exv4w1






Exhibit 4.1




RSC EQUIPMENT RENTAL, INC., as Issuer




and




RSC HOLDINGS III, LLC




as Co-Issuer




and




the Subsidiary Guarantors, if any, from time to time parties hereto




and




WELLS FARGO BANK, NATIONAL ASSOCIATION




as Trustee

 






INDENTURE




DATED AS OF NOVEMBER 17, 2009




 






101/4% SENIOR NOTES DUE 2019




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 
	 
	 	ARTICLE I	 	 
	 
	 	 	 	 
	 
	 	DEFINITIONS AND OTHER PROVISIONS	 	 
	 
	 	OF GENERAL APPLICATION	 	 
	 
	 	 	 	 
	Section 101.
	 	Definitions	 	1
	Section 102.
	 	Other Definitions	 	36
	Section 103.
	 	Rules of Construction	 	37
	Section 104.
	 	Incorporation by Reference of TIA	 	37
	Section 105.
	 	Conflict with TIA	 	38
	Section 106.
	 	Compliance Certificates and Opinions	 	38
	Section 107.
	 	Form of Documents Delivered to Trustee	 	39
	Section 108.
	 	Acts of Noteholders; Record Dates	 	39
	Section 109.
	 	Notices, etc., to Trustee and Issuers	 	42
	Section 110.
	 	Notices to Holders; Waiver	 	42
	Section 111.
	 	Effect of Headings and Table of Contents	 	42
	Section 112.
	 	Successors and Assigns	 	42
	Section 113.
	 	Separability Clause	 	43
	Section 114.
	 	Benefits of Indenture	 	43
	Section 115.
	 	Governing Law; Waiver of Jury Trial	 	43
	Section 116.
	 	Legal Holidays	 	43
	Section 117.
	 	No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders	 	43
	Section 118.
	 	Exhibits and Schedules	 	43
	Section 119.
	 	Counterparts	 	43
	Section 120.
	 	U.S.A Patriot Act	 	44
	 
	 	 	 	 
	 
	 	ARTICLE II 	 	 
	 
	 	 	 	 
	 
	 	NOTE FORMS 	 	 
	 
	 	 	 	 
	Section 201.
	 	Forms Generally	 	44
	Section 202.
	 	Form of Trustee’s Certificate of Authentication	 	46
	Section 203.
	 	Restrictive and Global Note Legends	 	46
	 
	 	 	 	 
	 
	 	ARTICLE III 	 	 
	 
	 	 	 	 
	 
	 	THE NOTES 	 	 
	Section 301.
	 	Title and Terms	 	48
	Section 302.
	 	Denominations	 	48
	Section 303.
	 	Execution, Authentication and Delivery and Dating	 	48
	Section 304.
	 	Temporary Notes	 	49






-i-









 






	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 305.
	 	Registrar and Paying Agent	 	49
	Section 306.
	 	Mutilated, Destroyed, Lost and Stolen Notes	 	50
	Section 307.
	 	Payment of Interest Rights Preserved	 	51
	Section 308.
	 	Persons Deemed Owners	 	52
	Section 309.
	 	Cancellation	 	52
	Section 310.
	 	Computation of Interest	 	53
	Section 311.
	 	CUSIP Numbers, ISINs, etc.	 	53
	Section 312.
	 	Book-Entry Provisions for Global Notes	 	53
	Section 313.
	 	Special Transfer Provisions	 	55
	Section 314.
	 	Payment of Additional Interest	 	58
	Section 315.
	 	[Reserved]	 	58
	 
	 	 	 	 
	 
	 	ARTICLE IV	 	 
	 
	 	 	 	 
	 
	 	COVENANTS	 	 
	 
	 	 	 	 
	Section 401.
	 	Payment of Principal, Premium and Interest	 	58
	Section 402.
	 	Maintenance of Office or Agency	 	58
	Section 403.
	 	Money for Payments to Be Held in Trust	 	59
	Section 404.
	 	[Reserved]	 	60
	Section 405.
	 	SEC Reports	 	60
	Section 406.
	 	Statement as to Default	 	61
	Section 407.
	 	Limitation on Indebtedness	 	61
	Section 408.
	 	[Reserved]	 	64
	Section 409.
	 	Limitation on Restricted Payments	 	64
	Section 410.
	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	68
	Section 411.
	 	Limitation on Sales of Assets and Subsidiary Stock	 	70
	Section 412.
	 	Limitation on Transactions with Affiliates	 	73
	Section 413.
	 	Limitation on Liens	 	74
	Section 414.
	 	Future Subsidiary Guarantors	 	74
	Section 415.
	 	Purchase of Notes upon a Change in Control	 	75
	 
	 	 	 	 
	 
	 	ARTICLE V	 	 
	 
	 	 	 	 
	 
	 	SUCCESSORS	 	 
	 
	 	 	 	 
	Section 501.
	 	When the Issuers May Merge, etc	 	76
	Section 502.
	 	Successor Company Substituted	 	77
	 
	 	 	 	 
	 
	 	ARTICLE VI	 	 
	 
	 	 	 	 
	 
	 	REMEDIES	 	 
	 
	 	 	 	 
	Section 601.
	 	Events of Default	 	77
	Section 602.
	 	Acceleration of Maturity; Rescission and Annulment	 	79
	Section 603.
	 	Other Remedies; Collection Suit by Trustee	 	80






-ii-









 






	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 604.
	 	Trustee May File Proofs of Claim	 	80
	Section 605.
	 	Trustee May Enforce Claims Without Possession of Notes	 	80
	Section 606.
	 	Application of Money Collected	 	81
	Section 607.
	 	Limitation on Suits	 	81
	Section 608.
	 	Unconditional Right of Holders to Receive Principal and Interest	 	81
	Section 609.
	 	Restoration of Rights and Remedies	 	82
	Section 610.
	 	Rights and Remedies Cumulative	 	82
	Section 611.
	 	Delay or Omission Not Waiver	 	82
	Section 612.
	 	Control by Holders	 	82
	Section 613.
	 	Waiver of Past Defaults	 	83
	Section 614.
	 	Undertaking for Costs	 	83
	Section 615.
	 	Waiver of Stay, Extension or Usury Laws	 	83
	 
	 	 	 	 
	 
	 	ARTICLE VII	 	 
	 
	 	 	 	 
	 
	 	THE TRUSTEE	 	 
	 
	 	 	 	 
	Section 701.
	 	Certain Duties and Responsibilities	 	84
	Section 702.
	 	Notice of Defaults	 	85
	Section 703.
	 	Certain Rights of Trustee	 	85
	Section 704.
	 	Not Responsible for Recitals or Issuance of Notes	 	86
	Section 705.
	 	May Hold Notes	 	86
	Section 706.
	 	Money Held in Trust	 	86
	Section 707.
	 	Compensation and Reimbursement	 	87
	Section 708.
	 	Conflicting Interests	 	87
	Section 709.
	 	Corporate Trustee Required; Eligibility	 	87
	Section 710.
	 	Resignation and Removal; Appointment of Successor	 	88
	Section 711.
	 	Acceptance of Appointment by Successor	 	89
	Section 712.
	 	Merger, Conversion, Consolidation or Succession to Business	 	89
	Section 713.
	 	Preferential Collection of Claims Against the Issuers	 	89
	Section 714.
	 	Appointment of Authenticating Agent	 	90
	 
	 	 	 	 
	 
	 	ARTICLE VIII	 	 
	 
	 	 	 	 
	 
	 	HOLDERS’ LISTS AND REPORTS BY	 	 
	 
	 	TRUSTEE AND THE ISSUERS	 	 
	 
	 	 	 	 
	Section 801.
	 	The Issuers to Furnish Trustee Names and Addresses of Holders	 	90
	Section 802.
	 	Preservation of Information; Communications to Holders	 	90
	Section 803.
	 	Reports by Trustee	 	91
	 
	 	 	 	 
	 
	 	ARTICLE IX	 	 
	 
	 	 	 	 
	 
	 	AMENDMENT, SUPPLEMENT OR WAIVER	 	 
	 
	 	 	 	 
	Section 901.
	 	Without Consent of Holders	 	91
	Section 902.
	 	With Consent of Holders	 	92






-iii-









 






	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 903.
	 	Execution of Amendments, Supplements or Waivers	 	93
	Section 904.
	 	Revocation and Effect of Consents	 	93
	Section 905.
	 	Conformity with TIA	 	93
	Section 906.
	 	Notation on or Exchange of Notes	 	93
	 
	 	 	 	 
	 
	 	ARTICLE X	 	 
	 
	 	 	 	 
	 
	 	REDEMPTION OF NOTES	 	 
	 
	 	 	 	 
	Section 1001.
	 	Right of Redemption	 	94
	Section 1002.
	 	Applicability of Article	 	95
	Section 1003.
	 	Election to Redeem; Notice to Trustee	 	95
	Section 1004.
	 	Selection by Trustee of Notes to Be Redeemed	 	96
	Section 1005.
	 	Notice of Redemption	 	96
	Section 1006.
	 	Deposit of Redemption Price	 	97
	Section 1007.
	 	Notes Payable on Redemption Date	 	97
	Section 1008.
	 	Notes Redeemed in Part	 	98
	 
	 	 	 	 
	 
	 	ARTICLE XI	 	 
	 
	 	 	 	 
	 
	 	SATISFACTION AND DISCHARGE	 	 
	 
	 	 	 	 
	Section 1101.
	 	Satisfaction and Discharge of Indenture	 	98
	Section 1102.
	 	Application of Trust Money	 	99
	 
	 	 	 	 
	 
	 	ARTICLE XII	 	 
	 
	 	 	 	 
	 
	 	DEFEASANCE OR COVENANT DEFEASANCE	 	 
	 
	 	 	 	 
	Section 1201.
	 	The Issuers’ Option to Effect Defeasance or Covenant Defeasance	 	99
	Section 1202.
	 	Defeasance and Discharge	 	100
	Section 1203.
	 	Covenant Defeasance	 	100
	Section 1204.
	 	Conditions to Defeasance or Covenant Defeasance	 	101
	Section 1205.
	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	102
	Section 1206.
	 	Reinstatement	 	102
	Section 1207.
	 	Repayment to the Issuers	 	103
	 
	 	 	 	 
	 
	 	ARTICLE XIII
 	 	 
	 
	 	SUBSIDIARY GUARANTEES	 	 
	 
	 	 	 	 
	Section 1301.
	 	Guarantees Generally	 	103
	Section 1302.
	 	Continuing Guarantees	 	105
	Section 1303.
	 	Release of Subsidiary Guarantees	 	105
	Section 1304.
	 	[Reserved]	 	106






-iv-









 






	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 1305.
	 	Waiver of Subrogation	 	106
	Section 1306.
	 	Notation Not Required	 	106
	Section 1307.
	 	Successors and Assigns of Subsidiary Guarantors	 	106
	Section 1308.
	 	Execution and Delivery of Subsidiary Guarantees	 	106
	Section 1309.
	 	Notices	 	107






	 	 	 
	Exhibit A

	 	Form of Initial Note
	Exhibit B

	 	Form of Exchange Note
	Exhibit C

	 	Form of Certificate of Beneficial Ownership
	Exhibit D

	 	Form of Regulation S Certificate
	Exhibit E

	 	Form of Supplemental Indenture in Respect of Subsidiary
Guarantees
	Exhibit F

	 	Form of Supplemental Indenture for Mergers
	Exhibit G

	 	Form of Certificate from Acquiring Institutional
Accredited Investors






-v-









 






Certain Sections of this Indenture relating to Sections 310 through 318

inclusive of the Trust Indenture Act of 1939:




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 
	 	 	 	 
	§ 310 (a)(1)

	 	709	 
	(a)(2)

	 	709	 
	(a)(3)

	 	Not Applicable

	(a)(4)

	 	Not Applicable

	(b)

	 	708	 
	§ 311 (a)

	 	713	 
	(b)

	 	713	 
	(b)(2)

	 	803	 
	§ 312 (a)

	 	801, 802	 
	(b)

	 	802	 
	(c)

	 	802	 
	§ 313 (a)

	 	803	 
	(b)

	 	803	 
	(c)

	 	803	 
	(d)

	 	803	 
	§ 314 (a)

	 	405	 
	(a)(4)

	 	106, 406	 
	(b)

	 	Not Applicable

	(c)(1)

	 	106	 
	(c)(2)

	 	106	 
	(c)(3)

	 	Not Applicable

	(d)

	 	Not Applicable

	(e)

	 	106	 
	§ 315 (a)

	 	701	 
	(b)

	 	702, 803	 
	(c)

	 	701	 
	(d)

	 	701	 
	(d)(1)

	 	701	 
	(d)(2)

	 	701	 
	(d)(3)

	 	612	 
	(e)

	 	614	 
	§ 316 (a)

	 	612, 613	 
	(a)(1)(A)

	 	602, 612	 
	(a)(1)(B)

	 	613	 
	(a)(2)

	 	Not Applicable

	(b)

	 	608	 
	(c)

	 	104	 
	§ 317 (a)(1)

	 	603	 
	(a)(2)

	 	604	 
	(b)

	 	403	 
	§ 318 (a)

	 	107	 








 






This cross-reference table shall not for any purpose be deemed to be part of this Indenture.





 











 





          INDENTURE, dated as of November 17, 2009 (as amended, supplemented or otherwise modified from
time to time, this “Indenture”), among RSC Equipment Rental, Inc., a corporation organized
under the laws of the state of Arizona (“RSC”), and RSC Holdings III, LLC, a limited
liability company organized under the laws of the state of Delaware (the “Company” and
together with RSC, the “Issuers”), the Subsidiary Guarantors, if any, from time to time
parties hereto and Wells Fargo Bank, National Association, a national banking association, as
Trustee. RSC is a wholly-owned subsidiary of the Company.




RECITALS OF THE ISSUERS




          The Issuers have duly authorized the execution and delivery of this Indenture to provide for
the issuance of the Notes.




          All things necessary to make the Notes, when executed and delivered by the Issuers and
authenticated and delivered by the Trustee hereunder and duly issued by the Issuers, the valid
several obligations of the Issuers, and to make this Indenture a valid agreement of the Issuers in
accordance with the terms of the Notes and this Indenture, have been done.




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          For and in consideration of the premises and the purchase of the Notes by the Holders thereof,
it is mutually agreed, for the benefit of all Holders of the Notes, as follows:




ARTICLE I




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




          Section 101. Definitions.




          “91/2% Senior Notes” has the meaning set forth in the definition of “Existing Notes.”




          “91/2% Senior Notes Indenture” has the meaning set forth in the definition of “Existing
Notes Indenture.”




          “10% Senior Secured Notes”has the meaning set forth in the definition of “Existing
Notes.”




          “10% Senior Secured Notes Indenture” has the meaning set forth in the definition of
“Existing Notes Indenture.”




          “ACNA” means Atlas Copco North America Inc.




          “Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such
Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such
Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of,
such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness



 









 






shall be deemed to be Incurred on the date of the related acquisition of assets from any
Person or the date the acquired Person becomes a Subsidiary.




          “Acquisition Entities” means, collectively, RSC Acquisition LLC, RSC Acquisition II
LLC, OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC.




          “Additional Assets” means (i) any property or assets that replace the property or
assets that are the subject of an Asset Disposition; (ii) any property or assets (other than
Indebtedness and Capital Stock) used or to be used by the Company or a Restricted Subsidiary or
otherwise useful in a Related Business (including any capital expenditures on any property or
assets already so used); (iii) the Capital Stock of a Person that is engaged in a Related Business
and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the
Company or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is
a Restricted Subsidiary acquired from a third party.




          “Additional Notes” means any notes issued under this Indenture in addition to the
Original Notes (other than any Notes issued pursuant to Section 304, 305,
306, 312(c), 312(d) or 1008).




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




          “Asset Disposition” means any sale, lease, transfer or other disposition of shares of
Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares, or (in the case
of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each
referred to for the purposes of this definition as a “disposition”) by the Company or any
of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or
similar transaction), other than (i) a disposition to the Company or a Restricted Subsidiary, (ii)
a disposition in the ordinary course of business, (iii) the sale or discount (with or without
recourse, and on customary or commercially reasonable terms) of accounts receivable or notes
receivable arising in the ordinary course of business, or the conversion or exchange of accounts
receivable for notes receivable, (iv) any Restricted Payment Transaction, (v) a disposition that is
governed by Article V, (vi) any Financing Disposition, (vii) any “fee in lieu” or other
disposition of assets to any governmental authority or agency that continue in use by the Company
or any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title
to such assets upon reasonable notice by paying a nominal fee, (viii) any exchange of property
pursuant to or intended to qualify under Section 1031 (or any successor section) of the
Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business,
(ix) any financing transaction with respect to property built or acquired by the Company or any
Restricted Subsidiary after the Issue Date, including without limitation any sale/leaseback
transaction or asset securitization, (x) any disposition arising from foreclosure, condemnation or
similar action with respect to any property or other assets, or exercise of termination rights
under any lease, license, concession or other agreement, (xi) any disposition of Capital Stock,
Indebtedness or other secu-




-2-









 







rities of an Unrestricted Subsidiary, (xii) a disposition of Capital Stock of a Restricted
Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company
or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such
Restricted Subsidiary acquired its business and assets (having been newly formed in connection with
such acquisition), entered into in connection with such acquisition, or (xiii) any disposition or
series of related dispositions for aggregate consideration not to exceed $35.0 million.




          “Authenticating Agent” means any Person authorized by the Trustee pursuant to
Section 714 to act on behalf of the Trustee to authenticate Notes of one or more series.




          “Bankruptcy Code” means Title 11 United States Code, or any similar Federal, state or
foreign law for the relief of debtors.




          “Bank Indebtedness” means any and all amounts, whether outstanding on the Issue Date
or thereafter incurred, payable under or in respect of any Credit Facility, including without
limitation principal, premium (if any), interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the Company or any
Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary
obligations of any nature and all other amounts payable thereunder or in respect thereof.




          “Board of Directors” means, for any Person, the board of directors or other governing
body of such Person or, if such Person does not have a board of directors or other governing body
and is owned or managed by a single entity, the board of directors or other governing body of such
entity, or, in either case, any committee thereof duly authorized to act on behalf of such board or
governing body. Unless otherwise provided, “Board of Directors” means the Board of Directors of
the Company.




          “Borrowing Base” means the sum of (1) 60% of the book value of Inventory (excluding
Equipment) of the Company and its Domestic Subsidiaries, (2) 85% of the book value of Receivables
of the Company and its Domestic Subsidiaries, (3) 95% of the book value of Equipment of the Company
and its Domestic Subsidiaries and (4) cash, Cash Equivalents and Temporary Cash Investments of the
Company and its Domestic Subsidiaries (in each case, determined as of the end of the most recently
ended fiscal month of the Company for which internal consolidated financial statements of the
Company are available, and, in the case of any determination relating to any Incurrence of
Indebtedness, on a pro forma basis including (x) any property or assets of a type described above
acquired since the end of such fiscal month and (y) any property or assets of a type described
above being acquired in connection therewith).




          “Business Day” means a day other than a Saturday, Sunday or other day on which
commercial banking institutions are authorized or required by law to close in New York City (or any
other city in which a Paying Agent maintains its office).




          “Capital Stock” of any Person means any and all shares of, rights to purchase,
warrants or options for, or other equivalents of or interests in (however designated) equity of
such Person, including any Preferred Stock, but excluding any debt securities convertible into such
equity.




-3-









 








          “Capitalized Lease Obligation” means an obligation that is required to be classified
and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP.
The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of
rent or any other amount due under the related lease.




          “Cash Equivalents” means any of the following: (a) securities issued or fully
guaranteed or insured by the United States of America or any agency or instrumentality thereof, (b)
time deposits, certificates of deposit or bankers’ acceptances of (i) any lender under a Credit
Agreement or any affiliate thereof or (ii) any commercial bank having capital and surplus in excess
of $500,000,000 and the commercial paper of the holding company of which is rated at least A-1 or
the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s (or if at such
time neither is issuing ratings, then a comparable rating of another nationally recognized rating
agency), (c) money market instruments, commercial paper or other short-term obligations rated at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s (or
if at such time neither is issuing ratings, then a comparable rating of another nationally
recognized rating agency), (d) investments in money market funds subject to the risk limiting
conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940,
as amended, and (e) investments similar to any of the foregoing denominated in foreign currencies
approved by the Board of Directors.




          “Change of Control” means the occurrence of any of the following after the Issue Date:





     (i) the sale, lease or transfer, in one or a series of related transactions (other than
by way of merger or consolidation), of all or substantially all of the assets of the Company
and its Restricted Subsidiaries, taken as a whole, to any Person other than one or more
Permitted Holders; or




     (ii) the Company becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition
by (A) any Person (other than one or more Permitted Holders) or (B) Persons (other than one
or more Permitted Holders) that are together (1) a group (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) are
acting, for the purpose of acquiring, holding or disposing of securities (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act), as a group, in a single transaction or in a
related series of transactions, by way of merger, consolidation or other business
combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act, or any successor provision) of more than 50% of the total voting power of the
Voting Stock of the Company or any of its direct or indirect parent companies holding
directly or indirectly 100% of the total voting power of the Voting Stock of the Company.



          “Clearstream” means Clearstream Banking, société anonyme, or any successor securities
clearing agency.




          “Code” means the Internal Revenue Code of 1986, as amended.




-4-









 








          “Commodities Agreement” means, in respect of a Person, any commodity futures contract,
forward contract, option or similar agreement or arrangement (including derivative agreements or
arrangements), as to which such Person is a party or beneficiary.




          “Company” has the meaning set forth in the preamble and any successor in interest
thereto.




          “Consolidated Coverage Ratio” as of any date of determination means the ratio of (i)
the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive
fiscal quarters ending prior to the date of such determination for which consolidated financial
statements of the Company are available to (ii) Consolidated Interest Expense for such four fiscal
quarters (in each of the foregoing clauses (i) and (ii), determined for each fiscal quarter (or
portion thereof) of the four fiscal quarters ending prior to the Issue Date, on a pro forma basis
to give effect to the Acquisition as if it had occurred at the beginning of such four-quarter
period); provided that





     (1) if since the beginning of such period the Company or any Restricted Subsidiary has
Incurred any Indebtedness that remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an
Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving effect on a pro forma basis to such Indebtedness as
if such Indebtedness had been Incurred on the first day of such period (except that in
making such computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation shall be computed based on (A) the average daily
balance of such Indebtedness during such four fiscal quarters or such shorter period for
which such facility was outstanding or (B) if such facility was created after the end of
such four fiscal quarters, the average daily balance of such Indebtedness during the period
from the date of creation of such facility to the date of such calculation),




     (2) if since the beginning of such period the Company or any Restricted Subsidiary has
repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any
Indebtedness that is no longer outstanding on such date of determination (each, a
“Discharge”) or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than
Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been
permanently repaid), Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such Discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge had
occurred on the first day of such period,




     (3) if since the beginning of such period the Company or any Restricted Subsidiary
shall have disposed of any company, any business or any group of assets constituting an
operating unit of a business (any such disposition, a “Sale”), the Consolidated
EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the assets that are the subject of such Sale for such period or
increased by an amount equal to the Consolidated EBITDA (if negative) attrib-



-5-









 







utable thereto for such period and Consolidated Interest Expense for such period shall
be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed,
defeased or otherwise acquired, retired or discharged with respect to the Company and its
continuing Restricted Subsidiaries in connection with such Sale for such period (including
but not limited to through the assumption of such Indebtedness by another Person) plus (B)
if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense
for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such Sale,




     (4) if since the beginning of such period the Company or any Restricted Subsidiary (by
merger, consolidation or otherwise) shall have made an Investment in any Person that thereby
becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any
group of assets constituting an operating unit of a business, including any such Investment
or acquisition occurring in connection with a transaction causing a calculation to be made
hereunder (any such Investment or acquisition, a “Purchase”), Consolidated EBITDA
and Consolidated Interest Expense for such period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase
occurred on the first day of such period, and




     (5) if since the beginning of such period any Person became a Restricted Subsidiary or
was merged or consolidated with or into the Company or any Restricted Subsidiary, and since
the beginning of such period such Person shall have Discharged any Indebtedness or made any
Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4)
above if made by the Company or a Restricted Subsidiary since the beginning of such period,
Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the
first day of such period.



          For purposes of this definition, whenever pro forma effect is to be given to any Sale,
Purchase or other transaction, or the amount of income or earnings relating thereto and the amount
of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro
forma calculations in respect thereof (including without limitation in respect of anticipated cost
savings or synergies relating to any such Sale, Purchase or other transaction) shall be as
determined in good faith by the Chief Financial Officer or an authorized Officer of the Company.
If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into account any Interest
Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the
Company or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a
eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being
given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying
such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness
that is being given pro forma effect was Incurred under a revolving credit facility, the interest
expense on such Indebtedness shall be computed based upon the average daily bal-



-6-









 






ance of such Indebtedness during the applicable period. Interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible
financial or accounting officer of the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP.




          “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such
period, plus the following to the extent deducted in calculating such Consolidated Net Income,
without duplication: (i) provision for all taxes (whether or not paid, estimated or accrued) based
on income, profits or capital, (ii) Consolidated Interest Expense and any Special Purpose Financing
Fees, (iii) depreciation, amortization (including but not limited to amortization of goodwill and
intangibles and amortization and write-off of financing costs) and all other non-cash charges or
non-cash losses, (iv) any expenses or charges related to any Equity Offering, Investment or
Indebtedness permitted by this Indenture (whether or not consummated or incurred), (v) the amount
of any minority interest expense and (vi) any management, monitoring, consulting and advisory fees
and related expenses paid to any of Ripplewood or Oak Hill and their respective Affiliates.




          “Consolidated Interest Expense” means, for any period, (i) the total interest expense
of the Company and its Restricted Subsidiaries to the extent deducted in calculating Consolidated
Net Income, net of any interest income of the Company and its Restricted Subsidiaries, including
without limitation any such interest expense consisting of (a) interest expense attributable to
Capitalized Lease Obligations, (b) amortization of debt discount, (c) interest in respect of
Indebtedness of any other Person that has been Guaranteed by the Company or any Restricted
Subsidiary, but only to the extent that such interest is actually paid by the Company or any
Restricted Subsidiary, (d) non-cash interest expense, (e) the interest portion of any deferred
payment obligation and (f) commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in
cash in respect of Disqualified Stock of the Company held by Persons other than the Company or a
Restricted Subsidiary and minus (iii) to the extent otherwise included in such interest expense
referred to in clause (i) above, amortization or write-off of financing costs, in each case under
clauses (i) through (iii) as determined on a Consolidated basis in accordance with GAAP; provided
that gross interest expense shall be determined after giving effect to any net payments made or
received by the Company and its Restricted Subsidiaries with respect to Interest Rate Agreements.




          “Consolidated Net Income” means, for any period, the net income (loss) of the Company
and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and
before any reduction in respect of Preferred Stock dividends; provided that there shall not be
included in such Consolidated Net Income:





     (i) any net income (loss) of any Person if such Person is not a Restricted Subsidiary,
except that (A) subject to the limitations contained in clause (iii) below, the Company’s
equity in the net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount actually distributed by such Person
during such period to the Company or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a Restricted
Subsidiary, to the limitations contained in clause (ii) below) and (B) the Company’s eq-



-7-









 







uity in the net loss of such Person shall be included to the extent of the aggregate
Investment of the Company or any of its Restricted Subsidiaries in such Person,




     (ii) solely for purposes of determining the amount available for Restricted Payments
under Section 409(a)(3)(A), any net income (loss) of any Restricted Subsidiary that
is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of similar distributions
by such Restricted Subsidiary, directly or indirectly, to the Company by operation of the
terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment,
decree, order, statute or governmental rule or regulation applicable to such Restricted
Subsidiary or its stockholders (other than (x) restrictions that have been waived or
otherwise released, (y) restrictions pursuant to the Notes or this Indenture and (z)
restrictions in effect on the Issue Date with respect to a Restricted Subsidiary and other
restrictions with respect to such Restricted Subsidiary that taken as a whole are not
materially less favorable to the Noteholders than such restrictions in effect on the Issue
Date), except that (A) subject to the limitations contained in clause (iii) below, the
Company’s equity in the net income of any such Restricted Subsidiary for such period shall
be included in such Consolidated Net Income up to the aggregate amount of any dividend or
distribution that was or that could have been made by such Restricted Subsidiary during such
period to the Company or another Restricted Subsidiary (subject, in the case of a dividend
that could have been made to another Restricted Subsidiary, to the limitation contained in
this clause) and (B) the net loss of such Restricted Subsidiary shall be included to the
extent of the aggregate Investment of the Company or any of its other Restricted
Subsidiaries in such Restricted Subsidiary,




     (iii) any gain or loss realized upon the sale or other disposition of any asset of the
Company or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction)
that is not sold or otherwise disposed of in the ordinary course of business (as determined
in good faith by the Board of Directors),




     (iv) any item classified as an extraordinary, unusual or nonrecurring gain, loss or
charge (including fees, expenses and charges associated with the Original Transactions and
any acquisition, merger or consolidation after the Issue Date),




     (v) the cumulative effect of a change in accounting principles,




     (vi) all deferred financing costs written off and premiums paid in connection with any
early extinguishment of Indebtedness,




     (vii) any unrealized gains or losses in respect of Currency Agreements,




     (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,




     (ix) any non-cash compensation charge arising from any grant of stock, stock options or
other equity based awards,



-8-









 






     (x) to the extent otherwise included in Consolidated Net Income, any unrealized foreign
currency translation or transaction gains or losses in respect of Indebtedness or other
obligations of the Company or any Restricted Subsidiary owing to the Company or any
Restricted Subsidiary, and




     (xi) any non-cash charge, expense or other impact attributable to application of the
purchase method of accounting (including the total amount of depreciation and amortization,
cost of sales or other non-cash expense resulting from the write-up of assets to the extent
resulting from such purchase accounting adjustments).



          In the case of any unusual or nonrecurring gain, loss or charge not included in Consolidated
Net Income pursuant to clause (iv) above in any determination thereof, the Company will deliver an
Officer’s Certificate to the Trustee promptly after the date on which Consolidated Net Income is so
determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or
charge. Notwithstanding the foregoing, for the purpose of Section 409(a)(3)(A) only, there
shall be excluded from Consolidated Net Income, without duplication, any income consisting of
dividends, repayments of loans or advances or other transfers of assets from Unrestricted
Subsidiaries to the Company or a Restricted Subsidiary, and any income consisting of return of
capital, repayment or other proceeds from dispositions or repayments of Investments consisting of
Restricted Payments, in each case to the extent such income would be included in Consolidated Net
Income and such related dividends, repayments, transfers, return of capital or other proceeds are
applied by the Company to increase the amount of Restricted Payments permitted under Section
409(a)(3)(C) or (D).




          “Consolidated Quarterly Tangible Assets” means, as of any date of determination, the
total assets less the sum of the goodwill, net, and other intangible assets, net, in each case
reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at
the end of any fiscal quarter of the Company for which such a balance sheet is available,
determined on a Consolidated basis in accordance with GAAP (and, in the case of any determination
relating to any Incurrence of Indebtedness or any Investment, on a pro forma basis including any
property or assets being acquired in connection therewith).




          “Consolidated Secured Indebtedness” means, as of any date of determination, an amount
equal to the Consolidated Total Indebtedness as of such date that in each case is then secured by
Liens on property or assets of the Company and its Restricted Subsidiaries (other than property or
assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness
secured thereby).




          “Consolidated Secured Leverage Ratio” means, as of any date of determination, the
ratio of (x) Consolidated Secured Indebtedness as at such date (after giving effect to any
Incurrence or Discharge of Indebtedness on such date) to (y) the aggregate amount of Consolidated
EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date
of such determination for which consolidated financial statements of the Company are available
(determined, for each fiscal quarter (or portion thereof) of the four fiscal quarters ending prior
to the Issue Date, on a pro forma basis to give effect to the Recapitalization as if it had
occurred at the beginning of such four-quarter period), provided that:




-9-









 









     (1) if since the beginning of such period the Company or any Restricted Subsidiary
shall have made a Sale, the Consolidated EBITDA for such period shall be reduced by an
amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are
the subject of such Sale for such period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such period;




     (2) if since the beginning of such period the Company or any Restricted Subsidiary (by
merger, consolidation or otherwise) shall have made a Purchase (including any Purchase
occurring in connection with a transaction causing a calculation to be made hereunder),
Consolidated EBITDA for such period shall be calculated after giving pro forma effect
thereto as if such Purchase occurred on the first day of such period; and




     (3) if since the beginning of such period any Person became a Restricted Subsidiary or
was merged or consolidated with or into the Company or any Restricted Subsidiary, and since
the beginning of such period such Person shall have made any Sale or Purchase that would
have required an adjustment pursuant to clause (1) or (2) above if made by the Company or a
Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such
period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase
occurred on the first day of such period.



          For purposes of this definition, whenever pro forma effect is to be given to any Sale,
Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma
calculations in respect thereof (including without limitation in respect of anticipated cost
savings or synergies relating to any such Sale, Purchase or other transaction) shall be as
determined in good faith by a responsible financial or accounting Officer of the Company.




          “Consolidated Tangible Assets” means, as of any date of determination, the amount
equal to (x) the sum of Consolidated Quarterly Tangible Assets as at the end of each of the most
recently ended four fiscal quarters of the Company for which a calculation thereof is available,
divided by (y) four.




          “Consolidated Total Indebtedness” means, as of any date of determination, an amount
equal to the aggregate principal amount of outstanding Indebtedness of the Company and its
Restricted Subsidiaries (other than Notes) as of such date consisting of (without duplication)
Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding
drawn amounts under funded letters of credit); Capitalized Lease Obligations; debt obligations
evidenced by bonds, debentures, notes or similar instruments; Disqualified Stock; and (in the case
of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a
Consolidated basis in accordance with GAAP (excluding items eliminated in Consolidation, and for
the avoidance of doubt, excluding Hedging Obligations).




          “Consolidation” means the consolidation of the accounts of each of the Restricted
Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will
not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the
Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an
investment. The term “Consolidated” has a correlative meaning. For purposes of this Indenture,
for periods ending on or prior to the date on which the Company issues con-



-10-









 






solidated financial statements that consolidate the accounts of RSC and each of the Restricted
Subsidiaries, references to the consolidated financial statements of the Company shall be to the
consolidated financial statements of RSC, as the context may require.




          “Contribution Amounts” means the aggregate amount of capital contributions applied by
the Company to permit the Incurrence of Contribution Indebtedness pursuant to Section
407(b)(xii).




          “Contribution Indebtedness” means Indebtedness of the Company or any Restricted
Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash
contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified
Stock or any cash contribution by the Company or any Restricted Subsidiary) made to the capital of
the Company or such Restricted Subsidiary after the Issue Date (whether through the issuance or
sale of Capital Stock or otherwise); provided that such Contribution Indebtedness (a) is incurred
within 180 days after the making of the related cash contribution and (b) is so designated as
Contribution Indebtedness pursuant to an Officer’s Certificate on the date of Incurrence thereof.




          “Corporate Trust Office” means the office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office on the Issue Date is located
at 45 Broadway, 14th Floor, New York, NY 10006.




          “Credit Agreements” means, collectively, the Senior ABL Agreement and the Second Lien
Term Agreement.




          “Credit Facilities” means one or more of (i) the Second Lien Term Facility, (ii) the
Senior ABL Facility, and (iii) any other facilities or arrangements designated by the Company, in
each case with one or more banks or other lenders or institutions providing for revolving credit
loans, term loans, receivables or fleet financings (including without limitation through the sale
of receivables or fleet assets to such institutions or to special purpose entities formed to borrow
from such institutions against such receivables or fleet assets or the creation of any Liens in
respect of such receivables or fleet assets in favor of such institutions), letters of credit or
other Indebtedness, in each case, including all agreements, instruments and documents executed and
delivered pursuant to or in connection with any of the foregoing, including but not limited to any
notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement,
patent and trademark security agreement, mortgages or letter of credit applications and other
guarantees, pledge agreements, security agreements and collateral documents, in each case as the
same may be amended, supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time
(whether in whole or in part, whether with the original banks, lenders or institutions or other
banks, lenders or institutions or otherwise, and whether provided under any original Credit
Facility or one or more other credit agreements, indentures, financing agreements or other Credit
Facilities or otherwise). Without limiting the generality of the foregoing, the term “Credit
Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred
thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors
thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be
borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.




-11-









 








          “Currency Agreement” means, in respect of a Person, any foreign exchange contract,
currency swap agreement or other similar agreement or arrangements (including derivative agreements
or arrangements), as to which such Person is a party or a beneficiary.




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




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




          “Designated Non-cash Consideration” means the Fair Market Value of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in connection with an
Asset Disposition that is so designated as Designated Non-cash Consideration pursuant to an
Officer’s Certificate, setting forth the basis of such valuation.




          “Disinterested Directors” means, with respect to any Affiliate Transaction, one or
more members of the Board of Directors of the Company or RSC, as applicable, or one or more members
of the Board of Directors of a Parent, having no material direct or indirect financial interest in
or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not
be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the
Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.




          “Disqualified Stock” means, with respect to any Person, any Capital Stock (other than
Management Stock) that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable or exercisable) or upon the happening of any event (other than
following the occurrence of a Change of Control or other similar event described under such terms
as a “change of control,” or an Asset Disposition) (i) matures or is mandatorily redeemable
pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof
(other than following the occurrence of a Change of Control or other similar event described under
such terms as a “change of control,” or an Asset Disposition), in whole or in part, in each case on
or prior to the final Stated Maturity of the Notes.




          “Dollars” or “$” means dollars in lawful currency of the United States of
America.




          “Domestic Entity” means any Person other than a Foreign Entity.




          “Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a
Foreign Subsidiary.




          “Equipment” means any equipment owned by or leased to the Company or any of its
Subsidiaries that is revenue earning equipment, or is classified as “revenue earning equipment” in
the consolidated financial statements of the Company, including any such equipment consisting of
(i) construction, industrial, commercial and office equipment, (ii) air tools, attachments,
backhoes, booms, compaction, compressor, concrete, conveyors, cranes, dozers, earth moving,
electrical equipment, excavators, forklifts, generators, lighting, loaders, material han-



-12-









 






dling, scissors, skidsteers, tractors, trenchers, trucks, welding, (iii) air compressors,
pumps and small tools, and (iv) other personal property.




          “Equity Offering” means a sale of Capital Stock (x) that is a sale of Capital Stock of
RSC (other than Disqualified Stock or sales to Subsidiaries of RSC), or (y) proceeds of which in an
amount equal to or exceeding the Redemption Amount are contributed to the equity capital of RSC or
any of its Restricted Subsidiaries (other than proceeds from a sale to Subsidiaries of Capital
Stock of RSC).




          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or
any successor securities clearing agency.




          “European Government Obligations” means any security that is (a) a direct obligation
of Belgium, the Netherlands, France, Germany, Ireland or any other country that is a member of the
European Monetary Union, for the payment of which the full faith and credit of such country is
pledged or (b) an obligation of a person controlled or supervised by and acting as an agency or
instrumentality of any such country the payment of which is unconditionally guaranteed as a full
faith and credit obligation by such country, which, in either case under the pre-ceding clause (a)
or (b), is not callable or redeemable at the option of the issuer thereof.




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




          “Exchange Notes” means the Issuers’ 101/4% Senior Notes due 2019, containing terms
substantially identical to the Initial Notes or any Initial Additional Notes (except that (i) such
Exchange Notes may omit terms with respect to transfer restrictions and may be registered under the
Securities Act, and (ii) certain provisions relating to an increase in the stated rate of interest
thereon may be eliminated), that are issued and exchanged for (a) the Initial Notes, as provided
for in a registration rights agreement relating to such Initial Notes and this Indenture, or (b)
such Initial Additional Notes as may be provided in any registration rights agreement relating to
such Additional Notes that are Notes and this Indenture (including any amendment or supplement
hereto.)




          “Excluded Contribution” means Net Cash Proceeds, or the Fair Market Value of property
or assets, received by the Company as capital contributions to the Company after the Issue Date or
from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than
Disqualified Stock) of the Company, in each case to the extent designated as an Excluded
Contribution pursuant to an Officer’s Certificate of the Company and not previously included in the
calculation set forth in Section 409(a)(3)(B)(x) for purposes of determining whether a
Restricted Payment may be made.




          “Existing Notes” means, collectively, (i) the $620.0 million 91/2% Senior Notes due 2014
issued by the Issuers (the “91/2% Senior Notes”) and (ii) the $400 million 10% Senior Secured
Notes Due 2017 issued by the Issuers (the “10% Senior Secured Notes”).




          “Existing Notes Indentures” means, collectively, (i) that certain Indenture dated
November 27, 2006, between the Issuers and Wells Fargo Bank, National Association as Trustee, as
amended, supplemented, waived or otherwise modified from time to time (the “91/2% Senior Notes
Indenture”) and (ii) that certain Indenture dated as of July 1, 2009 by and among the



-13-









 






Issuers and Wells Fargo Bank, National Association, as Trustee, as amended, supplemented,
waived or otherwise modified from time to time (the “10% Senior Secured Notes Indenture”).




          “Fair Market Value” means, with respect to any asset or property, the fair market
value of such asset or property as determined in good faith by the Board of Directors, whose
determination will be conclusive.




          “Financing Disposition” means any sale, transfer, conveyance or other disposition of,
or creation or incurrence of any Lien on, property or assets by the Company or any Subsidiary
thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each
case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations
to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such
property or assets.




          “Foreign Borrowing Base” means the sum of (1) 60% of the book value of Inventory
(excluding Equipment) of Foreign Subsidiaries, (2) 85% of the book value of Receivables of Foreign
Subsidiaries, (3) 95% of the book value of Equipment of Foreign Subsidiaries and (4) cash, Cash
Equivalents and Temporary Cash Investments of Foreign Subsidiaries (in each case, determined as of
the end of the most recently ended fiscal month of the Company for which internal consolidated
financial statements of the Company are available, and, in the case of any determination relating
to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a
type described above acquired since the end of such fiscal month and (y) any property or assets of
a type described above being acquired in connection therewith).




          “Foreign Entity” means (a) any Person that is not organized under the laws of the
United States of America or any state thereof or the District of Columbia and (b) any Person that
has no material assets other than securities or Indebtedness of one or more Foreign Entities (or
Subsidiaries thereof), and other assets relating to an ownership interest in any such securities,
Indebtedness or Subsidiaries.




          “Foreign Subsidiary” means (a) any Restricted Subsidiary of the Company that is not
organized under the laws of the United States of America or any state thereof or the District of
Columbia and (b) any Restricted Subsidiary of the Company that has no material assets other than
securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), and other
assets relating to an ownership interest in any such securities, Indebtedness or Subsidiaries.




          “GAAP” means generally accepted accounting principles in the United States of America
as in effect on the Issue Date (for purposes of the definitions of the terms “Borrowing Base,”
“Consolidated Coverage Ratio,” “Consolidated EBITDA,” “Consolidated Interest Expense,”
“Consolidated Net Income,” “Consolidated Quarterly Tangible Assets,” “Consolidated Secured
Indebtedness,” “Consolidated Secured Leverage Ratio,” “Consolidated Tangible Assets,” “Consolidated
Total Indebtedness,” and “Foreign Borrowing Base,” all defined terms in this Indenture to the
extent used in or relating to any of the foregoing definitions, and all ratios and computations
based on any of the foregoing definitions) and as in effect from time to time (for all other
purposes of this Indenture), including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board



-14-









 






or in such other statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations based on GAAP contained in this Indenture shall
be computed in conformity with GAAP.




          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the
term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.




          “Guarantor Subordinated Obligations” means, with respect to a Subsidiary Guarantor,
any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary
Guarantor under its Subsidiary Guarantee pursuant to a written agreement.




          “Hedging Obligations” of any Person means the obligations of such Person pursuant to
any Interest Rate Agreement, Currency Agreement or Commodities Agreement.




          “Holder” or “Noteholder” means the Person in whose name a Note is registered
in the Note Register.




          “Holding” means RSC Holdings, Inc. and any successor in interest thereto.




          “Incur” means issue, assume, enter into any Guarantee of, incur or otherwise become
liable for; and the terms “Incurs,” “Incurred” and “Incurrence” shall have a correlative meaning;
provided that any Indebtedness or Capital Stock of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed
to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the
accretion of accreted value and the payment of interest in the form of additional Indebtedness will
not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount
(including Indebtedness on which interest is payable through the issuance of additional
Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the
initial accreted amount thereof.




          “Indebtedness” means, with respect to any Person on any date of determination (without
duplication):





     (i) the principal of indebtedness of such Person for borrowed money,




     (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes
or other similar instruments,




     (iii) all reimbursement obligations of such Person in respect of letters of credit,
bankers’ acceptances or other similar instruments (the amount of such obligations being
equal at any time to the aggregate then undrawn and unexpired amount of such letters of
credit, bankers’ acceptances or other instruments plus the aggregate amount of drawings
thereunder that have not then been reimbursed),



-15-









 






     (iv) all obligations of such Person to pay the deferred and unpaid purchase price of
property (except Trade Payables), which purchase price is due more than one year after the
date of placing such property in final service or taking final delivery and title thereto,




     (v) all Capitalized Lease Obligations of such Person,




     (vi) the redemption, repayment or other repurchase amount of such Person with respect
to any Disqualified Stock of such Person or (if such Person is a Subsidiary of the Company
other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding, in
each case, any accrued dividends (the amount of such obligation to be equal at any time to
the maximum fixed involuntary redemption, repayment or repurchase price for such Capital
Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary
redemption, repayment or repurchase price therefor calculated in accordance with the terms
thereof as if then redeemed, repaid or repurchased, and if such price is based upon or
measured by the fair market value of such Capital Stock, such fair market value shall be as
determined in good faith by the Board of Directors or the board of directors or other
governing body of the issuer of such Capital Stock),




     (vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided that the amount of
Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset
at such date of determination (as determined in good faith by the Company) and (B) the
amount of such Indebtedness of such other Persons,




     (viii) all Guarantees by such Person of Indebtedness of other Persons, to the extent so
Guaranteed by such Person, and




     (ix) to the extent not otherwise included in this definition, net Hedging Obligations
of such Person (the amount of any such obligation to be equal at any time to the termination
value of such agreement or arrangement giving rise to such Hedging Obligation that would be
payable by such Person at such time).



          The amount of Indebtedness of any Person at any date shall be determined as set forth above or
otherwise provided in this Indenture, or otherwise shall equal the amount thereof that would appear
as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in
accordance with GAAP.




          “Initial Additional Notes” means Additional Notes issued in an offering not registered
under the Securities Act (and any Notes issued in respect thereof pursuant to Section 304,
305, 306, 312(c), 312(d) or 1008).




          “Initial Notes” means the Notes issued on the Issue Date (and any Notes issued in
respect thereof pursuant to Section 304, 305, 306, 312(c),
312(d) or 1008).




          “interest,” with respect to the Notes, means interest on the Notes and, except for
purposes of Article IX, additional or special interest pursuant to the terms of any Note.




-16-









 








          “Interest Payment Date” means, when used with respect to any Note and any installment
of interest thereon, the date specified in such Note as the fixed date on which such installment of
interest is due and payable, as set forth in such Note.




          “Interest Rate Agreement” means, with respect to any Person, any interest rate
protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar
agreement, hedge agreement or other similar agreement or arrangement (including derivative
agreements or arrangements), as to which such Person is party or a beneficiary.




          “Inventory” means goods held for sale, lease or use by a Person in the ordinary course
of business, net of any reserve for goods that have been segregated by such Person to be returned
to the applicable vendor for credit, as determined in accordance with GAAP.




          “Investment” in any Person by any other Person means any direct or indirect advance,
loan or other extension of credit (other than to customers, dealers, licensees, franchisees,
suppliers, directors, officers or employees of any Person in the ordinary course of business) or
capital contribution (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) to, or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of
the definition of “Unrestricted Subsidiary” and Section 409 only, (i) “Investment” shall
include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair
Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in
an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in
such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the
Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such
Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.
Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any
time shall be the original cost of such Investment, reduced (at the Company’s option) by any
dividend, distribution, interest payment, return of capital, repayment or other amount or value
received in respect of such Investment; provided that to the extent that the amount of Restricted
Payments outstanding at any time is so reduced by any portion of any such amount or value that
would otherwise be included in the calculation of Consolidated Net Income, such portion of such
amount or value shall not be so included for purposes of calculating the amount of Restricted
Payments that may be made pursuant to Section 409(a).




          “Investors” means (i) the Ripplewood Investors and Oak Hill Investors, (ii) any Person
that acquires Voting Stock of Holding on or prior to the Issue Date, and any Affiliate of such
Person, and (iii) any of their respective successors in interest.




          “Issue Date” means the first date on which Initial Notes are issued.




          “Issuers Request” and “Issuers Order” mean, respectively, a written request or
order signed in the name of the Issuers by an Officer of each of the Issuers.




-17-









 








          “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind (including any conditional sale or other title retention agreement or lease in the nature
thereof).




          “Management Advances” means (1) loans or advances made to directors, officers or
employees of any Parent, the Company or any Restricted Subsidiary (x) in respect of travel,
entertainment or moving-related expenses incurred in the ordinary course of business, (y) in
respect of moving-related expenses incurred in connection with any closing or consolidation of any
facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not
exceeding $7.5 million in the aggregate outstanding at any time, (2) Management Guarantees, or (3)
other Guarantees of borrowings by Management Investors in connection with the purchase of
Management Stock, which Guarantees are permitted under Section 407.




          “Management Agreements” means, collectively, (i) the Monitoring Agreement, dated as of
November 27, 2006, by and among Holding, RSC, Ripplewood and Oak Hill, (ii) the Indemnification
Agreement, dated as of November 27, 2006, among Holding, RSC, Ripplewood, Oak Hill and the
Acquisition Entities, (iii) the Transaction Agreement, dated as of November 27, 2006, by and among
Holding, RSC, Ripplewood and Oak Hill and (iv) the Stockholders Agreement, dated as of the Issue
Date, by and among Holding, Atlas Copco Finance S.á.r.l. and the Investors party thereto and any
other Person party thereto from time to time, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with the terms thereof
and of this Indenture and the related documents.




          “Management Guarantees” means guarantees made on behalf of, or in respect of loans or
advances made to, directors, officers or employees of any Parent, the Company or any Restricted
Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the
ordinary course of business, or (2) in the ordinary course of business and (in the case of this
clause (2)) not exceeding $7.5 million in the aggregate outstanding at any time.




          “Management Investors” means the officers, directors, employees and other members of
the management of any Parent, the Company or any of their respective Subsidiaries, or family
members or relatives thereof (provided that, solely for purposes of the definition of “Permitted
Holders,” such relatives shall include only those Persons who are or become Management Investors in
connection with estate planning for or inheritance from other Management Investors, as determined
in good faith by the Company, which determination shall be conclusive), or trusts, partnerships or
limited liability companies for the benefit of any of the foregoing, or any of their heirs,
executors, successors and legal representatives, who at any date beneficially own or have the right
to acquire, directly or indirectly, Capital Stock of the Company or any Parent.




          “Management Stock” means Capital Stock of the Company or any Parent (including any
options, warrants or other rights in respect thereof) held by any of the Management Investors.




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




-18-









 








          “Net Available Cash” from an Asset Disposition means cash payments received (including
any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring person of Indebtedness or other
obligations relating to the properties or assets that are the subject of such Asset Disposition or
received in any other non-cash form) therefrom, in each case net of (i) all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state,
provincial, foreign and local taxes required to be paid or to be accrued as a liability under GAAP,
as a consequence of such Asset Disposition (including as a consequence of any transfer of funds in
connection with the application thereof in accordance with Section 411), (ii) all payments
made, and all installment payments required to be made, on any Indebtedness that is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such
assets, or that must by its terms, or in order to obtain a necessary consent to such Asset
Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition, (iii)
all distributions and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other
than the Company or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of
in such Asset Disposition, (iv) any liabilities or obligations associated with the assets disposed
of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such
Asset Disposition, including without limitation pension and other post-employment benefit
liabilities, liabilities related to environmental matters, and liabilities relating to any
indemnification obligations associated with such Asset Disposition, and (v) the amount of any
purchase price or similar adjustment (x) claimed by any Person to be owed by the Company or any
Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally
resolved, or (y) paid or payable by the Company, in either case in respect of such Asset
Disposition.




          “Net Cash Proceeds,” with respect to any issuance or sale of any securities of the
Company or any Subsidiary by the Company or any Subsidiary, or any capital contribution, means the
cash proceeds of such issuance, sale or contribution net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and
other fees actually incurred in connection with such issuance, sale or contribution and net of
taxes paid or payable as a result thereof.




          “Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S.




          “Notes” means the Initial Notes, any Additional Notes, the Exchange Notes and any
notes issued in respect thereof pursuant to Section 304, 305, 306,
312(c), 312(d) or 1008.




          “Oak Hill” means Oak Hill Capital Management LLC.




          “Oak Hill Investor” means, collectively, (i) Oak Hill Capital Partners II, L.P., a
Delaware limited partnership, or any successor thereto, (ii) any Affiliate thereof, and (iii) any
successor in interest to any thereof.




          “Obligations” means, with respect to any Indebtedness, any principal, premium (if
any), interest (including interest accruing on or after the filing of any petition in bankruptcy or



-19-









 






for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary
obligations of any nature and all other amounts payable thereunder or in respect thereof.




          “Offering Memorandum” means the Offering Memorandum of the Issuers, dated November 2,
2009, relating to the offering of the Notes.




          “Officer” means, with respect to the Issuers or any other obligor upon the Notes, the
Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any
Vice President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if such
Person is owned or managed by a single entity, of such entity (or any other individual designated
as an “Officer” for the purposes of this Indenture by the Board of Directors).




          “Officer’s Certificate” means, with respect to the Issuers or any other obligor upon
the Notes, a certificate signed by one Officer of each Issuer.




          “Opinion of Counsel” means a written opinion from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the
Trustee.




          “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange
therefor.




          “Original Transactions” means, collectively, any or all of the following: (i) the
entry into the 91/2% Senior Notes Indenture, and the offer and issuance of the 91/2% Senior Notes, (ii)
the entry into the Senior Credit Facilities and Incurrence of Indebtedness thereunder by one or
more of the Company and its Subsidiaries, (iii) the distribution of the net proceeds from the offer
and sale of the 91/2% Senior Notes and the Incurrence of Indebtedness under the Senior Credit
Facilities to ACNA, (iv) the repurchase by ACNA of its issued and outstanding capital stock from
Atlas Copco Finance S.à.r.l. in accordance with the Recapitalization Agreement, (v) the issue of
but not payment under up to $400 million aggregate principal amount of contingent earn-out notes in
accordance with the Recapitalization Agreement, (vi) the repayment by Atlas Copco AB of
Indebtedness between RSC and certain of RSC’s affiliates in accordance with the Recapitalization
Agreement, (vii) the contribution by Holding of 100% of the capital stock of RSC through RSC
Holdings I, LLC and RSC Holdings II to the Company, (viii) the contribution by the Company of all
of RSC’s outstanding Series A preferred stock to RSC and the cancellation by RSC of that stock in
accordance with the Recapitalization Agreement, (ix) the equity investment by Affiliates of the
Ripplewood Investors and the Oak Hill Investors in ACNA in accordance with the Recapitalization
Agreement, (x) the satisfaction of or action taken to permit any Parent to satisfy any obligations
under the Recapitalization Agreement and (xi) all other transactions relating to any of the
foregoing (including payment of fees and expenses related to any of the foregoing).




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





-20-












 






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




     (ii) Notes for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such
Notes, provided that, if such Notes are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the
Trustee has been made;




     (iii) Notes paid pursuant to Section 306 hereof; and




     (iv) Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture.



          A Note does not cease to be Outstanding because the Issuers or any Affiliate of either of the
Issuers holds the Note, provided that in determining whether the Holders of the requisite amount of
Outstanding Notes have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Issuers or any Affiliate of either of the Issuers shall be
disregarded and deemed not to be Outstanding, except that, for the purpose of determining whether
the Trustee shall be protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows are
so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee
the pledgee’s right to act with respect to such Notes and that the pledgee is not either of the
Issuers or an Affiliate of either of the Issuers.




          “Parent” means any of Holding, RSC Holdings I, LLC, RSC Holdings II, LLC, and any
Other Parent and any other Person that is a Subsidiary of Holding, RSC Holdings I, LLC, RSC
Holdings II, LLC, or any Other Parent and of which the Company is a Subsidiary. As used herein,
“Other Parent” means a Person of which the Company becomes a Subsidiary after the Issue
Date, provided that either (x) immediately after the Company first becomes a Subsidiary of such
Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that
held more than 50% of the Voting Stock of a Parent of the Company immediately prior to the Company
first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the
purpose of determining whether a Change of Control shall have occurred by reason of the Company
first becoming a Subsidiary of such Person.




          “Parent Expenses” means (i) costs (including all professional fees and expenses)
incurred by any Parent in connection with its reporting obligations under, or in connection with
compliance with, applicable laws or applicable rules of any governmental, regulatory or
self-regulatory body or stock exchange, this Indenture or any other agreement or instrument
relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any
reports filed with respect to the Securities Act, Exchange Act or the respective rules and
regulations promulgated thereunder, (ii) expenses incurred by any Parent in connection with the
acquisition, development, maintenance, ownership, prosecution, protection and defense of its
intellectual property and associated rights (including but not limited to trademarks, service
marks, trade names, trade dress, patents, copyrights and similar rights, including registrations
and registration




-21-









 







or renewal applications in respect thereof; inventions, processes, designs, formulae, trade
secrets, know-how, confidential information, computer software, data and documentation, and any
other intellectual property rights; and licenses of any of the foregoing) to the extent such
intellectual property and associated rights relate to the business or businesses of the Company or
any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors,
officers, employees or other Persons under its charter or by-laws or pursuant to written agreements
with any such Person, or obligations in respect of director and officer insurance (including
premiums therefor), (iv) other operational expenses of any Parent incurred in the ordinary course
of business, and (v) fees and expenses incurred by any Parent in connection with any offering of
Capital Stock or Indebtedness, (x) where the net proceeds of such offering are intended to be
received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a
prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so
received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such
offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company
or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.




          “Paying Agent” means any Person authorized by the Issuers to pay the principal of (and
premium, if any) or interest on any Notes on behalf of the Issuers; provided that neither the
Issuers nor any of their Affiliates shall act as Paying Agent for purposes of Section 1102
or Section 1205.




          “Permitted Holder” means any of the following: (i) any of the Investors; (ii) any of
the Management Investors, Ripplewood, Oak Hill and their respective Affiliates; (iii) any
investment fund or vehicle managed, sponsored or advised by Ripplewood, Oak Hill or any Affiliate
thereof, and any Affiliate of or successor to any such investment fund or vehicle; (iv) any Parent;
and (v) any Person acting in the capacity of an underwriter in connection with a public or private
offering of Capital Stock of any Parent or the Company. In addition, any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) whose status as a “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a Change of
Control in respect of which a Change of Control Offer is made in accordance with the requirements
of this Indenture, together with its Affiliates, shall thereafter constitute Permitted Holders.




          “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary
in, or consisting of, any of the following:





     (i) a Restricted Subsidiary, the Company, or a Person that will, upon the making of
such Investment, become a Restricted Subsidiary (and any Investment held by such Person that
was not acquired by such Person in contemplation of so becoming a Restricted Subsidiary and
were in existence on the date of such acquisition);




     (ii) another Person if as a result of such Investment such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its assets to,
or is liquidated into, the Company or a Restricted Subsidiary (and, in each case, any
Investment held by such other Person that was not acquired by such Person in contemplation
of such merger, consolidation, transfer, conveyance or liquidation and were in existence on
the date of such merger, consolidation, transfer, conveyance or liquidation);



-22-









 






     (iii) Temporary Cash Investments or Cash Equivalents;




     (iv) receivables owing to the Company or any Restricted Subsidiary, if created or
acquired in the ordinary course of business;




     (v) any securities or other Investments received as consideration in, or retained in
connection with, sales or other dispositions of property or assets, including Asset
Dispositions made in compliance with Section 411;




     (vi) securities or other Investments received in settlement of debts created in the
ordinary course of business and owing to, or of other claims asserted by, the Company or any
Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien,
or in satisfaction of judgments, including in connection with any bankruptcy proceeding or
other reorganization of another Person;




     (vii) Investments in existence or made pursuant to legally binding written commitments
in existence on November 27, 2006;




     (viii) Currency Agreements, Interest Rate Agreements, Commodities Agreements and
related Hedging Obligations, which obligations are Incurred in compliance with Section
407;




     (ix) pledges or deposits (x) with respect to leases or utilities provided to third
parties in the ordinary course of business or (y) otherwise described in the definition of
“Permitted Liens” or made in connection with Liens permitted under Section 413;




     (x) (1) Investments in or by any Special Purpose Subsidiary, or in connection with a
Financing Disposition by or to or in favor of any Special Purpose Entity, including
Investments of funds held in accounts permitted or required by the arrangements governing
such Financing Disposition or any related Indebtedness, or (2) any promissory note issued by
the Company, or any Parent, provided that if such Parent receives cash from the relevant
Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any
Parent to the Company;




     (xi) Notes;




     (xii) any Investment to the extent made using Capital Stock of the Company (other than
Disqualified Stock), or Capital Stock of any Parent, as consideration;




     (xiii) Management Advances;




     (xiv) any transaction to the extent it constitutes an Investment that is permitted by
and made in accordance with Section 412(b) (except transactions described in clauses
(i), (v) and (vi) of such paragraph); and




     (xv) other Investments in an aggregate amount outstanding at any time not to exceed the
greater of $100 million or 5.50% of Consolidated Tangible Assets.



-23-









 





          If any Investment pursuant to clause (xv) above is made in any Person that is not a Restricted
Subsidiary and such Person thereafter becomes a Restricted Subsidiary, such Investment shall
thereafter be deemed to have been made pursuant to clause (i) above and not clause (xv) above for
so long as such Person continues to be a Restricted Subsidiary.




          “Permitted Liens” means:





     (a) Liens for taxes, assessments or other governmental charges not yet delinquent or
the nonpayment of which in the aggregate would not reasonably be expected to have a material
adverse effect on the Company and its Restricted Subsidiaries or that are being contested in
good faith and by appropriate proceedings if adequate reserves with respect thereto are
maintained on the books of the Company or a Subsidiary thereof, as the case may be, in
accordance with GAAP;




     (b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or
other like Liens arising in the ordinary course of business in respect of obligations that
are not overdue for a period of more than 60 days or that are bonded or that are being
contested in good faith and by appropriate proceedings;




     (c) pledges, deposits or Liens in connection with workers’ compensation, unemployment
insurance and other social security and other similar legislation or other insurance-related
obligations (including, without limitation, pledges or deposits securing liability to
insurance carriers under insurance or self-insurance arrangements);




     (d) pledges, deposits or Liens to secure the performance of bids, tenders, trade,
government or other contracts (other than for borrowed money), obligations for utilities,
leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or
performance bonds, other similar bonds, instruments or obligations, and other obligations of
a like nature incurred in the ordinary course of business;




     (e) easements (including reciprocal easement agreements), rights-of-way, building,
zoning and similar restrictions, utility agreements, covenants, reservations, restrictions,
encroachments, charges, and other similar encumbrances or title defects incurred, or leases
or subleases granted to others, in the ordinary course of business, which do not in the
aggregate materially interfere with the ordinary conduct of the business of the Company and
its Subsidiaries, taken as a whole;




     (f) Liens existing on, or provided for under written arrangements existing on, November
27, 2006, or (in the case of any such Liens securing Indebtedness of the Company or any of
its Subsidiaries existing or arising under written arrangements existing on November 27,
2006) securing any Refinancing Indebtedness in respect of such Indebtedness so long as the
Lien securing such Refinancing Indebtedness is limited to all or part of the same property
or assets (plus improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or under such written arrangements could secure) the original
Indebtedness;




     (g) (i) mortgages, liens, security interests, restrictions, encumbrances or any other
matters of record that have been placed by any developer, landlord or other third



-24-









 







party on property over which the Company or any Restricted Subsidiary of the Company
has easement rights or on any leased property and subordination or similar agreements
relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real
property;




     (h) Liens securing Indebtedness (including Liens securing any Obligations in respect
thereof) consisting of Hedging Obligations, Purchase Money Obligations or Capitalized Lease
Obligations Incurred in compliance with Section 407;




     (i) Liens arising out of judgments, decrees, orders or awards in respect of which the
Company shall in good faith be prosecuting an appeal or proceedings for review, which appeal
or proceedings shall not have been finally terminated, or if the period within which such
appeal or proceedings may be initiated shall not have expired;




     (j) leases, subleases, licenses or sublicenses to or from third parties;




     (k) Liens securing Indebtedness (including Liens securing any Obligations in respect
thereof) consisting of (1) Indebtedness Incurred in compliance with Section
407(b)(i), Section 407(b)(iv), Section 407(b)(vii), Section
407(b)(viii), Section 407(b)(ix), or Section 407(b)(xi) or Section
407(b)(iii) (other than the 91/2% Senior Notes and Refinancing Indebtedness Incurred in
respect of Indebtedness described in Section 407(a) and Refinancing Indebtedness
Incurred in respect of the 91/2% Senior Notes in compliance with Section 407(b)(iii)),
(2) Bank Indebtedness Incurred in compliance with Section 407(b) (other than the 91/2%
Senior Notes and Refinancing Indebtedness Incurred in respect thereof), (3) the Notes, (4)
Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor, (5)
Indebtedness or other obligations of any Special Purpose Entity, or (6) obligations in
respect of Management Advances or Management Guarantees, or in each case including Liens
securing any Guarantee of any thereof;




     (l) Liens existing on property or assets of a Person at the time such Person becomes a
Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires
such property or assets, including any acquisition by means of a merger or consolidation
with or into the Company or any Restricted Subsidiary); provided, however, that such Liens
are not created in connection with, or in contemplation of, such other Person becoming such
a Subsidiary (or such acquisition of such property or assets), and that such Liens are
limited to all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or, under the
written arrangements under which such Liens arose, could secure) the obligations to which
such Liens relate; provided further, that for purposes of this clause (l), if a Person other
than the Company is the Successor Company with respect thereto, any Subsidiary thereof shall
be deemed to become a Subsidiary of the Company, and any property or assets of such Person
or any such Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary,
as the case may be, when such Person becomes such Successor Company;




     (m) Liens on Capital Stock, Indebtedness or other securities of an Unrestricted
Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;



-25-









 






     (n) 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;




     (o) Liens securing Indebtedness (including Liens securing any Obligations in respect
thereof) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness
secured by, or securing any refinancing, refunding, extension, renewal or replacement (in
whole or in part) of any other obligation secured by, any other Permitted Liens, provided
that any such new Lien is limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original Lien arose, could
secure) the obligations to which such Liens relate;




     (p) Liens (1) arising by operation of law (or by agreement to the same effect) in the
ordinary course of business, (2) on property or assets under construction (and related
rights) in favor of a contractor or developer or arising from progress or partial payments
by a third party relating to such property or assets, (3) on receivables (including related
rights), (4) on cash set aside at the time of the Incurrence of any Indebtedness or
government securities purchased with such cash, in either case to the extent that such cash
or government securities prefund the payment of interest on such Indebtedness and are held
in an escrow account or similar arrangement to be applied for such purpose, (5) securing or
arising by reason of any netting or set-off arrangement entered into in the ordinary course
of banking or other trading activities, (6) in favor of the Company or any Subsidiary (other
than Liens on property or assets of the Company or any Subsidiary Guarantor in favor of any
Subsidiary that is not a Subsidiary Guarantor), (7) arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered into in the
ordinary course of business, (8) relating to pooled deposit or sweep accounts to permit
satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary
course of business, (9) attaching to commodity trading or other brokerage accounts incurred
in the ordinary course of business or (10) arising in connection with repurchase agreements
permitted under Section 407 on assets that are the subject of such repurchase
agreements;




     (q) other Liens securing obligations incurred in the ordinary course of business, which
obligations do not exceed $50.0 million at any time outstanding; and




     (r) Liens securing Indebtedness (including Liens securing any Obligations in respect
thereof) consisting of Indebtedness Incurred in compliance with Section 407,
provided that on the date of the Incurrence of such Indebtedness after giving effect to such
Incurrence (or on the date of the initial borrowing of such Indebtedness after giving pro
forma effect to the Incurrence of the entire committed amount of such Indebtedness), the
Consolidated Secured Leverage Ratio shall not exceed 3.5 to 1.0.



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




-26-









 








          “Place of Payment” means a city or any political subdivision thereof in which any
Paying Agent appointed pursuant to Article III is located.




          “Predecessor Notes” of any particular Note means every previous Note evidencing all or
a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 306 in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.




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




          “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance
the acquisition, leasing, construction or improvement of property (real or personal) or assets, 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.




          “QIB” or “Qualified Institutional Buyer” means a “qualified institutional
buyer,” as that term is defined in Rule 144A.




          “Recapitalization” means the recapitalization of Holding effected in accordance with
the terms of the Recapitalization Agreement.




          “Recapitalization Agreement” means the Recapitalization Agreement, dated as of October
6, 2006, among Atlas Copco AB, Atlas Copco Finance S.á.r.l., RSC Acquisition LLC, RSC Acquisition
II LLC, OHCP II RSC, LLC, OHCMP II RSC, LLC, OHCP II RSC COI, LLC, and Holding.




          “Receivable” means a right to receive payment pursuant to an arrangement with another
Person pursuant to which such other Person is obligated to pay, as determined in accordance with
GAAP.




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




          “refinance” means refinance, refund, replace, renew, repay, modify, restate, defer,
substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or
discharge mechanism); and the terms “refinances,” “refinanced” and “refinancing” as used for any
purpose in this Indenture shall have a correlative meaning.




          “Refinancing Indebtedness” means Indebtedness that is Incurred to refinance any
Indebtedness existing on the date of this Indenture or Incurred in compliance with this Indenture
(including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary
(to the extent permitted in this Indenture) and Indebtedness of any Restricted Subsidiary that




-27-









 







refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that
refinances Refinancing Indebtedness; provided that (1) if the Indebtedness being refinanced is
Subordinated Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness has a
final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or
greater than the final Stated Maturity of the Indebtedness being refinanced (or if shorter, the
Notes), (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if
issued with original issue discount, an aggregate issue price) that is equal to or less than the
sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate
accreted value) then outstanding of the Indebtedness being refinanced, plus (y) fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with such Refinancing
Indebtedness and (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted
Subsidiary that is not a Subsidiary Guarantor that refinances Indebtedness of the Company or a
Subsidiary Guarantor that could not have been initially Incurred by such Restricted Subsidiary
pursuant to Section 407 or (y) Indebtedness of the Company or a Restricted Subsidiary that
refinances Indebtedness of an Unrestricted Subsidiary.




          “Regular Record Date” for the interest payable on any Interest Payment Date means the
date specified for that purpose in Section 301.




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




          “Regulation S Certificate” means a certificate substantially in the form attached
hereto as Exhibit D.




          “Related Business” means those businesses in which the Company or any of its
Subsidiaries is engaged on the date of this Indenture, or that are related, complementary,
incidental or ancillary thereto or extensions, developments or expansions thereof.




          “Related Taxes” means (x) any taxes, charges or assessments, including but not limited
to sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise,
license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes,
charges or assessments (other than federal, state or local taxes measured by income and federal,
state or local withholding imposed by any government or other taxing authority on payments made by
any Parent other than to another Parent), required to be paid by any Parent by virtue of its being
incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity
interests of any corporation or other entity other than the Company, any of its Subsidiaries or any
Parent), or being a holding company parent of the Company, any of its Subsidiaries or any Parent or
receiving dividends from or other distributions in respect of the Capital Stock of the Company, any
of its Subsidiaries or any Parent, or having guaranteed any obligations of the Company or any
Subsidiary thereof, or having made any payment in respect of any of the items for which the Company
or any of its Subsidiaries is permitted to make payments to any Parent pursuant to Section
409, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its
intellectual property and associated rights (including but not limited to receiving or paying
royalties for the use thereof) relating to the business or businesses of the Company or any
Subsidiary thereof, (y) any taxes attributable to any taxable period (or portion thereof) ending on
or prior to the Issue Date, or to Holding’s or any Parent’s receipt of, entitlement to, or
obligation to make any payment in connection with the Original Transactions, in-




-28-









 







cluding any payment received after the Issue Date pursuant to any agreement relating to the
Original Transactions, or (z) any other federal, state, foreign, provincial or local taxes measured
by income for which any Parent is liable up to an amount not to exceed, with respect to federal
taxes, the amount of any such taxes that the Company and its Subsidiaries would have been required
to pay on a separate company basis, or on a consolidated basis as if the Company had filed a
consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code or an
analogous provision of state, local or foreign law) of which it were the common parent, or with
respect to state and local taxes, the amount of any such taxes that the Company and its
Subsidiaries would have been required to pay on a separate company basis, or on a combined basis as
if the Company had filed a combined return on behalf of an affiliated group consisting only of the
Company and its Subsidiaries.




          “Resale Restriction Termination Date” means, with respect to any Note, the date that
is one year (or such other period as may hereafter be provided under Rule 144(d) under the
Securities Act or any successor provision thereto as permitting the resale by non-affiliates of
Restricted Securities without restriction) after the later of the original issue date in respect of
such Note and the last date on which the Issuers or any Affiliate of either of the Issuers was the
owner of such Note (or any Predecessor Note thereto).




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




          “Restricted Payment Transaction” means any Restricted Payment permitted pursuant to
Section 409, any Permitted Payment, any Permitted Investment, or any transaction
specifically excluded from the definition of the term “Restricted Payment” (including pursuant to
the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii)
and (iii) of such definition).




          “Restricted Period,” with respect to any Notes, means the period of 40 consecutive
days beginning on and including the later of (a) the day on which such Notes are first offered to
persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of
which day shall be promptly given by the Issuers to the Trustee, and (b) the Issue Date, and with
respect to any Additional Notes that are Restricted Securities, it means the comparable period of
40 consecutive days.




          “Restricted Security” has the meaning assigned to such term in Rule 144(a)(3) under
the Securities Act; provided, however, that the Trustee shall be entitled to receive, at its
request, and conclusively rely on an Opinion of Counsel with respect to whether any Note
constitutes a Restricted Security.




          “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.




-29-









 








          “Ripplewood” means Ripplewood Holdings L.L.C.




          “Ripplewood Investor” means, collectively, (i) Ripplewood Partners II LP, a Delaware
limited partnership, or any successor thereto, (ii) Ripplewood Partners II Parallel Fund, LP, a
Delaware limited partnership, or any successor thereto, (iii) Ripplewood Partners II Offshore
Parallel Fund, LP, a Cayman Islands exempted limited partnership, or any successor thereto, (iv)
any Affiliate of any thereof, and (v) any successor in interest to any thereof.




          “RSC” has the meaning set forth in the preamble, and any successor in interest
thereto.




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




          “SEC” means the Securities and Exchange Commission.




          “Second Lien Term Agreement” means the Credit Agreement, dated as of November 27,
2006, among RSC Holdings II, LLC, the Issuers; any other borrowers party thereto from time to time;
Deutsche Bank AG, New York Branch, as administrative agent; Citicorp North America, Inc., as
syndication agent; the lenders party thereto from time to time; Deutsche Bank Securities Inc. and
Citigroup Global Markets, Inc., as joint lead arrangers and joint book managers, as amended as of
August 21, 2009 and as such agreement may be further amended, supplemented, waived or otherwise
modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid,
increased or extended from time to time (whether in whole or in part, whether with the original
administrative agent, lenders and other financial institutions or other agents, lenders and other
financial institutions or otherwise, and whether provided under the original Second Lien Term
Agreement or one or more other credit agreements, indentures (including the Indenture) or financing
agreements or otherwise).




          “Second Lien Term Facility” means the collective reference to the Second Lien Term
Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant
thereto and any guarantee and collateral agreement, patent and trademark security agreement,
mortgages, letter of credit applications and other guarantees, pledge agreements, security
agreements and collateral documents, and other instruments and documents, executed and delivered
pursuant to or in connection with any of the foregoing, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time, or refunded, refinanced,
restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole
or in part, whether with the original agent, lenders and other financial institutions or other
agents, lenders and other financial institutions or otherwise, and whether provided under the
original Second Lien Term Agreement or one or more other credit agreements, indentures (including
this Indenture) or financing agreements or otherwise). Without limiting the generality of the
foregoing, the term “Second Lien Term Facility” shall include any agreement (i) changing the
maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries
of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of
Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering
the terms and conditions thereof.




          “Securities Act” means the Securities Act of 1933, as amended.




-30-









 








          “Senior ABL Agreement” means the Credit Agreement, dated as of November 27, 2006,
among the Company, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent;
Citicorp North America, Inc., as syndication agent; General Electric Capital Corporation, as senior
managing agent; the lenders party thereto from time to time; Deutsche Bank Securities, Inc. and
Citigroup Global Markets Inc. as joint lead arrangers; and Deutsche Bank Securities, Inc., and
Citigroup Global Markets Inc. as joint bookrunning managers, as amended and restated as of July 30,
2009, and as such agreement may be further amended, supplemented, waived or otherwise modified from
time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or
extended from time to time (whether in whole or in part, whether with the original administrative
agent, lenders and other financial institutions or other agents, lenders and other financial
institutions or otherwise, and whether provided under the original Senior ABL Agreement or one or
more other credit agreements, indentures (including this Indenture) or financing agreements or
otherwise).




          “Senior ABL Facility” means the collective reference to the Senior ABL Agreement, any
Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and
any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter
of credit applications and other guarantees, pledge agreements, security agreements and collateral
documents, and other instruments and documents, executed and delivered pursuant to or in connection
with any of the foregoing, in each case as the same may be amended, supplemented, waived or
otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed,
repaid, increased or extended from time to time (whether in whole or in part, whether with the
original agent, lenders and other financial institutions or other agents, lenders and other
financial institutions or otherwise, and whether provided under the original Senior ABL Agreement
or one or more other credit agreements, indentures (including this Indenture) or financing
agreements or otherwise). Without limiting the generality of the foregoing, the term “Senior ABL
Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred
thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers
or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or
available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.




          “Senior Credit Agreements” means, collectively, the Senior ABL Agreement and the
Second Lien Term Agreement.




          “Senior Credit Facilities” means, collectively, the Senior ABL Facility and the Second
Lien Term Facility.




          “Senior Indebtedness” means any Indebtedness of the Company or any Restricted
Subsidiary other than Subordinated Obligations.




          “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC, as such Regulation is in effect on the Issue Date.




          “Special Purpose Entity” means (x) any Special Purpose Subsidiary or (y) any other
Person that is engaged in the business of (i) acquiring, selling, collecting, financing or refi-




-31-









 







nancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any
jurisdiction from time to time), other accounts and/or other receivables, and/or related assets,
and/or (ii) acquiring, selling, leasing, financing or refinancing Equipment, and/or related rights
(including under leases, manufacturer warranties and buy-back programs, and insurance policies)
and/or assets (including managing, exercising and disposing of any such rights and/or assets).




          “Special Purpose Financing” means any financing or refinancing of assets consisting of
or including Receivables and/or other Equipment of the Company or any Restricted Subsidiary that
have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing
Disposition.




          “Special Purpose Financing Fees” means distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in connection with,
and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special
Purpose Financing.




          “Special Purpose Financing Undertakings” means representations, warranties, covenants,
indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other
agreements and undertakings entered into or provided by the Company or any of its Restricted
Subsidiaries that the Company determines in good faith (which determination shall be conclusive)
are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or
a Financing Disposition; provided that (x) it is understood that Special Purpose Financing
Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes,
letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or
(ii) Hedging Obligations, or other obligations relating to Interest Rate Agreements, Currency
Agreements or Commodities Agreements entered into by the Company or any Restricted Subsidiary, in
respect of any Special Purpose Financing or Financing Disposition, and (y) subject to the preceding
clause (x), any such other agreements and undertakings shall not include any Guarantee of
Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted Subsidiary that is not
a Special Purpose Subsidiary.




          “Special Purpose Subsidiary” means a Subsidiary of the Company that (a) is engaged
solely in (x) the business of (i) acquiring, selling, collecting, financing or refinancing
Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction
from time to time) and other accounts and receivables (including any thereof constituting or
evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all
rights (contractual and other), collateral and other assets relating thereto, and/or (ii)
acquiring, selling, leasing, financing or refinancing Equipment, and/or related rights (including
under leases, manufacturer warranties and buy-back programs, and insurance policies) and/or assets
(including managing, exercising and disposing of any such rights and/or assets), all proceeds
thereof and all rights (contractual and other), collateral and other assets relating thereto, and
(y) any business or activities incidental or related to such business, and (b) is designated as a
“Special Purpose Subsidiary” by the Board of Directors.




          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 307.




-32-









 








          “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc., and its successors.




          “Stated Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the happening of any
contingency).




          “Subordinated Obligations” means any Indebtedness of the Company (whether outstanding
on the date of this Indenture or thereafter Incurred) that is expressly subordinated in right of
payment to the Notes pursuant to a written agreement.




          “Subsidiary” of any Person means any corporation, association, partnership or other
business entity of which more than 50% of the total voting power of shares of Capital Stock or
other equity interests (including partnership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more
Subsidiaries of such Person.




          “Subsidiary Guarantee” means any guarantee that may from time to time be entered into
by a Restricted Subsidiary of the Company on or after the Issue Date pursuant to Section
414.




          “Subsidiary Guarantor” means any Restricted Subsidiary of the Company that enters into
a Subsidiary Guarantee.




          “Successor Company” shall have the meaning assigned thereto in clause (i) under
Section 501.




          “Supplemental Indenture” means a Supplemental Indenture, to be entered into
substantially in the form attached hereto as Exhibit E.




          “Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of November 27,
2006, among the Company, RSC, Holding, RSC Holdings I, LLC, RSC Holdings II, LLC and RSC Equipment
Rental, Inc. of Canada Ltd., as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof and of this Indenture.




          “Temporary Cash Investments” means any of the following: (i) any investment in (x)
direct obligations of the United States of America, a member state of the European Union or any
country in whose currency funds are being held pending their application in the making of an
investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with
such funds, or any agency or instrumentality of any thereof or obligations Guaranteed by the United
States of America or a member state of the European Union or any country in whose currency funds
are being held pending their application in the making of an investment or capital expenditure by
the Company or a Restricted Subsidiary in that country or with such funds, or any agency or
instrumentality of any of the foregoing, or obligations guaranteed by any of the fore-




-33-









 







going or (y) direct obligations of any foreign country recognized by the United States of
America rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such
rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such
rating by any nationally recognized rating organization), (ii) overnight bank deposits, and
investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money
market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one
year after the date of acquisition thereof issued by (x) any bank or other institutional lender
under a Credit Facility or any affiliate thereof or (y) a bank or trust company that is organized
under the laws of the United States of America, any state thereof or any foreign country recognized
by the United States of America having capital and surplus aggregating in excess of $250.0 million
(or the foreign currency equivalent thereof) and whose long term debt is rated at least “A” by S&P
or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if
no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized
rating organization) at the time such Investment is made, (iii) repurchase obligations with a term
of not more than 30 days for underlying securities of the types described in clause (i) or (ii)
above entered into with a bank meeting the qualifications described in clause (ii) above, (iv)
Investments in commercial paper, maturing not more than 270 days after the date of acquisition,
issued by a Person (other than that of the Company or any of its Subsidiaries), with a rating at
the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or
“A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such
organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any
nationally recognized rating organization), (v) Investments in securities maturing not more than
one year after the date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States of America, or by any political subdivision or taxing authority
thereof, and rated at least “A” by S&P or “A” by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of
such rating by any nationally recognized rating organization), (vi) Preferred Stock (other than of
the Company or any of its Subsidiaries) having a rating of “A” or higher by S&P or “A2” or higher
by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating
of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating
organization), (vii) investment funds investing 95% of their assets in securities of the type
described in clauses (i)-(vi) above (which funds may also hold reasonable amounts of cash pending
investment and/or distribution), (viii) any money market deposit accounts issued or offered by a
domestic commercial bank or a commercial bank organized and located in a country recognized by the
United States of America, in each case, having capital and surplus in excess of $250.0 million (or
the foreign currency equivalent thereof), or investments in money market funds subject to the risk
limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company
Act of 1940, as amended, and (ix) similar investments approved by the Board of Directors in the
ordinary course of business.




          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-7bbbb) as in effect on
the date of this Indenture, except as otherwise provided in any amendment or supplement thereto.




          “Trade Payables” means, with respect to any Person, any accounts payable or any
indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such


-34-









 







Person arising in the ordinary course of business in connection with the acquisition of goods
or services.




          “Trustee” means the party named as such in the first paragraph of this Indenture until
a successor replaces it and, thereafter, means the successor.




          “Trust Officer” means any officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.




          “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of
determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner
provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may
designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of
the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the
Company or any other Restricted Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided that (A) such designation was made at or prior to the
Issue Date or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or
less or (C) if such Subsidiary has consolidated assets greater than $1,000, then such designation
would be permitted under Section 409. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving
effect to such designation (x) the Company could Incur at least $1.00 of additional Indebtedness
under Section 407(a) or (y) the Consolidated Coverage Ratio would be greater than it was
immediately prior to giving effect to such designation or (z) such Subsidiary shall be a Special
Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred
(and upon such designation shall be deemed to be Incurred and outstanding) pursuant to Section
407(b). Any such designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Company’s Board of Directors
giving effect to such designation and an Officer’s Certificate of the Company certifying that such
designation complied with the foregoing provisions.




          “U.S. Government Obligation” means (x) any security that 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 under the preceding clause (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
that 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 that 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.




-35-









 








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




          “Voting Stock” of an entity means all classes of Capital Stock of such entity then
outstanding and normally entitled to vote in the election of directors or all interests in such
entity with the ability to control the management or actions of such entity.




          Section 102. Other Definitions.




	 	 	 
	 	 	Defined
	Term	 	in Section
	“Act”
	 	  108
	“Affiliate Transaction”
	 	  412
	“Agent Members”
	 	  312
	“Amendment”
	 	  410
	“Applicable Premium”
	 	1001
	“Authentication Order”
	 	  303
	“Certificate of Beneficial Ownership”
	 	  313
	“Change of Control Offer”
	 	  415
	“Covenant Defeasance”
	 	1203
	“Custodian”
	 	  601
	“Defaulted Interest”
	 	  307
	“Defeasance”
	 	1202
	“Defeased Notes”
	 	1201
	“Distribution Compliance Period”
	 	  201
	“Event of Default”
	 	  601
	“Excess Proceeds”
	 	  411
	“Expiration Date”
	 	108
	“Global Notes”
	 	  201
	“Initial Agreement”
	 	  410
	“Initial Lien”
	 	  413
	“Note Register” and “Note Registrar”
	 	  305
	“Notice of Default”
	 	  601
	“Offer”
	 	  411
	“Paying Agent”
	 	  305
	“Permanent Regulation S Global Note”
	 	  201
	“Permitted Payment”
	 	  409
	“Physical Notes”
	 	  201
	“Private Placement Legend”
	 	  203
	“Redemption Amount”
	 	1001
	“Redemption Price”
	 	1001
	“Refinancing Agreement”
	 	  410
	“Regular Record Date”
	 	  301
	“Regulation S Global Notes”
	 	  201
	“Regulation S Note Exchange Date”
	 	  313






-36-









 






	 	 	 
	 	 	Defined
	Term	 	in Section
	 
	“Regulation S Physical Notes”
	 	  201
	“Reporting Date”
	 	  405
	“Restricted Payment”
	 	  409
	“Rule 144A Global Note”
	 	  201
	“Rule 144A Physical Notes”
	 	  201
	“Subsidiary Guaranteed Obligations”
	 	1301
	“Successor Company”
	 	  501
	“Temporary Regulation S Global Note”
	 	  201
	“Treasury Rate”
	 	1001






          Section 103. Rules of Construction. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:





     (1) the terms defined in this Indenture have the meanings assigned to them in this
Indenture;




     (2) “or” is not exclusive;




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




     (4) 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;




     (5) all references to “$” or “dollars” shall refer to the lawful currency of the United
States of America;




     (6) the words “include,” “included” and “including,” as used herein, shall be deemed in
each case to be followed by the phrase “without limitation,” if not expressly followed by
such phrase or the phrase “but not limited to”;




     (7) words in the singular include the plural, and words in the plural include the
singular;




     (8) references to sections of, or rules under, the Securities Act shall be deemed to
include substitute, replacement or successor sections or rules adopted by the SEC from time
to time; and




     (9) any reference to a Section, Article or clause refers to such Section, Article or
clause of this Indenture.



          Section 104. Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of
the TIA, the provision is incorporated by reference in and made a part of this Indenture. This
Indenture is subject to the mandatory provisions of the TIA, which are in-




-37-









 







corporated by reference in and made a part of this Indenture. Any terms incorporated by
reference in this Indenture that are defined by the TIA, defined by any TIA reference to another
statute or defined by SEC rule under the TIA, have the meanings so assigned to them therein. The
following TIA terms have the following meanings:




          “indenture securities” means the Notes.




          “indenture security holder” means a Noteholder.




          “indenture to be qualified” means this Indenture.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor” on the indenture securities means the Issuers, any Subsidiary
Guarantor, and any successor or other obligor on the indenture securities.




          Section 105. Conflict with TIA. If any provision hereof limits, qualifies or conflicts with a
provision of the TIA that is required under the TIA to be a part of and govern this Indenture, the
latter provision shall control. If any provision of this Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the latter provision shall be deemed (i)
to apply to this Indenture as so modified or (ii) to be excluded, as the case may be.




          Section 106. Compliance Certificates and Opinions. Upon any application or request by the Issuers
or by any other obligor upon the Notes (including any Subsidiary Guarantor) to the Trustee to take
any action under any provision of this Indenture, the Issuers or such other obligor (including any
Subsidiary Guarantor), as the case may be, shall furnish to the Trustee such certificates and
opinions as may be required under the TIA. Each such certificate or opinion shall be given in the
form of one or more Officer’s Certificates, if to be given by an Officer, or an Opinion of Counsel,
if to be given by counsel, and shall comply with the requirements of the TIA and any other
requirements set forth in this Indenture; provided, however, that such Opinion of Counsel shall not
be required in the case of the initial issuance of Notes hereunder. Notwithstanding the foregoing,
in the case of any such request or application as to which the furnishing of any Officer’s
Certificate or Opinion of Counsel is specifically required by any provision of this Indenture
relating to such particular request or application, no additional certificate or opinion need be
furnished.




          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for certificates provided for in Section 406) shall include:





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




     (2) 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;



-38-









 






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




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



          Section 107. 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 may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such Officer knows 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 to the effect that the information with respect to such
factual matters is in the possession of the Issuers, unless such counsel knows 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 108. Acts of Noteholders; Record Dates.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided 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 an 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 Issuers, as the case may be. 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 701) conclusive in favor of the Trustee, the Issuers
and any other obligor upon the Notes, if made in the manner provided in this Section 108.




          (b) 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 the certificate of any 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




-39-









 







thereof. Where such execution is by an officer of a corporation or a member of a partnership
or other legal entity other than an individual, on behalf of such corporation or partnership or
entity, such certificate or affidavit shall also constitute sufficient proof of such Person’s
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 that the Trustee deems
sufficient.




          (c) The ownership of Notes shall be proved by the Note Register (as hereinafter defined).




          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done
by the Trustee, the Issuers or any other obligor upon the Notes in reliance thereon, whether or not
notation of such action is made upon such Note.




          (e) (i) The Issuers may set any day as a record date for the purpose of determining the
Holders of Outstanding Notes entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Notes, provided that the Issuers may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next paragraph. If any record date is
set pursuant to this paragraph, the Holders of Outstanding Notes on such record date (or their duly
designated proxies), and no other Holders, shall be entitled to take the relevant action, whether
or not such Persons remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph
shall be construed to prevent the Issuers 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),
and nothing in this paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Issuers, at their expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date (as
hereinafter defined) to be given to the Trustee in writing and to each Holder of Notes in the
manner set forth in Section 110.




          (ii) The Trustee may set any day as a record date for the purpose of determining the Holders
of Outstanding Notes entitled to join in the giving or making of (A) any Notice of Default (as
hereinafter defined), (B) any declaration of acceleration referred to in Section 602, (C)
any request to institute proceedings referred to in Section 607(ii) or (D) any direction
referred to in Section 612, in each case with respect to Notes. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Notes 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 that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any action for which a
record date has




-40-









 







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), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Notes on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Issuers’ expense, shall cause notice of
such record date, the proposed action by Holders and the applicable Expiration Date to be given to
the Issuers in writing and to each Holder of Notes in the manner set forth in Section 110.




          (iii) With respect to any record date set pursuant to this Section 108, the party
hereto that sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is given to the Issuers
or the Trustee, whichever such party is not setting a record date pursuant to this Section
108(e) in writing, and to each Holder of Notes in the manner set forth in Section 110,
on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the party hereto that set such record date shall
be deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.




          (iv) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Note may do so with regard to all or any part of the principal amount
of such Note 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.




          (v) Without limiting the generality of the foregoing, a Holder, including the Depositary or
the common depositary, that is the Holder of a Global Note, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in this Indenture to be made, given or taken by Holders, the
Depositary or the common depositary, as the Holder of a Global Note, may provide its proxy or
proxies to the beneficial owners of interest in any such Global Note through such depositary’s
standing instructions and customary practices.




          (vi) The Issuers may fix a record date for the purpose of determining the persons who are
beneficial owners of interests in any Global Note held by the Depositary or the Common Depositary
entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or
other action provided in this Indenture to be made, given or taken by Holders. If such a record
date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only
such persons, shall be entitled to make, give or take such request, demand, authorization,
direction, notice, consent, waiver or other action, whether or not such Holders remain Holders
after such record date. No such request, demand, authorization, direction, notice, consent, waiver
or other action shall be valid or effective if made, given or taken more than 90 days after such
record date.





-41-











 





          Section 109. Notices, etc., to Trustee and Issuers. 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,





     (1) the Trustee by any Holder or by the Issuers or by any other obligor upon the Notes
shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing (including telecopy) to or with the Trustee at 45 Broadway, 14th Floor,
New York, New York 10006, Attention: Corporate Trust Services (telecopier: (212) 515-1589)
or at any other address furnished in writing to the Issuers by the Trustee;




     (2) the Issuers by the Trustee or by any Holder shall be sufficient for every purpose
hereunder if in writing (including telecopy) and mailed, first-class postage prepaid, to RSC
Equipment Rental. Inc., 6929 E. Greenway Parkway, Scottsdale, Arizona 85254, Attention:
Corporate Secretary or at any other address previously furnished in writing to the Trustee
by the Issuers.



          The Issuers or the Trustee, by notice to the other, may designate additional or different
addresses for subsequent notices or communications.




          Section 110. Notices 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, or by overnight air courier
guaranteeing next day delivery, to each Holder affected by such event, at such Holder’s address as
it appears in the Note Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders.




          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 impossible to mail notice of any event as required by any provision of this Indenture,
then such notification as shall be made with the approval of the Trustee (such approval not to be
unreasonably withheld) shall constitute a sufficient notification for every purpose hereunder.




          Section 111. 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 112. Successors and Assigns. All covenants and agreements in this Indenture by
the Issuers shall bind their respective successors and assigns, whether so expressed or not. All
agreements of the Trustee in this Indenture shall bind its successors.




-42-









 








          Section 113. Separability Clause. In case any provision in this Indenture or in the
Notes 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 114. Benefits of Indenture. Nothing in this Indenture or in the Notes, express
or implied, shall give to any Person, other than the parties hereto and their successors hereunder,
any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.




          Section 115. Governing Law; Waiver of Jury Trial. THIS INDENTURE AND THE NOTES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE,
THE ISSUERS ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE
HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN
THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE SUBSIDIARY GUARANTEES. EACH OF THE ISSUERS AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.




          Section 116. Legal Holidays. In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Note shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Notes) payment of interest or
principal and premium (if any) need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same force and effect as
if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest
shall accrue on such payment for the intervening period.




          Section 117. No Personal Liability of Directors, Officers, Employees, Incorporators and
Stockholders. No director, officer, employee, incorporator or stockholder of the Issuers, any
Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation
of the Issuers or any Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary
Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its
creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.




          Section 118. Exhibits and Schedules. All exhibits and schedules attached hereto are by
this reference made a part hereof with the same effect as if herein set forth in full.




          Section 119. Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument. This Indenture may be executed in two of more counterparts, which
when so executed shall constitute one and the same agreement. The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective



-43-









 






execution and delivery of this Indenture as to the parties hereto and may be used in lieu of
the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile
or PDF shall be deemed to the their original signatures for all purposes.




          Section 120. U.S.A Patriot Act. The parties hereto acknowledge that in accordance with
Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to
help fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an
account with the Trustee. The parties to this Indenture agree that they will provide the Trustee
with such information as it may request in order for the Trustee to satisfy the requirements of the
U.S.A Patriot Act.




ARTICLE II




NOTE FORMS




          Section 201. Forms Generally. The Initial Notes and Initial Additional Notes that are
not Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be in
substantially the forms set forth, or referenced, in this Article II and Exhibit A,
annexed hereto. The Exchange Notes and any Additional Notes that are not Initial Additional Notes,
or that are issued in a registered offering pursuant to the Securities Act, and the Trustee’s
certificate of authentication relating thereto shall be in substantially the forms set forth, or
referenced, in this Article II and Exhibit B, annexed hereto. Each of
Exhibits A and B is hereby incorporated in and expressly made a part of
this Indenture. The Notes may have such appropriate insertions, omissions, substitutions,
notations, legends, endorsements, identifications and other variations as are required or permitted
by law, stock exchange rule or depositary rule or usage, agreements to which the Issuers are
subject, if any, or other customary usage, or as may consistently herewith be determined by the
Officers of the Issuers executing such Notes, as evidenced by such execution (provided always that
any such notation, legend, endorsement, identification or variation is in a form acceptable to the
Issuers). Each Note shall be dated the date of its authentication. The terms of the Notes set
forth in Exhibits A and B are part of the terms of this Indenture. Any portion of
the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.




          Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A
shall, unless the Issuers otherwise notify the Trustee in writing, be issued in the form of one or
more permanent global Notes in substantially the form set forth in Exhibit A hereto, except
as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the
“Rule 144A Global Note”. The Rule 144A Global Note shall be deposited with the Trustee, as
custodian for the Depositary or its nominee, in each case for credit to an account of an Agent
Member (as hereinafter defined), and shall be duly executed by the Issuers and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of a Rule 144A Global Note may
from time to time be increased or decreased by adjustments made on the records of the Trustee as
hereinafter provided.




          Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in
reliance on Regulation S under the Securities Act shall, unless the Issuers otherwise no-



-44-









 






tify the Trustee in writing, be issued in the form of one or more temporary Global Notes in
substantially the form set forth in Exhibit A hereto, except as otherwise permitted herein.
Such Global Notes will be referred to collectively herein as the “Temporary Regulation S
Global Note.” The Temporary Regulation S Global Note shall be deposited with the Trustee, as
custodian for the Depositary or its nominee for the accounts of designated Agent Members holding on
behalf of Euroclear or Clearstream and shall be duly executed by the Issuers and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of a Temporary Regulation S
Global Note may from time to time be increased or increased by adjustments made on the records of
the Trustee as hereinafter provided.




          Following the expiration of the distribution compliance period set forth in Regulation S (the
“Distribution Compliance Period”) with respect to any Temporary Regulation S Global Note,
beneficial interests in such Temporary Regulation S Global Note shall be exchanged as provided in
Sections 312 and 313 for beneficial interests in one or more permanent global Notes
in substantially the form set forth in Exhibit A hereto, except as otherwise permitted
herein. Such Global Notes will be referred to collectively herein as the “Permanent
Regulation S Global Note.” The Permanent Regulation S Global Note shall be deposited with the
Trustee, as custodian for the Depositary or its nominee for credit to the account of an Agent
Member and shall be duly executed by the Issuers and authenticated by the Trustee as hereinafter
provided. Simultaneously with the authentication of a Permanent Regulation S Global Note, the
Trustee shall cancel the related Temporary Regulation S Global Note. The Temporary Regulation S
Global Note and the Permanent Regulation S Global Note are each a “Regulation S Global Note,” as
applicable.




          Subject to the limitations on the issuance of certificated Notes set forth in Sections
312 and 313, Initial Notes and any Initial Additional Notes issued pursuant to
Section 305 in exchange for or upon transfer of beneficial interests (x) in a Rule 144A
Global Note shall be in the form of permanent certificated Notes substantially in the form set
forth in Exhibit A hereto (the “Rule 144A Physical Notes”) or (y) in a Regulation
S Global Note (if any), on or after the Regulation S Note Exchange Date with respect to such
Regulation S Global Note, shall be in the form of permanent certificated Notes substantially in the
form set forth in Exhibit A hereto (the “Regulation S Physical Notes”),
respectively, as hereinafter provided.




          The Rule 144A Physical Notes and Regulation S Physical Notes shall be construed to include any
certificated Notes issued in respect thereof pursuant to Section 304, 305,
306 or 1008, and the Rule 144A Global Notes and Regulation S Global Notes shall be
construed to include any global Notes issued in respect thereof pursuant to Section 304,
305, 306 or 1008. The Rule 144A Physical Notes and the Regulation S
Physical Notes, together with any other certificated Notes issued and authenticated pursuant to
this Indenture, are sometimes collectively herein referred to as the “Physical Notes.” The
Rule 144A Global Notes and the Regulation S Global Notes, together with any other global Notes that
are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as
the “Global Notes.”




          Exchange Notes shall be issued substantially in the form set forth in Exhibit B hereto
and, subject to Section 312(b), shall be in the form of one or more Global Notes.




-45-









 








          Section 202. Form of Trustee’s Certificate of Authentication. The Notes will have
endorsed thereon a Trustee’s certificate of authentication.




          If an appointment of an Authenticating Agent is made pursuant to Section 714, the
Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an
alternative certificate of authentication.




          Section 203. Restrictive and Global Note Legends. Each Global Note and Physical Note
(and all Notes issued in exchange therefor or substitution thereof) shall bear the following legend
set forth below (the “Private Placement Legend”) on the face thereof until the Private
Placement Legend is removed or not required in accordance with Section 313(4):





     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFF-SHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED
INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT (AN “ACCREDITED INVESTOR”)), (2) AGREES THAT IT WILL NOT
WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR
HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR (G)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH



-46-









 






TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
UNDER THE SECURITIES ACT.



          Each Global Note, whether or not an Initial Note, shall also bear the following legend on the
face thereof:





UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS OR
THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 312 AND 313 OF THE
INDENTURE (AS DEFINED HEREIN).



          Each Temporary Regulation S Global Note shall also bear the following legend on the face
thereof:





EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE
PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE
NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON
TRANSFER, UNTIL THE EXPIRATION OF THE “40 DAY DISTRIBUTION COMPLIANCE PERIOD”
(WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT).
DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN
THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY



-47-









 






BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE
EUROCLEAR SYSTEM, OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME.



ARTICLE III




THE NOTES




          Section 301. Title and Terms. The aggregate principal amount of Notes that may be
authenticated and delivered and Outstanding under this Indenture is not limited. The Initial Notes
will be issued in an aggregate principal amount of $200.0 million. Additional Notes (including any
Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes
(except as otherwise provided in Section 902) and otherwise be treated as Notes for all
purposes of this Indenture.




          The Notes shall be known and designated as the “101/4% Senior Notes due 2019” of the
Issuers. The final Stated Maturity of the Notes shall be November 15, 2019. Interest on the
Outstanding principal amount of Notes will accrue at the rate of 101/4% per annum and will be
payable, in each case, semi-annually in arrears on May 15 and November 15 in each year, commencing
on May 15, 2010, to holders of record on the immediately preceding May 1 and November 1,
respectively (each such date, a “Regular Record Date”). Interest on the Original Notes
will accrue from the most recent date to which interest has been paid or duly provided for or, if
no interest has been paid, from November 17, 2009; and interest on any Additional Notes (and
Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from
the most recent date to which interest has been paid or duly provided for or, if no interest has
been paid on such Additional Notes, from the Interest Payment Date immediately preceding the date
of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an
Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for
exchange on or after a record date for an Interest Payment Date that will occur on or after the
date of such exchange, interest on the Note received in exchange thereof will accrue from the date
of such Interest Payment Date.




          Section 302. Denominations. The Notes shall be issuable only in fully registered form,
without coupons, and only in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.




          Section 303. Execution, Authentication and Delivery and Dating. The Notes shall be
executed on behalf of each Issuer by one Officer of such Issuer. The signature of any such Officer
on the Notes may be manual or by facsimile.




          Notes bearing the manual or facsimile signature of an individual who was at any time an
Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to
hold such office prior to the authentication and delivery of such Notes or did not hold such office
at the date of such Notes.




          At any time and from time to time after the execution and delivery of this Indenture, the
Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and



-48-









 






the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the
aggregate principal amount not to exceed $200.0 million, (ii) Additional Notes in one or more
series from time to time for original issue in aggregate principal amounts specified by the Issuers
and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of
Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii)
above, upon a written order of the Issuers in the form of an Officer’s Certificate of each of the
Issuers (an “Authentication Order”). Such Officer’s Certificate shall specify the amount
of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,”
“ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the
Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be
issued as one or more Global Notes or Physical Notes and such other information as the Issuers may
include or the Trustee may reasonably request.




          All Notes shall be dated the date of their authentication.




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




          Section 304. Temporary Notes. Until definitive Notes are ready for delivery, the
Issuers may prepare and upon receipt of an Authentication Order the Trustee shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Issuers consider appropriate for temporary Notes. If temporary Notes are
issued, the Issuers will cause definitive Notes to be prepared without unreasonable delay. After
the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuers in a Place of Payment,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes
the Issuers shall execute and upon receipt of an Authentication Order the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled
to the same benefits under this Indenture as definitive Notes of the same series and tenor.




          Section 305. Registrar and Paying Agent. The Issuers 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 of the Issuers in a Place of Payment being herein sometimes collectively
referred to as the “Note Register”) in which, subject to such reasonable regulations as it
may prescribe, the Issuers shall provide for the registration of Notes and of transfers of Notes.
The Issuers may have one or more co-registrars. The term “Note Registrar” includes any
co-registrars.




          The Issuers shall maintain an office or agent within the United States where Notes may be
presented for payment (the “Paying Agent”); provided, however, that at the option of the
Issuers payment of interest on a Note may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note Register. The Issuers may have one or




-49-









 







more additional paying agents, and the term “Paying Agent” includes the Paying Agent and any
additional Paying Agent.




          The Issuers initially appoint the Trustee as “Note Registrar” and “Paying Agent” in connection
with the Notes until such time as the Trustee has resigned or a successor has been appointed. The
Issuers may change the Paying Agent or Note Registrar for any series of Notes without prior notice
to the Holders of Notes. The Issuers may enter into an appropriate agency agreement with any Note
Registrar or Paying Agent not a party to this Indenture. Any such agency agreement shall implement
the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee
in writing of the name and address of any such agent. If the Issuers fail to appoint or maintain a
Note Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 707. The Issuers or any wholly-owned Domestic
Subsidiary of either of the Issuers may act as Paying Agent, Note Registrar or transfer agent.




          Upon surrender for transfer of any Note at the office or agency of the Issuers in a Place of
Payment, in compliance with all applicable requirements of this Indenture and applicable law, the
Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of the same series, of any authorized
denominations and of a like aggregate principal amount.




          At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any
authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the
Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for
exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the Notes that
the Holder making the exchange is entitled to receive.




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




          Every Note presented or surrendered for transfer or exchange shall (if so required by the
Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Issuers and the Note Registrar duly executed, by the Holder thereof or
such Holder’s attorney duly authorized in writing.




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




          The Issuers shall not be required (i) to issue, transfer or exchange any Note during a period
beginning at the opening of business 15 Business Days before the day of the mailing of a notice of
redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004
and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any
Note so selected for redemption (or purchase) in whole or in part.




          Section 306. Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is
surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost,



-50-









 






destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a
replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such
that the Holder (a) satisfies the Issuers or the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a
transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee
prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the
Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable
requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the
reasonable judgment of the Trustee to protect the Issuers, the Trustee, a Paying Agent and the Note
Registrar from any loss that any of them may suffer if a Note is replaced.




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




          Upon the issuance of any new Note under this Section 306, the Issuers 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 Note issued pursuant to this Section 306 in lieu of any destroyed, lost or
stolen Note shall constitute an original additional contractual obligation of the Issuers, whether
or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and ratably with any and all other Notes
duly issued hereunder.




          The provisions of this Section 306 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 Notes.




          Section 307. Payment of Interest Rights Preserved. Interest on any Note that 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 Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest specified in Section 301.




          Any interest on any Note that 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 registered Holder on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Issuers, at its election, as provided in
clause (1) or clause (2) below:





     (1) The Issuers may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes (or their respective Predecessor Notes) 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 Issuers shall notify the Trustee and Paying Agent in
writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of
the proposed payment, and at the same time the Issuers shall



-51-









 






deposit with the Trustee or Paying Agent an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
reasonably satisfactory to the Trustee or Paying Agent 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 provided in this clause (1). Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee and the Paying Agent of the
notice of the proposed payment. The Trustee shall promptly notify the Issuers of such
Special Record Date and, in the name and at the expense of the Issuers, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be mailed, first class postage prepaid, to each Holder at such Holder’s address as it
appears in the Note Register, 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 Notes (or their respective Predecessor Notes) are registered on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).




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



          Subject to the foregoing provisions of this Section 307, each Note delivered under
this Indenture upon transfer of or in exchange for or in lieu of any other Note of the same series
shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such
other Note of such series.




          Section 308. Persons Deemed Owners. The Issuers, any Subsidiary Guarantor, the
Trustee, the Paying Agent and any agent of any of them may treat the Person in whose name any Note
is registered as the owner of such Note for the purpose of receiving payment of principal of (and
premium, if any), and (subject to Section 307) interest on, such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the Issuers, any Subsidiary
Guarantor, the Trustee, the Paying Agent or any agent of any of them shall be affected by notice to
the contrary.




          Section 309. Cancellation. All Notes surrendered for payment, redemption, transfer,
exchange or conversion shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Issuers may at
any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered
hereunder that the Issuers may have acquired in any manner whatsoever, and all Notes so delivered
shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Notes held by the Trustee shall be disposed of by the



-52-









 






Trustee in accordance with its customary procedures (subject to the record retention
requirements of the Exchange Act).




          Section 310. Computation of Interest. Interest on the Notes shall be computed on the
basis of a 360-day year of twelve 30-day months.




          Section 311. CUSIP Numbers, ISINs, etc. The Issuers in issuing the Notes may use
“CUSIP” numbers, ISINs and “Common Code” numbers (if then generally in use), and if so, the Trustee
may use the CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption or exchange as
a convenience to Holders; provided, however, that any such notice may state that no representation
is made as to the correctness or accuracy of such numbers printed in the notice or on the Notes;
that reliance may be placed only on the other identification numbers printed on the Notes; and that
any redemption shall not be affected by any defect in or omission of such numbers. Issuers shall
notify the Trustee in writing of any change in such numbers.




          Section 312. Book-Entry Provisions for Global Notes.




          (a) Each Global Note initially shall (i) be registered in the name of the Depositary for such
Global Note or the nominee of such Depositary, in each case for credit to the account of an Agent
Member, and (ii) be delivered to the Trustee as custodian for such Depositary. None of the Issuers
or any agent of the Issuers shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Global Note,
or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests.




          Members of, or participants in, the Depositary, Euroclear or Clearstream (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary, or its respective custodians, or under such Global Notes. The
Depositary may be treated by the Issuers, any other obligor upon the Notes, the Trustee and any
agent of any of them as the absolute owner of the Global Notes for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuers, any other obligor upon the
Notes, the Trustee or any agent of any of them from giving effect to any written certification,
proxy or other authorization furnished by the Depositary, or impair, as between the Depositary,
Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of
customary practices governing the exercise of the rights of a beneficial owner of any Note. The
registered holder of a Global Note may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to take any action that a
Holder is entitled to take under this Indenture or the Notes.




          (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole,
but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors
or their respective nominees. Interests of beneficial owners in a Global Note may not be
transferred or exchanged for Physical Notes unless (i) the Issuers have consented thereto in
writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer
or exchange is in accordance with the applicable rules and procedures of the Depositary, Euroclear or Clearstream, as the case may be, and the provisions of Sections
305 and



-53-









 






313. Subject to the limitation on issuance of Physical Notes set forth in
Section 313(3), Physical Notes shall be transferred to all beneficial owners in exchange
for their beneficial interests in the relevant Global Note, if (i) in the case of a Global Note,
the Depositary notifies the Issuers at any time that it is unwilling or unable to continue as
Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii)
in the case of a Global Note, the Depositary ceases to be registered as a “Clearing Agency” under
the Exchange Act and a successor depositary is not appointed within 120 days; (iii) the Issuers, at
their option, notify the Trustee that they elect to cause the issuance of Physical Notes; or (iv)
an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee
has received a written request from the Depositary to issue Physical Notes.




          (c) In connection with any transfer or exchange of a portion of the beneficial interest in any
Global Note to beneficial owners for Physical Notes pursuant to Section 312(b), the Note
Registrar shall record on its books and records the date and a decrease in the principal amount of
such Global Note in an amount equal to the beneficial interest in the Global Note being
transferred, and the Issuers shall execute, and the Trustee shall authenticate and deliver, one or
more Physical Notes of like tenor and principal amount of authorized denominations.




          (d) In connection with a transfer of an entire Global Note to beneficial owners pursuant to
Section 312(b), the applicable Global Note shall be deemed to be surrendered to the Trustee
for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary, Euroclear or Clearstream, as the case may be,
in exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal
amount at maturity of Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or
Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case may be, of
authorized denominations.




          (e) The transfer and exchange of a Global Note or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth in Section 313) and the procedures therefor of the
Depositary, Euroclear or Clearstream, as the case may be. Any beneficial interest in one of the
Global Notes that is transferred to a Person who takes delivery in the form of an interest in a
different Global Note will, upon transfer, cease to be an interest in such Global Note and become
an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer
restrictions, if any, and other procedures applicable to beneficial interests in such other Global
Note for as long as it remains such an interest. A transferor of a beneficial interest in a Global
Note shall deliver to the Note Registrar a written order given in accordance with the procedures of
the Depositary or of Euroclear or Clearstream, as applicable, containing information regarding the
participant account of the Depositary to be credited with a beneficial interest in the relevant
Global Note. Subject to Section 313, the Note Registrar shall, in accordance with such
instructions, instruct the Depositary or Euroclear or Clearstream, as applicable, to credit to the
account of the Person specified in such instructions a beneficial interest in such Global Note and
to debit the account of the Person making the transfer the beneficial interest in the Global Note
being transferred.




          (f) Any Physical Note delivered in exchange for an interest in a Global Note pursuant to
Section 312(b) shall, unless such exchange is made on or after the Resale Restriction



-54-









 






Termination Date applicable to such Note and except as otherwise provided in Section
203 and Section 313, bear the Private Placement Legend.




          (g) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a
Regulation S Global Note may be held only through Euroclear or Clearstream, or designated Agent
Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with
the applicable provisions of Section 313.




          (h) The Holder of any Global Note 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 Notes.




          Section 313. Special Transfer Provisions.




          (1) Transfers to Non-U.S. Persons. The following provisions shall apply with respect
to the registration of any proposed transfer of a Note that is a Restricted Security to any
Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other
applicable requirements of this Indenture (including Section 305) and,





     (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with
respect to such Note or (y) the proposed transferor has delivered to the Note Registrar and
the Issuers and the Trustee a Regulation S Certificate and, unless otherwise agreed by the
Issuers and the Trustee, an opinion of counsel, certifications and other information
satisfactory to the Issuers and the Trustee, and




     (b) if the proposed transferor is or is acting through an Agent Member holding a
beneficial interest in a Global Note, upon receipt by the Note Registrar and the Issuers and
the Trustee of (x) the certificate, opinion, certifications and other information, if any,
required by clause (a) above and (y) written instructions given in accordance with the
procedures of the Note Registrar and of the Depositary;


whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the
transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal
amount of the relevant Global Note in an amount equal to the principal amount of the beneficial
interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed
transferee is or is acting through an Agent Member holding a beneficial interest in a relevant
Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an
increase in the principal amount of such Regulation S Global Note in an amount equal to the
principal amount of the beneficial interest being so transferred or (B) otherwise the Issuers shall
execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and
amount.




          (2) Transfers to QIBs. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding
transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies
with all other applicable requirements of this Indenture (including Section 305) and,





-55-









 









     (a) if such transfer is being made by a proposed transferor who has checked the box
provided for on the form of such Note stating, or has otherwise certified to the Note
Registrar and the Issuers and the Trustee in writing, that the sale has been made in
compliance with the provisions of Rule 144A to a transferee who has signed the certification
provided for on the form of such Note stating, or has otherwise certified to Note Registrar
and the Issuers and the Trustee in writing, that it is purchasing such Note for its own
account or an account with respect to which it exercises sole investment discretion and that
it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale
to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuers as it has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the transferor is
relying upon its foregoing representations in order to claim the exemption from registration
provided by Rule 144A; and




     (b) if the proposed transferee is an Agent Member, and the Note to be transferred
consists of a Physical Note that after transfer is to be evidenced by an interest in a
Global Note or consists of a beneficial interest in a Global Note that after the transfer is
to be evidenced by an interest in a different Global Note, upon receipt by the Note
Registrar of written instructions given in accordance with the procedures of the Note
Registrar and of the Depositary whereupon the Note Registrar shall reflect on its books and
records the date and an increase in the principal amount of the transferee Global Note in an
amount equal to the principal amount of the Physical Note or such beneficial interest in
such transferor Global Note to be transferred, and the Trustee shall cancel the Physical
Note so transferred or reflect on its books and records the date and a decrease in the
principal amount of such transferor Global Note, as the case may be.



          (3) Limitation on Issuance of Physical Notes. No Physical Note shall be exchanged for
a beneficial interest in any Global Note, except in accordance with Section 312 and this
Section 313.




          A beneficial owner of an interest in a Temporary Regulation S Global Note (and, in the case of
any Additional Notes for which no Temporary Regulation S Global Note is issued, any Regulation S
Global Note) shall not be permitted to exchange such interest for a Physical Note or (in the case
of such interest in a Temporary Regulation S Global Note) an interest in a Permanent Regulation S
Global Note until a date, which must be after Distribution Compliance Date, on which the Issuers
receive a certificate of beneficial ownership substantially in the form of Exhibit C from
such beneficial owner (a “Certificate of Beneficial Ownership”). Such date, as it relates
to a Regulation S Global Note, is herein referred to as the “Regulation S Note Exchange
Date.”




          (4) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not
bearing the Private Placement Legend, the Note Registrar shall deliver Notes that do not bear the
Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement
Legend unless (i) the requested transfer is after the relevant Resale Restriction Termination Date
with respect to such Notes, (ii) upon written request of the Issuers after there is delivered to
the Note Registrar an opinion of counsel (which opinion and counsel are satisfactory



-56-









 






to the Issuers and the Trustee) to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the provisions of the
Securities Act, (iii) with respect to a Regulation S Global Note (on or after the Regulation S Note
Exchange Date with respect to such Regulation S Global Note) or Regulation S Physical Note, in each
case with the agreement of the Issuers, or (iv) such Notes are sold or exchanged pursuant to an
effective registration statement under the Securities Act.




          (5) Other Transfers. The Note Registrar shall effect and register, upon receipt of a
written request from the Issuers to do so, a transfer not otherwise permitted by this Section
313, such registration to be done in accordance with the otherwise applicable provisions of
this Section 313, upon the furnishing by the proposed transferor or transferee of a written
opinion of counsel (which opinion and counsel are satisfactory to the Issuers and the Trustee) to
the effect that, and such other certifications or information as the Issuers or the Trustee may
require (including, in the case of a transfer to an Accredited Investor (as defined in Rule
501(a)(1), (2), (3) or (7) under Regulation D promulgated under the Securities Act), a certificate
substantially in the form of Exhibit G) to confirm that, the proposed transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.




          A Note that is a Restricted Security may not be transferred other than as provided in this
Section 313. A beneficial interest in a Global Note that is a Restricted Security may not
be exchanged for a beneficial interest in another Global Note other than through a transfer in
compliance with this Section 313.




          (6) General. By its acceptance of any Note bearing the Private Placement Legend, each
Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this
Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture.




          The Note Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 312 or this Section 313 (including all
Notes received for transfer pursuant to this Section 313). The Issuers shall have the
right to require the Note Registrar to deliver to the Issuers, at the Issuers’ expense, copies of
all such letters, notices or other written communications at any reasonable time upon the giving of
reasonable written notice to the Note Registrar.




          In connection with any transfer of any Note, the Trustee, the Note Registrar and the Issuers
shall be entitled to receive, shall be under no duty to inquire into, may conclusively presume the
correctness of, and shall be fully protected in relying upon the certificates, opinions and other
information referred to herein (or in the forms provided herein, attached hereto or to the Notes,
or otherwise) received from any Holder and any transferee of any Note regarding the validity,
legality and due authorization of any such transfer, the eligibility of the transferee to receive
such Note and any other facts and circumstances related to such transfer.





-57-









 








          Section 314. Payment of Additional Interest.




          (a) Under certain circumstances the Issuers will be obligated to pay certain additional
amounts of interest to the Holders of certain Initial Notes, as more particularly set forth in such
Initial Notes.




          (b) Under certain circumstances the Issuers may be obligated to pay certain additional amounts
of interest to the Holders of certain Initial Additional Notes, as may be more particularly set
forth in such Initial Additional Notes.




          (c) Prior to any Interest Payment Date on which any such additional interest is payable, the
Issuers shall give notice to the Trustee of the amount of any additional interest due on such
Interest Payment Date.




          Section 315. [Reserved].




ARTICLE IV




COVENANTS




          Section 401. Payment of Principal, Premium and Interest. The Issuers shall duly and
punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with
the terms of the Notes and this Indenture. Principal amount (and premium, if any) and interest on
the Notes shall be considered paid on the date due if the Issuers shall have deposited with the
applicable Paying Agent (if other than either of the Issuers or a wholly-owned Domestic Subsidiary
of either of the Issuers) as of 12:00 p.m. New York City time on the due date money in immediately
available funds and designated for and sufficient to pay all principal amount (and premium, if any)
and interest then due.




          Section 402. Maintenance of Office or Agency.




          (a) The Issuers shall maintain in the United States where Notes may be presented or
surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices
and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The
Issuers shall give prompt written notice to the Trustee of the location, and of any change in the
location, of such office or agency. If at any time the Issuers shall fail to maintain such 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 the Corporate Trust Office of the Trustee.




          (b) The Issuers may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all purposes and may from time to time
rescind such designations.




          The Issuers hereby designate (i) the Corporate Trust Office of the Trustee as such office or
agency of the Issuers where Notes may be presented or surrendered for payment or for
transfer or exchange for so long as such Corporate Trust Office remains a Place of Payment, in
accordance with Section 305 hereof.




-58-









 








          Section 403. Money for Payments to Be Held in Trust. If an Issuer shall at any time
act as the Paying Agent, it shall, on or before 12:00 p.m., New York City time on each due date of
the principal of (and premium, if any) or interest on, any of the Notes, 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 shall promptly notify the Trustee of its action or
failure so to act.




          If an Issuer is not acting as the Paying Agent, the Issuers shall, on or prior to 12:00 p.m.,
New York City time on each due date of the principal of (and premium, if any) or interest on, any
Notes, 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 in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuers
shall promptly notify the Trustee of their action or failure so to act.




          If an Issuer is not acting as the Paying Agent, the Issuers shall cause any 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 403, that such
Paying Agent shall





     (1) hold all sums held by it for the payment of principal of (and premium, if any) or
interest on Notes in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided;




     (2) give the Trustee notice of any default by the Issuers (or any other obligor upon
the Notes) in the making of any such payment of principal (and premium, if any) or interest;




     (3) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent;
and




     (4) acknowledge, accept and agree to comply in all respects with the provisions of this
Indenture and TIA relating to the duties, rights and liabilities of such Paying Agent.



          The Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Issuers Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Issuers or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Issuers or such
Paying Agent; and, upon such payment by any Paying Agent 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 Issuers, in
trust for the payment of the principal of (and premium, if any) or interest on any Note
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 Issuers on Issuers Request, or (if then held by the
Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an




-59-









 







unsecured general creditor, look only to the Issuers for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, shall thereupon cease.




          Section 404. [Reserved].




          Section 405. SEC Reports. Notwithstanding that the Issuers may not be required to be
or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the
Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act
or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents
and other reports that the Issuers are required to file with the SEC pursuant to such Section 13(a)
or 15(d) or would be so required to file if they were so subject. The Company or RSC will also,
within 15 days after the date on which the Company or RSC, as applicable, was so required to file
or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by
mail to all applicable Holders, as their names and addresses appear in the Note Register, and to
the Trustee (or make available on a Company or RSC website, provided, however, that the Trustee
shall have no responsibility to determine if such reports and other documents have been so made
available) copies of any such information, documents and reports (without exhibits) so required to
be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or
information required to be included in any such filing are not reasonably available on a timely
basis as a result of the Company’s or RSC’s, as applicable, accountants not being “independent” (as
defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the
Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making
available the information, documents and reports so required to be filed, elect to make a filing on
an alternative form or transmit or make available unaudited or unreviewed financial statements or
information substantially similar to such required audited or reviewed financial statements or
information; provided that (a) the Company or RSC, as applicable, shall in any event be required to
make such filing and so transmit or make available such audited or reviewed financial statements or
information no later than the first anniversary of the date on which the same was otherwise
required pursuant to the preceding provisions of this paragraph (such initial date, the
“Reporting Date”) and (b) if the Company or RSC, as applicable, makes such an election and
such filing has not been made, or such information, documents and reports have not been transmitted
or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages
will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such
Reporting Date to the earlier of (x) the date on which such filing has been made, or such
information, documents and reports have been transmitted or made available, as the case may be, and
(y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in
liquidated damages shall be payable for any period regardless of the number of such elections by
the Company or RSC, as applicable). The Company or RSC, as applicable, will be deemed to have
satisfied the requirements of this Section 405 if any Parent files and provides reports,
documents and information of the types otherwise so required, in each case within the applicable
time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under
the applicable rules and regulations of the SEC (after giving effect to any exemptive relief)
because of the filings by such Parent. The Company or RSC, as applicable, also will comply with
the other provisions of TIA § 314(a).




-60-









 








          Section 406. Statement as to Default. The Issuers shall deliver to the Trustee, within
120 days after the end of each fiscal year of the Issuers ending after January 1, 2010, an
Officer’s Certificate to the effect that to the best knowledge of the signer thereof neither of the
Issuers is or is not 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 either of the Issuers shall be in default, specifying all such defaults
and the nature and status thereof of which such signer may have knowledge. To the extent required
by the TIA, each Subsidiary Guarantor, if any, shall comply with TIA § 314(a)(4). The individual
signing any certificate given by any Person pursuant to this Section 406 shall be the
principal executive, financial or accounting officer of such Person, in compliance with TIA §
314(a)(4).




          Section 407. Limitation on Indebtedness.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any
Indebtedness; provided, however, that the Company or any Restricted Subsidiary may Incur
Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the
Incurrence thereof, the Consolidated Coverage Ratio would be greater than 2.00:1.00.




          (b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries
may Incur the following Indebtedness:





     (i) Indebtedness Incurred pursuant to any Credit Facility (including but not limited to
in respect of letters of credit or bankers’ acceptances issued or created thereunder) and
Indebtedness Incurred other than under any Credit Facility, and (without limiting the
foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum
principal amount at any time outstanding not exceeding in the aggregate the amount equal to
(A) $480 million, plus (B) the greater of (1) $1,500 million less the aggregate principal
amount of Indebtedness Incurred by Special Purpose Entities that are Domestic Entities and
then outstanding pursuant to clause (ix) of this paragraph (b) and (2) an amount equal to
the Borrowing Base less the aggregate principal amount of Indebtedness Incurred by Special
Purpose Subsidiaries that are Domestic Subsidiaries and then outstanding pursuant to clause
(ix) of this paragraph (b), plus (C) in the event of any refinancing of any such
Indebtedness Incurred under clauses (A) or (B), the aggregate amount of fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with such
refinancing;




     (ii) Indebtedness (A) of any Restricted Subsidiary to the Company or (B) of the Company
or any Restricted Subsidiary to any Restricted Subsidiary; provided that any subsequent
issuance or transfer of any Capital Stock of such Restricted Subsidiary to
which such Indebtedness is owed, or other event, that results in such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such
Indebtedness (except to the Company or a Restricted Subsidiary) will be deemed, in each
case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause
(ii);




     (iii) Indebtedness represented by the Notes, the Existing Notes, any other Indebtedness
(other than the Indebtedness described in clauses (i) and (ii) above and, solely



-61-









 






with respect to Indebtedness Incurred after November 27, 2006, clause (iv) below) outstanding on
the Issue Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness
described in this clause (iii) or paragraph (a) above;




     (iv) Purchase Money Obligations and Capitalized Lease Obligations, and any Refinancing
Indebtedness with respect thereto not to exceed the greater of (A) $225.0 million and (B)
12% of Consolidated Tangible Assets, in an aggregate amount outstanding at any one time;




     (v) Indebtedness consisting of accommodation guarantees for the benefit of trade
creditors of the Company or any of its Restricted Subsidiaries;




     (vi) (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness or any
other obligation or liability of the Company or any Restricted Subsidiary (other than any
Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in
violation of this Section 407), or (B) without limiting Section 413,
Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien
granted by or applicable to such Person securing Indebtedness of the Company or any
Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such
Restricted Subsidiary, as the case may be, in violation of this Section 407);




     (vii) Indebtedness of the Company or any Restricted Subsidiary (A) arising from the
honoring of a check, draft or similar instrument of such Person drawn against insufficient
funds, provided that such Indebtedness is extinguished within five Business Days of its
Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts
or other purchase price adjustments, or similar obligations, Incurred in connection with the
acquisition or disposition of any business, assets or Person after the Issue Date;




     (viii) Indebtedness of the Company or any Restricted Subsidiary in respect of (A)
letters of credit, bankers’ acceptances or other similar instruments or obligations issued,
or relating to liabilities or obligations incurred, in the ordinary course of business
(including those issued to governmental entities in connection with self-insurance under
applicable workers’ compensation statutes), or (B) completion guarantees, surety, judgment,
appeal or performance bonds, or other similar bonds, instruments or obligations, provided,
or relating to liabilities or obligations incurred, in the ordinary course of business, or
(C) Hedging Obligations, entered into for bona fide hedging purposes, or (D) the financing
of insurance premiums in the ordinary course of business, or (E) netting, overdraft
protection and other arrangements arising under standard business terms of any bank at which the Issuers or any Restricted Subsidiary maintains an
overdraft, cash pooling or other similar facility or arrangement;




     (ix) Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part
of the assets disposed of in, or otherwise Incurred in connection with, a Financing
Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing;
provided that (1) such Indebtedness is not recourse to the Company or any Restricted
Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special



-62-









 






Purpose Financing Undertakings), (2) in the event such Indebtedness shall become recourse to
the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other
than with respect to Special Purpose Financing Undertakings), such Indebtedness will be
deemed to be, and must be classified by the Company as, Incurred at such time (or at the
time initially Incurred) under one or more of the other provisions of this covenant for so
long as such Indebtedness shall be so recourse, and (3) in the event that at any time
thereafter such Indebtedness shall comply with the provisions of the preceding subclause
(1), the Company may classify such Indebtedness in whole or in part as Incurred under this
Section 407(b)(ix);




     (x) Indebtedness of any Person that is assumed by the Company or any Restricted
Subsidiary in connection with its acquisition of assets from such Person or any Affiliate
thereof or is issued and outstanding on or prior to the date on which such Person was
acquired by the Company or any Restricted Subsidiary or merged or consolidated with or into
any Restricted Subsidiary (other than Indebtedness Incurred to finance, or otherwise
Incurred in connection with, such acquisition); provided that on the date of such
acquisition, merger or consolidation, after giving effect thereto, the Company could Incur
at least $1.00 of additional Indebtedness pursuant to paragraph (a) above; and any
Refinancing Indebtedness with respect to any such Indebtedness;




     (xi) Indebtedness of any Foreign Subsidiary in an aggregate principal amount at any
time outstanding not exceeding an amount equal to the sum of (A) the greater of (x) $100
million and (y) an amount equal to (1) the Foreign Borrowing Base less (2) the aggregate
principal amount of Indebtedness Incurred by Special Purpose Entities that are Foreign
Entities and then outstanding pursuant to clause (ix) of this paragraph (b) and (B) in the
event of any refinancing of Indebtedness Incurred under this clause (xi), the aggregate
amount of any fees, underwriting discount, premium and other cost and expenses incurred in
connection with such refinancing and any Refinancing Indebtedness with respect to any such
Indebtedness;




     (xii) Contribution Indebtedness and any Refinancing Indebtedness in respect thereof;
and




     (xiii) Indebtedness of the Company or any Restricted Subsidiary in an aggregate
principal amount at any time outstanding not exceeding an amount equal to the greater of (x)
$200 million or (y) 10% of Consolidated Tangible Assets.



          (c) For purposes of determining compliance with, and the outstanding principal amount of any
particular Indebtedness Incurred pursuant to and in compliance with, this Section 407, (i) any other obligation of the obligor on such Indebtedness (or of any
other Person who could have Incurred such Indebtedness under this Section 407) 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’ acceptance or other similar instrument or obligation secures the
principal amount of such Indebtedness; (ii) in the event that Indebtedness meets the criteria of
more than one of the types of Indebtedness described in paragraph (b) above, the Company, in its
sole discretion, shall classify such item of Indebtedness and may include the amount and type of
such Indebtedness in





-63-











 




one or more of such clauses (including in part under one such clause and in part under another
such clause); and (iii) the amount of Indebtedness issued at a price that is less than the
principal amount thereof shall be equal to the amount of the liability in respect thereof
determined in accordance with GAAP.




          (d) For purposes of determining compliance with any Dollar-denominated restriction on the
Incurrence of Indebtedness denominated in a foreign currency, the Dollar-equivalent principal
amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of
term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that
(x) the Dollar-equivalent principal amount of any such Indebtedness outstanding on the Issue Date
shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, (y)
if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency
(or in a different currency from such Indebtedness so being Incurred), and such refinancing would
cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such Dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount
(whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses incurred in connection with such
refinancing and (z) the Dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency and Incurred pursuant to a Credit Facility shall be calculated based on the relevant
currency exchange rate in effect on, at the Company’s option, (i) the Issue Date, (ii) any date on
which any of the respective commitments under such Credit Facility shall be reallocated between or
among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any
purpose thereunder, or (iii) the date of such Incurrence. The principal amount of any Indebtedness
Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the
currencies in which such respective Indebtedness is denominated that is in effect on the date of
such refinancing.




          Section 408. [Reserved].




          Section 409. Limitation on Restricted Payments.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its
Capital Stock (including any such payment in connection with any merger or consolidation to which
the Company is a party) except (x) dividends or distributions payable solely in its Capital Stock
(other than Disqualified Stock) and (y) dividends or distributions payable to the Company or any
Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or
distribution, to other holders of its Capital Stock on no more than a pro rata basis, measured by
value), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the
Company held by Persons other than the Company or a Restricted Subsidiary (other than any
acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock
represents a portion of the exercise price thereof), (iii) voluntarily purchase, repurchase,
redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity,


-64-









 







scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other
than a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in
anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in
each case due within one year of the date of such acquisition or retirement) or (iv) make any
Investment (other than a Permitted Investment) in any Person (any such dividend, distribution,
purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being
herein referred to as a “Restricted Payment”), if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment and after giving effect thereto:





     (1) a Default shall have occurred and be continuing (or would result therefrom);




     (2) the Company could not Incur at least an additional $1.00 of Indebtedness pursuant
to Section 407(a); or




     (3) the aggregate amount of such Restricted Payment and all other Restricted Payments
(the amount so expended, if other than in cash, to be as determined in good faith by the
Board of Directors, whose determination shall be conclusive and evidenced by a resolution of
the Board of Directors) declared or made subsequent to November 27, 2006 and then
outstanding would exceed, without duplication, the sum of:




     (A) 50% of the Consolidated Net Income accrued during the period (treated as
one accounting period) beginning on November 27, 2006 to the end of the most recent
fiscal quarter ending prior to the date of such Restricted Payment for which
consolidated financial statements of the Company are available (or, in case such
Consolidated Net Income shall be a negative number, 100% of such negative number);




     (B) the aggregate Net Cash Proceeds and the fair value (as determined in good
faith by the Board of Directors) of property or assets received (x) by the Company
as capital contributions to the Company after November 27, 2006 or from the issuance
or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than
Disqualified Stock) after November 27, 2006 (other than Excluded Contributions and
Contribution Amounts) or (y) by the Company or any Restricted Subsidiary from the
issuance and sale by the Company or any Restricted Subsidiary after November 27,
2006 of Indebtedness that shall have been converted into or exchanged for Capital
Stock of the Company or any Parent (other than Disqualified Stock), plus the amount
of any cash and the fair value (as determined in good faith by the Board of
Directors) of any property or assets, received by the Company or any Restricted
Subsidiary upon such conversion or exchange;




     (C) the aggregate amount equal to the net reduction in Investments in
Unrestricted Subsidiaries resulting from (i) dividends, distributions, interest
payments, return of capital, repayments of Investments or other transfers of assets
to the Company or any Restricted Subsidiary from any Unrestricted Subsidiary,
including dividends or other distributions related to dividends or other
distributions



-65-









 







made pursuant to clause (x) of the following paragraph (b), or (ii) the
redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in
each case as provided in the definition of “Investment”), not to exceed in the case
of any such Unrestricted Subsidiary the aggregate amount of Investments (other than
Permitted Investments) made by the Company or any Restricted Subsidiary in such
Unrestricted Subsidiary after November 27, 2006; and




     (D) in the case of any disposition or repayment of any Investment constituting
a Restricted Payment (without duplication of any amount deducted in calculating the
amount of Investments at any time outstanding included in the amount of Restricted
Payments), an amount in the aggregate equal to the lesser of the return of capital,
repayment or other proceeds with respect to all such Investments received by the
Company or a Restricted Subsidiary and the initial amount of all such Investments
constituting Restricted Payments.



          (b) The provisions of Section 409(a) will not prohibit any of the following (each, a
“Permitted Payment”):





     (i) any purchase, redemption, repurchase, defeasance or other acquisition or retirement
of Capital Stock of the Company or Subordinated Obligations made by exchange (including any
such exchange pursuant to the exercise of a conversion right or privilege in connection with
which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds
of the substantially concurrent issuance or sale of, Capital Stock of the Company (other
than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary) or a
substantially concurrent capital contribution to the Company, in each case other than
Excluded Contributions and Contribution Amounts; provided that the Net Cash Proceeds from
such issuance, sale or capital contribution shall be excluded in subsequent calculations
under Section 409(a)(3)(B);




     (ii) any purchase, redemption, repurchase, defeasance or other acquisition or
retirement of Subordinated Obligations (w) made by exchange for, or out of the proceeds of
the substantially concurrent issuance or sale of, Indebtedness of the Company or Refinancing
Indebtedness Incurred in compliance with Section 407, (x) from Net Available Cash to
the extent permitted by Section 411(a)(iii)(C), (y) following the occurrence of a
Change of Control (or other similar event described therein as a “change of control”), but
only if the Company shall have complied with Section 415 and, if required, purchased
all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior
to purchasing or repaying such Subordinated Obligations or (z) constituting Acquired
Indebtedness;




     (iii) dividends paid within 60 days after the date of declaration thereof if at such
date of declaration such dividend would have complied with Section 409(a);




     (iv) Investments or other Restricted Payments in an aggregate amount outstanding at any
time not to exceed the amount of Excluded Contributions;



-66-









 






     (v) loans, advances, dividends or distributions by the Company to any Parent to permit
any Parent to repurchase or otherwise acquire its Capital Stock (including any options,
warrants or other rights in respect thereof), or payments by the Company to repurchase or
otherwise acquire Capital Stock of any Parent or the Company (including any options,
warrants or other rights in respect thereof), in each case from Management Investors, such
payments, loans, advances, dividends or distributions not to exceed an amount (net of
repayments of any such loans or advances) equal to (x) (1) $20.0 million, plus (2) $5.0
million multiplied by the number of calendar years that have commenced since November 27,
2006, plus (y) the Net Cash Proceeds received by the Company since November 27, 2006 from,
or as a capital contribution from, the issuance or sale to Management Investors of Capital
Stock (including any options, warrants or other rights in respect thereof), to the extent
such Net Cash Proceeds are not included in any calculations under Section
409(a)(3)(B)(x), plus (z) the cash proceeds of key man life insurance policies received
by the Company or any Restricted Subsidiary (or by any Parent and contributed to the
Company) since November 27, 2006 to the extent such cash proceeds are not included in any
calculation under Section 409(a)(3)(A);




     (vi) the payment by the Company of, or loans, advances, dividends or distributions by
the Company to any Parent to pay, dividends on the common stock or equity of the Company or
any Parent following a public offering of such common stock or equity in an amount not to
exceed in any fiscal year 6% of the aggregate gross proceeds received by the Company
(whether directly, or indirectly through a contribution to common equity capital) in or from
such public offering;




     (vii) Restricted Payments (including loans or advances) in an aggregate amount
outstanding at any time not to exceed an amount (net of repayments of any such loans or
advances) equal to $75.0 million;




     (viii) loans, advances, dividends or distributions to any Parent or other payments by
the Company or any Restricted Subsidiary (A) to satisfy or permit any Parent to satisfy
obligations under the Management Agreements, (B) pursuant to the Tax Sharing Agreement, or
(C) to pay or permit any Parent to pay any Parent Expenses or any Related Taxes;




     (ix) payments by the Company, or loans, advances, dividends or distributions by the
Company to any Parent to make payments, to holders of Capital Stock of the Company or any
Parent in lieu of issuance of fractional shares of such Capital Stock, not to exceed $3.0
million in the aggregate;




     (x) dividends or other distributions of Capital Stock, Indebtedness or other securities
of Unrestricted Subsidiaries;




     (xi) any Restricted Payment pursuant to or in connection with the Original
Transactions; and



-67-









 






     (xii) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in
accordance with the terms of the covenant described under Section 407 above;


provided that (A) in the case of clauses (iii), (vi), (vii) and (ix), the net amount of any such
Permitted Payment shall be included in subsequent calculations of the amount of Restricted
Payments, (B) in the case of clause (v), at the time of any calculation of the amount of Restricted
Payments, the net amount of Permitted Payments that have then actually been made under clause (v)
that is in excess of 50% of the total amount of Permitted Payments then permitted under clause (v)
shall be included in such calculation of the amount of Restricted Payments, (C) in all cases other
than pursuant to clauses (A) and (B) immediately above, the net amount of any such Permitted
Payment shall be excluded in subsequent calculations of the amount of Restricted Payments and (D)
solely with respect to clause (vii), no Default or Event of Default shall have occurred or be
continuing at the time of any such Permitted Payment after giving effect thereto.




          Section 410. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise
cause to exist or become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or
pay any Indebtedness or other obligations owed to the Company, (ii) make any loans or advances to
the Company or (iii) transfer any of its property or assets to the Company (provided that dividend
or liquidation priority between classes of Capital Stock, or subordination of any obligation
(including the application of any remedy bars thereto) to any other obligation, will not be deemed
to constitute such an encumbrance or restriction), except any encumbrance or restriction:





     (1) pursuant to an agreement or instrument in effect at or entered into on the Issue
Date, any Credit Facility, this Indenture, the Notes, the Existing Notes or any Existing
Notes Indenture;




     (2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or
Capital Stock of a Person, which Person is acquired by or merged or consolidated with or
into 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 effect at the time of such acquisition, merger or consolidation (except
to the extent that such Indebtedness was incurred to finance, or otherwise in connection
with, such acquisition, merger or consolidation); provided that for purposes of this clause
(2), if a Person other than the Company is the Successor Company with respect thereto, any
Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be
deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary,
as the case may be, when such Person becomes such Successor Company;




     (3) pursuant to an agreement or instrument (a “Refinancing Agreement”)
effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause
(1) or (2) of this Section 410 or this clause (3) (an “Initial Agreement”)
or contained in any



-68-









 







amendment, supplement or other modification to an Initial Agreement (an
“Amendment”); provided, however, that the encumbrances and restrictions contained in
any such Refinancing Agreement or Amendment taken as a whole are not materially less
favorable to the Holders of the Notes than encumbrances and restrictions contained in the
Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment
relates (as determined in good faith by the Company);




     (4) (A) that restricts in a customary manner the subletting, assignment or transfer of
any property or asset that is subject to a lease, license or similar contract, or the
assignment or transfer of any lease, license or other contract, (B) by virtue of any
transfer of, agreement to transfer, option or right with respect to, or Lien on, any
property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by
this Indenture, (C) contained in mortgages, pledges or other security agreements securing
Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of the
property or assets subject thereto, (D) pursuant to customary provisions restricting
dispositions of real property interests set forth in any reciprocal easement agreements of
the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations that
impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or
other deposits or net worth imposed by customers or suppliers under agreements entered into
in the ordinary course of business, (G) pursuant to customary provisions contained in
agreements and instruments entered into in the ordinary course of business (including but
not limited to leases and joint venture and other similar agreements entered into in the
ordinary course of business), (H) 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 (I) pursuant to Hedging Obligations;




     (5) with respect to a Restricted Subsidiary (or any of its property or assets) imposed
pursuant to an agreement entered into for the direct or indirect sale or disposition of all
or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the
property or assets that are subject to such restriction) pending the closing of such sale or
disposition;




     (6) by reason of any applicable law, rule, regulation or order, or required by any
regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or
any of their businesses; or




     (7) pursuant to an agreement or instrument (A) relating to any Indebtedness permitted
to be Incurred subsequent to November 27, 2006 pursuant to the provisions of Section
407 (i) if the encumbrances and restrictions contained in any such agreement or
instrument taken as a whole are not materially less favorable to the Holders of the Notes
than the encumbrances and restrictions contained in the Initial Agreements (as determined in
good faith by the Company), or (ii) if such encumbrance or restriction is not materially
more disadvantageous to the Holders of the Notes than is customary in comparable financings
(as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially
affect the Company’s ability to make principal or interest payments on the Notes or



-69-









 







(y) such
encumbrance or restriction applies only if a default occurs in respect of a payment or
financial covenant relating to such Indebtedness, (B) relating to any sale of receivables by
a Foreign Subsidiary or (C) relating to Indebtedness of or a Financing Disposition by or to
or in favor of any Special Purpose Entity.



          Section 411. Limitation on Sales of Assets and Subsidiary Stock.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset
Disposition unless





     (i) the Company or such Restricted Subsidiary 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 Disposition at least equal to the fair
market value of the shares and assets subject to such Asset Disposition, as such fair market
value may be determined (and shall be determined, to the extent such Asset Disposition or
any series of related Asset Dispositions involves aggregate consideration in excess of $25.0
million) in good faith by the Board of Directors, whose determination shall be conclusive
(including as to the value of all noncash consideration),




     (ii) in the case of any Asset Disposition (or series of related Asset Dispositions)
having a fair market value of $25.0 million or more, at least 75% of the consideration
therefor (excluding, in the case of an Asset Disposition (or series of related Asset
Dispositions), any consideration by way of relief from, or by any other Person assuming
responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness)
received by the Company or such Restricted Subsidiary is in the form of cash, and




     (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or any Restricted Subsidiary, as the case may be) as follows:




     (A) first, either (x) to the extent the Issuers elect (or are required by the
terms of any Bank Indebtedness, any Senior Indebtedness of the Issuers or any
Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary that is not a
Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness or (in the
case of letters of credit, bankers’ acceptances or other similar instruments) cash
collateralize any such Indebtedness (in each case other than Indebtedness owed to
the Company or a Restricted Subsidiary) within 365 days after the later of the date
of such Asset Disposition and the date of receipt of such Net Available Cash, or (y)
to the extent the Company or such Restricted Subsidiary elects, to invest in
Additional Assets (including by means of an investment in Additional Assets by a
Restricted Subsidiary with an amount equal to Net Available Cash received by the
Company or another Restricted Subsidiary) within 365 days from the later of the date
of such Asset Disposition and the date of receipt of such Net Available Cash, or, if
such investment in Additional Assets is a project authorized by the Board of Directors that will take longer than such 365 days to complete,
the period of time necessary to complete such project;



-70-









 






     (B) second, to the extent of the balance of such Net Available Cash after
application in accordance with clause (A) above (such balance, the “Excess
Proceeds”), to make an offer to purchase Notes and (to the extent the Issuers or
such Restricted Subsidiary elects, or is required by the terms thereof) to purchase,
redeem or repay any other Senior Indebtedness of the Issuers or a Restricted
Subsidiary, pursuant and subject to Section 411(b) and Section
411(c) and the agreements governing such other Indebtedness; and




     (C) third, to the extent of the balance of such Net Available Cash after
application in accordance with clauses (A) and (B) above, to fund (to the extent
consistent with any other applicable provision of this Indenture) any general
corporate purpose (including but not limited to the repurchase, repayment or other
acquisition or retirement of any Subordinated Obligations;


provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (A)(x) or (B) above, the Company or such Restricted Subsidiary will retire such
Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an
amount equal to the principal amount so prepaid, repaid or purchased.




          Notwithstanding the foregoing provisions of this Section 411, the Issuers and the
Restricted Subsidiaries shall not be required to apply any Net Available Cash or equivalent amount
in accordance with this Section 411 except to the extent that the aggregate Net Available
Cash from all Asset Dispositions or equivalent amount that is not applied in accordance with this
Section 411 exceeds $35.0 million. If the aggregate principal amount of Notes or other
Indebtedness of the Issuers or a Restricted Subsidiary validly tendered and not withdrawn (or
otherwise subject to purchase, redemption or repayment) in connection with an offer pursuant to
clause (B) above exceeds the Excess Proceeds, the Excess Proceeds will be apportioned between the
Notes and such other Indebtedness of the Issuers or a Restricted Subsidiary, with the portion of
the Excess Proceeds payable in respect of the Notes to equal the lesser of (x) the Excess Proceeds
amount multiplied by a fraction, the numerator of which is the outstanding principal amount of the
Notes and the denominator of which is the sum of the outstanding principal amount of the Notes and
the outstanding principal amount of the relevant other Indebtedness of the Issuers or a Restricted
Subsidiary, and (y) the aggregate principal amount of Notes validly tendered and not withdrawn.




          For the purposes of clause (ii) of paragraph (a) above, the following are deemed to be cash:
(1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the
Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release
of the Company or such Restricted Subsidiary from all liability on payment of the principal amount
of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted
Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the
extent that the Company and each other Restricted Subsidiary are released from any Guarantee of
payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4)
securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted
Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Company
or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Non-cash Con-


-71-









 







sideration
received by the Company or any of its Restricted Subsidiaries in an Asset Disposition having an
aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration
received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal
to the greater of $50 million or 2.0% of Consolidated Tangible Assets (with the Fair Market Value
of each item of Designated Non-cash Consideration being measured at the time received and without
giving effect to subsequent changes in value).




          (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to
Section 411(a)(iii)(B), the Issuers will be required to purchase Notes tendered pursuant to
an offer by the Company for the Notes (the “Offer”) at a purchase price of 100% of their
principal amount plus accrued and unpaid interest to the date of such purchase in accordance with
the procedures (including prorating in the event of oversubscription) set forth in Section
411(c). If the aggregate purchase price of the Notes tendered pursuant to the Offer is less
than the Net Available Cash allotted to the purchase of Notes, the remaining Net Available Cash
will be available to the Issuers for use in accordance with Section 411(a)(iii)(B) (to
repay other Indebtedness of the Company or a Restricted Subsidiary) or Section
411(a)(iii)(C). The Issuers shall not be required to make an Offer for Notes pursuant to this
Section 411 if the Net Available Cash available therefor (after application of the proceeds
as provided Section 411(a)(iii)(A)) is less than $35.0 million for any particular Asset
Disposition (which lesser amounts shall be carried forward for purposes of determining whether an
Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition).
No Note will be repurchased in part if less than $2,000 in original principal amount of such Note
would be left outstanding.




          (c) The Issuers shall, not later than 45 days after the Company becomes obligated to make an
Offer pursuant to this Section 411, mail a notice to each Holder with a copy to the Trustee
stating: (1) that an Asset Disposition that requires the purchase of a portion of the Notes has
occurred and that such Holder has the right (subject to the prorating described below) to require
the Issuers to purchase a portion of such Holder’s Notes at a purchase price in cash equal to 100%
of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase
(subject to Section 307); (2) the circumstances and relevant facts and financial
information regarding such Asset Disposition; (3) the repurchase date (which shall be no earlier
than 30 days nor later than 60 days from the date such notice is mailed); (4) the instructions
determined by the Issuers, consistent with this Section 411, that a Holder must follow in
order to have its Notes purchased; and (5) the amount of the Offer. If, upon the expiration of the
period for which the Offer remains open, the aggregate principal amount of Notes surrendered by
Holder exceeds the amount of the Offer, the Issuers shall select the Notes to be purchased on a pro
rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in
denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased).




          (d) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to this Section 411. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this Section 411, the Issuers will
comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 411 by virtue thereof.




-72-









 








          Section 412. Limitation on Transactions with Affiliates.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into or conduct any transaction or series of related transactions (including the
purchase, sale, lease or exchange of any property or the rendering of any service) with any
Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such
Affiliate Transaction are not materially less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with
a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate
consideration in excess of $20.0 million, the terms of such Affiliate Transaction have been
approved by a majority of the Disinterested Directors and if such Affiliate Transaction involves
aggregate consideration in excess of $40.0 million, the Company shall have obtained a fairness
opinion from a nationally recognized appraisal or investment banking firm with respect to such
Affiliate Transaction. For purposes of this Section 412(a), any Affiliate Transaction
shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x)
such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the
event there are no Disinterested Directors, a fairness opinion is provided by a nationally
recognized appraisal or investment banking firm with respect to such Affiliate Transaction.




          (b) The provisions of Section 412(a) will not apply to:





     (i) any Restricted Payment Transaction,




     (ii) (1) the entering into, maintaining or performance of any employment contract,
collective bargaining agreement, benefit plan, program or arrangement, related trust
agreement or any other similar arrangement for or with any employee, officer or director
heretofore or hereafter entered into in the ordinary course of business, including vacation,
health, insurance, deferred compensation, severance, retirement, savings or other similar
plans, programs or arrangements, (2) the payment of compensation, performance of
indemnification or contribution obligations, or any issuance, grant or award of stock,
options, other equity-related interests or other securities, to employees, officers or
directors in the ordinary course of business, (3) the payment of reasonable fees to
directors of the Company or any of its Subsidiaries (as determined in good faith by the
Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary
course of business not involving more than $100,000 in any one case, or (5) Management
Advances and payments in respect thereof (or in reimbursement of any expenses referred to in
the definition of such term),




     (iii) any transaction with the Company, any Restricted Subsidiary, or any Special
Purpose Entity,




     (iv) any transaction arising out of agreements or instruments in existence on the Issue
Date (other than any Tax Sharing Agreement or Management Agreement referred to in
Section 412(b)(vii), and any payments made pursuant thereto,




     (v) any transaction in the ordinary course of business on terms not materially less
favorable to the Company or the relevant Restricted Subsidiary than those that could



-73-









 







be obtained at the time in a transaction with a Person who is not an Affiliate of the Company,




     (vi) any transaction in the ordinary course of business, or approved by a majority of
the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate
of the Company controlled by the Company that is a joint venture or similar entity,




     (vii) the execution, delivery and performance of any Tax Sharing Agreement and any
Management Agreements, including payment to Ripplewood or Oak Hill, or any of their
respective Affiliates of fees of up to $6.0 million in the aggregate in any fiscal year, and
fees in connection with any acquisition, disposition, merger, recapitalization or similar
transaction as provided in any such Management Agreement, plus all out-of-pocket expenses
incurred by Ripplewood or Oak Hill or any such Affiliate in connection with its performance
of management consulting, monitoring, financial advisory or other services with respect to
the Company and its Restricted Subsidiaries,




     (viii) the Original Transactions, all transactions in connection therewith (including
but not limited to the financing thereof), and all fees and expenses paid or payable in
connection with the Original Transactions, and




     (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the
Company or capital contribution to the Company.



          Section 413. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property
or assets (including Capital Stock of any other Person), whether owned on the date of this
Indenture or thereafter acquired securing any Indebtedness (the “Initial Lien”), unless
contemporaneously therewith effective provision is made to secure the Indebtedness due under this
Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets,
any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior
basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such
obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien
thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and
unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to
which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon
the termination and discharge of such Subsidiary Guarantee in accordance with the terms of
Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a
transfer of all or substantially all of the assets of the Company that is governed by Section
501) to any Person not an Affiliate of the Company of the property or assets secured by such
Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in,
or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.




          Section 414. Future Subsidiary Guarantors. As set forth more particularly in Article XIII, from and after the Issue Date, the
Company will cause each Domestic Subsidiary that guarantees payment by the Company of any
Indebtedness of the Issuers under the Senior


-74-









 







Credit Facilities to execute and deliver to the
Trustee a supplemental indenture or other instrument pursuant to which such Domestic Subsidiary
will guarantee payment of the Notes, whereupon such Domestic Subsidiary will become a Subsidiary
Guarantor for all purposes under this Indenture. In addition, the Company may cause any Subsidiary
that is not a Subsidiary Guarantor so to guarantee payment of the Notes and become a Subsidiary
Guarantor.




          Section 415. Purchase of Notes upon a Change in Control.




          (a) Upon the occurrence after the Issue Date of a Change of Control, each Holder of Notes will
have the right to require the Issuers to repurchase all or any part of such Notes at a purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of repurchase (subject to Section 307); provided, however, that the
Issuers shall not be obligated to repurchase Notes pursuant to this Section 415 in the
event that they have exercised their right to redeem all of the Notes as provided in Article
X.




          (b) [RESERVED].




          (c) Unless the Issuers have exercised their right to redeem all the Notes as described under
Article X, the Issuers shall, not later than 30 days following the date the Company obtains
actual knowledge of any Change of Control having occurred, mail a notice (a “Change of Control
Offer”) to each Holder with a copy to the Trustee stating: (1) that a Change of Control has
occurred or may occur and that such Holder has, or upon such occurrence will have, the right to
require the Issuers to purchase such Holder’s Notes at a purchase price in cash equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase
(subject to Section 307); (2) the circumstances and relevant facts and financial
information regarding such Change of Control; (3) the repurchase date (which shall be no earlier
than 30 days nor later than 60 days from the date such notice is mailed); (4) the instructions
determined by the Company, consistent with this Section 415, that a Holder must follow in
order to have its Notes purchased; and (5) if such notice is mailed prior to the occurrence of a
Change of Control, that such offer is conditioned on the occurrence of such Change of Control. No
Note will be repurchased in part if less than $2,000 in original principal amount of such Note
would be left outstanding.




          (d) The Issuers will 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 set forth in the Indenture applicable to a Change of
Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.




          (e) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to this Section 415. To the extent that the provisions of
any securities laws or regulations conflict with provisions of this Section 415, the
Issuers will comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Section 415 by virtue thereof.




-75-









 








ARTICLE V




SUCCESSORS




          Section 501. When the Issuers May Merge, etc.




          (a) Neither Issuer will consolidate with or merge with or into, or convey, transfer or lease
all or substantially all its assets to, any Person, unless:





     (i) the resulting, surviving or transferee Person (the “Successor Company”)
will be a Person organized and existing under the laws of the United States of America, any
State thereof or the District of Columbia and the Successor Company (if not such Issuer)
will expressly assume all the obligations of such Issuer under the Notes and this Indenture
by executing and delivering to the Trustee a supplemental indenture or one or more other
documents or instruments in form reasonably satisfactory to such Trustee;




     (ii) immediately after giving effect to such transaction (and treating any Indebtedness
that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result
of such transaction as having been Incurred by the Successor Company or such Restricted
Subsidiary at the time of such transaction), no Default will have occurred and be
continuing;




     (iii) immediately after giving effect to such transaction, either (A) the Successor
Company could Incur at least $1.00 of additional Indebtedness pursuant to Section
407(a), or (B) the Consolidated Coverage Ratio of the Issuers (or, if applicable, the
Successor Company with respect thereto) would equal or exceed the Consolidated Coverage
Ratio of the Issuers immediately prior to giving effect to such transaction;




     (iv) each applicable Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that
will be released from its obligations under its Subsidiary Guarantee in connection with such
transaction and (y) any party to any such consolidation or merger) shall have delivered a
supplemental indenture or other document or instrument in form reasonably satisfactory to
the Trustee, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that
will be discharged or terminated in connection with such transaction); and




     (v) the applicable Issuer will have delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer
complies with the provisions described in this paragraph; provided that (x) in giving such
opinion such counsel may rely on an Officer’s Certificate as to compliance with the
foregoing clauses (ii) and (iii) and as to any matters of fact, and (y) no Opinion of
Counsel will be required for a consolidation, merger or transfer described in Section
501(b).



          Any Indebtedness that becomes an obligation of an Issuer or any Restricted Subsidiary (or that
is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a
result of any such transaction undertaken in compliance with this Section 501,


-76-









 







and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance
with Section 407.




          (b) Clauses (ii) and (iii) of Section 501(a) will not apply to any transaction in
which (1) any Restricted Subsidiary consolidates with, merges into or transfers all or part of its
assets to an Issuer or (2) an Issuer consolidates or merges with or into or transfers all or
substantially all its properties and assets to (x) an Affiliate incorporated or organized for the
purpose of reincorporating or reorganizing such Issuer in another jurisdiction or changing its
legal structure to a corporation or other entity or (y) a Restricted Subsidiary of an Issuer so
long as all assets of such Issuer and the Restricted Subsidiaries immediately prior to such
transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted
Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. Section
501(a) will not apply to the Original Transactions.




          Section 502. Successor Company Substituted. Upon any transaction involving the Issuers in accordance with Section 501 in which the
Issuers are not the Successor Company, the Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the applicable Issuer under this Indenture, and
thereafter the predecessor Issuer shall be relieved of all obligations and covenants under this
Indenture, except that the predecessor Issuer in the case of a lease of all or substantially all
its assets shall not be released from the obligation to pay the principal of and interest on the
Notes.




ARTICLE VI




REMEDIES




          Section 601. Events of Default. An “Event of Default” means the occurrence of the following:





     (i) a default in any payment of interest on any Note when due, continued for a period
of 30 days;




     (ii) a default in the payment of principal of any Note when due, whether at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration of
acceleration or otherwise;




     (iii) the failure by either Issuer to comply with its obligations under Section
501(a);




     (iv) the failure by the Issuers to comply for 30 days after the notice specified in the
penultimate paragraph of this Section 601 with any of their obligations under
Section 415 (other than a failure to purchase the Notes);




     (v) the failure by either Issuer to comply for 60 days after the notice specified in
the penultimate paragraph of this Section 601 with its other agreements contained in
the Notes or this Indenture;



-77-









 






     (vi) the failure by any applicable Subsidiary Guarantor to comply for 45 days after the
notice specified in the penultimate paragraph of this Section 601 with its
obligations under its applicable Subsidiary Guarantee;




     (vii) the failure by either Issuer or any Restricted Subsidiary to pay any Indebtedness
within any applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default, if the total amount of such
Indebtedness so unpaid or accelerated exceeds $50.0 million or its foreign currency
equivalent; provided that no Default or Event of Default will be deemed to occur with
respect to any such accelerated Indebtedness that is paid or otherwise acquired or retired
within 20 Business Days after such acceleration;




     (viii) the taking of any of the following actions by either Issuer or a Significant
Subsidiary, or by each of such other Restricted Subsidiaries that are not Significant
Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as
a single Person, pursuant to or within the meaning of any Bankruptcy Code:




     (A) the commencement of a voluntary case;




     (B) the consent to the entry of an order for relief against it in an
involuntary case;




     (C) the consent to the appointment of a Custodian of it or for any substantial
part of its property; or




     (D) the making of a general assignment for the benefit of its creditors;




     (ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Code that:




     (A) is for relief against either Issuer or any Significant Subsidiary, or
against each of such other Restricted Subsidiaries that are not Significant
Subsidiaries but would in the aggregate constitute a Significant Subsidiary if
considered as a single Person, in an involuntary case;




     (B) appoints (x) a Custodian of either Issuer or any Significant Subsidiary or
for any substantial part of its property, or (y) a Custodian of each of such other
Restricted Subsidiaries that are not Significant Subsidiaries but would in the
aggregate constitute a Significant Subsidiary if considered as a single Person, or
for any substantial part of their property in the aggregate; or




     (C) orders the winding up or liquidation of either Issuer or any Significant
Subsidiary, or of each of such other Restricted Subsidiaries that are not Significant Subsidiaries but would in the aggregate constitute a Significant
Subsidiary if considered as a single Person;



     and the order or decree remains unstayed and in effect for 60 days;



-78-









 






     (x) the rendering of any judgment or decree for the payment of money in an amount (net
of any insurance or indemnity payments actually received in respect thereof prior to or
within 90 days from the entry thereof, or to be received in respect thereof in the event any
appeal thereof shall be unsuccessful) in excess of $50.0 million or its foreign currency
equivalent against either Issuer or a Significant Subsidiary, or jointly and severally
against other Restricted Subsidiaries that are not Significant Subsidiaries but would in the
aggregate constitute a Significant Subsidiary if considered as a single Person, that is not
discharged, or bonded or insured by a third Person, if such judgment or decree remains
outstanding for a period of 90 days following such judgment or decree and is not discharged,
waived or stayed; or




     (xi) the failure of any applicable Subsidiary Guarantee, if any, by a Subsidiary
Guarantor, if any, that is a Significant Subsidiary to be in full force and effect (except
as contemplated by the terms thereof or of this Indenture) or the denial or disaffirmation
in writing by any applicable Subsidiary Guarantor that is a Significant Subsidiary of its
obligations under this Indenture or any applicable Subsidiary Guarantee (other than by
reason of the termination of this Indenture or such Subsidiary Guarantee or the release of
such Subsidiary Guarantee in accordance with such Subsidiary Guarantee and this Indenture),
if such Default continues for 10 days.



          The foregoing will constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is 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.




          However, a Default under clause (iv), (v) or (vi) will not constitute an Event of Default
until the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes
notify the Issuers of the Default and the applicable Issuer does not cure such Default within the
time specified in such clause after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a “Notice of Default.” When a
Default or an Event of Default is cured, it ceases.




          The Issuers shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officer’s Certificate of any Event of Default under clause (vii) or (x)
and any event that with the giving of notice or the lapse of time would become an Event of Default
under clause (iv), (v) or (vi), its status and what action the Issuers are taking or propose to
take with respect thereto.




          The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Code.




          Section 602. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 601(viii)
or Section 601(ix)) occurs and is continuing, the Trustee by notice to the Issuers, or the
Holders of at least twenty-five percent (25%) in principal amount of the Outstanding Notes by
notice to the Issuers and the Trustee, in either case specifying in such notice the respective
Event of Default and that such notice is a “notice of acceleration,” may declare the principal of
and accrued but unpaid interest on


-79-









 







all the Notes to be due and payable. Upon the effectiveness of
such a declaration, such principal and interest will be due and payable immediately.




          Notwithstanding the foregoing, if an Event of Default specified in Section 601(viii)
or Section 601(ix) occurs and is continuing, the principal of and accrued but unpaid
interest on all the Outstanding Notes will ipso facto become immediately due and payable without
any declaration or other act on the part of the Trustee or any applicable Holders. The Holders of
a majority in principal amount of the Outstanding Notes by notice to the Issuers and the Trustee
may rescind an acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or waived except
non-payment of principal or interest that has become due solely because of such acceleration. No
such rescission shall affect any subsequent Default or impair any right consequent thereto.




          Section 603. Other Remedies; Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may, but is not obligated under
this Section 603 to, pursue any available remedy to collect the payment of principal of or
interest on the Notes or to enforce the performance of any provision of the Notes or this
Indenture. If an Event of Default specified in Section 601(i) or 601(ii) occurs
and is continuing, the Trustee may recover judgment in its own name and as trustee of an express
trust against the Issuers for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section 707.




          Section 604. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in any judicial
proceedings relative to the Issuers or any other obligor upon the Notes, its creditors or its
property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to
the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other
amounts due the Trustee under Section 707.




          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 Notes 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.




          Section 605. Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and
enforced by the Trustee without the possession of any of the Notes 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, disbursements and advances of the
Trustee,


-80-









 







its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect
of which such judgment has been recovered.




          Section 606. Application of Money Collected. Any money collected by the Trustee pursuant to this Article VI 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 Notes 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
707;




     Second: To the payment of the amounts then due and unpaid upon the Notes for
principal (and premium, if any) and interest, 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 Notes for principal (and premium, if any)
and interest, respectively; and




     Third: to the Issuers.



          Section 607. Limitation on Suits. Subject to Section 608 hereof, no Holder may pursue any remedy with respect to this
Indenture or the Notes unless:





     (i) such Holder has previously given the Trustee written notice that an Event of
Default is continuing;




     (ii) Holders of at least 25% in principal amount of the Outstanding Notes have
requested the Trustee in writing to pursue the remedy;




     (iii) such Holder or Holders have offered to the Trustee indemnity or security
reasonably satisfactory to it against any loss, liability or expense;




     (iv) the Trustee has not complied with the request within 60 days after receipt of the
request and the offer of security or indemnity reasonably satisfactory to it; and




     (v) the Holders of a majority in principal amount of the Outstanding Notes have not
given the Trustee a direction inconsistent with the request within such 60-day period.



          A Holder may not use this Indenture to affect, disturb or prejudice the rights of another
Holder, to obtain a preference or priority over another Holder or to enforce any right under this
Indenture except in the manner herein provided and for the equal and ratable benefit of all Holders
(it being understood that the Trustee does not have an affirmative duty to ascertain whether or not
such actions or forbearances are unduly prejudicial to such Holders).




          Section 608. Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the
absolute and unconditional right to receive payment of the principal of and all (subject to
Section 307) interest on such Note on the respective Stated Maturity or Interest Payment
Dates ex-


-81-









 







pressed in such Note and to institute suit for the enforcement of any such payment on or
after such respective Stated Maturity or Interest Payment Dates, and such right shall not be
impaired without the consent of such Holder.




          Section 609. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture or any Note 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 the Issuers, any other obligor upon the Notes, the Trustee and the Holders shall, subject to
any determination in such proceeding, 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.




          Section 610. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.




          Section 611. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note 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 VI 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 612. Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee, provided that





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




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



          However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 701, that the Trustee determines is unduly prejudicial to
the rights of any other Holder or that would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action. This Section 612 shall be in lieu
of § 316(a)(1)(A) of


-82-









 







the TIA, and such § 316(a)(1)(A) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA.




          Section 613. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes
may on behalf of the Holders of all the Notes waive any past Default hereunder and its consequences
(provided that if any such waiver will only affect the Notes then Outstanding under this Indenture,
then only the Holders of not less than a majority in aggregate principal amount of the Notes then
Outstanding may on behalf of the Holders of all the Notes, waive such past Default and its
consequences), except a Default





     (1) in the payment of the principal of or interest on any Note (which may only be
waived with the consent of each Holder of Notes affected), or




     (2) in respect of a covenant or provision hereof that pursuant to the second paragraph
of Section 902 cannot be modified or amended without the consent of the Holder of
each Outstanding Note 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 Event of Default or impair any right
consequent thereon. In case of any such waiver, the Issuers, any other obligor upon the Notes, the
Trustee and the Holders shall be restored to their former positions and rights hereunder and under
the Notes, respectively. This paragraph of this Section 613 shall be in lieu of §
316(a)(1)(B) of the TIA and such § 316(a)(1)(B) of the TIA is hereby expressly excluded from this
Indenture and the Notes, as permitted by the TIA.




          Section 614. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture or the Notes, or in
any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant. This Section 614 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding Notes, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Note on or after the respective Stated Maturity or Interest Payment Dates
expressed in such Note.




          Section 615. Waiver of Stay, Extension or Usury Laws. The Issuers (to the extent that they may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension
law or any usury or other similar law wherever enacted, now or at any time hereafter in force, that
would prohibit or forgive the Issuers from paying all or any portion of the principal of (or
premium, if any) or interest on the Notes contemplated herein or in the Notes or that may affect
the covenants or the performance of this Indenture; and the Issuers (to the extent that they may
lawfully do so) hereby





-83-











 




expressly waive all benefit or advantage of any such law, and shall 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 VII




THE TRUSTEE




          Section 701. Certain Duties and Responsibilities.





     (a) Except during the continuance of an Event of Default,




     (1) 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




     (2) 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 that by any provision hereof
are specifically required to be furnished to the Trustee, the Trustee shall be under a duty
to examine the same to determine whether or not they conform to the requirements of this
Indenture, but need not verify the contents thereof.



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




          (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that (i) this paragraph does not limit the effect of Section 701(a); (ii) the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless
it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 612.




          (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.




          (e) 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 701 and Section 703.




-84-









 








          Section 702. Notice of Defaults. If a Default occurs and is continuing and is known to
the Trustee, the Trustee must mail within 90 days after it occurs, to all Holders as their names
and addresses appear in the Note Register, notice of such Default hereunder known to the Trustee
unless such Default shall have been cured or waived; provided, however, that, except in the case of
a Default in the payment of the principal of, premium, if any, or interest on any Note, 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 Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the Holders.




          Section 703. Certain Rights of Trustee. Subject to the provisions of Section
701:




     (1) the Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, 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;




     (2) any request or direction of the Issuers mentioned herein shall be sufficiently
evidenced by an Issuers Request or Issuers Order thereof, and any resolution of any Person’s
board of directors shall be sufficiently evidenced if certified by an Officer of such Person
as having been duly adopted and being in full force and effect on the date of such
certificate;




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




     (4) the Trustee may consult with counsel of its selection and the opinion or written
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;




     (5) 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 it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;




     (6) 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, note, other evidence of indebtedness or other
paper or document;




     (7) 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 and the Trustee


-85-









 







shall not be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;




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




     (9) 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 Notes and this
Indenture;




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




          (11) the Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.




          Section 704. Not Responsible for Recitals or Issuance of Notes. The recitals
contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be
taken as the statements of the Issuers, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Issuers and any other obligor upon the Notes in connection with the registration of
any Notes and any Subsidiary Guarantees issued hereunder are and will be true and accurate subject
to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Issuers of the Notes or the proceeds thereof.




          Section 705. May Hold Notes. The Trustee, any Authenticating Agent, any Paying Agent,
any Note Registrar or any other agent of the Issuers, in its individual or any other capacity, may
become the owner or pledgee of Notes and, subject to Section 708 and Section 713,
may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other agent.




          Section 706. 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 Issuers.




-86-









 








          Section 707. Compensation and Reimbursement. The Issuers agree





     (1) to pay to the Trustee from time to time such compensation as shall be agreed in
writing between the Issuers and the Trustee from time to time for all services rendered by
the Trustee 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 reimburse the Trustee upon its
request for all reasonable out-of-pocket expenses incurred 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 be attributable to its negligence or bad faith; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any and all damage,
claim, loss, liability or expense incurred without negligence, bad faith or willful
misconduct on the Trustee’s part, arising out of or in connection with the administration of
the trust or trusts hereunder, including the costs and expenses of defending itself against
any claim (whether asserted by the Issuers, a Subsidiary Guarantor, a Holder or any other
person) or liability in connection with the exercise or performance of any of its powers or
duties hereunder.


The Issuers need not pay for any settlement made without their consent, which consent will not be
unreasonably withheld. The provisions of this Section 707 shall survive the termination of
this Indenture.




          The Trustee shall have a lien prior to the Notes as to all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 707, except
with respect to funds held in trust for the benefit of the Holders of particular Notes.




          When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 601 (viii) or section 601 (ix), 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.




          Section 708. Conflicting Interests. If the Trustee has or shall acquire a conflicting
interest within the meaning of the TIA, the Trustee shall eliminate such interest, apply to the SEC
for permission to continue as Trustee with such conflict or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this Indenture. To the extent permitted
by the TIA, the Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Original Notes and Additional Notes, or a trustee
under any other indenture between the Issuers and the Trustee.




          Section 709. Corporate Trustee Required; Eligibility. There shall at all times be one
(and only one) Trustee hereunder. The Trustee shall be a Person that is eligible pursuant to the
TIA to act as such and has a combined capital and surplus of at least $50,000,000. If any such
Person publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section and to the



-87-









 






extent permitted by the TIA, 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 709, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article.




          Section 710. Resignation and Removal; Appointment of Successor. 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 711.




          The Trustee may resign at any time by giving written notice thereof to the Issuers. If the
instrument of acceptance by a successor Trustee required by Section 711 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Issuers, any court of competent jurisdiction
for the appointment of a successor Trustee.




          The Trustee may be removed at any time by Act of the Holders of a majority in principal amount
of the Outstanding Notes, delivered to the Trustee and to the Issuers. If the instrument of
acceptance by a successor Trustee required by Section 711 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed
may petition, at the expense of the Issuers, any court of competent jurisdiction for the
appointment of a successor Trustee.




          If at any time:





     (1) the Trustee shall fail to comply with Section 708 after written request
therefor by the Issuers or by any Holder who has been a bona fide Holder of a Note for at
least six months, or




     (2) the Trustee shall cease to be eligible under Section 709 and shall fail to
resign after written request therefor by the Issuers or by any such Holder, or




     (3) the Trustee shall become incapable of acting or shall be adjudged 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 Issuers may remove the Trustee, or (B) subject to Section
614, any Holder who has been a bona fide Holder of a Note for at least six months may, on
behalf of itself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee or Trustees.




          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 Issuers shall promptly appoint a successor
Trustee and shall comply with the applicable requirements of Section 711. 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



-88-









 






 Outstanding Notes delivered to the Issuers 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 711, become the successor Trustee and to that extent
supersede the successor Trustee appointed by the Issuers. If no successor Trustee shall have been
so appointed by the Issuers or the Holders and accepted appointment in the manner required by
Section 711, then, subject to Section 614, any Holder who has been a bona fide
Holder of a Note for at least six months may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.




          The Issuers 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 110.
Each notice shall include the name of the successor Trustee and the address of its Corporate Trust
Office.




          Section 711. Acceptance of Appointment by Successor. In case of the appointment
hereunder of a successor Trustee, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Issuers 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 the request
of the Issuers 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 Issuers 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 referred to above.




          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 VII.




          Section 712. 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 such corporation
shall be otherwise qualified and eligible under this Article VII, without the execution or
filing of any paper or any further act on the part of any of the parties hereto. In case any Notes
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 Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.




          Section 713. Preferential Collection of Claims Against the Issuers. If and when the
Trustee shall be or become a creditor of the Issuers (or any other obligor upon the Notes), the
Trustee shall be subject to the provisions of the TIA regarding the collection of



-89-









 






claims against the Issuers (or any such other obligor) or realizing on certain property received by it in
respect of such claims.




          Section 714. Appointment of Authenticating Agent. The Trustee may appoint an
Authenticating Agent acceptable to the Issuers to authenticate the Notes. Any such appointment
shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which
instrument shall be promptly furnished to the Issuers. Unless limited by the terms of such
appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication (or execution of a certificate of authentication) by
the Trustee includes authentication (or execution of a certificate of authentication) by such
Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent
or agent for service of notices and demands.




ARTICLE VIII




HOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND THE ISSUERS




          Section 801. The Issuers to Furnish Trustee Names and Addresses of Holders. The
Issuers will furnish or cause to be furnished to the Trustee





     (1) semi-annually, not more than 10 days after each Regular Record Date, a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders
as of such Regular Record Date, and




     (2) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Issuers of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished;


provided, however, that if and to the extent and so long as the Trustee shall be the Note
Registrar, no such list need be furnished pursuant to this Section 801.




          Section 802. Preservation of Information; Communications to Holders. 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, if any, furnished to the Trustee as provided in Section
801 and the names and addresses of Holders received by the Trustee in its capacity as Note
Registrar; provided, however, that if and so long as the Trustee shall be the Note Registrar, the
Note Register shall satisfy the requirements relating to such list. None of the Issuers, any
Subsidiary Guarantor or the Trustee or any other Person shall be under any responsibility with
regard to the accuracy of such list. The Trustee may destroy any list furnished to it as provided
in Section 801 upon receipt of a new list so furnished.




          The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Notes, and the corresponding rights and privileges of the Trustee,
shall be as provided by the TIA.




          Every Holder of Notes, by receiving and holding the same, agrees with the Issuers and the
Trustee that none of the Issuers, the Trustee or any agent of any of them, shall be held



-90-









 






accountable by reason of any disclosure of information as to names and addresses of Holders
made pursuant to the TIA.




          Section 803. Reports by Trustee. Within 60 days after each December 15, beginning with
December 15, 2009, the Trustee shall transmit to Holders such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the TIA at the times and in the
manner provided pursuant thereto for so long as any Notes remain outstanding. A copy of each such
report shall, at the time of such transmission to Holders, be filed by the Trustee or any
applicable listing agent with each stock exchange upon which any Notes are listed, with the SEC and
with the Issuers. The Issuers will promptly notify the Trustee in writing when any Notes are
listed on any stock exchange, and of any delisting thereof.




ARTICLE IX




AMENDMENT, SUPPLEMENT OR WAIVER




          Section 901. Without Consent of Holders. Without the consent of the Holders of any
Notes, the Issuers, the Trustee and (as applicable) each Subsidiary Guarantor, if any, may amend or
supplement this Indenture or the Notes, for any of the following purposes:





     (1) to cure any ambiguity, manifest error, omission, defect or inconsistency,




     (2) to provide for the assumption by a successor of the obligations of either the
Issuer or a Subsidiary Guarantor, if any, under this Indenture,




     (3) to provide for uncertificated Notes in addition to or in place of certificated
Notes,




     (4) to add Guarantees with respect to the Notes, to secure the Notes, to confirm and
evidence the release, termination or discharge of any Guarantee or Lien with respect to or
securing the Notes when such release, termination or discharge is provided for under this
Indenture,




     (5) to add to the covenants of the Issuers for the benefit of the Holders or to
surrender any right or power conferred upon the Issuers,




     (6) to provide for or confirm the issuance of Additional Notes,




     (7) to conform the text of this Indenture, the Notes or any Subsidiary Guarantee to any
provision of the “Description of the Notes” section of the Offering Memorandum to the extent
that such provision in such “Description of the Notes” section was intended to be a verbatim
recitation of a provision of this Indenture, Guarantee or the Notes,




     (8) to increase the minimum denomination of the Notes to equal the dollar equivalent of
€1,000 rounded up to the nearest $1,000 (including for purposes of redemption or repurchase
of any Note in part),



-91-









 






     (9) to make any change that does not materially adversely affect the rights of any
Holder under the Notes or this Indenture, or




     (10) to comply with any requirement of the SEC in connection with the qualification of
this Indenture under the TIA or otherwise.



          Section 902. With Consent of Holders. Subject to Section 608, the Issuers and
the Trustee and (if applicable) each Subsidiary Guarantor may amend or supplement this Indenture or
the Notes with the written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Notes (including consents obtained in connection with a tender offer or exchange
offer for Notes), provided that if any such amendment or waiver will only affect the Notes then
Outstanding under this Indenture, then only the consent of the Holders of a majority in principal
amount of the Notes then Outstanding (including, in each case, consents obtained in connection with
a tender offer or exchange offer for Notes), as the case may be, shall be required and the Holders
of not less than a majority in aggregate principal amount of the Outstanding Notes by written
notice to the Trustee (including consents obtained in connection with a tender offer or exchange
offer for Notes) may waive any existing Default or Event of Default or compliance by the Issuers or
any Subsidiary Guarantor with any provision of this Indenture, the Notes or any Subsidiary
Guarantee.




          Notwithstanding the provisions of this Section 902, without the consent of each Holder
affected, an amendment or waiver, including a waiver pursuant to Section 613, may not:





     (i) reduce the principal amount of the Notes whose Holders must consent to an amendment
or waiver;




     (ii) reduce the rate of or extend the time for payment of interest on any Note;




     (iii) reduce the principal of or extend the Stated Maturity of any Note;




     (iv) reduce the premium payable upon the redemption of any Note or change the date on
which any Note may be redeemed as described in Section 1001;




     (v) make any Note payable in money other than that stated in such Note;




     (vi) impair the right of any Holder to receive payment of principal of and interest on
such Holder’s Notes on or after the due dates therefor or to institute suit for the
enforcement of any such payment on or with respect to such Holder’s Notes;




     (vii) make any change in the amendment or waiver provisions described in this
paragraph; or




     (viii) make any change to the ranking of the Notes.



          It shall not be necessary for the consent of the Holders under this Section 902 to
approve the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.




-92-









 








          After an amendment, supplement or waiver under this Section 902 becomes effective, the
Issuers shall mail to the Holders, with a copy to the Trustee, a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any supplemental indenture
or the effectiveness of any such amendment, supplement or waiver.




          Section 903. Execution of Amendments, Supplements or Waivers. The Trustee shall sign
any amendment, supplement or waiver authorized pursuant to this Article IX if the
amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or
refusing to sign such amendment, supplement or waiver, the Trustee shall receive, and shall be
fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel to
the effect that the execution of such amendment, supplement or waiver has been duly authorized,
executed and delivered by the Issuers and that, subject to applicable bankruptcy, insolvency,
fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or
hereinafter in effect affecting creditors’ rights or remedies generally and to general principles
of equity (including standards of materiality, good faith, fair dealing and reasonableness),
whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a
valid and binding agreement of the Issuers, enforceable against the Issuers in accordance with its
terms.




          Section 904. Revocation and Effect of Consents. Until an amendment, supplement or
waiver becomes effective, a consent to it by a Holder is a continuing consent by such Holder and
every subsequent Holder of that Note or any Note that evidences all or any part of the same debt as
the consenting Holder’s Note, even if notation of the consent is not made on any Note. Subject to
the following paragraph of this Section 904, any such Holder or subsequent Holder may
revoke such consent as to such Holder’s Note by written notice to the Trustee or the Issuers,
received by the Trustee or the Issuers, as the case may be, before the date on which the Trustee
receives an Officer’s Certificate certifying that the Holders of the requisite principal amount of
Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or
waiver. The Issuers may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or waiver as set forth in
Section 108.




          After an amendment, supplement or waiver becomes effective, it shall bind every Holder of
Notes, unless it makes a change described in any of clauses (i) through (viii) of the second
paragraph of Section 902. In that case, the amendment, supplement or waiver shall bind
each Holder of a Note who has consented to it and every subsequent Holder of such Note or any Note
that evidences all or any part of the same debt as the consenting Holder’s Note.




          Section 905. Conformity with TIA. Every amendment or supplemental indenture executed
pursuant to this Article shall conform to the requirements of the TIA as then in effect.




          Section 906. Notation on or Exchange of Notes. If an amendment, supplement or waiver
changes the terms of a Note, the Trustee shall (if required by the Issuers and in accordance with
the specific direction of the Issuers) request the Holder of the Note to deliver it to the



-93-









 






Trustee. The Trustee shall (if required by the Issuers and in accordance with the
specific direction of the Issuers) place an appropriate notation on the Note about the changed
terms and return it to the Holder. Alternatively, if the Issuers or the Trustee so determines, the
Issuers in exchange for the Note shall issue and the Trustee shall authenticate a new Note that
reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.




ARTICLE X




REDEMPTION OF NOTES




          Section 1001. Right of Redemption.




          (a) The Notes of any series will be redeemable, at the Issuers’ option, in whole or in part,
at any time and from time to time on and after November 15, 2014 and prior to maturity at the
applicable redemption price set forth below. Such redemption may be made upon notice mailed by
first-class mail to each Holder’s registered address, in accordance with Section 1005. The
Issuers may provide in such notice that payment of the redemption price and the performance of the
Issuers’ obligations with respect to such redemption may be performed by another Person. Any such
redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or
more conditions precedent, including but not limited to the occurrence of a Change of Control. The
Notes will be so redeemable at the following redemption prices (expressed as a percentage of
principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date
(subject to Section 307), if redeemed during the 12-month period commencing on November 15
of the years set forth below:




	 	 	 	 	 
	Redemption Period	 	Price	 
	2014
	 	 	105.125	%
	2015
	 	 	103.417	%
	2016
	 	 	101.708	%
	2017 and thereafter
	 	 	100.000	%






          (b) In addition, at any time and from time to time on or prior to November 15, 2012, the
Issuers at their option may redeem Notes in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of the Notes (including the principal amount of any Additional
Notes), with funds in an equal aggregate amount (the “Redemption Amount”) not exceeding the
aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a
percentage of principal amount thereof) of 110.250%, plus accrued and unpaid interest, if any, to
the Redemption Date (subject to Section 307); provided, however, that if Notes are
redeemed, an aggregate principal amount of Notes equal to at least 65% of the original aggregate
principal amount of Notes (including the principal amount of any Additional Notes) must remain
outstanding after each such redemption of Notes.




          The Issuers may make such redemption upon notice mailed by first-class mail to each Holder’s
registered address in accordance with Section 1005 (but in no event more than 90 days after
the completion of the related Equity Offering). The Issuers may provide in such notice that
payment of the redemption price and performance of the Issuers’ obligations with re-



-94-









 






spect to such redemption may be performed by another Person. Any such notice may be given
prior to the completion of the related Equity Offering, and any such redemption or notice may, at
the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent,
including but not limited to the completion of the related Equity Offering.




          (c) At any time prior to November 15, 2014, Notes of any series may also be redeemed or
purchased (by the Issuers or any other Person) in whole or in part, at the Issuers’ option, at a
price (the “Redemption Price”) equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date (subject
to Section 307). Such redemption or purchase may be made upon notice mailed by first-class
mail to each Holder’s registered address in accordance with Section 1005. The Issuers may
provide in such notice that payment of the Redemption Price and performance of the Issuers’
obligations with respect to such redemption or purchase may be performed by another Person. Any
such redemption, purchase or notice may, at the Issuers’ discretion, be subject to the satisfaction
of one or more conditions precedent, including but not limited to the occurrence of a Change of
Control.




          “Applicable Premium” means, at any Redemption Date, the greater of (i) 1.0% of the
principal amount of such Note and (ii) the excess of (A) the present value at such Redemption Date
of (1) the redemption price of such Note on November 15, 2014 (such redemption price being that
described in Section 1001(a) or Section 1001(b), respectively, plus (2) all required remaining
scheduled interest payments due on such Note through such date, computed using a discount rate
equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note on such
Redemption Date; and, as calculated by the Company or on behalf of the Company by such Person as
the Company shall designate; provided that such calculation shall not be a duty or obligation of
the Trustee.




          “Treasury Rate” means, with respect to a Redemption Date, the yield to maturity at the
time of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H. 15(519) that has become
publicly available at least two Business Days prior to such Redemption Date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from such Redemption Date to November 15, 2014; provided, however,
that if the period from the Redemption Date to such date is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the Treasury Rate shall
be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from the Redemption Date to such date is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a constant maturity of one
year shall be used..




          Section 1002. Applicability of Article. Redemption or purchase of Notes as permitted
by Section 1001 shall be made in accordance with this Article X.




          Section 1003. Election to Redeem; Notice to Trustee. In case of any redemption at the
election of the Issuers of less than all of the Notes, the Issuers shall, at least 10 days (but not
more than 60 days) prior to the date on which notice is required to be mailed or caused



-95-









 






to be mailed to Holders pursuant to Section 1005, notify the Trustee of such Redemption Date
and of the principal amount of Notes to be redeemed.




          Section 1004. Selection by Trustee of Notes to Be Redeemed. In the case of any partial
redemption, selection of the Notes for redemption will be made by the Trustee not more than 60 days
prior to the Redemption Date by lot, in accordance with the procedures of DTC or by such other
method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no
Note of $2,000 in original principal amount or less will be redeemed in part.




          The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. On and after the Redemption Date, interest will cease to accrue on Notes or portions
thereof called for redemption.




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




          Section 1005. Notice of Redemption. Notice of redemption or purchase as provided in
Section 1001 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 the Trustee and to each Holder of Notes to
be redeemed, at such Holder’s address appearing in the Note Register.




          Any such notice shall identify the Notes to be redeemed (including CUSIP, ISIN or common code
number(s)) and shall state:





     (1) the expected Redemption Date,




     (2) the redemption price (or the formula by which the redemption price will be
determined),




     (3) if less than all Outstanding Notes are to be redeemed, the identification (and, in
the case of partial redemption, the portion of the respective principal amounts) of the
Notes to be redeemed,




     (4) that, on the Redemption Date, the redemption price will become due and payable upon
each such Note, and that, unless the Issuers default in making such redemption payment or
the Paying Agent is prohibited from making such payment pursuant to the terms of this
Indenture, interest thereon shall cease to accrue from and after said date, and




     (5) the place where such Notes are to be surrendered for payment of the redemption
price.


In addition, if such redemption, purchase or notice is subject to satisfaction of one or more
conditions precedent, as permitted by Section 1001, such notice shall describe each such
condition,


-96-









 






and if applicable, shall state that, in the Issuers’ discretion, the Redemption Date may
be delayed until such time as any or all such conditions shall be satisfied, or such redemption or
purchase may not occur and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so
delayed.




          The Issuers may provide in such notice that payment of the redemption price and the
performance of the Issuers’ obligations with respect to such redemption may be performed by another
Person.




          Notice of such redemption or purchase of Notes to be so redeemed or purchased at the election
of the Issuers shall be given by the Issuers or, at the Issuers’ written request (made to the
Trustee at least 40 days (or such shorter period as shall be satisfactory to the Trustee) prior to
the Redemption Date), by the Trustee in the name and at the expense of the Issuers. Any such
request will set forth the information to be stated in such notice, as provided by this Section
1005.




          The notice if mailed in the manner herein provided shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of any other Note.




          Section 1006. Deposit of Redemption Price. On or prior to 12:00 p.m., New York City
time on any Redemption Date, the Issuers shall deposit with the Trustee or with a Paying Agent (or,
if the Issuers are acting as their own Paying Agent, the Issuers shall segregate and hold in trust
as provided in Section 403) an amount of money sufficient to pay the redemption price of,
and any accrued and unpaid interest on, all the Notes or portions thereof which are to be redeemed
on that date.




          Section 1007. Notes Payable on Redemption Date. Notice of redemption having been given
as provided in this Article X, the Notes so to be redeemed shall, on the Redemption Date,
become due and payable at the redemption price herein specified and from and after such date
(unless the Issuers shall default in the payment of the redemption price or the Paying Agent is
prohibited from paying the redemption price pursuant to the terms of this Indenture) such Notes
shall cease to bear interest. Upon surrender of such Notes for redemption in accordance with such
notice, such Notes shall be paid by the Issuers at the redemption price. Installments of interest
whose Interest Payment Date is on or prior to the Redemption Date shall be payable to the Holders
of such Notes registered as such on the relevant Regular Record Dates according to their terms and
the provisions of Section 307.




          On and after any Redemption Date, if money sufficient to pay the redemption price of and any
accrued and unpaid interest on Notes called for redemption shall have been made available in
accordance with Section 1006, the Notes (or the portions thereof) called for redemption
will cease to accrue interest and the only right of the Holders of such Notes (or portions thereof)
will be to receive payment of the redemption price of and, subject to the last sentence of the
preceding paragraph, any accrued and unpaid interest on such Notes (or portions thereof) to the
Redemption Date. If any Note (or portion thereof) called for redemption shall not



-97-









 






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 borne by the Note (or portion
thereof).




          Section 1008. Notes Redeemed in Part. Any Note that is to be redeemed only in part shall
be surrendered at the Place of Payment
(with, if the Issuers or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Issuers and the Trustee duly executed by, the Holder thereof
or its attorney duly authorized in writing) and the Issuers shall execute and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of
any authorized denomination as requested by such Holder in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Note so surrendered.




ARTICLE XI




SATISFACTION AND DISCHARGE




          Section 1101. Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall
cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Notes herein expressly provided
for), and the Trustee, on demand of and at the expense of the Issuers, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when




          (i) either





     (a) all Notes theretofore authenticated and delivered (other than (i) Notes
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 306, and (ii) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Issuers
and thereafter repaid to the Issuers or discharged from such trust, as provided in
Section 403) have been delivered to the Trustee cancelled or for
cancellation; or




     (b) all such Notes not theretofore delivered to the Trustee cancelled or for
cancellation




     (1) have become due and payable, or




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




     (3) have been or are to be called for redemption within one year under
arrangements reasonably satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the
Issuers,




the Issuers have irrevocably deposited or caused to be deposited with the Trustee money,
U.S. Government Obligations, European Government Obligations or a combination thereof
sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes
not theretofore delivered to the Trustee cancelled or for cancellation, for prin-



-98-









 







cipal (and
premium, if any) and interest to the date of such deposit in the case of the Notes that have
become due and payable, or to the Stated Maturity or Redemption Date, as the case may be
(provided that if such redemption shall be pursuant to Section 1001(c), (x) the
amount of money, U.S. Government Obligations, European Government Obligations or a
combination thereof that the Issuers must irrevocably deposit or cause to be deposited shall
be determined using an assumed Applicable Premium calculated as of the date of such deposit,
and (y) the Issuers must irrevocably deposit or cause to be deposited additional money in
trust on the Redemption Date, as required by Section 1006, as necessary to pay the
Applicable Premium as determined on such date);




     (ii) the Issuers have paid or caused to be paid all other sums then payable hereunder
by the Issuers; and




     (iii) the Issuers have delivered to the Trustee an Officer’s Certificate of the Issuers
and an Opinion of Counsel, each to the effect that all conditions precedent provided for in
this Section 1101 relating to the satisfaction and discharge of this Indenture have
been complied with; provided that any such counsel may rely on any Officer’s Certificate as
to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and
(iii)).



          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Issuers to the Trustee under Section 707 and, if money shall have been deposited with the
Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section
1102 shall survive.




          Section 1102. Application of Trust Money. Subject to the provisions of the last paragraph of Section 403, all money, U.S.
Government Obligations and/or European Government Obligations (including the proceeds thereof)
deposited with the Trustee pursuant to Section 1101 shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the payment, either
directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest on the Notes; but such money need not be
segregated from other funds except to the extent required by law.




ARTICLE XII




DEFEASANCE OR COVENANT DEFEASANCE




          Section 1201. The Issuers’ Option to Effect Defeasance or Covenant Defeasance.
The Issuers may, concurrently (and not separately) at their option, at any time, elect to
have terminated the obligations of the Issuers with respect to Outstanding Notes and to have
terminated all of the obligations of the Subsidiary Guarantors, if any, with respect to the
Subsidiary Guarantees, in each case, as set forth in this Article XII, and elect to
have either Section 1202 or Section 1203 be applied to all of the Outstanding Notes
(the “Defeased Notes”), upon compliance with the conditions set forth below in Section
1204. Either Section 1202 or Section 1203 may be applied to the Defeased Notes
to any Redemption Date or the Stated Maturity of the Notes.




-99-









 








          Section 1202. Defeasance and Discharge.
Upon the Issuers’ exercise under Section 1201 of the option applicable to this
Section 1202, the Issuers shall be deemed to have been released and discharged from its
obligations with respect to the Defeased Notes on the date the relevant conditions set forth in
Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose,
such Defeasance means that the Issuers shall be deemed to have paid and discharged the entire
Indebtedness represented by the Defeased Notes, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1205 and the other Sections of this
Indenture referred to in clauses (a) and (b) below, and the Issuers and each of the Subsidiary
Guarantors, if any, shall be deemed to have satisfied all other obligations under such Notes and
this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuers,
shall execute proper instruments acknowledging the same), except for the following, which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased
Notes to receive, solely from the trust fund described in Section 1204 and as more fully
set forth in such Section, payments in respect of the principal of and premium, if any, and
interest on such Notes when such payments are due, (b) the Issuers’ obligations with respect to
such Defeased Notes under Sections 304, 305, 306, 402 and 403, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder, including the Trustee’s rights under
Section 707, and (d) this Article XII. If the Issuers exercise their option under
this Section 1202, payment of the Notes may not be accelerated because of an Event of
Default with respect thereto. Subject to compliance with this Article XII, the Issuers
may, at their option and at any time, exercise their option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203 with respect to the
Notes.




          Section 1203. Covenant Defeasance.
Upon the Issuers’ exercise under Section 1201 of the option applicable to this
Section 1203, (a) the Issuers and the Subsidiary Guarantors, if any, shall be released from
their respective obligations under any covenant or provision contained in Section 405 and
Sections 407 through 415 and the provisions of clauses (iii), (iv) and (v) of
Section 501(a) shall not apply, and (b) the occurrence of any event specified in clause
(iv), (v) (with respect to Section 405 and Sections 407 through 415), (vi),
(vii), (viii) (with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x) or (xi) of
Section 601 shall be deemed not to be or result in an Event of Default, in each case with
respect to the Defeased Notes on and after the date the conditions set forth below are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be
“Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants or provisions, but shall
continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such
Covenant Defeasance means that, with respect to the Outstanding Notes, the Issuers and the
Subsidiary Guarantors, if any, may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such covenant or
provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or provision or by reason of any reference in any such covenant or provision to any other
provision herein or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 601, but, except as specified above, the
remainder of this Indenture and such Outstanding Notes shall be unaffected thereby.




-100-









 








          Section 1204. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of either Section 1202 or
Section 1203 to the Outstanding Notes:





     (1) The Issuers shall have irrevocably deposited or caused to be deposited with the
Trustee, in trust, money or U.S. Government Obligations, European Government Obligations or
a combination thereof in amounts as will be sufficient (without reinvestment) in the opinion
of a firm of independent certified public accountants or a nationally recognized investment
bank or appraisal firm, to pay and discharge the principal of, and premium, if any, and
interest on the Defeased Notes to the Stated Maturity or relevant Redemption Date in
accordance with the terms of this Indenture and the Notes (provided that if such redemption
shall be pursuant to Section 1001(c), (x) the amount of money or U.S. Government
Obligations or a combination thereof that the Issuers must irrevocably deposit or cause to
be deposited shall be determined using an assumed Applicable Premium calculated as of the
date of such deposit, and (y) the Issuers must irrevocably deposit or cause to be deposited
additional money in trust on the Redemption Date, as required by Section 1006, as
necessary to pay the Applicable Premium as determined on such date);




     (2) No Default or Event of Default shall have occurred and be continuing on the date of
such deposit;




     (3) Such deposit shall not result in a breach or violation of, or constitute a Default
or Event of Default under, this Indenture or any other material agreement or instrument to
which the Issuers are a party or by which it is bound;




     (4) In the case of an election under Section 1202, the Issuers shall have
delivered to the Trustee an Opinion of Counsel from Debevoise & Plimpton LLP or other
counsel in the United States to the effect that (x) the Issuers have received from, or there
has been published by, the Internal Revenue Service a ruling or (y) since the Issue Date,
there has been a change in the applicable U.S. Federal income tax law, in either case to the
effect that, and based thereon such opinion shall confirm to the effect that, the Holders of
the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax
purposes as a result of such Defeasance and will be subject to U.S. Federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if
such Defeasance had not occurred; provided that such Opinion of Counsel need not be
delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as provided in
Section 306, and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuers and thereafter repaid
to the Issuers or discharged from such trust, as provided in Section 403) not
theretofore delivered to the Trustee for cancellation have become due and payable, will
become due and payable at their Stated Maturity within one year, or are to be called for
redemption within one year under arrangements reasonably satisfactory to the Trustee in the
name, and at the expense, of the Issuers;



-101-









 






     (5) In the case of an election under Section 1203, the Issuers shall have
delivered to the Trustee an Opinion of Counsel from Debevoise & Plimpton LLP or other
counsel in the United States to the effect that the Holders of the Outstanding Notes will
not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to U.S. Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; and




     (6) The Issuers shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each to the effect that all conditions precedent provided for in this
Section 1204 relating to either the Defeasance under Section 1202 or the
Covenant Defeasance under Section 1203, as the case may be, have been complied with.
In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to
compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to
any matters of fact.



          Section 1205. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 403, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other
Person that would qualify to act as successor trustee under Article VII, collectively and
solely for purposes of this Section 1205, the “Trustee”) pursuant to Section
1204 in respect of the Defeased Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due
and to become due thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.




          The Issuers shall pay and indemnify the Trustee and its agents and hold them harmless against
any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1204, or the principal, premium, if any, and interest
received in respect thereof, other than any such tax, fee or other charge that by law is for the
account of the Holders of the Defeased Notes.




          Anything in this Article XII to the contrary notwithstanding, the Trustee shall
deliver to the Issuers from time to time, upon an Issuers Request, any money or U.S. Government
Obligations held by it as provided in Section 1204 that, in the opinion of a nationally
recognized accounting or investment banking firm expressed in a written certification thereof to
the Trustee, are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article
VII, the Trustee shall not incur any liability to any Person by relying on such opinion.




          Section 1206. Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with Section 1202 or 1203, as the case may be, by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations of the Issuers and each of the Subsidiary Guarantors, if
any, under this Indenture, the Notes and the Subsidiary Guarantees shall be revived and reinstated
as though no deposit had occurred pursuant to Sec-



-102-









 






tion 1202 or 1203, as the case may
be, until such time as the Trustee or Paying Agent is permitted to apply all such money and U.S.
Government Obligations in accordance with Section 1202 or 1203, as the case may be;
provided, however, that if the Issuers or any Subsidiary Guarantor make any payment of principal,
premium, if any, or interest on any Note following the reinstatement of its obligations, the
Issuers or Subsidiary Guarantors, if any, as the case may be, shall be subrogated to the rights of
the Holders of such Notes to receive such payment from the money and U.S. Government Obligations
held by the Trustee or Paying Agent.




          Section 1207. Repayment to the Issuers.
The Trustee shall pay to the Issuers upon an Issuers Request any money held by it for the
payment of principal or interest that remains unclaimed for two years. After payment to the
Issuers, Holders entitled to money must look to the Issuers for payment as general creditors unless
an applicable abandoned property law designates another Person and all liability of the Trustee or
Paying Agent with respect to such money shall thereupon cease.




ARTICLE XIII




SUBSIDIARY GUARANTEES




          Section 1301. Guarantees Generally.




          (a) Guarantee of Each Subsidiary Guarantor, if any. Each Subsidiary Guarantor, if
any, as primary obligor and not merely as surety, will jointly and severally, irrevocably and fully
and unconditionally Guarantee, on an unsecured senior basis, the punctual payment when due, whether
at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Issuers under
this Indenture and the Notes, whether for principal of or interest on the Notes, expenses,
indemnification or otherwise (all such obligations guaranteed by such Subsidiary Guarantors being
herein called the “Subsidiary Guaranteed Obligations”).




          The obligations of each Subsidiary Guarantor, if any, will be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor (including but not limited to any Guarantee by it of any Obligations under the Credit
Facilities) and after giving effect to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor, if any, in respect of the obligations of such other
Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution
obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under the
Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
applicable law, or being void or unenforceable under any law relating to insolvency of debtors.




          (b) Further Agreements of Each Subsidiary Guarantor, if any.




          (i) Each Subsidiary Guarantor, if any, hereby agrees that (to the fullest extent permitted by
law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of this Indenture, the Notes or the obligations of the Issuers or any other
Subsidiary Guarantor, if any, to the Holders or the Trustee hereunder or thereunder, the absence of
any action to enforce the same, any waiver or consent by any Holder with respect to any provisions
hereof or thereof, any release of any other Subsidiary Guarantor, if any, the recovery



-103-









 






of any judgment against the Issuers, any action to enforce the same, whether or not a notation concerning
its Subsidiary Guarantee is made on any particular Note, or any other circumstance that might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.




          (ii) Each Subsidiary Guarantor, if any, hereby waives (to the fullest extent permitted by law)
the benefit of diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against
such Issuer, protest, notice and all demands whatsoever and covenants that (except as otherwise
provided in Section 1303) its Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes, this Indenture and this Subsidiary
Guarantee. Such Subsidiary Guarantee is a guarantee of payment and not of collection. Each
Subsidiary Guarantor, if any, further agrees (to the fullest extent permitted by law) that, as
between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, subject
to this Article XIII, (1) the maturity of the obligations guaranteed by its Subsidiary
Guarantee may be accelerated as and to the extent provided in Article VI for the purposes
of such Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed by such Subsidiary Guarantee, and (2) in
the event of any acceleration of such obligations as provided in Article VI, such
obligations (whether or not due and payable) shall forthwith become due and payable by such
Subsidiary Guarantor in accordance with the terms of this Section 1301 for the purpose of
such Subsidiary Guarantee. Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any security for the
Subsidiary Guaranteed Obligations or against the Issuers or any other Person or any property of the
Issuers or any other Person before the Trustee is entitled to demand payment and performance by any
or all Subsidiary Guarantors of their obligations under their respective Subsidiary Guarantees or
under this Indenture.




          (iii) Until terminated in accordance with Section 1303, each Subsidiary Guarantee, if
any, shall remain in full force and effect and continue to be effective should any petition be
filed by or against the Issuers for liquidation or reorganization, should the Issuers become
insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on such Notes, whether as a
“voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.




          (c) Each Subsidiary Guarantor, if any, that makes a payment or distribution under its
Subsidiary Guarantee shall have the right to seek contribution from the Issuers or any non-paying
Subsidiary Guarantor that has also Guaranteed the relevant Subsidiary Guaranteed Obligations in
respect of which such payment or distribution is made, so long as the exercise of such right does
not impair the rights of the Holders under the Subsidiary Guarantees.




-104-









 








          (d) Each Subsidiary Guarantor, if any, acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that its Subsidiary
Guarantee, and the waiver set forth in Section 1305, are knowingly made in contemplation of
such benefits.




          (e) Each Subsidiary Guarantor, if any, pursuant to its Subsidiary Guarantee, also hereby
agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and
expenses) incurred by the Trustee or the Holders in enforcing any rights under its Subsidiary
Guarantee.




          Section 1302. Continuing Guarantees.




          (a) Each Subsidiary Guarantee, if any, shall be a continuing Guarantee and shall (i) subject
to Section 1303, remain in full force and effect until payment in full of the principal
amount of all Outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance,
retirement or other acquisition) and all other Subsidiary Guaranteed Obligations of the Subsidiary
Guarantor, if any, then due and owing, (ii) be binding upon such Subsidiary Guarantor and (iii)
inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted
successors, transferees and assigns.




          (b) The obligations of each Subsidiary Guarantor, if any, hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment which would
otherwise have reduced or terminated the obligations of any Subsidiary Guarantor, if any, hereunder
and under its Subsidiary Guarantee (whether such payment shall have been made by or on behalf of
the Issuers or by or on behalf of a Subsidiary Guarantor) is rescinded or reclaimed from any of the
Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Issuers or any
Subsidiary Guarantor or otherwise, all as though such payment had not been made.




          Section 1303. Release of Subsidiary Guarantees.
Notwithstanding the provisions of Section 1302, Subsidiary Guarantees, if any, will
be subject to termination and discharge under the circumstances described in this Section
1303. Any Subsidiary Guarantor will automatically and unconditionally be released from all
obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate
and be discharged and of no further force or effect, (i) concurrently with any direct or indirect
sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in
accordance with the terms of this Indenture (including Section 411 and Section 501)
by an Issuer or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a
Restricted Subsidiary of such Issuer, (ii) at any time that such Subsidiary Guarantor is released
from all of its obligations under all of its Guarantees of payment by the Issuers of any
Indebtedness of the Issuers under the Senior Credit Facilities (it being understood that a release
subject to contingent reinstatement is still a release, and that if any such Guarantee is so
reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary
Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the either
Issuer another Subsidiary Guarantor that is the surviving Person in such merger or consolidation,
or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to
either of the Issuers or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary



-105-









 






Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the
Issuers’ obligations, or satisfaction and discharge of this Indenture, or (vi) subject to
Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then
Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the
Issuers will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor
that has not guaranteed payment by the Issuers of any Indebtedness of the Issuers under the Senior
Credit Facilities to be unconditionally released from all obligations under its Subsidiary
Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no
further force or effect.




          Upon any such occurrence specified in this Section 1303, the Trustee shall execute any
documents reasonably required in order to evidence such release, discharge and termination in
respect of such Subsidiary Guarantee.




          Section 1304. [Reserved].




          Section 1305. Waiver of Subrogation.
Each Subsidiary Guarantor, if any, hereby irrevocably waives any claim or other rights that
it may now or hereafter acquire against the Issuers that arise from the existence, payment,
performance or enforcement of the Issuers’ obligations under the Notes and this Indenture or such
Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, including any
right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in
any claim or remedy of any Holder of Notes against the Issuers, whether or not such claim, remedy
or right arises in equity, or under contract, statute or common law, until this Indenture is
discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to
any Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been
paid in full, such amount shall be deemed to have been paid to such
Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of
the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of
this Indenture.




          Section 1306. Notation Not Required.
Neither of the Issuers nor any Subsidiary Guarantor, if any, shall be required to make a
notation on the Notes to reflect any Subsidiary Guarantee or any release, termination or discharge
thereof.




          Section 1307. Successors and Assigns of Subsidiary Guarantors.
All covenants and agreements in this Indenture by each Subsidiary Guarantor, if any, shall
bind its respective successors and assigns, whether so expressed or not.




          Section 1308. Execution and Delivery of Subsidiary Guarantees.
The Issuers shall cause each Restricted Subsidiary that is required to become a Subsidiary
Guarantor pursuant to Section 414, and each Subsidiary of the Issuers that the Issuers
causes to become a Subsidiary Guarantor pursuant to Section 414, to promptly execute and
deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit
E to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee,
evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article
XIII. Concurrently therewith, the Issuers shall deliver to the Trustee an Opinion of Counsel
in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental
Indenture has been duly authorized, executed and



-106-









 






delivered by such Restricted Subsidiary and that,
subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance,
reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or
remedies generally and to general principles of equity (including standards of materiality, good
faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity,
such Supplemental Indenture is a valid and binding agreement of such Restricted Subsidiary,
enforceable against such Restricted Subsidiary in accordance with its terms.




          Section 1309. Notices. Notice to any Subsidiary Guarantor, if any, shall be sufficient if addressed to such
Subsidiary Guarantor care of the Issuers at the address, place and manner provided in Section
109.





-107-











 





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



	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	/s/ Kevin J. Groman
 	 
	 	 	Name:  	Kevin J. Groman 	 
	 	 	Title:  	Senior Vice President, General
Counsel and Corporate Secretary 	 
	 
	 	RSC HOLDINGS III, LLC

 	 
	 	By:  	/s/ Kevin J. Groman
 	 
	 	 	Name:  	Kevin J. Groman 	 
	 	 	Title:  	Senior Vice President, General
Counsel and Corporate Secretary 	 
	 



Signature Page to Indenture in respect of Senior Notes




	 	 	 	 	 



 









 





	 	 	 	 	 
	 	WELLS FARGO BANK

NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Martin Reed
 	 
	 	 	Name:  	Martin Reed 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Indenture in respect of Senior Notes




 









 








EXHIBIT A




Form of Initial Note1

(FACE OF NOTE)




RSC EQUIPMENT RENTAL, INC.

RSC HOLDINGS III, LLC




101/4% Senior Notes due 2019




CUSIP No.




No.                          $                    





     RSC Equipment Rental, Inc., a corporation duly organized and existing under the laws of the
State of Arizona (and its successors and assigns), and RSC Holdings III, LLC, a limited liability
company duly organized and existing under the laws of the State of Delaware (collectively, the
“Issuers”), promise to pay to                                         , or registered assigns, the principal
sum of
$                                         ([                                       
 ] United States Dollars) [(or such
lesser or greater amount as shall be outstanding hereunder from time to time in accordance with
Sections 312 and 313 of the Indenture referred to on the reverse hereof)]2 (the
“Principal Amount”) on November 15, 2019. The Issuers promise to pay interest
semi-annually in arrears on May 15 and November 15 in each year, commencing May 15, 2010, at the
rate of 10.250% per annum (subject to adjustment as provided below), until the Principal Amount is
paid or made available for payment. [Interest on this Note will accrue from the most recent date
to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for
or, if no interest has been paid, from the Issue Date.]3 [Interest on this Note will
accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note
or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has been
paid, from                     , ___4.]5 Interest on the Notes shall be computed on the
basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or
duly provided for, on any





 




			
	1	 	Insert any applicable legends from Article II.
	 
	2	 	Include only if the Note is issued in global form.
	 
	3	 	Include only for Original Notes.
	 
	4	 	Insert the Interest Payment Date immediately preceding
the date of issuance of the applicable Additional Notes, or if the date of
issuance of such Additional Notes is an Interest Payment Date, such date of
issuance.
	 
	5	 	Include only for Additional Notes.




A-1









 









Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 or November 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 Note (or one or more
Predecessor Notes) 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
Notes not more than 15 days nor 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 Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.




          [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated November 17, 2009, among the Issuers and the initial purchasers named therein (the
“Registration Rights Agreement”). Until (i) this Note has been exchanged for an Exchange
Security (as defined in the Registration Rights Agreement) in an Exchange Offer (as defined in the
Registration Rights Agreement); (ii) a Shelf Registration Statement (as defined in the Registration
Rights Agreement) registering this Note under the Securities Act has been declared or becomes
effective and this Note has been sold or otherwise transferred by the holder thereof pursuant to
and in a manner contemplated by such effective Shelf Registration Statement; or (iii) this Note is
sold pursuant to Rule 144 under circumstances in which any legend borne by this Note relating to
restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the
Issuers or pursuant to the Indenture referred to on the reverse hereof: From and including the
date on which a Registration Default (as defined below) shall occur to but excluding the date on
which such Registration Default has been cured, additional interest will accrue on this Note until
such time as all Registration Defaults have been cured at the rate of (a) prior to the
91st day of such period (for so long as such period is continuing), 0.25% per annum and
(b) thereafter (so long as such period is continuing), 0.25% per annum. Any such additional
interest shall not exceed such respective rates for such respective periods, and shall not in any
event exceed 0.50% per annum in the aggregate, regardless of the number of Registration Defaults
that shall have occurred and be continuing. Any such additional interest shall be paid in the same
manner and on the same dates as interest payments in respect of this Note. Following the cure of
all Registration Defaults, the accrual of such additional interest will cease. A Registration
Default under clause (iii) or (iv) below will be deemed cured upon consummation of the Exchange
Offer in the case of a Shelf Registration Statement required to be filed due to a failure to
consummate the Exchange Offer within the required time period. For purposes of the foregoing, each
of the following events, as more particularly defined in the Registration Rights Agreement, is a
“Registration Default”: (i) the Exchange Registration Statement has not become effective
or been declared effective on or before 330 days after the Issue Date; (ii) the Exchange Offer has
not been consummated within 360 days after the Issue Date; (iii) if a Shelf Registration Statement
required by the Registration Rights Agreement is not declared effective by the SEC on or before 240
days after the date on which the obligation to file the Shelf Registration Statement arises; or
(iv) if any Shelf Registration Statement required by the Registration Rights Agreement is filed and
declared effective, and during the period the Issuers are required to use their commercially
reasonable efforts to cause the Shelf Registration Statement to remain effective, (1) the Issuers
shall have suspended the Shelf Registration Statement for more than 360 days in the ag-




A-2









 







gregate in any consecutive twelve-month period and be continuing to suspend the availability
of the Shelf Registration Statement, or (2) the Shelf Registration Statement ceases to be effective
(other than by action of the Issuers) without being replaced within 90 days by a Shelf Registration
Statement that is filed and declared effective.]6 7




          Payment of the principal of (and premium, if any) and interest on this Note will be made at
the office of the applicable Paying Agent, or such other office or agency of the Issuers maintained
for that purpose; provided, however, that at the option of the Issuers payment of interest may be
made by check mailed to the address of the Person entitled thereto as such address shall appear in
the Note Register.



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



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





 




			
	6	 	Include only for Initial Note when required by the
Registration Rights Agreement.
	 
	7	 	For an Initial Additional Note, add any similar
provision, if any, as may be agreed by the Issuers with respect to additional
interest on such Initial Additional Note.




A-3









 










          IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed.




	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RSC HOLDINGS III, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-4









 






	 	 	 	 	 


This is one of the Notes referred to in the within-mentioned Indenture.




	 	 	 	 	 
	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated:




A-5









 





(REVERSE OF NOTE)




          This Note is one of the duly authorized issue of 101/4% Senior Notes due 2019 of the Issuers
(herein called the “Notes”), issued under an Indenture, dated as of November 17, 2009
(herein called the “Indenture,” which term shall have the meanings assigned to it in such
instrument), among the Issuers, the Subsidiary Guarantors from time to time parties thereto, and
Wells Fargo Bank, National Association, 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 Issuers, any other obligor upon this Note, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the
Notes include those stated in the Indenture and those made a part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended, as in effect from time to time (the “TIA”).
The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for
a statement of such terms. Additional Notes may be issued under the Indenture which will vote as a
class with the Notes and otherwise be treated as Notes for purposes of the Indenture.




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




          This Note may hereafter be entitled to certain senior Subsidiary Guarantees, made for the
benefit of the Holders. Reference is made to Article XIII of the Indenture for terms relating to
such Subsidiary Guarantees, if any, including the release, termination and discharge thereof. None
of the Issuers or any Subsidiary Guarantor shall be required to make any notation on this Note to
reflect any Subsidiary Guarantee or any such release, termination or discharge.




          The Notes will be redeemable, at the Issuers’ option, in whole or in part, at any time and
from time to time on and after November 15, 2014 and prior to maturity at the applicable redemption
price set forth below. Such redemption may be made upon notice mailed by first-class mail to the
registered address of each Holder of Notes to be redeemed, in accordance with the Indenture. The
Issuers may provide in such notice that payment of the redemption price and the performance of the
Issuers’ obligations with respect to such redemption may be performed by another Person. Any such
redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or
more conditions precedent, including but not limited to the occurrence of a Change of Control. The
Notes will be so redeemable at the following redemption prices (expressed as a percentage of
principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date to receive interest
due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on
November 15 of the years set forth below:




	 	 	 	 	 
	Redemption Period	 	Price
	2014
	 	 	105.125	%
	2015
	 	 	103.417	%
	2016
	 	 	101.708	%
	2017 and thereafter
	 	 	100.000	%






A-6









 






          In addition, at any time and from time to time on or prior to November 15, 2012, the Issuers
at their option may redeem Notes in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of Notes (including the principal amount of any Additional
Notes), with funds in an equal aggregate amount not exceeding the aggregate proceeds of one or more
Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of
110.250%, plus accrued and unpaid interest, if any, 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); provided, however, that an aggregate principal amount of Notes equal to at least 65%
of the original aggregate principal amount of Notes (including the principal amount of any
Additional Notes) must remain outstanding after each such redemption. The Issuers may make such
redemption upon notice mailed by first-class mail to each Holder’s registered address in accordance
with the Indenture (but in no event more than 90 days after the completion of the related Equity
Offering). The Issuers may provide in such notice that payment of the redemption price and
performance of the Issuers’ obligations with respect to such redemption may be performed by another
Person. Any such notice may be given prior to the completion of the related Equity Offering, and
any such redemption or notice may, at the Issuers’ discretion, be subject to the satisfaction of
one or more conditions precedent, including the completion of the related Equity Offering.




          At any time prior to November 15, 2014, Notes may also be redeemed or purchased (by the
Issuers or any other Person) in whole or in part, at the Issuers’ option, at a price equal to 100%
of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest,
if any, 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). Such redemption or purchase
may be made upon notice mailed by first-class mail to the registered address of each Holder of
Notes to be redeemed or purchased, in accordance with the Indenture. The Issuers may provide in
such notice that payment of the Redemption Price and performance of the Issuers’ obligations with
respect to such redemption or purchase may be performed by another Person. Any such redemption,
purchase or notice may, at the Issuers’ discretion, be subject to the satisfaction of one or more
conditions precedent, including but not limited to the occurrence of a Change of Control.




          The Indenture provides that, upon the occurrence after the Issue Date of a Change of Control,
each Holder will have the right to require that the Issuers repurchase all or any part of such
Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of such repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that the Issuers shall not be obligated to repurchase Notes in
the event it has exercised its right to redeem all the Notes as described above.




          The Notes will not be entitled to the benefit of a sinking fund.




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




A-7









 








          If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of and accrued but unpaid interest on the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuers and the rights of the Holders of the
Notes to be effected under the Indenture at any time by the Issuers and the Trustee with the
consent of the Holders of at least a majority in principal amount of the Notes at the time
Outstanding to be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the
Holders of all Notes, to waive compliance by the Issuers 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note 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
Note.




          As provided in and subject to the provisions of the Indenture, the Holder of this Note 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
Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding
shall have made written request to the Trustee to pursue such remedy in respect of such Event of
Default as Trustee and offered the Trustee security or indemnity reasonably satisfactory to it
against any loss, liability or expense, and the Trustee shall not have received from the Holders of
a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of security or indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note 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 Note is registrable in the Note Register, upon surrender of this Note for
registration of transfer at the office or agency of the Issuers in a Place of Payment, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers
and the Note Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Notes of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.




          The Notes are issuable only in fully registered form without coupons in minimum denominations
of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for a




A-8









 







like aggregate principal amount of Notes 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, transfer or exchange, but the
Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental
charge that may be imposed in connection therewith.




          Prior to due presentment of this Note for registration or transfer, the Issuers, any other
obligor in respect of this Note, the Trustee and any agent of the Issuers, such other obligor or
the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuers, any other obligor upon this
Note, the Trustee nor any such agent shall be affected by notice to the contrary.




          No director, officer, employee, incorporator or stockholder, as such, of the Issuers, any
Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation
of the Issuers, or any Subsidiary Guarantor under the Indenture, the Notes or any Subsidiary
Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its
creation. Each Holder, by accepting this Note, hereby waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.




          THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUERS, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY
THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED
STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE SUBSIDIARY
GUARANTEES.




A-9









 








[FORM OF CERTIFICATE OF TRANSFER]




          FOR VALUE RECEIVED the undersigned holder hereby sell(s), assign(s) and transfer(s) unto                                         
                                                                                




Insert Taxpayer Identification No.
                                                                                                                        



(Please print or typewrite name and address including zip code of assignee)



 



 




 



 




the within Note and all rights thereunder, hereby irrevocably constituting and appointing




 




 




attorney to transfer such Note on the books of the Issuers with full power of substitution in the
premises.




Check One





	o (a). 	 	 this Note is being transferred in compliance with the exemption
from registration under the Securities Act of 1933, as amended,
provided by Rule 144A thereunder.





or





	o (b).	 	  this Note is being transferred other than in accordance with (a) above and
documents are being furnished which comply with the conditions of transfer set forth
in this Note and the Indenture.




If neither of the foregoing boxes is checked, the Trustee or other Note Registrar shall not be
obligated to register this Note in the name of any Person other than the Holder hereof unless and
until the conditions to any such transfer of registration set forth herein and in Section 313 of
the Indenture shall have been satisfied.




Date:                               




                                        




A-10









 








NOTICE: The signature to this assignment must

correspond with the name as written upon the face of

the within-mentioned instrument in every particular,

without alteration or any change whatsoever.




Signature Guarantee:
                                                                                                                                                                                    




          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




A-11









 








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




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




	 	 	 	 
	Dated:                                         

	 	
 

NOTICE: To be executed by an executive officer






A-12









 






OPTION OF HOLDER TO ELECT PURCHASE




          If you wish to have this Note purchased by the Issuers pursuant to Section 411 or 415 of the
Indenture, check the box: o.




          If you wish to have a portion of this Note purchased by the Issuers pursuant to Section 411 or
415 of the Indenture, state the amount (in principal amount) below:




$                     




Date:                                         




Your Signature:                                         




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




Signature Guarantee:                                         




          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




A-13









 








SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




The following increases or decreases in this Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	Signature of
	 	 	 	 	 	 	this Global Note	 	authorized
	 	 	Amount of decreases	 	Amount of increases	 	following such	 	signatory of
	 	 	in Principal Amount	 	in Principal Amount	 	decreases or	 	Trustee or Notes
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	increases	 	Custodian
	 
	 	 	 	 	 	 	 	 






A-14












 





EXHIBIT B




Form of Exchange Note1

(FACE OF NOTE)




RSC EQUIPMENT RENTAL, INC.

RSC HOLDINGS III, LLC




101/4% Senior Notes due 2019




CUSIP No.

No.                               $                     




          RSC Equipment Rental, Inc., a corporation duly organized and existing under the laws of the
State of Arizona (and its successors and assigns), and RSC Holdings III, LLC, a limited liability
company duly organized and existing under the laws of the State of Delaware (collectively, the
“Issuers”), promise to pay to                                                   , or registered assigns, the principal
sum of $                          ([                    ] United States Dollars) [(or such
lesser or greater amount as shall be outstanding hereunder from time to time in accordance with
Sections 312 and 313 of the Indenture referred to on the reverse hereof)]2 (the
“Principal Amount”) on November 15, 2019. The Issuers promise to pay interest
semi-annually in arrears on May 15 and November 15 in each year, commencing November 17, 2009, at
the rate of 10.250% per annum, except that interest accrued on this Note for periods prior to the
date on which the Initial Note was surrendered in exchange for this Note will accrue at the rate or
rates borne by such Initial Note from time to time during such periods, until the Principal Amount
is paid or made available for payment. [Interest on this Note will accrue from the most recent
date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided
for or, if no interest has been paid, from the Issue Date.]3 [Interest on this Note
will accrue (or will be deemed to have accrued) from the most recent date to which interest on this
Note or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has
been paid, from                     ,      4.]5 Interest on the Notes shall be computed
on the basis of a 360-day year of






 




			
	1	 	Insert any applicable legends from Article II.
	 
	2	 	Include only if the Note is issued in global form.
	 
	3	 	Include only for Original Notes.
	 
	4	 	Insert the Interest Payment Date immediately preceding
the date of issuance of the applicable Additional Notes, or if the date of
issuance of such Additional Notes is an Interest Payment Date, such date of
issuance.
	 
	5	 	Include only for Exchange Notes issued in the exchange
for Additional Notes.




B-1









 









twelve 30-day months. 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 Note (or one or more Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 or November 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 Note (or one or more
Predecessor Notes) 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
Notes not more than 15 days nor 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 Notes 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 Note will be made at
the Corporate Trust Office of the Trustee, or such other office or agency of the Issuers
maintained for that purpose; provided, however, that at the option of the Issuers payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Note Register.




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




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




B-2









 








          IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed.




	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RSC HOLDINGS III, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-3









 






	 	 	 	 	 



          This is one of the Notes referred to in the within-mentioned Indenture.




	 	 	 	 	 
	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated:




B-4









 








(REVERSE OF NOTE)




          This Note is one of the duly authorized issue of 101/4% Senior Notes due 2019 of the Issuers
(herein called the “Notes”), issued under an Indenture, dated as of November 17, 2009
(herein called the “Indenture,” which term shall have the meanings assigned to it in such
instrument), among the Issuers, the Subsidiary Guarantors from time to time parties thereto, and
Wells Fargo Bank, National Association, 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 Issuers, any other obligor upon this Note, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the
Notes include those stated in the Indenture and those made a part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended, as in effect from time to time (the “TIA”).
The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for
a statement of such terms. Additional Notes may be issued under the Indenture which will vote as a
class with the Notes and otherwise be treated as Notes for purposes of the Indenture.




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




          This Note may hereafter be entitled to certain senior Subsidiary Guarantees made for the
benefit of the Holders. Reference is made to Article XIII of the Indenture for terms relating to
such Subsidiary Guarantees, if any, including the release, termination and discharge thereof. None
of the Issuers or any Subsidiary Guarantor shall be required to make any notation on this Note to
reflect any Subsidiary Guarantee or any such release, termination or discharge.




          The Notes will be redeemable, at the Issuers’ option, in whole or in part, at any time and
from time to time on and after November 15, 2014 and prior to maturity at the applicable redemption
price set forth below. Such redemption may be made upon notice mailed by first-class mail to the
registered address of each Holder of Notes to be redeemed, in accordance with the Indenture. The
Issuers may provide in such notice that payment of the redemption price and the performance of the
Issuers’ obligations with respect to such redemption may be performed by another Person. Any such
redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or
more conditions precedent, including but not limited to the occurrence of a Change of Control. The
Notes will be so redeemable at the following redemption prices (expressed as a percentage of
principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date to receive interest
due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on
November 15 of the years set forth below:




	 	 	 	 	 
	Redemption Period	 	Price
	2014
	 	 	105.125	%
	2015
	 	 	103.417	%
	2016
	 	 	101.708	%
	2017 and thereafter
	 	 	100.000	%






B-5









 






          In addition, at any time and from time to time on or prior to November 15, 2012, the Issuers
at their option may redeem Notes in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of Notes (including the principal amount of any Additional
Notes), with funds in an equal aggregate amount not exceeding the aggregate proceeds of one or more
Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of
110.250% plus accrued and unpaid interest, if any, 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); provided, however, that an aggregate principal amount of Notes equal to at least 65%
of the original aggregate principal amount of Notes (including the principal amount of any
Additional Notes) must remain outstanding after each such redemption. The Issuers may make such
redemption upon notice mailed by first-class mail to each Holder’s registered address in accordance
with the Indenture (but in no event more than 90 days after the completion of the related Equity
Offering). The Issuers may provide in such notice that payment of the redemption price and
performance of the Issuers’ obligations with respect to such redemption may be performed by another
Person. Any such notice may be given prior to the completion of the related Equity Offering, and
any such redemption or notice may, at the Issuers’ discretion, be subject to the satisfaction of
one or more conditions precedent, including the completion of the related Equity Offering.




          At any time prior to November 15, 2014, Notes may also be redeemed or purchased (by the
Issuers or any other Person) in whole or in part, at the Issuers’ option, at a price equal to 100%
of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest,
if any, 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). Such redemption or purchase
may be made upon notice mailed by first-class mail to the registered address each Holder of Notes
to be redeemed or purchased, in accordance with the Indenture. The Issuers may provide in such
notice that payment of the Redemption Price and performance of the Issuers’ obligations with
respect to such redemption or purchase may be performed by another Person. Any such redemption,
purchase or notice may, at the Issuers’ discretion, be subject to the satisfaction of one or more
conditions precedent, including but not limited to the occurrence of a Change of Control.




          The Indenture provides that, upon the occurrence after the Issue Date of a Change of Control,
each Holder will have the right to require that the Issuers repurchase all or any part of such
Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of such repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that the Issuers shall not be obligated to repurchase Notes in
the event it has exercised its right to redeem all the Notes as described above.




          The Notes will not be entitled to the benefit of a sinking fund.




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




B-6









 








          If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of and accrued but unpaid interest on the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuers and the rights of the Holders of the
Notes to be effected under the Indenture at any time by the Issuers and the Trustee with the
consent of the Holders of at least a majority in principal amount of the Notes at the time
Outstanding to be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the
Holders of all Notes, to waive compliance by the Issuers 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note 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
Note.




          As provided in and subject to the provisions of the Indenture, the Holder of this Note 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
Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding
shall have made written request to the Trustee to pursue such remedy in respect of such Event of
Default as Trustee and offered the Trustee security or indemnity reasonably satisfactory to it
against any loss, liability or expense, and the Trustee shall not have received from the Holders of
a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of security or indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note 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 Note is registrable in the Note Register, upon surrender of this Note for
registration of transfer at the office or agency of the Issuers in a Place of Payment, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers
and the Note Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Notes of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.




          The Notes are issuable only in fully registered form without coupons in minimum denominations
of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for a



B-7









 






like aggregate principal amount of Notes 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, transfer or exchange, but the
Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental
charge that may be imposed in connection therewith.




          Prior to due presentment of this Note for registration or transfer, the Issuers, any other
obligor in respect of this Note, the Trustee and any agent of the Issuers, such other obligor or
the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuers, any other obligor upon this
Note, the Trustee nor any such agent shall be affected by notice to the contrary.




          No director, officer, employee, incorporator or stockholder, as such, of the Issuers, any
Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation
of the Issuers, or any Subsidiary Guarantor under the Indenture, the Notes or any Subsidiary
Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its
creation. Each Holder, by accepting this Note, hereby waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.




          THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUERS, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY
THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED
STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE SUBSIDIARY
GUARANTEES.




B-8









 








[FORM OF CERTIFICATE OF TRANSFER]




          FOR VALUE RECEIVED the undersigned holder hereby sell(s), assign(s) and transfer(s) unto
                                                            



Insert Taxpayer Identification No.
 




(Please print or typewrite name and address including zip code of assignee)



 




 




the within Note and all rights thereunder, hereby irrevocably constituting and appointing



 




attorney to transfer such Note on the books of the Issuers with full power of substitution in the
premises.




NOTICE: The signature to this assignment must

correspond with the name as written upon the face of

the within-mentioned instrument in every particular,

without alteration or any change whatsoever.




Signature Guarantee:
 





          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




B-9









 








OPTION OF HOLDER TO ELECT PURCHASE




          If you wish to have this Note purchased by the Issuers pursuant to Section 411 or 415 of the
Indenture, check the box: o.




          If you wish to have a portion of this Note purchased by the Issuers pursuant to Section 411 or
415 of the Indenture, state the amount (in principal amount) below:




$                    




	 	 	 	 	 
	Date:

 


Your Signature:

 

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


 
	Signature Guarantee:

 

 	 	 
	 	 	 



          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




B-10









 








SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




          The following increases or decreases in this Global Note have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	 	Signature of	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	authorized	 
	 	 	Amount of decreases	 	 	Amount of increases	 	 	following such	 	 	signatory of	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	decreases or	 	 	Trustee or Notes	 
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increases	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





B-11









 






EXHIBIT C




Form of Certificate of Beneficial Ownership




On or after [                    ], 20[   ]




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee and Registrar — DAPS Reorg

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com





	 	Re: 	 	[RSC Equipment Rental, Inc. and RSC Holdings III, LLC] (the “Issuers”)

101/4% Senior Notes due 2019 (the “Notes”)





Ladies and Gentlemen:




          This letter relates to $                     principal amount of Notes represented by the offshore
[temporary] global note certificate (the “[Temporary] Regulation S Global Note”). Pursuant
to Section 313(3) of the Indenture dated as of November 17, 2009 relating to the Notes (the
“Indenture”), we hereby certify that (1) we are the beneficial owner of such principal
amount of Notes represented by the [Temporary] Regulation S Global Note and (2) we are either (i) a
Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of
Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the
“Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require
registration under the Act.




          You, the Issuers and counsel for the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this certificate have the meanings set forth in Regulation S.




	 	 	 	 	 
	 	Very truly yours,



[Name of Holder]

 	 
	 	By:  	 	 
	 	 	Authorized Signature 	 
	 	 	 	 



C-1









 






	 	 	 	 	 



EXHIBIT D




Form of Regulation S Certificate




Regulation S Certificate




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee and Registrar — DAPS Reorg

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com





	 	Re: 	 	RSC Equipment Rental, Inc. and RSC Holdings III, LLC (the “Issuers”)

 101/4% Senior Notes due 2019 (the “Notes”)





Ladies and Gentlemen:




          In connection with our proposed sale of $                     aggregate principal amount of Notes, we confirm
that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation
S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly, we hereby certify as follows:





     1. The offer of the Notes was not made to a person in the United States (unless such
person or the account held by it for which it is acting is excluded from the definition of
“U.S. person” pursuant to Rule 902(k) of Regulation S under the circumstances described in
Rule 902(h)(3) of Regulation S) or specifically targeted at an identifiable group of U.S.
citizens abroad.




     2. Either (a) at the time the buy order was originated, the buyer was outside the
United States or we and any person acting on our behalf reasonably believed that the buyer
was outside the United States or (b) the transaction was executed in, on or through the
facilities of a designated offshore securities market, and neither we nor any person acting
on our behalf knows that the transaction was pre-arranged with a buyer in the United States.




     3. No directed selling efforts have been made in the United States in contravention of
the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable.




     4. The proposed transfer of Notes is not part of a plan or scheme to evade the
registration requirements of the Securities Act.




     5. If we are a dealer or a person receiving a selling concession or other fee or
remuneration in respect of the Notes, and the proposed transfer takes place before end of



D-1









 







the distribution compliance period under Regulation S, or we are an officer or director
of the Issuers or a distributor, we certify that the proposed transfer is being made in
accordance with the provisions of Rules 903 and 904 of Regulation S.




     6. If the proposed transfer takes place before the end of the distribution compliance
period under Regulation S, the beneficial interest in the Notes so transferred will be held
immediately thereafter through Euroclear (as defined in such Indenture) or Clearstream (as
defined in such Indenture).




     7. We have advised the transferee of the transfer restrictions applicable to the Notes.



          You, the Issuers and counsel for the Issuers are entitled to rely upon this Certificate and
are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the matters covered
hereby. Terms used in this certificate have the meanings set forth in Regulation S.




	 	 	 	 	 
	 	Very truly yours,



[NAME OF SELLER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 



Date of this Certificate:                      __, 20__




D-2









 








EXHIBIT E




Form of Supplemental Indenture in Respect of Subsidiary Guarantee




          SUPPLEMENTAL INDENTURE, dated as of [                    ] (this “Supplemental Indenture”), among
[name of Guarantor(s)] (the “Subsidiary Guarantor(s)”), RSC Equipment Rental, Inc., a
corporation duly organized and existing under the laws of the State of Arizona and RSC Holdings
III, LLC, a limited liability company duly organized and existing under the laws of the State of
Delaware (collectively and together with its respective successors and assigns, the
“Issuers”), and each other then existing Subsidiary Guarantor under the Indenture referred
to below (the “Existing Guarantors”), and Wells Fargo Bank, National Association, as
Trustee under the Indenture referred to below.




WITNESSETH:




          WHEREAS, the Issuers, any Existing Guarantors and the Trustee have heretofore become parties
to an Indenture, dated as of November 17, 2009 (as amended, supplemented, waived or otherwise
modified, the “Indenture”), providing for the issuance of 101/4% Senior Notes due 2019 of the
Company (the “Notes”);




          WHEREAS, Section 1308 of the Indenture provides that the Issuers are required to cause the
Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to
which the Subsidiary Guarantors shall guarantee the Issuers’ Subsidiary Guaranteed Obligations
under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and
in Article XIII of the Indenture;




          WHEREAS, each Subsidiary Guarantor desires to enter into such supplemental indenture for good
and valuable consideration, including substantial economic benefit in that the financial
performance and condition of such Subsidiary Guarantor is dependent on the financial performance
and condition of the Issuers, the obligations hereunder of which such Subsidiary Guarantor has
guaranteed, and on such Subsidiary Guarantor’s access to working capital through the Issuers’
access to revolving credit borrowings under the Senior Credit Agreements; and




          WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to
execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any
Holder;




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Issuers,
the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders
of the Notes as follows:






     1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The
words “herein,” “hereof” and “hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular Section hereof.



E-1









 






     2. Agreement to Guarantee. [The] [Each] Subsidiary Guarantor hereby agrees,
jointly and severally with [all] [any] other Subsidiary Guarantors and fully and
unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and
the Notes on the terms and subject to the conditions set forth in Article XIII of the
Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable
provisions of the Indenture as a Subsidiary Guarantor.




     3. Termination, Release and Discharge. [The] [Each] Subsidiary Guarantor’s
Subsidiary Guarantee shall terminate and be of no further force or effect, and [the] [each]
Subsidiary Guarantor shall be released and discharged from all obligations in respect of
such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture.




     4. Parties. Nothing in this Supplemental Indenture is intended or shall be
construed to give any Person, other than the Holders and the Trustee, any legal or equitable
right, remedy or claim under or in respect of [the] [each] Subsidiary Guarantor’s Subsidiary
Guarantee or any provision contained herein or in Article XIII of the Indenture.




     5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY,
ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS
AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN
THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS SUPPLEMENTAL INDENTURE.




     6. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed
and all the terms, conditions and provisions thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Indenture for all purposes, and every
Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
The Trustee makes no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.




     7. Counterparts. The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute one and the
same agreement.




     8. Headings. The Section headings herein are for convenience of reference only
and shall not be deemed to alter or affect the meaning or interpretation of any provisions
hereof.



E-2









 





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




	 	 	 	 	 
	 	[NAME OF SUBSIDIARY GUARANTOR(S)], as Subsidiary
Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RSC EQUIPMENT RENTAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RSC HOLDINGS III, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



E-3









 






	 	 	 	 	 



EXHIBIT F




Form of Merger Supplemental Indenture




          SUPPLEMENTAL INDENTURE, dated as of [                    ] (this “Supplemental Indenture”), among
[Name of Successor Company] (the “Company”) and Wells Fargo Bank, National Association, as
Trustee under the Indenture referred to below.




WITNESSETH:




          WHEREAS, [Name of Predecessor Company or Companies] (the “Predecessor Company”) and
the Trustee have heretofore become parties to an Indenture, dated as of November 17, 2009 (as
amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the
issuance of 101/4% Senior Notes due 2019 of the Company (the “Notes”);




          WHEREAS, the Company is the successor by merger to the Predecessor Company and Section 501 of
the Indenture contemplates that the Company will execute and deliver to the Trustee a supplemental
indenture pursuant to which the Company shall expressly assume all the obligations of the Company
under the Notes and this Indenture;




          WHEREAS, the Company desires to enter into such supplemental indenture for good and valuable
consideration; and




          WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to
execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any
Holder;




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually
covenant and agree for the benefit of the Holders of the Notes as follows:






     1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The
words “herein,” “hereof” and “hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular Section hereof.




     2. Assumption. The Company hereby expressly assumes and agrees promptly to
pay, perform and discharge when due each and every debt, obligation, covenant and agreement
incurred, made or to be paid, performed or discharged by the Predecessor Company under the
Indenture and the Notes. The Company hereby agrees to be bound by all the terms, provisions
and conditions of the Indenture and the Notes and agrees that it shall be the successor
Company and shall succeed to, and be substituted for, and may exercise every right and power
of the Predecessor Company, as the predecessor Company, under the Indenture and the Notes.



F-1









 






     3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY,
ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS
AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN
THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS SUPPLEMENTAL INDENTURE.




     4. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed
and all the terms, conditions and provisions thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Indenture for all purposes, and every
Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
The Trustee makes no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.




     5. Counterparts. The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute one and the
same agreement.




     6. Headings. The Section headings herein are for convenience of reference only
and shall not be deemed to alter or affect the meaning or interpretation of any provisions
hereof.



F-2









 





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




	 	 	 	 	 
	 	[NAME OF SUCCESSOR COMPANY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



F-3









 






	 	 	 	 	 



EXHIBIT G




[Form of Certificate from Acquiring Institutional Accredited Investors




Certificate from Acquiring Institutional Accredited Investor]




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee and Registrar — DAPS Reorg

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com





	 	Re: 	 	RSC Equipment Rental, Inc. and RSC Holdings III, LLC (the “Issuers”)

101/4% Senior Notes due 2019 (the “Notes”)





Ladies and Gentlemen:




          In connection with our proposed sale of $                     aggregate principal amount of Notes, we confirm
that:





     1. We understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture dated as of November 17, 2009
relating to the Notes (the “Indenture”) and the undersigned agrees to be bound by,
and not to resell, pledge or otherwise transfer the Notes except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the “Securities
Act”).




     2. We understand that the Notes have not been registered under the Securities Act or
any other applicable securities law, and that the Notes may not be offered, sold or
otherwise transferred except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if
we should offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Notes
within two years after the original issuance of the Notes, we will do so only (A) to the
Issuers, (B) inside the United States to a “qualified institutional buyer” in compliance
with Rule 144A under the Securities Act, (C) inside the United States to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes to you a
signed letter substantially in the form of this letter, (D) outside the United States to a
foreign person in compliance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the exemption from registration provided by Rule 144 under the Securities Act
(if available), or (F) pursuant to an effective registration statement under the Securities
Act, and we further agree to provide to any person purchasing any of the Notes from us a
notice advising such purchaser that resales of the Notes are restricted as stated herein and
in the Indenture.



G-1









 






     3. We understand that, on any proposed transfer of any Notes prior to the later of the
original issue date of the Notes and the last date the Notes were held by an affiliate of
the Issuers pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to furnish
to you and the Issuers such certifications, legal opinions and other information as you and
the Issuers may reasonably require to confirm that the proposed transfer complies with the
foregoing restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.




     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our investment in
the Notes, and we and any accounts for which we are acting are acquiring the Notes for
investment purposes and not with a view to, or offer or sale in connection with, any
distribution in violation of the Securities Act, and we are each able to bear the economic
risk of our or its investment.




     5. We are acquiring the Notes purchased by us for our own account or for one or more
accounts (each of which is an institutional “accredited investor”) as to each of
which we exercise sole investment discretion.



          You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.




	 	 	 	 	 
	 	Very truly yours,



(Name of Transferee)

 	 
	 	By:  	 	 
	 	 	Authorized Signature 	 
	 	 	 	 
	 




G-2