Exhibit 4.2


 


UNITED RENTALS (NORTH AMERICA), INC.


 


as the Company


 


and


 


UNITED RENTALS, INC.


 


and


 


THE SUBSIDIARIES NAMED HEREIN


 


as Guarantors


 


to


 


THE BANK OF NEW YORK MELLON


 


as Trustee


 






 


Indenture


 


Dated as of November 17, 2009


 






 


$500,000,000


 


9.25% Senior Notes Due 2019


 

















 


CROSS REFERENCE TABLE(1)


 


	
  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; 7.03

  	
   

  
	
  313(d)

  	
   

  	
  7.03

  	
   

  
	
  314(a)

  	
   

  	
  7.04

  	
   

  
	
  314(a)(4)

  	
   

  	
  1.03;10.19

  	
   

  
	
  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)

  	
   

  	
  1.01

  	
  (3)

  



 






(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

















 


	
  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

  



 


3

















 


TABLE OF CONTENTS


 


ARTICLE I


 


Definitions
and Other Provisions of General Application


 


	
  SECTION 1.01.

  	
  Definitions

  	
   

  	
  1

  
	
  SECTION 1.02.

  	
  Compliance Certificates and Opinions

  	
   

  	
  27

  
	
  SECTION 1.03.

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  28

  
	
  SECTION 1.04.

  	
  Acts of Holders; Record Dates

  	
   

  	
  28

  
	
  SECTION 1.05.

  	
  Notices to Trustee, the Company or a Guarantor

  	
   

  	
  30

  
	
  SECTION 1.06.

  	
  Notice to Holders; Waiver

  	
   

  	
  31

  
	
  SECTION 1.07.

  	
  Conflict with Trust Indenture Act

  	
   

  	
  31

  
	
  SECTION 1.08.

  	
  Effect of Headings and Table of Contents

  	
   

  	
  31

  
	
  SECTION 1.09.

  	
  Successors and Assigns

  	
   

  	
  31

  
	
  SECTION 1.10.

  	
  Separability Clause

  	
   

  	
  32

  
	
  SECTION 1.11.

  	
  Benefits of Indenture

  	
   

  	
  32

  
	
  SECTION 1.12.

  	
  Governing Law

  	
   

  	
  32

  
	
  SECTION 1.13.

  	
  Legal Holidays

  	
   

  	
  32

  
	
  SECTION 1.14.

  	
  Waiver of Jury Trial

  	
   

  	
  32

  
	
  SECTION 1.15.

  	
  Force Majeure

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  	
   

  
	
  Security Forms

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Form and Dating

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  	
   

  
	
  The Securities

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Title and Terms

  	
   

  	
  33

  
	
  SECTION 3.02.

  	
  Denominations

  	
   

  	
  34

  
	
  SECTION 3.03.

  	
  Execution and Authentication

  	
   

  	
  34

  
	
  SECTION 3.04.

  	
  Temporary Securities

  	
   

  	
  35

  
	
  SECTION 3.05.

  	
  Registration, Registration of Transfer and Exchange

  	
   

  	
  35

  
	
  SECTION 3.06.

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  36

  
	
  SECTION 3.07.

  	
  Payment of Interest; Rights Preserved

  	
   

  	
  37

  
	
  SECTION 3.08.

  	
  Persons Deemed Owners

  	
   

  	
  38

  
	
  SECTION 3.09.

  	
  Cancellation

  	
   

  	
  38

  
	
  SECTION 3.10.

  	
  Computation of Interest

  	
   

  	
  38

  
	
  SECTION 3.11.

  	
  CUSIP and CINS Numbers

  	
   

  	
  39

  
	
  SECTION 3.12.

  	
  Deposits of Monies

  	
   

  	
  39

  
	
  SECTION 3.13.

  	
  Issuance of Additional Securities

  	
   

  	
  39

  



 


4

















 


	
  ARTICLE IV

  
	
   

  	
   

  	
   

  	
   

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  40

  
	
  SECTION 4.02.

  	
  Application of Trust Money

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  	
   

  
	
  Remedies

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Events of Default

  	
   

  	
  41

  
	
  SECTION 5.02.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  43

  
	
  SECTION 5.03.

  	
  Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
   

  	
  44

  
	
  SECTION 5.04.

  	
  Trustee May File Proofs of Claim

  	
   

  	
  45

  
	
  SECTION 5.05.

  	
  Trustee May Enforce Claims Without Possession of
  Securities

  	
   

  	
  46

  
	
  SECTION 5.06.

  	
  Application of Money Collected

  	
   

  	
  46

  
	
  SECTION 5.07.

  	
  Limitation on Suits

  	
   

  	
  46

  
	
  SECTION 5.08.

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
   

  	
  47

  
	
  SECTION 5.09.

  	
  Restoration of Rights and Remedies

  	
   

  	
  47

  
	
  SECTION 5.10.

  	
  Rights and Remedies Cumulative

  	
   

  	
  47

  
	
  SECTION 5.11.

  	
  Delay or Omission Not Waiver

  	
   

  	
  48

  
	
  SECTION 5.12.

  	
  Control by Holders

  	
   

  	
  48

  
	
  SECTION 5.13.

  	
  Waiver of Past Defaults

  	
   

  	
  48

  
	
  SECTION 5.14.

  	
  Undertaking for Costs

  	
   

  	
  48

  
	
  SECTION 5.15.

  	
  Waiver of Stay or Extension Laws

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  	
   

  
	
  The Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Certain Duties and Responsibilities

  	
   

  	
  49

  
	
  SECTION 6.02.

  	
  Notice of Defaults

  	
   

  	
  50

  
	
  SECTION 6.03.

  	
  Certain Rights of Trustee

  	
   

  	
  50

  
	
  SECTION 6.04.

  	
  Not Responsible for Recitals or Issuance of Securities

  	
   

  	
  52

  
	
  SECTION 6.05.

  	
  May Hold Securities

  	
   

  	
  52

  
	
  SECTION 6.06.

  	
  Money Held in Trust

  	
   

  	
  52

  
	
  SECTION 6.07.

  	
  Compensation and Reimbursement

  	
   

  	
  52

  
	
  SECTION 6.08.

  	
  Conflicting Interests

  	
   

  	
  53

  
	
  SECTION 6.09.

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  53

  
	
  SECTION 6.10.

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  53

  
	
  SECTION 6.11.

  	
  Acceptance of Appointment by Successor

  	
   

  	
  55

  
	
  SECTION 6.12.

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
   

  	
  55

  



 


5

















 


	
  SECTION 6.13.

  	
  Preferential Collection of Claims Against the Company or a
  Guarantor

  	
   

  	
  55

  
	
  SECTION 6.14.

  	
  Appointment of Authenticating Agent

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  	
   

  
	
  Holders’ Lists and Reports by Trustee and Company

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  57

  
	
  SECTION 7.02.

  	
  Preservation of Information; Communications to Holders

  	
   

  	
  57

  
	
  SECTION 7.03.

  	
  Reports by Trustee

  	
   

  	
  58

  
	
  SECTION 7.04.

  	
  Reports by Company

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  	
   

  
	
  Consolidation, Merger, Conveyance, Transfer or Lease

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Company May Consolidate, Etc. Only on Certain Terms

  	
   

  	
  58

  
	
  SECTION 8.02.

  	
  Successor Substituted

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  	
   

  
	
  Amendments;
  Waivers; Supplemental Indentures

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Amendments, Waivers and Supplemental Indentures Without
  Consent of Holders

  	
   

  	
  60

  
	
  SECTION 9.02.

  	
  Modifications, Amendments and Supplemental Indentures with
  Consent of Holders

  	
   

  	
  61

  
	
  SECTION 9.03.

  	
  Execution of Supplemental Indentures

  	
   

  	
  62

  
	
  SECTION 9.04.

  	
  Effect of Supplemental Indentures

  	
   

  	
  62

  
	
  SECTION 9.05.

  	
  Conformity with Trust Indenture Act

  	
   

  	
  62

  
	
  SECTION 9.06.

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  62

  
	
  SECTION 9.07.

  	
  Waiver of Certain Covenants

  	
   

  	
  63

  
	
  SECTION 9.08.

  	
  No Liability for Certain Persons

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  	
   

  	
   

  	
   

  
	
  Covenants

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  63

  
	
  SECTION 10.02.

  	
  Maintenance of Office or Agency

  	
   

  	
  64

  
	
  SECTION 10.03.

  	
  Money for Security Payments to be Held in Trust

  	
   

  	
  64

  
	
  SECTION 10.04.

  	
  Existence; Activities

  	
   

  	
  65

  
	
  SECTION 10.05.

  	
  Maintenance of Properties

  	
   

  	
  65

  



 


6

















 


	
  SECTION 10.06.

  	
  Payment of Taxes and Other Claims

  	
   

  	
  66

  
	
  SECTION 10.07.

  	
  Maintenance of Insurance

  	
   

  	
  66

  
	
  SECTION 10.08.

  	
  Limitation on Indebtedness

  	
   

  	
  66

  
	
  SECTION 10.09.

  	
  Limitation on Restricted Payments

  	
   

  	
  70

  
	
  SECTION 10.10.

  	
  Limitation on Preferred Stock of Restricted Subsidiaries

  	
   

  	
  75

  
	
  SECTION 10.11.

  	
  Limitation on Transactions with Affiliates

  	
   

  	
  75

  
	
  SECTION 10.12.

  	
  Limitation on Liens

  	
   

  	
  76

  
	
  SECTION 10.13.

  	
  Change of Control

  	
   

  	
  76

  
	
  SECTION 10.14.

  	
  Disposition of Proceeds of Asset Sales

  	
   

  	
  77

  
	
  SECTION 10.15.

  	
  Limitation on Dividends and Other Payment Restrictions
  Affecting Restricted Subsidiaries

  	
   

  	
  80

  
	
  SECTION 10.16.

  	
  Additional Subsidiary Guaranties

  	
   

  	
  81

  
	
  SECTION 10.17.

  	
  Limitations on Designation of Unrestricted Subsidiaries

  	
   

  	
  81

  
	
  SECTION 10.18.

  	
  Provision of Financial Information

  	
   

  	
  82

  
	
  SECTION 10.19.

  	
  Statement by Officers as to Default; Compliance
  Certificates

  	
   

  	
  82

  
	
  SECTION 10.20.

  	
  Designation of “Designated Senior Indebtedness”

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  	
   

  	
   

  	
   

  
	
  Redemption of Securities

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Right of Redemption / Mandatory Redemption

  	
   

  	
  83

  
	
  SECTION 11.02.

  	
  Applicability of Article

  	
   

  	
  83

  
	
  SECTION 11.03.

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  83

  
	
  SECTION 11.04.

  	
  Selection by Trustee of Securities to Be Redeemed

  	
   

  	
  83

  
	
  SECTION 11.05.

  	
  Notice of Redemption

  	
   

  	
  84

  
	
  SECTION 11.06.

  	
  Deposit of Redemption Price

  	
   

  	
  85

  
	
  SECTION 11.07.

  	
  Securities Payable on Redemption Date

  	
   

  	
  85

  
	
  SECTION 11.08.

  	
  Securities Redeemed in Part

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  	
   

  	
   

  	
   

  
	
  Defeasance and Covenant Defeasance

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
   

  	
  86

  
	
  SECTION 12.02.

  	
  Defeasance and Discharge

  	
   

  	
  86

  
	
  SECTION 12.03.

  	
  Covenant Defeasance

  	
   

  	
  86

  
	
  SECTION 12.04.

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  	
  87

  
	
  SECTION 12.05.

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

  	
   

  	
  89

  
	
  SECTION 12.06.

  	
  Reinstatement

  	
   

  	
  89

  



 


7

















 


	
  ARTICLE XIII

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantee

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.01.

  	
  Guarantee

  	
   

  	
  90

  
	
  SECTION 13.02.

  	
  Limitation on Liability

  	
   

  	
  92

  
	
  SECTION 13.03.

  	
  Execution and Delivery of Guarantees

  	
   

  	
  92

  
	
  SECTION 13.04.

  	
  Guarantors May Consolidate, Etc., on Certain Terms

  	
   

  	
  93

  
	
  SECTION 13.05.

  	
  Release of Guarantors

  	
   

  	
  93

  
	
  SECTION 13.06.

  	
  Successors and Assigns

  	
   

  	
  93

  
	
  SECTION 13.07.

  	
  No Waiver, etc

  	
   

  	
  93

  
	
  SECTION 13.08.

  	
  Modification, etc

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  A

  	
  The
  Guarantors

  	
   

  	
   

  
	
  Appendix

  	
  Provisions
  Relating to the Securities

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of
  Security

  	
   

  	
   

  
	
  Exhibit B

  	
  Form of
  Notation on Security Relating to Guarantee

  	
   

  	
   

  
					



 


8
















 


INDENTURE, dated as of November 17, 2009, among
UNITED RENTALS (NORTH AMERICA), INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”), having its principal office at Five Greenwich Office Park,
Greenwich, Connecticut 06830, UNITED RENTALS, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called “Holdings”), the Subsidiaries of the Company named in Schedule A and
THE BANK OF NEW YORK MELLON, a New York banking corporation, having its
principal corporate trust office at 101 Barclay Street, New York, New York
10286, as trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the creation
of an issue of 9.25% Senior Notes Due 2019 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.


 


Each Guarantor desires to make the Guarantee
provided herein and 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, and each Guarantee, when executed and delivered hereunder
by each Guarantor, the valid and legally binding obligations of the Company and
each Guarantor, and to make this Indenture a valid and legally binding
agreement of the Company and each Guarantor, in accordance with their and 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 thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the 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) 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


 


(12) 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.


 


“61⁄2% Notes”
means the 61⁄2% Senior Notes due 2012 issued by the Company under an indenture,
dated as of February 17, 2004, among the Company, as 


 


2

















 


issuer, Holdings and certain
of the Company’s United States subsidiaries, as guarantors, and The Bank of New
York Mellon, as trustee.


 


“7% Notes” means
the 7% Senior Subordinated Notes due 2014 issued by the Company under an
indenture, dated as of January 25, 2004, among the Company, as issuer,
Holdings and certain of the Company’s United States subsidiaries, as
guarantors, and The Bank of New York Mellon, as trustee.


 


“73⁄4% Notes”
means the 73⁄4% Senior Subordinated Notes due 2013 issued by the Company under an
indenture, dated as of November 12, 2003 among the Company, as issuer,
Holdings and certain of the Company’s United States subsidiaries, as
guarantors, and The Bank of New York Mellon, as trustee.


 


“17/8%
Convertible Notes” means the 17/8% Convertible Senior Subordinated Notes due October 15, 2023
issued by the Company under an indenture, dated as of October 31, 2003,
among the Company, as issuer, Holdings, as guarantor, and The Bank of New York
Mellon, as trustee.


 


“14% Notes”
means the 14% Senior Notes due 2014 issued by Holdings under an indenture,
dated as of June 10, 2008, between Holdings and The Bank of New York
Mellon, as trustee.


 


“10.875% Notes”
means the 10.875% Senior Notes due 2016 issued by the Company under the 10.875%
Notes Indenture.


 


“10.875% Notes Indenture”
means the indenture, dated as of June 9, 2009, among the Company, as
issuer, Holdings and certain of the Company’s United States subsidiaries, as
guarantors, and The Bank of New York Mellon, 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
Securities” means,
subject to the Company’s compliance with Section 10.08, 9.25% Senior Notes
Due 2019 issued from time to time after the Issue Date under the terms of this
Indenture (other than pursuant to Sections 3.04, 3.05, 3.06 or 11.08 of
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 or (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.


 


3

















 


“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.


 


“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; (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, 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, (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 $10,000,000 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.


 


4

















 


“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.


 


“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 $500,000,000, (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 


 


5

















 


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.


 


“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) (in the case of the Company, excluding Holdings), is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the total Voting Stock of the
Company or Holdings; (b) the Company or Holdings consolidates with, or
merges with or into, another Person or sells, assigns, conveys, transfers,
leases or otherwise disposes of all or substantially all of its properties and
assets as an entirety to any Person, other than, with respect to the Company,
to a Subsidiary Guarantor, and, with respect to Holdings, to the Company or a
Subsidiary Guarantor, or any Person consolidates with, or merges with or into,
the Company or Holdings other than any such transaction involving a merger or
consolidation where (i) the outstanding Voting Stock of the Company or
Holdings 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
Sections 13(d) and 14(d) of the Exchange Act), excluding
Holdings, 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 or Holdings (together with any new directors whose
election by such Board of Directors or whose nomination for election by the
stockholders of the Company or Holdings 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 or Holdings then in office; or (d) the
Company is liquidated or dissolved or adopts a plan of liquidation.


 


“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.


 


6

















 


“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 $.01 per share, of Holdings.


 


“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.


 


“Company
Order” or “Company Request” means a written order or request signed in the name of the
Company by its Chairman of the Board of Directors, 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), and (e) 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) 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 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.


 


“Consolidated Current
Liabilities”  as of the date
of determination means the aggregate amount of liabilities of the Company and
its consolidated Restricted Subsidiaries which may properly be classified as
current liabilities (including taxes accrued as estimated), on a consolidated
basis, after eliminating (i) all intercompany items between the Company
and any Restricted Subsidiary, and (ii) all current maturities of
long-term Indebtedness, all as determined in accordance with GAAP consistently
applied.


 


7

















 


“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.


 


“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 and (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.


 


“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, net of any interest income, 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.


 


8

















 


“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 or non-recurring 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) 
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, (iv) 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, (v) any gain or loss realized as a result of the cumulative
effect of a change in accounting principles, (vi) any non-cash
compensation deduction as a result of any grant of stock or stock related
instruments to employees, officers, directors or members of management, (vii) any
income (or loss) from discontinued operations, (viii) any unrealized
foreign currency transaction gains or losses in respect of Indebtedness of any
person denominated in a currency other than the functional currency of such
person, and (ix) any goodwill or other intangible asset impairment charge.


 


“Consolidated Net Tangible
Assets” as of any date of determination, means the total amount of
assets (less accumulated depreciation and amortization, allowances for doubtful
receivables, other applicable reserves and other properly deductible items)
which would appear on a consolidated balance sheet of the Company and its
consolidated Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP, and after giving effect to purchase accounting and after
deducting therefrom Consolidated Current Liabilities and, to the extent
otherwise included, the amounts of, (i) minority interests in consolidated
Subsidiaries held by Persons other than the Company or a Restricted Subsidiary;
(ii) excess of cost over fair value of assets of businesses acquired, as
determined in good faith by the Board of Directors of the Company; (iii) any
revaluation or other write-up in book value of assets subsequent to the Issue
Date as a result of a change in the method of valuation in accordance with GAAP
consistently applied; (iv) unamortized debt discount and expenses and
other unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, copyrights, licenses, organization or developmental
expenses and other intangible items; (v) treasury stock; (vi) cash set
apart and held in a sinking or other analogous fund established for the purpose
of redemption or other retirement of Capital Stock to the extent such
obligation is not reflected in Consolidated Current Liabilities; and (vii) Investments
in and assets of Unrestricted Subsidiaries.


 


“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 


 


9

















 


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).


 


“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.


 


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


 


“Credit
Agreement” means the
Credit Agreement, dated June 9, 2008, by and among Holdings, the Company,
certain subsidiaries, the lenders referred to therein, Bank of America, N.A.,
as Agent, U.S. Swingline Lender and Letter of Credit Issuer, Bank of America,
N.A., (acting through its Canada Branch), as Canadian Swingline Lender and as a
Canada Funding Bank, UBS Securities, as Syndication Agent, UBS AG Canada
Branch, as a Canadian Funding Bank, Wachovia Bank, National Association, as
Co-Documentation Agent, Wachovia Capital Finance Corporation (Canada), as a
Canadian Funding Bank, and Wells Fargo Foothill, LLC, as Co-Documentation
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, indenture
or other instrument (and related documents) governing any form of 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 holder of Indebtedness or group of lenders and whether to the
same obligor or different obligors.


 


“Currency Agreement”
means any foreign exchange contract, currency swap agreement or other similar
agreement with respect to currency values.


 


10
















 


“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,
a New York corporation, or its successor.


 


“Designation”  has the meaning specified in Section 10.17.


 


“Designation Amount”  has the meaning specified in Section 10.17.


 


“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 or Holdings) 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.


 


“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 Holdings (or, if not a Subsidiary of the
Company or Holdings, the common equity of which is wholly owned, directly or
indirectly, by the Company or Holdings) and which is formed for the purpose of,
and engages in no material business other than, acting as a lessor, issuer or
depositor 


 


11

















 


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.


 


“Existing Notes”
means the 61⁄2% Notes, the 7% Notes, the 73⁄4% Notes, the 17/8% Convertible Notes and the 10.875% Notes and any
additional notes issued under the indentures governing the Existing Notes.


 


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


 


“FASB” means the
Financial Accounting Standards Board.


 


“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, whose determination shall be
conclusive and evidenced by a resolution of such Board of Directors.


 


“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.


 


“Four Quarter Period”
shall have the meaning set forth in the definition of “Consolidated Fixed
Charge Coverage Ratio.”


 


“Fuel Hedging Agreement”
means any forward contract, swap, option, hedge or other similar financial
agreement designed to protect against fluctuations in fuel prices.


 


“GAAP” means generally accepted accounting
principles set forth in the FASB codification, which represents the source of
authoritative U.S. GAAP recognized by the FASB to be applied by
non-governmental entities. Rules and interpretive releases of the
Commission under authority of federal securities laws are also sources of
authoritative GAAP for Commission registrants. The codification supersedes all
non-Commission accounting and reporting standards which existed prior to the
codification. All other nongrandfathered, non-Commission accounting literature
not included in the codification is non-authoritative. GAAP is determined as of
the date of any calculation or determination required hereunder; provided that the Company, on any date, may elect to
establish that GAAP shall mean GAAP as in effect on such date; provided further that 


 


12

















 


any such election, once
made, shall be irrevocable. The Company shall give notice of any such election
to the Trustee and the Holders of the Securities.


 


“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” mean Holdings and each Subsidiary
of the Company that executed this Indenture on the Issue Date and each other
Subsidiary of the Company that thereafter guarantees the Securities pursuant to
the terms of the Indenture.


 


“Guaranty
Agreement” means a
supplemental indenture, in a form satisfactory to the Trustee, pursuant to
which a Subsidiary 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.


 


“Holdings” means the Person named as “Holdings”
in the first paragraph of this instrument.


 


“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 


 


13

















 


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.


 


“Independent Qualified
Party” means an investment banking firm, accounting firm or
appraisal firm of national standing; provided, however, that such firm is not
an Affiliate of the Company.


 


“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 


 


14

















 


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 November 17,
2009.


 


“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 December 15,
2019.


 


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


 


“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 


 


15

















 


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.


 


“Net Rental Equipment”
means the rental equipment, net of the Company and its consolidated Restricted
Subsidiaries as shown on the balance sheet of the Company and its consolidated
Restricted Subsidiaries prepared in accordance with GAAP as of the end of the
most recent fiscal quarter.


 


“Notice of
Default” means a
written notice of the kind specified in Section 6.02.


 


“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 Sections 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 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 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;


 


(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;


 


16

















 


(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;


 


(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 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; 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 


 


17

















 


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 of Directors, 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 10.19 shall be the principal
executive, financial or accounting officer of the Company.


 


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


 


“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;


 


(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 


 


18

















 


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
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, obligations or
securities issued to the Company or any of its Restricted Subsidiaries received
in settlement of claims against any other person or a reorganization or similar
arrangement of any debtor of the Company or such Restricted Subsidiary,
including upon the bankruptcy or insolvency of such debtor, or as a result of
foreclosure, perfection or enforcement of any Lien; (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 in receivables owing to the Company
or any Restricted Subsidiary created or acquired in the ordinary course of
business; (viii) Investments consisting of purchases and acquisitions of
inventory, supplies, materials and equipment or licenses, in any case, in the
ordinary course of business and otherwise in accordance with this Indenture; (ix) 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; (x) (A) Investments
made after June 9, 2009 and prior to the Issue Date pursuant to
clause (x) of the definition of “Permitted Investments” in the
10.875% Notes Indenture and (B) 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, together with all other Permitted Investments
made pursuant to this clause (x), at any time outstanding not to exceed
$10,000,000; (xi) any Investment to the extent that the consideration
therefor is Capital Stock (other than Redeemable Capital Stock) of the Company;
(xii) guarantees (including guarantees of the Securities) of Indebtedness
permitted to be incurred under Section 10.08; (xiii) any acquisition of
assets solely in exchange for the issuance of 


 


19

















 


Capital Stock (other than
Redeemable Capital Stock) of Holdings or the Company; and (xiv) (A) Investments
made after June 9, 2009 and prior to the Issue Date pursuant to
clause (xiv) of the definition of “Permitted Investments” in the 10.875%
Notes Indenture and (B) other Investments that, together with all other
Investments made pursuant to this clause (xiv), shall not exceed the
greater of $100,000,000 and 3% of Consolidated Net Tangible Assets at any time
outstanding, provided that, if an Investment
is made pursuant to this clause in a person that is not a Restricted Subsidiary
and such person subsequently becomes a Restricted Subsidiary, such Investment
shall thereafter be deemed to have been made pursuant to clause (i) or (ii) of
the definition of “Permitted Investment”.


 


“Permitted
Liens” means the
following types of Liens:


 


(a) any Lien existing as of June 9, 2009;


 


(b) Liens securing Indebtedness permitted under
the provisions described in clauses (ii) and (xi) of paragraph (b) of
Section 10.08;


 


(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 not delinquent or statutory
Liens for taxes; provided that the payment of such
taxes which are due and payable is being 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 and by appropriate proceedings;


 


(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


 


20
















 


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;


 


(l) Liens securing Indebtedness incurred
pursuant to clauses (v) or (ix) of paragraph (b) of Section 10.08;


 


(m) 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;


 


(n) 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;


 


(o) Liens securing refinancing Indebtedness
permitted under clause (x) of paragraph (b) of Section 10.08,
provided that such Liens do not exceed
the Liens replaced in connection with such refinanced Indebtedness;


 


(p) 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;


 


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


 


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


 


(s) any interest or title of a lessor,
sublessor, licensee or licensor under any lease, sublease, sublicense or
license agreement not prohibited by this Indenture;


 


(t) Liens attaching solely to cash earnest
money deposits in connection with any letter of intent or purchase agreement in
connection with an acquisition 


 


21

















 


permitted under the terms of
this Indenture;


 


(u) any encumbrance or restriction (including,
but not limited to, put and call agreements) with respect to Capital Stock of
any joint venture or similar arrangement pursuant to any joint venture or
similar agreement;


 


(v) Liens on insurance proceeds or unearned
premiums incurred in the ordinary course of business in connection with the
financing of insurance premiums;


 


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


 


(x) (1) Liens incurred after June 9,
2009 and prior to the Issue Date pursuant to clause (x) of the
definition of “Permitted Liens” in the 10.875% Notes Indenture and then
outstanding and (2) Liens incurred by the Company or any Restricted
Subsidiary with respect to obligations that, when added to all other
obligations secured by Liens incurred pursuant to this clause (x), shall
not exceed $100,000,000 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.


 


“principal” of a
Security means the principal of the Security plus the premium, if any, payable
on that Security which is due or overdue or is to become due at the relevant
time.


 


“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.


 


“Public
Equity Offering”
means an underwritten public offering of Common Stock, other than an offering
to a Subsidiary of Holdings, pursuant to a registration statement filed with
the Commission in accordance with the Securities Act, the net cash proceeds of
which are contributed to the Company as common equity capital.


 


“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.”


 


22

















 


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


 


“Purchase Money Obligations”
means any Indebtedness incurred to finance or refinance the acquisition,
leasing, construction or improvement of property (real or personal) or assets
(including Capital Stock), and whether acquired through the direct acquisition
of such property or assets or the acquisition of the Capital Stock of any
person owning such property or assets, or otherwise; provided
that such Indebtedness is incurred within 180 days after such acquisition.


 


“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.


 


“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.


 


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


 


“Required
Filing Dates” has
the meaning specified in Section 10.18.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer
within the Corporate Trust Office, including, any vice president, any assistant
vice 


 


23

















 


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 and who shall have
direct responsibility for the administration of this Indenture.


 


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


 


“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 10.17.


 


“RS
Special Purpose Vehicle”
means a trust, bankruptcy remote entity or other special purpose entity which
is a Subsidiary of the Company or Holdings (or, if not a Subsidiary of the
Company or Holdings, the common equity of which is wholly owned, directly or
indirectly, by the Company or Holdings ) 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).


 


“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.


 


“Securities” means the securities issued on the
Issue Date and any Additional Securities.


 


“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 June 9, 2009 or 


 


24

















 


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 respective guarantees thereto;


 


(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;


 


(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 


 


25

















 


Indenture.


 


“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.


 


“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.


 


“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 


 


26

















 


nationals mandated by
applicable law shall be disregarded in determining the ownership of a
Subsidiary.


 


“Subsidiary
Guarantee” means a
Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect
to the Securities.


 


“Subsidiary Guarantors”
means the Subsidiaries of the Company named in Schedule A, together with any
additional Domestic Subsidiaries that execute Guaranty Agreements in accordance
with Section 10.16 of this Indenture, and, in each case, their respective
successors and assigns.


 


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


 


“Transaction Date”
shall have the meaning set forth in the definition of “Consolidated Fixed
Charge Coverage Ratio.”


 


“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.


 


“Underwriters”
has the meaning specified in the Appendix.


 


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


 


“Unrestricted
Subsidiary” means
each Subsidiary of the Company designated as such pursuant to and in compliance
with Section 10.17 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’ 


 


27

















 


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 or a Guarantor to the Trustee to take any action under any provision of
this Indenture, the Company or the Guarantor 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 a Guarantor, 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


 


(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 


 


28

















 


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.


 


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, 


 


29

















 


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.


 


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


 


30
















 


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.


 


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.


 


31

















 


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, the Securities and the
Guarantees shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflicts of law principles
thereof.


 


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.


 


SECTION 1.14.
Waiver of Jury Trial.   EACH OF THE COMPANY, THE GUARANTORS AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVE, 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.


 


SECTION 1.15.
Force Majeure.   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, 


 


32

















 


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.


 


ARTICLE II


 


Security Forms


 


SECTION 2.01.
Form and Dating.  Provisions relating to the Securities are set
forth in the Appendix, which is hereby incorporated in and expressly made a
part of this Indenture.  The Securities
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A 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 $500,000,000 principal amount. 
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 “9.25% Senior Notes Due 2019” of the Company.  Their Stated Maturity for payment of
principal shall be December 15, 2019. 
Interest on the Securities shall accrue at the rate of 9.25% per annum
and shall be payable semiannually in arrears on each June 15 and December 15,
commencing June 15, 2010 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 November 17, 2009. 
Interest on the Securities will be computed on the basis of a 360-day
year comprised of twelve 30-day months.


 


33

















 


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, or wire transfer or other electronic means.


 


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 $1,000 principal
amount and any integral multiple thereof.


 


SECTION 3.03.
Execution and Authentication.  The terms and provisions contained in the
Securities annexed hereto as Exhibit A shall constitute, and are hereby
expressly made, a part of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


The Securities shall be executed on behalf of
the Company by its Chairman of the Board of Directors, 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 provided in this Indenture and not otherwise.


 


Each Security shall be dated the date of its
authentication.


 


34

















 


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 


 


35

















 


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.


 


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.


 


Prior to the due presentation for
registration to transfer of any Security, the Company, the Guarantors, the
Trustee, the Paying Agent, and 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, if
any, on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, any Subsidiary Guarantor,
the Trustee, the Paying Agent, or the Security Registrar shall be affected by
notice to the contrary.


 


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.


 


36

















 


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.


 


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


 


37

















 


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).


 


(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 


 


38

















 


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
on the basis of a 360-day year comprised of twelve 30-day months.


 


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 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 Interest Payment Date, 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 Interest Payment Date, 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 Securities issued on the
Issue Date, other than with respect to the date of issuance and issue price provided, however, that 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.  The Securities issued on the Issue Date and
any Additional Securities shall 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);


 


39

















 


(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; and


 


(4) 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.


 


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


 


40
















 


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


 


(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.


 


41

















 


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


 


(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 (i) in
excess of $25,000,000, if any Existing Notes are outstanding, or (ii) in
excess of $50,000,000, when no Existing Notes remain outstanding, in each case,
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 (i) in
excess of $25,000,000, if any Existing Notes are outstanding, or (ii) in
excess of $50,000,000, when no Existing Notes remain outstanding, in each case,
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


 


42

















 


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


 


(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 


 


43

















 


Company, or the Holders of at least
25% in aggregate principal amount of the Securities then Outstanding, by 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.


 


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


 


44

















 


(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.


 


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 necessary 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), any of
their property or any of their 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, 


 


45

















 


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.


 


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 this 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


 


46

















 


(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 satisfactory to the
Trustee against the costs, expenses and liabilities to be incurred in
compliance with such request;


 


(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 


 


47

















 


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.


 


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 


 


48

















 


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).


 


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 confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).


 


49

















 


(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.


 


(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


 


50
















 


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;


 


(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 or additional 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, Security Registrar or Securities Custodian hereunder, the rights and
protections afforded to the Trustee pursuant to this Article VI, including
its right to be indemnified, shall also be afforded to such Authenticating
Agent, Paying Agent, Security Registrar and Securities Custodian;


 


51

















 


(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; and


 


(l) 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.


 


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, any Securities Custodian 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, Securities Custodian 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); (2) except
as otherwise expressly provided herein, to promptly reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may have been caused by its negligence or willful misconduct; and (3) to
indemnify the Trustee, its directors, officers, agents and employees for, and
to hold them 


 


52

















 


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.


 


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.


 


53

















 


(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.


 


(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 


 


54

















 


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.


 


(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.


 


55

















 


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).


 


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
that 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 


 


56

















 


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.


 


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 Mellon, 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 


 


57

















 


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.


 


SECTION 7.03.
Reports by Trustee.  (a)  Within 60 days after June 15
of each year commencing June 15, 2010, 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 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 


 


58

















 


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


 


(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 this Indenture
and the Securities, and this Indenture, the Securities and the Guarantees 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
pursuant to paragraph (a) of Section 10.08 (assuming a market rate of
interest with respect to such additional Indebtedness) or (ii) the
Consolidated Fixed Charge Coverage Ratio of the Company (or, if applicable, the
successor company with respect thereto) would equal or exceed the Consolidated
Fixed Charge Coverage Ratio of the Company immediately prior to giving effect
to such transaction.


 


59

















 


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.


 


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 and this Indenture, as applicable, with the
same effect as if such successor had been named as the Company in the
Securities and this Indenture, 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 10.17 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


 


60
















 


Guarantee and to evidence
the assumption of obligations under this Indenture and a Guarantee pursuant to Section 10.16;


 


(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;


 


(iii) to
secure the Securities;


 


(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;


 


(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; or


 


(vi) to
make any change that does not adversely affect the rights of the Holders;


 


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,


 


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(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,


 


(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 given, and (subject to Section 6.01) shall be fully protected in
relying upon, an Officer’s Certificate and an Opinion of Counsel 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 


 


62

















 


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 Guarantee 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.


 


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 10.17, inclusive, and Section 10.20, 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 Holdings or 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.


 


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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.


 


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 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 


 


64

















 


the Trustee) the Company will promptly notify the
Trustee 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.


 


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 


 


65

















 


(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.


 


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.  (a)   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); provided, however,
that (i) the Company and any Subsidiary Guarantor will be permitted to
incur Indebtedness (including Acquired Indebtedness), and (ii) a
Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in
each case the Consolidated Fixed Charge Coverage Ratio of the Company and its
Restricted Subsidiaries is at least 2:1, after giving pro forma effect to:


 


(i) 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;


 


66

















 


(ii) 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


 


(iii) 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.


 


(b)  Notwithstanding Section 10.08(a),
the Company and the Restricted Subsidiaries shall be entitled to incur any or
all of the following Indebtedness:


 


(i) Indebtedness
of the Company and the Guarantors related to the Securities and the guarantees
of those Securities (other than any Additional Securities or guarantees
thereof);


 


(ii) Indebtedness
incurred by the Company and its 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 (ii) and then outstanding
does not exceed the greater of (A) $1,500,000,000 and (B) 75% of Net
Rental Equipment, less, in either case, any amounts permanently repaid or
commitments permanently reduced in accordance with Section 10.14;


 


(iii) (A) Indebtedness
of the Company or any Restricted Subsidiary outstanding on June 9, 2009,
including the 61⁄2% Notes, the 73⁄4% Notes, the 17/8% Convertible Notes, the 7% Notes and the 10.875% Notes and (B) Indebtedness
of the Company or any Restricted Subsidiary incurred after June 9, 2009
and prior to the Issue Date pursuant to Section 10.08(a) of the
10.875% Notes Indenture;


 


(iv) Indebtedness
of the Company or any Restricted Subsidiary of the Company incurred in respect
of (A) performance bonds, completion guarantees, surety bonds, bankers’
acceptances, letters of credit or other similar bonds, instruments or
obligations in the ordinary course of business, including Indebtedness
evidenced by letters of credit issued in the ordinary course of business 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), but excluding letters of credit issued in
respect of or to secure money borrowed, (B) obligations under Currency
Agreements and Fuel Hedging Agreements entered into for bona fide hedging
purposes of the Company in the ordinary course of business, (C) financing
of insurance premiums in the ordinary course of business or (D) netting,
overdraft protection and other arrangements arising under standard business
terms of any bank at which the 


 


67

















 


Company or any Restricted
Subsidiary maintains an overdraft, cash pooling or other similar facility or
arrangement;


 


(v) (A) Interest
Rate Protection Obligations of the Company covering Indebtedness of the
Company; and (B) Interest Rate Protection Obligations of any Restricted
Subsidiary covering Permitted Indebtedness of such Restricted Subsidiary; provided,
however, that, in the case of either clause (A) or (B):


 


(1) any
Indebtedness to which any such Interest Rate Protection Obligations correspond
is otherwise permitted to be incurred under this covenant; and


 


(2) the
notional principal amount of any such Interest Rate Protection Obligations
shall not exceed the principal amount of the Indebtedness to which such
Interest Rate Protection Obligations relate;


 


(vi) Indebtedness
of a Restricted Subsidiary owed to and held by the Company or another
Restricted Subsidiary, except that:


 


(A) any transfer of such Indebtedness by the Company or a
Restricted Subsidiary (other than to the Company or another Restricted
Subsidiary); and


 


(B) the sale, transfer or other disposition by the Company or any
Restricted Subsidiary of the Company 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 of this Indenture;


 


(vii) 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:


 


(1) any
transfer of such Indebtedness by the Company or a Restricted Subsidiary (other
than to another Restricted Subsidiary); and


 


(2) the
sale, transfer or other disposition by the Company or any Restricted Subsidiary
of the Company (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 of
this Indenture;


 


68

















 


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


 


(B) customer deposits and advance payments received in the
ordinary course of business from customers for goods or services purchased or
rented in the ordinary course of business;


 


(ix) (A) Indebtedness
of the Company or any Restricted Subsidiary incurred after June 9, 2009
and prior to the Issue Date pursuant to Section 10.08(b)(ix) of the
10.875% Notes Indenture and (B) Indebtedness of the Company or any
Restricted Subsidiary under equipment purchase or lines of credit or for
Capitalized Lease Obligations or Purchase Money Obligations that, when added to
all other Indebtedness incurred pursuant to this clause (ix) and then
outstanding, shall not exceed the greater of $175,000,000 and 5% of Consolidated
Net Tangible Assets in aggregate principal amount outstanding at any time;


 


(x) (A) 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 incurred pursuant to Section 10.08(a) or
pursuant to Section 10.08(b)(i), (iii) or (x); and


 


(B) 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 incurred pursuant to Section 10.08(a) or
pursuant to Section 10.08(b)(i), (iii) or (x); provided, however,
that:


 


(1) the principal amount of Indebtedness incurred pursuant to this
clause (x) (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 expenses in connection therewith; and


 


(2) in the case of Indebtedness incurred by the Company pursuant
to this clause (x) to refinance Subordinated Indebtedness, such
Indebtedness:


 


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(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 that
the Subordinated Indebtedness being refinanced is subordinated to the
Securities;


 


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


 


(xii)
Indebtedness arising from agreements of the Company or any Restricted
Subsidiary providing for guarantees, indemnification, obligations in respect of
earnouts or other purchase price adjustments 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, person 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;


 


(xiii)
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


 


(xiv)
(A) Indebtedness incurred by the Company or any Restricted Subsidiary
after June 9, 2009 and prior to the Issue Date pursuant to Section 10.08(b)(xiv)
of the 10.875% Notes Indenture and (B) Indebtedness of the Company or any
Restricted Subsidiary, in addition to that described in clauses (i) through
(xiii) of this Section 10.08(b), in an aggregate principal amount
outstanding at any time that, when added to all other Indebtedness incurred
pursuant to this clause (xiv) and then outstanding, shall not exceed
$100,000,000.


 


(c)  For the purposes of determining
compliance with, and the outstanding principal amount of Indebtedness incurred
pursuant to and in compliance with, this Section 10.08, (x) in the event
that Indebtedness meets the criteria of more than one of the types of
Indebtedness described in Section 10.08(a) and (b), the Company, in
its sole discretion, shall classify, and may from time to time reclassify, such
item of Indebtedness and only be required to include the amount and type of
such Indebtedness in one of the clauses of Section 10.08(b) or Section 10.08(a);
provided that Indebtedness incurred under the Credit Agreement prior to or on June 9,
2009 shall be treated as incurred pursuant to Section 10.08(b)(ii) above
and (y) any other obligation of the obligor on such indebtedness (or of
any other person who could have incurred such indebtedness under this Section 10.08)
arising under any guarantee, Lien or letter of credit, bankers’ acceptance or
other similar instrument or obligation supporting such Indebtedness shall be
disregarded to the extent that such guarantee, Lien or letter of credit,
bankers’


 


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acceptance or other similar instrument or obligation secures the
principal amount of such Indebtedness.


 


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 (A) any such Subordinated
Indebtedness owned by the Company or a Restricted Subsidiary or (B) the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value (collectively, for purposes of this clause (c), a “purchase”) of
Subordinated Indebtedness in anticipation of satisfying a sinking fund
obligation, principal installment, final maturity or exercise of a right to put
on a set scheduled date (for the avoidance of doubt, not including any put
right in connection with a change of control event), in each case due within
one year of the date of such purchase; provided that, in the case of any such
purchase in anticipation of the exercise of a put right, at the time of such
purchase, it is more likely than not, in the good faith judgment of the Board of
Directors of the Company, that such put right would be exercised if such put
right were exercisable on the date of such purchase); 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 (or


 


71

















 


would result therefrom), (B) immediately
after giving effect to such Restricted Payment, the Company would be able to
incur $1.00 of additional Indebtedness pursuant to Section 10.08(a) and
(C) the aggregate amount of such Restricted Payment together with all
other Restricted Payments (including the Fair Market Value of any non-cash
Restricted Payments) declared or made since June 9, 2009 would not exceed
the sum of (without duplication):


 


(1) 50%
of the Consolidated Net Income of the Company accrued during the period
(treated as one accounting period) from July 1, 2009 to the end of the
most recent fiscal quarter of the Company ending at least 45 days prior to 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);


 


(2) the
aggregate net cash proceeds and the Fair Market Value of property or assets
received by the Company as capital contributions to the Company after June 9,
2009;


 


(3) the
aggregate net cash proceeds and the Fair Market Value of property or assets
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 June 9, 2009;


 


(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 June 9, 2009;


 


(5) the
aggregate net cash proceeds received after June 9, 2009 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
or Holdings (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 made after June 9, 2009, 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 thereof was treated as a Restricted Payment made after June
9, 2009, with respect to any


 


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Unrestricted Subsidiary that
has been redesignated as a Restricted Subsidiary in accordance with Section 10.17
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 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 Issue Date in accordance with Section 10.17 below.


 


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 (i), (v), (vi), (vii), (viii),
(ix), (xi) and (xv) below, as there is no Default or Event of Default
continuing, (i) the payment of any dividend or distribution within
60 days after the date of its declaration, if at the date of declaration
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 or Subordinated Indebtedness 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) any redemption, repurchase, defeasance 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; (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) (A) all Restricted Payments made after June 9,
2009 and prior to the Issue Date pursuant to clause (v) of this paragraph of Section 10.09 of
the 10.875% Notes Indenture and (B) payments to purchase Capital Stock of
the Company or Holdings from officers of the Company or Holdings, pursuant to
agreements in effect as of June 9, 2009, in an amount, together with all
Restricted Payments made pursuant to this clause (v), 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 or Holdings from
management or employees of the Company or any of its Subsidiaries, or their
authorized representatives, upon the


 


73

















 


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) payments to Holdings in an amount sufficient to permit it
to (I) make scheduled payments of interest on (A) its 61⁄2% Convertible
Subordinated Debentures due August 1, 2028, issued to United Rentals
Trust I and the 14% Notes and (B) any Indebtedness incurred by
Holdings to refinance any Indebtedness described in clause (A), provided that
such Indebtedness would otherwise satisfy the requirements of Section 10.08(b)(x)(B)(1),
and (II) purchase, repurchase, redeem, defease or otherwise acquire or
retire within one year of final maturity the 14% Notes; provided
that any payments made pursuant to this clause (II) are made with the
proceeds of unsecured Senior Indebtedness or unsecured Subordinated
Indebtedness permitted to be incurred under this Indenture and any such
Indebtedness would otherwise satisfy the requirements of Section 10.08(b)(x)(B)(1) and
(2)(x) and (y); (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 Holdings, 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); provided, however,
that at the time of such purchase or redemption no Default shall have occurred
and be continuing (or would result therefrom); (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 Holdings, 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); provided,
however, that at the time of such purchase or redemption no Default
shall have occurred and be continuing (or would result therefrom); (x) payments
to Holdings in an amount sufficient to enable Holdings 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) and expenses of United Rentals Trust I
payable by Holdings pursuant to the terms of the trust agreement governing such
trust, (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 Holdings to the Company or a
Restricted Subsidiary and (4) reasonable and customary incidental expenses
as determined in good faith by the Board of Directors of Holdings; (xi) cash
payments in lieu of the issuance of fractional shares in connection with the
exercise of any warrants, options or other securities


 


74

















 


convertible into or
exchangeable for Capital Stock of Holdings, 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”; and (xv) any Restricted Payment in an
amount which, when taken together with (A) all Restricted Payments made
after June 9, 2009 and prior to the Issue Date pursuant to clause (v) of
this paragraph of Section 10.09 of the 10.875% Notes Indenture and (B) all
Restricted Payments made after the Issue Date pursuant to this
clause (xv), does not exceed $50,000,000. 
Any payments made pursuant to clauses (i), (v), (vi), (viii), (ix) or
(xv) of this paragraph shall be taken into account in calculating the amount of
Restricted Payments made from and after the Issue 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.


 


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 not materially
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 $5,000,000 the Company shall have delivered an
Officer’s Certificate to the Trustee certifying that such transaction or
transactions comply with the preceding clause (a), (c) with respect
to a transaction or series of related transactions involving aggregate payments
or value equal to or greater than $20,000,000, such transaction or transactions
shall have been approved by a majority of the Disinterested Members of the
Board of Directors of the Company, and (d) with respect to a transaction
or series of related transactions involving aggregate payments or value equal
to or greater than $50,000,000, the Board of Directors of the Company shall
also have received a written opinion from an Independent Qualified Party to the
effect that such


 


75

















 


transaction or series of related
transactions is fair, from a financial standpoint, to the Company and its
Restricted Subsidiaries or is not less favorable to the Company and its
Restricted Subsidiaries than could reasonably be expected to be obtained at the
time in an arm’s length transaction with a non-Affiliate.


 


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 dividends, payments or investments
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 Indebtedness permitted to be
incurred under Section 10.08, (vi) transactions pursuant to
agreements in effect on the Issue Date, (vii) any sale, conveyance or
other transfer of assets customarily transferred in a Securitization
Transaction to a Special Purpose Vehicle, (viii) 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, and (ix) transactions described in, or permitted
by, clauses (vii) and (x) of the final paragraph of Section 10.09.


 


SECTION 10.12.
Limitation on Liens.  The Company shall not, and shall not permit
any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien
(the “Initial Lien”) of any kind
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 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


 


76

















 


Control (the “Change of Control Purchase Date”), all of
the then Outstanding Securities tendered at a purchase price in cash equal to
101% 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.


 


(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
(including by way of relief from, or by any other person assuming
responsibility for, any liabilities, contingent or otherwise) 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


 


77

















 


Replacement Assets; 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.


 


To the extent that the Net Cash Proceeds of
any Asset Sale are not required to be applied to repay, and permanently reduce
the commitments under, Senior Indebtedness of the Company or any Restricted
Subsidiary, or are not so applied, the Company or such Restricted Subsidiary,
as the case may be, may apply the Net Cash Proceeds from such Asset Sale,
within 365 days of such Asset Sale, to 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”); provided however,
that any such reinvestment in Replacement Assets made pursuant to a definitive
binding agreement or commitment approved by the Board of Directors of the
Company that is executed or approved within such time shall satisfy this
requirement, so long as such investment is consummated within 180 days of such
365th day; provided that in the event such binding
agreement or commitment is later canceled or terminated for any reason before
such Net Cash Proceeds are so applied, the Company or such Restricted
Subsidiary may satisfy its obligations as to any Net Cash Proceeds by entering
into another binding agreement or commitment within six months of such
cancellation or termination of the prior binding agreement or commitment or
treating such Net Cash Proceeds as Excess Proceeds; provided,
further that the Company or such Restricted Subsidiary may only
enter into such an agreement or commitment under the foregoing provision one
time with respect to each Asset Sale. 
Any Net Cash Proceeds from any Asset Sale that are neither used to
repay, and permanently reduce the commitments under, Senior Indebtedness of the
Company, nor invested in Replacement Assets pursuant to the preceding sentence
constitute “Excess Proceeds” subject to disposition as provided below.


 


When the aggregate amount of Excess Proceeds
equals or exceeds $25,000,000, 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


 


78

















 


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.


 


Whenever the aggregate amount of Excess
Proceeds received by the Company and its Restricted Subsidiaries exceeds
$25,000,000, such Excess Proceeds shall, prior to the purchase of Securities,
be set aside by the Company or such Restricted Subsidiary, as the case may be,
in a separate account pending (i) deposit with the Paying Agent of the
amount required to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery
by the Company of the Asset Sale Offer Price to the Holders of the Securities
validly tendered and not withdrawn pursuant to an Asset Sale Offer.  Such Excess Proceeds may be invested in Cash
Equivalents, as directed by the Company,


 


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having a maturity date which
is not later than the earliest possible date for purchase of Securities
pursuant to the Asset Sale Offer.  The
Company will be entitled to any interest or dividends accrued, earned or paid
on such Cash Equivalents.


 


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) instruments governing Indebtedness as in effect on the
Issue Date, including the Credit Agreement, (v) any agreement or other
instrument of a Person, or relating to Indebtedness or Capital Stock of a
Person, which Person is acquired by or merged or consolidated with the Company
or any Restricted Subsidiary, or which agreement or instrument is assumed by
the Company or any Restricted Subsidiary in connection with an acquisition of
assets from such Person, as 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) 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), (vii) any agreement in effect
on June 9, 2009, (viii) this Indenture and the Guarantees, (ix) 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, (x) 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, (xi) restrictions relating to Foreign Subsidiaries contained in
Indebtedness incurred pursuant to Section 10.08(b)(xi), (xii) (A) on
cash or other deposits or net worth imposed by


 


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customers or suppliers under
agreements entered into in the ordinary course of business, (B) that
arises or is agreed to in the ordinary course of business and does not detract
from the value of property or assets of the Company or any Restricted Subsidiary
in any manner material to the Company or such Restricted Subsidiary or
adversely effect the ability of the Company to make interest and principal
payments with respect to the Securities or (C) pursuant to Interest Rate
Protection Agreements and (xiii) 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.


 


SECTION 10.16.
Additional Subsidiary Guaranties.  The Company will cause each Domestic
Subsidiary that guarantees any Indebtedness of the Company or any other
Restricted Subsidiary 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 10.16
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.


 


SECTION 10.17.
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 pursuant to Section 10.08(a) 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


 


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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.


 


(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 10.18.
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 30 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.


 


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SECTION 10.19.
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, 2010, 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.


 


SECTION 10.20.
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,
the 73⁄4% Notes or the 61⁄2% 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,
the 73⁄4% Notes or the 61⁄2% Notes.


 


ARTICLE XI


 


Redemption of Securities


 


SECTION 11.01.
Right of Redemption / Mandatory Redemption.  The Securities may be redeemed at the
election of the Company, in the amounts, at the times, at the Redemption Prices
(together with any applicable accrued and unpaid interest to the Redemption
Date), and subject to the conditions specified in the form of Security and
hereinafter set forth.  The Company also
shall redeem the Securities in the amounts, at the times, at the Redemption
Prices (together with any applicable accrued and unpaid interest to the Redemption
Date), and subject to the conditions specified in the form of Security and
hereinafter set forth.


 


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 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


 


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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 $1,000 or an integral multiple of $1,000.


 


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.


 


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 and accrued interest to, but
excluding, the Redemption Date, 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;


 


(v) the
place or places where such Securities are to be surrendered for payment of the
Redemption Price accrued interest to, but excluding, the Redemption Date; and


 


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(vi) if
the redemption is being made pursuant to the provisions of the Securities
regarding a Public Equity Offering, a brief description of the transaction or
transactions giving rise to such redemption, the aggregate purchase price
thereof and the net cash proceeds therefrom available for such redemption, the
date or dates on which such transaction or transactions were completed and the
percentage of the aggregate principal amount of Outstanding Securities being
redeemed.


 


Notice 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 and provision of such notice information to the Trustee
five days prior to the mailing of such notice, by the Trustee in the name and
at the expense of the Company and shall be irrevocable.


 


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.


 


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


 


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unredeemed portion of the principal
amount at Stated Maturity of the Security so surrendered.


 


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.


 


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 10.18, inclusive, Section 10.20,
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 10.18, inclusive, and Section 10.20,
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


 


86

















 


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.


 


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.


 


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(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.


 


(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 an Event of Default due to a breach of Sections 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 an Event of Default due to a breach of Sections 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 


 


88

















 


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.


 


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


 


89

















 


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 this 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.


 


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


 


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.


 


90
















 


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.


 


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,


 


91

















 


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.


 


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 B.  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
of Directors, Vice Chairman of the Board of Directors, 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.


 


92

















 


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 Subsidiary 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
Subsidiary 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
Subsidiary 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 Subsidiary
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.


 


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,


 


93





















 


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.


 


94

















 


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.


 


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED
  RENTALS (NORTH AMERICA), INC.

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED RENTALS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INFOMANAGER, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


95

















 


	
   

  	
  UNITED RENTALS (DELAWARE), INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


	
   

  	
  UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


	
   

  	
  UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY
  UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  



 


 


	
   

  	
  UNITED RENTALS NORTHWEST, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


	
   

  	
  UNITED RENTALS REALTY, LLC, BY UNITED RENTALS
  (NORTH AMERICA), INC., ITS MANAGING MEMBER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  



 


96

















 


	
   

  	
  WYNNE SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  William B. Plummer

  
	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


	
   

  	
  THE
  BANK OF NEW YORK MELLON, AS TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Rafael E. Miranda

  
	
   

  	
   

  	
  Name:

  	
  Rafael
  E. Miranda

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


97

















 


SCHEDULE A


 


	
  Guarantor

  	
   

  	
  Place of Formation

  
	
   

  	
   

  	
   

  
	
  InfoManager, Inc.

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  
	
  United
  Rentals (Delaware), Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Financing Limited Partnership

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Highway Technologies Gulf, Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Northwest, Inc.

  	
   

  	
  Oregon

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Realty, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Wynne
  Systems, Inc.

  	
   

  	
  California

  



 


98

















 


APPENDIX


 


PROVISIONS RELATING TO THE
SECURITIES


 


1.                                       Definitions


 


1.1                                 Definitions


 


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


 


“Definitive Security” means a certificated
Security that does not include the Global Securities Legend.


 


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


 


“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.


 


“Underwriters” means (i) with respect to
the Securities issued on the Issue Date, the underwriters listed in the
Underwriting Agreement and (ii) with respect to each issuance of
Additional Securities, the Persons purchasing such Additional Securities under
the related underwriting agreement.


 


“Underwriting Agreement” means (a) the
Underwriting Agreement, dated November 10, 2009, among the Company, the
Guarantors and Wells Fargo Securities, LLC, Banc of America Securities LLC and
Morgan Stanley & Co. Incorporated, as representatives of the
Underwriters, and (b) any other similar Underwriting Agreement relating to
Additional Securities.


 


1.2                                 Other
Definitions


 


	
  Term:

  	
   

  	
  Defined in Section:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.1(c)

  	
   

  
	
  “Global Security”

  	
   

  	
  2.1(b)

  	
   

  



 


2.                                       The Securities


 


2.1                                 Form and Dating.


 


(a)                                  The Securities issued on the
date hereof will be offered and sold by the Company pursuant to an Underwriting
Agreement.  Additional Securities offered
after the date hereof may be offered and sold by the Company from time to time
pursuant to one or more Underwriting Agreements in accordance with applicable
law.


 


(b)                                 Global Securities.  The Securities shall be issued initially in
the form of one or more global securities in definitive, fully registered form
(each, a “Global Security”) without 


 


99

















 


interest coupons and bearing
the Global Securities Legend, which shall be deposited on behalf of the Holders
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.  The aggregate principal
amount of any Global Security 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 an order of the Company 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.


 


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.


 


(c)                                  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 written order of the Company signed by one
Officer of the Company (a) Securities for original issue on the date
hereof in an aggregate principal amount of $500,000,000 and (b) subject to
the terms of this Indenture, Additional Securities in an unlimited aggregate
principal amount.  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, 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


 


100






 












 


(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 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.


 


(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 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 the applicable Global
Security to reflect an increase in the aggregate principal amount of the
Securities represented by such 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 such 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 such Global Security
equal to the principal amount of the Definitive Security so canceled.  If no applicable Global Securities are then
outstanding and the applicable 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 Officer’s Certificate, a new applicable 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.


 


(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 


 


101

















 


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 the Global Security from which such interest is being transferred.


 


(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.


 


(d)           Cancelation 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 cancelation or retained and canceled by the Trustee.  At any time prior to such cancelation, 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.


 


(e)           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, 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.


 


(f)            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
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, in either case, a successor
depositary is not appointed by the Company within 90 days of such notice or
after the Company becomes aware of such cessation, or (ii) an Event of
Default has occurred and is continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the
issuance of certificated Securities under this Indenture.


 


(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



 


103

















 


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.


 


(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.


 


104

















 


EXHIBIT
A


 


[FORM OF 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.


 


105

















 


United Rentals (North
America), Inc.


 


9.25% Senior Note Due 2019


 


	
  No.

  	
  $

  
	
   

  	
  CUSIP NO.

  



 


United Rentals (North
America), 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 to Cede & Co., or registered assigns,
the principal sum listed on the Schedule of Increases or Decreases in Global
Security attached hereto on December 15, 2019 and to pay interest thereon
from November 17, 2009 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 June 15, 2010 at the rate of
9.25% 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 9.25% 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.


 


106

















 


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.


 


107

















 


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


 


 


	
   

  	
  UNITED
  RENTALS (NORTH AMERICA), INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:
  William Plummer 

  
	
   

  	
   

  	
  Title:   Executive Vice President and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:
  Irene Moshouris

  
	
   

  	
   

  	
  Title:   Vice President and Treasurer

  



 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the
Securities referred to in the within-mentioned

Indenture.


 


	
  Dated:

  	
   

  	
   

  



 


THE BANK OF NEW YORK MELLON,
AS TRUSTEE


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


108

















 


Form of Reverse of
Security


 


This Security is one of a
duly authorized issue of Securities of the Company designated as 9.25% Senior
Notes Due 2019 (herein called the “Securities”), limited in aggregate principal
amount on the Issue Date to $500,000,000 issued and to be issued under an
Indenture, dated as of November 17, 2009 (herein called the “Indenture,”
which term shall have the meaning assigned to it in such instrument), among the
Company, the guarantors named therein and The Bank of New York Mellon, 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
Securities issued on the Issue Date and any Additional Securities.  The Securities issued on the Issue Date and
any Additional 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.


 


Except as set forth below,
the Company will not be entitled to redeem this Security at its option prior to
December 15, 2014.


 


This Security is redeemable
at the option of the Company, in whole or in part, at any time on or after December 15,
2014, at the Redemption Prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest, if any, thereon to the
Redemption Date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the twelve month period beginning December 15 of the years
indicated below:


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
  2014

  	
   

  	
  104.625

  	
  %

  
	
  2015

  	
   

  	
  103.083

  	
  %

  
	
  2016

  	
   

  	
  101.542

  	
  %

  
	
  2017 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, at any time, or
from time to time, on or prior to December 15, 2012, the Company may, at
its option, use the net cash proceeds of one or more Public Equity Offerings to
redeem up to an aggregate of 35% of the principal amount of the 


 


109

















 


Securities (which includes
Additional Securities, if any), at a redemption price equal to 109.25% of the
principal amount thereof plus accrued and unpaid interest, if any, thereon to
the Redemption Date; provided, however,
that at least 65% of the aggregate principal amount of Securities (which
includes Additional Securities, if any) remains outstanding immediately after
the occurrence of such redemption. In order to effect the foregoing redemption
with the proceeds of any Public Equity Offering, the Company shall send a redemption
notice to the Trustee not later than 90 days after the consummation of any
such Public Equity Offering.


 


Prior to December 15,
2014, the Company may at its option redeem the Securities, in whole or in part,
at a redemption price equal to 100% of the principal amount of the Securities
plus the Applicable Premium as of, and accrued and unpaid interest to, the
redemption date (subject to the right of Holders on the relevant record date to
receive interest due on the relevant interest payment date).


 


“Applicable Premium” means,
with respect to any redemption date, the greater of (i) 1.00% of the
principal amount of such Securities and (ii) the excess of (A) the
present value at such redemption date of (1) the redemption price of such
Securities on December 15, 2014 (as set forth above exclusive of any
accrued interest) plus (2) all required remaining scheduled interest
payments due on such Securities through December 15, 2014 (but excluding
accrued and unpaid interest to the redemption date), computed using a discount
rate equal to the Adjusted Treasury Rate, over (B) the principal amount of
such Securities on such redemption date.


 


“Adjusted Treasury Rate”
means, with respect to any redemption date, (i) the yield, under the
heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities”, for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after December 15, 2014, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, in each case calculated on
the third Business Day immediately preceding the redemption date, plus 0.50%.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Securities from the
redemption date to December 15, 2014, that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing


 


110
















 


new issues of corporate debt
securities of a maturity most nearly equal to December 15, 2014.


 


“Comparable Treasury Price” means, with
respect to any redemption date, if clause (ii) of the Adjusted Treasury
Rate is applicable, the average of three, or such lesser number as is given to
by the Trustee, Reference Treasury Dealer Quotations for such redemption date.


 


“Quotation Agent” means the Reference
Treasury Dealer selected by the Company.


 


“Reference Treasury Dealer” means three
nationally recognized investment banking firms selected by the Company that are
primary U.S. Government securities dealers.


 


“Reference Treasury Dealer Quotations” means
with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day
immediately preceding such 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 101% 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.


 


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.


 


111

















 


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.


 


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.


 


112

















 


This Security is issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
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 are 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,
without regard to the conflicts of laws principles thereof.


 


113

















 


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.

  
							



 


114

















 


[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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


115

















 


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   ̈


 


Section 10.14   ̈


 


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.)


 


116

















 


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 and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws provisions thereof.


 


[Signature page follows]


 

















 


	
   

  	
  UNITED
  RENTALS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INFOMANAGER,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UNITED
  RENTALS (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UNITED
  RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO.
  1), ULC, ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UNITED
  RENTALS HIGHWAY TECHNOLOGIES GULF, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


2

















 


	
   

  	
  UNITED
  RENTALS NORTHWEST, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UNITED
  RENTALS REALTY, LLC, BY UNITED RENALS (NORTH AMERICA), INC. ITS MANAGING
  MEMBER

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WYNNE
  SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


3

















 


SCHEDULE A


 


	
  Guarantor

  	
   

  	
  Place of Formation

  
	
   

  	
   

  	
   

  
	
  InfoManager, Inc.

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  
	
  United
  Rentals (Delaware), Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Financing Limited Partnership

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Highway Technologies Gulf, Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Northwest, Inc.

  	
   

  	
  Oregon

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Realty, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Wynne
  Systems, Inc.

  	
   

  	
  California

  



 


4