Exhibit 10.3


$425,000,000


UNITED RENTALS, INC.


14% Senior Notes due 2014


REGISTRATION RIGHTS AGREEMENT


June 10, 2008


Apollo
Investment Fund IV, L.P.

Apollo Overseas Partners IV, L.P.

c/o Apollo Management IV, L.P.

49 West 57th Street

New York, NY 10019


J.P. Morgan
Partners (BHCA)

c/o CCMP Capital Advisers, LLC

245 Park Avenue, 16th Floor

New York, NY 10167


Dear Sirs: 


          United
Rentals, Inc., a Delaware corporation (the “Company”),
proposes to issue and sell to Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P. and J.P. Morgan Partners (BHCA) (collectively, the “Purchasers”) upon the terms set forth in a
purchase agreement of even date herewith (the “Purchase
Agreement”), $425,000,000 aggregate principal amount of its 14%
Senior Notes due 2014 (the “Notes”).
The Notes and any guarantees of such Notes by the Company’s subsidiaries (any
such subsidiary providing such a guarantee, a “Guarantor”),
if any, are together referred to as the “Initial
Securities”. The Initial Securities will be issued pursuant to an
Indenture, dated as of June 10, 2008 (the “Indenture”),
among the Company and The Bank of New York, as trustee (the “Trustee”). As an
inducement to the Purchasers to enter into the Purchase Agreement, the Company
agrees with the Purchasers, for the benefit of the Purchasers and any other
holders of the Securities (as defined below) (collectively the “Holders”), as follows:  


          1.
Registered Exchange Offer. Unless
not permitted by applicable law, the Company shall use its reasonable best
efforts to prepare and, not later than 366 days (the final day of such 366 day
period being a “Filing Deadline”)
after the date on which the Purchasers purchase the Initial Securities pursuant
to the Purchase Agreement (the “Closing Date”),
file with the Securities and Exchange Commission (the “Commission”) a registration statement (the
“Exchange Offer Registration Statement”)
on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a
proposed offer (the “Registered Exchange
Offer”) to the Holders of Transfer Restricted Securities (as defined
in Section 6 hereof), if any, who are not prohibited by any law or policy of
the Commission from participating in the Registered Exchange Offer, to issue
and deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of debt securities of the Company issued under the
Indenture, identical in all material respects to the Initial Securities and
registered under the Securities Act (the “Exchange
Securities”). The Company shall use its reasonable best efforts to
(i) cause such Exchange Offer Registration Statement to become effective under
the Securities Act within 426 days after the Closing Date (the final day of
such 426 day period being an “Effectiveness
Deadline”) and (ii) keep the Exchange Offer Registration Statement
effective for not less than 20 business days (or longer, if required by
applicable law) after the date the notice of the Registered Exchange Offer is
mailed to the Holders (such period being called the “Exchange Offer Registration Period”). 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 2


          If
the Company commences the Registered Exchange Offer, the Company will be
required to consummate the Registered Exchange Offer no later than 456 days
after the Closing Date (the final day of such 456 day period being the “Consummation Deadline”). 


          Following
the declaration of the effectiveness of the Exchange Offer Registration
Statement, the Company shall, as soon as practicable, commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States. 


          The
Company acknowledges that, pursuant to current interpretations by the
Commission’s staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, each Holder which is a broker-dealer electing
to exchange Initial Securities, acquired for its own account as a result of
market making activities or other trading activities, for Exchange Securities
(an “Exchanging Dealer”), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section, and (c) Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Securities received
by such Exchanging Dealer pursuant to the Registered Exchange Offer.  


          The
Company shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the
Securities Act for a period of time commencing on the day the Registered
Exchange Offer is consummated and continuing for 90 days (or such shorter
period during which Exchanging Dealers and other persons, if any, are required
by law to deliver such prospectus); provided, however, that such period may be
extended pursuant to Section 3(j) below. 


          The
Initial Securities and the Exchange Securities are herein collectively called
the “Securities”. 


          In
connection with the Registered Exchange Offer, the Company shall: 


          (a)
mail to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents; 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 3


	
 

	
 


	
 

	
          (b)
  keep the Registered Exchange Offer open for not less than 20 business days
  (or longer, if required by applicable law) after the date notice thereof is
  mailed to the Holders; 


	
 


	
 

	
          (c)
  utilize the services of a depositary for the Registered Exchange Offer with
  an address in the Borough of Manhattan, The City of New York, which may be
  the Trustee or an affiliate of the Trustee; 


	
 


	
 

	
          (d)
  permit Holders to withdraw tendered Securities at any time prior to the close
  of business, New York time, on the last business day on which the Registered
  Exchange Offer shall remain open; and 


	
 


	
 

	
          (e)
  otherwise comply with all applicable laws. 


	
 


	
 

	
As soon as
  practicable after the close of the Registered Exchange Offer, the Company
  shall:


	
 


	
 

	
          (x)
  accept for exchange all the Securities validly tendered and not withdrawn
  pursuant to the Registered Exchange Offer; 


	
 


	
 

	
          (y)
  deliver, or cause to be delivered, to the Trustee for cancellation all the
  Initial Securities so accepted for exchange; and 


	
 


	
 

	
          (z)
  cause the Trustee to authenticate and deliver promptly to each Holder of the
  Initial Securities, Exchange Securities equal in principal amount to the
  Initial Securities of such Holder so accepted for exchange. 





          The
Indenture provides that the Exchange Securities will not be subject to the
transfer restrictions set forth in the Indenture and that all the Securities
will vote and consent together on all matters as one class and that none of the
Securities will have the right to vote or consent as a class separate from one
another on any matter. 


          Interest
on each Exchange Security issued pursuant to the Registered Exchange Offer will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities (the “Original Issue Date”).



          Each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that at the time of the consummation of the Registered
Exchange Offer (i) any Exchange Securities received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer,
that it is not engaged in, and does not intend to engage in, the distribution
of the Exchange Securities and (v) if such Holder is a broker-dealer, that it
will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other
trading activities and that it will be required to acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.







Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 4


          Notwithstanding
any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies in all material
respects with the Securities Act and the rules and regulations thereunder, (ii)
any Exchange Offer Registration Statement and any amendment thereto does not,
when it becomes effective, contain an untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Exchange Offer
Registration Statement, and any supplement to such prospectus, does not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. 


          2.
Shelf Registration. If, (i)
because of any change in law or in applicable interpretations thereof by the
staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange
Offer is not consummated by the Consummation Deadline, (iii) any Purchaser so
requests with respect to the Initial Securities not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it
following consummation of the Registered Exchange Offer or (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests, the Company shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv)
the receipt of the required notice, being a
“Trigger Date”): 


	
 

	
 


	
 

	
          (a)
  The Company shall, on or prior to 90 days after the Trigger Date (such 90th
  day being a “Filing Deadline”),
  use its reasonable best efforts to file with the Commission and thereafter
  use its reasonable best efforts to cause to be declared effective no later
  than 150 days after the Trigger Date (such 150th day being an “Effectiveness Deadline”) a registration statement
  (the “Shelf Registration Statement”
  and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an
  appropriate form under the Securities Act relating to the offer and sale of
  the Transfer Restricted Securities by the Holders thereof from time to time
  in accordance with the methods of distribution set forth in the Shelf
  Registration Statement and Rule 415 under the Securities Act (hereinafter,
  the “Shelf Registration”);
  provided that if the obligation to file the Shelf Registration Statement
  arises because the Exchange Offer has not been consummated by the
  Consummation Deadline, then the Company will use its reasonable best efforts
  to file the Shelf Registration Statement on or prior to the 30th day after
  such filing obligation arises; provided, however, that no
  Holder (other than a Purchaser) shall be entitled to have the Securities held
  by it covered by such Shelf Registration Statement unless such Holder agrees
  in writing to be bound by all the provisions of this Agreement applicable to
  such Holder. 


	
 

	
 


	
 

	
          (b)
  The Company shall use its reasonable best efforts to keep the Shelf
  Registration Statement continuously effective in order to permit the
  prospectus included therein to be lawfully delivered by the Holders of the
  relevant Securities for a period of two years (or for such longer period if
  extended pursuant to Section 3(j) below) from the date of its effectiveness
  or such shorter period that will terminate when all the Securities covered by
  the Shelf Registration Statement (i) have been sold pursuant thereto or (ii)
  are no longer restricted securities (as defined in Rule 144 under the
  Securities Act, or any successor rule thereof) (such period being the “Shelf Registration Period”). The Company
  shall be deemed not to have used its reasonable best efforts to keep the
  Shelf Registration Statement effective during the requisite period if it
  voluntarily takes any action that would result in Holders of Securities
  covered thereby not being able to offer and sell such Securities during that
  period, unless such action is required by applicable law. 










Apollo Investment Funds IV,
L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 5


	
 

	
 


	
 

	
          (c)
  Notwithstanding any other provisions of this Agreement to the contrary, the
  Company must use its reasonable best efforts to ensure that the Shelf
  Registration Statement and the related prospectus and any amendment or
  supplement thereto, as of the effective date of the Shelf Registration
  Statement, amendment or supplement, (i) comply in all material respects with
  the applicable requirements of the Securities Act and the rules and
  regulations thereunder; (ii) the Shelf Registration Statement and any
  amendment thereto does not, when it becomes effective, contain an untrue
  statement of a material fact or omit to state a material fact necessary to
  make the statements therein not misleading; and (iii) any prospectus forming
  part of any Shelf Registration Statement does not contain any untrue
  statement of a material fact or omit to state a material fact necessary in
  order to make the statements therein, in light of the circumstances under
  which they were made, not misleading. 





          3.
Registration Procedures.
In connection with any Shelf Registration contemplated by Section 2 hereof and,
to the extent applicable, any Registered Exchange Offer contemplated by Section
1 hereof, the following provisions shall apply:


	
 

	
 


	
 

	
          (a)
The Company shall (i) furnish to each Purchaser, prior to the filing thereof
with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein; (ii)
include the information set forth in Annex A hereto on the cover, in Annex B
hereto in the “Exchange Offer Procedures” section and the “Purpose of the
Exchange Offer” section and in Annex C hereto in the “Plan of Distribution”
section of the prospectus forming a part of the Exchange Offer Registration
Statement and include the information set forth in Annex D hereto in the
Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
(iii) if requested by a Purchaser, include the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in the
prospectus forming a part of the Exchange Offer Registration Statement; (iv)
include within the prospectus contained in the Exchange Offer Registration
Statement a section entitled “Plan of Distribution,” reasonably acceptable to
the Purchasers, which shall contain a summary statement of the positions
taken or policies made by the staff of the Commission with respect to the
potential “underwriter” status of any broker-dealer that is the beneficial
owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) of Exchange Securities received by such
broker-dealer in the Registered Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the Commission or such positions or policies, in
the reasonable judgment of the Purchasers based upon advice of counsel (which
may be in-house counsel), represent the prevailing views of the staff of the
Commission; and (v) in the case of a Shelf Registration Statement, include
the names of the Holders who propose to sell Securities pursuant to the Shelf
Registration Statement as selling securityholders.  










Apollo Investment Funds IV,
L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 6


	
 

	
 


	
 

	
          (b)
  After the Registration Statement has been declared effective, the Company
  shall give written notice to the Purchasers, the Holders of the Securities
  and any Participating Broker-Dealer from whom the Company has received prior
  written notice that it will be a Participating Broker-Dealer in the
  Registered Exchange Offer of the occurrence of any of the following that
  occurs after the Registration Statement has been declared effective (which
  notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
  instruction to suspend the use of the prospectus until the requisite changes
  have been made):








	
 

	
 

	
 


	
 

	
          (i)
  when the Registration Statement or any amendment thereto has been filed with
  the Commission and when the Registration Statement or any post-effective
  amendment thereto has become effective, provided that this clause (i) shall
  not apply with respect to regular filings of any document or report under the
  Exchange Act, at any time following the effectiveness of the applicable
  Registration Statement hereunder, where such filing is made as part of the
  Company’s periodic disclosure obligations under Sections 13 and 15 of the
  Exchange Act; 


	
 

	
 

	
 


	
 

	
          (ii)
  of any request by the Commission or any state securities authority for
  amendments or supplements to the Registration Statement or the prospectus
  included therein or for additional information; 


	
 

	
 

	
 


	
 

	
          (iii)
  of the issuance by the Commission or any state securities authority of any
  stop order suspending the effectiveness of the Registration Statement or the
  initiation of any proceedings for that purpose; 


	
 

	
 

	
 


	
 

	
          (iv)
  of the receipt by the Company or its legal counsel of any notification with
  respect to the suspension of the qualification of the Securities for sale in
  any jurisdiction or the initiation or threatening of any proceeding for such
  purpose; 


	
 

	
 

	
 


	
 

	
          (v)
  of the happening of any event that requires the Company to make changes in
  the Registration Statement or the prospectus in order that the Registration
  Statement or the prospectus do not contain an untrue statement of a material
  fact nor omit to state a material fact necessary to make the statements
  therein (in the case of the prospectus, in light of the circumstances under
  which they were made) not misleading; and 


	
 

	
 

	
 


	
 

	
          (vi)
  of any determination by the Company that a post-effective amendment to a
  Registration Statement would be appropriate. 








	
 

	
 


	
 

	
          (c)
The Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the
Registration Statement. 


	
 


	
 

	
          (d) The Company shall furnish to
each Holder of Securities included within the coverage of the Shelf
Registration, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Holder so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).


	
 


	
 

	
          (e)
The Company shall deliver to each Exchanging Dealer and each Purchaser, and to
any other Holder who so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if any Exchanging Dealer,
Purchaser or any such Holder requests, all exhibits thereto (including those
incorporated by reference).























Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and 

J.P. Morgan Partners (BHCA).

June 10, 2008
Page 7 


	
 

	
 


	
 

	
          (f)
  The Company shall, during the Shelf Registration Period, deliver to each
  Holder of Securities included within the coverage of the Shelf Registration,
  without charge, as many copies of the prospectus (including each preliminary
  prospectus) included in the Shelf Registration Statement and any amendment or
  supplement thereto as such person may reasonably request. The Company
  consents, subject to the provisions of this Agreement, to the use of the
  prospectus or any amendment or supplement thereto by each of the selling
  Holders of the Securities in connection with the offering and sale of the
  Securities covered by the prospectus, or any amendment or supplement thereto,
  included in the Shelf Registration Statement. 


	
 

	
 


	
 

	
          (g)
  The Company shall deliver to each Purchaser, any Exchanging Dealer, any
  Participating Broker-Dealer and such other persons required to deliver a
  prospectus following the Registered Exchange Offer, without charge, as many
  copies of the final prospectus included in the Exchange Offer Registration
  Statement and any amendment or supplement thereto as such persons may
  reasonably request. The Company consents, subject to the provisions of this
  Agreement, to the use of the prospectus or any amendment or supplement
  thereto by any Purchaser, if necessary, any Participating Broker-Dealer and
  such other persons required to deliver a prospectus following the Registered
  Exchange Offer in connection with the offering and sale of the Exchange
  Securities covered by the prospectus, or any amendment or supplement thereto,
  included in such Exchange Offer Registration Statement. 


	
 

	
 


	
 

	
          (h)
Prior to any public offering of the Securities pursuant to any Registration
Statement the Company shall use its reasonable best efforts to register or
qualify or cooperate with the Holders of the Securities included therein and
their respective counsel in connection with the registration or qualification
of the Securities for offer and sale under the securities or “blue sky” laws
of such states of the United States as any Holder of the Securities
reasonably requests in writing and do any and all other acts or things
necessary or advisable to enable the offer and sale in such jurisdictions of
the Securities covered by such Registration Statement; provided, however,
that the Company shall not be required to (i) qualify generally to do
business in any jurisdiction where it is not then so qualified or (ii) take
any action which would subject it to general service of process or to
taxation in any jurisdiction where it is not then so subject.  


	
 

	
 


	
 

	
          (i)
  The Company shall cooperate with the Holders of the Securities to facilitate
  the timely preparation and delivery of certificates representing the
  Securities to be sold pursuant to any Registration Statement free of any
  restrictive legends and in such denominations and registered in such names as
  the Holders may request a reasonable period of time prior to sales of the
  Securities pursuant to such Registration Statement. 


	
 

	
 


	
 

	
          (j)
  Upon the occurrence of any event contemplated by paragraphs (ii) through (v)
  of Section 3(b) above during the period for which the Company is required to
  maintain an effective Registration Statement, the Company shall use its
  reasonable best efforts to prepare and file a post-effective amendment to the
  Registration Statement or a supplement to the related prospectus and any
  other required document so that, as thereafter delivered to Holders of the
  Securities or purchasers of Securities, the prospectus will not contain an
  untrue statement of a material fact or omit to state any material fact
  necessary to make the statements therein, in light of the circumstances under
  which they were made, not misleading. The Company hereby agrees to notify the
  Purchasers, the Holders of the Securities and any known Participating
  Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b)
  above to suspend the use of the prospectus until the requisite changes to the
  prospectus have been made, then the Purchasers, the Holders of the Securities
  and any such Participating Broker-Dealers shall suspend use of such
  prospectus, and the period of effectiveness of the Shelf Registration
  Statement provided for in Section 2(b) above and the Exchange Offer
  Registration Statement provided for in Section 1 above shall each be extended
  by the number of days from and including the date of the giving of such
  notice to and including the date when the Purchasers, the Holders of the
  Securities and any known Participating Broker-Dealer shall have received such
  amended or supplemented prospectus pursuant to this Section 3(j).










Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and 

J.P. Morgan Partners (BHCA).

June 10, 2008
Page 8 


	
 

	
 


	
 

	
          (k)
  Not later than the effective date of the applicable Registration Statement,
  the Company will provide a CUSIP number for the Initial Securities or the
  Exchange Securities, as the case may be, and provide the applicable trustee
  with printed certificates for the Initial Securities or the Exchange
  Securities, as the case may be, in a form eligible for deposit with The
  Depository Trust Company. 


	
 

	
 


	
 

	
          (l)
  The Company will use its reasonable best efforts to comply with all rules and
  regulations of the Commission to the extent and so long as they are
  applicable to the Registered Exchange Offer or the Shelf Registration and
  will make generally available to its security holders (or otherwise provide
  in accordance with Section 11(a) of the Securities Act) an earnings statement
  satisfying the provisions of Section 11(a) of the Securities Act, no later
  than 45 days after the end of a 12-month period (or 90 days, if such period
  is a fiscal year) beginning with the first month of the Company’s first
  fiscal quarter commencing after the effective date of the Registration
  Statement, which statement shall cover such 12-month period. 


	
 

	
 


	
 

	
          (m)
  The Company shall cause the Indenture to be qualified under the Trust
  Indenture Act of 1939, as amended, in a timely manner and containing such
  changes, if any, as shall be necessary for such qualification. In the event
  that such qualification would require the appointment of a new trustee under
  the Indenture, the Company shall appoint a new trustee thereunder pursuant to
  the applicable provisions of the Indenture.


	
 

	
 


	
 

	
          (n)
  The Company may require each Holder of Securities to be sold pursuant to the
  Shelf Registration Statement to furnish to the Company such information
  regarding the Holder and the distribution of the Securities as the Company
  may from time to time reasonably require for inclusion in the Shelf
  Registration Statement, and the Company may exclude from such registration
  the Securities of any Holder that unreasonably fails to furnish such
  information within a reasonable time after receiving such request. 


	
 

	
 


	
 

	
          (o)
  Subject to Section 8(c), the Company shall enter into such customary
  agreements (including, if requested, an underwriting agreement in customary
  form) and take all such other action, if any, as the Holders of a majority of
  the aggregate principal amount of Securities covered by such Registration
  Statement (the “Majority Holders”)
  shall reasonably request in order to facilitate the disposition of the
  Securities pursuant to any Shelf Registration. 


	
 

	
 


	
 

	
          (p)
  For a reasonable period prior to the filing of a Shelf Registration Statement
  and prior to the execution of any underwriting or similar agreement make
  available for inspection by counsel selected by the Majority Holders (“Holders’ Counsel”) and any underwriters
  participating in an underwritten offering pursuant to a Shelf Registration
  Statement and not more than one accounting firm retained by the Majority
  Holders or underwriters, all financial and other records, pertinent corporate
  documents and properties of the Company reasonably requested by any such
  persons, and cause the respective officers, directors, employees, and any other
  agents of the Company to supply all information reasonably requested by any
  such persons, in connection with a Registration Statement; provided that any
  such records, documents, properties and such information that is designated
  in writing by the Company, in good faith, as confidential at the time of
  delivery of such records, documents, properties or information shall be kept
  confidential by any such persons and shall be used only in connection with
  such Registration Statement, unless disclosure thereof is made in connection
  with a court proceeding or required by law, or such information has become
  available (not in violation of this agreement) to the public generally or
  through a third party without an accompanying obligation of confidentiality,
  and the Company shall be entitled to request that such persons sign a
  confidentiality agreement to the foregoing effect.










Apollo Investment Funds IV,
L.P., Apollo Overseas Partners IV, L.P. and 

J.P. Morgan Partners (BHCA).

June 10, 2008
Page 9 


	
 

	
 


	
 

	
          (q)
  Subject to Section 8(c), in the case of any Shelf Registration, the Company,
  if requested by counsel to the Majority Holders of the Securities covered
  thereby, shall cause (i) its counsel to deliver an opinion and updates
  thereof relating to the Securities in customary form addressed to such
  Holders and the managing underwriters, if any, thereof and dated, in the case
  of the initial opinion, the effective date of such Shelf Registration
  Statement in form, substance and scope customarily covered in opinions
  delivered in connection with shelf registrations; provided, however, that in
  the case of an underwritten offering such opinions shall also be addressed to
  the underwriters and also cover the matters customarily covered in opinions
  delivered by issuers in connection with primary underwritten offerings of
  debt securities comparable to the Securities (such additional opinions to be
  agreed upon by the underwriters and the Company, such agreement not to be
  unreasonably withheld), (ii) its officers to execute and deliver all
  customary documents and certificates and updates thereof requested by any
  underwriters of the applicable Securities and (iii) its independent public
  accountants and the independent public accountants with respect to any other
  entity for which financial information is provided in the Shelf Registration
  Statement to provide to the selling Holders of the applicable Securities and
  any underwriter therefor a comfort letter in customary form and covering
  matters of the type customarily covered in comfort letters in connection with
  shelf registrations; provided, however, that in the case of an underwritten
  offering such letters shall also be addressed to the underwriters and cover
  the matters customarily covered in “comfort letters” delivered by issuers in
  connection with primary underwritten offerings of debt securities comparable
  to the Securities (such letters to be agreed upon by the underwriters and
  such accountants, such agreement not to be unreasonably withheld); subject to
  receipt of appropriate documentation as contemplated, and only if permitted,
  by Statement of Auditing Standards No. 100. 


	
 

	
 


	
 

	
          (r)
  In the case of the Registered Exchange Offer, if requested by any known
  Participating Broker-Dealer that is subject to the prospectus delivery
  requirements of the Securities Act, and if a Registration Statement is
  required to be filed under the Securities Act, the Company shall cause (i)
  its counsel to deliver to such Participating Broker-Dealer a signed opinion
  in such form as is customary in connection with the preparation of a
  Registration Statement and (ii) its independent public accountants and the
  independent public accountants with respect to any other entity for which
  financial information is provided in the Registration Statement to deliver to
  such Participating Broker-Dealer a comfort letter in such form as is
  customary in connection with the preparation of a Registration Statement. 


	
 

	
 


	
 

	
          (s)
  If a Registered Exchange Offer is to be consummated, upon delivery of the
  Initial Securities by Holders to the Company (or to such other Person as
  directed by the Company) in exchange for the Exchange Securities, the Company
  shall mark, or caused to be marked, on the Initial Securities so exchanged
  that such Initial Securities are being canceled in exchange for the Exchange
  Securities; in no event shall the Initial Securities be marked as paid or
  otherwise satisfied.










Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and 

J.P. Morgan Partners (BHCA).

June 10, 2008
Page 10 


	
 

	
 


	
 

	
          (t)
  The Company will use its reasonable best efforts to (a) if the Initial
  Securities have been rated prior to the initial sale of such Initial
  Securities, confirm such ratings will apply to the Securities covered by a
  Registration Statement, or (b) if the Initial Securities were not previously
  rated, cause the Securities covered by a Registration Statement to be rated
  with the appropriate rating agencies, if so requested by the Majority
  Holders, or by the managing underwriters, if any. 


	
 

	
 


	
 

	
          (u)
  In the event that any broker-dealer registered under the Exchange Act shall
  underwrite any Securities or participate as a member of an underwriting
  syndicate or selling group or “assist in the distribution” (within the
  meaning of the Conduct Rules (the “Rules”)
  of The Financial Industry Regulatory Authority (“FINRA”)) thereof, whether as a Holder of such Securities or
  as an underwriter, a placement or sales agent or a broker or dealer in
  respect thereof, or otherwise, the Company will assist such broker-dealer in
  complying with the requirements of such Rules, including, without limitation,
  by (i) if such Rules, including Rule 2720, shall so require, engaging a
  “qualified independent underwriter” (as defined in Rule 2720) to participate
  in the preparation of the Registration Statement relating to such Securities,
  to exercise usual standards of due diligence in respect thereto and, if any
  portion of the offering contemplated by such Registration Statement is an
  underwritten offering or is made through a placement or sales agent, to
  recommend the yield of such Securities, (ii) indemnifying any such qualified
  independent underwriter to the extent of the indemnification of underwriters
  provided in Section 5 hereof and (iii) providing such information to such
  broker-dealer as may be required in order for such broker-dealer to comply
  with the requirements of the Rules. 


	
 

	
 


	
 

	
          (v)
  The Company shall use its reasonable best efforts to take all other steps
  necessary to effect the registration of the Securities covered by a
  Registration Statement contemplated hereby. 


	
 

	
 


	
 

	
          4.
  Registration Expenses. Subject
  to Section 8(c), all expenses incident to the Company’s performance of and
  compliance with this Agreement will be borne by the Company, regardless of
  whether a Registration Statement is ever filed or becomes effective,
  including without limitation; 


	
 

	
 


	
 

	
              (i)
  all registration and filing fees and expenses; 


	
 

	
 


	
 

	
              (ii)
  all fees and expenses of compliance with federal securities and state “blue
  sky” or securities laws; 


	
 

	
 


	
 

	
              (iii)
  all expenses of printing (including printing certificates for the Securities
  to be issued in the Registered Exchange Offer and printing of Prospectuses),
  messenger and delivery services and telephone; 


	
 

	
 


	
 

	
              (iv)
  all rating agency fees; 


	
 

	
 


	
 

	
              (v)
  all fees and disbursements of counsel for the Company; 












Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 11


	
 

	
 


	
 

	
          (vi)
 all application and filing fees in connection with listing the Exchange
 Securities on a national securities exchange or automated quotation system
 pursuant to the requirements hereof; 


	
 

	
 


	
 

	
          (vii)
 all fees and disbursements of independent certified public accountants of the
 Company (including the expenses of any special audit and comfort letters
 required by or incident to such performance); 


	
 

	
 


	
 

	
          (viii)
 all fees and disbursements relating to the qualification of the Indenture
 under applicable securities laws; 


	
 

	
 


	
 

	
          (ix)
 all premiums and other costs of policies of insurance maintained by the
 Company against liabilities arising out of the public offering of the
 Transfer Restricted Securities being registered; 


	
 

	
 


	
 

	
          (x)
 all fees and expenses of a “qualified independent underwriter” as defined by
 Conduct Rule 2720 of the FINRA, if required by the FINRA rules, in connection
 with the offering of the Exchange Securities or Transfer Restricted
 Securities in an underwritten offering; and 


	
 

	
 


	
 

	
          (xi)
 the reasonable fees and expenses of the Trustee, including its counsel, and
 any escrow agent or custodian. 





          Notwithstanding
the foregoing, the holders of the Exchange Securities or Transfer Restricted
Securities being registered shall pay all agency or brokerage fees and
commissions and underwriting discounts and commissions attributable to the sale
of Transfer Restricted Securities and the fees and disbursements of any counsel
or other advisors or experts retained by such holders (severally or jointly)
(excluding advisors or other experts retained by the Company, as aforesaid);
provided, however, that in the case of a Shelf Registration Statement under
Section 2 and Section 3 hereof, the Majority Holders may, in each case, if they
so elect, select Holders’ Counsel to represent them (which may be counsel to
the Purchasers), in which event the aforementioned registration expenses shall
include the reasonable fees and disbursements of such counsel up to a maximum
of $80,000. 


          The
Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company. 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 12


          5.
Indemnification. (a) The Company
and the Guarantors, if any, agree to indemnify and hold harmless the
Purchasers, each Holder of the Securities, any Participating Broker-Dealer,
each underwriter who participates in an offering of Transfer Restricted
Securities and each person, if any, who controls such Purchaser, Holder,
Participating Broker-Dealer or underwriter within the meaning of the Securities
Act or the Exchange Act (each Purchaser, Holder, any Participating
Broker-Dealer, underwriter and such controlling persons are referred to
collectively as the “Indemnified Parties”)
from and against any losses, claims, damages or liabilities, joint or several,
or any actions in respect thereof (including, but not limited to, any losses,
claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or in any amendment or supplement thereto, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, or such
losses, claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in any prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration, or arise out of, or are
based upon, the omission or alleged omission to state therein a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that
the Company shall not be liable in any such case to the extent that such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Purchaser,
Holder, Participating Broker-Dealer or underwriter and furnished to the Company
by or on behalf of such Purchaser, Holder, Participating Broker-Dealer or
underwriter specifically for inclusion therein; provided further, however,
that this indemnity agreement will be in addition to any liability which the
Company may otherwise have to such Indemnified Party. 


          (b)
Each Holder of the Securities, severally and not jointly, will indemnify and
hold harmless the Company, the Purchasers, each underwriter who participates in
an offering of Transfer Restricted Securities and the other selling Holders and
each of their respective directors and officers (including each officer of the
Company who signed the Registration Statement) and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act from and against any losses, claims, damages or liabilities or any actions
in respect thereof, to which the Company or any such controlling person may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or in any amendment or supplement
thereto, or arise out of, or are based upon, the omission or alleged omission
to state therein a material fact necessary to make the statements therein not
misleading, or such losses, claims, damages, liabilities or actions arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf Registration, or
arise out of, or are based upon, the omission or alleged omission to state
therein a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, but in each case
only to the extent that the untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by
the Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons. 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 13


          (c)
Promptly after receipt by an indemnified party under this Section 5 of notice
of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action, and does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified
party. The indemnifying party will not be liable for the costs and expenses of
any settlement of such action effected by such indemnified party without the
consent of the indemnifying party, which consent shall not be unreasonably
withheld. 


          (d)
If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or
(b) above in such proportion as is appropriate to reflect the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company on the one hand or such Purchaser, Holder, Participating
Broker-Dealer or underwriter or such other indemnified party, as the case may
be, on the other, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 5(d), the Holders of the Securities shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Company. 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 14


          (e)
The agreements contained in this Section 5 shall survive the sale of the
Securities pursuant to a Registration Statement and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any indemnified party. 


          6.
Additional Interest Under Certain
Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the
Securities shall be assessed as follows if any of the following events occur
(each such event in clauses (i) through (iv) below being herein called a “Registration Default”): 


	
 

	
 

	
 


	
 

	
(i)

	
any
 Registration Statement required by this Agreement is not filed with the
 Commission on or prior to the applicable Filing Deadline; 


	
 

	
 

	
 


	
 

	
(ii)

	
any
 Registration Statement required by this Agreement is not declared effective
 by the Commission on or prior to the applicable Effectiveness Deadline; 


	
 

	
 

	
 


	
 

	
(iii)

	
the
 Registered Exchange Offer has not been consummated on or prior to the
 Consummation Deadline; or 


	
 

	
 

	
 


	
 

	
(iv)

	
any
 Registration Statement required by this Agreement has been declared effective
 by the Commission but, thereafter during the period during which the Company
 is required to maintain the effectiveness thereof, (A) such Registration
 Statement thereafter ceases to be effective or (B) such Registration
 Statement or the related prospectus ceases to be usable in connection with
 resales of Transfer Restricted Securities, for a period of 60 days, whether
 or not consecutive, because either (1) any event occurs as a result of which
 the related prospectus forming part of such Registration Statement would
 include any untrue statement of a material fact or omit to state any material
 fact necessary to make the statements therein in the light of the
 circumstances under which they were made not misleading, or (2) it shall be
 necessary to amend such Registration Statement or supplement the related
 prospectus, to comply with the Securities Act or the Exchange Act or the
 respective rules thereunder. 





          Each
of the foregoing will constitute a Registration Default whatever the reason for
any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission. 


          Additional
Interest shall accrue on the Specified Securities over and above the interest
set forth in the title of the Securities from and including the date on which
any such Registration Default shall occur to but excluding the date on which
all such Registration Defaults have been cured, at a rate of 0.25% per annum
(the “Additional Interest Rate”)
for the first 90-day period immediately following the occurrence of such
Registration Default. The Additional Interest Rate shall increase by an
additional 0.25% per annum with respect to each subsequent 90-day period until
all Registration Defaults have been cured, up to a maximum Additional Interest
Rate of 1.0% per annum. 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 15


          (b)
A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed
not to have occurred and be continuing in relation to a Shelf Registration
Statement, or the related prospectus if (i) such Registration Default has
occurred solely as a result of (x) the filing of a post-effective amendment to
such Shelf Registration Statement to incorporate annual audited financial information
with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the
related prospectus or (y) other material events, with respect to the Company
that would need to be described in such Shelf Registration Statement or the
related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf
Registration Statement and related prospectus to describe such events; provided,
however, that in any case if such Registration Default occurs for a
period of 60 days, whether or not consecutive, Additional Interest shall be
payable in accordance with the above paragraph from the day such Registration
Default occurs until such Registration Default is cured. 


          (c)
Notwithstanding the foregoing, any Registration Default specified in clause
(i), (ii) or (iii) of the preceding section (a) that relates to the Exchange
Offer Registration Statement or the Exchange Offer shall be deemed cured at
such time as the Shelf Registration Statement is declared effective by the SEC.



          (d)
Any amounts of Additional Interest due pursuant to Section 6(a) will be payable
in cash on the regular interest payment dates with respect to the Securities. The
amount of Additional Interest will be determined by multiplying the applicable
Additional Interest Rate by the principal amount of the Securities and further
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest Rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360. 


          (e)
Following the cure of all Registration Defaults the accrual of additional
interest on the Specified Securities will cease and the interest rate will
revert to the original rate; provided, however, that if, after any such
additional interest ceases to accrue, a different event specified in clause
(i), (ii), (iii) or (iv) of the definition of Registration Default above
occurs, such additional interest shall begin to accrue again pursuant to the
foregoing provisions. 


          The
Company shall notify the Trustee within five business days after the occurrence
of each Registration Default. 


          The
Company shall pay the additional interest due on the Specified Securities by
depositing with the Trustee, in trust, for the benefit of the Holders thereof,
by 12:00 noon, New York City time, on or before the applicable semi-annual
interest payment date for the Securities, immediately available funds in sums
sufficient to pay the additional interest then due. The additional interest
amount due shall be payable on each interest payment date to the record Holder
of Securities entitled to receive the interest payment to be made on such date
as set forth in the Indenture. 


          Additional interest pursuant to this Section 6
constitutes liquidated damages with respect to Registration Defaults and shall
be the exclusive monetary remedy available to the Holders and/or the Purchasers
with respect to any Registration Default. 


          (f)
“Specified Securities” means the
Securities (not including the Exchange Securities); provided, however,
that, if the Registration Default relates solely to a Shelf Registration
Statement, then (i) if such Shelf Registration Statement is required to cover
both Securities and Exchange Securities, the “Specified Securities” shall mean
both the Securities and Exchange Securities and (ii) if such Shelf Registration
Statement is required to cover only Exchange Securities, the “Specified
Securities” shall mean only the Exchange Securities; provided further, however,
that if the Registration Default relates to an Exchange Offer Registration
Statement that is unavailable for use during the Participating Broker-Dealer
Prospectus Period, the “Specified Securities” shall mean the Exchange
Securities. 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 16


          (g)
“Transfer Restricted Securities”
means each Initial Security until (i) the date on which such Security has been
exchanged by a person other than a broker-dealer for a freely transferable Exchange
Security in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of an Initial Security for an
Exchange Security, the date on which such Exchange Security is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Security has been effectively
registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement, (iv) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144 under the Securities Act, (v) the date on which
such Security shall have been otherwise transferred by the Holder thereof and a
new Security not bearing a legend restricting further transfer shall have been
delivered by the Issuer and subsequent disposition of such Security shall not
require registration or qualification under the 1933 Act or any similar state
law then in force, or (vi) such Security ceases to be outstanding.


          7.
Rules 144 and 144A. The Company
shall use its reasonable best efforts to file the reports required to be filed
by it under the Securities Act and the Exchange Act in a timely manner and, if
at any time the Company is not required to file such reports, it will, upon the
request of any Holder of Securities, make publicly available other information
so long as necessary to permit sales of their Securities pursuant to Rules 144
and 144A. The Company covenants that it will take such further action as any
Holder of Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company
will provide a copy of this Agreement to prospective purchasers of Initial
Securities identified to the Company by the Purchasers upon request. Upon the
request of any Holder of Initial Securities, the Company shall deliver to such
Holder a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act. 


          8.
Underwritten Registrations. (a) If
any of the Transfer Restricted Securities covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by
the Majority Holders of such Transfer Restricted Securities to be included in
such offering. 


          (b)
No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person’s Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements. 


          (c)
Notwithstanding anything to the contrary contained herein, (i) the Company
shall not be required to cooperate with an underwritten offering unless a
request for an underwritten offering is made by holders of 33-1/3% of Transfer
Restricted Securities outstanding, (ii) the Company shall not be obligated to
cooperate with more than one underwritten offering pursuant to this Agreement,
(iii) upon receipt of a request to prepare and file an amendment or supplement
to a Registration Statement and Prospectus in connection with an underwritten
offering, the Company may delay the filing of any such amendment or supplement
for up to 120 days if the Company in good faith has a valid business reason for
such delay provided that nothing in this clause (iii) limits the Company’s
obligations under Section 1, and (iv) the Company shall not be required to pay
more than an aggregate of $200,000 of registration-related expenses, in
addition to internal expenses of the Company (including, without limitation,
salaries of officers and employees performing legal and accounting duties) in
connection with any such underwritten offering. 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 17


          9.
Miscellaneous. 


          (a)
Remedies.
The Company acknowledges and agrees that any failure by the Company to comply
with its obligations under Section 1 and 2 hereof may result in material
irreparable injury to the Purchasers or the Holders for which there is no
adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s obligations under Sections 1 and 2 hereof.
The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate. 


          (b)
No
Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company’s securities under any agreement
in effect on the date hereof. 


          (c)
Amendments
and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, except by the Company and the written
consent of the holders of a majority in principal amount of Transfer Restricted
Securities affected by such amendment, modification, supplement, waiver or
consents. 


          (d)
Notices.
All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission,
or air courier which guarantees overnight delivery: 


	
 

	
 

	
 


	
 

	
(1)

	
if to a Holder of the
 Securities, at the most current address given by such Holder to the Company. 


	
 

	
 

	
 


	
 

	
(2)

	
if to Apollo Investment
 Fund IV, L.P. and/or Apollo Overseas Partners IV, L.P.; 


	
 

	
 

	
 


	
 

	
 

	
c/o Apollo Investment Fund
 IV, L.P.


	
 

	
 

	
9 West 57th
 Street


	
 

	
 

	
New York, NY 10019


	
 

	
 

	
Attention: Andrew Africk


	
 

	
 

	
Fax No.: (212) 515-3288


	
 

	
 

	
 


	
 

	
 

	
and if to J.P. Morgan
 Partners (BHCA):


	
 

	
 

	
 


	
 

	
 

	
c/o CCMP Capital Advisers,
 LLC


	
 

	
 

	
245 Park Avenue, 16th
 Floor


	
 

	
 

	
New York, NY 10167


	
 

	
 

	
Attention: Richard Jansen


	
 

	
 

	
Fax No.: (917) 464-9569










Apollo Investment Funds IV,
L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 18


	
 

	
 

	
 


	
 

	
 

	
in each case with a copy to:


	
 

	
 

	
 


	
 

	
 

	
O’Melveny & Myers LLP


	
 

	
 

	
Times Square Tower


	
 

	
 

	
7 Times Square


	
 

	
 

	
New York, NY 10036


	
 

	
 

	
Attention: David
 Pommerening


	
 

	
 

	
Paul Scrivano


	
 

	
 

	
Fax No.: (212) 326-2061


	
 

	
 

	
 


	
 

	
(3)

	
if to the Company, at its
 address as follows: 


	
 

	
 

	
 


	
 

	
 

	
          United
 Rentals, Inc. 


	
 

	
 

	
          Five
 Greenwich Office Park 


	
 

	
 

	
          Greenwich,
 Ct 06830 


	
 

	
 

	
          Attention:
 Chief Financial Officer 


	
 


	
                    with
 a copy to: 


	
 


	
 

	
 

	
          Simpson
 Thacher & Bartlett LLP 


	
 

	
 

	
          425
 Lexington Avenue 


	
 

	
 

	
          New
 York, NY 10017 


	
 

	
 

	
          Attention:
 Kenneth B. Wallach





          All
such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; three business days after
being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by recipient’s facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery. 


          (e)
Third
Party Beneficiaries. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company, on the one hand, and the
Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder. 


          (f)
Successors
and Assigns. This Agreement shall be binding upon the Company and
its successors and assigns. 


          (g)
Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement. 








Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 19 


          (h)
Headings. The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


          (i)
Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. 


          (j)
Severability. If any one or more
of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby. 


          (k)
Securities Held by the Company.
Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the
Company or its affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason of their
holdings of such Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage. 


          10.Termination.This agreement shall terminate
and be of no further force and effect at such time as none of the Securities
constitute Transfer Restricted Securities. 


          If
the foregoing is in accordance with your understanding of our agreement, please
sign and return to the Company a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement among the several
Purchasers and the Company and the Guarantors in accordance with its terms. 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA). 


	
 

	
 

	
 


	
 

	
Very truly
  yours,


	
 

	
 

	
 


	
 

	
 

	
UNITED RENTALS, INC.


	
 

	
 

	
 


	
 

	
 

	
By: /s/
  Michael J. Kneeland


	
 

	
 

	



	
 

	
 

	
Name:
  Michael J. Kneeland


	
 

	
 

	
Title: Chief
  Executive Officer










 



Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and 

J.P. Morgan Partners (BHCA). 


The foregoing
Registration 

Rights Agreement is hereby confirmed

and accepted as of the date first

above written. 


APOLLO
INVESTMENT FUND IV, L.P. 


By: Apollo
Advisors IV, L.P., its general partner 


By: Apollo
Capital Management IV, Inc., its general partner 


	
 

	
 


	
By: 

	
  /s/
  Andrew Africk


	
 

	



	
 

	
Name: Andrew
  Africk 


	
 

	
Title: Vice
  President 






APOLLO
OVERSEAS PARTNERS IV, L.P. 


By: Apollo
Advisors IV, L.P., its general partner 


By: Apollo
Capital Management IV, Inc., its general partner 


	
 

	
 


	
By:

	
  /s/
  Andrew Africk


	
 

	



	
 

	
Name: Andrew
  Africk 


	
 

	
Title: Vice
  President 






J.P. MORGAN
PARTNERS (BHCA), L.P. 


By: CCMP
Capital Advisors, LLC, as attorney in fact 


	
 

	
 


	
By: 

	
  /s/
  Christopher Behrens


	
 

	



	
 

	
Name:
  Christopher Behrens 


	
 

	
Title:
  Managing Director 











Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and 

J.P. Morgan Partners (BHCA). 

June 10, 2008 

Page 22 


ANNEX A 


          Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company has agreed
that it will allow Participating Broker-Dealers and any other persons, if any,
with similar prospectus delivery requirements to use the prospectus contained
in the Exchange Offer Registration Statement in connection with the resale of
such Exchange Securities, for a period commencing on the day the Exchange Offer
is consummated and continuing for 90 days (or such shorter period during which
Participating Broker-Dealers are required by law to deliver such prospectus);
provided, however, that if for any day during such period the Company restricts
the use of such prospectus, such period shall be extended on a day-for-day
basis. See “Plan of Distribution.” 









Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 23


ANNEX B 


          Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Initial Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See “Plan of Distribution.” 






Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 24


ANNEX C 


PLAN OF DISTRIBUTION


          Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as
a result of market-making activities or other trading activities. The Company
has agreed that it will allow Participating Broker-Dealers and any other
persons, if any, with similar prospectus delivery requirements to use the
prospectus contained in the Exchange Offer Registration Statement in connection
with the resale of such Exchange Securities, for a period commencing on the day
the Exchange Offer is consummated and continuing for 90 days (or such shorter
period during which Participating Broker-Dealers are required by law to deliver
such prospectus); provided, however, that if for any day during such period the
Company restricts the use of such prospectus, such period shall be extended on
a day-for-day basis. In addition, until     , 200     , all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus1.



          The
Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Securities or a combination of
such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be deemed to be
an “underwriter” within the meaning of the Securities Act and any profit on any
such resale of Exchange Securities and any commission or concessions received
by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities Act. 


          For
a period of 90 days after the Expiration Date the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident to the
Exchange Offer other than commissions or concessions of any brokers or dealers
and will indemnify the Holders of the Securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act. 


	
 

	
 


	


	




	
1

	
In addition,
 the legend required by Item 502(b) of Regulation S-K will appear on the back
 cover page of the Exchange Offer prospectus. This sentence may be deleted if
 such delivery requirements do not apply under Rule 174 of the Securities Act.
 










Apollo
Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and

J.P. Morgan Partners (BHCA).

June 10, 2008

Page 25


ANNEX D 


[
     ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH
TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO. 


	
 

	
 

	
 

	
 


	
 

	
Name:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
Address:

	
 

	
 


	
 

	
 

	


	
 






If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange Securities for its
own account in exchange for Initial Securities that were acquired as a result
of market-making activities or other trading activities, it acknowledges that
it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act.