Exhibit 4.1


 


EXECUTION VERSION


 


UNITED RENTALS (NORTH AMERICA), INC.


 


as the Company


 


and


 


UNITED RENTALS, INC.


 


and


 


THE SUBSIDIARIES NAMED HEREIN


 


as Guarantors


 


to


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


as Trustee


 





 



 


Indenture


 


Dated as of August 10, 2020


 





 



 


$1,100,000,000


 


3.875% Senior Notes due 2031


 









     


     


    

 


CROSS REFERENCE TABLE1


 


	Trust Indenture Act	 	Indenture
	Section	 	Section
	 	 	 
	310(a)(1)	 	6.09
	310(a)(2)	 	6.09
	310(a)(3)	 	N.A.2
	310(a)(4)	 	N.A.
	310(a)(5)	 	N.A.
	310(b)	 	6.08; 6.10
	310(c)	 	N.A.
	311(a)	 	6.13
	311(b)	 	6.13
	311(c)	 	N.A.
	312(a)	 	7.01;7.02
	312(b)	 	7.02
	312(c)	 	7.02
	313(a)	 	7.03
	313(b)	 	7.03
	313(c)	 	1.06; 7.03
	313(d)	 	7.03
	314(a)	 	7.04
	314(a)(4)	 	1.02
	314(b)	 	N.A.
	314(c)(1)	 	1.02
	314(c)(2)	 	1.02
	314(c)(3)	 	N.A.
	314(d)	 	N.A.
	314(e)	 	1.02
	314(f)	 	N.A.
	315(a)	 	6.01
	315(b)	 	6.02
	315(c)	 	6.01
	315(d)	 	6.01
	315(e)	 	5.14
	316(a)(1)(A)	 	5.12
	316(a)(1)(B)	 	5.13
	316(a)(2)	 	N.A.
	316(a)(last sentence)	 	1.013
	316(b)	 	5.07; 5.08
	316(c)	 	1.04
	317(a)(1)	 	5.03
	317(a)(2)	 	5.04
	317(b)	 	10.03
	318(a)	 	1.07







 





 






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


 


2 Not Applicable.


 


3 Definition of “Outstanding.”


 






     (i)


     


    

 


TABLE OF CONTENTS


 




	ARTICLE I 

Definitions and Other Provisions 

of General Application
	 
	SECTION 1.01.   Definitions	1
	SECTION 1.02.   Compliance Certificates and Opinions	35
	SECTION 1.03.   Form of Documents Delivered to Trustee	35
	SECTION 1.04.   Acts of Holders; Record Dates	36
	SECTION 1.05.   Notices to Trustee, the Company or a Guarantor	38
	SECTION 1.06.   Notice to Holders; Waiver	38
	SECTION 1.07.   Conflict with Trust Indenture Act	38
	SECTION 1.08.   Effect of Headings and Table of Contents	38
	SECTION 1.09.   Successors and Assigns	39
	SECTION 1.10.   Separability Clause	39
	SECTION 1.11.   Benefits of Indenture	39
	SECTION 1.12.   Governing Law	39
	SECTION 1.13.   Legal Holidays	39
	SECTION 1.14.   Waiver of Jury Trial	39
	SECTION 1.15.   Force Majeure	39
	SECTION 1.16.   U.S.A. Patriot Act	39
	SECTION 1.17.   Copies of Transaction Documents	40
	 	 
	ARTICLE II 

Security Forms
	 
	SECTION 2.01.   Form and Dating	40
	 	 
	ARTICLE III 

The Securities
	 
	SECTION 3.01.   Title and Terms	40
	SECTION 3.02.   Denominations	41
	SECTION 3.03.   Execution and Authentication	41
	SECTION 3.04.   Temporary Securities	41
	SECTION 3.05.   Registration, Registration of Transfer and Exchange	42
	SECTION 3.06.   Mutilated, Destroyed, Lost and Stolen Securities	43
	SECTION 3.07.   Payment of Interest; Rights Preserved	44
	SECTION 3.08.   Persons Deemed Owners	45
	SECTION 3.09.   Cancellation	45
	SECTION 3.10.   Computation of Interest	46
	SECTION 3.11.   CUSIP and ISIN Numbers	46
	SECTION 3.12.   Deposits of Monies	46
	SECTION 3.13.   Issuance of Additional Securities	46



 






     (ii)


     


    

 


	ARTICLE IV 

Satisfaction and Discharge
	 
	SECTION 4.01.   Satisfaction and Discharge of Indenture	47
	SECTION 4.02.   Application of Trust Money	48
	 	 
	ARTICLE V 

Remedies
	 
	SECTION 5.01.   Events of Default	48
	SECTION 5.02.   Acceleration of Maturity; Rescission and Annulment	50
	SECTION 5.03.   Collection of Indebtedness and Suits for Enforcement by Trustee	52
	SECTION 5.04.   Trustee May File Proofs of Claim	53
	SECTION 5.05.   Trustee May Enforce Claims Without Possession of Securities	53
	SECTION 5.06.   Application of Money Collected	54
	SECTION 5.07.   Limitation on Suits	54
	SECTION 5.08.   Unconditional Right of Holders to Receive Principal, Premium and Interest	55
	SECTION 5.09.   Restoration of Rights and Remedies	55
	SECTION 5.10.   Rights and Remedies Cumulative	55
	SECTION 5.11.   Delay or Omission Not Waiver	55
	SECTION 5.12.   Control by Holders	55
	SECTION 5.13.   Waiver of Past Defaults	56
	SECTION 5.14.   Undertaking for Costs	56
	SECTION 5.15.   Waiver of Stay or Extension Laws	56
	 	 
	ARTICLE VI 

The Trustee
	 
	SECTION 6.01.   Certain Duties and Responsibilities	57
	SECTION 6.02.   Notice of Defaults	57
	SECTION 6.03.   Certain Rights of Trustee	58
	SECTION 6.04.   Not Responsible for Recitals or Issuance of Securities	59
	SECTION 6.05.   May Hold Securities	59
	SECTION 6.06.   Money Held in Trust	59
	SECTION 6.07.   Compensation and Reimbursement	60
	SECTION 6.08.   Conflicting Interests	60
	SECTION 6.09.   Corporate Trustee Required; Eligibility	60
	SECTION 6.10.   Resignation and Removal; Appointment of Successor	61
	SECTION 6.11.   Acceptance of Appointment by Successor	62
	SECTION 6.12.   Merger, Conversion, Consolidation or Succession to Business	63
	SECTION 6.13.   Preferential Collection of Claims Against the Company or a Guarantor	63
	SECTION 6.14.   Appointment of Authenticating Agent	63



 






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	ARTICLE VII 

Holders’ Lists and Reports by Trustee and Company
	 
	SECTION 7.01.   Company to Furnish Trustee Names and Addresses of Holders	64
	SECTION 7.02.   Preservation of Information; Communications to Holders	64
	SECTION 7.03.   Reports by Trustee	65
	SECTION 7.04.   Reports by Company	65
	 	 
	ARTICLE VIII 

Consolidation, Merger, Sale of Assets, etc.
	 
	SECTION 8.01.   Company May Consolidate, Etc. Only on Certain Terms	65
	SECTION 8.02.   Successor Substituted

                                  
	66
	ARTICLE IX 

Amendments; Waivers; Supplemental Indentures
	 
	SECTION 9.01.   Amendments, Waivers and Supplemental Indentures Without Consent of Holders	67
	SECTION 9.02.   Modifications, Amendments and Supplemental Indentures with Consent of Holders	68
	SECTION 9.03.   Execution of Supplemental Indentures	68
	SECTION 9.04.   Effect of Supplemental Indentures	69
	SECTION 9.05.   Conformity with Trust Indenture Act	69
	SECTION 9.06.   Reference in Securities to Supplemental Indentures	69
	SECTION 9.07.   Waiver of Certain Covenants	69
	SECTION 9.08.   No Liability for Certain Persons	69
	 	 
	ARTICLE X 

Covenants
	 
	SECTION 10.01.   Payment of Principal, Premium and Interest	70
	SECTION 10.02.   Maintenance of Office or Agency	70
	SECTION 10.03.   Money for Security Payments to be Held in Trust	70
	SECTION 10.04.   Existence; Activities	71
	SECTION 10.05.   [Reserved]	72
	SECTION 10.06.   Payment of Taxes and Other Claims	72
	SECTION 10.07.   [Reserved]	72
	SECTION 10.08.   [Reserved]	72
	SECTION 10.09.   Limitation on Liens	72
	SECTION 10.10.   Change of Control	73
	SECTION 10.11.   Additional Subsidiary Guarantors	74
	SECTION 10.12.   Reporting Requirements	75
	SECTION 10.13.   Compliance Certificates	75
	SECTION 10.14.   Suspension of Covenants	75



 






     (iv)


     


    

 


	ARTICLE XI 

Redemption of Securities
	 
	SECTION 11.01.   Right of Redemption	77
	SECTION 11.02.   Applicability of Article	77
	SECTION 11.03.   Election to Redeem; Notice to Trustee	77
	SECTION 11.04.   Selection and Notice of Redemption	77
	SECTION 11.05.   Notice of Redemption	77
	SECTION 11.06.   Deposit of Redemption Price	78
	SECTION 11.07.   Securities Payable on Redemption Date	79
	SECTION 11.08.   Securities Redeemed in Part	79
	 	 
	ARTICLE XII 

Legal Defeasance and Covenant Defeasance
	 
	SECTION 12.01.   Option to Effect Legal Defeasance or Covenant Defeasance	79
	SECTION 12.02.   Legal Defeasance and Discharge	80
	SECTION 12.03.   Covenant Defeasance	80
	SECTION 12.04.   Conditions to Legal or Covenant Defeasance	81
	SECTION 12.05.   Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	82
	SECTION 12.06.   Repayment to Company	82
	SECTION 12.07.   Reinstatement	83
	 	 
	ARTICLE XIII 

Guarantee
	 
	SECTION 13.01.   Guarantee	83
	SECTION 13.02.   Limitation on Liability	85
	SECTION 13.03.   Execution and Delivery of Guarantees	85
	SECTION 13.04.   Guarantors May Consolidate, Etc., on Certain Terms	86
	SECTION 13.05.   Release of Guarantors	86
	SECTION 13.06.   Successors and Assigns	86
	SECTION 13.07.   No Waiver, etc	87
	SECTION 13.08.   Modification, etc	87


 


	Schedule
    A	 	The Subsidiary
    Guarantors
	Appendix	 	Provisions Relating to Securities
	Exhibit
    A	 	Form of Security
	Exhibit
    B	 	Form of Notation on Security
    Relating to Guarantee




 









     (v)


     


    

 



 


INDENTURE, dated as of August 10, 2020, among
UNITED RENTALS (NORTH AMERICA), INC., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 100 First Stamford Place, Suite 700, Stamford, Connecticut
06902, UNITED RENTALS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called “Holdings”),
the Subsidiaries of the Company named in Schedule A and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
having its designated corporate trust office at 150 East 42nd Street, 40th Floor, New York, New York 10017, as trustee (herein
called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the creation
of an issue of 3.875% Senior Notes due 2031 of substantially the tenor and amount hereinafter set forth, and to provide therefor
the Company has duly authorized the execution and delivery of this Indenture.


 


Each Guarantor desires to make the Guarantee
provided herein and has duly authorized the execution and delivery of this Indenture.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I

Definitions and Other Provisions

of General Application


 


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


 


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


 


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


 


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


 









     


     


    

 


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


 


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


 


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


 


(7) “or” is not exclusive;


 


(8) “including” means including
without limitation;


 


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


 


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


 


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


 


“ABL Credit Agreement”
means the Third Amended and Restated Credit Agreement, dated as of February 15, 2019, among the Company and certain of its Subsidiaries,
as Borrowers, Holdings and certain of its Subsidiaries, as Guarantors, Bank of America, N.A., as agent, U.S. swingline lender and
letter of credit issuer, Bank of America, N.A. (acting through its London branch), as ROW swingline lender, Bank of America, N.A.
(acting through its Canada branch), as Canadian swingline lender, Bank of America Merrill Lynch International, Designated Activity
Company, as French swingline lender, and the lenders and other financial institutions party thereto, together with the related
documents (including any term loans and revolving loans thereunder, any guarantees and any security documents, instruments and
agreements executed in connection therewith), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole
or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any
credit agreement that has been designated in writing by the Company to the Trustee as the ‘‘ABL Credit Agreement’’
for purposes of this Indenture incurred to refinance or replace, in whole or in part, the borrowings and commitments at any time
outstanding or permitted to be outstanding under such credit agreement or a successor credit agreement, whether by the same or
any other lender or holder of Indebtedness or group of lenders or holders of Indebtedness and whether to the same obligor or different
obligors and whether for the same or a different amount (including an increased amount) or on the same or different terms, conditions,
covenants and other provisions.


 


“Acquired Indebtedness”
means Indebtedness of a Person:


 


(a) assumed in connection with
an Asset Acquisition from such Person; or


 









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(b) existing at the time such
Person becomes a Subsidiary of any other Person and not incurred in connection with, or in contemplation of, such Asset Acquisition
or such Person becoming a Subsidiary.


 


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


 


“Additional Securities”
means the Company’s 3.875% Senior Notes due 2031 issued from time to time after the Issue Date under this Indenture (other
than pursuant to Sections 3.04, 3.05, 3.06, 10.10 or 11.08 of this Indenture).


 


“Adjusted Treasury Rate”
means, with respect to any Redemption Date, (i) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for
the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after August 15, 2025,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the
Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest
month, except that if the period from the redemption date to August 15, 2025 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) or (ii) if such release
(or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the
rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such Redemption Date, in each case calculated on the third
Business Day immediately preceding the Redemption Date, plus 0.50%.


 


“Affiliate” means, with
respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such specified Person.


 


“Applicable Premium” means,
with respect to any Securities at any Redemption Date, the greater of


 


(1)       1.00%
of the principal amount of such Securities; and


 


(2)       the
excess of (a) the present value at such Redemption Date of (i) the redemption price of the Securities on August 15, 2025,
as set forth in the form of Security plus (ii) all required remaining scheduled interest payments due on such Securities
through August 15, 2025 (but excluding accrued and unpaid interest to the Redemption Date), computed using a discount rate equal
to the Adjusted Treasury Rate as of such Redemption Date, over (b) the principal amount of such Securities on such Redemption
Date.


 


“Asset Acquisition” means:


 









     3


     


    

 


(a) an Investment by the Company or any Restricted
Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into
the Company or any Restricted Subsidiary or a transaction pursuant to which the Company or a Restricted Subsidiary merges with
or into any other Person and such Person assumes the obligations of the Company or such Restricted Subsidiary, as applicable, in
accordance with Article VIII; or


 


(b) the acquisition by the Company or any
Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division
or line of business of such Person or any other properties or assets of such Person.


 


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


 


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


 


“Average Life to Stated Maturity”
means, with respect to any Indebtedness, as at any date of determination, the quotient obtained by dividing:


 


(i) the sum of the products of:


 


(a) the number of years from
such date to the date or dates of each successive scheduled principal payment (including any sinking fund requirements) of such
Indebtedness; and


 


(b) the amount of each such
principal payment; by


 


(ii) the sum of all such principal payments.


 


“BakerCorp Acquisition”
means the acquisition by the Company of BakerCorp International Holdings, Inc. as contemplated by the Agreement and Plan of Merger,
dated as of June 30, 2018, by and among Holdings, UR Merger Sub IV Corporation and BakerCorp International Holdings, Inc., as amended
from time to time.


 


“BakerCorp Transactions”
means (a) the BakerCorp Acquisition and (b) any other transactions contemplated in connection with the BakerCorp Acquisition and
any other financing transactions in connection with the BakerCorp Acquisition.


 


“Bankruptcy Code” means
Title 11, United States Code.


 


“BlueLine
Acquisition” means the acquisition by Holdings of Vander Holding Corporation and its subsidiaries, as contemplated
by the Agreement and Plan of Merger, dated as of September 10, 2018, by and among Holdings, UR Merger Sub V Corporation, a
Delaware corporation and a wholly-owned subsidiary of Holdings, Vander Holding Corporation, a Delaware corporation, and
Platinum Equity Advisors, LLC, a Delaware limited liability company, solely in its capacity as the initial Holder
Representative thereunder, as amended from time to time.


 






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“BlueLine Transactions”
means (a) the BlueLine Acquisition, (b) the issuance of debt securities in connection with the BlueLine Acquisition and (c) any
other transactions contemplated in connection with the BlueLine Acquisition and any other financing transactions in connection
with the BlueLine Acquisition.


 


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


 


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


 


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


 


“Capital Stock” means,
with respect to any Person, any and all shares, interests, participations, rights in or other equivalents (however designated)
of such Person’s capital stock or equity participations, and any rights (other than debt securities convertible into capital
stock), warrants or options exchangeable for or convertible into such capital stock and, including with respect to partnerships,
limited liability companies or business trusts, ownership interests (whether general or limited) and any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnerships,
limited liability companies or business trusts.


 


“Capitalized Lease Obligation”
means any obligation under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed)
that is required to be classified and accounted for as a finance lease under GAAP, and, for the purpose of this Indenture, the
amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP;
provided that, notwithstanding the foregoing, in no event will any lease that would have been categorized as an operating
lease as determined in accordance with GAAP prior to giving effect to the Accounting Standards Codification Topic 842, Leases,
or any other changes in GAAP subsequent to the Issue Date, be considered a Capitalized Lease Obligation for purposes of this Indenture.


 


“Cash Equivalents” means,
at any time:


 


(a) any evidence of Indebtedness, maturing
not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof;


 









     5


     


    

 


(b) commercial paper, maturing not more
than one year from the date of issue, or corporate demand notes, in each case rated at least A-1 by S&P or P-1 by Moody’s;


 


(c) any certificate of deposit (or time
deposits represented by such certificates of deposit), guaranteed investment certificates or bankers acceptance, maturing not more
than one year after such time, or overnight Federal Funds transactions that are issued or sold by a commercial banking institution
that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000;


 


(d) any repurchase agreement entered
into with any commercial banking institution of the stature referred to in clause (c) which:


 


(i) is secured by a fully perfected
security interest in any obligation of the type described in any of clauses (a) through (c); and


 


(ii) has a market value at the time
such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking institution
thereunder;


 


(e) investments in short-term asset management
accounts managed by any bank party to a Credit Facility which are invested in indebtedness of any state or municipality of the
United States or of the District of Columbia and which are rated under one of the two highest ratings then obtainable from S&P
or by Moody’s or investments of the types described in clauses (a) through (d) above; and


 


(f) investments in funds investing primarily
in investments of the types described in clauses (a) through (e) above;


 


provided, that, in the case of any Investment by any
Foreign Subsidiary of Holdings, the definition of “Cash Equivalents” shall also include: (A) direct obligations of
the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized and is conducting business or in obligations
fully and unconditionally guaranteed by such sovereign nation (or any agency thereof) (or, in the case of a Foreign Subsidiary
organized under the laws of a member state of the European Union, any other sovereign nation (or agency thereof) in the European
Union), in each case maturing within a year after such date and having, at the time of the acquisition thereof, a rating equivalent
to at least “A2” from S&P and at least “P2” from Moody’s, (B) investments of the type and maturity
described in clauses (a) through (f) above of non-U.S. obligors, which investments or obligors (or the parents of such obligors)
have ratings described in such clauses or equivalent ratings from comparable non-U.S. rating agencies and (C) shares of money market
mutual or similar funds substantially all of the assets of which are invested in assets otherwise satisfying the requirements of
this definition (including this paragraph).


 


“Change of Control” means
the occurrence of any of the following events:


 


(a) any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than 50.0% of the total Voting Stock of the Company or Holdings (other than, in the case of the Company, Holdings or a
wholly owned Subsidiary of Holdings);


 






     6


     


    

 


(b) the Company or Holdings consolidates
with, or merges with or into, another Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially
all of its properties and assets as an entirety to any Person (other than (1) with respect to the Company, to Holdings, a wholly
owned Subsidiary of Holdings or a Subsidiary Guarantor and (2) with respect to Holdings, to a wholly owned Subsidiary of Holdings,
the Company or a Subsidiary Guarantor, or any Person that consolidates with, or merges with or into, the Company or Holdings),
in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company or Holdings is converted into
or exchanged for cash, securities or other property, other than any such transaction involving a merger or consolidation where:


 


(i) the outstanding Voting
Stock of the Company or Holdings is converted into or exchanged for Voting Stock (other than Redeemable Capital Stock) of the surviving
or transferee corporation; and


 


(ii) immediately after such transaction
no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding
Holdings or any wholly owned Subsidiary of Holdings, is the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities
that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly
or indirectly, of more than 50.0% of the total Voting Stock of the surviving or transferee corporation; or


 


(c) the Company is liquidated or dissolved
or adopts a plan of liquidation.


 


“Change of Control Offer”
has the meaning specified in Section 10.10(a).


 


“Change of Control Purchase Date”
has the meaning specified in Section 10.10(a).


 


“Change of Control Purchase Price”
has the meaning specified in Section 10.10(a).


 


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


 


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


 


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


 






     7


     


    

 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as having a maturity most nearly equal to the period
from the Redemption Date to August 15, 2025 that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to August 15, 2025.


 


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


 


“Consolidated Cash Flow Available
for Fixed Charges” means, with respect to any Person for any period:


 


(i) the sum of, without duplication,
the amounts for such period, taken as a single accounting period, of:


 


(a) Consolidated Net Income;


 


(b) Consolidated Non-cash Charges;


 


(c) Consolidated Interest Expense;


 


(d) Consolidated Income Tax
Expense;


 


(e) any fees, expenses or charges
related to the Transactions, the RSC Merger Transactions, the National Pump Transactions, the NES Transactions, the Neff Transactions,
the BakerCorp Transactions, the BlueLine Transactions or to any Equity Offering, Investment, merger, acquisition, disposition,
consolidation, recapitalization or the incurrence or repayment of Indebtedness (including any refinancing or amendment of any of
the foregoing) (whether or not consummated or incurred);


 


(f) the amount of any restructuring
charges or reserves (which shall include retention, severance, systems establishment cost, excess pension charges, contract termination
costs, including future lease commitments, costs related to start up, closure, relocation or consolidation of facilities, costs
to relocate employees, consulting fees, one time information technology costs, one time branding costs and losses on the sale of
excess fleet from closures); provided, however, that the aggregate amount of such charges or reserves added to Consolidated
Cash Flow Available for Fixed Charges for any period pursuant to this clause (f) (when taken together with any amounts added
pursuant to clause (g) below) shall not exceed the greater of 20.0% of Consolidated Cash Flow Available for Fixed Charges
of such Person for such period; and


 


(g) the amount of net cost
savings and synergies projected by the Company in good faith to be realized (which shall be calculated on a pro forma basis
as though such cost savings or synergies had been realized on the first day of such period), net of the amount of actual
benefits realized during such period from such actions; provided that (A) such cost savings or synergies are
reasonably identifiable and supportable, (B) such actions have been taken or are to be taken within 24 months after
the date of determination to take such action and (C) the aggregate amount of any cost savings and synergies added
pursuant to this clause (g) (when taken together with any amounts added pursuant to clause (f) above) shall not
exceed 20.0% of Consolidated Cash Flow Available for Fixed Charges for such period, less


 






     8


     


    

 


(ii) (x) non-cash items increasing Consolidated
Net Income and (y) all cash payments during such period relating to non-cash charges that were added back in determining
Consolidated Cash Flow Available for Fixed Charges in the most recent Four Quarter Period.


 


“Consolidated Current Liabilities”
as of the date of determination means the aggregate amount of liabilities of the Company and its consolidated Restricted Subsidiaries
which may properly be classified as current liabilities (including taxes accrued as estimated), on a consolidated basis, after
eliminating:


 


(1) all intercompany items
between the Company and any Restricted Subsidiary; and


 


(2) all current maturities
of long-term Indebtedness, all as determined in accordance with GAAP consistently applied.


 


“Consolidated Fixed Charge Coverage
Ratio” means, with respect to any Person, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed
Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof
is available immediately preceding the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio (such four full fiscal quarter period being referred to herein as the “Four Quarter Period”)
to the aggregate amount of Consolidated Fixed Charges of such Person for the Four Quarter Period.


 


The Consolidated Fixed Charge Coverage Ratio
shall be calculated after giving pro forma effect to:


 


(a) the incurrence, repayment, defeasance,
retirement or discharge of any Indebtedness by the Company and its Restricted Subsidiaries since the first day of the Four Quarter
Period as if such Indebtedness was incurred, repaid, defeased, retired or discharged at the beginning of the Four Quarter Period
(except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based
upon the average daily balance of such Indebtedness during the Four Quarter Period or such shorter period for which such facility
was outstanding (or, if such facility was created after the end of the Four Quarter Period, based upon the average daily balance
of such Indebtedness during the period from the date of creation of such facility to the date of such calculation or such shorter
period)); and


 


(b) any sale or other
disposition of assets (including any disposal, abandonment or discontinuance of operations), other than in the ordinary
course of business, or Asset Acquisition occurring since the first day of the Four Quarter Period (including to the date of
calculation) as if such acquisition or disposition occurred at the beginning of such Four Quarter Period.


 






     9


     


    

 


For purposes of this definition, whenever
pro forma effect is to be given to any Investment, acquisition, disposition 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 in respect of anticipated cost savings or synergies relating to any such Investment, acquisition, disposition
or other transaction that have been or are expected to be realized) 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 Protection 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 balance 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, subject to the definition of Capitalized Lease Obligation hereunder.


 


If such Person or any of its Restricted Subsidiaries
directly or indirectly guarantees Indebtedness of a third Person, this definition shall give effect to the incurrence of such guaranteed
Indebtedness as if such Person or such Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness.


 


“Consolidated Fixed Charges”
means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:


 


(i) Consolidated Interest Expense;
and


 


(ii) the aggregate amount of
dividends and other distributions paid in cash during such period in respect of Redeemable Capital Stock of such Person and its
Restricted Subsidiaries on a consolidated basis.


 


“Consolidated Income Tax Expense”
means, with respect to any Person for any period, the provision for federal, state, local and foreign taxes (whether or not paid,
estimated or accrued) based on income, profits or capitalization of such Person and its Restricted Subsidiaries for such period
as determined on a consolidated basis in accordance with GAAP.


 






     10


     


    

 





“Consolidated Interest Expense”
means, with respect to any Person for any period, without duplication, the sum of:


 


(i) the interest expense,
net of any interest income, of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis
in accordance with GAAP, including:


 


(a) any amortization of debt
discount;


 


(b) the net payments made or
received under Interest Rate Protection Obligations (including any amortization of discounts);


 


(c) the interest portion of
any deferred payment obligation;


 


(d) all commissions, discounts
and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar facilities; and


 


(e) all accrued interest; and


 


(ii) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries
during such period as determined on a consolidated basis in accordance with GAAP, less


 


(iii) to the extent otherwise
included in such interest expense referred to in clause (i) above, the amortization or write-off of financing costs, commissions,
fees and expenses.


 


“Consolidated Net Income”
means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries
for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding,
without duplication:


 


(i) any extraordinary, unusual
or non-recurring gain, loss, expense or charge (including fees, expenses and charges associated with the RSC Merger Transactions,
the National Pump Transactions, the NES Transactions, the Neff Transactions, the BakerCorp Transactions, the BlueLine Transactions
or any merger, acquisition, disposition or consolidation after March 9, 2012);


 


(ii) (A) the portion of net
income of such Person and its Restricted Subsidiaries allocable to minority interests in unconsolidated Persons or to Investments
in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person
or one of its Restricted Subsidiaries and (B) the portion of net loss of such Person and its Restricted Subsidiaries allocable
to minority interests in unconsolidated Persons or to Investments in Unrestricted Subsidiaries shall be included to the extent
of the aggregate investment of the Company or any Restricted Subsidiary in such Person;


 









     11


     


    

 


(iii)  gains or losses in
respect of any sales or other dispositions of assets outside the ordinary course of business by such Person or one of its Restricted
Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;


 


(iv) the net income of any
Restricted Subsidiary of such Person to the extent that the declaration of dividends or similar distributions by that Restricted
Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary
or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to
the Securities 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 holders
than such restrictions in effect on the Issue Date);


 


(v) any gain or loss realized
as a result of the cumulative effect of a change in accounting principles;


 


(vi) the write-off of any
issuance costs incurred by the Company in connection with the refinancing or repayment of any Indebtedness;


 


(vii) any net after-tax gain (or
loss) attributable to the early repurchase, extinguishment or conversion of Indebtedness, Hedging Obligations or other derivative
instruments (including any premiums paid);


 


(viii) any non-cash income (or
loss) related to the recording of the Fair Market Value of any Hedging Obligations;


 


(ix) any unrealized gains or losses
in respect of Currency Agreements;


 


(x) (a) any non-cash compensation
deduction as a result of any grant of stock or stock related instruments to employees, officers, directors or members of management
and (b) any cash charges associated with the rollover, acceleration or payout on stock or stock-related instruments by management
of Holdings, the Company, or any of their Subsidiaries in connection with the RSC Merger Transactions, the National Pump Transactions,
the NES Transactions, the Neff Transactions, the BakerCorp Transactions, the BlueLine Transactions or any other merger, acquisition,
disposition or consolidation;


 


(xi) any income (or loss) from
discontinued operations;


 


(xii) any unrealized foreign currency
translation or transaction gains or losses in respect of Indebtedness or other obligations of any Person denominated in a currency
other than the functional currency of such Person;


 


(xiii) to the extent covered
by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied
by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence
(with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to
liability or casualty events or business interruption; provided that, to the extent included in Consolidated Net
Income in a future period, reimbursements with respect to expenses excluded from the calculation of Consolidated Net Income
pursuant to this clause (xiii) shall be excluded from Consolidated Net Income in such period up to the amount of such
excluded expenses;


 






     12


     


    

 


(xiv) 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);


 


(xv) any goodwill or other intangible
asset impairment charge;


 


(xvi) effects of fair value adjustments
in the merchandise inventory, property and equipment, goodwill, intangible assets, deferred revenue, deferred rent and debt line
items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of acquisition accounting
in relation to the RSC Merger Transactions, the National Pump Transactions, the NES Transactions, the Neff Transactions, the BakerCorp
Transactions, the BlueLine Transactions or any consummated acquisition and the amortization or write-off or removal of revenue
otherwise recognizable of any amounts thereof, net of taxes, shall be excluded or added back in the case of lost revenue;


 


(xvii) the amount of loss on sale
of assets to a Subsidiary in connection with a Securitization Transaction; and


 


(xviii) accruals and reserves
established within 12 months after (a) the consummation of the RSC Merger Transactions that were established as a result of
the RSC Merger Transactions, (b) the consummation of the National Pump Transactions that are established as a result of the National
Pump Transactions, (c) the consummation of the NES Transactions that are established as a result of the NES Transactions,
(d) the consummation of the Neff Transactions that are established as a result of the Neff Transactions, (e) the consummation of
the BakerCorp Transactions that are established as a result of the BakerCorp Transactions, (f) the consummation of the BlueLine
Transactions that are established as a result of the BlueLine Transactions and (g) the closing of any acquisition or investment
required to be established as a result of such acquisition or investment in accordance with GAAP, or changes as a result of adoption
or modification of accounting policies.


 


“Consolidated Net Tangible
Assets” as of any date of determination, means the total amount of assets (less the sum of goodwill and other
intangibles, net) which would appear on a consolidated balance sheet of the Company and its consolidated Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, and after giving effect to the acquisition or
disposal of any property or assets consummated on or prior to such date and after deducting therefrom Consolidated Current
Liabilities and, to the extent otherwise included, the amounts of:


 






     13


     


    

 


(1) minority interests in consolidated
Subsidiaries held by Persons other than the Company or a Restricted Subsidiary;


 


(2) treasury stock;


 


(3) cash set apart and held in
a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent
such obligation is not reflected in Consolidated Current Liabilities; and


 


(4) Investments in and assets
of Unrestricted Subsidiaries.


 


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


 


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


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its designated corporate trust business shall be administered,
which address as of the date of this Indenture is located at 150 East 42nd Street, 40th Floor, New York, New York 10017, Attention:
Corporate Trust Services – Administrator for United Rentals, or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the designated corporate trust office of any successor Trustee (or such other
address as a successor Trustee may designate from time to time by notice to the Holders and the Company).


 


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


 


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


 


“Credit Facility”
means one or more debt facilities or agreements (including the ABL Credit Agreement ), commercial paper facilities,
securities purchase agreements, indentures or similar agreements, in each case, providing for revolving loans, term loans,
receivables financing (including through the sale of receivables to lenders or other purchasers or to special purpose
entities formed to borrow from such lenders or other purchasers against such receivables), notes, debentures, letters of
credit, the issuance and sale of securities or other debt financing, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith and in each case, as amended, extended, renewed,
restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any agreements, indentures or other instruments (and related
documents) governing any form of Indebtedness incurred to refinance or replace, in whole or in part, the borrowings and
commitments at any time outstanding or permitted to be outstanding under such facility or agreement or successor facility or
agreement whether by the same or any other lender or holder of Indebtedness or group of lenders or holders of Indebtedness
and whether the same obligor or different obligors and whether for the same or a different amount (including an increased
amount) or on the same or different terms, conditions, covenants and other provisions.


 






     14


     


    

 


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


 


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


 


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


 


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


 


“Depositary” means The
Depository Trust Company, a New York corporation, or its successor.


 


“Derivative Instrument”
with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets
to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s
investment in the Securities (other than a Screened Affiliate) is a party (whether or not requiring further performance by such
Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance
of the Securities and/or the creditworthiness of the Company and/or any one or more of the Guarantors (the “Performance
References”).


 


“Directing Holder” has
the meaning specified in Section 5.02.


 


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


 


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


 






     15


     


    

 


“Equity Offering” means
a private or public sale for cash after the Issue Date by (1) the Company of its common Capital Stock (other than Redeemable
Capital Stock and other than to a Subsidiary of the Company) or (2) Holdings of its Capital Stock (other than to the Company
or a Subsidiary of the Company) to the extent that the net proceeds therefrom are contributed to the common equity capital of the
Company.


 


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


 


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


 


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


 


“Existing Indebtedness”
means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the ABL Credit Agreement) in existence on
the Issue Date, until such amounts are repaid.


 


“Existing Securitization Facility”
means the receivables facility established pursuant to the Third Amended and Restated Receivables Purchase Agreement, dated as
of September 24, 2012, among United Rentals Receivables LLC II, as seller, Holdings, as collection agent, Liberty Street Funding
LLC, as a purchaser, Gotham Funding Corporation, as a purchaser, PNC Bank, National Association, as purchaser agent for itself
and as a bank, MUFG Bank, Ltd., as a purchaser agent and as a bank, Truist Bank, as purchaser agent for itself and as a bank, The
Toronto-Dominion Bank, as purchaser agent for itself and as a bank, and The Bank of Nova Scotia, as administrative agent, as a
bank and as a purchaser agent, as amended, modified or supplemented from time to time, and the other Transaction Documents under
and as defined therein.


 


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


 


“Fair Market Value” means,
with respect to any asset, the fair market value of such asset as determined by the Board of Directors of the Company in good faith,
whose determination shall be conclusive and, in the case of assets with a Fair Market Value in excess of $500,000,000, evidenced
by a resolution of the Board of Directors of the Company.


 


“Foreign Subsidiary” means
any Restricted Subsidiary not created or organized under the laws of the United States or any state thereof or the District of
Columbia.


 









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“Foreign Subsidiary Holding Company”
means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or
more Foreign Subsidiary Holding Companies.


 


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


 


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


 


“GAAP” means generally
accepted accounting principles set forth in the Financial Accounting Standards Board codification (or by agencies or entities with
similar functions of comparable stature and authority within the U.S. accounting profession) or in rules or interpretative releases
of the Commission applicable to Commission registrants; provided that (a) if at any time the Commission permits or
requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial
reporting purposes, the Company may irrevocably elect by written notice to the Trustee to so use IFRS in lieu of GAAP and, upon
any such notice, references herein to GAAP shall thereafter be construed to mean (i) IFRS for periods beginning on and after the
date of such notice or a later date as specified in such notice as in effect on such date and (ii) for prior periods, GAAP as defined
in the first sentence of this definition and (b) GAAP is determined as of the date of any calculation or determination required
hereunder; provided that (x) the Company, on any date, may, by providing notice thereof to the Trustee, elect to establish
that GAAP shall mean GAAP as in effect on such date and (y) any such election, once made, shall be irrevocable. The Company shall
give notice of any such election to the Trustee and the Holders.


 


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


 


“guarantee” means, as applied
to any obligation:


 


(i) a guarantee (other than
by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner,
of any part or all of such obligation; and


 


(ii) an agreement, direct
or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment
of damages in the event of nonperformance) of all or any part of such obligation, including, without limiting the foregoing, the
payment of amounts available to be drawn down under letters of credit of another Person.


 


The term “guarantee” used as a verb has a corresponding
meaning. The term “guarantor” shall mean any Person providing a guarantee of any obligation.


 


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


 


“Guarantor” means Holdings
and each Subsidiary Guarantor.


 









     17


     


    

 


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


 


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


 


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


 


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


 


“Holdings” means the Person
named as “Holdings” in the first paragraph of this Indenture, and any permitted successor or assign.


 


“IFRS” means International
Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any
successor thereto (or the Financial Accounting Standards Board or any successor to such Board, or the Commission, as the case may
be), as in effect from time to time.


 


“incur” means to, directly
or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise.


 


“Indebtedness” means, with
respect to any Person, without duplication:


 


(a) the principal amount
of all liabilities of such Person for borrowed money or for the deferred purchase price of property or services, excluding any
trade payables and other accrued current liabilities incurred in the ordinary course of business;


 


(b) the principal amount
of all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments;


 


(c) all indebtedness created
or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even
if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or
sale of such property), but excluding trade accounts payable arising in the ordinary course of business;


 


(d) all Capitalized Lease
Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;


 


(e) all Indebtedness
referred to in the preceding clauses of other Persons, the payment of which is secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon property (including accounts and
contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such
Indebtedness (the amount of such obligation being deemed to be the lesser of the value of such property or asset (as
determined in good faith by the Company) or the amount of the obligation so secured);


 






     18


     


    

 


(f) all guarantees of Indebtedness
referred to in this definition by such Person;


 


(g) all Redeemable Capital
Stock of such Person (which shall be valued at the greater of its voluntary or involuntary maximum fixed repurchase price (as defined
below) excluding accrued dividends);


 


(h) all obligations under
or in respect of 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);
and


 


(i) any amendment, supplement,
modification, deferral, renewal, extension, refinancing or refunding of any liability of the types referred to in clauses (a)
through (h) above;


 


provided, however, that Indebtedness shall not
include:


 


(x) any holdback or escrow
of the purchase price of property, services, businesses or assets; or


 


(y) any contingent payment
obligations incurred in connection with the acquisition of assets or businesses, which are contingent on the performance of the
assets or businesses so acquired.


 


For purposes hereof, the “maximum fixed repurchase
price” of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant hereto, and if such price is based upon, or measured by, the fair market value of such
Redeemable Capital Stock, such fair market value shall be determined in good faith by the issuer of such Redeemable Capital Stock.


 


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


 


“Initial Lien” has the
meaning specified in Section 10.09(a).


 


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


 


“Interest Rate Protection
Agreement” means, with respect to any Person, any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating
or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by
applying a fixed or a floating rate of interest on the same notional amount and shall include interest rate swaps, caps,
floors, collars and similar agreements.


 






     19


     


    

 


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


 


“Investment” means, with
respect to any Person, any loan or other extension of credit (including a guarantee) or capital contribution to any other Person
(by means of any transfer of cash or other property or any payment for property or services for consideration of Indebtedness or
Capital Stock of any other Person), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures
or other securities or evidences of indebtedness issued by any other Person. 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.


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an
equivalent rating by any other Rating Agency.


 


“Issue Date” means August
10, 2020.


 


“Legal Defeasance” has
the meaning specified in Section 12.02.


 


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


 


“Long Derivative Instrument”
means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which
generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or
the payment or delivery obligations under which generally increase, with negative changes to the Performance References.


 


“Maturity Date” means February
15, 2031.


 


“Moody’s” means Moody’s
Investors Service, Inc. and any successor to its rating agency business.


 


“National Pump Acquisition”
means the acquisition of assets contemplated by the Asset Purchase Agreement, effective as of March 7, 2014, by and among the Company,
United Rentals of Canada, Inc., LD Services, LLC, National Pump & Compressor Ltd., Canadian Pump & Compressor, Ltd., GulfCo
Industrial Equipment, L.P. and the Owners named therein, as amended from time to time.


 









     20


     


    

 



 


“National Pump Transactions”
means (a) the National Pump Acquisition, (b) the issuance of debt securities in connection with the National Pump Acquisition and
(c) any other transactions contemplated in connection with the National Pump Acquisition and any other financing transactions in
connection with the National Pump Acquisition.


 


“Neff Acquisition” means
the acquisition by the Company of Neff Corporation contemplated by the Agreement and Plan of Merger, dated as of August 16, 2017,
by and among the Company, UR Merger Sub III Corporation and Neff Corporation, as amended from time to time.


 


“Neff Transactions” means
(a) the Neff Acquisition, (b) the issuance of debt securities in connection with the Neff Acquisition and (c) any other transactions
contemplated in connection with the Neff Acquisition and any other financing transactions in connection with the Neff Acquisition.


 


“NES Acquisition” means
the acquisition of assets contemplated by the Agreement and Plan of Merger, dated as of January 25, 2017, by and among NES Rentals
Holdings II, Inc., the Company, UR Merger Sub II Corporation and Diamond Castle Holdings, LLC, as the Stockholder Representative
named therein, as amended from time to time.


 


“NES Transactions” means
(a) the NES Acquisition, (b) the issuance of debt securities in connection with the NES Acquisition and (c) any other transactions
contemplated in connection with the NES Acquisition and any other financing transactions in connection with the NES Acquisition.


 


“Net Short” means, with
respect to a holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments
exceeds the sum of the (x) the value of its Securities plus (y) the value of its Long Derivative Instruments as of such date of
determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event
(each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have occurred
with respect to the Company or any Guarantor immediately prior to such date of determination.


 


“Noteholder Direction”
has the meaning specified in Section 5.02.


 


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


 


“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 for reorganization 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.


 


“Offer” means a Change
of Control Offer.


 






     21


     


    

 


“Offer to Purchase”
means an Offer sent by or on behalf of the Company electronically or by first-class mail, postage prepaid, to each Holder
of Securities at its address appearing in the register for the Securities on the date of the Offer offering to purchase up to
the principal amount of Securities specified in such Offer at the purchase price specified in such Offer (as determined
pursuant to this Indenture). Unless otherwise provided in Section 10.10 or otherwise required by applicable law, the
Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase, which shall be
not less than 10 days nor more than 60 days after the date of such Offer (or such later date as may be necessary for the
Company to comply with the Exchange Act), and a settlement date (the “Purchase Date”) for purchase of
Securities to occur no later than five Business Days after the Expiration Date. The Company shall notify the Trustee at least
10 days (or such shorter period as is acceptable to the Trustee) prior to the electronic delivery or mailing of the Offer of
the Company’s obligation to make an Offer to Purchase, and the Offer shall be delivered electronically or mailed by the
Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall
contain all the information required by applicable law to be included therein. The Offer shall contain all instructions and
materials necessary to enable such Holders to tender Securities pursuant to the Offer to Purchase. The Offer shall also
state:


 


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


 


(2) the Expiration Date and the
Purchase Date;


 


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


 


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


 


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


 


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


 


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


 


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


 









     22


     


    

 


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


 


(10) that (a) if Securities purchasable
at an aggregate Purchase Price less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer
to Purchase, the Company shall purchase all such Securities and (b) if Securities purchasable at an aggregate Purchase Price in
excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Securities
on a pro rata basis based on the Purchase Price therefor, with such adjustments as may be deemed appropriate so that only Securities
in denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof shall be purchased; and


 


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


 


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


 


“Officers’ Certificate”
means a certificate signed by two of the following: the Chairman of the Board of Directors, the Chief Executive Officer, the President
or a Vice President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 10.13
shall be the principal executive, financial or accounting officer of the Company.


 


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


 


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


 


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


 


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


 









     23


     


    

 


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


 


(iv) Securities as to which (a)
Legal Defeasance has been effected pursuant to Section 12.02 or (b) Covenant Defeasance has been effected pursuant to 12.03,
to the extent set forth therein;


 


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


 


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


 


“Permitted Liens” means:


 


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


 


(b) Liens securing Indebtedness
incurred by the Company and Restricted Subsidiaries pursuant to Credit Facilities; provided, however, that immediately
after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness secured by Liens pursuant to this
clause (b) and then outstanding shall not exceed the greater of (i) $8,800,000,000 and (ii) 85.0% of Consolidated Net Tangible
Assets;


 


(c) any Lien securing Acquired
Indebtedness created prior to (and not created in connection with, or in contemplation of) the assumption of such Acquired Indebtedness
by the Company or any Restricted Subsidiary, if such Lien does not attach to any property or assets of the Company or any Restricted
Subsidiary other than the property or assets subject to the Lien prior to such assumption (plus improvements, accessions, proceeds
or dividends or distributions in respect thereof);


 


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


 






     24


     


    

 





(e) Liens on and pledges of the
assets or Capital Stock of any Unrestricted Subsidiary securing any Indebtedness or other obligations of such Unrestricted Subsidiary
and Liens on the Capital Stock or assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries incurred to finance
the working capital of such Foreign Subsidiaries;


 


(f) Liens for taxes not delinquent
or statutory Liens for taxes, the nonpayment of which, individually or 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 by appropriate
proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be
required pursuant to GAAP;


 


(g) statutory Liens of landlords
and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the
ordinary course of business for sums not yet delinquent for a period of more than 60 days or being contested in good faith and
by appropriate proceedings;


 


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


 


(i) (A) mortgages, liens, security
interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other
third party on property over which the Company or any Restricted Subsidiary has easement rights or on any leased property and subordination
or similar agreements relating thereto and (B) any condemnation or eminent domain proceedings affecting any real property;


 


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


 


(k) easements, rights-of-way,
zoning restrictions, utility agreements, covenants, restrictions and other similar charges, encumbrances or title defects or leases
or subleases granted to others, in respect of real property not interfering in the aggregate in any material respect with the ordinary
conduct of the business of the Company or any of its Restricted Subsidiaries;


 


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


 


(m) Liens securing
Indebtedness arising from (i) the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness
is extinguished within five Business Days of incurrence and (ii) customer deposits and advance payments received in the
ordinary course of business from customers for goods or services purchased or rented in the ordinary course of business;


 






     25


     


    

 


(n) Liens securing Indebtedness
of the Company or any Restricted Subsidiary under equipment purchase or lines of credit, or for Capitalized Lease Obligations or
Purchase Money Obligations; provided that, the aggregate principal amount of all Indebtedness secured by Liens pursuant
to this clause (n) at any time outstanding shall not exceed the greater of $780,000,000 and 7.5% of Consolidated Net Tangible Assets,
if such Indebtedness has been incurred to finance the construction, purchase or lease of, or repairs, improvements or additions
to, property, plant or equipment of the Company or any Restricted Subsidiary; provided, however, that the Lien may
not extend to any other property owned by the Company or any Restricted Subsidiary at the time the Lien is incurred (other than
assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien
may not be incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement,
addition or commencement of full operation of the property subject to the Lien;


 


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


 


(p) Liens securing refinancing
Indebtedness of:


 


(x) the Company, to the extent the
proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge:


 


(A) the Securities (to the extent
such Securities have been secured pursuant to Section 10.09),


 


(B) any Existing Indebtedness
secured by Liens,


 


(C) any Acquired Indebtedness
secured by Liens pursuant to clause (c) of this definition; or


 


(D) any Indebtedness secured by
Liens pursuant to clauses (dd) or (ee) of this definition; and


 


(y) any Restricted Subsidiary, to
the extent the proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge:


 


(A) the Securities (to the extent
such Securities have been secured pursuant to Section 10.09),


 


(B) any Existing Indebtedness
secured by Liens,


 






     26


     


    

 





(C) any Acquired Indebtedness
secured by Liens pursuant to clause (c) of this definition; or


 


(D) any Indebtedness secured by
Liens pursuant to clauses (dd) or (ee) of this definition; provided, however, that:


 


(1) the principal amount of Indebtedness
secured by a Lien pursuant to this clause (p) (or, if such Indebtedness provides for an amount less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness)
shall not exceed the sum of the principal amount of Indebtedness so refinanced, plus the amount of any accrued and unpaid interest
and any premium required to be paid in connection with such refinancing pursuant to the terms of such Indebtedness or the amount
of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately
negotiated purchase, plus the amount of expenses in connection therewith, plus an amount equal to any existing commitment unutilized
and letters of credit undrawn thereunder; and


 


(2) in the case of Indebtedness
incurred by the Company secured by Liens pursuant to this clause (p) to refinance Subordinated Indebtedness, such Indebtedness;


 


(I) has no scheduled principal
payment prior to the 91st day after the Maturity Date; and


 


(II) has an Average Life to Stated
Maturity greater than the remaining Average Life to Stated Maturity of the Securities issued under this Indenture;


 


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


 


(r) Liens securing Hedging Obligations
entered into in the ordinary course of business and not for speculative purposes;


 


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


 


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


 


(u) Liens attaching solely to
cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with an acquisition permitted
under the terms of this Indenture;


 






     27


     


    

 





(v) Liens 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;


 


(w) Liens arising out of conditional
sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;


 


(x) 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;


 


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


 


(z) Liens created in favor of
the Trustee for the Securities;


 


(aa) Liens arising by operation
of law in the ordinary course of business;


 


(bb) Liens 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;


 


(cc) Liens relating to pooled
deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course
of business;


 


(dd) Liens incurred by the Company
or any Restricted Subsidiary; provided that at the time any such Lien is incurred, the obligations secured by such Lien,
when added to all other obligations secured by Liens incurred pursuant to this clause (dd), shall not exceed the greater of
$780,000,000 and 7.50% of Consolidated Net Tangible Assets; and


 


(ee) Liens securing Indebtedness;
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, in which case such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time
to time, without further compliance with this clause (ee)), no Default or Event of Default shall have occurred and be continuing
and the Senior Secured Indebtedness Leverage Ratio shall not exceed 4.00:1.00.


 


For purposes of determining compliance
with this definition, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in
this definition but may be incurred under any combination of such categories (including in part under one such category and
in part under any other such category), (y) in the event that a Lien (or any portion thereof) meets the criteria of one or
more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or
any portion thereof) in any manner that complies with this definition, and (z) in the event that a portion of Indebtedness
secured by a Lien could be classified as secured in part pursuant to clause (ee) above (giving effect to the incurrence of
such portion of such Indebtedness), the Company, in its sole discretion, may classify such portion of such Indebtedness (and
any Obligations in respect thereof) as having been secured pursuant to clause (ee) above and thereafter the remainder of such
Indebtedness as having been secured pursuant to one or more of the other clauses of this definition.


 






     28


     


    

 


If any Lien securing Indebtedness is incurred
in connection with the refinancing of Indebtedness and the Lien securing the Indebtedness being refinanced was initially incurred
in reliance on a basket measured by reference to a percentage of Consolidated Net Tangible Assets at the time of incurrence, and
such refinancing would cause the percentage of Consolidated Net Tangible Assets restriction to be exceeded if calculated based
on the Consolidated Net Tangible Assets on the date of such refinancing, such percentage of Consolidated Net Tangible Assets restriction
shall not be deemed to be exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal
amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs
and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing. The principal amount
of Indebtedness outstanding secured by Liens shall be determined after giving effect to the application of proceeds of any such
Indebtedness to refinance any such other Indebtedness.


 


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


 


“Position Representation”
has the meaning specified in Section 5.02.


 


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


 


“Prospectus” means the
Prospectus, dated January 24, 2018, as supplemented by the Prospectus Supplement, dated July 31, 2020, with respect to the Securities,
including all documents incorporated by reference therein as of the date of the Prospectus Supplement.


 


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


 


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


 


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


 


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


 









     29


     


    

 


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


 


“Rating Agencies” mean
Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Securities publicly available,
a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted
for Moody’s or S&P or both, as the case may be.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 









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“Required Filing Dates”
has the meaning specified in Section 10.12.


 


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


 


“Restricted Subsidiary”
means any Subsidiary of the Company that is not an Unrestricted Subsidiary.


 


“Reversion Date” has the
meaning specified in Section 10.14(b).


 


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


 


“RSC Merger” means the
merger of RSC Holdings Inc. with and into Holdings, as effected on and subsequent to April 30, 2012.


 


“RSC Merger Transactions”
means the transactions necessary to effect the RSC Merger, including (a) the RSC Merger, (b) the merger of all of the U.S. Subsidiaries
of RSC Holdings Inc. and their successors in interest into one or more Subsidiaries of Holdings, (c) the mergers of one or more
U.S. Subsidiaries of Holdings into one or more other U.S. Subsidiaries of Holdings, (d) the merger, amalgamation, consolidation
and/or liquidation of RSC Holdings Inc.’s Foreign Subsidiaries into one or more Foreign Subsidiaries of the Company, (e)
the issuance of debt securities and borrowings under the ABL Credit Agreement in connection with the RSC Merger, (f) the amendment
and increase of the ABL Credit Agreement in connection with the RSC Merger, (g) the amendment and refinancing of the Existing Securitization
Facility in connection with the RSC Merger and (h) any other transactions contemplated in connection with the RSC Merger and any
other financing transactions in connection with the RSC Merger.


 


“S&P” means Standard
& Poor’s Ratings Services, and any successor to its rating agency business.


 


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


 









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“Screened Affiliate” means
any Affiliate of a holder (i) that makes investment decisions independently from such holder and any other Affiliate of such holder
that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such holder and any other
Affiliate of such holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to
the Company or its Subsidiaries, (iii) whose investment policies are not directed by such holder or any other Affiliate of such
holder that is acting in concert with such holder in connection with its investment in the Securities, and (iv) whose investment
decisions are not influenced by the investment decisions of such holder or any other Affiliate of such holder that is acting in
concert with such holders in connection with its investment in the Securities.


 


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


 


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


 


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


 


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


 


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


 


“Senior Secured Indebtedness Leverage
Ratio” means, with respect to any Person, on any date of determination, a ratio (i) the numerator of which is the aggregate
principal amount (or accreted value, as the case may be) of Indebtedness that is secured by a Lien of such Person and its Restricted
Subsidiaries on a consolidated basis outstanding on such date, less the amount of cash and Cash Equivalents that would be stated
on the consolidated balance sheet of such Person and held by such Person or its Restricted Subsidiaries, as determined in accordance
with GAAP, as of the date of determination, and (ii) the denominator of which is the Consolidated Cash Flow Available for Fixed
Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof
is available immediately preceding the date of such calculation, in each case calculated with the pro forma adjustments as are
appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Fixed Charge
Coverage Ratio.”


 


“Short Derivative Instrument”
means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which
generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or
the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.


 


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


 









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


 


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


 


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


 


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


 


“Subsidiary” means, with
respect to any Person:


 


(i) a corporation a majority
of whose Voting Stock is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person
or by such Person and one or more Subsidiaries thereof; and


 


(ii) any other Person (other
than a corporation), including a partnership, limited liability company, business trust or joint venture, in which such Person,
one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has a majority ownership interest entitled to vote in the election of directors, managers or trustees thereof (or other
Person performing similar functions). For purposes of this definition, any directors’ qualifying shares or investments by
foreign nationals mandated by applicable law shall be disregarded in determining the ownership of a Subsidiary.


 


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


 


“Subsidiary Guarantors”
means the Subsidiaries of the Company named in Schedule A, together with any additional Domestic Restricted Subsidiaries
that execute Guaranty Agreements in accordance with Section 10.11 of this Indenture, and, in each case, their respective successors
and assigns.


 


“Surviving Entity” has
the meaning specified in Section 8.01(1)(y).


 


“Suspended Covenants” has
the meaning specified in Section 10.14(a).


 


“Suspension Event” has
the meaning specified in Section 10.14(a).


 


“Suspension Period” has
the meaning specified in Section 10.14(c).


 









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“Transactions” means the
issuance of the Securities and the Guarantees.


 


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


 


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


 


“Unrestricted Subsidiary”
means (a) United Rentals Receivables LLC II and any other Special Purpose Vehicles and (b) each Subsidiary of the Company designated
as such by the Company from time to time; provided that a Subsidiary shall only be designated as an Unrestricted Subsidiary
pursuant to this clause (b) if the Company has also designated such Subsidiary as an “Unrestricted Subsidiary” (or
any substantially similar designation) pursuant to the ABL Credit Agreement and any debt securities of the Company then outstanding
that provide for designation of an “Unrestricted Subsidiary” or a substantially similar term. As of the Issue Date,
United Rentals Receivables LLC II is the only Unrestricted Subsidiary.


 


“U.S. Government Obligations”
means securities that are (a) direct obligations of the United States of America for the timely payment of which its full
faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the timely payment of which are unconditionally guaranteed as full faith and credit obligations
of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian
with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government
Obligations held by such custodian for the account of the holder of such depositary receipt; 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 Obligations or the specific payment of principal of
or interest on the U.S. Government Obligations evidenced by such depositary receipt.


 


“Verification Covenant”
has the meaning specified in Section 5.02.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


With respect to any record date set pursuant
to this Section 1.04, the party hereto that sets such record date may designate any day as the “Record Expiration
Date” and from time to time may change the Record Expiration Date to any earlier or later day; provided, however,
that no such change shall be effective unless notice of the proposed new Record Expiration Date is given to the other party hereto
in writing, and to each Holder of Securities in the manner set forth in Section 1.06, on or before the existing Record Expiration
Date. If a Record Expiration Date is not designated with respect to any record date set pursuant to this Section 1.04, the
party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the
Record Expiration Date with respect thereto, subject to its right to change the Record Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Record Expiration Date shall be later than the 180th day after the applicable record date.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


SECTION 1.12.
Governing Law. This Indenture, the Securities and the Guarantees shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of law principles thereof.


 


SECTION 1.13.
Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Purchase Date or Stated Maturity of
any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment
of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect (including with respect to the accrual of interest) as if made on the Interest Payment Date, Redemption
Date, Purchase Date, or at the Stated Maturity, and no interest shall accrue on such payment for the intervening period.


 


SECTION 1.14.
Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 1.15.
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.


 


SECTION
1.16. 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 shall provide
the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act. The Trustee acknowledges that it has received all information required pursuant to this Section 1.16
as of the date hereof.


 






     39


     


    

 


SECTION 1.17.
Copies of Transaction Documents. Upon written request from a Holder, the Company shall provide copies of this Indenture
or the related Prospectus Supplement to such Holder.


 


ARTICLE
II

Security Forms


 


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


 


ARTICLE
III

The Securities


 


SECTION 3.01.
Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this
Indenture on the Issue Date is limited to $1,100,000,000 principal amount. Additional Securities may be issued, authenticated and
delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or
in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with
an Offer pursuant to Section 10.10.


 


The Securities shall be known and designated
as the “3.875% Senior Notes due 2031” of the Company. Their Stated Maturity for payment of principal shall be February
15, 2031. Interest on the Securities shall accrue at the rate of 3.875% per annum and shall be payable semiannually in arrears
on each February 15 and August 15, commencing February 15, 2021 to the Holders of record of Securities at the close of business
on February 1 and August 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest
on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
August 10, 2020. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day
months.


 


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


 









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


 


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


 


SECTION 3.02.
Denominations. The Securities issued on the Issue Date shall be issued only in registered form without coupons, in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


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


 


The Securities shall be executed on behalf
of the Company by its Chairman of the Board of Directors, its Chief Executive Officer, its President or one of its Vice Presidents,
its Chief Operating Officer, its Chief Financial Officer or any authorized signatory that is not a corporation. The signature of
any of these officers on the Securities may be manual or facsimile.


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Securities, which shall specify the amount of the Securities
to be authenticated and the date on which the original issue of Securities is to be authenticated and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise.


 


Each Security shall be dated the date of its
authentication.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


No service charge shall be made for any registration
of transfer or exchange of Securities except as provided in Section 3.06, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.08 or in accordance with any Change of Control Offer
pursuant to Section 10.10, and in any such case not involving any transfer.


 






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Neither the Company nor the Security Registrar
shall be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening
of business 15 days before the day of the delivery of a notice of redemption of Securities selected for redemption under Section 11.05
and ending at the close of business on the day of such delivery, (ii) to register the transfer of or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to
register the transfer of any Securities other than Securities having a principal amount of $2,000 or integral multiples of $1,000
in excess thereof.


 


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


 


Any Holder of a Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through
a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial
interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected
in a book entry. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the
Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations
under Internal Revenue Code Section 6045. In connection with any proposed transfer outside the book entry only system, the Company
or DTC shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply
with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal
Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have no responsibility to verify
or ensure the accuracy of such information.


 


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


 


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


 






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


 


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


 


Upon the issuance of any new Security under
this Section 3.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security issued pursuant to this
Section 3.06 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.


 


The provisions of this Section 3.06 are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.


 


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


 


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


 


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


 






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


 


Subject to the foregoing provisions of this
Section 3.07 and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.


 


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


 


SECTION 3.09.
Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange or tendered
and accepted pursuant to any Change of Control Offer pursuant to Section 10.10 shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section 3.09, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be cancelled by the Trustee in its customary manner.


 






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


 


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


 


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


 


SECTION 3.13.
Issuance of Additional Securities. The Company shall be entitled to issue Additional Securities under this Indenture
which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and
issue price; provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal
tax purposes with any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional
Securities shall be treated as a single class for all purposes under this Indenture and shall vote and consent, together with any
Outstanding Securities as one class, on all matters that require their vote or consent under this Indenture, except in the case
of any matter that affects only the Outstanding Securities.


 


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


 


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


 


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


 


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


 






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


 


ARTICLE
IV

Satisfaction and Discharge


 


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


 


(1) either:


 


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


 


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


 


(i) have become due and payable,


 


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


 


(iii) will become due and payable
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,


 


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


 






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


 


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


 


Notwithstanding the satisfaction and discharge of this Indenture
pursuant to this Article IV, the obligations of the Company to the Trustee under Section 6.07, the obligations of the
Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section 4.01, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive such satisfaction and discharge.


 


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


 


ARTICLE
V

Remedies


 


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


 


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


 


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


 


(3) default in the performance
of, or breach of, the provisions set forth in Article VIII;


 






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(4) failure to comply with any
of its obligations set forth in Section 10.10 in connection with a Change of Control (other than a default with respect to
the failure to purchase the Securities), for a period of 30 days after written notice of such failure has been given to the Company
by the Trustee or the Holders of at least 30.0% in aggregate principal amount of the Outstanding Securities;


 


(5) default in the performance
of, or breach of, any covenant or agreement of the Company or the Guarantors under this Indenture (other than a default in the
performance or breach of a covenant or agreement which is specifically dealt with in clauses (1), (2), (3) or (4)) and such
default or breach shall continue for a period of 60 days after written notice has been given, by certified mail:


 


(A) to the Company by the Trustee;
or


 


(B) to the Company and the Trustee
by the Holders of at least 30.0% in aggregate principal amount of the Outstanding Securities;


 


(6) default or defaults under
one or more agreements, instruments, mortgages, bonds, debentures or other evidences of Indebtedness under which the Company or
any Significant Subsidiary then has outstanding Indebtedness in excess of $200,000,000, in each case, either individually or in
the aggregate, and either:


 


(A) such Indebtedness is already
due and payable in full; or


 


(B) such default or defaults have
resulted in the acceleration of the maturity of such Indebtedness;


 


provided that no Default or Event of Default
shall be deemed to occur with respect to any such accelerated Indebtedness that is paid or is otherwise acquired or retired within
20 Business Days after such acceleration;


 


(7) one or more judgments, orders
or decrees of any court or regulatory or administrative agency of competent jurisdiction for the payment of money in excess of
$200,000,000, in each case, either individually or in the aggregate, shall be entered against the Company or any Significant Subsidiary
or any of their respective properties and shall not be discharged and there shall have been a period of 90 days after the
date on which any period for appeal has expired and during which a stay of enforcement of such judgment, order or decree, shall
not be in effect;


 


(8) the entry of a decree or order
by a court having jurisdiction in the premises:


 


(A) for relief in respect of the
Company or any Significant Subsidiary in an involuntary case or proceeding under the Bankruptcy Code or any other federal, state
or foreign bankruptcy, insolvency, reorganization or similar law; or


 






    	 	49	 



     


    

 


(B)
adjudging the Company or any Significant Subsidiary bankrupt or insolvent, or seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company or any Significant Subsidiary under the Bankruptcy Code or any other similar
federal, state or foreign law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or any Significant Subsidiary or of any substantial part of any of their properties, or
ordering the winding up or liquidation of any of their affairs, and the continuance of any such decree or order unstayed and
in effect for a period of 60 consecutive days;


 


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


 


(10) any of the Guarantees of
the Securities by a Guarantor that is a Significant Subsidiary ceases to be in full force and effect or any of such Guarantees
is declared to be null and void and unenforceable or any of such Guarantees is found to be invalid or any of the Guarantors denies
its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of this Indenture)
and such event continues for 10 Business Days.


 


SECTION 5.02.
Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than those covered by clause (8)
or (9) of Section 5.01 with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary) shall occur
and be continuing, the Trustee, by written notice to the Company, or the Holders of at least 30.0% in aggregate principal amount
of the Securities then Outstanding, by written notice to the Trustee and the Company, in each case specifying in such notice the
respective Event of Default and that such notice is a “notice of acceleration,” may declare the principal of, premium,
if any, and accrued and unpaid interest, if any, on all of the Outstanding Securities due and payable immediately; provided
that a notice of Event of Default may not be given with respect to any action taken, and reported publicly or to Holders, more
than two years prior to such notice of Event of Default.


 






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Any notice of Event
of Default, notice of acceleration or instruction to the Trustee to provide a notice of Event of Default, notice of
acceleration or to take any other action (a “Noteholder Direction”) provided by any one or more Holders
(each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the
Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being
instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a
“Position Representation”), which representation, in the case of a Noteholder Direction relating to a
notice of Event of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise
ceases to exist or the Securities are accelerated. In addition, each Directing Holder must, at the time of providing a
Noteholder Direction, provide the Company with such other information as the Company may reasonably request from time to time
in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request
therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position
Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Securities in
lieu of DTC or its nominee.


 


If, following the delivery of a Noteholder
Direction, but prior to acceleration of the Securities, the Company determines in good faith that there is a reasonable basis to
believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence
that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was,
at such time, in breach of its Position Representation and seeking to invalidate any Event of Default that resulted from the applicable
Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable
determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior
to acceleration of the Securities, the Company provides to the Trustee an Officers’ Certificate stating that a Directing
Holder failed to satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the
applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of
the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and,
if, without the participation of such Holder, the percentage of Securities held by the remaining Holders that provided such Noteholder
Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab
initio, with the effect that such Event of Default shall be deemed never to have occurred.


 


If an Event of Default specified in clause (8)
or (9) of Section 5.01 with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary occurs and
is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Outstanding Securities
shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of
Securities.


 


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


 


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


 





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


 






    	 	51	 



     


    

 


(B) all overdue interest on all
Securities;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii) the Holders of not less than
30.0% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Upon any such waiver, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but
no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. In the case of any such
waiver, the Company, the Guarantors or any other obligor under the Securities, the Trustee and the Holders shall be restored to
their former positions and rights hereunder and under the Securities, respectively.


 


SECTION 5.14.
Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such
suit to file an undertaking to pay the costs of such suit (including reasonable counsel fees and expenses), and may assess costs
against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither
this Section 5.14 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company or a Guarantor, in any suit instituted by the Trustee, in any suit
instituted by any Holder or group of Holders, holding in the aggregate more than 10.0% in principal amount of the Outstanding Securities,
or in any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the Stated Maturity expressed in such Security (or, in the case of redemption, on or after the Redemption
Date or, in the case of a Change of Control Offer, made by the Company and required to be accepted as to such Security, on the
applicable Purchase Date, in each case as applicable).


 


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


 






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ARTICLE
VI

The Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


(e) None of the Trustee or any agent of the
Trustee shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(i) the rights, privileges, protections,
immunities and benefits given to the Trustee, including 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;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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SECTION 6.07.
Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such compensation
as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise
expressly provided herein, to promptly reimburse the Trustee upon its request for all reasonable and documented expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable and documented
compensation and the reasonable and documented expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may have been caused by its negligence or willful misconduct; and (3) to indemnify the Trustee, its
directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability or
expense incurred without negligence or bad faith on its part, including taxes (other than taxes based upon, measured by or determined
by the revenue or income of the Trustee), arising out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.


 


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


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.01(8) or Section 5.01(9), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or other similar law.


 


Notwithstanding any provisions of this Indenture,
the provisions of this Section 6.07 shall survive the resignation or removal of the Trustee and any satisfaction and discharge
of this Indenture.


 


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


 


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


 






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


 


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


 


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


 


(d) If at any time:


 


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


 


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


 


(iii) the Trustee shall become incapable
of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation;


 


then, in any such case, (A) the Company or any
Guarantor, in each case by a Board Resolution, may remove the Trustee, or (B) subject to Section 5.14, any Holder who
has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


SECTION 6.14.
Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents which shall be authorized
to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer
or partial redemption or partial purchase or pursuant to Section 3.06, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by
an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under
the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal
or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section 6.14, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14.


 


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all
of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided
that such corporation shall be otherwise eligible under this Section 6.14, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.


 






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An Authenticating Agent may resign at
any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in
Section 1.06, to all Holders as their names and addresses appear in the Security Register. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 6.14.


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 6.14.


 


If an appointment is made pursuant to this
Section 6.14, the Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


 


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


 


	Dated:	 	 	Wells
    Fargo Bank, National Association, as Trustee
	 	 	 	 
	 	 	By	                                                                      
	 	 	As
    Authenticating Agent
	 	 	 
	 	 	By	 
	 	 	Authorized
    Signatory




 


ARTICLE
VII

Holders’ Lists and Reports by Trustee and Company


 


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


 


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


 






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


 


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


 


SECTION 7.03.
Reports by Trustee. (a) Within 60 days after June 15 of each year commencing June 15, 2021, the Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under this Indenture to the extent required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 


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


 


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


 


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


 


ARTICLE
VIII

Consolidation, Merger, Sale of Assets, etc.


 


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


 






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(1) either:


 


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


 


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


 


(2) immediately after giving effect
to such transaction or series of transactions on a pro forma basis (including any Indebtedness incurred or anticipated to be incurred
in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred
and be continuing.


 


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


 


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


 


For all purposes of this Indenture and the
Securities (including the provisions of this Article VIII and Section 10.09), Subsidiaries of any Surviving Entity shall,
upon consummation of such transaction or series of related transactions, become Restricted Subsidiaries unless and until designated
as Unrestricted Subsidiaries.


 






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ARTICLE
IX


Amendments; Waivers;
Supplemental Indentures


 


SECTION 9.01.
Amendments, Waivers and Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the
Company and the Trustee, at any time and from time to time, may together amend, modify, waive or supplement this Indenture, the
Securities or the Guarantees for any of the following purposes:


 


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


 


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


 


(iii) to secure the Securities
or to release or discharge security for the Securities in accordance with the terms of this Indenture;


 


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


 


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


 


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


 


(vii) to conform any provision
of this Indenture to any provision under the heading “Description of the Notes” in the Prospectus;


 


(viii) to add Guarantees or release
or discharge Guarantees in accordance with the terms of this Indenture;


 


(ix) to provide for uncertificated
Securities in addition to or in place of certificated Securities;


 


(x) to make such provisions as
necessary (as determined in good faith by the Company) for the issuance of Additional Securities; or


 


(xi) to evidence and provide for
the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof.


 


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


 






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SECTION 9.02.
Modifications, Amendments and Supplemental Indentures with Consent of Holders. With the consent of the Holders of
a majority in principal amount of the Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee,
the Company and the Guarantors, when authorized by Board Resolutions, and the Trustee may together modify, amend or supplement
this Indenture, the Securities or the Guarantees, for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture; provided,
however, that no such modification, amendment or supplemental indenture may, without the consent of the Holder of each Outstanding
Security affected thereby:


 


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


 


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


 


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


 


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


 


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


 


(vi) reduce or change the rate
or time for payment of interest on the Securities.


 


It shall not be necessary for any Act of Holders
under this Section 9.02 to approve the particular form of any proposed modification, amendment or supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.


 


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


 


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


 






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


 


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


 


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


 


SECTION 9.07.
Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any covenant or condition
set forth in Section 8.01, Sections 10.04 to 10.11, inclusive, and Section 10.13, and pursuant to Section 9.01(ii),
if before the time for such compliance the Holders of a majority in principal amount of the Outstanding Securities shall, by Act
of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition
shall remain in full force and effect; provided, however, with respect to an Offer as to which an Offer to Purchase
has been delivered electronically or mailed, no such waiver may be made or shall be effective against any Holder tendering Securities
pursuant to such Offer, and the Company may not omit to comply with the terms of such Offer as to such Holder.


 


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


 






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ARTICLE
X

Covenants


 


SECTION 10.01.
Payment of Principal, Premium and Interest. The Company shall pay the principal of (and premium, if any) and interest
on the Securities in accordance with the terms of the Securities and this Indenture. The Company shall deposit or cause to be deposited
with the Trustee or its nominee, no later than 11:00 a.m. New York City time on the date of the Stated Maturity of any Security
or no later than 11:00 a.m. New York City time on the due date for any installment of interest, all payments so due, which payments
shall be in immediately available funds on the date of such Stated Maturity or due date, as the case may be.


 


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


 


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


 


The Company hereby initially designates the
Trustee as Paying Agent and Security Registrar, and the Corporate Trust Office of the Trustee in the Borough of Manhattan, The
City of New York, located at 150 East 42nd Street, 40th Floor, New York, New York 10017, Attention: Corporate Trust Services –
Administrator for United Rentals, as one such office or agency of the Company for each of the aforesaid purposes.


 


SECTION
10.03. Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying
Agent, it shall, on or before 11:00 a.m. New York City time on each due date of the principal of (and premium, if any) or
interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to
act.


 






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


 


The Company shall cause each Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 10.03, that such Paying Agent shall: (i) comply with the provisions of the
Trust Indenture Act applicable to it as Paying Agent and (ii) during the continuance of any default by the Company (or any
other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.


 


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


 


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


 


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


 






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SECTION 10.05.
[Reserved].


 


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


 


SECTION 10.07.
[Reserved].


 


SECTION 10.08.
[Reserved].


 


SECTION 10.09.
Limitation on Liens. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create, incur,
assume or suffer to exist any Lien (the “Initial Lien”) of any kind (except for Permitted Liens) securing any
Indebtedness, unless the Securities are equally and ratably secured (except that Liens securing Subordinated Indebtedness shall
be expressly subordinate to Liens securing the Securities to the same extent such Subordinated Indebtedness is subordinate to the
Securities).


 


(b) Any Lien created for the benefit of the
Holders pursuant to Section 10.09(a) shall provide by its terms that such Lien shall be automatically and unconditionally released
and discharged upon the release and discharge of the Initial Lien.


 


(c) For the purposes of determining compliance
with, and the outstanding principal amount of Indebtedness secured by a Lien for purposes of, this Section 10.09, in the event
that such Lien meets the criteria of more than one type of Permitted Lien, the Company, in its sole discretion, shall classify,
and may from time to time reclassify, such Lien and only be required to include the amount and type of Indebtedness secured by
such Lien in one or a combination of Permitted Liens; provided that Liens securing Indebtedness outstanding on the Issue
Date under the ABL Credit Agreement shall be treated as incurred pursuant to clause (b) of the definition of “Permitted Liens”.


 


(d) Except as provided in clause (e) below
with respect to Liens securing Indebtedness denominated in a foreign currency, the amount of any Indebtedness secured by a Lien
outstanding as of any date shall be:


 


(i) the accreted value of the
Indebtedness, in the case of any Indebtedness issued with original issue discount;


 






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(ii) the principal amount of the
Indebtedness, in the case of any other Indebtedness; and


 


(iii) in respect of Indebtedness
of another Person secured by a Lien on the assets of the specified Person, the lesser of:


 


(A) the Fair Market Value of such
assets at the date of determination; and


 


(B) the amount of the Indebtedness
of the other Person.


 


(e) For purposes of determining compliance
with any dollar-denominated restriction on the incurrence of Liens securing Indebtedness denominated in a foreign currency, the
dollar-equivalent principal amount of such Indebtedness secured by Liens 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 secured by Liens,
or first committed, in the case of revolving credit Indebtedness secured by Liens; provided that (x) the dollar-equivalent
principal amount of any such Indebtedness secured by Liens 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 on Liens 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 secured by Liens, calculated as described in the following sentence, 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 secured by Liens 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 secured by Liens 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 10.10.
Change of Control. (a) On or before the 30th day after the date of the occurrence of a Change of Control, the Company
shall make an Offer to Purchase (a “Change of Control Offer”) on a Business Day not more than 60 nor less than
10 days following the delivery to each Holder of the notice described in paragraph (b) below (the “Change of Control
Purchase Date”), all of the then Outstanding Securities tendered at a purchase price in cash (the “Change of
Control Purchase Price”) equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon
to the Change of Control Purchase Date. The Company shall be required to purchase all Securities tendered into the Change of Control
Offer and not withdrawn.


 






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(b) Within 30 days following any Change of
Control, the Company shall deliver a notice to each Holder describing the transaction or transactions that constitute the Change
of Control and stating all other information as set forth in the definition of “Offer to Purchase.”


 


(c) On the Change of Control Purchase Date,
the Company shall (i) accept for payment Securities or portions thereof (not less than $2,000 principal amount and integral
multiples of $1,000 in excess thereof) tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and
accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officers’ Certificate setting
forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail
or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and make available for delivery to such Holders a new Security of like tenor equal in principal amount to any unpurchased
portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company shall publicly announce the results of the Change of Control Offer not later than the third Business
Day following the Change of Control Purchase Date.


 


(d) The Company shall not be required to make
a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Company and purchases
all Securities validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption for all outstanding
Securities has been given pursuant to Section 11.01, unless and until there is a default in payment of the applicable Redemption
Price.


 


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


 


(f) Notwithstanding anything to the contrary
herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change
of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.


 


SECTION
10.11. Additional Subsidiary Guarantors. The Company shall cause each Domestic Restricted Subsidiary, other
than (unless otherwise determined by the Company) any Foreign Subsidiary Holding Company or Subsidiary of a Foreign
Subsidiary, that guarantees any Indebtedness of the Company or of any other Restricted Subsidiary incurred pursuant to the
ABL Credit Agreement to, within a reasonable time thereafter, execute and deliver to the Trustee a Guaranty Agreement
pursuant to which such Domestic Restricted Subsidiary will Guarantee payment of the Securities on the same terms and
conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness
giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.11). This Section 10.11
shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted
Subsidiary.


 






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SECTION 10.12.
Reporting Requirements. For so long as the Securities are outstanding, whether or not the Company is subject to Section 13(a)
or 15(d) of the Exchange Act, or any successor provision thereto, the Company shall file with the Commission (if permitted by Commission
practice and applicable law and regulations) the annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto
if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the “Required
Filing Dates”) by which the Company would have been required so to file such documents if the Company were so subject.
If, notwithstanding the preceding sentence, filing such documents by the Company with the Commission is not permitted by Commission
practice or applicable law or regulations, the Company shall transmit (or cause to be transmitted) electronically or by mail to
all Holders, as their names and addresses appear in the Security Register, copies of such documents within 30 days after the
Required Filing Date (or make such documents available on a website maintained by the Company or Holdings).


 


SECTION 10.13.
Compliance Certificates. The Company shall deliver to the Trustee, prior to April 30 in each year commencing with
the year beginning on January 1, 2021, an Officers’ Certificate, stating whether or not to the best knowledge of the signers
thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided hereunder), and if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which he may have knowledge.


 


SECTION 10.14.
Suspension of Covenants. (a) During any period of time that:


 


(x) the Securities have Investment
Grade Ratings from both Rating Agencies, and


 


(y) no
Default has occurred and is continuing (the occurrence of the events described in the foregoing clause (x) and this clause
(y) being collectively referred to as a “Suspension Event”), the Company and its Restricted Subsidiaries
shall not be subject to Sections 10.10 and 10.11 of this Indenture (collectively, the “Suspended
Covenants”).


 


(b) In the event that the Company and its
Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on
any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade
Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Company and its Restricted
Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events.


 


(c) The period of time between the occurrence
of a Suspension Event and the Reversion Date is referred to in this Indenture as the “Suspension Period.”


 






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(d) In the event that during the Suspension
Period, a transaction is announced or the Company enters into an agreement to effect a transaction, in each case that would result
in a Change of Control, and either (i) one or both of the Rating Agencies indicate that if consummated, such transaction (alone
or together with any related transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade
the rating assigned to the Securities below an Investment Grade Rating or (ii) one or both of the Rating Agencies withdraws its
Investment Grade Rating or downgrades the rating assigned to the Securities below an Investment Grade Rating within 60 days following
the consummation of such transaction (which period shall be extended so long as the rating of the Securities is under publicly
announced consideration for possible downgrade by any of the Rating Agencies as a result of such transaction) and such Rating Agency
announces, publicly confirms or informs the Trustee upon the Company’s written request that the withdrawal or reduction was
the result of such transaction, then the Company and its Restricted Subsidiaries will be subject to Section 10.10 with respect
to such transaction and the obligations under Section 10.10 will be reinstated until the occurrence of a Suspension Event.


 


(e) Upon the Reversion Date, the obligation
to grant Guarantees pursuant to Section 10.11 shall be reinstated (and the Reversion Date shall be deemed to be the date on
which any guaranteed Indebtedness was incurred for purposes of Section 10.11). 


 


(f) During the Suspension Period, at the Company’s
request, the Guarantee of a Subsidiary Guarantor shall be released from all obligations under its Guarantee pursuant to Section 13.05(vii).
Any Guarantees that were released pursuant to Section 13.05(vii) shall be required to be reinstated reasonably promptly to
the extent such Guarantees would otherwise be required to be provided hereunder.


 


(g) Notwithstanding that the Suspended Covenants
may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of any failure to comply with the
Suspended Covenants during any Suspension Period and the Company and any subsidiary shall be permitted, following a Reversion Date,
without causing a Default or Event of Default or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof),
to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following
a Reversion Date and to consummate the transactions contemplated thereby.


 


(h) The Company shall give the Trustee prompt
written notice of any Suspension Event. In the absence of such notice the Trustee shall assume and be fully protected in so assuming
the Suspended Covenants apply and are in full force and effect. The Company shall give the Trustee prompt written notice of any
occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date the Trustee shall assume the Suspended
Covenants apply and are in full force and effect. For the avoidance of doubt, the Trustee shall have no obligation to discover
or verify the existence or termination of any Suspension Event or Reversion Date.


 






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ARTICLE
XI


Redemption of
Securities


 


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


 


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


 


SECTION 11.03.
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities pursuant to Section 11.01
shall be evidenced by a Board Resolution.  In the event of any redemption at the election of the Company pursuant to Section 11.01,
the Company shall notify the Trustee at least five Business Days prior (or such shorter period as may be acceptable to the
Trustee) to the date on which notice is required to be delivered or mailed or caused to be delivered or mailed to Holders pursuant
to Section 11.05 of such Redemption Date and of the principal amount of Securities to be redeemed.


 


SECTION 11.04.
Selection and Notice of Redemption. In the event that less than all of the Securities are to be redeemed at any time,
selection of such Securities for redemption shall be made on a pro rata basis (subject to the rules of the Depositary) unless otherwise
required by law or applicable stock exchange requirements; provided, however, that Securities shall only be redeemable
in principal amounts of $2,000 or an integral multiple of $1,000 in excess thereof.


 


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


 


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


 


SECTION 11.05.
Notice of Redemption. Notice of redemption shall be delivered electronically or by first class mail, postage prepaid,
mailed not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register, except that redemption notices may be delivered electronically or mailed more than
60 days prior to the Redemption Date if the notice of redemption is issued in connection with (i) a satisfaction and
discharge of Securities in accordance with Article IV or (ii) a defeasance in accordance with Article XII.


 






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


 


(i) the Redemption Date;


 


(ii) the Redemption Price;


 


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


 


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


 


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


 


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


 


Notice of redemption of Securities to be redeemed
pursuant to Section 11.01 shall be given by the Company or, at the Company’s request and provision of such notice information
to the Trustee five days prior (or such shorter period as may be acceptable to the Trustee) to the delivery or mailing of such
notice, by the Trustee in the name and at the expense of the Company.


 


Notices of redemption pursuant to Section 11.01
may be subject to the satisfaction of one or more conditions precedent established by the Company in its sole discretion. If a
redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and
if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time (including
more than 60 days after the date the notice of redemption was delivered) as any or all conditions shall be satisfied, or such redemption
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. In addition, the Company may provide in any notice of redemption for
the Securities that payment of the Redemption Price and the performance of the Company’s obligations with respect to such
redemption may be performed by another Person.


 


SECTION
11.06. Deposit of Redemption Price. Prior to or by 11:00 a.m. New York City time on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price, of,
and (except if the Redemption Date shall be an Interest Payment Date) any applicable accrued interest on, all the Securities
which are to be redeemed on that date.


 






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SECTION 11.07.
Securities Payable on Redemption Date. Notice of redemption having been given as provided in Section 11.05,
the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Company shall default in the payment of the Redemption Price and any applicable accrued
interest), interest shall cease to accrue on such Securities or portions thereof. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with any applicable
accrued and unpaid interest to the Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more predecessor securities,
registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 3.07.


 


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


 


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


 


ARTICLE
XII

Legal Defeasance and Covenant Defeasance


 


SECTION 12.01.
Option to Effect Legal Defeasance or Covenant Defeasance. The Company may at any time, at the option of its Board
of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate, elect to have either Section 12.02
or 12.03 be applied to all Outstanding Securities upon compliance with the conditions set forth below in this Article XII.


 






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SECTION
12.02. Legal Defeasance and Discharge. Upon the Company’s exercise under Section 12.01 of the option
applicable to this Section 12.02, the Company and each of the Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 12.04, be deemed to have been discharged from their obligations with respect to all
Outstanding Securities (including the Guarantees) on the date the conditions set forth below are satisfied (hereinafter,
“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be
deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Securities (including the
Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 and
the other Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all their other
obligations under such Securities, the Guarantees and this Indenture (and the Trustee, on written demand of and at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:


 


(i) the rights of Holders of Outstanding
Securities to receive payments in respect of the principal of, or interest or premium, if any, on, such Securities when such payments
are due from the trust referred to in Section 12.04;


 


(ii) the Company’s obligations
with respect to such Securities under Article II, Article III and Section 10.02;


 


(iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith;
and


 


(iv) this Article XII.


 


Subject to compliance with this Article XII,
the Company may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03.


 


SECTION 12.03.
Covenant Defeasance. Upon the Company’s exercise under Section 12.01 of the option applicable to this
Section 12.03, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 12.04,
be released from each of their obligations under the covenants contained in Sections 10.06, 10.09, 10.10, 10.11, 10.12, and
any covenant provided pursuant to Section 9.01(ii) with respect to the Outstanding Securities on and after the date the conditions
set forth in Section 12.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Securities shall
thereafter be deemed not “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, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the Outstanding Securities and Guarantees, the Company and the
Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant 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 5.01, but, except as specified above, the remainder of this Indenture
and such Securities and Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise under Section 12.01
of the option applicable to this Section 12.03, subject to the satisfaction of the conditions set forth in Section 12.04,
Sections 5.01(3) through 5.01(5) shall not constitute Events of Default.


 






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SECTION 12.04. Conditions to Legal or
Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 12.02 or
12.03:


 


(i) the Company must irrevocably
deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations,
or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal
firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on, the Outstanding Securities
on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Company must specify whether
the Securities are being defeased to such stated date for payment or to a particular Redemption Date;


 


(ii) in the case of an election
under Section 12.02, the Company must deliver to the Trustee an Opinion of Counsel confirming that:


 


(1) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling; or


 


(2) since the date of this Indenture,
there has been a change in the applicable federal income tax law,


 


in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the Outstanding Securities shall not recognize income, gain or loss
for federal income tax purposes as a result of such Legal Defeasance and shall be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(iii) in the case of an election
under Section 12.03, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the Outstanding
Securities shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and
shall be subject to 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;


 


(iv) no Default or Event of Default
shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit) and the deposit shall not result in a breach or violation of, or constitute a
default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is
bound;


 


(v) such Legal Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries
is bound;


 


(vi)
the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or others; and


 






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(vii) the Company must deliver
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.


 


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


 


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


 


Notwithstanding anything in this Article XII
to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or
non-callable U.S. Government Obligations held by it as provided in Section 12.04 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the
opinion delivered under Section 12.04(i)), are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


SECTION 12.06.
Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of, premium, if any, or interest on, any Security and remaining unclaimed for two years after
such principal, premium or interest has become due and payable shall be paid to the Company on its request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter be permitted to look only to
the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in the
New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining shall be repaid to the Company.


 






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SECTION 12.07. Reinstatement. If the
Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable U.S. Government Obligations in accordance with
Section 12.02 or 12.03, 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 Company’s and the Guarantors’
obligations under this Indenture and the Securities and the Guarantees shall be revived and reinstated as though no deposit
had occurred pursuant to Section 12.02 or 12.03 until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 12.02 or 12.03, as the case may be; provided, however, that, if the
Company makes any payment of principal of or any premium or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or Paying Agent.


 


ARTICLE
XIII

Guarantee


 


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


 


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


 


The Guarantors
shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under any Guarantee; provided, however, that if a Default has occurred and is
continuing, the right to receive payment in respect of such right of contribution shall be suspended until the payment in
full of all Guaranty Obligations hereunder.


 






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


 


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


 


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


 


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


 


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


 






    	 	84	 



     


    

 


Each Guarantor agrees that it shall not be
entitled to any right of subrogation in relation to the Holders in respect of any Guaranty Obligations guaranteed hereby until
payment in full of all Guaranty Obligations. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranty Obligations guaranteed hereby may be accelerated
as provided in Article V for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranty Obligations guaranteed hereby, and (y) in the event of any declaration
of acceleration of such Guaranty Obligations as provided in Article V, such Guaranty Obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purposes of this Section 13.01.


 


Each Guarantor also agrees to pay any and
all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing
any rights under this Section 13.01.


 


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


 


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


 


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


 


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


 


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


 






    	 	85	 



     


    







 


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


 


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


 


SECTION 13.05.
Release of Guarantors. The Guarantee of a Subsidiary Guarantor shall automatically be released from all obligations
under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or the execution
or delivery or any document: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the
Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the
Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the
sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation)
to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided
such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided
that no Default or Event of Default shall occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance
or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v)
if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted
Subsidiary; (vi) upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article IX;
(vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor is released from
its obligations under Guarantees of payment by the Company of Indebtedness of the Company under the ABL Credit Agreement or (B)
at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary
Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the Company to the Trustee of an
Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee
shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its
Guarantee endorsed on the Securities and under this Article XIII.


 


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


 






    	 	86	 



     


    

 


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


 


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


 






    	 	87	 



     


    







 


This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective 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 be their original
signatures for all purposes.


 


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


 


	 	Very truly yours,
	 	 	 
	 	United Rentals (North America), Inc.
	 	 	 
	 	By:	/s/ Irene Moshouris
	 	Name:	Irene Moshouris
	 	Title:	Senior Vice President and Treasurer
	 	 	 
	 	United Rentals, Inc.
	 	 	 
	 	By:	/s/ Irene Moshouris
	 	Name:	Irene Moshouris
	 	Title:	Senior Vice President and Treasurer
	 	 	 
	 	United Rentals (Delaware), Inc.
	 	 	 
	 	By:	/s/ Irene Moshouris
	 	Name:	Irene Moshouris
	 	Title:	Vice President and Treasurer
	 	 	 
	 	United Rentals Highway Technologies Gulf, LLC
	 	 	 
	 	By:	/s/ Irene Moshouris
	 	Name:	Irene Moshouris
	 	Title:	Vice President and Treasurer



 






    	 	 	 



     


    

 







	 	United Rentals Realty, LLC,
	 	by United Rentals (North America), Inc., its Sole Member
	 	 	 
	 	By:	/s/ Irene Moshouris
	 	Name:	Irene Moshouris
	 	Title:	Senior Vice President and Treasurer



 






    	 	 	 



     


    

 





	 	Wells Fargo Bank,
National Association, as Trustee


	 	 	 
	 	By:	/s/ Patick Giordano
	 	Name:	Patrick Giordano
	 	Title:	Vice President


 






    	 	 	 



     


    

 


SCHEDULE A


 


	
        Subsidiary Guarantor
	 	Place of Formation
	United Rentals (Delaware), Inc.	 	Delaware
	 	 	 
	United Rentals Highway Technologies Gulf, LLC	 	Delaware
	 	 	 
	United Rentals Realty, LLC	 	Delaware



 






    	 	 	 



     


    

 


APPENDIX


 




PROVISIONS RELATING TO THE SECURITIES


 


1.            Definitions


 


1.1       Definitions.


 


For the purposes of this Appendix the following
terms shall have the meanings indicated below (and other capitalized terms shall have their respective meanings as defined in the
Indenture):


 


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


 


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


 


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


 


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


 


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


 


“Underwriting Agreement” means
(a) the underwriting agreement, dated July 31, 2020, among the Company, the Guarantors and BofA Securities, Inc., as representative
of the Underwriters, and (b) any other similar underwriting agreement relating to Additional Securities.


 


1.2       Other
Definitions.


 


	Term:	 	Defined in Section:
	“Agent Members”	 	2.1(c)
	“Global Security”	 	2.1(b)



 


2.            The Securities


 


2.1       Form.


 


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


 






    	 	 	 



     


    

 


(b)       Global
Securities. The Securities shall be issued initially in the form of one or more global Securities in definitive, fully
registered form (collectively, the “Global Securities”) without interest coupons and bearing the Global
Securities Legend, which shall be deposited on behalf of the Holders of the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee and on the schedules thereto as hereinafter provided.


 


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


 


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


 


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


 


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


 


2.2       Authentication.
The Trustee shall authenticate and make available for delivery upon a Company Order of the Company signed by one Officer of the
Company (a) Securities for original issue on the date hereof in an aggregate principal amount of $1,100,000,000 and (b) subject
to the terms of this Indenture, Additional Securities in an unlimited aggregate principal amount. Such order shall specify the
amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and, in
the case of an issuance of Additional Securities pursuant to Section 3.13 of the Indenture after the Issue Date, shall certify
that such issuance is in compliance with this Indenture.


 


2.3       Transfer
and Exchange.


 


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


 


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


 






    	 	 	 



     


    







 


(ii)       to
exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,
the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such
transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and
the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.


 


(b)       Restrictions
on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be exchanged
for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the
Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Security Registrar, together with written instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate
principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary
account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities
Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities
Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal
amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled.
If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities
pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form
of an Officers’ Certificate, a new Global Security in the appropriate principal amount.


 


(c)       Transfer
and Exchange of Global Securities.


 


(i)       The
transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance
with this Indenture and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Security shall
deliver a written order given in accordance with the Depositary’s procedures containing information regarding the participant
account of the Depositary to be credited with a beneficial interest in such Global Security or another Global Security and such
account shall be credited in accordance with such order with a beneficial interest in the applicable Global Security and the account
of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Security being transferred.


 


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


 






    	 	 	 



     


    

 


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


 


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


 


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


 


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


 


(ii)       No
service charge shall be made for any registration of transfer or exchange of Securities except as provided in Section 3.06
of this Indenture, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 3.04,
9.06 or 11.08 of this Indenture or in accordance with any Change of Control Offer pursuant to Section 10.10 of this Indenture,
and in any such case not involving any transfer.


 


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


 


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


 









    	 	 	 



     


    

 


(f)       No
Obligation of the Trustee.


 


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


 


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


 


2.4       Definitive
Securities.


 


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


 


(b)       Any
Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by
the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee
shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal
amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this
Section shall be executed, authenticated and delivered only in denominations of $2,000 or integral multiples of $1,000 in
excess thereof and registered in such names as the Depositary shall direct.


 






    	 	 	 



     


    

 


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


 


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


 






    	 	 	 



     


    

 


EXHIBIT A


 





[FORM OF SECURITY]


 


[Global Securities Legend]


 


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


 


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


 






    	 	 	 



     


    







 


United Rentals (North America), Inc.


 


3.875% Senior Note due 2031


 


	No.________	$_________
	 	CUSIP NO. 911363 AM1
	 	ISIN NO. US911363AM11



 


United Rentals (North America), Inc., a corporation
duly organized and existing under the laws of the State of Delaware (herein called the “Company,” which term
includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assigns, the principal sum listed on the Schedule of Increases or Decreases in Global Security attached
hereto on February 15, 2031, and to pay interest thereon from August 10, 2020, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on February 15 and August 15 in each year, commencing
February 15, 2021, at the rate of 3.875% per annum, until the principal hereof is paid or duly provided for; provided, however,
that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 3.875%
per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or duly provided for. The interest so payable and punctually paid or duly provided for on any Interest Payment Date
shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 and August 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 shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture.


 


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


 


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


 


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


 






    	 	A-1	 



     


    

 





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


 


	 	UNITED RENTALS (NORTH AMERICA), INC.
	 	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Attest:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	 



 


	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 
	 	 	 
	This is one of the Securities referred to in the within-mentioned Indenture.	 
	 	 	 
	Dated: August 10, 2020	 
	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 
	AS TRUSTEE	 
	 	 	 
	By:	 	 
	 	Authorized Signatory	 



 






    	 	A-2	 



     


    

 



 


Form of Reverse of Security


 


This Security is one of a duly authorized
issue of Securities of the Company designated as 3.875% Senior Notes due 2031 (herein called the “Securities”),
limited in aggregate principal amount on the Issue Date to $1,100,000,000 issued and to be issued under an Indenture, dated as
of August 10, 2020 (herein called the “Indenture,” which term shall have the meaning assigned to it in such
instrument), among the Company, the Guarantors named therein 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 Company,
the Guarantors named therein, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. The Company shall be entitled to issue Additional Securities pursuant to Section 3.13
of the Indenture. The Securities include the Securities issued on the Issue Date and any Additional Securities. The Securities
issued on the Issue Date and any Additional Securities are treated as a single class of securities under the Indenture.


 


The terms of the Securities include those
expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders
of Securities are referred to the Indenture and the Trust Indenture Act for a statement of such terms.


 


Except as set forth below, the Company will
not be entitled to redeem this Security at its option prior to August 15, 2025.


 


This Security is redeemable at the Company’s
option, in whole or in part, at any time on or after August 15, 2025, at the Redemption Prices (expressed as percentages of principal
amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date (subject to the right of Holders
of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month
period beginning on August 15 of each of the years indicated below:


 


 


	Year	 	Redemption 
Price	 
	2025	 	 	101.938	%
	2026	 	 	101.292	%
	2027	 	 	100.646	%
	2028 and thereafter	 	 	100.000	%



 






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In addition, at any time, or from time to time, on or
prior to August 15, 2023, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings to redeem
up to an aggregate of 40.0% of the principal amount of the Securities at a Redemption Price equal to 103.875% of the
principal amount of the Securities, plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however,
that (1) at least 50.0% of the aggregate principal amount of Securities issued on the Issue Date (excluding Securities held
by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) the
Redemption Date is within 120 days of the consummation of any such Equity Offering.


 


Prior to August 15, 2025, the Company may
at its option redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Securities
plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the Redemption Date (subject to the right of Holders
on the relevant Record Date to receive interest due on the relevant Interest Payment Date).


 


The Company may, at its option, elect to redeem
the Securities pursuant to more than one type of redemption described herein on a concurrent basis.


 


“Adjusted Treasury Rate”
means, with respect to any Redemption Date, (i) the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after August 15,
2025, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and
the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest
month, except that if the period from the redemption date to August 15, 2025 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) or (ii) if such
release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields,
the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such Redemption Date, in each case calculated on the third
Business Day immediately preceding the Redemption Date, plus 0.50%.


 


“Applicable Premium”
means, with respect to any Securities at any Redemption Date, the greater of


 


		(1)	1.00% of the principal amount of such Securities; and



 


		(2)	the excess of (a) the present value at such Redemption Date of (i) the Redemption Price of the Securities on August
15, 2025 as set forth in the table appearing above plus (ii) all required remaining scheduled interest payments due
on such Securities through August 15, 2025 (but excluding accrued and unpaid interest to the Redemption Date), computed using a
discount rate equal to the Adjusted Treasury Rate as of such Redemption Date, over (b) the principal amount of such Securities
on such Redemption Date.



 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as having a maturity most nearly equal to the period
from the Redemption Date to August 15, 2025 that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to August 15, 2025.


 


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


 


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


 


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


 






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


 


The Securities are not subject to any sinking
fund.


 


The Indenture provides that, subject to Section 10.14,
the Company is obligated upon the occurrence of a Change of Control to make an offer to purchase all outstanding Securities
at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date
of purchase.


 


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


 


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


 


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


 


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


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 30.0%
in aggregate principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee and the
Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding for 45 days after receipt
of such notice, request and offer of indemnity. The foregoing shall not apply to certain suits described in the Indenture, including
any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein (or, in the case of redemption, on or after the Redemption Date or,
in the case of any purchase of this Security required to be made pursuant to a Change of Control Offer, on or after the relevant
Purchase Date).


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


The Indenture and this Security shall be governed
by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.


 



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ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


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


 


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


 


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


 


____________________________________________________________


 


Date: ________________ Your Signature: _____________________


 


____________________________________________________________


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


 






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[TO BE ATTACHED TO GLOBAL SECURITY]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


 


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


 


	
        Date of

        Exchange

         
	Amount of decrease in

 Principal Amount of this 

Global Security	Amount of increase in 

Principal Amount of this 

Global Security	Principal amount of this 

Global Security following 

such decrease or increase	Signature of authorized

 signatory of Trustee or

 Securities Custodian
	 	 	 	 	 


 






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OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security
purchased in its entirety by the Company pursuant to Section 10.10 of the Indenture, check the below box:


 


Section 10.10  ̈


 


If you want to elect to have only a part of
the principal amount of this Security purchased by the Company pursuant to Section 10.10 of the Indenture, state the portion
of such amount: $_____________


 


 


	Dated:	 	 	Your Signature:	 
	 	 	 	(Sign exactly as your name appears on the other side of this Security)




 


Signature Guarantee: __________________________________


 


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


 






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EXHIBIT B


 


[FORM OF NOTATION ON SECURITY RELATING TO
GUARANTEE]


 


GUARANTEE


 


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


 


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


 


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


 


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


 


[Signature page follows]


 






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	 	United Rentals, Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	United Rentals (Delaware), Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:	 
	 	 
	 	 
	 	United Rentals Realty, LLC,
	 	by United Rentals (North America), Inc., its Sole Member
	 	 
	 	By:	 
	 	Name:	 
	 	Title:
	 	 
	 	 
	 	United Rentals Highway Technologies Gulf, LLC
	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 




 






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