregate amount payable by the Company for
Securities under the terms of such Offer to Purchase, if such Offer to Purchase
were accepted in respect of all Securities. 


                    “Purchase
Date” shall have the meaning set
forth in the definition of “Offer to Purchase.” 


                    “Receivables
Securitization Transaction”
means any sale, assignment or other transfer by the Company or any Subsidiary
of the Company of accounts receivable, lease receivables or other payment
obligations owing to the Company or such Subsidiary of the Company or any
interest in any of the foregoing, together in each case with any collections
and other proceeds thereof, any collection or deposit account related thereto,
and any collateral, guarantees or other property or claims supporting or
securing payment by the obligor thereon of, or otherwise related to, or subject
to leases giving rise to, any such receivables. 


                    “Record
Expiration Date” has the meaning
specified in Section 1.04. 


                    “Redeemable
Capital Stock” means any class
or series of Capital Stock that, either by its terms, by the terms of any
security into which it is convertible or exchangeable or by contract or
otherwise, is or upon the happening of an event or passage of time would be,
required to be redeemed prior to the Maturity Date or is redeemable at the
option of the holder thereof at any time prior to the Maturity Date, or is
convertible into or exchangeable for debt securities at any time prior to the
Maturity Date; provided, however,
that Capital Stock will not constitute Redeemable Capital Stock solely because
the holders thereof have the right to require the Company to repurchase or
redeem such Capital Stock upon the occurrence of a Change of Control or an
Asset Sale. 


                    “Redemption
Date,” when used with respect
to any Security to be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture. 


                    “Redemption
Price,” when used with respect
to any Security to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture. 


                    “Registrable
Securities” has the meaning
set forth in the Registration Rights Agreement. 


                    “Registration
Rights Agreement” means (i)
with respect to the Initial Securities issued on the Issue Date, the
Registration Rights Agreement dated as of June 10, 2008 by and among the
Company and Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P.
and J.P. Morgan Partners (BHCA), as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof and
(ii) with respect to each issuance of Additional Securities issued in a
transaction exempt from the registration requirements of the Securities Act,
the registration rights agreement, if any, among the Company and the Persons
purchasing such Additional Securities under the related purchase agreement. 


24






                    “Regular
Record Date” for the interest
payable on any Interest Payment Date means the June 1 or December 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. 


                    “Regulation
S” means Regulation S under the
Securities Act. 



                    “Replacement Assets”
has the meaning specified in Section 10.14.


                    “Required
Filing Dates” has the meaning specified in Section 10.19. 


                    “Responsible
Officer,” when used with
respect to the Trustee, means any officer within the Corporate Trust Office,
including, any vice president, any assistant vice president, any assistant
secretary, any assistant treasurer, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject. 


                    “Restricted
Payments” has the meaning
specified in Section 10.09. 


                    “Restricted
Security” means a Security that
constitutes a “restricted security” within the meaning of Rule 144(a)(3) under
the Securities Act; provided, however, that the Trustee shall be
entitled to request and conclusively rely on an opinion of counsel with respect
to whether any Security constitutes a Restricted Security. 


                    “Restricted
Subsidiary” means any
Subsidiary of the Company that is not an Unrestricted Subsidiary or a Special
Purpose Vehicle. 


                    “Revocation”
has the meaning set forth in
Section 10.18. 


                    “RS
Special Purpose Vehicle” means a trust,
bankruptcy remote entity or other special purpose entity which is a Subsidiary
of the Company (or, if not a Subsidiary of the Company, the common equity of
which is wholly owned, directly or indirectly, by the Company) and which is
formed for the purpose of, and engages in no material business other than,
acting as an issuer or a depositor in a Receivables Securitization Transaction
(and, in connection therewith, owning accounts receivable, lease receivables,
other rights to payment, leases and related assets and pledging or transferring
any of the foregoing or interests therein). 


                    “Rule
144A” means Rule 144A under the
Securities Act. 


                    “S&P”
means Standard & Poor’s Ratings
Group, and its successors. 


                    “Sale/Leaseback
Transaction” means an
arrangement relating to property owned by the Company or a Restricted
Subsidiary on the Issue Date or thereafter acquired by the Company or a
Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers
such property to a person and the Company or a Restricted Subsidiary leases it
from such person. 


25






                    “Securities”
means the securities issued
under this Indenture. 


                    “Securities
Act” means the Securities Act
of 1933 and any statute successor thereto, in each case as amended from time to
time. 


                    “Securities
Custodian” has the meaning
specified in the Appendix. 


                    “Securitization
Transaction” means an
Equipment Securitization Transaction or a Receivables Securitization
Transaction. 


                    “Security
Register” and “Security Registrar” have the respective
meanings specified in Section 3.05. 


                    “Senior
Indebtedness” means with respect to
any Person: 


          (1)
Indebtedness of such Person, whether outstanding on the Issue Date or
thereafter created, incurred or assumed; and 


          (2)
accrued and unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to such Person
whether or not post-filing interest is allowed in such proceeding) in respect
of (A) indebtedness of such person for money borrowed and (B) indebtedness evidenced
by notes, debentures, bonds or other similar instruments for the payment of
which such Person is responsible or liable, 


unless, in the
case of clauses (1) and (2), in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is expressly provided that
such obligations are subordinate in right of payment to the Securities or the
Guarantee of the Securities by such Person, as the case may be. 


                    Without
limiting the generality of the foregoing, “Senior Indebtedness” shall include
the principal of, premium, if any, and interest on all obligations of every
nature of any Person from time to time owed to the lenders under the Credit
Agreement, including, without limitation, principal of and interest on, any
loans and letter of credit disbursements outstanding, and all fees, indemnities
and expenses payable, under the Credit Agreement. 


                    Notwithstanding
the foregoing, “Senior Indebtedness” shall not include: 


          (a)
any Indebtedness of such Person (and any accrued and unpaid interest in respect
thereof) that is expressly subordinate or junior in any respect to any other
Indebtedness or other obligation of such Person, including the 73⁄4% Notes, the
7% Notes, the 17/8% Convertible Notes and the 61⁄2% Convertible Subordinated
Debentures due August 1, 2028, issued to United Rentals Trust I; 


          (b)
Indebtedness which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code, is without recourse to such
Person; 


26






         (c)
Indebtedness which is represented by Redeemable Capital Stock; 


          (d)
any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities); 


          (e)
Indebtedness of or amounts owed by such Person for compensation to employees or
for services rendered to such Person; 


          (f)
any liability for federal, state, local or other taxes owed or owing by such
Person; 


          (g)
Indebtedness of such Person to a Subsidiary or any other Affiliate or any of
such Affiliate’s Subsidiaries; and 


          (h)
that portion of any Indebtedness which is incurred in violation of this
Indenture. 


                    “Senior
Subordinated Indebtedness” means
the 73⁄4% Notes, 17/8% Convertible
Notes and the 7% Notes, guarantees thereof and any other Indebtedness of the
Company that specifically provides that such Indebtedness is to rank junior to
the Securities in right of payment and is not subordinated by its terms in
right of payment to any Indebtedness or other obligation of the Company which
is not Senior Indebtedness of the Company. 


                    “Significant
Subsidiary” of any Person
means, as of any date of determination, a Restricted Subsidiary of such Person
which would be a significant subsidiary of such Person as of such date as
determined in accordance with the definition in Rule 1-02(w) of Article 1 of
Regulation S-X promulgated by the Commission and as in effect on the Issue
Date. 


                    “Similar
Business” means any business
conducted or proposed to be conducted by the Company and the Restricted
Subsidiaries on the Issue Date or any business that is similar, reasonably
related, incidental or ancillary thereto. 


                    “Special
Purpose Vehicle” means an ES
Special Purpose Vehicle or an RS Special Purpose Vehicle. 


                    “Special
Record Date” for the payment of
any Defaulted Interest means a date fixed by the Trustee pursuant to Section
3.07. 


                    “Standard
Securitization Undertakings”
means representations, warranties, covenants and indemnities entered into by
the Company or any of its Restricted Subsidiaries that are reasonably customary
in a Securitization Transaction. 


                    “Start
Date” means April 1, 2008. 


27






                    “Stated
Maturity” means, when used with
respect to any Security or any installment of interest thereon, the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of interest is due and payable, and when used with
respect to any other Indebtedness, means the date specified in the instrument
governing such Indebtedness as the fixed date on which the principal of such
Indebtedness, or any installment of interest thereon, is due and payable. 


                    “Subordinated
Indebtedness” means, with
respect to a Person, Indebtedness of such Person (whether outstanding on the
Issue Date or thereafter incurred) which is subordinate or junior in right of
payment to the Securities or a Guarantee of the Securities of such Person, as
the case may be, pursuant to a written agreement to that effect. 


                    “Subsidiary”
means, with respect to any
Person, (i) a corporation a majority of whose Voting Stock is at the time,
directly or indirectly, owned by such Person, by one or more Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof and (ii) any
other Person (other than a corporation), including, without limitation, a
partnership, limited liability company, business trust or joint venture, in
which such Person, one or more Subsidiaries thereof or such Person and one or
more Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Person performing
similar functions). For purposes of this definition, any directors’ qualifying
shares or investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary. 


                    “Surviving
Entity” has the meaning
specified in Section 8.01. 


                    “Tangible
Assets” means all assets of the
Company and its Restricted Subsidiaries, excluding all Intangible Assets and
any assets subject to a Securitization Transaction. For purposes of the
foregoing, “Intangible Assets” means goodwill, patents, trade names, trade
marks, copyrights, franchises, experimental expense, organization expenses and
any other assets properly classified as intangible assets in accordance with
GAAP. 


                    “Transactions”
means the transactions
contemplated by (i) the Schedule TO and related Offer to Purchase filed by the
Company with the Commission on or about June 11, 2008 and (ii) the Purchase
Agreement. 


                    “Trust
Indenture Act” means the Trust
Indenture Act of 1939 as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939
as so amended. 


                    “Trustee”
means the Person named as the
“Trustee” in the first paragraph of this instrument until a successor Trustee
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Trustee” shall mean such successor Trustee. 


28






                    “United
Rentals (NA)” means United Rentals
(North America), Inc and its successors and assigns. 


                    “Unrestricted
Subsidiary” means United
Rentals Trust I and each other Subsidiary of the Company designated as such
pursuant to and in compliance with Section 10.18 and each Subsidiary of such
Unrestricted Subsidiary. 


                    “U.S.
Government Obligation” has the
meaning specified in Section 12.04. 


                    “Vice
President,” when used with respect to
the Company or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title “vice
president.” 


                    “Voting
Stock” means any class or classes
of Capital Stock pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of any Person (irrespective of whether or not,
at the time, stock of any other class or classes shall have, or might have,
voting power by reason of the happening of any contingency). 


                    “Wholly
Owned Restricted Subsidiary” means
any Restricted Subsidiary of which 100% of the outstanding Capital Stock is
owned by the Company or another Wholly Owned Restricted Subsidiary. For
purposes of this definition, any directors’ qualifying shares or investments by
foreign nationals mandated by applicable law shall be disregarded in
determining the ownership of a Subsidiary. 


                    SECTION 1.02. Compliance
Certificates and Opinions. Upon any application or request by the
Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such
certificate or opinion shall be given in the form of an Officer’s Certificate,
if to be given by an officer of the Company, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the Trust Indenture
Act and any other requirement set forth in this Indenture. 


                    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include: 


          (i)
a statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto; 


          (ii)
a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; 


          (iii)
a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and 


29






          (iv)
a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with. 


                    SECTION 1.03. Form of
Documents Delivered to Trustee. In any case where several matters
are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered
by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents. 


                    Any
certificate or opinion of an officer of the Company or a Guarantor may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company or a
Guarantor stating that the information with respect to such factual matters is
in the possession of the Company or such Guarantor, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous. 


                    Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one instrument.



                    SECTION 1.04. Acts of Holders;
Record Dates. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company or a Guarantor, as applicable. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. 


                    The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a certificate
of a notary public or other officer authorized by law to take acknowledgments
of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient. 


30






                    The
ownership of Securities shall be proved exclusively by the Security Register
for all purposes. 


                    Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company or a
Guarantor in reliance thereon, whether or not notation of such action is made
upon such Security. 


                    The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders of Securities, provided, however, that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities on such record date,
and no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; provided, however, that no such action
shall be effective hereunder unless taken on or prior to the applicable Record
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall prevent the Company
from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
cancelled and of no effect), nor shall anything in this paragraph be construed
to render ineffective any action taken pursuant to or in accordance with any
other provision of this Indenture by Holders of the requisite principal amount
of Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Record Expiration Date to be given to the Trustee in writing and to
each Holder of Securities in the manner set forth in Section 1.06. 


                    The
Trustee may but need not set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(ii) or (iv) any direction referred to
in Section 5.12. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided, however, that no such action
shall be effective hereunder unless taken on or prior to the applicable Record
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action (whereupon
the record date previously set shall automatically and without any action by
any Person be cancelled and of no effect), nor shall anything in this paragraph
be construed to render ineffective any action taken pursuant to or in
accordance with any other provision of this Indenture by Holders of the
requisite principal amount of Outstanding Securities on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the
matter(s) to be submitted for potential action by Holders and the applicable
Record Expiration Date to be given to the Company in writing and to each Holder
of Securities in the manner set forth in Section 1.06. 


31






                    With
respect to any record date set pursuant to this Section, the party hereto that
sets such record date may designate any day as the “Record Expiration Date” and
from time to time may change the Record Expiration Date to any earlier or later
day, provided, however, that no
such change shall be effective unless notice of the proposed new Record
Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities in the manner set forth in Section 1.06, on or before the
existing Record Expiration Date. If a Record Expiration Date is not designated
with respect to any record date set pursuant to this Section, the party hereto
that set such record date shall be deemed to have initially designated the
180th day after such record date as the Record Expiration Date with respect
thereto, subject to its right to change the Record Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Record Expiration Date
shall be later than the 180th day after the applicable record date. 


                    Without
limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to all
or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount. 


                    SECTION 1.05. Notices to
Trustee, the Company or a Guarantor. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with, 


          (i)
the Trustee by any Holder or by the Company or a Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing and
mailed, first-class postage prepaid, to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Administration, 


          (ii)
the Company or a Guarantor by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company or such
Guarantor addressed to it at the address of the Company’s principal office
specified in the first paragraph of this instrument, or at any other address
previously furnished in writing to the Trustee by the Company. 


32






                    SECTION 1.06. Notice to
Holders; Waiver. Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail
or receive such notice, nor any defect in any such notice, to any particular
Holder shall affect the sufficiency or validity of such notice. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver. 


                    In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder. 


                    SECTION 1.07. Conflict with
Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
the Trust Indenture Act to be part of and govern this Indenture, such provision
of the Trust Indenture Act shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, such provision shall be deemed to be so modified or
excluded, as the case may be. 


                    SECTION 1.08. Effect of
Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof. 


                    SECTION 1.09. Successors and
Assigns. Without limiting Articles VIII and XIII hereof, all covenants
and agreements in this Indenture by each of the Company or the Guarantors shall
bind their respective successors and assigns, whether so expressed or not. 


                    SECTION 1.10. Separability
Clause. In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 


                    SECTION 1.11. Benefits of
Indenture. Nothing in this Indenture or in the Securities, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture. 


                    SECTION 1.12. Governing Law.
This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York. 


33






                    SECTION 1.13. Legal Holidays.
In any case where any Interest Payment Date, Redemption Date, Purchase Date or
Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect (including with respect to the accrual of interest) as if made on
the Interest Payment Date, Redemption Date or Purchase Date, or at the Stated
Maturity. 


ARTICLE II


Security Forms


                    SECTION 2.01. Form and Dating.
Provisions relating to the Initial Securities, the Additional Securities and
the Exchange Securities are set forth in the Appendix, which is hereby
incorporated in and expressly made a part of this Indenture. The (a) Initial
Securities and the Trustee’s certificate of authentication and (b) any
Additional Securities (if issued as Transfer Restricted Securities) and the
Trustee’s certificate of authentication shall each be substantially in the form
of Exhibit A-1 hereto, which is hereby incorporated in and expressly made a
part of this Indenture. The Exchange Securities and any Additional Securities
issued other than as Transfer Restricted Securities and the Trustee’s certificate
of authentication shall each be substantially in the form of Exhibit A-2
hereto, which is hereby incorporated in and expressly made a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company or any Guarantor
is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). Each Security shall be
dated the date of its authentication. 


ARTICLE III


The Securities 


                    SECTION 3.01. Title and Terms.
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture on the Issue Date is limited to $425,000,000
principal amount of Initial Securities and up to $425,000,000 principal amount
of Exchange Securities exchanged therefor in accordance with the Registration
Rights Agreement. Additional Securities may be issued, authenticated and
delivered pursuant to Section 3.13, and Securities may be authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in
connection with an Offer pursuant to Sections 10.13 or 10.14. 


                    The
Securities shall be known and designated as the “14% Senior Notes due 2014” of
the Company. Their Stated Maturity for payment of principal shall be June 15,
2014. Interest on the Securities shall accrue at the rate of 14% per annum and
shall be payable semiannually in arrears on each June 15 and December 15,
commencing December 15, 2008 to the Holders of record of Securities at the
close of business on June 1 and December 1, respectively, immediately preceding
such Interest Payment Date. Subject to Section 3.13(3), interest on the
Securities will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from June 10, 2008. Interest on the
Securities will be computed on the basis of a 360-day year comprised of twelve
30-day months. 


34






                    The
principal of (and premium, if any) and interest on the Securities shall be
payable at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or such other office maintained by the Trustee
for such purpose and at any other office or agency maintained by the Company
for such purpose; provided, however, that, at the option of the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register. 


                    The
Securities shall be redeemable as provided in Article XI and the Securities. 


                    The
Securities shall be subject to Defeasance and/or Covenant Defeasance as
provided in Article XII. 


                    SECTION 3.02. Denominations.
The Securities shall be issuable only in registered form without coupons and
only in denominations of $2,000 principal amount and any integral multiple of
$1,000 thereof. 


                    SECTION 3.03. Execution and
Authentication. The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its Chief Executive Officer, its
President or one of its Vice Presidents, its Chief Operating Officer, or its Chief
Financial Officer. The signature of any of these officers on the Securities may
be manual or facsimile. 


                    Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities. 


                    At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, which shall specify the amount
of the Securities to be authenticated and the date on which the original issue
of Securities is to be authenticated and, in the case of an issuance of
Additional Securities pursuant to Section 3.13 after the Issue Date, shall
certify that such issuance is in compliance with Section 10.08; and the Trustee
in accordance with such Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise. 


                    Each
Security shall be dated the date of its authentication. 


35






                    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. 


                    Authentication
by counterpart shall satisfy the requirements of this Section 3.03 and the
requirements of the Securities. 


                    SECTION 3.04. Temporary
Securities. Pending the preparation of Definitive Securities, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. 


                    If
temporary Securities are issued, the Company will cause Definitive Securities
to be prepared without unreasonable delay. After the preparation of Definitive
Securities, the temporary Securities shall be exchangeable for Definitive
Securities upon surrender of the temporary Securities at any office or agency
of the Company designated pursuant to Section 10.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Securities
of authorized denominations and of a like tenor. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits under
this Indenture as Definitive Securities. 


                    SECTION 3.05. Registration,
Registration of Transfer and Exchange. The Company shall cause to be
kept at the Corporate Trust Office of the Trustee a register (the register
maintained in such office and in any other office or agency designated pursuant
to Section 10.02 being herein sometimes collectively referred to as the “Security Register”) in which, subject to
such reasonable regulations as the Company may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed (a) the initial “Security
Registrar” for the purpose of registering Securities and transfers
of Securities as herein provided and (b) the Securities Custodian with respect
to the Global Securities. 


                    The
Securities shall be issued in registered form and shall be transferable only
upon the surrender of a Security for registration of transfer and in compliance
with the Appendix. When a Security is presented to the Security Registrar with
a request to register a transfer, the Security Registrar shall register the
transfer as requested if its requirements therefor are met. When Securities are
presented to the Security Registrar with a request to exchange them for an
equal principal amount of Securities of other denominations, the Security
Registrar shall make the exchange as requested if the same requirements are
met. To permit registration of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Securities at the Security
Registrar’s request. 


36






                    All
Securities issued upon any registration of transfer or exchange pursuant to the
terms of this Indenture shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange. 


                    No
service charge shall be made for any registration of transfer or exchange of
Securities except as provided in Section 3.06, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.08 or in
accordance with any Change of Control Offer pursuant to Section 10.13 or any
Asset Sale Offer pursuant to Section 10.14, and in any such case not involving
any transfer. 


                    Neither
the Company nor the Security Registrar shall be required (i) to issue, register
the transfer of or exchange any Security during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of redemption
of Securities selected for redemption under Section 11.05 and ending at the
close of business on the day of such mailing, (ii) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part or (iii) to
register the transfer of any Securities other than Securities having a
principal amount of $1,000 or integral multiples thereof. 


                    Any
Holder of a Global Security shall, by acceptance of such Global Security, agree
that transfers of beneficial interest in such Global Security may be effected
only through a book-entry system maintained by (a) the Holder of such Global
Security (or its agent) or (b) any Holder of a beneficial interest in such Global
Security, and that ownership of a beneficial interest in such Global Security
shall be required to be reflected in a book entry. 


                    SECTION 3.06. Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of like tenor and
principal amount and bearing a number not contemporaneously outstanding. 


                    If
there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of each of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute, and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 


37






                    In
case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security. 


                    Upon
the issuance of any new Security under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. 


                    Every
new Security issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities
duly issued hereunder. 


                    The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities. 


                    SECTION 3.07. Payment of
Interest; Rights Preserved. Interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
predecessor securities) is registered at the close of business on the Regular
Record Date for such interest payment. 


                    Any
interest on any Security which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in paragraph (1) or (2)
below: 


          (1)
the Company may elect to make payment of any Defaulted Interest to the Persons
in whose names the Securities (or their respective predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner: the
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 15 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be given to each Holder in the manner specified
in Section 1.06, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities (or their respective
predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause
(2). 


38






          (2)
the Company may make payment of any Defaulted Interest in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause (2), such manner of payment shall be
deemed practicable by the Trustee. 


                    Subject
to the foregoing provisions of this Section and Section 3.05, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security. 


                    SECTION 3.08. Persons Deemed
Owners. Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name such Security is registered as the owner
of such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 3.07) interest on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. 


                    SECTION 3.09. Cancellation.
All Securities surrendered for payment, redemption, registration of transfer or
exchange or tendered and accepted pursuant to any Change of Control Offer
pursuant to Section 10.13 or any Asset Sale Offer pursuant to Section 10.14
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in its customary manner. 


                    SECTION 3.10. Computation of
Interest. Interest on the Securities shall be computed by the
Company on the basis of a 360-day year comprised of twelve 30-day months. 


39






                    SECTION 3.11. CUSIP and CINS
Numbers. The Company in issuing the Securities may use “CUSIP” and
“CINS” numbers (if then generally in use), and, if so, the Trustee shall use
the CUSIP or CINS numbers in notices of redemption or repurchase as a convenience
to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption or repurchase and that reliance may be placed
only on the other identification numbers printed on the Securities, and any
such redemption or repurchase shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee in
writing of any change in the CUSIP or CINS numbers. 


                    SECTION 3.12. Deposits of
Monies. Except to the extent payment of interest is made by the
Company’s check pursuant to Section 3.01, prior to 11:00 a.m., New York City
time, on each Redemption Date,
Stated Maturity, and Purchase Date, the Company shall deposit with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Redemption Date, Stated Maturity and Purchase Date, as the
case may be, in a timely manner which permits the Paying Agent to remit payment
to the Holders on such Interest Payment Date, Redemption Date, Stated Maturity,
and Purchase Date, as the case may be. 


                    SECTION 3.13. Issuance of
Additional Securities. The Company shall be entitled, subject to its
compliance with Section 10.08, to issue Additional Securities under this
Indenture which shall have identical terms as the Initial Securities issued on
the Issue Date, other than with respect to the date of issuance and issue price
provided, however, no Additional
Securities shall be issued that are not fungible for U.S. Federal income tax
purposes, with any other securities issued under this Indenture unless such
Additional Securities use a different CUSIP number. The Initial Securities
issued on the Issue Date, any Additional Securities and all Exchange Securities
issued in exchange therefor shall rank equally and be treated as a single class
for all purposes under this Indenture. 


                    With
respect to any Additional Securities, the Company shall set forth in a
resolution of its Board of Directors and an Officer’s Certificate, a copy of
each which shall be delivered to the Trustee, the following information: 


          (1)
whether such Additional Securities shall be issued as part of a new or existing
series of Securities and the title of such Additional Securities (which shall
distinguish the Additional Securities of the series from Securities of any
other series); 


          (2)
the aggregate principal amount of such Additional Securities which may be
authenticated and delivered under this Indenture, which may be in an unlimited
aggregate principal amount; 


          (3)
the issue price and issuance date of such Additional Securities, including the
date from which interest on such Additional Securities shall accrue; 


40






          (4)
if applicable, that such Additional Securities shall be issued in a private
placement transaction with registration rights; 


          (5)
if applicable, that such Additional Securities shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective depositaries for such Global Securities, the form of any legend or
legends which shall be borne by such Global Securities in addition to or in
lieu of those set forth in Exhibit A hereto and any circumstances in addition
to or in lieu of those set forth in Section 2.3 of the Appendix in which any
such Global Security may be exchanged in whole or in part for Additional
Securities registered, or any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
depositary for such Global Security or a nominee thereof; and 


          (6)
if applicable, that such Additional Securities shall not be issued in the form
of Initial Securities as set forth in Exhibit A-1, but shall be issued in the
form of Exchange Securities as set forth in Exhibit A-2. 


ARTICLE IV


Satisfaction and Discharge


                    SECTION 4.01. Satisfaction and
Discharge of Indenture. This Indenture shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when 


          (1)
either 


          (A)
all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been
replaced or repaid as provided in Section 3.06 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.03) have been delivered to the Trustee
for cancellation; or 


          (B)
all Securities not theretofore delivered to the Trustee for cancellation (other
than Securities which have been destroyed, lost or stolen and which have been
replaced or repaid as provided in Section 3.06), 


          (i)
have become due and payable, or 


          (ii)
will become due and payable at their Stated Maturity within one year, or 


41






          (iii)
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company, 


and the
Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount sufficient to pay and discharge the entire Indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for principal
(and premium, if any) and interest on the Securities to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be, together with
irrevocable instructions from the Company directing the Trustee to apply such
funds to the payment thereof at maturity or redemption, as the case may be; 


(2)
the Company has paid or caused to be paid all other sums payable hereunder by
the Company or the Guarantors; and 


(3)
the Company has delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with. 


Notwithstanding
the satisfaction and discharge of this Indenture pursuant to this Article IV,
the obligations of the Company to the Trustee under Section 6.07, the
obligations of the Company to any Authenticating Agent under Section 6.14 and,
if money shall have been deposited with the Trustee pursuant to subclause (B)
of clause (1) of this Section, the obligations of the Trustee under Section
4.02 and the last paragraph of Section 10.03 shall survive such satisfaction
and discharge. 


                    SECTION 4.02. Application of
Trust Money. Subject to the provisions of the last paragraph of
Section 10.03, all money deposited with the Trustee pursuant to Section 4.01
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee. 


ARTICLE V


Remedies


                    SECTION 5.01. Events of
Default. “Event of Default,”
wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 


          (1)
default in the payment of the principal of or premium, if any, when due and
payable, on any of the Securities (at Stated Maturity, upon optional or
mandatory redemption, required purchase or otherwise); or 


42








          (2)
default in the payment of an installment of interest on any of the Securities,
when due and payable, for 30 days; or 


          (3)
default in the performance, or breach, of any covenant or agreement of the
Company under this Indenture (other than a default in the performance or breach
of a covenant or agreement which is specifically dealt with in clauses (1), (2)
or (4)) and such default or breach shall continue for a period of 30 days after
written notice has been given, by certified mail, (x) to the Company by the
Trustee or (y) to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities; or 


          (4)
(a) there shall be a default in the performance or breach of the provisions of
Section 8.01 with respect to the Company; (b) the Company shall have failed to
make or consummate an Asset Sale Offer in accordance with the provisions of
Section 10.14; or (c) the Company shall have failed to make or consummate a
Change of Control Offer in accordance with the provisions of Section 10.13; or 


          (5)
default or defaults under one or more agreements, instruments, mortgages,
bonds, debentures or other evidences of Indebtedness under which the Company or
any Restricted Subsidiary of the Company then has outstanding Indebtedness in
excess of $25,000,000, individually or in the aggregate, and either (a) such
Indebtedness is already due and payable in full or (b) such default or defaults
have resulted in the acceleration of the maturity of such Indebtedness; or 


          (6)
one or more judgments, orders or decrees of any court or regulatory or
administrative agency of competent jurisdiction for the payment of money in
excess of $25,000,000, either individually or in the aggregate, shall be
entered against the Company or any Restricted Subsidiary of the Company or any
of their respective properties and shall not be discharged and there shall have
been a period of 60 days after the date on which any period for appeal has
expired and during which a stay of enforcement of such judgment, order or
decree, shall not be in effect; or 


          (7)
the entry of a decree or order by a court having jurisdiction in the premises
(A) for relief in respect of the Company or any Significant Subsidiary in an
involuntary case or proceeding under the Federal Bankruptcy Code or any other
federal, state or foreign bankruptcy, insolvency, reorganization or similar law
or (B) adjudging the Company or any Significant Subsidiary bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company or any Significant Subsidiary under the Federal
Bankruptcy Code or any other similar federal, state or foreign law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or any Significant Subsidiary or of
any substantial part of any of their properties, or ordering the winding up or
liquidation of any of their affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days; or 


43






          (8)
the institution by the Company or any Significant Subsidiary of a voluntary
case or proceeding under the Federal Bankruptcy Code or any other similar
federal, state or foreign law or any other case or proceedings to be
adjudicated a bankrupt or insolvent, or the consent by the Company or any
Significant Subsidiary to the entry of a decree or order for relief in respect
of the Company or any Significant Subsidiary in any involuntary case or
proceeding under the Federal Bankruptcy Code or any other similar federal,
state or foreign law or to the institution of bankruptcy or insolvency
proceedings against the Company or any Significant Subsidiary, or the filing by
the Company or any Significant Subsidiary of a petition or answer or consent
seeking reorganization or relief under the Federal Bankruptcy Code or any other
similar federal, state or foreign law, or the consent by it to the filing of
any such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or other similar
official) of any of the Company or any Significant Subsidiary or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due or the taking of corporate action by the
Company or any Significant Subsidiary in furtherance of any such action; or 


          (9)
any of the Guarantees ceases to be in full force and effect or any of the
Guarantees is declared to be null and void and unenforceable or any of the
Guarantees is found to be invalid or any of the Guarantors denies its liability
under its Guarantee (other than by reason of release of a Guarantor in
accordance with the terms of this Indenture). 


                    SECTION 5.02. Acceleration of
Maturity; Rescission and Annulment. If an Event of Default (other
than those covered by clause (7) or (8) of Section 5.01 with respect to the Company)
shall occur and be continuing, the Trustee, by notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the Securities then
Outstanding, by written notice to the Trustee and the Company, may declare the
principal of, premium, if any, and accrued and unpaid interest, if any, on all
of the Outstanding Securities due and payable immediately. If an Event of
Default specified in clause (7) or (8) of Section 5.01 with respect to the
Company occurs and is continuing, then the principal of, premium, if any, and
accrued and unpaid interest, if any, on all the Outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder of Securities. 


44






                    After
a declaration of acceleration under this Indenture, but before a judgment or
decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the Outstanding Securities,
by written notice to the Company and the Trustee, may rescind such declaration
if 


          (1)
the Company or any Guarantor has paid or deposited with the Trustee a sum
sufficient to pay 


          (A)
all sums paid or advanced by the Trustee under this Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, 


          (B)
all overdue interest on all Securities, 


          (C)
the principal of and premium, if any, on any Securities which have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate borne by the Securities, and 


          (D)
to the extent that payment of such interest is lawful, interest upon overdue
interest and overdue principal at the rate set forth in the Securities which
has become due otherwise than by such declaration of acceleration; 


          (2)
the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and 


          (3)
all Events of Default, other than the non-payment of principal of, premium, if
any, and interest on the Securities that have become due solely by such
declaration of acceleration, have been cured or waived. 


                    No
such rescission shall affect any subsequent default or impair any right
consequent thereto. 


                    SECTION 5.03. Collection of
Indebtedness and Suits for Enforcement by Trustee. The Company and
each Guarantor covenants that if 


          (i)
default is made in the payment of any interest on any Security when such
interest becomes due and payable and such default continues for a period of 30
days, or 


          (ii)
default is made in the payment of the principal of (or premium, if any, on) any
Security on the due date for payment thereof, including, with respect to any
Security required to have been purchased pursuant to a Change of Control Offer
or an Asset Sale Offer made by the Company, at the Purchase Date thereof, the
Company or such Guarantor will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal (and premium, if any) and interest,
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate provided by the Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. 


45






                    In
addition to the rights and powers set forth in Section 317(a) of the Trust
Indenture Act, the Trustee shall be entitled to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the Holders of the Securities allowed in any judicial proceeding
relative to the Company, any Guarantor or any other obligor upon the Securities,
its creditors, or its property, and to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute the same
after the deduction of its charges and expenses; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
Holders to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for compensation and expenses,
including counsel fees incurred by it up to the date of such distribution. 


                    If
an Event of Default occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy. 


                    SECTION 5.04. Trustee May File
Proofs of Claim. In case of any judicial proceeding relative to the
Company, a Guarantor (or any other obligor upon the Securities), its property
or its creditors, the Trustee shall be entitled and empowered, by intervention
in such proceeding or otherwise, to take any and all actions authorized under
the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07. 


                    No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee. 


46






                    SECTION 5.05. Trustee May
Enforce Claims Without Possession of Securities. All rights of
action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, distributions and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered. 


                    SECTION 5.06. Application of
Money Collected. Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid: 


          FIRST:
To the payment of all amounts due the Trustee under Section 6.07; 


          SECOND:
To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal (and premium, if any) and interest, respectively; 


          THIRD:
To the payment of any and all other amounts due under the Indenture, the
Securities or the Guarantees; and 


          FOURTH:
To the Company (or such other Person as a court of competent jurisdiction may
direct). 


                    SECTION 5.07. Limitation on
Suits. Subject to Section 5.08, no Holder of any Security shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless 


          (i)
such Holder has previously given written notice to the Trustee of a continuing
Event of Default; 


          (ii)
the Holders of not less than 25% in principal amount of the Outstanding
Securities shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder; 


          (iii)
such Holder or Holders have offered to the Trustee indemnity reasonably
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; 


47






          (iv)
the Trustee for 45 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and 


          (v)
no direction inconsistent with such written request has been given to the
Trustee during such 45-day period by the Holders of a majority in principal
amount of the Outstanding Securities; it being understood and intended that no
one or more Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all the Holders. 


                    SECTION 5.08. Unconditional
Right of Holders to Receive Principal, Premium and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date or in the case
of a Change of Control Offer or an Asset Sale Offer made by the Company and
required to be accepted as to such Security, on the relevant Purchase Date) and
to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder. 


                    SECTION 5.09. Restoration of
Rights and Remedies. If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, each
Guarantor, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted, subject to the determination in such
proceeding. 


                    SECTION 5.10. Rights and
Remedies Cumulative. Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of Section 3.06, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. 


                    SECTION 5.11. Delay or
Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Security to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be. 


48






                    SECTION 5.12. Control by
Holders. The Holders of a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that; 


          (i)
such direction shall not be in conflict with any rule of law or with this
Indenture, and 


          (ii)
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. 


                    SECTION 5.13. Waiver of Past
Defaults. The Holders of not less than a majority in principal
amount of the Outstanding Securities may on behalf of the Holders of all the
Securities waive any past default hereunder and its consequences, except a
default 


          (i)
in the payment of the principal of (or premium, if any) or interest on any
Security (including any Security which is required to have been purchased
pursuant to a Change of Control Offer or an Asset Sale Offer which has been
made by the Company), or 


          (ii)
in respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the Holder of each Outstanding Security
affected. 


                    Upon
any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon. 


                    SECTION 5.14. Undertaking for
Costs. In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require any party litigant in such
suit to file an undertaking to pay the costs of such suit (including reasonable
counsel fees and expenses), and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided, that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or a Guarantor, in any suit
instituted by the Trustee, in any suit instituted by any Holder or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or in any suit instituted by any Holder for the enforcement
of the payment of the principal of (or premium, if any) or interest on any
Security on or after the Stated Maturity expressed in such Security (or, in the
case of redemption, on or after the Redemption Date or, in the case of a Change
of Control Offer or an Asset Sale Offer, made by the Company and required to be
accepted as to such Security, on the applicable Purchase Date, as the case may
be). 


49






                    SECTION 5.15. Waiver of Stay
or Extension Laws. The Company and each Guarantor covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture;
and the Company and each Guarantor (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted. 


ARTICLE VI


The Trustee


                    SECTION 6.01. Certain Duties
and Responsibilities. (a) Except during the continuance of an Event
of Default, 


          (i)
the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and 


          (ii)
in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by the provisions hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture
but need not verify the contents thereof. 


                    (b)
In case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent Person would
exercise or use under the circumstances in the conduct of such Person’s own
affairs. 


                    (c)
No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent misconduct, except that no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers under this
Indenture, unless the Trustee has received security and indemnity satisfactory
to it against any loss, liability or expense. The Trustee shall not be liable
for any error of judgment unless it is proved that the Trustee was negligent in
the performance of its duties hereunder. 


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                    (d)
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 6.01. 


                    SECTION 6.02. Notice of
Defaults. If a Default or an Event of Default occurs and is known to
the Trustee, the Trustee shall transmit by mail to all Holders, as their names
and addresses appear in the Security Register, notice of such Default or Event
of Default hereunder known to the Trustee within 90 days after obtaining such
knowledge, unless such Default shall have been cured or waived; provided, however,
that, except in the case of a Default or an event of Default in the payment of
the principal of, premium, if any, or interest on any Security, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders. 


                    SECTION 6.03. Certain Rights
of Trustee. Subject to the provisions of Section 6.01: 


          (a)
the Trustee may conclusively rely as to the truth of the statements and
correctness of the opinions expressed therein and shall be fully protected in
acting or refraining from acting upon any resolution, Officer’s Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties; 


          (b)
any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors of the Company may be sufficiently evidenced by a Board Resolution
of the Company; 


          (c)
whenever in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an
Officer’s Certificate; 


          (d)
the Trustee may consult with counsel of its selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon; 


          (e)
the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or indemnity reasonably satisfactory to the Trustee
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 


51






          (f)
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled (subject to reasonable
confidentiality arrangements as may be proposed by the Company or any
Guarantor) to make reasonable examination (upon prior notice and during regular
business hours) of the books, records and premises of the Company or a
Guarantor, personally or by agent or attorney at the sole cost of the Company
and shall incur no liability of any kind by reason of such inquiry or
investigation; 


          (g)
the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or
custodians or nominees and the Trustee shall not be responsible for the
supervision of, or any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder; 


          (h)
the Trustee shall not be liable for any action taken, suffered, or omitted to
be taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture; 


          (i)
in the event that the Trustee is also acting as Authenticating Agent, Paying
Agent or Security Registrar hereunder, the rights and protections afforded to
the Trustee pursuant to this Article VI shall also be afforded to such
Authenticating Agent, Paying Agent and Security Registrar; 


          (j)
the Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture; 


          (k)
in no event shall the Trustee be responsible or liable for special, indirect,
or consequential loss or damage of any kind whatsoever (including, but not
limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action; 


          (l)
the rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act
hereunder; and 


52






          (m)
the Trustee may request that the Company deliver a certificate setting forth
the names of individuals and/or titles of officers authorized at such time to
take specified actions pursuant to this Indenture; and 


          (n)
in no event shall the Trustee be responsible or liable for any failure or delay
in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances. 


                    SECTION 6.04. Not Responsible
for Recitals or Issuance of Securities. The recitals contained
herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the
Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof. 


                    SECTION 6.05. May Hold
Securities. The Trustee, any Authenticating Agent, any Paying Agent,
any Security Registrar or any other agent of the Company or any Guarantor, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company or a Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent. 


                    SECTION 6.06. Money Held in
Trust. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company. 


                    SECTION 6.07. Compensation and
Reimbursement. The Company agrees (1) to pay to the Trustee from
time to time such compensation as the Company and the Trustee shall from time
to time agree in writing for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); and (2) except as otherwise
expressly provided herein, to promptly reimburse the Trustee upon its request
for all expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the compensation and
the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or
bad faith. The Company and each Guarantor jointly and severally agrees to
indemnify the Trustee, its directors, officers, agents and employees for, and
to hold them harmless against, any and all loss, damage, claim, liability or
expense incurred without negligence or bad faith on its part, including taxes
(other than taxes based upon, measured by or determined by the revenue or
income of the Trustee), arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim (whether asserted by the Company, a Holder or any
other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder. 


53






                    The
Trustee shall have a lien prior to the Securities as to all property and funds
held by it hereunder for any amount owing to it pursuant to this Section 6.07,
except with respect to funds held in trust for the benefit of the Holders of
particular Securities. 


                    When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01(7) or Section 5.01(8), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law. 


                    Notwithstanding
any provisions of this Indenture, the provisions of this Section shall survive
the resignation or removal of the Trustee and any satisfaction and discharge of
this Indenture. 


                    SECTION 6.08. Conflicting
Interests. If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. 


                    SECTION 6.09. Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has, or is a wholly owned subsidiary of a bank
holding company that has, a combined capital and surplus of at least
$50,000,000 and a Corporate Trust Office in the Borough of Manhattan, The City
of New York. If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of a Federal or State supervising or
examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article. 


                    SECTION 6.10. Resignation and
Removal; Appointment of Successor. (a) No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 6.11. 


                    (b)
The Trustee may resign at any time by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee in accordance
with the applicable requirements of Section 6.11 shall not have been delivered
to the Company and the resigning Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee. 


54






                    (c)
The Trustee may be removed at any time by Act of the Holders of a majority in
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company. If an instrument of acceptance by a successor Trustee in
accordance with the applicable requirements of Section 6.11 shall not have been
delivered to the Company and the Trustee being removed within 30 days after the
giving of such notice of removal, the Trustee being removed may petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee. 


                    (d)
If at any time: 


          (i)
the Trustee shall fail to comply with Section 6.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or 


          (ii)
the Trustee shall cease to be eligible under Section 6.09 and shall fail to
resign after written request therefor by the Company, any Guarantor or by any
such Holder, or 


          (iii)
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, (A) the Company or any Guarantor, in each case by a
Board Resolution, may remove the Trustee, or (B) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee. 


                    (e)
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee and
supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in accordance with the applicable requirements of Section 6.11, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee. 


55






                    (f)
The Company shall give notice of each resignation and each removal of the
Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.06. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office. 


                    (g)
The resignation or removal of the Trustee pursuant to this Section 6.10 shall
not affect the obligation of the Company to indemnify the Trustee pursuant to
Section 6.07(3) in connection with the exercise or performance by the Trustee
prior to its resignation or removal of any of its powers or duties hereunder. 


                    (h)
No Trustee under this Indenture shall be liable for any action or omission of
any successor Trustee. 


                    SECTION 6.11. Acceptance of
Appointment by Successor. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts. 


                    No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article. 


                    SECTION 6.12. Merger,
Conversion, Consolidation or Succession to Business. Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided, however, such corporation shall
be otherwise qualified and eligible under this Article, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. 


                    SECTION 6.13. Preferential
Collection of Claims Against the Company or a Guarantor. If and when
the Trustee shall be or become a creditor of the Company or a Guarantor (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company or such Guarantor (or any such other obligor). 


56






                    SECTION 6.14. Appointment of
Authenticating Agent. The Trustee may appoint an Authenticating
Agent or Agents which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption or partial purchase or pursuant
to Section 3.06, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by
an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section. Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any corporation succeeding to all or substantially all of the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.

 


                    

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section. 


57






                    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. 


                    If
an appointment is made pursuant to this Section, the Securities may have
endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form: 


                    This
is one of the Securities described in the within-mentioned Indenture. 


	
 

	
 

	
 

	
 

	
 


	
Dated: 

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
The Bank of
  New York, As Trustee 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By 

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
As Authentication Agent


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
Authorized Signatory





ARTICLE VII


Holders’ Lists and Reports by Trustee and
Company


                    SECTION 7.01. Company to
Furnish Trustee Names and Addresses of Holders. The Company will
furnish or cause to be furnished to the Trustee a list of the names and
addresses of the Holders in such form as the Trustee may reasonably request in
writing, within 30 days after the receipt by the Company of any such request,
as of a date not more than 15 days prior to the time such list is furnished;
excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar. 


                    SECTION 7.02. Preservation of
Information; Communications to Holders. (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 7.01 and the names and addresses of Holders received by
the Trustee in its capacity as Security Registrar, if so acting. 


                    (b)
The rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and duties of the Trustee, shall be as provided by the Trust Indenture
Act. 


                    (c)
Every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company, any Guarantor nor the Trustee
nor any agent of any of them shall be held accountable by reason of any
disclosure of information as to the names and addresses of Holders made
pursuant to the Trust Indenture Act. 


58







                    
SECTION 7.03. Reports by Trustee. (a) Within
60 days after May 15 of each year commencing May 15, 2009, the Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture to the extent required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant thereto.


                    (b)
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange upon which the Securities are
listed, with the Commission and with the Company. The Company will promptly
notify the Trustee in writing when the Securities are listed on any stock
exchange and of any delisting thereof.


                    SECTION
7.04. Reports
by Company. The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to the Trust
Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act shall be filed with the Trustee within 15 days after
the same is so required to be filed with the Commission.


                    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officer’s Certificates).


ARTICLE VIII




Consolidation, Merger, Conveyance, Transfer
or Lease 


                    SECTION
8.01. Company
May Consolidate, Etc. Only on Certain Terms. (A) The Company will
not, in any transaction or series of transactions, merge or consolidate with or
into, or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety to, any Person or
Persons, and (B) the Company will not permit any Restricted Subsidiary to
enter into any such transaction or series of transactions if such transaction
or series of transactions, in the aggregate, would result in a sale,
assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company or the Company
and its Restricted Subsidiaries, taken as a whole, to any other Person or
Persons, unless, in each of cases (A) and (B), at the time and after giving
effect thereto:


          (1)
either:


          (x)
if the transaction or transactions is a merger or consolidation, the Company,
or such Restricted Subsidiary, as the case may be, shall be the surviving
Person of such merger or consolidation, or


59






          (y)
the Person formed by such consolidation or into which the Company, or such
Restricted Subsidiary, as the case may be, is merged or to which the properties
and assets of the Company or such Restricted Subsidiary, as the case may be,
substantially as an entirety, are transferred, (any such surviving Person or
transferee Person being the “Surviving
Entity”) shall be a corporation organized and existing under the
laws of the United States of America, any state thereof or the District of
Columbia and shall expressly assume by a supplemental indenture executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company or such Restricted Subsidiary, as the case may be,
under the Securities, this Indenture and the Registration Rights Agreement and
this Indenture, the Securities, the Guarantees, if any, and the Registration Rights
Agreement shall remain in full force and effect;


          (2)
immediately after giving effect to such transaction or series of transactions
on a pro forma basis (including, without limitation, any Indebtedness incurred
or anticipated to be incurred in connection with or in respect of such
transaction or series of transactions), no Default or Event of Default shall
have occurred and be continuing; and


          (3)
except in the case of any merger of the Company with any wholly owned
Subsidiary of the Company or any merger of a Wholly Owned Restricted Subsidiary
of the Company with and into a Guarantor or merger of Guarantors (and in each
case, with no other Persons), (i) the Company or the Surviving Entity, as the
case may be, after giving effect to such transaction or series of transactions
on a pro forma basis (including, without limitation, any Indebtedness incurred
or anticipated to be incurred in connection with or in respect of such
transaction or series of transactions), could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under Section 10.08(i) or
(ii) on a pro forma basis the Consolidated Fixed Charge Coverage Ratio of the
Company would be equal to or greater than such ratio immediately prior to such
transaction.


                    In
connection with any consolidation, merger, transfer, lease, assignment or other
disposition contemplated by the foregoing provisions of this Section 8.01,
the Company shall deliver, or cause to be delivered, to the Trustee, in form
and substance reasonably satisfactory to the Trustee, an Officer’s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
transfer, lease, assignment, or other disposition and the supplemental
indenture in respect thereof (required under clause (1)(y) of this
Section 8.01) comply with the requirements of this Indenture. Each such
Officer’s Certificate shall set forth the manner of determination of the
ability to incur Indebtedness in accordance with clause (3) of this
Section 8.01.


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                    SECTION
8.02. Successor
Substituted. Except as otherwise provided by Section 13.05,
upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties
and assets of the Company in accordance with Section 8.01, the successor
Person formed by such consolidation or into which the Company or a Restricted
Subsidiary, as the case may be, is merged or the successor Person to which such
sale, assignment, conveyance, transfer, lease or disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of
the Company under the Securities, this Indenture and/or the Registration Rights
Agreement, as applicable, with the same effect as if such successor had been
named as the Company in the Securities, this Indenture and/or in the
Registration Rights Agreement, as the case may be and, except in the case of a
lease, the Company, or such Restricted Subsidiary, as the case may be, shall be
released and discharged from its obligations thereunder.


                    For
all purposes of this Indenture and the Securities (including the provisions of
this Article VIII and Sections 10.08, 10.09 and 10.12), Subsidiaries
of any Surviving Entity shall, upon consummation of such transaction or series
of related transactions, become Restricted Subsidiaries unless and until
designated Unrestricted Subsidiaries pursuant to and in accordance with
Section 10.18 and all Indebtedness, and all Liens on property or assets,
of the Company, and the Restricted Subsidiaries, as the case may be, in
existence immediately prior to such transaction or series of related
transactions will be deemed to have been incurred upon consummation of such
transaction or series of related transactions.


ARTICLE IX




Amendments; Waivers; Supplemental
Indentures 


                    SECTION
9.01. Amendments,
Waivers and Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, when authorized by a Board Resolution, the
Company and each Guarantor, and the Trustee, at any time and from time to time,
may together amend, waive or supplement this Indenture or the Securities, for
any of the following purposes:


          (i)
to evidence the succession of another Person to the Company or a Guarantor and
the assumption by any such successor of the covenants of the Company or such
Guarantor herein and in the Securities or such Guarantor’s Guarantee and to
evidence the assumption of obligations under this Indenture and a Guarantee
pursuant to Section 10.17; or


          (ii)
to add to the covenants of the Company or a Guarantor for the benefit of the
Holders, or to surrender any right or power herein conferred upon the Company
or a Guarantor; or


          (iii)
to secure the Securities; or


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          (iv)
to comply with any requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act; or


          (v)
to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this
Indenture which shall not be inconsistent with the provisions of this Indenture;


provided, however,
that (a) such amendment, waiver or supplement does not adversely affect
the rights of any Holder of Securities and (b) the Company shall have
delivered to the Trustee an Opinion of Counsel and Officer’s Certificate
stating that such action pursuant to clauses (i), (ii), (iii), (iv) or (v)
above is permitted by this Indenture. The Trustee shall not be obligated to
enter into any such amendment, waiver or supplemental indenture that adversely
affects its own rights, duties or immunities under this Indenture or otherwise.


                    SECTION
9.02. Modifications,
Amendments and Supplemental Indentures with Consent of Holders. With
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities, by Act of said Holders delivered to the Company and
the Trustee, the Company and the Guarantors, when authorized by Board
Resolutions, and the Trustee may together modify, amend or supplement this
Indenture or the Securities for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders under this Indenture; provided,
however,
that no such modification, amendment or supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,


          (i)
reduce the principal amount of, extend the Stated Maturity of or alter the
redemption provisions of, the Securities,


          (ii)
change the currency in which any Securities or any premium or the interest
thereon is payable,


          (iii)
reduce the percentage in principal amount of Outstanding Securities that must
consent to an amendment, supplement or waiver or consent to take any action
under this Indenture or the Securities or any Guarantee,


          (iv)
impair the right to institute suit for the enforcement of any payment on or
with respect to the Securities or any Guarantee,


          (v)
waive a default in payment with respect to the Securities or any Guarantee,


          (vi)
amend, change or modify in any material respect the obligation of the Company
to make and consummate a Change of Control Offer in respect of a Change of
Control that has occurred or make and consummate an Asset Sale Offer with
respect to any Asset Sale that has been consummated,


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          (vii)
reduce or change the rate or time for payment of interest on the Securities, or


          (viii)
modify or change any provision of this Indenture affecting the ranking of the
Securities or any Guarantee in a manner adverse to the Holders of the
Securities.


                    It
shall not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed amendment or supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


                    The
Trustee shall join with the Company and each Guarantor in the execution of such
amended or supplemental indenture unless such amended or supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such amendment or supplemental indenture.


                    SECTION
9.03. Execution
of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be provided with, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel and Officer’s
Certificate stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise; provided
that the Trustee shall enter into and execute all other supplemental indentures
which satisfy all applicable conditions under this Article IX.


                    SECTION
9.04. Effect
of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


                    SECTION
9.05. Conformity
with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.


                    SECTION
9.06. Reference
in Securities to Supplemental Indentures. Securities authenticated
and delivered after the execution of any supplemental indenture pursuant to
this Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture, provided
that any failure by the Trustee to make such notation shall not affect the
validity of the matter provided for in such supplemental indenture or any
Security or Guaranty hereunder. If the Company shall so determine, new
Securities or Guarantees so modified as to conform, in the opinion of the
Trustee, the Guarantors and the Company, to any such supplemental indenture may
be prepared and executed by the Company or Guarantor and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.


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                    SECTION
9.07. Waiver
of Certain Covenants. The Company may omit in any particular
instance to comply with any covenant or condition set forth in
Section 8.01, Sections 10.04 to 10.18, inclusive, and Section 10.21,
and pursuant to Section 9.01(ii), if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding
Securities shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect; provided,
however,
with respect to an Offer as to which an Offer to Purchase has been mailed, no
such waiver may be made or shall be effective against any Holder tendering
Securities pursuant to such Offer, and the Company may not omit to comply with
the terms of such Offer as to such Holder.


                    SECTION
9.08. No
Liability for Certain Persons. No director, officer, employee, or
stockholder of the Company, nor any director, officer or employee of any
Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Securities, the Guarantees or this Indenture based
on or by reason of such obligations or their creation. Each Holder by accepting
a Security waives and releases all such liability. The foregoing waiver and
release is an integral part of the consideration for the issuance of the
Securities and the Guarantees.


ARTICLE X




Covenants 


                    SECTION
10.01. Payment
of Principal, Premium and Interest. The Company shall duly and
punctually pay the principal of (and premium, if any) and interest on the
Securities in accordance with the terms of the Securities and this Indenture.
The Company will deposit or cause to be deposited with the Trustee or its
nominee, no later than the opening of business on the date of the Stated
Maturity of any Security or no later than the opening of business on the due
date for any installment of interest, all payments so due, which payments shall
be in immediately available funds on the date of such Stated Maturity or due
date, as the case may be.


                    SECTION
10.02. Maintenance
of Office or Agency. The Company shall maintain in the Borough of
Manhattan, The City of New York, an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company or any Guarantor in respect of the Securities, the Guarantees and
this Indenture may be served. The Company shall give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at a
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands. In the event any such notice or demands are so made or served on the
Trustee, the Trustee shall promptly forward copies thereof to the Company.


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                    The
Company may also from time to time designate one or more other offices or
agencies (in or outside the Borough of Manhattan, The City of New York) where
the Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York, for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.


                    The
Company hereby initially designates the Trustee as Paying Agent and Security
Registrar, and the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, located at 101 Barclay Street, Floor 8 West,
New York, New York 10286, Attention: Corporate Trust Administration, as one
such office or agency of the Company for each of the aforesaid purposes.


                    SECTION
10.03. Money
for Security Payments to be Held in Trust. If the Company shall at
any time act as its own Paying Agent, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee in writing
of its action or failure so to act.


                    Whenever
the Company shall have one or more Paying Agents, the Company will, prior to
11:00 a.m., New York City time, on each due date of the principal of (and
premium, if any) or interest on any Securities, deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee in writing of its action or failure so to act.


                    The
Company shall cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will: (i) comply with the provisions of the Trust Indenture Act
applicable to it as Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.


65






                    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by such Paying Agent; and, upon such payment by
any Paying Agent (other than the Company) to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.


                    Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided,
however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


                    SECTION
10.04. Existence;
Activities. Subject to Article VIII, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and material franchises; provided,
however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors of the Company in good faith shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.


                    SECTION
10.05. Maintenance
of Properties. The Company shall cause all material properties used
in the conduct of its business or the business of any Restricted Subsidiary to
be maintained and kept in good condition, repair and working order (regular
wear and tear excepted), all as in the judgment of the Company may be necessary
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in
this Section shall prevent the Company from disposing of any asset (subject to
compliance with Section 10.14) or from discontinuing the operation or
maintenance of any of such material properties if such discontinuance is, as
determined by the Company in good faith, desirable in the conduct of its
business or the business of any Restricted Subsidiary and not disadvantageous
in any material respect to the Holders.


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                    SECTION
10.06. Payment
of Taxes and Other Claims. The Company shall pay or discharge or
cause to be paid or discharged, before the same shall become delinquent,
(1) all taxes, assessments and governmental charges levied or imposed upon
the Company or any of its Restricted Subsidiaries or upon the income, profits
or property of the Company or any of its Restricted Subsidiaries, and (2) all
lawful material claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon property of the Company or any of its
Restricted Subsidiaries; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity
is being contested in good faith by appropriate proceedings.


                    SECTION
10.07. Maintenance
of Insurance. The Company shall, and shall cause its Restricted
Subsidiaries to, keep at all times all of their material properties which are
of an insurable nature insured against loss or damage with insurers believed by
the Company to be responsible to the extent that property of similar character
is usually so insured by corporations similarly situated and owning like
properties in accordance with good business practice. The Company shall, and
shall cause its Restricted Subsidiaries to, use the proceeds from any such
insurance policy to repair, replace or otherwise restore all material
properties to which such proceeds relate, provided, however, that the Company
shall not be required to repair, replace or otherwise restore any such material
property if the Company in good faith determines that such inaction is
desirable in the conduct of the business of the Company or any Restricted
Subsidiary and not disadvantageous in any material respect to the Holders.


                    SECTION
10.08. Limitation
on Indebtedness. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume,
guarantee or in any manner become directly or indirectly liable, contingently
or otherwise (in each case, to “incur”), for the payment of any Indebtedness
(including any Acquired Indebtedness) other than Permitted Indebtedness; provided,
however,
that (i) the Company will be permitted to incur Indebtedness (including
Acquired Indebtedness) if the Consolidated Fixed Charge Coverage Ratio of the
Company is at least 2:1, and (ii) United Rentals (NA) and its Subsidiaries that
are Restricted Subsidiaries will be permitted to incur Indebtedness (including
Acquired Indebtedness) if the Consolidated Fixed Charge Coverage Ratio of
United Rentals (NA) is at least 2:1, in each case, after giving pro forma
effect to (1) the incurrence of such Indebtedness and (if applicable) the
application of the net proceeds therefrom, including to refinance other
Indebtedness, as if such Indebtedness were incurred at the beginning of the
four full fiscal quarters immediately preceding such incurrence, taken as one
period; (2) the incurrence, repayment or retirement of any other
Indebtedness by the Company and its Restricted Subsidiaries since the first day
of such four-quarter period as if such Indebtedness was incurred, repaid or
retired at the beginning of such four-quarter period (except that, in making
such computation, the amount of Indebtedness under any revolving credit
facility shall be computed based upon the average daily balance of such
Indebtedness during such four-quarter period); and (3) any Asset Sale or
Asset Acquisition occurring since the first day of such four-quarter period
(including to the date of calculation) as if such acquisition or disposition
occurred at the beginning of such four-quarter period.


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                    SECTION
10.09. Limitation on Restricted Payments.The Company shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly:


          (a)
declare or pay any dividend or make any other distribution or payment on or in
respect of Capital Stock of the Company or any Restricted Subsidiary or make
any payment to the direct or indirect holders (in their capacities as such) of
Capital Stock of the Company or any Restricted Subsidiary (other than dividends
or distributions payable solely in Capital Stock of the Company (other than
Redeemable Capital Stock) or in options, warrants or other rights to purchase
Capital Stock of the Company (other than Redeemable Capital Stock)) (other than
the declaration or payment of dividends or other distributions to the extent
declared or paid to the Company or any Restricted Subsidiary);


          (b)
purchase, redeem, defease or otherwise acquire or retire for value any Capital
Stock of the Company or any Restricted Subsidiary or any options, warrants, or
other rights to purchase any such Capital Stock (other than any such securities
owned by the Company or a Restricted Subsidiary);


          (c)
make any principal payment on, or purchase, defease, repurchase, redeem or
otherwise acquire or retire for value, prior to any scheduled maturity,
scheduled repayment, scheduled sinking fund payment or other Stated Maturity,
any Subordinated Indebtedness (other than (i) any such Subordinated Indebtedness
owned by the Company or a Restricted Subsidiary, (ii) the purchase, repurchase
or other acquisition of Subordinated Indebtedness of the Company or a
Restricted Subsidiary purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within
one year of the date of purchase, repurchase or acquisition and (iii) the
giving of an irrevocable notice of redemption with respect to the transactions
described in subclauses (i), (ii) and (iii) of the next paragraph); or


          (d)
make any Investment (other than any Permitted Investment) in any Person,


(such payments
or Investments described in the preceding clauses (a), (b), (c) and (d)
are collectively referred to as “Restricted Payments”), unless, after giving
effect to the proposed Restricted Payment (the amount of any such Restricted
Payment, if other than cash, shall be the Fair Market Value of the asset(s)
proposed to be transferred by the Company or such Restricted Subsidiary, as the
case may be, pursuant to such Restricted Payment), (A) no Default or Event
of Default shall have occurred and be continuing, (B)(1) with respect to a
Restricted Payment by the Company, immediately after giving effect to such
Restricted Payment, the Company would be able to incur $1.00 of additional
Indebtedness and (2) with respect to a Restricted Payment by United Rentals
(NA) or any of its Subsidiaries which are Restricted
Subsidiaries, immediately after giving effect to such Restricted Payment,
United Rentals (NA) would be able to incur $1.00 of additional Indebtedness, in
each case other than Permitted Indebtedness and assuming a market rate of
interest with respect to any additional Indebtedness, and (C) the
aggregate amount of all Restricted Payments declared or made from and after the
Start Date would not exceed the sum of:


          (1)
50% of the aggregate Consolidated Net Income of the Company accrued on a
cumulative basis during the period (treated as one accounting period) beginning
on the Start Date and ending on the last day of the fiscal quarter of the
Company immediately preceding the date of such proposed Restricted Payment (or,
if such aggregate cumulative Consolidated Net Income of the Company for such
period shall be a deficit, minus 100% of such deficit);


68






          (2)
the aggregate net cash proceeds received by the Company as capital
contributions to the Company after the Start Date and which constitute
shareholders’ equity of the Company in accordance with GAAP;


          (3)
the aggregate net cash proceeds received by the Company from the issuance or
sale of Capital Stock (excluding Redeemable Capital Stock of the Company) of
the Company to any Person (other than an issuance or sale to a Subsidiary of
the Company and other than an issuance or sale to an employee stock ownership
plan or to a trust established by the Company or any Subsidiary of the Company
for the benefit of employees of the Company or any Subsidiary of the Company)
after the Start Date;


          (4)
the aggregate net cash proceeds received by the Company from any Person (other
than a Subsidiary of the Company) upon the exercise of any options, warrants or
rights to purchase shares of Capital Stock (other than Redeemable Capital
Stock) of the Company after the Start Date;


          (5)
the aggregate net cash proceeds received after the Start Date by the Company
from any Person (other than a Subsidiary of the Company) for debt securities
that have been converted or exchanged into or for Capital Stock of the Company
(other than Redeemable Capital Stock) (to the extent such debt securities were
originally sold by the Company for cash) plus the aggregate amount of cash
received by the Company (other than from a Subsidiary of the Company) in
connection with such conversion or exchange;


          (6)
in the case of the disposition or repayment of any Investment constituting a
Restricted Payment after the Start Date, an amount equal to the lesser of the
return of capital with respect to such Investment and the initial amount of
such Investment, in either case, less the cost of the disposition of such
Investment; and


          (7)
so long as the Designation (as defined in Section 10.18) thereof was
treated as a Restricted Payment made after the Start Date, with respect to any
Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary
in accordance with Section 10.18 below, the Fair Market Value of the
Company’s interest in such Subsidiary, provided,
however, that such amount shall not in any case exceed the
Designation Amount (as defined in Section 10.18) with respect to such
Restricted Subsidiary upon its Designation, minus
the Designation Amount (measured as of the date of Designation) with respect to
any Restricted Subsidiary that has been designated as an Unrestricted Subsidiary
after the Start Date in accordance with Section 10.18 below.


69






                    For
purposes of the preceding clause (C)(4), the value of the aggregate net
proceeds received by the Company upon the issuance of Capital Stock upon the
exercise of options, warrants or rights will be the net cash proceeds received
upon the issuance of such options, warrants or rights plus the incremental
amount received by the Company upon the exercise thereof.


                    None
of the foregoing provisions shall prohibit, so long, in the case of
clauses (v), (vi), (vii), (viii), (ix) and (xi) below, as there is no
Default or Event of Default continuing, (i) the payment of any dividend or
distribution or the consummation of any irrevocable redemption within
60 days after the date of its declaration or giving of the irrevocable
notice of redemption, if at the date of declaration or giving of the
irrevocable notice of redemption such payment would be permitted by the first
paragraph of this Section 10.09; (ii) the redemption, repurchase or other
acquisition or retirement of any shares of any class of Capital Stock of the
Company in exchange for, or out of the net cash proceeds of, a substantially
concurrent issue and sale of other shares of Capital Stock of the Company
(other than Redeemable Capital Stock of the Company) to any Person (other than
to a Subsidiary of the Company); provided,
however, that such net cash
proceeds are excluded from clause (C) of the first paragraph of this
Section 10.09; (iii)(A) any redemption, repurchase or other acquisition or
retirement of Subordinated Indebtedness by exchange for, or out of the net cash
proceeds of, a substantially concurrent issue and sale of (1) Capital
Stock of the Company (other than Redeemable Capital Stock) to any Person (other
than to a Subsidiary of the Company); provided,
however, that any such net cash
proceeds are excluded from clause (C) of the first paragraph of this
Section 10.09; or (2) Indebtedness of the Company so long as such
Indebtedness is Subordinated Indebtedness which (x) has no scheduled
principal payment prior to the 91st day after the Maturity Date, (y) has
an Average Life to Stated Maturity greater than the remaining Average Life to
Stated Maturity of the Securities and (z) is subordinated to the
Securities in the same manner and to the same extent as the Subordinated
Indebtedness so purchased, exchanged, redeemed, acquired or retired; and (B)
Restricted Payments made in connection with the Transactions;
(iv) Investments constituting Restricted Payments made as a result of the
receipt of non-cash consideration from any Asset Sale or other sale of assets
or property made pursuant to and in compliance with this Indenture;
(v) payments to purchase Capital Stock of the Company from officers of the
Company, pursuant to agreements in effect as of the Issue Date, in an amount
not to exceed $15,000,000 in the aggregate; (vi) payments (other than
those covered by clause (v)) to purchase Capital Stock of the Company from
management or employees of the Company or any of its Subsidiaries, or their
authorized representatives, upon the death, disability or termination of
employment of such employees, in aggregate amounts under this clause (vi)
not to exceed $1,000,000 in any fiscal year of the Company,(vii) Restricted
Payments made with Excluded Contributions, (viii) upon the occurrence of a
Change of Control and within 60 days after the completion of the offer to
repurchase the Securities pursuant to Section 10.13 (including the
purchase of the Securities tendered), any purchase or redemption of
Subordinated Indebtedness or any Capital Stock of the Company or any Restricted
Subsidiaries required pursuant to the terms thereof as a result of such Change
of Control at a purchase or redemption price not to exceed 101% of the
outstanding principal amount or liquidation amount thereof, plus accrued and
unpaid interest or dividends (if any); 


70






(ix) upon the
occurrence of an Asset Sale and within 60 days after the completion of an
Asset Sale Offer to repurchase the Securities pursuant to Section 10.14
(including the purchase of the Securities tendered), any purchase or redemption
of Subordinated Indebtedness or any Capital Stock of the Company or any
Restricted Subsidiaries required pursuant to the terms thereof as a result of
such Asset Sale at a purchase or redemption price not to exceed 100% of the
outstanding principal amount or liquidation amount thereof, plus accrued and
unpaid interest or dividends (if any); (x) payments by the Company to a direct
or indirect parent in an amount sufficient to enable it to pay (1) its
taxes, legal, accounting, payroll, benefits, incentive compensation, insurance
and corporate overhead expenses (including Commission, stock exchange and
transfer agency fees and expenses), (2) trade, lease, payroll, benefits,
incentive compensation and other obligations in respect of goods to be
delivered to, services (including management and consulting services) performed
for and properties used by, the Company and the Restricted Subsidiaries,
(3) the purchase price for Investments in other Persons, provided, however, that promptly following
such Investment either (x) such other Person either becomes a Restricted
Subsidiary or is merged or consolidated with, or transfers or conveys all or
substantially all of its assets to, the Company or a Restricted Subsidiary, or
(y) such Investment would otherwise be permitted under this Indenture if
made by the Company and such Investment is contributed or transferred by the
Company to a Restricted Subsidiary and (4) reasonable and customary
incidental expenses as determined in good faith by the Board of Directors of
the Company, (xi) cash payments in lieu of the issuance of fractional shares in
connection with the exercise of any warrants, options or other securities
convertible into or exchangeable for Capital Stock of the Company or any
Restricted Subsidiary, (xii) the deemed repurchase of Capital Stock on the
cashless exercise of stock options, (xiii) the payment of any dividend or
distribution by a Restricted Subsidiary to the holders of its Capital Stock on
a pro rata basis, (xiv) any Investment made in a Special Purpose Vehicle in
connection with a Securitization Transaction, which Investment consists of the
assets described in the definition of “Equipment Securitization Transaction” or
“Receivables Securitization Transaction”, (xv) Restricted Payments in an amount
not to exceed $100,000 in any fiscal year used to pay the expenses of United
Rentals Trust I and (xvi) other Restricted Payments in an aggregate amount
taken with all other Restricted Payments made from and after the Start Date
pursuant to this clause (xvi) not to exceed $882,300,000. Any payment made
pursuant to clauses (i), (v), (vi), (vii), (viii) or (ix) of this paragraph
shall be taken into account in calculating the amount of Restricted Payments
made from and after the Start Date.


                    SECTION
10.10. Limitation
on Preferred Stock of Restricted Subsidiaries. The Company shall not
permit any Restricted Subsidiary to issue any Preferred Stock other than
Preferred Stock issued to the Company or a Wholly Owned Restricted Subsidiary.
The Company shall not sell, transfer or otherwise dispose of Preferred Stock
issued by a Restricted Subsidiary or permit a Restricted Subsidiary to sell,
transfer or otherwise dispose of Preferred Stock issued by a Restricted
Subsidiary, other than to the Company or a Wholly Owned Restricted Subsidiary.
Notwithstanding the foregoing, nothing in this Section 10.10 shall prohibit
Preferred Stock (other than Redeemable Capital Stock) issued by a Person prior
to the time (A) such Person becomes a Restricted Subsidiary, (B) such
Person merges with or into a Restricted Subsidiary or (C) a Restricted
Subsidiary merges with or into such Person; provided, however, that such Preferred
Stock was not issued or incurred by such Person in anticipation of a
transaction contemplated by subclause (A), (B), or (C) above.


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                    SECTION
10.11. Limitation
on Transactions with Affiliates. The Company shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, enter into any
transaction or series of related transactions (including, without limitation,
the sale, transfer, disposition, purchase, exchange or lease of assets,
property or services) with, or for the benefit of, any of its Affiliates (other
than Restricted Subsidiaries), except (a) on terms that are no less
favorable to the Company or such Subsidiary, as the case may be, than those
which could have been obtained in a comparable transaction at such time from
Persons who are not Affiliates of the Company, (b) with respect to a
transaction or series of related transactions involving aggregate payments or
value equal to or greater than $2,000,000 the Company shall have delivered an
Officer’s Certificate to the Trustee certifying that such transaction or
transactions comply with the preceding clause (a), and (c) with respect to
a transaction or series of related transactions involving aggregate payments or
value equal to or greater than $5,000,000, such transaction or transactions
shall have been approved by a majority of the Disinterested Members of the
Board of Directors of the Company.


                    Notwithstanding
the foregoing, the restrictions set forth in this Section 10.11 shall not apply
to (i) transactions with or among the Company and the Restricted
Subsidiaries, (ii) customary directors’ fees, indemnification and similar
arrangements, consulting fees, employee salaries, bonuses or employment
agreements, compensation or employee benefit arrangements and incentive
arrangements with any officer, director or employee of the Company or any
Restricted Subsidiary entered into in the ordinary course of business,
(iii) any Restricted Payments made in compliance with Section 10.09,
(iv) loans and advances to officers, directors and employees of the
Company or any Restricted Subsidiary for travel, entertainment, moving and
other relocation expenses, in each case made in the ordinary course of
business, (v) the incurrence of intercompany Indebtedness which
constitutes Permitted Indebtedness, (vi) transactions pursuant to
agreements in effect on the Issue Date, (vii) the purchase of equipment
for its Fair Market Value from Terex Corporation or its Affiliates in the ordinary
course of business of each of Terex Corporation and the Company, (viii) any
sale, conveyance or other transfer of assets customarily transferred in a
Securitization Transaction to a Special Purpose Vehicle, (ix) transactions with
customers, clients, suppliers, joint venture partners, joint ventures,
including their members or partners, or purchasers or sellers of goods or
services, in each case in the ordinary course of business, including pursuant
to joint venture agreements, and otherwise in compliance with the terms of this
Indenture which are, in the aggregate (taking into account all the costs and
benefits associated with such transactions), materially no less favorable to
the Company or the applicable Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or that Restricted
Subsidiary with an unrelated person or entity, in the good faith determination
of the Company’s Board of Directors or its senior management, or are on terms
at least as favorable as might reasonably have been obtained at such time from
an unaffiliated party, (x) transactions described in, or permitted by,
clauses (vii) and (x) of the final paragraph of Section 10.09,
(xi) the issuance of Capital Stock, (xii) the pledge of Capital Stock of such
Unrestricted Subsidiary to such lenders to support the Indebtedness of such
Unrestricted Subsidiary owed to such lenders and (xiii) expenses of United
Rentals Trust I payable by the Company pursuant to the terms of the trust
agreement governing such trust.


72






                    SECTION
10.12. Limitation
on Liens. The Company shall not create, incur, assume or suffer to
exist any Lien (the “Initial Lien”) of any kind that secures
Indebtedness of which the Company is the primary obligor against or upon any of
its property or assets, or any proceeds therefrom, unless the Securities are
equally and ratably secured (except that Liens securing Subordinated
Indebtedness shall be expressly subordinate to Liens securing the Securities to
the same extent such Subordinated Indebtedness is subordinate to the
Securities), except for Permitted Liens. Any Lien created for the benefit of
the Holders of the Securities pursuant to the preceding sentence shall provide
by its terms that such Lien shall be automatically and unconditionally released
and discharged upon the release and discharge of the Initial Lien.


                    SECTION
10.13. Change
of Control. (a) On or before the 30th day after the date of the
occurrence of a Change of Control (the “Change of Control Date”), the Company
shall make an Offer to Purchase (a “Change of Control Offer”) on a Business
Day not more than 60 nor less than 30 days following the occurrence of the
Change of Control (the “Change of Control Purchase Date”), all of
the then Outstanding Securities tendered at a purchase price in cash (the “Change of
Control Purchase Price”) equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, thereon to the Change of
Control Purchase Date. The Company shall be required to purchase all Securities
tendered into the Change of Control Offer and not withdrawn. The Change in
Control Offer shall remain open for at least 20 Business Days.


                    (b)
On the Change of Control Purchase Date, the Company shall (i) accept for
payment Securities or portions thereof (not less than $1,000 principal amount
and integral multiples thereof) tendered pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent money, in immediately available
funds, sufficient to pay the purchase price of all Securities or portions
thereof so tendered and accepted and (iii) deliver to the Trustee the
Securities so accepted together with an Officer’s Certificate setting forth the
Securities or portions thereof tendered to and accepted for payment by the
Company. The Paying Agent shall promptly mail or deliver to the Holders of
Securities so accepted payment in an amount equal to the purchase price, and
the Trustee shall promptly authenticate and make available for delivery to such
Holders a new Security of like tenor equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Change of Control Offer not
later than the third Business Day following the Change of Control Purchase
Date.


                    (c)
The Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements
applicable to a Change of Control Offer made by the Company and purchases all
Securities validly tendered and not withdrawn under such Change of Control
Offer.


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                    (d)
The Company shall comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder, to the extent such laws or
regulations are applicable, in the event that a Change of Control occurs and
the Company is required to purchase Securities as described above.


                    (e)
Upon the occurrence of a Change of Control, the Company shall not repurchase
any Subordinated Indebtedness of the Company pursuant to an offer to purchase
or otherwise until (1) the requirements of this Section 10.13 have
been satisfied or (2) the Company shall have obtained the requisite
consent under this Indenture to permit the repurchase of such Subordinated
Indebtedness.


                    SECTION
10.14. Disposition
of Proceeds of Asset Sales. The Company will not, and will not
permit any Restricted Subsidiary to, make any Asset Sale unless (a) the
Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the shares or assets sold or otherwise disposed of and (b) at
least 75% of such consideration consists of cash or Cash Equivalents or
Replacement Assets (as defined below); provided, however, that (i) the
amount of any liabilities (as shown on the most recent balance sheet of the
Company or such Restricted Subsidiary) of the Company or such Restricted
Subsidiary that are assumed by the transferee of such assets and (ii) any
securities, notes or other obligations received by the Company or such
Restricted Subsidiary from such transferee that are converted within
90 days into cash or Cash Equivalents (to the extent of the cash or Cash
Equivalents received) shall be deemed to be cash for the purposes of this
provision; provided
further, that the 75% limitation referred to in clause (b) will
not apply to any Asset Sale in which the cash or Cash Equivalent portion of the
consideration received therefrom, determined in accordance with the foregoing
provision, is equal to or greater than what the after-tax proceeds would have
been had such Asset Sale complied with the aforementioned 75% limitation.


                    Within
390 days after the receipt of any Net Cash Proceeds of any Asset Sale, the Company
or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds
from such Asset Sale to:


          (a)
permanently reduce: 


                    (i)
Obligations under the Credit Agreement; and to correspondingly reduce
commitments with respect thereto; 


                    (ii)
Obligations under Senior Indebtedness that is secured by a Lien, which Lien is
permitted by this Indenture, and to correspondingly reduce commitments with
respect thereto; or


                    (iii)
Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the
Company or another Restricted Subsidiary; or


          (b)
an investment in properties and assets that replace the properties and assets
that were the subject of such Asset Sale or in properties and assets that are
used or useful in the business of the Company and its Restricted Subsidiaries
conducted at such time or in businesses reasonably related thereto or in
Capital Stock of a Person, the principal portion of whose assets consist of
such property or assets (“Replacement
Assets”).


74






                    Any
Net Cash Proceeds from any Asset Sale that are not applied or invested in
accordance with paragraphs (a) and (b) above within such 390-day period
constitute “Excess Proceeds” subject to disposition as provided below.


                    When
the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the
Company shall make an offer to purchase (an “Asset
Sale Offer”), from all holders of the Securities, an aggregate
principal amount of Securities equal to such Excess Proceeds, at a price in
cash equal to 100% of the outstanding principal amount thereof plus accrued and
unpaid interest, if any, thereon to the Purchase Date (the “Asset Sale Offer Price”). To the extent
that the aggregate principal amount of Securities tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company may use such
deficiency for general corporate purposes. The Securities shall be purchased by
the Company, at the option of the Holder thereof, in whole or in part in
integral multiples of $1,000, on a date that is not earlier than 30 days
and not later than 60 days from the date the notice is given to Holders,
or such later date as may be necessary for the Company to comply with the requirements
under the Exchange Act. If Securities purchasable at an aggregate Purchase
Price in excess of the Purchase Amount are tendered and not withdrawn pursuant
to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a
pro rata basis, based on the Purchase Price therefor, or such other method as
the Trustee shall deem fair and appropriate (subject in each case to applicable
rules of the Depositary and any securities exchange upon which the Securities
may then be listed), with such adjustments as may be deemed appropriate so that
only Securities in denominations of $1,000 principal face amount or integral
multiples thereof shall be purchased. Notwithstanding the foregoing, if the
Company is required to commence an Asset Sale Offer at any time when securities
of the Company ranking pari passu
in right of payment with the Securities are outstanding and the terms of such
securities provide that a similar offer must be made with respect to such other
securities, then the Asset Sale Offer for the Securities shall be made
concurrently with such other offers and securities of each issue will be
accepted on a pro rata basis in proportion to the aggregate principal amount of
securities of each issue which the holders thereof elect to have purchased. Any
Asset Sale Offer will be made only to the extent permitted under, and subject
to prior compliance with, the terms of agreements governing Senior
Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess
Proceeds shall be reset to zero.


                    On
the Purchase Date under this Section 10.14, the Company shall
(i) accept for payment (subject to proration as described in the Offer to
Purchase) Securities or portions thereof tendered pursuant to the Asset Sale
Offer, (ii) deposit with the Paying Agent money, in immediately available
funds, sufficient to pay the purchase price of all Securities or portions
thereof so tendered and accepted and (iii) deliver to the Trustee the
Securities so accepted together with an Officer’s Certificate setting forth the
Securities or portions thereof tendered to and accepted for payment by the
Company. The Paying Agent shall promptly mail or deliver to the Holders of
Securities so accepted payment in an amount equal to the purchase price, and
the Trustee shall promptly authenticate and make available for delivery to such
Holders a new Security of like tenor equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer not later
than the third business Day following the Asset Sale Offer Purchase Date.


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                    The
Company shall comply with Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder, to the extent such laws and
regulations are applicable, in the event that an Asset Sale occurs and the
Company is required to purchase Securities as described above.


                    SECTION
10.15. Limitation
on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make
any other distributions on or in respect of its Capital Stock or any other interest
or participation in, or measured by, its profits, (b) pay any Indebtedness
owed to the Company or any other Restricted Subsidiary, (c) make loans or
advances to the Company or any other Restricted Subsidiary, (d) transfer
any of its properties or assets to the Company or any other Restricted
Subsidiary or (e) guarantee any Indebtedness of the Company or any other
Restricted Subsidiary, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law or any applicable rule,
regulation or order, (ii) customary non-assignment provisions of any
contract or any lease governing a leasehold interest of the Company or any
Restricted Subsidiary, (iii) customary restrictions on transfers of
property subject to a Lien permitted under this Indenture, (iv) the Credit
Agreement, as in effect on the Issue Date, (v) any agreement or other
instrument of a Person acquired by the Company or any Restricted Subsidiary in
existence at the time of such acquisition (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person, or the property
or assets of the Person, so acquired, (vi) contractual encumbrances or
restrictions contained in other Indebtedness of the Company or any Guarantor
permitted to be incurred pursuant to an agreement entered into subsequent to
the date of this Indenture in accordance with Section 10.08, provided that (1)
the provisions relating to such encumbrance or restriction contained in such
Indebtedness are no less favorable to the Company, taken as a whole, as
determined by the Board of Directors of the Company in good faith than the
provisions contained in the Credit Agreement or the indentures governing the 61⁄2%
Notes, the 73⁄4% Notes, the 17/8% Convertible Notes and the 7% Notes, in each
case, as in effect on the Issue Date or (2) any such encumbrance or restriction
contained in such Indebtedness does not prohibit (except upon a default or
event of default thereunder) the payment of dividends in an amount sufficient
to make scheduled payments of interest on the Securities when due, (vii) an
agreement entered into for the sale or disposition of Capital Stock or assets
of a Restricted Subsidiary or an agreement entered into for the sale of
specified assets (in either case, so long as such encumbrance or restriction,
by its terms, terminates on the earlier of the termination of such agreement or
the consummation of such agreement and so long as such restriction applies only
to the Capital Stock or assets to be sold), (viii) any agreement in effect
on the Issue Date, (ix) this Indenture and the Guarantees, (x) the
indentures governing the 61⁄2% Notes, the 73⁄4% Notes, the 17/8% Convertible
Notes and the 7% Notes, (xi) joint venture agreements and other similar
agreements entered into in the ordinary course of business that prohibit
actions of the type described in clauses (a), (c), (d) and (e) above, (xii) any
agreement entered into with respect to a Special Purpose Vehicle in connection
with a Securitization Transaction, containing customary restrictions required
by the institutional sponsor or arranger of such Securitization Transaction in
similar types of documents relating to the purchase of similar assets in
connection with the financing thereof, (xiii) restrictions relating to Foreign
Subsidiaries contained in Indebtedness Incurred pursuant to clause (k) of the
definition of “Permitted Indebtedness,” and (xiv) any agreement that
amends, extends, refinances, renews or replaces any agreement described in the
foregoing clauses, provided, however, that the terms and
conditions of any such agreement are not materially less favorable to the
Holders of the Securities with respect to such dividend and payment
restrictions than those under or pursuant to the agreement amended, extended,
refinanced, renewed or replaced.


76






                    SECTION
10.16. Limitation
on Sale/Leaseback Transactions. (a) The Company shall not, and shall
not permit any Restricted Subsidiary to, enter into any Sale/Leaseback
Transaction with respect to any property unless:


          (1)(A)
in the case of the Company, the Company would be entitled to incur Indebtedness
in an amount equal to the Attributable Debt with respect to such Sale/Leaseback
Transaction pursuant to Section 10.08, and (B) in the case of United
Rentals (NA) and any of its Subsidiaries which are Restricted Subsidiaries,
United Rentals (NA) or such Restricted Subsidiary would be entitled to incur
Indebtedness in an amount equal to the Attributable Debt with respect to such
Sale/Leaseback Transaction pursuant to Section 10.08; 


          (2)
the Company or such Restricted Subsidiary would be entitled to create a Lien on
such property securing such Attributable Debt without equally and ratably
securing the Securities pursuant to Section 10.12;


          (3)
the net proceeds received by the Company or any Restricted Subsidiary in
connection with such Sale/Leaseback Transaction are at least equal to the fair
value (as determined by the Company’s Board of Directors) of such property; and


          (4)
the Company applies the proceeds of such transaction in compliance with
Section 10.14.


                    (b)
Notwithstanding clauses (1)(B), (2) and (3) of this Section 10.16,
the Company and the Restricted Subsidiaries may enter into Sale/Leaseback
Transactions with respect to rental fleet equipment.


                    SECTION
10.17. Subsidiary
Guaranties. The Company will cause each Domestic Subsidiary that
guarantees any Indebtedness of the Company or any Guarantor of which the
Company or such Guarantor is the primary obligor to at the same time execute
and deliver to the Trustee a Guaranty Agreement pursuant to which such Domestic
Subsidiary will guarantee payment of the Securities on the same terms and
conditions as those set forth in this Indenture. This Section 10.17 shall
not apply to any of the Company’s Subsidiaries that have been properly
designated as an Unrestricted Subsidiary or as a Special Purpose Vehicle, or to
any guarantees by a Domestic Subsidiary of obligations under the Credit
Agreement.


77







                    SECTION
10.18. Limitations on Designation of
Unrestricted Subsidiaries.
(a)  The Company may designate
any Restricted Subsidiary as an “Unrestricted Subsidiary” under this Indenture
(a “Designation”) only if: 


          (i)
no Default shall have occurred and be continuing at the time of or after giving
effect to such Designation; 


          (ii)
the Company would be permitted to make an Investment (other than a Permitted
Investment, except a Permitted Investment covered by clause (xii) of the
definition thereof) at the time of Designation (assuming the effectiveness of
such Designation) pursuant to the first paragraph of Section 10.09 in an amount
(the “Designation Amount”) equal
to the Fair Market Value of the Company’s interest in such Subsidiary on such
date calculated in accordance with GAAP; and 


          (iii)
the Company would be permitted under this Indenture to incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
10.08(i) at the time of such Designation (assuming the effectiveness of such
Designation). 


                    In
the event of any such Designation, the Company shall be deemed to have made an
Investment constituting a Restricted Payment pursuant to Section 10.09 for
all purposes of this Indenture in the Designation Amount.


                    The
Company shall not, and shall not cause or permit any Restricted Subsidiary to,
at any time (x) provide credit support for or subject any of its property
or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the
satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness), (y) be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary or (z) be directly or indirectly liable for any Indebtedness
which provides that the holder thereof may (upon notice, lapse of time or both)
declare a default thereon or cause the payment thereof to be accelerated or
payable prior to its final scheduled maturity upon the occurrence of a default
with respect to any Indebtedness of any Unrestricted Subsidiary (including any
right to take enforcement action against such Unrestricted Subsidiary), except
any non-recourse guarantee given solely to support the pledge by the Company or
any Restricted Subsidiary of the Capital Stock of an Unrestricted Subsidiary.
All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to
be Unrestricted Subsidiaries.


78






                    (b)
The Company may revoke any Designation of a Subsidiary as an Unrestricted
Subsidiary (a “Revocation”) if:


          (i)
no Default shall have occurred and be continuing at the time of and after
giving effect to such Revocation, and



          (ii)
all Liens and Indebtedness of such Unrestricted Subsidiary outstanding
immediately following such Revocation would, if incurred at such time by a
Restricted Subsidiary, have been permitted to be incurred for all purposes of
this Indenture.


                    (c)
All Designations and Revocations must be evidenced by Board Resolutions of the
Company delivered to the Trustee certifying compliance with the foregoing
provisions.


                    SECTION
10.19. Provision
of Financial Information. For so long as the Securities are
outstanding, whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, or any successor provision thereto, the Company
shall file with the Commission (if permitted by Commission practice and
applicable law and regulations) the annual reports, quarterly reports and other
documents which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) or any successor
provision thereto if the Company were so subject, such documents to be filed
with the Commission on or prior to the respective dates (the “Required
Filing Dates”) by which the Company would have been required so to
file such documents if the Company were so subject. If, notwithstanding the
preceding sentence, filing such documents by the Company with the Commission is
not permitted by Commission practice or applicable law or regulations, the
Company will transmit (or cause to be transmitted) by mail to the Trustee and
all Holders of the Securities, as their names and addresses appear in the
Securities Register, copies of such documents within 15 days after the
Required Filing Date. In addition, for so long as any Securities remain
outstanding, the Company will furnish to the Holders of Securities and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act, and, to any beneficial Holder of Securities, if not obtainable
from the Commission, information of the type that would be filed with the
Commission pursuant to the foregoing provisions upon the request of any such
Holder.


                    SECTION
10.20. Statement
by Officers as to Default; Compliance Certificates. (a) The Company
shall deliver to the Trustee, prior to March 31 in each year commencing
with the year beginning on January 1, 2009, an Officer’s Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder), and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which he may have knowledge.


                    (b)
The Company shall deliver to the Trustee, as soon as possible and in any event
within five days after the Company becomes aware of the occurrence of a Default
or an Event of Default, an Officer’s Certificate setting forth the details of
such Default or Event of Default, and the action which the Company proposes to
take with respect thereto.


79






                    SECTION
10.21. Designation
of “Designated Senior Indebtedness”. The Company shall not designate
any Indebtedness other than Indebtedness Incurred under the Credit Agreement as
“Designated Senior Indebtedness” under the 17/8% Convertible Notes, the 7% Notes or the 73⁄4% Notes. The
Securities issued pursuant to this Indenture have not been designated as “Designated
Senior Indebtedness” under the 17/8%
Convertible Notes, the 7% Notes or the 73⁄4% Notes.


ARTICLE XI


Redemption of Securities 


                    SECTION
11.01. Right
of Redemption. The Securities are redeemable at the option of the
Company, in whole or in part, at any time at a redemption price equal to 100%
of the outstanding principal amount thereof, plus accrued and unpaid interest,
if any, thereon to the Redemption Date.


                    SECTION
11.02. Applicability
of Article. Redemption of Securities at the election of the Company,
as permitted by this Indenture and the provisions of the Securities, shall be
made in accordance with such provisions and this Article.


                    SECTION
11.03. Election
to Redeem; Notice to Trustee. The election of the Company to redeem
any Securities pursuant to Section 11.01 shall be evidenced by a Board
Resolution. In the event of any redemption at the election of the Company
pursuant to Section 11.01, the Company shall notify the Trustee in writing,
in case of a redemption of less than all the Securities, at least 60 days,
and in the case of a redemption of all the Securities, at least 40 days,
prior to the Redemption Date fixed by the Company (in each case, unless a
shorter notice shall be satisfactory to the Trustee) of such Redemption Date
and of the principal amount of Securities to be redeemed.


                    SECTION
11.04. Selection
by Trustee of Securities to Be Redeemed. In the event that less than
all of the Securities are to be redeemed at any time, selection of such
Securities for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which
the Securities are listed or, if the Securities are not then listed on a national
securities exchange, on a pro rata basis, to the extent practicable (subject to
the rules of the Depositary); provided, however, that Securities
shall only be redeemable in amounts of $2,000 or an integral multiple of $1,000
thereof.


                    The
Trustee shall promptly notify the Company and each Security Registrar in
writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.


                    For
all purposes of this Indenture and of the Securities, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.


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                    SECTION
11.05. Notice
of Redemption. Notice of redemption shall be given by first class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
to the Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register, except that redemption notices may
be mailed more than 60 days prior to the Redemption Date if the notice of
redemption is issued in connection with (i) a satisfaction and discharge
of securities in accordance with Article IV or (ii) a defeasance in
accordance with Article XII.


                    All
notices of redemption shall identify the Securities to be redeemed (including,
if used, CUSIP or CINS numbers) and shall state:


          (i)
the Redemption Date;


          (ii)
the Redemption Price;


          (iii)
if less than all the Outstanding Securities are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Securities to be redeemed;


          (iv)
that on the Redemption Date the Redemption Price will become due and payable
upon each such Security to be redeemed and that interest thereon will cease to
accrue on and after such Redemption Date; and


          (v)
the place or places where such Securities are to be surrendered for payment of
the Redemption Price.


                    Notices
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company and shall be irrevocable; provided in
the latter case the Company will give the Trustee at least 10 days prior notice
of the date the notice is to be given.


                    SECTION
11.06. Deposit
of Redemption Price. Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date) any
applicable accrued interest on, all the Securities which are to be redeemed on
that date.


                    SECTION
11.07. Securities
Payable on Redemption Date. Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and any applicable accrued interest) interest shall cease to
accrue on such Securities or portions thereof. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with any applicable accrued and
unpaid interest to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more predecessor
securities, registered as such at the close of business on the relevant record
dates according to their terms and the provisions of Section 3.07.


81






                    If
any Security called for redemption in accordance with the election of the
Company made pursuant to Section 11.01 shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate provided by the Security.


                    SECTION
11.08. Securities
Redeemed in Part. Any Security which is to be redeemed only in part
shall be surrendered at an office or agency of the Company designated for that
purpose pursuant to Section 10.02 (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder, in aggregate principal amount at
Stated Maturity equal to and in exchange for the unredeemed portion of the
principal amount at Stated Maturity of the Security so surrendered.


                    SECTION
11.09. Applicable
High Yield Discount Obligations. If the Securities would otherwise
constitute “applicable high yield discount obligations” within the meaning of
Section 163(i)(l) of the Code, at the end of each “accrual period” (as defined
in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the
Securities’ issuance (each, an “AHYDO Redemption Date”), the Company will
be required to redeem for cash a portion of each Security then outstanding
equal to the “Mandatory Principal Redemption Amount” (each such redemption, a “Mandatory
Principal Redemption”). The redemption price for the portion of each
Security redeemed pursuant to any Mandatory Principal Redemption will be 100%
of the principal amount of such portion plus any accrued interest thereon on
the date of redemption. “Mandatory Principal Redemption Amount”
means, as of each AHYDO Redemption Date, the portion of a Security required to
be redeemed to prevent such Security from being treated as an “applicable high
yield discount obligation” within the meaning of Section 163(i)(l) of the Code.
No partial redemption or repurchase of the Securities prior to any AHYDO
Redemption Date will alter the Company’s obligation to make the Mandatory
Principal Redemption with respect to any Securities that remain outstanding on
such AHYDO Redemption Date. 


ARTICLE XII


Defeasance and Covenant Defeasance 


                    SECTION
12.01. Company’s
Option to Effect Defeasance or Covenant Defeasance. The Company may
elect, at its option at any time, to have Section 12.02 or
Section 12.03 applied to the Outstanding Securities (as a whole and not in
part) upon compliance with the conditions set forth below in this Article. Any
such election shall be evidenced by a Board Resolution.


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                    SECTION
12.02. Defeasance
and Discharge. Upon the Company’s exercise of its option to have
this Section applied to the Outstanding Securities (as a whole and not in
part), the Company shall be deemed to have been discharged from its obligations
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 12.04 are satisfied (hereinafter
called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire Indebtedness represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of Outstanding
Securities to receive, solely from the trust fund described in
Section 12.04 and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Securities
when payments are due, (2) the Company’s obligations with respect to such
Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article. Subject to compliance with this Article, the Company may
exercise its option to have this Section applied to the Outstanding Securities
(as a whole and not in part) notwithstanding the prior exercise of its option
to have Section 12.03 applied to such Securities.


                    SECTION
12.03. Covenant
Defeasance. Upon the Company’s exercise of its option to have this
Section applied to the Outstanding Securities (as a whole and not in part),
(i) the Company shall be released from its obligations under
Section 8.01(3), Sections 10.05 through 10.19, inclusive, Section
10.21, and any covenant provided pursuant to Section 9.01(ii) and the
Guarantors shall be released from their obligations under Article XIII and
the Guarantees, and (ii) the occurrence of any event specified in
Sections 5.01(3) and 5.01(4) (with respect to Section 8.01(3) and any
of Sections 10.05 through 10.19, inclusive, and Section 10.21, and any
such covenants provided pursuant to Section 9.01(ii)), shall be deemed not
to be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 12.04 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of
Section 5.01(3) or 5.01(4)), whether directly or indirectly, by reason of
any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


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                    SECTION
12.04. Conditions
to Defeasance or Covenant Defeasance. The following shall be the
conditions to the application of Section 12.02 or Section 12.03 to
the Outstanding Securities:


          (1)
The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 6.09 and agrees to comply with the provisions of this Article
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (A) money in an
amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount, or (C) a combination thereof, in each case sufficient,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
any such other qualifying trustee) to pay and discharge, the principal of,
premium, if any, and any installment of interest on such Securities on the
respective Stated Maturities or Redemption Date thereof, in accordance with the
terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and credit
of the United States of America is pledged or (ii) an obligation of a
Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued by a
bank (as defined in Section 3(a) (2) of the Securities Act) as custodian
with respect to any U.S. Government Obligation which is specified in
clause (x) above and held by such bank for the account of the holder of
such depositary receipt, or with respect to any specific payment of principal
of or interest on any U.S. Government Obligation which is so specified and
held, provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal or interest evidenced by such depositary receipt.


          (2)
In the event of an election to have Section 12.02 apply to the Outstanding
Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date
of this instrument, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or
loss for federal income tax purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not to
occur.


          (3)
In the event of an election to have Section 12.03 apply to the Outstanding
Securities, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would be the case if such deposit and Covenant Defeasance were
not to occur.


84






          (4)
No Default or Event of Default with respect to the Outstanding Securities shall
have occurred and be continuing at the time of such deposit (excluding a
Default or Event of Default due to a breach of Section 10.08 or 10.12
which arises due to the borrowing of funds applied to such deposit).


          (5)
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest with respect to any securities of the Company or any
Guarantor.


          (6)
Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other material agreement or
instrument to which the Company or any Subsidiary is a party or by which it is
bound (excluding a Default or Event of Default due to a breach of
Section 10.08 or 10.12 which arises due to the borrowing of funds applied
to such deposit).


          (7)
The Company shall have delivered to the Trustee an Opinion of Counsel (which
opinion may be subject to customary assumptions and exceptions) to the effect
that after the 91st day following the deposit, the trust funds will
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.


          (8)
The Company shall have delivered to the Trustee an Officer’s Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of the Securities over the other creditors of the
Company or any Guarantor with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or any Guarantor or others.


          (9)
No event or condition shall exist that would prevent the Company from making
payments of the principal of, premium, if any, and interest on the Securities
on the date of such deposit or at any time ending on the 91st day
after the date of such deposit.


          (10)
The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent under this
Indenture to either Defeasance or Covenant Defeasance, as the case may be, have
been complied with.


                    SECTION
12.05. Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions. Subject to the provisions of the last paragraph of
Section 10.03, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 12.06, the Trustee and
any such other trustee are referred to collectively as the “Trustee”) pursuant
to Section 12.04 in respect of the Outstanding Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.


85






                    The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 12.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.


                    Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 12.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to the Outstanding Securities.


                    SECTION
12.06. Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in accordance
with this Article with respect to any Securities by reason of any order or
judgment of any court or governmental authority enjoining, restraining, or
otherwise prohibiting such application, then the obligations under this
Indenture, such Securities and the Guarantees from which the Company and the
Guarantors have been discharged or released pursuant to Section 12.02 or
12.03 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as
the Trustee or Paying Agent is permitted to apply all money held in trust
pursuant to Section 12.05 with respect to such Securities in accordance
with this Article; provided, however, that if the Company
makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.


ARTICLE XIII


Guarantee 


                    SECTION
13.01. Guarantee.
Each Guarantor hereby unconditionally and irrevocably guarantees on a senior
unsecured basis, jointly and severally, to each Holder and to the Trustee and
its successors and assigns (a) the full and prompt payment (within
applicable grace periods) of principal of and interest on the Securities when
due, whether at maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Company under this Indenture and the
Securities and (b) the full and prompt performance within applicable grace
periods of all other obligations of the Company under this Indenture and the
Securities (all the foregoing being hereinafter collectively called the “Guaranty
Obligations”). Each Guarantor further agrees that the Guaranty
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Guarantor, and that such Guarantor will remain bound
under this Article XIII notwithstanding any extension or renewal of any
Guaranty Obligation.


86






                    To
the extent that any Guarantor shall be required to pay any amounts on account
of the Securities pursuant to a Guarantee in excess of an amount calculated as
the product of (i) the aggregate amount payable by the Guarantors on
account of the Securities pursuant to their respective Guarantees times
(ii) the proportion (expressed as a fraction) that such Guarantor’s net
assets (determined in accordance with GAAP) at the date enforcement of the
Subsidiary Guaranties is sought bears to the aggregate net assets (determined
in accordance with GAAP) of all Guarantors at such date, then such Guarantor
shall be reimbursed by the other Guarantors for the amount of such excess, pro
rata, based upon the respective net assets (determined in accordance with GAAP)
of such other Guarantors at the date enforcement of the Subsidiary Guaranties
is sought. This paragraph is intended only to define the relative rights of
Guarantors as among themselves, and nothing set forth in this paragraph is
intended to or shall impair the joint and several obligations of the Guarantors
under their respective Subsidiary Guaranties.


                    The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under any Guarantee.


                    Each
Guarantor waives presentation to, demand of payment from and protest to the
Company of any of the Guaranty Obligations and also waives notice of protest
for nonpayment. Each Guarantor waives notice of any default under the
Securities or the Guaranty Obligations. The obligations of each Guarantor
hereunder shall not be affected by (a) the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any right or remedy against
the Company or any other Person under this Indenture, the Securities or any
other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms
or provisions of this Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Guaranty Obligations or any of them; (e) the failure of any Holder or
Trustee to exercise any right or remedy against any other guarantor of the
Guaranty Obligations; or (f) any change in the ownership of any Guarantor
(subject to Section 13.05).


                    Each
Guarantor further agrees that its Guarantee herein constitutes a guaranty of
payment, performance and compliance when due (and not a guaranty of collection)
and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Guaranty Obligations.


                    To
the fullest extent permitted by law, the obligations of each Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guaranty Obligations or
otherwise. Without limiting the generality of the foregoing, to the fullest
extent permitted by law, the obligations of each Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Guaranty Obligations, or by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner
or to any extent vary the risk of such Guarantor or would otherwise operate as
a discharge of each Guarantor as a matter of law or equity.


87






                    Each
Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Guaranty Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy
or reorganization of the Company or otherwise.


                    In
furtherance of the foregoing and not in limitation of any other right which any
Holder or the Trustee has at law or in equity against each Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on
any Guaranty Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise (within applicable grace
periods), or to perform or comply with any other Guaranty Obligation (within
applicable grace periods), each Guarantor hereby promises to and shall, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid,
in cash, to the Holders or the Trustee an amount equal to the sum of
(i) the unpaid principal amount of such Guaranty Obligations,
(ii) accrued and unpaid interest on such Guaranty Obligations (but only to
the extent not prohibited by law) and (iii) all other monetary Guaranty
Obligations of the Company to the Holders and the Trustee.


                    Each
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Guaranty Obligations Guaranteed
hereby until payment in full of all Guaranty Obligations. Each Guarantor
further agrees that, as between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the
Guaranty Obligations guaranteed hereby may be accelerated as provided in
Article V for the purposes of its Guarantee herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect
of the Guaranty Obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such Guaranty Obligations as provided in
Article V, such Guaranty Obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purposes of
this Section.


                    Each
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder
in enforcing any rights under this Section.


                    SECTION
13.02. Limitation
on Liability. Any term or provision of this Indenture to the
contrary notwithstanding, the maximum aggregate amount of the obligations
guaranteed hereunder by each Guarantor shall not exceed the maximum amount that
can be hereby guaranteed without rendering this Indenture, as it relates to
such Guarantor, voidable under applicable federal or state law relating to
fraudulent conveyance or fraudulent transfer.


88






                    SECTION
13.03. Execution
and Delivery of Guarantees. The Guarantees to be endorsed on the
Securities shall be in the form set forth in Exhibit C. Each of the
Guarantors hereby agrees to execute its Guarantee in such form, to be endorsed
on each Security authenticated and delivered by the Trustee.


                    Each
Guarantee shall be executed on behalf of each respective Guarantor by any one
of such Guarantor’s Chairman of the Board, Vice Chairman of the Board,
President, Chief Financial Officer or Vice Presidents and any authorized
signatories for any Guarantors that are not corporations. The signature of any
or all of these officers on the Guarantee may be manual or facsimile.


                    A
Guarantee bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of a Guarantor shall bind such Guarantor,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of the Security on which such
Guarantee is endorsed or did not hold such offices at the date of such
Guarantee.


                    Each
Guarantee shall be registered, transferred, exchanged and cancelled, and shall
be held in definitive or global form, in the same manner and together with, the
Security to which it relates, in accordance with Article III.


                    The
delivery of any Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee endorsed thereon on
behalf of the Guarantors. Each of the Guarantors hereby jointly and severally
agrees that its Guarantee set forth in Section 13.01 shall remain in full
force and effect notwithstanding any failure to endorse a Guarantee on any
Security.


                    SECTION
13.04. Guarantors
May Consolidate, Etc., on Certain Terms. Nothing contained in this
Indenture or in any of the Securities or any Guarantee shall prevent any
consolidation or merger of a Guarantor with or into the Company or a Guarantor
or the merger of a Wholly Owned Restricted Subsidiary of the Company with and
into a Guarantor or shall prevent any sale or conveyance of the assets of a
Guarantor as an entirety or substantially as an entirety or the Capital Stock
of a Guarantor to the Company or a Guarantor.


                    SECTION
13.05. Release
of Guarantors. The Guarantee of a Guarantor shall automatically be
released from all obligations under its Guarantee endorsed on the Securities
and under this Article XIII without need for any further act or the execution
or delivery or any document: (i) upon the sale or other disposition (including
by way of consolidation or merger) of such Guarantor other than to the Company
or a Restricted Subsidiary and as permitted by this Indenture, including
Section 10.14; (ii) upon the sale or disposition of all or substantially all of
the assets of such Guarantor other than to the Company or a Restricted
Subsidiary and as permitted by this Indenture, including Section 10.14; (iii)
upon Defeasance or Covenant Defeasance in accordance with Article XII; or (iv)
if the Company properly designates any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary. Upon delivery by the Company to the
Trustee of an Officer’s Certificate to the effect that such transaction was
made in accordance with the provisions hereof, the Trustee shall execute any
documents reasonably required in order to evidence the release of such
Guarantor from its obligations under its Guarantee endorsed on the Securities
and under this Article XIII.


89






                    SECTION
13.06. Successors
and Assigns. This Article XIII shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture and in the Securities
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.


                    SECTION
13.07. No
Waiver, etc. Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this
Article XIII shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this
Article XIII at law, in equity, by statute or otherwise.


                    SECTION
13.08. Modification,
etc. No modification, amendment or waiver of any provision of this
Article, nor the consent to any departure by a Guarantor therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Trustee, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand
on a Guarantor in any case shall entitle such Guarantor or any other guarantor
to any other or further notice or demand in the same, similar or other
circumstances.


                    EACH
OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


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                    This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


                    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.


	
 

	
 

	
 


	
 

	
UNITED
  RENTALS, INC.


	
 

	
 


	
 

	
By

	
/s/ Michael
  J. Kneeland


	
 

	
 

	



	
 

	
 

	
Name:
  Michael J. Kneeland


	
 

	
 

	
Title: Chief
  Executive Officer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
THE BANK OF
  NEW YORK, AS TRUSTEE


	
 

	
 


	
 

	
By

	
/s/ Scott I.
  Klein


	
 

	
 

	



	
 

	
 

	
Name: Scott
  I. Klein


	
 

	
 

	
Title:
  Assistant Treasurer





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APPENDIX


PROVISIONS RELATING TO INITIAL SECURITIES,

ADDITIONAL SECURITIES AND EXCHANGE SECURITIES


                    1.
Definitions


                    1.1
Definitions


                    For
the purposes of this Appendix the following terms shall have the meanings
indicated below:


                    “Applicable
Procedures” means, with respect to any transfer or transaction involving a
Regulation S Global Security or beneficial interest therein, the rules and
procedures of the Depositary for such Global Security to the extent applicable
to such transaction and as in effect from time to time.


                    “Definitive
Security” means a certificated Initial Security or Exchange Security (bearing
the Restricted Securities Legend if the transfer of such Security is restricted
by applicable law) that does not include the Global Securities Legend.


                    “Distribution
Compliance Period,” with respect to any Securities, means the period of 40
consecutive days beginning on and including the later of (a) the day on
which such Securities are first offered to Persons other than distributors (as
defined in Regulation S under the Securities Act) in reliance on Regulation S,
notice of which day shall be promptly given by the Company to the Trustee, and
(b) the Issue Date with respect to such Securities.


                    “Depositary”
means The Depository Trust Company, its nominees and their respective
successors.


                    “Global
Securities Legend” means the legend set forth under that caption in
Exhibit A to this Indenture.


                    “IAI”
means an institutional “accredited investor” as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


                    “Purchase
Agreement” means (a) the Purchase Agreement, as amended prior to or on the
Issue Date, dated June 10, 2008, between the Company and Apollo Investment Fund
IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA)
and (b) any other Purchase Agreement relating to Additional Securities.


                    “QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


                    “Registered
Exchange Offer” means an offer by the Company, pursuant to a Registration
Rights Agreement, to certain Holders of Initial Securities, to issue and
deliver to such Holders, in exchange for their Initial Securities, a like
aggregate principal amount of Exchange Securities registered under the
Securities Act.


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                    “Regulation S”
means Regulation S under the Securities Act.


                    “Regulation
S Securities” means all Initial Securities offered and sold outside the United
States in reliance on Regulation S.


                    “Restricted
Securities Legend” means the legend set forth in Section 2.3(e)(i) herein.


                    “Rule 501”
means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


                    “Rule
144A” means Rule 144A under the Securities Act.


                    “Rule
144A Securities” means all Initial Securities offered and sold to QIBs in
reliance on Rule 144A.


                    “Securities
Custodian” means the custodian with respect to a Global Security (as appointed
by the Depositary) or any successor person thereto, who shall initially be the
Trustee.


                    “Shelf
Registration Statement” means a registration statement filed by the Company in
connection with the offer and sale of Initial Securities pursuant to a
Registration Rights Agreement.


                    “Transfer
Restricted Securities” means Definitive Securities and any other Securities
that bear or are required to bear the Restricted Securities Legend.


                    1.2
Other Definitions


	
 

	
 


	
Term:

	
Defined in Section:


	
 


	
“Agent
  Members”

	
2.1(c)


	
“IAI Global
  Security”

	
2.1(b)


	
“Global
  Security”

	
2.1(b)


	
“Regulation S
  Global Security”

	
2.1(b)


	
“Rule 144A
  Global Security”

	
2.1(b)




                    2. The
  Securities

                    2.1
Form and Dating


                    (a)
The Initial Securities issued on the date hereof will be (i) offered and sold
by the Company pursuant to a Purchase Agreement and (ii) resold, initially only
to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S.
Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial
Securities may thereafter be transferred to, among others, QIBs, purchasers in
reliance on Regulation S and, except as set forth below, IAIs in accordance
with Rule 501. Additional Securities offered after the date hereof may be
offered and sold by the Company from time to time pursuant to one or more
Purchase Agreements in accordance with applicable law.


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                    (b)
Global Securities. Rule 144A Securities shall be issued initially in the
form of one or more permanent global Securities in definitive, fully registered
form (collectively, the “Rule 144A Global Security”) and Regulation S
Securities shall be issued initially in the form of one or more global
Securities (collectively, the “Regulation S Global Security”), in each case
without interest coupons and bearing the Global Securities Legend and
Restricted Securities Legend, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Securities Custodian,
and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Trustee as provided in
this Indenture. One or more global securities in definitive, fully registered
form without interest coupons and bearing the Global Securities Legend and the
Restricted Securities Legend (collectively, the “IAI Global Security”) shall
also be issued on the Closing Date, deposited with the Securities Custodian,
and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Trustee as provided in
this Indenture to accommodate transfers of beneficial interests in the
Securities to IAIs subsequent to the initial distribution. Beneficial ownership
interests in the Regulation S Global Security shall not be exchangeable
for interests in the Rule 144A Global Security, the IAI Global Security or
any other Security without a Restricted Securities Legend until the expiration
of the Distribution Compliance Period and then only upon certification in form
reasonably satisfactory to the Trustee that beneficial ownership interests in
such Regulation S Global Security are owned either by non-U.S. persons or U.S.
persons who purchased such interests in a transaction that did not require
registration under the Securities Act. The Rule 144A Global Security, the
IAI Global Security and the Regulation S Global Security are each referred
to herein as a “Global Security” and are collectively referred to herein as
“Global Securities,” provided, that the term “Global Security” when used
in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any
Security in global form issued in connection with a Registered Exchange Offer.
The aggregate principal amount of the Global Securities may from time to time
be increased or decreased by adjustments made on the records of the Trustee and
the Depositary or its nominee and on the schedules thereto as hereinafter
provided.


                    (c)
Book-Entry Provisions. This Section 2.1(c) shall apply only to a
Global Security deposited with or on behalf of the Depositary.


                    The
Company shall execute and the Trustee shall, in accordance with this
Section 2.1(c) and Section 2.2 and pursuant to a Company Order signed
by one Officer of the Company, authenticate and deliver initially one or more
Global Securities that (i) shall be registered in the name of the
Depositary for such Global Security or Global Securities or the nominee of such
Depositary and (ii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary’s instructions or held by the Trustee as
Securities Custodian.


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                    Members
of, or participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf by
the Depositary or by the Trustee as Securities Custodian or under such Global
Security, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices of such Depositary
governing the exercise of the rights of a holder of a beneficial interest in
any Global Security.


                    (d)
Definitive Securities. Except as provided in Section 2.3 or 2.4,
owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Securities.


                    2.2
Authentication. The Trustee shall authenticate and make available for
delivery upon a Company Order (a) Initial Securities for original issue on
the date hereof in an aggregate principal amount of $425,000,000
(b) subject to the terms of this Indenture, Additional Securities in an
unlimited aggregate principal amount and (c) the Exchange Securities for
issue only in a Registered Exchange Offer pursuant to a Registration Rights
Agreement and for a like principal amount of Initial Securities exchanged
pursuant thereto. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated and whether the Securities are to be Initial Securities or
Exchange Securities and, in the case of an issuance of Additional Securities
pursuant to Section 3.13 after the Issue Date, shall certify that such
issuance is in compliance with Section 10.08. 


                    2.3
Transfer and Exchange.


                    (a)
Transfer and Exchange of Definitive Securities. When Definitive
Securities are presented to the Security Registrar with a request:


          (i)
to register the transfer of such Definitive Securities; or


          (ii)
to exchange such Definitive Securities for an equal principal amount of
Definitive Securities of other authorized denominations,


the Security
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:


          (1)
shall be duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing; and


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          (2)
in the case of Transfer Restricted Securities, are accompanied by the following
additional information and documents, as applicable:


          (A)
if such Definitive Securities are being delivered to the Security Registrar by
a Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect (in the form set forth on the
reverse side of the Initial Security); or


          (B)
if such Definitive Securities are being transferred to the Company, a
certification to that effect (in the form set forth on the reverse side of the
Initial Security); or


          (C)
if such Definitive Securities are being transferred pursuant to an exemption
from registration in accordance with Rule 144 under the Securities Act or
in reliance upon another exemption from the registration requirements of the
Securities Act, (x) a certification to that effect (in the form set forth
on the reverse side of the Initial Security) and (y) if the Company so
request, an opinion of counsel or other evidence reasonably satisfactory to it
as to the compliance with the restrictions set forth in the legend set forth in
Section 2.3(e)(i).


                    (b)
Restrictions on Transfer of a Definitive Security for a Beneficial Interest
in a Global Security. A Definitive Security may not be exchanged for a
beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Security Registrar,
together with:


               (i)
certification (in the form set forth on the reverse side of the Initial
Security) that such Definitive Security (1) is being transferred to a QIB in
accordance with Rule 144A, (2) is being transferred to an IAI that
has furnished to the Trustee a signed letter substantially in the form of
Exhibit C, (3) is being transferred outside the United States in
an offshore transaction within the meaning of Regulation S and in compliance
with Rule 904 under the Securities Act or (4) is being exchanged pursuant to
another available exemption from the registration requirements of the
Securities Act and the Restricted Securities Legend is removed in connection with
such exchange; provided that the Company shall be provided with, if the Company
so requests, an opinion of counsel or other evidence reasonably satisfactory to
it as to the compliance with such exemption; and


96







          (ii)
written instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such
Global Security to reflect an increase in the aggregate principal amount of the
Securities represented by the Global Security, such instructions to contain
information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Definitive Security so canceled. If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for certificated securities pursuant to Section 2.4,
the Company shall issue and the Trustee shall authenticate, upon written order
of the Company in the form of an Officers’ Certificate, a new Global Security
in the appropriate principal amount.


                    (c)
Transfer and Exchange of Global Securities.


          (i)
The transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depositary, in accordance with this Indenture
(including applicable restrictions on transfer set forth herein, if any) and
the procedures of the Depositary therefor. A transferor of a beneficial
interest in a Global Security shall deliver a written order given in accordance
with the Depositary’s procedures containing information regarding the
participant account of the Depositary to be credited with a beneficial interest
in such Global Security or another Global Security and such account shall be
credited in accordance with such order with a beneficial interest in the
applicable Global Security and the account of the Person making the transfer
shall be debited by an amount equal to the beneficial interest in the Global Security
being transferred. Transfers by an owner of a beneficial interest in the Rule
144A Global Security or the IAI Global Security to a transferee who takes
delivery of such interest through the Regulation S Global Security shall be
made only upon receipt by the Trustee of a certification in the form provided
on the reverse of the Initial Securities from the transferor to the effect that
such transfer is being made in accordance with Regulation S or (if available)
Rule 144 under the Securities Act. In the case of a transfer of a beneficial
interest in the Regulation S Global Security or the Rule 144A Global
Security for an interest in the IAI Global Security, the transferee must
furnish a signed letter substantially in the form of Exhibit C to the
Trustee.


          (ii)
If the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Security
Registrar shall reflect on its books and records the date and an increase in
the principal amount of the Global Security to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Security Registrar shall reflect on its books and records
the date and a corresponding decrease in the principal amount of Global
Security from which such interest is being transferred.


97






          (iii)
Notwithstanding any other provisions of this Appendix (other than the
provisions set forth in Section 2.4), a Global Security may not be transferred
as a whole except by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.


          (iv)
In the event that a Global Security is exchanged for Definitive Securities
pursuant to Section 2.4 prior to the consummation of a Registered Exchange
Offer or the effectiveness of a Shelf Registration Statement with respect to
such Securities, such Securities may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of this
Section 2.3 (including the certification requirements set forth on the
reverse of the Initial Securities intended to ensure that such transfers comply
with Rule 144A, Regulation S or such other applicable exemption from
registration under the Securities Act, as the case may be) and such other
procedures as may from time to time be adopted by the Company.


                    (d)
Restrictions on Transfer of Regulation S Global Security.
(i) During the Distribution Compliance Period, beneficial ownership
interests in the Regulation S Global Security may only be sold, pledged or
transferred in accordance with the Applicable Procedures and only (1) to
the Company, (2) so long as such security is eligible for resale pursuant
to Rule 144A, to a person whom the selling holder reasonably believes is a
QIB that purchases for its own account or for the account of a QIB to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, (3) in an offshore transaction in accordance with
Regulation S, (4) pursuant to an exemption from registration under
the Securities Act provided by Rule 144 (if applicable) under the
Securities Act, (5) to an IAI purchasing for its own account, or for the
account of such an IAI, in a minimum principal amount of Securities of $250,000
or (6) pursuant to an effective registration statement under the Securities
Act, in each case in accordance with any applicable securities laws of any
state of the United States. Prior to the expiration of the Distribution
Compliance Period, transfers by an owner of a beneficial interest in the
Regulation S Global Security to a transferee who takes delivery of such
interest through the Rule 144A Global Security or the IAI Global Security shall
be made only in accordance with Applicable Procedures and upon receipt by the
Trustee of a written certification from the transferor of the beneficial
interest in the form provided on the reverse of the Initial Security to the
effect that such transfer is being made to (1) a QIB within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A or (2) an IAI
purchasing for its own account, or for the account of such an IAI, in a minimum
principal amount of the Securities of $250,000. Such written certification
shall no longer be required after the expiration of the Distribution Compliance
Period. In the case of a transfer of a beneficial interest in the
Regulation S Global Security for an interest in the IAI Global Security,
the transferee must furnish a signed letter substantially in the form of
Exhibit C to the Trustee.


          (ii)
Upon the expiration of the Distribution Compliance Period, beneficial ownership
interests in the Regulation S Global Security shall be transferable in
accordance with applicable law and the other terms of this Indenture.


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                    (e)
Legend.


          (i)
Except as permitted by the following paragraphs (ii), (iii) or (iv), each
Security certificate evidencing the Global Securities and the Definitive
Securities (and all Securities issued in exchange therefor or in substitution
thereof) shall bear a legend in substantially the following form (each defined
term in the legend being defined as such for purposes of the legend only):


“THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.


THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF
OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT, SO LONG AS THE COMPANY IS AN SEC REPORTING COMPANY, IS
[THE CASE OF RULE 144A NOTES: SIX
MONTHS OR OTHERWISE ONE YEAR [IN THE CASE OF
REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR IS
SUCH PERIOD AFTER THE ORIGINAL ISSUE DATE AFTER WHICH THIS SECURITY MAY BE
FREELY OFFERED, SOLD OR OTHERWISE TRANSFERRED PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; PROVIDED
THAT THE COMPANY SHALL BE PROVIDED WITH, IF THE COMPANY SO REQUESTS, AN OPINION
OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO IT AS TO THE COMPLIANCE
WITH SUCH EXEMPTION, ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A,


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(D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.”



Each
Definitive Security shall bear the following additional legend:


“IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.”


          (ii)
Upon any sale or transfer of a Transfer Restricted Security that is a
Definitive Security, the Security Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Security for a Definitive Security that does
not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Security if the Holder certifies in
writing to the Security Registrar that its request for such exchange was made
in reliance on Rule 144 (such certification to be in the form set forth on
the reverse of the Initial Security).


          (iii)
After a transfer of any Initial Securities during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial
Securities all requirements pertaining to the Restricted Securities Legend on
such Initial Securities shall cease to apply and the requirements that any such
Initial Securities be issued in global form shall continue to apply.


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          (iv)
Upon the consummation of a Registered Exchange Offer with respect to the
Initial Securities pursuant to which Holders of such Initial Securities are
offered Exchange Securities in exchange for their Initial Securities, all
requirements pertaining to Initial Securities that Initial Securities be issued
in global form shall continue to apply, and Exchange Securities in global form
without the Restricted Securities Legend shall be available to Holders that
exchange such Initial Securities in such Registered Exchange Offer.


          (v)
Upon a sale or transfer after the expiration of the Distribution Compliance
Period of any Initial Security acquired pursuant to Regulation S, all
requirements that such Initial Security bear the Restricted Securities Legend
shall cease to apply and the requirements requiring any such Initial Security
be issued in global form shall continue to apply.


          (vi)
Any Additional Securities sold in a registered offering shall not be required
to bear the Restricted Securities Legend.


                    (f)
Automatic Exchange from Restricted Global Security to Unrestricted Global
Security. Upon compliance with the following procedures, beneficial
interests in a Global Security with a Restricted Securities Legend (a “Restricted
Global Security”) shall be exchanged for beneficial interests in a
Global Security without a Restricted Securities Legend (an “Unrestricted
Global Security”). In order to effect such exchange, the Company
shall provide written notice to the Trustee instructing the Trustee to (i)
direct the Depositary to transfer the specified amount of the outstanding
beneficial interests in a particular Restricted Global Security to an
Unrestricted Global Security and provide the Depositary with all such
information as is necessary for the Depositary to appropriately credit and
debit the relevant Holder accounts and (ii) provide prior written notice to all
Holders of such exchange, which notice must include the date such exchange is
proposed to occur, the CUSIP number of the relevant Restricted Global Security
and the CUSIP number of the Unrestricted Global Security into which such
Holders’ beneficial interests will be exchanged. As a condition to any such exchange
pursuant to this Section 2.3(f), the Trustee shall be entitled to receive
from the Company, and rely conclusively without any liability, upon an Officer’s
Certificate and an Opinion of Counsel to the Company, in form and in substance
reasonably satisfactory to the Trustee, to the effect that such transfer of
beneficial interests to the Unrestricted Global Security shall be effected in
compliance with the Securities Act. The Company may request from Holders such
information it reasonably determines is required in order to be able to deliver
such Officer’s Certificate and Opinion of Counsel. Upon such exchange of
beneficial interests pursuant to this Section 2.3(f), the Security
Registrar shall reflect on its books and records the date of such transfer and
a decrease and increase, respectively, in the principal amount of the
applicable Restricted Global Securities and the Unrestricted Global Securities,
respectively, equal to the principal amount of beneficial interests
transferred. Following any such transfer pursuant to this Section 2.3(f)
of all of the beneficial interests in a Restricted Global Security, such
Restricted Global Security shall be cancelled.


101






                    (g)
Transfers of Securities Held by Affiliates. Any certificate (i)
evidencing a Security that has been transferred to an affiliate (as defined in
Rule 405 of the Securities Act) of the Company within one year after the Issue
Date, as evidenced by a notation on the assignment form for such transfer or in
the representation letter delivered in respect thereof or (ii) evidencing a
Security that has been acquired from an affiliate (other than by an affiliate)
in a transaction or a chain of transactions not involving any public offering,
shall, until one year after the last date on which either the Company or any
affiliate of the Company was an owner of such Security, in each case, be in the
form of a permanent Definitive Security and bear the Restricted Securities
Legend subject to the restrictions in Section 2.3(e)(i). The Security Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to this Section 2.3. The Company, at its sole cost and
expense, shall have the right to inspect and make copies of all such letters, notices
or other written communications at any reasonable time upon the giving of
reasonable written notice to the Security Registrar.


                    (h)
Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another
Global Security, redeemed, repurchased or canceled, the principal amount of
Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such
reduction.


                    (i)
Obligations with Respect to Transfers and Exchanges of Securities.


          (i)
To permit registrations of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate, Definitive Securities and Global Securities
at the Security Registrar’s request.


          (ii)
No service charge shall be made for any registration of transfer or exchange of
Securities except as provided in Section 3.06 of this Indenture, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to
Section 3.04, 3.12, 9.06 or 11.08 of this Indenture or in accordance with
any Change of Control Offer pursuant to Section 10.13 or any Asset Sale
Offer pursuant to Section 10.14 of this Indenture, and in any such case
not involving any transfer.


          (iii)
Prior to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent or the Security Registrar may deem and
treat the person in whose name a Security is registered as the absolute owner
of such Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, the Trustee, the Paying
Agent or the Security Registrar shall be affected by notice to the contrary.


102






          (iv)
All Securities issued upon any transfer or exchange pursuant to the terms of
this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Securities surrendered upon such transfer
or exchange.


                    (j)
No Obligation of the Trustee.


          (i)
The Trustee shall have no responsibility or obligation to any beneficial owner
of a Global Security, a member of, or a participant in the Depositary or any
other Person with respect to the accuracy of the records of the Depositary or
its nominee or of any participant or member thereof, with respect to any
ownership interest in the Securities or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the
Depositary) of any notice (including any notice of redemption or repurchase) or
the payment of any amount, under or with respect to such Securities. All notices
and communications to be given to the Holders and all payments to be made to
Holders under the Securities shall be given or made only to the registered
Holders (which shall be the Depositary or its nominee in the case of a Global
Security). The rights of beneficial owners in any Global Security shall be
exercised only through the Depositary subject to the applicable rules and
procedures of the Depositary. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depositary with respect to its
members, participants and any beneficial owners.


          (ii)
The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Depositary participants,
members or beneficial owners in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the
terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


          2.4
Definitive Securities


                    (a)
A Global Security deposited with the Depositary or with the Trustee as
Securities Custodian pursuant to Section 2.1 or issued in connection with
a Registered Exchange Offer shall be transferred to the beneficial owners
thereof in the form of Definitive Securities in an aggregate principal amount
equal to the principal amount of such Global Security, in exchange for such
Global Security, only if such transfer complies with Section 2.3 and
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as a Depositary for such Global Security or if at any time the
Depositary ceases to be a “clearing agency” registered under the Exchange Act,
and a successor depositary is not appointed by the Company within 90 days
of such notice or after the Company become aware of such cessation, or
(ii) an Event of Default has occurred and is continuing or (iii) the
Company, in its sole discretion, notify the Trustee in writing that it elects to
cause the issuance of certificated Securities under this Indenture.


103






                    (b)
Any Global Security that is transferable to the beneficial owners thereof
pursuant to this Section 2.4 shall be surrendered by the Depositary to the
Trustee, to be so transferred, in whole or from time to time in part, without
charge, and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Global Security, an equal aggregate principal amount of
Definitive Securities of authorized denominations. Any portion of a Global
Security transferred pursuant to this Section shall be executed, authenticated
and delivered only in denominations of $1,000 and any integral multiple thereof
and registered in such names as the Depositary shall direct. Any certificated
Initial Security in the form of a Definitive Security delivered in exchange for
an interest in the Global Security shall, except as otherwise provided by
Section 2.3(e), bear the Restricted Securities Legend.


                    (c)
Subject to the provisions of Section 2.4(b), the registered Holder of a
Global Security may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to
take any action which a Holder is entitled to take under this Indenture or the
Securities.


                    (d)
In the event of the occurrence of any of the events specified in
Section 2.4(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of Definitive Securities in fully
registered form without interest coupons.


          2.5
Applicable High Yield Discount Obligations. If the Securities would
otherwise constitute “applicable high yield discount obligations” within the
meaning of Section 163(i)(l) of the Code, at the end of each “accrual period”
(as defined in Section 1272(a)(5) of the Code) ending after the fifth
anniversary of the Securities’ issuance (each, an “AHYDO Redemption Date”), the
Company will be required to redeem for cash a portion of each Security then
outstanding equal to the “Mandatory Principal Redemption Amount” (each such
redemption, a “Mandatory Principal Redemption”). The redemption price for
the portion of each Security redeemed pursuant to any Mandatory Principal
Redemption will be 100% of the principal amount of such portion plus any
accrued interest thereon on the date of redemption. “Mandatory Principal Redemption Amount”
means, as of each AHYDO Redemption Date, the portion of a Security required to
be redeemed to prevent such Security from being treated as an “applicable high
yield discount obligation” within the meaning of Section 163(i)(l) of the Code.
No partial redemption or repurchase of the Securities prior to any AHYDO
Redemption Date will alter the Company’s obligation to make the Mandatory
Principal Redemption with respect to any Securities that remain outstanding on
such AHYDO Redemption Date. 


104






EXHIBIT A-1


[FORM OF SECURITY]


[FORM OF FACE OF INITIAL SECURITY]


[Global Securities Legend]


                    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


                    [[FOR
REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE COMMENCEMENT OF
THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A
DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN
IN ACCORDANCE WITH RULE 144A THEREUNDER.]


[Restricted Securities Legend]


                    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.







                    THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT, SO LONG AS THE COMPANY IS AN SEC REPORTING
COMPANY, IS [IN THE CASE OF RULE 144A NOTES:
SIX MONTHS OR OTHERWISE ONE YEAR [IN THE
CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), OR IS SUCH PERIOD AFTER THE ORIGINAL ISSUE DATE AFTER WHICH THIS
SECURITY MAY BE FREELY OFFERED, SOLD OR OTHERWISE TRANSFERRED PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT; PROVIDED THAT THE COMPANY SHALL BE PROVIDED WITH, IF THE
COMPANY SO REQUESTS, AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY
SATISFACTORY TO IT AS TO THE COMPLIANCE WITH SUCH EXEMPTION, ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.


2






[Regulation S Global Security Legend]


                    EXCEPT
AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS REGULATION S GLOBAL
SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN ANY OTHER SECURITY
REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT
CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF
THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE
903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON
CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH
BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO
PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD,
BENEFICIAL OWNERSHIP INTERESTS IN THIS REGULATION S GLOBAL SECURITY MAY ONLY BE
SOLD, PLEDGED OR TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. IN EACH OF
CASES (A) THROUGH (F) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN
THIS REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF
THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.


3






                    BENEFICIAL
INTERESTS IN THIS REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS
IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION
WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE
TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A
WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT
THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO
THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT
OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


                    BENEFICIAL
INTERESTS IN THIS REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS
IN AN IAI GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A
TRANSFER OF THE SECURITIES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES
ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS
TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE)
TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO
AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),(2),(3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE
SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


                    BENEFICIAL
INTERESTS IN A RULE 144A GLOBAL SECURITY OR AN IAI GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904
OF REGULATION S, RULE 144 (IF AVAILABLE) OR ANOTHER APPLICABLE EXEMPTION UNDER
THE SECURITIES ACT (IF AVAILABLE).


4






                    Each Definitive Security shall bear the
following additional legend:


                    IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.


                    Each Security shall bear the following
additional legends


                    IF
THE SECURITIES WOULD OTHERWISE CONSTITUTE “APPLICABLE HIGH YIELD DISCOUNT
OBLIGATIONS” WITHIN THE MEANING OF SECTION 163(I)(L) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), AT THE END OF EACH “ACCRUAL PERIOD” (AS
DEFINED IN SECTION 1272(A)(5) OF THE CODE) ENDING AFTER THE FIFTH ANNIVERSARY
OF THE SECURITIES’ ISSUANCE (EACH, AN “AHYDO REDEMPTION DATE”), THE COMPANY
WILL BE REQUIRED TO REDEEM FOR CASH A PORTION OF EACH SECURITY THEN OUTSTANDING
EQUAL TO THE “MANDATORY PRINCIPAL REDEMPTION AMOUNT” (EACH SUCH REDEMPTION, A
“MANDATORY PRINCIPAL REDEMPTION”). THE REDEMPTION PRICE FOR THE PORTION OF EACH
SECURITY REDEEMED PURSUANT TO ANY MANDATORY PRINCIPAL REDEMPTION WILL BE 100%
OF THE PRINCIPAL AMOUNT OF SUCH PORTION PLUS ANY ACCRUED INTEREST THEREON ON
THE DATE OF REDEMPTION. “MANDATORY PRINCIPAL REDEMPTION AMOUNT” MEANS, AS OF
EACH AHYDO REDEMPTION DATE, THE PORTION OF A SECURITY REQUIRED TO BE REDEEMED
TO PREVENT SUCH SECURITY FROM BEING TREATED AS AN “APPLICABLE HIGH YIELD
DISCOUNT OBLIGATION” WITHIN THE MEANING OF SECTION 163(I)(L) OF THE CODE. NO
PARTIAL REDEMPTION OR REPURCHASE OF THE SECURITIES PRIOR TO ANY AHYDO
REDEMPTION DATE WILL ALTER THE COMPANY’S OBLIGATION TO MAKE THE MANDATORY
PRINCIPAL REDEMPTION WITH RESPECT TO ANY SECURITIES THAT REMAIN OUTSTANDING ON
SUCH AHYDO REDEMPTION DATE.


                    THIS
SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE
AVAILABLE TO A HOLDER OF THIS SECURITY INFORMATION REGARDING THE ISSUE PRICE,
THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY.
HOLDERS SHOULD CONTACT THE COMPANY SECRETARY AT UNITED RENTALS, INC., FIVE
GREENWICH OFFICE PARK, 3RD FLOOR GREENWICH, CT 06830.


5







United Rentals, Inc.


14% Senior Note due 2014

	
 

	
 


	
No.
  __________

	
$__________


	
 

	
CUSIP NO.






                    United
Rentals, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay [If a Definitive Security, insert the principal sum to
be paid] to [Insert Name], or registered assigns, [If a
Definitive Security, delete the following: the principal sum listed
on the Schedule of Increases or Decreases in Global Security attached hereto]
on June 15, 2014 and to pay interest thereon from June 10, 2008 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on June 15 and December 15 in each year,
commencing December 15, 2008 at the rate of 14% per annum, until the principal
hereof is paid or duly provided for, provided,
however, that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of 14% per annum (to
the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or duly provided for.
The interest so payable and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the June 1 and December 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.


                    Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided,
however, that, at the option of
the Company, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.


                    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


6






                    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


7






                    IN
WITNESS WHEREOF, the Company has caused this Security to be duly executed. 


	
 

	
 

	
 


	
 

	
 

	
UNITED
  RENTALS, INC.


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:





TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of
the Securities referred to in the

within-mentioned Indenture.


	
 

	
 


	
Dated: 

	
 


	
 

	









THE BANK OF
NEW YORK, AS TRUSTEE


	
 

	
 


	
By: 

	
 


	
 

	



	
 

	
Authorized
  Signatory





8






Form of Reverse of Security


                    This
Security is one of a duly authorized issue of Securities of the Company
designated as 14% Senior Notes due 2014 (herein called the “Initial
Securities”), limited in aggregate principal amount on the Issue Date to
$425,000,000 issued and to be issued under an Indenture, dated as of June 10,
2008 (herein called the “Indenture,” which term shall have the meaning assigned
to it in such instrument), among the Company and The Bank of New York, as
Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Company shall be entitled, subject to its
compliance with Section 10.08 of the Indenture, to issue Additional
Securities pursuant to Section 3.13 of the Indenture. The Securities
include the Initial Securities issued on the Issue Date, any Additional
Securities and the Exchange Securities referred to below, issued in exchange
for the Initial Securities pursuant to the Registration Rights Agreement. The
Initial Securities issued on the Issue Date, any Additional Securities and the
Exchange Securities are treated as a single class of securities under the
Indenture.


                    The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. 7aaa - 77bbbb (the “TIA”), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Securities are subject to
all such terms, and Holders of Securities are referred to the Indenture and the
TIA for a statement of such terms.


                    This
Security is redeemable at the option of the Company, in whole or in part, at
any time at a redemption price equal to 100% of the outstanding principal
amount thereof, plus accrued and unpaid interest, if any, thereon to the
Redemption Date.


                    The
Securities are not subject to any sinking fund.


                    The
Indenture provides that the Company is obligated (a) upon the occurrence
of a Change in Control to make an offer to purchase all outstanding Securities
at a purchase price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest, if any, thereon to the date of purchase and (b) to
make an offer to purchase Securities with a portion of the net cash proceeds of
certain sales or other dispositions of assets (not applied as specified in the
Indenture within the periods set forth therein) at a purchase price equal to
100% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase.


                    In
the event of redemption or purchase of this Security in part only pursuant to a
Change of Control Offer or an Asset Sale Offer, a new Security or Securities
for the unredeemed or unpurchased portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.


9






                    The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or of certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


                    If
an Event of Default shall occur and be continuing, there may be declared due
and payable the principal of, premium, if any, and accrued and unpaid interest,
if any, on all of the outstanding Securities, in the manner and with the effect
provided in the Indenture.


                    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.


                    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities,
the Holders of not less than 25% in principal amount of the Securities at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity reasonably satisfactory to the Trustee and the Trustee shall
not have received from the Holders of a majority in principal amount of
Securities at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding for 45 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to certain suits described in the Indenture, including any suit
instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein (or, in the case of redemption, on or after the
Redemption Date or, in the case of any purchase of this Security required to be
made pursuant to a Change of Control Offer or an Asset Sale Offer, on or after
the relevant Purchase Date).


                    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


10






                    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


                    This
Security is issuable only in registered form without coupons in denominations
of $2,000 and any integral multiples of $1,000 thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.


                    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


                    Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


                    Pursuant
to the Registration Rights Agreement by and among the Company and Apollo
Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan
Partners (BHCA), the Company will be obligated to consummate a Registered
Exchange Offer pursuant to which the Holder of this Security shall have the
right to exchange this Security (whether issued on the Issue Date or issued
thereafter as an Additional Security) for 14% Senior Notes due 2014,
Series B, of the Company (herein called the “Exchange Securities”), which
have been registered under the Securities Act, in like principal amount and
having identical terms as the Initial Securities (other than as set forth in
this paragraph). The Holders of Initial Securities shall be entitled to receive
certain additional interest payments in the event such Registered Exchange
Offer is not consummated and upon certain other conditions, all pursuant to and
in accordance with the terms of the Registration Rights Agreement. Such
additional interest will constitute liquidated damages and will be the
exclusive monetary remedy available to the Holder of this Security in respect
of a Registration Default (as defined in the Registration Rights Agreement),
but without prejudice to any non-monetary remedies otherwise available to such
Holder, whether pursuant to the Registration Rights Agreement or otherwise.


                    Interest
on this Security shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.


11






                    As
provided in the Indenture and subject to certain limitations therein set forth,
the obligations of the Company under the Indenture and this Security may be
Guaranteed pursuant to Guarantees endorsed hereon as provided in the Indenture.
Each Holder, by holding this Security, agrees to all of the terms and
provisions of said Guarantees. The Indenture provides that each Guarantor shall
be released from its Guarantee upon compliance with certain conditions.


                    All
terms used in this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


                    The
Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York.


12






ASSIGNMENT FORM


To assign this
Security, fill in the form below:


I or we assign
and transfer this Security to


          (Print
or type assignee’s name, address and zip code)


          (Insert
assignee’s soc. sec. or tax I.D. No.)


and
irrevocably appoint
                           
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.


	
 

	
 

	
 

	
 

	
 


	



	
 


	
Date:

	
 

	
 

	
Your
  Signature: 

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	



	
Sign exactly
  as your name appears on the other side of this Security.





13






CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF 

TRANSFER RESTRICTED SECURITIES


This
certificate relates to $_________ principal amount of Securities held in (check
applicable space) ____ book-entry or _____ definitive form by the undersigned.


The
undersigned (check one box below):


o has requested the Trustee by written order to
deliver in exchange for its beneficial interest in the Global Security held by
the Depositary a Security or Securities in definitive, registered form of
authorized denominations and in an aggregate principal amount equal to its
beneficial interest in such Global Security (or the portion thereof indicated
above);


o has requested the Trustee by written order to
deliver in exchange for its Security or Securities in definitive, registered
form a beneficial interest in a Global Security to be held by the Depositary in
an aggregate principal amount equal to the aggregate principal amount of such
Security or Securities indicated above;


o has requested the Trustee by written order to
exchange or register the transfer of a Security or Securities.


In connection
with any transfer of any of the Securities evidenced by this certificate
occurring prior to the expiration of the period referred to in Rule 144
under the Securities Act, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


CHECK ONE BOX
BELOW


	
 

	
 

	
 


	
 

	
(1)

	
o to the Company; or


	
 

	
 

	
 


	
 

	
(2)

	
o to the Security Registrar for
  registration in the name of the Holder, without transfer; or


	
 

	
 

	
 


	
 

	
(3)

	
o pursuant to an effective registration statement under the Securities Act of
  1933; or


	
 

	
 

	
 


	
 

	
(4)

	
o inside the United States to a “qualified institutional buyer” (as
  defined in Rule 144A under the Securities Act of 1933) that purchases
  for its own account or for the account of a qualified institutional buyer to
  whom notice is given that such transfer is being made in reliance on Rule
  144A, in each case pursuant to and in compliance with Rule 144A under
  the Securities Act of 1933; or


	
 

	
 

	
 


	
 

	
(5)

	
o outside the United States in an offshore transaction within the meaning
  of Regulation S under the Securities Act in compliance with Rule 904
  under the Securities Act of 1933; or





14






	
 

	
 

	
 


	
 

	
(6)

	
o to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
  (3) or (7) under the Securities Act of 1933) that has furnished to the
  Trustee a signed letter containing certain representations and agreements; 


	
 

	
 

	
 


	
 

	
(7)

	
o pursuant to another available exemption from registration provided by Rule
  144 under the Securities Act of 1933; or


	
 

	
 

	
 


	
 

	
(8)

	
o pursuant to another available exemption from the registration requirements of
  the Securities Act and the Restricted Securities Legend is removed in
  connection with such exchange or transfer in accordance with the provisions
  of the Indenture.





Unless one of
the boxes is checked, the Trustee will refuse to register any of the Securities
evidenced by this certificate in the name of any Person other than the
registered Holder thereof; provided, however, that if box (5),
(6), (7) or (8) is checked, the Trustee may require, prior to registering any
such transfer of the Securities, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Your
  Signature


	
 

	
 

	
 


	
Signature
  Guarantee:

	
 

	
 


	
 

	
 


	
Date: 

	
 

	
 

	
 


	
 

	


	
 

	



	
Signature
  must be guaranteed
by a participant in a

  recognized signature guaranty

  medallion program or other

  signature guarantor acceptable

  to the Trustee

	
 

	
Signature of
  Signature Guarantee


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	


	


	


	






15






____________________________________________________________


TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS
CHECKED.


                    The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933,
and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


	
 

	
 

	
 

	
 

	
 


	
Dated:  

	
 

	
 


	
 

	


	
 

	



	
 

	
 

	
 

	
NOTICE: 

	
To be
  executed by an executive officer


	
 

	
 


	
 

	
 





16






[TO BE ATTACHED TO GLOBAL SECURITIES]


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


                    The
initial principal amount of this Global Security is $[____________]. The
following increases or decreases in this Global Security have been made:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Date of
Exchange

	
 

	
Amount of decrease in
  Principal Amount of this Global Security

	
 

	
Amount of increase in
  Principal Amount of this Global Security

	
 

	
Principal amount of this
  Global Security following such decrease or increase

	
 

	
Signature of authorized
  signatory of Trustee or Securities Custodian





17






OPTION OF HOLDER TO ELECT PURCHASE


                    If
you want to elect to have this Security purchased in its entirety by the
Company pursuant to Section 10.13 or 10.14 of the Indenture, check the
applicable box:


                    Section 10.13
o


                    Section 10.14
o


                    If
you want to elect to have only a part of the principal amount of this Security
purchased by the Company pursuant to Section 10.13 or 10.14 of the
Indenture, state the portion of such amount: $_____________


	
 

	
 

	
 

	
 

	
 


	
Dated: 

	
 

	
 

	
Your
  Signature: 

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
(Sign
  exactly as your name appears on the other side of this Security)








	
 

	
 

	
 


	
Signature
  Guarantee:

	
 

	
 


	
 

	
 

	
(Signature
  must be guaranteed by a financial institution that is a member of the
  Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange
  Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion
  Signature Program (“MSP”) or such other signature guarantee program as may be
  determined by the Security Registrar in addition to, or in substitution for,
  STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
  1934, as amended.)





18







Exhibit A-2


[Global Securities Legend]


                    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


                    IF
THE SECURITIES WOULD OTHERWISE CONSTITUTE “APPLICABLE HIGH YIELD DISCOUNT
OBLIGATIONS” WITHIN THE MEANING OF SECTION 163(I)(L) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), AT THE END OF EACH “ACCRUAL PERIOD” (AS
DEFINED IN SECTION 1272(A)(5) OF THE CODE) ENDING AFTER THE FIFTH ANNIVERSARY
OF THE SECURITIES’ ISSUANCE (EACH, AN “AHYDO REDEMPTION DATE”), THE COMPANY
WILL BE REQUIRED TO REDEEM FOR CASH A PORTION OF EACH SECURITY THEN OUTSTANDING
EQUAL TO THE “MANDATORY PRINCIPAL REDEMPTION AMOUNT” (EACH SUCH REDEMPTION, A
“MANDATORY PRINCIPAL REDEMPTION”).  THE
REDEMPTION PRICE FOR THE PORTION OF EACH SECURITY REDEEMED PURSUANT TO ANY
MANDATORY PRINCIPAL REDEMPTION WILL BE 100% OF THE PRINCIPAL AMOUNT OF SUCH
PORTION PLUS ANY ACCRUED INTEREST THEREON ON THE DATE OF REDEMPTION.  “MANDATORY PRINCIPAL REDEMPTION AMOUNT”
MEANS, AS OF EACH AHYDO REDEMPTION DATE, THE PORTION OF A SECURITY REQUIRED TO
BE REDEEMED TO PREVENT SUCH SECURITY FROM BEING TREATED AS AN “APPLICABLE HIGH
YIELD DISCOUNT OBLIGATION” WITHIN THE MEANING OF SECTION 163(I)(L) OF THE
CODE.  NO PARTIAL REDEMPTION OR
REPURCHASE OF THE SECURITIES PRIOR TO ANY AHYDO REDEMPTION DATE WILL ALTER THE
COMPANY’S OBLIGATION TO MAKE THE MANDATORY PRINCIPAL REDEMPTION WITH RESPECT TO
ANY SECURITIES THAT REMAIN OUTSTANDING ON SUCH AHYDO REDEMPTION DATE.


19






                    THIS
SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES.  UPON
REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS SECURITY
INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND
THE YIELD TO MATURITY OF THIS SECURITY.
HOLDERS SHOULD CONTACT THE COMPANY SECRETARY AT UNITED RENTALS, INC.,
FIVE GREENWICH OFFICE PARK, 3RD FLOOR GREENWICH, CT 06830.


United Rentals, Inc.



14% Senior Note due 2014, Series B


	
 

	
 

	
 

	
 

	
 


	
No.

	
 

	
 

	
$

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
 

	
CUSIP NO.





                    United
Rentals, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay [If a Definitive Security, insert the principal sum to
be paid] to [Insert Name], or registered assigns, [If a
Definitive Security, delete the following: the principal sum listed
on the Schedule of Increases or Decreases in Global Security attached hereto]
on June 15, 2014 and to pay interest thereon from June 10, 2008 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on June 15and December 15 in each
year, commencing December 15, 2008 at the rate of 14% per annum, until the
principal hereof is paid or duly provided for, provided,
however, that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of 14% per annum (to
the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or duly provided for.
The interest so payable and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the June 1 and December 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security
(or one or more predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of securities not less
than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.


20






                    Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided,
however, that, at the option of
the Company, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.


                    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


                    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


21






                    IN
WITNESS WHEREOF, the Company has caused this Security to be duly executed.


	
 

	
 

	
 

	
 


	
 

	
UNITED
  RENTALS, INC.

	
 


	
 

	
 

	
 

	
 


	
 

	
By 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name: 

	
 


	
 

	
 

	
Title:

	
 





TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of
the Securities referred to in the

within-mentioned Indenture.


	
 

	
 

	
 


	
Dated:

	
 

	
 


	
 

	


	
 





THE BANK OF
NEW YORK, AS TRUSTEE


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
 

	
Authorized Signatory    
    

	
 





22






Form of Reverse of Security


                    This
Security is one of a duly authorized issue of Securities of the Company
designated as 14% Senior Notes due 2014, Series B (herein called the
“Exchange Securities”), limited in aggregate principal amount on the Issue Date
to $425,000,000 issued and to be issued under an Indenture, dated as of June
10, 2008 (herein called the “Indenture,” which term shall have the meaning
assigned to it in such instrument), among the Company and The Bank of New York,
as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The
Company shall be entitled, subject to its compliance with Section 10.08 of
the Indenture, to issue Additional Securities pursuant to Section 3.13 of
the Indenture.  The Securities include
the Initial Securities issued on the Issue Date, any Additional Securities and
the Exchange Securities, issued in exchange for the Initial Securities pursuant
to the Registration Rights Agreement.
The Initial Securities issued on the Issue Date, any Additional
Securities and the Exchange Securities are treated as a single class of
securities under the Indenture.


                    The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. 7aaa - 77bbbb (the “TIA”)), as in effect on the date of the
Indenture.  Notwithstanding anything to
the contrary herein, the Securities are subject to all such terms, and Holders of
Securities are referred to the Indenture and the TIA for a statement of such
terms.


                    This
Security is redeemable at the option of the Company, in whole or in part, at
any time at a redemption price equal to 100% of the outstanding principal
amount thereof, plus accrued and unpaid interest, if any, thereon to the
Redemption Date.


                    The
Securities are not subject to any sinking fund.


                    The
Indenture provides that the Company is obligated (a) upon the occurrence
of a Change in Control to make an offer to purchase all outstanding Securities
at a purchase price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest, if any, thereon to the date of purchase and (b) to
make an offer to purchase Securities with a portion of the net cash proceeds of
certain sales or other dispositions of assets (not applied as specified in the
Indenture within the periods set forth therein) at a purchase price equal to
100% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase.


                    In
the event of redemption or purchase of this Security in part only pursuant to a
Change of Control Offer or an Asset Sale Offer, a new Security or Securities
for the unredeemed or unpurchased portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.


23






                    The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or of certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


                    If
an Event of Default shall occur and be continuing, there may be declared due
and payable the principal of, premium, if any, and accrued and unpaid interest,
if any, on all of the outstanding Securities, in the manner and with the effect
provided in the Indenture.


                    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.


                    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities,
the Holders of not less than 25% in principal amount of the Securities at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity reasonably satisfactory to the Trustee and the Trustee shall
not have received from the Holders of a majority in principal amount of
Securities at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding for 15 days after
receipt of such notice, request and offer of indemnity.  The foregoing shall not apply to certain
suits described in the Indenture, including any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein (or, in the case of redemption, on or after the Redemption Date or, in
the case of any purchase of this Security required to be made pursuant to a
Change of Control Offer or an Asset Sale Offer, on or after the relevant
Purchase Date).


                    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


24






                    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


                    This
Security is issuable only in registered form without coupons in denominations
of $2,000 and any integral multiples of $1,000 thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities are exchangeable for a like
aggregate principal amount of Securities of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.


                    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


                    Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


                    Interest
on this Security shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.


                    As
provided in the Indenture and subject to certain limitations therein set forth,
the obligations of the Company under the Indenture and this Security may be
Guaranteed pursuant to Guarantees endorsed hereon as provided in the Indenture.  Each Holder, by holding this Security,
agrees to all of the terms and provisions of said Guarantees.  The Indenture provides that each Guarantor
shall be released from its Guarantee upon compliance with certain conditions.


                    All
terms used in this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


                    The
Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York.


25






ASSIGNMENT FORM


To assign this
Security, fill in the form below:


I or we assign
and transfer this Security to


                    (Print
or type assignee’s name, address and zip code)


                    (Insert
assignee’s soc. sec. or tax I.D. No.)


and irrevocably
appoint                           agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


	
 

	
 

	
 

	
 


	



	
 

	
 

	
 

	
 


	
Date:

	
 

	
Your
  Signature: 

	
 


	
 

	


	
 

	



	
 

	
 

	
 

	
 


	



	
Sign exactly
  as your name appears on the other side of this Security. 





26






OPTION OF HOLDER TO ELECT PURCHASE


                    If
you want to elect to have this Security purchased in its entirety by the
Company pursuant to Section 10.13 or 10.14 of the Indenture, check the
applicable box:


                    Section 10.13
o


                    Section 10.14
o


                    If
you want to elect to have only a part of the principal amount of this Security
purchased by the Company pursuant to Section 10.13 or 10.14 of the
Indenture, state the portion of such amount:
$_____________


	
 

	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
Your
  Signature:

	
 


	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
(Sign
  exactly as your name appears on the other side of this Security)








	
 

	
 


	
Signature Guarantee:

	
 


	
 

	
(Signature
  must be guaranteed by a financial institution that is a member of the
  Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange
  Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion
  Signature Program (“MSP”) or such other signature guarantee program as may be
  determined by the Security Registrar in addition to, or in substitution for,
  STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
  1934, as amended.)





27







EXHIBIT B


[FORM OF NOTATION ON SECURITY RELATING TO
GUARANTEE]


GUARANTEE


          Each
of the undersigned guarantors (each a “Guarantor,” or together, the
“Guarantors”) which term includes any successor under the Indenture (the
“Indenture”) referred to in the Security upon which this notation is endorsed),
hereby unconditionally and irrevocably guarantees on a senior basis, jointly
and severally with each other Guarantor of the Securities, to each Holder and
to the Trustee and its successors and assigns (a) the full and prompt
payment (within applicable grace periods) of principal of and interest on the
Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company under the Indenture
and the Securities and (b) the full and prompt performance within
applicable grace periods of all other obligations of the Company under the
Indenture and the Securities, subject to certain limitations set forth in the
Indenture (all the foregoing being hereinafter collectively called the
“Guarantee Obligations”). The Guarantor further agrees that the Guarantee
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Guarantor, and that such Guarantor will remain bound
under Article XIII of the Indenture notwithstanding any extension or
renewal of any Guarantee Obligation. Capitalized terms used herein have the
meanings assigned to them in the Indenture unless otherwise indicated.


          Subject
to the terms of the Indenture, this Guarantee shall be binding upon the
Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms and
conditions hereof.


          This
Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Security upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the
signature of one of its authorized signatories.


          Notwithstanding
any other provision of the Indenture or this Guarantee, under the Indenture and
this Guarantee the maximum aggregate amount of the obligations guaranteed by
the Guarantor shall not exceed the maximum amount that can be guaranteed
without rendering the Indenture or this Guarantee, as it relates to such
Guarantor, voidable under applicable federal or state law relating to
fraudulent conveyance or fraudulent transfer. This Guarantee shall be governed
by the internal laws of the State of New York.


	
 

	
 


	
 

	
[Signature page
 follows]











	
 

	
 

	
 


	
 

	
[ __________________________________ ]


	
 

	
 

	
 


	
 

	
By

	

	
 

	
 

	



	
 

	
 

	
Name: 


	
 

	
 

	
Title:






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EXHIBIT C


Form of

Transferee Letter of Representation


The Bank of
New York

101 Barclay Street

New York, NY 10286

Attn: Corporate Trust Administration



United Rentals, Inc.

Five Greenwich Office Park, 3rd Floor

Greenwich, CT 06830


Ladies and
Gentlemen:


                    This
certificate is delivered to request a transfer of $___________ principal amount
of the 14% Senior Notes due 2014 (the “Notes”) of United Rentals, Inc. (the
“Company”).


                    Upon
transfer, the Notes would be registered in the name of the new beneficial owner
as follows:


	
 

	
 


	
 

	
Name: ____________________________________________________


	
 

	
 


	
 

	
Address: __________________________________________________


	
 

	
 


	
 

	
Taxpayer ID Number: _________________________________________






                    The
undersigned represents and warrants to you that:


                    1.
We are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities
Act”)) purchasing for our own account or for the account of such an
institutional “accredited investor” at least $250,000 principal amount of the
Notes, and we are acquiring the Notes not with a view to, or for offer or sale
in connection with, any distribution in violation of the Securities Act. We
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we invest in or purchase securities similar to the Notes in the normal course
of our business. We, and any accounts for which we are acting, are each able to
bear the economic risk of our or its investment.


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                    2.
We understand that the Notes have not been registered under the Securities Act
and, unless so registered, may not be sold except as permitted in the following
sentence. We agree on our own behalf and on behalf of any investor account for
which we are purchasing Notes to offer, sell or otherwise transfer such Notes
prior to the date that is one year or, so long as the Company is a reporting
company under the Securities Exchange Act of 1934, as amended, six months after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) or is such period after the date of original issue after which the
Notes may be freely offered, sold or otherwise transferred pursuant to another
available exemption from the registration requirements of the Securities Act;
provided that the Company shall be provided with, if the Company so requests,
an opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with such exemption (the “resale restriction termination date”) only
(a) to the Company, (b) pursuant to a registration statement that has been
declared effective under the Securities Act, (c) in a transaction complying
with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a
person we reasonably believe is a “qualified institutional buyer” as defined in
Rule 144A that is purchasing for its own account or for the account of a
qualified institutional buyer to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) pursuant to offers and sales that
occur outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an
institutional accredited investor acquiring the Notes for its own account or
for the account of such an institutional accredited investor, in each case in a
minimum principal amount of the Notes of $250,000, for investment purposes and
not with a view to or for offer or sale in connection with any distribution in
violation of the Securities Act, or (f) pursuant to another available exemption
from the registration requirements of the Securities Act, subject in each of
the foregoing cases to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state
securities laws. The foregoing restrictions on resale will not apply subsequent
to the resale restriction termination date. If any resale or other transfer of
the Notes is proposed to be made pursuant to clause (e) above prior to the
resale restriction termination date, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act and that is acquiring such Notes for
investment purposes and not for distribution in violation of the Securities
Act. Each purchaser acknowledges that the Company and the Trustee reserve the
right prior to the offer, sale or other transfer prior to the Resale
Termination Date of the Notes pursuant to clause (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.


	
TRANSFEREE: __________________________________
  


	
 


	
by: ______________________________________


	
 






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