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


 


THE BANK OF NEW YORK MELLON


 


as Trustee


 






 


Indenture


 


Dated as of June 9, 2009


 






 


$500,000,000


 


10.875% Senior Notes Due 2016


 

















 


CROSS REFERENCE TABLE(1)


 


	
  Trust
  Indenture Act

  	
   

  	
  Indenture

  	
   

  
	
  Selection

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  6.09

  	
   

  
	
  310(a)(2)

  	
   

  	
  6.09

  	
   

  
	
  310(a)(3)

  	
   

  	
  N.A.

  	
  (2)

  
	
  310(a)(4)

  	
   

  	
  N.A.

  	
   

  
	
  310(a)(5)

  	
   

  	
  N.A.

  	
   

  
	
  310(b)

  	
   

  	
  6.08; 6.10

  	
   

  
	
  310(c)

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
  6.13

  	
   

  
	
  311(b)

  	
   

  	
  6.13

  	
   

  
	
  311(c)

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
  7.01; 7.02

  	
   

  
	
  312(b)

  	
   

  	
  7.02

  	
   

  
	
  312(c)

  	
   

  	
  7.02

  	
   

  
	
  313(a)

  	
   

  	
  7.03

  	
   

  
	
  313(b)

  	
   

  	
  7.03

  	
   

  
	
  313(c)

  	
   

  	
  1.06

  	
   

  
	
  313(d)

  	
   

  	
  7.03

  	
   

  
	
  314(a)

  	
   

  	
  7.04

  	
   

  
	
  314(b)

  	
   

  	
  N.A.

  	
   

  
	
  314(c)(1)

  	
   

  	
  1.02

  	
   

  
	
  314(c)(2)

  	
   

  	
  1.02

  	
   

  
	
  314(c)(3)

  	
   

  	
  N.A.

  	
   

  
	
  314(d)

  	
   

  	
  N.A.

  	
   

  
	
  314(e)

  	
   

  	
  1.02

  	
   

  
	
  314(f)

  	
   

  	
  N.A.

  	
   

  
	
  315(a)

  	
   

  	
  6.01

  	
   

  
	
  315(b)

  	
   

  	
  6.02

  	
   

  
	
  315(c)

  	
   

  	
  6.01

  	
   

  
	
  315(d)

  	
   

  	
  6.01

  	
   

  
	
  315(e)

  	
   

  	
  5.14

  	
   

  
	
  316(a)(1)(A)

  	
   

  	
  5.12

  	
   

  
	
  316(a)(1)(B)

  	
   

  	
  5.13

  	
   

  
	
  316(a)(2)

  	
   

  	
  N.A.

  	
   

  
	
  316(a)(last
  sentence)

  	
   

  	
  1.01

  	
  (3)

  



 






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


 


(2) Not Applicable.


 


(3) Definition of “Outstanding.”


 


2

















 


	
  316(b)

  	
   

  	
  5.07; 5.08

  	
   

  
	
  316(c)

  	
   

  	
  1.04

  	
   

  
	
  317(a)(1)

  	
   

  	
  5.03

  	
   

  
	
  317(a)(2)

  	
   

  	
  5.04

  	
   

  
	
  317(b)

  	
   

  	
  10.03

  	
   

  
	
  318(a)

  	
   

  	
  1.07

  	
   

  



 


3

















 


TABLE OF CONTENTS


 


ARTICLE I


 


Definitions and Other Provisions of General
Application


 


	
  SECTION 1.01.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  SECTION 1.02.

  	
   

  	
  Compliance Certificates and Opinions

  	
   

  	
  28

  
	
  SECTION 1.03.

  	
   

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  28

  
	
  SECTION 1.04.

  	
   

  	
  Acts of Holders; Record Dates

  	
   

  	
  29

  
	
  SECTION 1.05.

  	
   

  	
  Notices to Trustee, the Company or a Guarantor

  	
   

  	
  31

  
	
  SECTION 1.06.

  	
   

  	
  Notice to Holders; Waiver

  	
   

  	
  31

  
	
  SECTION 1.07.

  	
   

  	
  Conflict with Trust Indenture Act

  	
   

  	
  32

  
	
  SECTION 1.08.

  	
   

  	
  Effect of Headings and Table of Contents

  	
   

  	
  32

  
	
  SECTION 1.09.

  	
   

  	
  Successors and Assigns

  	
   

  	
  32

  
	
  SECTION 1.10.

  	
   

  	
  Separability Clause

  	
   

  	
  32

  
	
  SECTION 1.11.

  	
   

  	
  Benefits of Indenture

  	
   

  	
  32

  
	
  SECTION 1.12.

  	
   

  	
  Governing Law

  	
   

  	
  32

  
	
  SECTION 1.13.

  	
   

  	
  Legal Holidays

  	
   

  	
  32

  
	
  SECTION 1.14.

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  33

  
	
  SECTION 1.15.

  	
   

  	
  Force
  Majeure

  	
   

  	
  33

  



 


ARTICLE II


 


Security Forms


 


	
  SECTION 2.01.

  	
   

  	
  Form and Dating

  	
   

  	
  33

  



 


ARTICLE III


 


The Securities


 


	
  SECTION 3.01.

  	
   

  	
  Title and Terms

  	
   

  	
  34

  
	
  SECTION 3.02.

  	
   

  	
  Denominations

  	
   

  	
  34

  
	
  SECTION 3.03.

  	
   

  	
  Execution and Authentication

  	
   

  	
  34

  
	
  SECTION 3.04.

  	
   

  	
  Temporary Securities

  	
   

  	
  35

  
	
  SECTION 3.05.

  	
   

  	
  Registration, Registration of Transfer and Exchange

  	
   

  	
  36

  
	
  SECTION 3.06.

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  37

  
	
  SECTION 3.07.

  	
   

  	
  Payment of Interest; Rights Preserved

  	
   

  	
  37

  
	
  SECTION 3.08.

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  38

  
	
  SECTION 3.09.

  	
   

  	
  Cancellation

  	
   

  	
  39

  
	
  SECTION 3.10.

  	
   

  	
  Computation of Interest

  	
   

  	
  39

  
	
  SECTION 3.11.

  	
   

  	
  CUSIP and CINS Numbers

  	
   

  	
  39

  
	
  SECTION 3.12.

  	
   

  	
  Deposits of Monies

  	
   

  	
  39

  
	
  SECTION 3.13.

  	
   

  	
  Issuance
  of Additional Securities

  	
   

  	
  39

  



 


4

















 


ARTICLE IV


 


Satisfaction and Discharge


 


	
  SECTION 4.01.

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  40

  
	
  SECTION 4.02.

  	
   

  	
  Application
  of Trust Money

  	
   

  	
  42

  



 


ARTICLE V


 


Remedies


 


	
  SECTION 5.01.

  	
   

  	
  Events of Default

  	
   

  	
  42

  
	
  SECTION 5.02.

  	
   

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  44

  
	
  SECTION 5.03.

  	
   

  	
  Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
   

  	
  45

  
	
  SECTION 5.04.

  	
   

  	
  Trustee May File Proofs
  of Claim

  	
   

  	
  46

  
	
  SECTION 5.05.

  	
   

  	
  Trustee May Enforce Claims Without Possession of
  Securities

  	
   

  	
  46

  
	
  SECTION 5.06.

  	
   

  	
  Application of Money Collected

  	
   

  	
  46

  
	
  SECTION 5.07.

  	
   

  	
  Limitation on Suits

  	
   

  	
  47

  
	
  SECTION 5.08.

  	
   

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
   

  	
  47

  
	
  SECTION 5.09.

  	
   

  	
  Restoration of Rights and Remedies

  	
   

  	
  48

  
	
  SECTION 5.10.

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  48

  
	
  SECTION 5.11.

  	
   

  	
  Delay or Omission Not Waiver

  	
   

  	
  48

  
	
  SECTION 5.12.

  	
   

  	
  Control by Holders

  	
   

  	
  48

  
	
  SECTION 5.13.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  48

  
	
  SECTION 5.14.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  49

  
	
  SECTION 5.15.

  	
   

  	
  Waiver of
  Stay or Extension Laws

  	
   

  	
  49

  



 


ARTICLE VI


 


The Trustee


 


	
  SECTION 6.01.

  	
   

  	
  Certain Duties and Responsibilities

  	
   

  	
  50

  
	
  SECTION 6.02.

  	
   

  	
  Notice of Defaults

  	
   

  	
  50

  
	
  SECTION 6.03.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  51

  
	
  SECTION 6.04.

  	
   

  	
  Not Responsible for Recitals or Issuance of Securities

  	
   

  	
  52

  
	
  SECTION 6.05.

  	
   

  	
  May Hold Securities

  	
   

  	
  52

  
	
  SECTION 6.06.

  	
   

  	
  Money Held in Trust

  	
   

  	
  53

  
	
  SECTION 6.07.

  	
   

  	
  Compensation and Reimbursement

  	
   

  	
  53

  
	
  SECTION 6.08.

  	
   

  	
  Conflicting Interests

  	
   

  	
  53

  
	
  SECTION 6.09.

  	
   

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  54

  
	
  SECTION 6.10.

  	
   

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  54

  
	
  SECTION 6.11.

  	
   

  	
  Acceptance of Appointment by Successor

  	
   

  	
  55

  
	
  SECTION 6.12.

  	
   

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  56

  



 


5

















 


	
  SECTION 6.13.

  	
   

  	
  Preferential Collection of Claims Against the Company or a
  Guarantor

  	
   

  	
  56

  
	
  SECTION 6.14.

  	
   

  	
  Appointment
  of Authenticating Agent

  	
   

  	
  56

  



 


ARTICLE VII


 


Holders’ Lists and Reports by Trustee and Company


 


	
  SECTION 7.01.

  	
   

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  58

  
	
  SECTION 7.02.

  	
   

  	
  Preservation of Information; Communications to Holders

  	
   

  	
  58

  
	
  SECTION 7.03.

  	
   

  	
  Reports by Trustee

  	
   

  	
  58

  
	
  SECTION 7.04.

  	
   

  	
  Reports
  by Company

  	
   

  	
  58

  



 


ARTICLE VIII


 


Consolidation, Merger, Conveyance, Transfer or Lease


 


	
  SECTION 8.01.

  	
   

  	
  Company May Consolidate, Etc. Only on Certain Terms

  	
   

  	
  59

  
	
  SECTION 8.02.

  	
   

  	
  Successor
  Substituted

  	
   

  	
  60

  



 


ARTICLE IX


 


Amendments; Waivers; Supplemental Indentures


 


	
  SECTION 9.01.

  	
   

  	
  Amendments, Waivers and Supplemental Indentures Without
  Consent of Holders

  	
   

  	
  61

  
	
  SECTION 9.02.

  	
   

  	
  Modifications, Amendments and Supplemental Indentures with
  Consent of Holders

  	
   

  	
  62

  
	
  SECTION 9.03.

  	
   

  	
  Execution of Supplemental Indentures

  	
   

  	
  63

  
	
  SECTION 9.04.

  	
   

  	
  Effect of Supplemental Indentures

  	
   

  	
  63

  
	
  SECTION 9.05.

  	
   

  	
  Conformity with Trust Indenture Act

  	
   

  	
  63

  
	
  SECTION 9.06.

  	
   

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  63

  
	
  SECTION 9.07.

  	
   

  	
  Waiver of Certain Covenants

  	
   

  	
  63

  
	
  SECTION 9.08.

  	
   

  	
  No
  Liability for Certain Persons

  	
   

  	
  64

  



 


ARTICLE X


 


Covenants


 


	
  SECTION 10.01.

  	
   

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  64

  
	
  SECTION 10.02.

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  64

  
	
  SECTION 10.03.

  	
   

  	
  Money for Security Payments to be Held in Trust

  	
   

  	
  65

  
	
  SECTION 10.04.

  	
   

  	
  Existence; Activities

  	
   

  	
  66

  
	
  SECTION 10.05.

  	
   

  	
  Maintenance
  of Properties

  	
   

  	
  66

  



 


6

















 


	
  SECTION 10.06.

  	
   

  	
  Payment of Taxes and Other Claims

  	
   

  	
  66

  
	
  SECTION 10.07.

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  66

  
	
  SECTION 10.08.

  	
   

  	
  Limitation on Indebtedness

  	
   

  	
  67

  
	
  SECTION 10.09.

  	
   

  	
  Limitation on Restricted Payments

  	
   

  	
  71

  
	
  SECTION 10.10.

  	
   

  	
  Limitation on Preferred Stock of Restricted Subsidiaries

  	
   

  	
  75

  
	
  SECTION 10.11.

  	
   

  	
  Limitation on Transactions with Affiliates

  	
   

  	
  75

  
	
  SECTION 10.12.

  	
   

  	
  Limitation on Liens

  	
   

  	
  76

  
	
  SECTION 10.13.

  	
   

  	
  Change of Control

  	
   

  	
  77

  
	
  SECTION 10.14.

  	
   

  	
  Disposition of Proceeds of Asset Sales

  	
   

  	
  77

  
	
  SECTION 10.15.

  	
   

  	
  Limitation on Dividends and Other Payment Restrictions
  Affecting Restricted Subsidiaries

  	
   

  	
  80

  
	
  SECTION 10.16.

  	
   

  	
  Additional Subsidiary Guaranties

  	
   

  	
  81

  
	
  SECTION 10.17.

  	
   

  	
  Limitations on Designation of Unrestricted Subsidiaries

  	
   

  	
  81

  
	
  SECTION 10.18.

  	
   

  	
  Provision of Financial Information

  	
   

  	
  82

  
	
  SECTION 10.19.

  	
   

  	
  Statement by Officers as to Default; Compliance
  Certificates

  	
   

  	
  83

  
	
  SECTION 10.20.

  	
   

  	
  Designation
  of “Designated Senior Indebtedness”

  	
   

  	
  83

  



 


ARTICLE XI


 


Redemption of Securities


 


	
  SECTION 11.01.

  	
   

  	
  Right of Redemption / Mandatory Redemption

  	
   

  	
  83

  
	
  SECTION 11.02.

  	
   

  	
  Applicability of Article

  	
   

  	
  83

  
	
  SECTION 11.03.

  	
   

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  83

  
	
  SECTION 11.04.

  	
   

  	
  Selection by Trustee of Securities to Be Redeemed

  	
   

  	
  84

  
	
  SECTION 11.05.

  	
   

  	
  Notice of Redemption

  	
   

  	
  84

  
	
  SECTION 11.06.

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  85

  
	
  SECTION 11.07.

  	
   

  	
  Securities Payable on Redemption Date

  	
   

  	
  85

  
	
  SECTION 11.08.

  	
   

  	
  Securities
  Redeemed in Part

  	
   

  	
  85

  



 


ARTICLE XII


 


Defeasance and Covenant Defeasance


 


	
  SECTION 12.01.

  	
   

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
   

  	
  86

  
	
  SECTION 12.02.

  	
   

  	
  Defeasance and Discharge

  	
   

  	
  86

  
	
  SECTION 12.03.

  	
   

  	
  Covenant Defeasance

  	
   

  	
  86

  
	
  SECTION 12.04.

  	
   

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  	
  87

  
	
  SECTION 12.05.

  	
   

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

  	
   

  	
  89

  
	
  SECTION 12.06.

  	
   

  	
  Reinstatement

  	
   

  	
  89

  



 


7

















 


ARTICLE XIII


 


Guarantee


 


	
  SECTION 13.01.

  	
   

  	
  Guarantee

  	
   

  	
  90

  
	
  SECTION 13.02.

  	
   

  	
  Limitation on Liability

  	
   

  	
  92

  
	
  SECTION 13.03.

  	
   

  	
  Execution and Delivery of Guarantees

  	
   

  	
  92

  
	
  SECTION 13.04.

  	
   

  	
  Guarantors May Consolidate, Etc., on Certain Terms

  	
   

  	
  93

  
	
  SECTION 13.05.

  	
   

  	
  Release of Guarantors

  	
   

  	
  93

  
	
  SECTION 13.06.

  	
   

  	
  Successors and Assigns

  	
   

  	
  93

  
	
  SECTION 13.07.

  	
   

  	
  No Waiver, etc

  	
   

  	
  94

  
	
  SECTION 13.08.

  	
   

  	
  Modification, etc

  	
   

  	
  94

  



 


	
  Schedule
  A

  	
   

  	
  The
  Guarantors

  
	
  Appendix

  	
   

  	
  Provisions
  Relating to Initial Securities, Additional Securities and Exchange Securities

  
	
  Exhibit A-1

  	
   

  	
  Form of
  Initial Security

  
	
  Exhibit A-2

  	
   

  	
  Form of
  Exchange Security

  
	
  Exhibit B

  	
   

  	
  Form of
  Notation on Security Relating to Guarantee

  
	
  Exhibit C

  	
   

  	
  Form of
  Transferee Letter of Representations

  



 


8
















 


INDENTURE, dated as of June 9, 2009, among
UNITED RENTALS (NORTH AMERICA), INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”), having its principal office at Five Greenwich Office Park,
Greenwich, Connecticut 06830, UNITED RENTALS, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called “Holdings”), the Subsidiaries of the Company named in Schedule A and
THE BANK OF NEW YORK MELLON, a New York banking corporation, having its
principal corporate trust office at 101 Barclay Street, New York, New York
10286, as trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the creation
of an issue of 10.875% Senior Notes Due 2016 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 (as defined herein) thereof, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Initial Securities and the Exchange Securities, as follows:


 


ARTICLE I


 


Definitions and Other
Provisions

of General Application


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


(7) “or” is not exclusive;


 


(8) “including” means including without
limitation;


 


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


 


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


 


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


 


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


 


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


 


Whenever this Indenture requires that a
particular ratio or amount be calculated with respect to a specified period
after giving effect to certain transactions or


 


2

















 


events on a pro forma basis,
such calculation shall be made as if the transactions or events occurred on the
first day of such period, unless otherwise specified.


 


“61/2% Notes” means the 61/2% Senior Notes due 2012 issued by the Company under
an indenture, dated as of February 17, 2004, among the Company, as issuer,
Holdings and certain of the Company’s United States subsidiaries, as
guarantors, and The Bank of New York Mellon, as trustee.


 


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


 


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


 


“17/8% Notes” means the 17/8% Convertible Senior Subordinated Notes due October 1,
2023 issued by the Company under an indenture, dated as of October 31,
2003, among the Company, as issuer, Holdings, as guarantor, and The Bank of New
York Mellon, as trustee.


 


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


 


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


 


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


 


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


 


“Additional
Securities” means,
subject to the Company’s compliance with Section 10.08, 10.875% Senior
Notes Due 2016 issued from time to time after the Issue Date under the terms of
this Indenture (other than pursuant to Section 3.04, 3.05, 3.06 or 11.08
of this Indenture and other than Exchange Securities issued pursuant to an
exchange offer for other Securities outstanding under this Indenture).


 


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


 


3

















 


director of (A) any
such specified Person, (B) any Subsidiary of such specified Person or (C) any
Person described in clauses (i) or (ii) above.


 


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


 


“Asset
Sale” means any
sale, issuance, conveyance, transfer, lease or other disposition by the Company
or any Restricted Subsidiary to any Person other than the Company or a
Restricted Subsidiary, of (a) any Capital Stock of any Restricted
Subsidiary; (b) all or substantially all of the properties and assets of
any division or line of business of the Company or any Restricted Subsidiary;
or (c) any other properties or assets of the Company or any Restricted
Subsidiary, other than in the case of clause (a), (b) or (c) above, (i) sales,
conveyances, transfers, leases or other dispositions of obsolete, damaged or
used equipment or other equipment or inventory in the ordinary course of
business, (ii) sales, conveyances, transfers, leases or other dispositions
of assets in one or a series of related transactions for an aggregate consideration
of less than $10,000,000 and (iii) for purposes of Section 10.14
only, (x) a disposition that constitutes a Restricted Payment permitted by
Section 10.09 or a Permitted Investment, (y) a disposition of all or
substantially all the assets of the Company in accordance with the provisions
of Article VIII and (z) any sale, issuance, conveyance, transfer,
lease or other disposition of properties or assets in connection with a
Securitization Transaction.


 


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


 


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


 


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


 


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


 


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


 


4

















 


requirements) of such
Indebtedness and (b) the amount of each such principal payment by (ii) the
sum of all such principal payments.


 


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


 


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


 


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


 


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


 


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


 


“Cash
Equivalents” means,
at any time, (a) any evidence of Indebtedness, maturing not more than one
year after such time, issued or guaranteed by the United States Government or
any agency thereof, (b) commercial paper, maturing not more than one year
from the date of issue, or corporate demand notes, in each case rated at least
A-1 by S&P or P-1 by Moody’s, (c) any certificate of deposit (or time
deposits represented by such certificates of deposit) or bankers’ acceptance,
maturing not more than one year after such time, or overnight Federal Funds
transactions that are issued or sold by a commercial banking institution that
is a member of the Federal Reserve System and has a combined capital and
surplus and undivided profits of not less than $500,000,000, (d) any
repurchase agreement entered into with any commercial banking institution of
the stature referred to in clause (c) which (i) is secured by a
fully perfected security interest in any obligation of the type described in
any of clauses (a) through (c) and (ii) has a market value
at the time such repurchase agreement is entered into of not less than 100% of
the repurchase obligation of such commercial banking institution thereunder,
and


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


“Common
Stock” means the
common stock, par value $.01 per share, of Holdings.


 


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


 


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


 


“Consolidated
Cash Flow Available for Fixed Charges” means, with respect to any Person for any period, (i) the
sum of, without duplication, the amounts for such period, taken as a single
accounting period, of (a) Consolidated Net Income, (b) Consolidated
Non-cash Charges, (c) Consolidated Interest Expense, (d) Consolidated
Income Tax Expense (other than income tax expense (either positive or negative)
attributable to extraordinary gains or losses), and (e) if any Asset Sale
or Asset Acquisition shall have occurred since the first day of any four
quarter period for which “Consolidated Cash Flow Available for Fixed Charges”
is being calculated (including to the date of calculation) the amount of
any reduction in general, administrative or overhead costs of the entity
involved in any such Asset Acquisition or Asset Sale, to the extent such
amounts would be permitted to be eliminated in a pro forma income statement
prepared in accordance with Rule 11-02 of Regulation S-X or
correspond to reductions in costs that have been realized during such period
and are supportable and quantifiable by the underlying accounting records of
the applicable business, less: (ii)(x) non-cash items increasing
Consolidated Net Income and (y) all cash payments during such period
relating to non-cash charges that were added back in determining Consolidated
Cash Flow Available for Fixed Charges in the most recent Four Quarter Period
(as defined in the definition of “Consolidated Fixed Charge Coverage Ratio”).


 


“Consolidated Current
Liabilities”  as of the date
of determination means the aggregate amount of liabilities of the Company and
its consolidated Restricted Subsidiaries which may properly be classified as
current liabilities (including taxes accrued as estimated), on a consolidated
basis, after eliminating (i) all intercompany items between the Company
and any Restricted Subsidiary, and (ii) all current maturities


 


7

















 


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


 


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


 


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


 


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


 


8

















 


Subsidiaries during such
period as determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Net Income” means,
with respect to any Person, for any period, the consolidated net income (or
loss) of such Person and its Restricted Subsidiaries for such period as
determined in accordance with GAAP, adjusted, to the extent included in
calculating such net income, by excluding, without duplication, (i) all
extraordinary or non-recurring gains or losses (net of fees and expenses
relating to the transaction giving rise thereto), (ii) the portion of net
income of such Person and its Restricted Subsidiaries allocable to minority
interests in unconsolidated Persons or to Investments in Unrestricted
Subsidiaries to the extent that cash dividends or distributions have not
actually been received by such Person or one of its Restricted Subsidiaries, (iii) 
gains or losses in respect of any Asset Sales by such Person or one of its
Restricted Subsidiaries (net of fees and expenses relating to the transaction
giving rise thereto), on an after-tax basis, (iv) the net income of any
Restricted Subsidiary of such Person to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted, directly or indirectly, by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulations applicable to that Restricted Subsidiary or its
stockholders, (v) any gain or loss realized as a result of the cumulative
effect of a change in accounting principles, (vi) any non-cash
compensation deduction as a result of any grant of stock or stock related
instruments to employees, officers, directors or members of management, (vii) any
income (or loss) from discontinued operations, (viii) any unrealized
foreign currency transaction gains or losses in respect of Indebtedness of any
person denominated in a currency other than the functional currency of such
person, and (ix) any goodwill or other intangible asset impairment charge.


 


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


 


9

















 


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


 


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


 


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


 


“Credit
Agreement” means the
Credit Agreement, dated June 9, 2008, by and among Holdings, the Company,
certain subsidiaries, the lenders referred to therein, Bank of America, N.A.,
as Agent, U.S. Swingline Lender and Letter of Credit Issuer, Bank of America,
N.A., (acting through its Canada Branch), as Canadian Swingline Lender and as a
Canada Funding Bank, UBS Securities, as Syndication Agent, UBS AG Canada
Branch, as a Canadian Funding Bank, Wachovia Bank, National Association, as
Co-Documentation Agent, Wachovia Capital Finance Corporation (Canada), as a
Canadian Funding Bank, and Wells Fargo Foothill, LLC, as Co-Documentation
Agent, together with the related documents thereto (including the term loans
and revolving loans thereunder, any guarantees and any security documents), as
amended, extended, renewed, restated, supplemented or otherwise modified (in
whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any agreement, indenture
or other instrument (and related documents) governing any form of Indebtedness
incurred to refinance or replace, in whole or in part, the borrowings and
commitments at any time outstanding or permitted to be outstanding under such
Credit Agreement or a successor Credit Agreement, whether by the same or any
other lender or holder of Indebtedness or group of lenders and whether to the
same obligor or different obligors.


 


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


 


10
















 


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


 


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


 


“Defeasance” has the meaning specified in Section 12.02.


 


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


 


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


 


“Designation”  has the meaning specified in Section 10.17.


 


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


 


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


 


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


 


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


 


“ES
Special Purpose Vehicle”
means a trust, bankruptcy remote entity or other special purpose entity which
is a Subsidiary of the Company or Holdings (or, if not a Subsidiary of the
Company or Holdings, the common equity of which is wholly owned, directly or
indirectly, by the Company or Holdings) and which is formed for the purpose of,
and engages in no material business other than, acting as a lessor, issuer or
depositor in an Equipment Securitization Transaction (and, in connection
therewith, owning the


 


11

















 


rental fleet equipment,
leases, rental agreements, lease receivables, rights to payment and other
interests, rights and assets described in the definition of Equipment
Securitization Transaction, and pledging or transferring any of the foregoing
or interests therein).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States of America, as in
effect on the date of any calculation or determination required hereunder; provided that the Company, on any date, may elect to
establish that GAAP shall mean GAAP as in effect on such date; provided  further that
any such election, once made, shall be irrevocable.  The Company shall give notice of any such
election to the Trustee and the Holders of Securities.


 


12

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness” means, with respect to any Person,
without duplication, (a) all liabilities of such Person for borrowed money
or for the deferred purchase price of property or services, excluding any trade
payables and other accrued current liabilities incurred in the ordinary course
of business, but including, without limitation, all obligations, contingent or
otherwise, of such Person in connection with any letters of credit, banker’s
acceptance or other similar credit transaction, (b) all obligations of
such Person evidenced by bonds, notes, debentures or other similar instruments,
(c) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such
Person (even if the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), but excluding trade accounts payable arising in the ordinary course
of business, (d) all Capitalized Lease Obligations of such Person and all
Attributable Debt in respect of Sale/Leaseback Transactions entered into by
such Person, (e) all Indebtedness referred to in the preceding clauses of
other Persons and all dividends of other Persons, the payment of which is
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any


 


13

















 


Lien upon property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness (the amount of such obligation being deemed to be
the lesser of the value of such property or asset or the amount of the
obligation so secured), (f) all guarantees of Indebtedness referred to in
this definition by such Person, (g) all Redeemable Capital Stock of such
Person valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued dividends, (h) all obligations under or in
respect of Interest Rate Protection Obligations of such Person, and (i) any
amendment, supplement, modification, deferral, renewal, extension, refinancing
or refunding of any liability of the types referred to in clauses (a) through
(h) above; provided, however, that Indebtedness shall not
include (i) any holdback or escrow of the purchase price of property,
services, businesses or assets or (ii) any contingent payment obligations
incurred in connection with the acquisition of assets or business, which are
contingent on the performance of the assets or businesses so acquired.  For purposes hereof, the “maximum fixed
repurchase price” of any Redeemable Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on
any date on which Indebtedness shall be required to be determined pursuant
hereto, and if such price is based upon, or measured by, the fair market value
of such Redeemable Capital Stock, such fair market value shall be approved in
good faith by the Board of Directors of the issuer of such Redeemable Capital
Stock. In the case of Indebtedness of other Persons, the payment of which is
secured by a Lien on property owned by a Person as referred to in clause (e) above,
the amount of the Indebtedness of such Person attributable to such Lien at any
date shall be the lesser of the Fair Market Value at such date of any asset
subject to such Lien and the amount of the Indebtedness secured.


 


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


 


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


 


“Initial
Purchasers” means (i) with
respect to the Initial Securities issued on the Issue Date, the purchasers
listed in the Purchase Agreement and (ii) with respect to each issuance of
Additional Securities, the Persons purchasing such Additional Securities under
the related purchase agreement.


 


“Initial
Securities” means (i) the
10.875% Senior Notes Due 2016 of the Company issued under this Indenture on the
Issue Date and (ii) Additional Securities, if any, issued under this
Indenture in a transaction exempt from the registration requirements of the
Securities Act.


 


14

















 


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


 


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


 


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


 


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


 


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


 


“Issue
Date” means June 9,
2009.


 


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


 


“Maturity
Date” means June 15,
2016.


 


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


 


“Net Cash
Proceeds” means,
with respect to any Asset Sale, the proceeds thereof in the form of cash or
Cash Equivalents including payments in respect of deferred payment obligations
when received in the form of cash or Cash Equivalents (except to the extent
that such obligations are financed or sold with recourse to the Company or any
Restricted Subsidiary of the Company) net of (i) brokerage commissions and
other fees and expenses (including, without limitation, fees and expenses of
legal counsel and investment bankers, recording fees, transfer fees and
appraisers’ fees) related to such Asset Sale, (ii) provisions for all
taxes payable as a result of such Asset Sale, (iii) amounts required to be
paid to any Person (other than the Company or any Restricted Subsidiary of the
Company) owning a beneficial interest in the assets subject to the Asset Sale, (iv) payments
made to retire Indebtedness where payment of such Indebtedness is secured by
the assets or properties the subject of such Asset Sale, and (v) appropriate


 


15

















 


amounts to be provided by
the Company or any Restricted Subsidiary of the Company, as the case may be, as
a reserve required in accordance with GAAP against any liabilities associated
with such Asset Sale and retained by the Company or any Restricted Subsidiary
of the Company, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an Officer’s
Certificate delivered to the Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


(2) the Expiration Date and the Purchase Date;


 


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


 


16

















 


unpaid interest to be paid;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


terms of such securities
provide that a similar offer must be made with respect to such other
securities, then the Asset Sale Offer for the Securities shall be made
concurrently with such other offers and securities of each issue will be
accepted on a pro rata basis in proportion to the aggregate principal amount of
securities of each issue which the holders thereof elect to have purchased; and


 


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


 


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


 


“Offering
Memorandum” means
the Offering Memorandum dated June 2, 2009, pursuant to which the
Securities were offered, and any supplement thereto.


 


“Officer’s
Certificate” means a
certificate signed by the Chairman of the Board, the Chief Executive Officer,
the President or a Vice President, the Chief Financial Officer, the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company, and delivered to the Trustee. 
One of the officers signing an Officer’s Certificate given pursuant to Section 10.19
shall be the principal executive, financial or accounting officer of the
Company.


 


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


 


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


 


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


 


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


 


(iii) Securities which have been paid pursuant
to Section 3.06 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that


 


18

















 


such Securities are held by
a bona fide purchaser in whose hands such Securities are valid obligations
of the Company; and


 


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


 


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


 


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


 


“Permitted
Investments” means
any of the following: (i) Investments in the Company or in a Restricted
Subsidiary; (ii) Investments in another Person, if as a result of such
Investment (A) such other Person becomes a Restricted Subsidiary or (B) such
other Person is merged or consolidated with or into, or transfers or conveys
all or substantially all of its assets to, the Company or a Restricted
Subsidiary; (iii) Investments representing Capital Stock, obligations or
securities issued to the Company or any of its Restricted Subsidiaries received
in settlement of claims against any other person or a reorganization or similar
arrangement of any debtor of the Company or such Restricted Subsidiary,
including upon the bankruptcy or insolvency of such debtor, or as a result of
foreclosure, perfection or enforcement of any Lien; (iv) Investments in
Interest Rate Protection Agreements on commercially reasonable terms entered
into by the Company or any of its Subsidiaries in the ordinary course of
business in connection with the operations of the business of the Company or
its Restricted Subsidiaries to hedge against fluctuations in interest rates on
its outstanding Indebtedness; (v) Investments in the Securities; (vi) Investments
in Cash Equivalents; (vii) Investments in receivables owing to the Company
or any Restricted Subsidiary created or acquired in the ordinary course of
business; (viii) Investments consisting of purchases and acquisitions of
inventory, supplies, materials and equipment or licenses, in any case, in the
ordinary course of business and otherwise in accordance with this


 


19

















 


Indenture; (ix) Investments
acquired by the Company or any Restricted Subsidiary in connection with an
Asset Sale permitted under Section 10.14 to the extent such Investments
are non-cash proceeds as permitted under Section 10.14; (x) advances
to employees or officers of the Company in the ordinary course of business and
additional loans to employees or officers, in an aggregate amount at any time
outstanding not to exceed $10,000,000; (xi) any Investment to the extent
that the consideration therefor is Capital Stock (other than Redeemable Capital
Stock) of the Company; (xii) guarantees (including guarantees of the
Securities) of Indebtedness permitted to be incurred under Section 10.08;
(xiii) any acquisition of assets solely in exchange for the issuance of Capital
Stock (other than Redeemable Capital Stock) of Holdings or the Company; and
(xiv) other Investments not to exceed the greater of $100,000,000 and 3%
of Consolidated Net Tangible Assets at any time outstanding, provided that, if an Investment is made pursuant to this
clause in a person that is not a Restricted Subsidiary and such person
subsequently becomes a Restricted Subsidiary, such Investment shall thereafter
be deemed to have been made pursuant to clause (i) or (ii) of the
definition of “Permitted Investment”.


 


“Permitted
Liens” means the
following types of Liens:


 


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


 


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


 


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


 


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


 


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


 


(f) Liens for taxes not delinquent or statutory
Liens for taxes; provided that the payment of such
taxes which are due and payable is being contested in good faith by appropriate
proceedings and as to which the Company or its Restricted Subsidiaries shall
have set aside on its books such reserves as may be required pursuant to GAAP;


 


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


 


(h) Liens incurred or deposits made in the
ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types


 


20

















 


of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the payment of
borrowed money);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(r) customary Liens on assets of a Special
Purpose Vehicle arising in


 


21

















 


connection with a
Securitization Transaction;


 


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


 


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


 


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


 


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


 


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


 


(x) Liens incurred by the Company or any
Restricted Subsidiary with respect to obligations that do not exceed
$100,000,000 at any time outstanding.


 


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


 


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


 


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


 


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


 


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


 


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


 


22
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registration Rights Agreement” means (i) with respect to the
Initial Securities issued on the Issue Date, the Registration Rights Agreement
dated as of June 9, 2009 by and among the Company, the Guarantors and
Morgan Stanley & Co. Incorporated and Banc of America Securities LLC,
as representatives of the Initial Purchasers, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof and (ii) with respect to each issuance of Additional
Securities issued in a transaction exempt from the registration requirements of
the Securities Act, the registration rights agreement, if any, among the
Company and the Persons purchasing such Additional Securities under the related
purchase agreement.


 


23

















 


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


 


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


 


“Related Business” means any business in
which the Company or any of the Restricted Subsidiaries was engaged on the
Issue Date and any business ancillary or complementary to such business.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Revocation” has the meaning set forth in Section 10.17.


 


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


 


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


 


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


 


24

















 


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


 


“Securities” means the securities issued under
this Indenture.


 


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


 


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


 


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


 


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


 


“Senior Indebtedness” means with respect to any Person:


 


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


 


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


 


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


 


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


 


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


 


(a) any Indebtedness of such Person (and any accrued and unpaid
interest in respect thereof) that is expressly subordinate or junior in any
respect to any other Indebtedness or other obligation of such Person, including
the 73⁄4% Notes, 


 


25

















 


the 7% Notes, the 17/8% Notes and the respective guarantees thereto;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 1.03. Form of Documents Delivered to Trustee.  In any case where several matters are
required to be certified by, or covered by an opinion of, any 


 


28

















 


specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


30

















 


pursuant to or in accordance with any other
provision of this Indenture by Holders of the requisite principal amount of
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the matter(s) to be
submitted for potential action by Holders and the applicable Record Expiration
Date to be given to the Company in writing and to each Holder of Securities in
the manner set forth in Section 1.06.


 


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


 


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


 


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


 


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


 


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


 


SECTION 1.06. Notice to Holders; Waiver.  Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, 


 


31

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


32

















 


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


 


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


 


SECTION 1.15. Force Majeure.   In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


ARTICLE II


 


Security Forms


 


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


 


33
















 


ARTICLE III


 


The Securities


 


SECTION 3.01. Title and Terms.  The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture on the Issue Date
is limited to $500,000,000 principal amount of Initial Securities and up to
$500,000,000 principal amount of Exchange Securities exchanged therefor in
accordance with the Registration Rights Agreement. Additional Securities may be
issued, authenticated and delivered pursuant to Section 3.13, and
Securities may be authenticated and delivered upon registration or transfer of,
or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04,
3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections
10.13 or 10.14.


 


The Securities shall be known and designated as the “10.875% Senior
Notes Due 2016” of the Company.  Their
Stated Maturity for payment of principal shall be June 15, 2016  Interest on the Securities shall accrue at
the rate of 10.875% per annum and shall be payable semiannually in arrears on
each June 15 and December 15, commencing December 15, 2009 to
the Holders of record of Securities at the close of business on June 1 and
December 1, respectively, immediately preceding such Interest Payment
Date.  Subject to Section 3.13(3),
interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from June 9,
2009.  Interest on the Securities will 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.


 


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


 


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


 


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


 


SECTION 3.03. Execution and Authentication.  The Securities shall be executed on behalf of
the Company by its Chairman of the Board, its Chief Executive Officer, its
President or one of its Vice Presidents, its Chief Operating Officer, or its 


 


34

















 


Chief Financial Officer. 
The signature of any of these officers on the Securities may be manual
or facsimile.


 


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


 


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


 


Each Security shall be dated the date of its authentication.


 


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


 


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


 


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


 


If temporary Securities are issued, the Company will cause Definitive
Securities to be prepared without unreasonable delay.  After the preparation of Definitive Securities,
the temporary Securities shall be exchangeable for Definitive Securities upon
surrender of the temporary Securities at any office or agency of the Company
designated pursuant to Section 10.02, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive 


 


35

















 


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 10.13
or any Asset Sale Offer pursuant to Section 10.14, and in any such case
not involving any transfer.


 


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


 


36

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


37

















 


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


 


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


 


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


 


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


 


SECTION 3.08. Persons Deemed Owners.  Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee shall treat the Person in whose name such Security is registered



 


38

















 


as the owner of such Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


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


 


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


 


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


 


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


 


SECTION 3.13. Issuance of Additional Securities.  The Company shall be entitled, subject to its
compliance with Section 10.08, to issue Additional Securities under this
Indenture which shall have identical terms as the Initial Securities issued on
the Issue Date, other than with respect to the date of issuance and issue price
provided, however, no Additional
Securities shall be issued that are not fungible for U.S. Federal income tax
purposes, with any other securities issued under this Indenture.  The Initial Securities 


 


39

















 


issued on the Issue Date, any Additional Securities and all
Exchange Securities issued in exchange therefor shall rank equally and be
treated as a single class for all purposes under this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE IV


 


Satisfaction and Discharge


 


SECTION 4.01. Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, on 


 


40

















 


demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when


 


(1) either


 


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


 


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


 


(i) have
become due and payable, or


 


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


 


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


 


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


 


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


 


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


 


41

















 


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


 


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


 


ARTICLE V


 


Remedies


 


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


 


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


 


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


 


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


 


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


 


42

















 


(5) default or defaults
under one or more agreements, instruments, mortgages, bonds, debentures or
other evidences of Indebtedness under which the Company or any Restricted
Subsidiary of the Company then has outstanding Indebtedness (i) in excess
of $25,000,000, if any Existing Notes are outstanding, or (ii) in excess
of $50,000,000, when no Existing Notes remain outstanding, in each case,
individually or in the aggregate, and either (a) such Indebtedness is
already due and payable in full or (b) such default or defaults have
resulted in the acceleration of the maturity of such Indebtedness; or


 


(6) one or more
judgments, orders or decrees of any court or regulatory or administrative
agency of competent jurisdiction for the payment of money (i) in excess of
$25,000,000, if any Existing Notes are outstanding, or (ii) in excess of
$50,000,000, when no Existing Notes remain outstanding, in each case, either
individually or in the aggregate, shall be entered against the Company or any
Restricted Subsidiary of the Company or any of their respective properties and
shall not be discharged and there shall have been a period of 60 days
after the date on which any period for appeal has expired and during which a
stay of enforcement of such judgment, order or decree, shall not be in effect;
or


 


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


 


(8) the institution by
the Company or any Significant Subsidiary of a voluntary case or proceeding
under the Federal Bankruptcy Code or any other similar federal, state or
foreign law or any other case or proceedings to be adjudicated a bankrupt or
insolvent, or the consent by the Company or any Significant Subsidiary to the
entry of a decree or order for relief in respect of the Company or any
Significant Subsidiary in any involuntary case or proceeding under the Federal
Bankruptcy Code or any other similar  federal,
state or foreign law or to the institution of bankruptcy or insolvency
proceedings against the Company or any Significant Subsidiary, or the filing by
the Company or any Significant Subsidiary of a petition or answer or consent
seeking reorganization or relief under the Federal Bankruptcy Code or any other
similar federal, state or foreign law, or the consent by it to the filing of
any such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or other similar official)
of any of the Company or any 


 


43

















 


Significant Subsidiary or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due or the taking of corporate action by
the Company or any Significant Subsidiary in furtherance of any such action; or


 


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


 


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


 


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


 


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


 


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


 


(B) all
overdue interest on all Securities,


 


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


 


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


 


44
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and 


 


45

















 


enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy.


 


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


 


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


 


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


 


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


 


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


 


SECOND:  To the payment of the
amounts then due and unpaid for 


 


46

















 


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 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


SECTION 5.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date or in the case
of a Change of Control Offer or an Asset Sale Offer made by the Company and
required to be accepted as to such 


 


47

















 


Security, on the relevant Purchase Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


48

















 


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


 


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


 


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


 


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


 


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


 


49

















 


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


 


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


 


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


 


50

















 


or a trust committee of directors or Responsible Officers of
the Trustee in good faith determines that the withholding of such notice is in
the interest of the Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


(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



 


51

















 


agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.05. May Hold Securities.  The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar 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 


 


52

















 


Company or a Guarantor with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


53
















 


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


 


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


 


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


 


(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 


 


54

















 


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


 


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


 


(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 


 


55

















 


instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.


 


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


 


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


 


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


 


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


 


56

















 


Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


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


 


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


 


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


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Bank of New York
  Mellon, As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  As Authentication Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Signatory

  



 


57

















 


ARTICLE VII


 


Holders’ Lists and Reports
by Trustee and Company


 


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


 


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


 


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


 


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


 


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


 


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


 


58

















 


the Commission pursuant to Section 13 or 15(d) of
the Exchange Act shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission.


 


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


 


ARTICLE VIII


 


Consolidation, Merger,
Conveyance, Transfer or Lease


 


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


 


(1) either:


 


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


 


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


 


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


 


(3) except in the case
of any merger of the Company with any wholly-owned Subsidiary of the Company or
any merger of a wholly owned Restricted Subsidiary of the Company with and into
a Guarantor or merger of Guarantors (and in each case, with no other Persons), (i) the
Company or the Surviving Entity, as the case may be, after giving effect to
such transaction or series of transactions on a pro forma basis (including,
without limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions),
could incur $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 10.08
(assuming a market rate of interest with respect to such additional
Indebtedness) or (ii) the Fixed Charge Coverage Ratio of the Company (or,
if applicable, the successor company with respect thereto) would equal or
exceed the Fixed Charge Coverage Ratio of the Company immediately prior to
giving effect to such transaction.


 


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


 


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


 


For all purposes of this Indenture and the Securities (including the
provisions of this Article VIII and Sections 10.08, 10.09 and 10.12),
Subsidiaries of any Surviving Entity shall, upon consummation of such
transaction or series of related 


 


60

















 


transactions, become Restricted Subsidiaries
unless and until designated Unrestricted Subsidiaries pursuant to and in
accordance with Section 10.17 and all Indebtedness, and all Liens on
property or assets, of the Company, and the Restricted Subsidiaries, as the
case may be, in existence immediately prior to such transaction or series of
related transactions will be deemed to have been incurred upon consummation of
such transaction or series of related transactions.


 


ARTICLE IX


 


Amendments; Waivers; Supplemental Indentures


 


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


 


(i) to evidence the
succession of another Person to the Company or a Guarantor and the assumption
by any such successor of the covenants of the Company or such Guarantor herein
and in the Securities or such Guarantor’s Guarantee and to evidence the
assumption of obligations under this Indenture and a Guarantee pursuant to Section 10.16;
or


 


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


 


(iii) to secure the
Securities; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.07. Waiver of Certain Covenants.  The Company may omit in any particular
instance to comply with any covenant or condition set forth in Section 8.01,
Sections 10.04 to 10.17, inclusive, and Section 10.20, and pursuant
to Section 9.01(ii), if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities shall, by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect; provided, however,
with respect to an Offer as to which an Offer to Purchase has been mailed, no
such waiver may be made or shall be effective against any Holder tendering
Securities pursuant to such Offer, and the Company may not omit to comply with
the terms of such Offer as to such Holder.


 


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


 


ARTICLE X


 


Covenants


 


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


 


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.


 


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


 


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


 


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


 


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


 


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


 


Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee 


 


65

















 


thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


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


 


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


 


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


 


SECTION 10.07. Maintenance of Insurance.  The Company shall, and shall cause its
Restricted Subsidiaries to, keep at all times all of their material properties
which are of an insurable nature insured against loss or damage with insurers
believed by the Company to be responsible to the extent that property of
similar character is usually so insured by corporations similarly situated and
owning like properties in accordance with good business practice.  The Company shall, and shall cause its
Restricted Subsidiaries to, use the proceeds from any such insurance policy to
repair, replace or otherwise restore all material properties to which such
proceeds relate, provided, 


 


66

















 


however, that the Company shall not be required to repair, replace
or otherwise restore any such material property if the Company in good faith
determines that such inaction is desirable in the conduct of the business of
the Company or any Restricted Subsidiary and not disadvantageous in any
material respect to the Holders.


 


SECTION 10.08. Limitation on Indebtedness.  (a)   The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, create,
incur, issue, assume, guarantee or in any manner become directly or indirectly
liable, contingently or otherwise (in each case, to “incur”), for the payment
of any Indebtedness (including any Acquired Indebtedness); provided, however,
that (i) the Company and any Subsidiary Guarantor will be permitted to
incur Indebtedness (including Acquired Indebtedness), and (ii) a
Restricted Subsidiary will be permitted to incur Acquired Indebtedness, if in
each case the Consolidated Fixed Charge Coverage Ratio of the Company and its
Restricted Subsidiaries is at least 2:1, after giving pro forma effect to:


 


(i) the incurrence of
such Indebtedness and (if applicable) the application of the net proceeds
therefrom, including to refinance other Indebtedness, as if such Indebtedness
were incurred at the beginning of the four full fiscal quarters immediately
preceding such incurrence, taken as one period;


 


(ii) the incurrence,
repayment or retirement of any other Indebtedness by the Company and its
Restricted Subsidiaries since the first day of such four-quarter period as if
such Indebtedness was incurred, repaid or retired at the beginning of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average daily balance of such Indebtedness during such four-quarter
period); and


 


(iii) any Asset Sale or
Asset Acquisition occurring since the first day of such four-quarter period
(including to the date of calculation) as if such acquisition or disposition
occurred at the beginning of such four-quarter period.


 


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


 


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


 


(ii) Indebtedness
incurred by the Company and its Restricted Subsidiaries pursuant to the Credit
Agreement; provided, however, that, immediately after giving
effect to any such incurrence, the aggregate principal amount of all
Indebtedness incurred under this clause (ii) and then outstanding
does not exceed the greater of (A) $1,500,000,000 and (B) 75% of Net
Rental Equipment, less, in either case, any amounts permanently repaid or
commitments permanently reduced in accordance with Section 10.14;


 


67

















 


(iii) Indebtedness of
the Company or any Restricted Subsidiary outstanding on the Issue Date,
including the 61⁄2% Notes, the 73⁄4% Notes, the 17/8% Notes, and the 7% Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


(B) the
sale, transfer or other disposition by the Company or any Restricted Subsidiary
of the Company of Capital Stock of a Restricted Subsidiary (other than to the
Company or a Restricted Subsidiary) which is owed Indebtedness of another Restricted
Subsidiary


 


shall, in each case, be an
incurrence of Indebtedness by such Restricted Subsidiary subject to the other
provisions of this Indenture;


 


68

















 


(vii) Indebtedness of
the Company owed to and held by a Restricted Subsidiary which is unsecured and
subordinated in right of payment to the payment and performance of the
obligations of the Company under this Indenture and the Securities, except
that:


 


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


 


(2) the sale, transfer
or other disposition by the Company or any Restricted Subsidiary of the Company
(other than to the Company or a Restricted Subsidiary) of Capital Stock of a
Restricted Subsidiary which is owed Indebtedness of the Company


 


shall, in each case, be an
incurrence of Indebtedness by the Company, subject to the other provisions of
this Indenture;


 


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


 


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


 


(ix) Indebtedness of
the Company or any Restricted Subsidiary under equipment purchase or lines of
credit or for Capitalized Lease Obligations or Purchased Money Obligations not
to exceed the greater of $175,000,000 and 5% of Consolidated Net Tangible
Assets in aggregate principal amount outstanding at any time;


 


(x) (A) Indebtedness
of the Company the proceeds of which are used solely to refinance (whether by
amendment, renewal, extension or refunding) Indebtedness of the Company or any
of its Restricted Subsidiaries incurred pursuant to Section 10.08(a) or
pursuant to Section 10.08(b)(i), (iii) or (x); and


 


(B) Indebtedness
of any Restricted Subsidiary the proceeds of which are used solely to refinance
(whether by amendment, renewal, extension or refunding) Indebtedness of such
Restricted Subsidiary incurred pursuant to Section 10.08(a) or pursuant
to Section 10.08(b)(i), (iii) or (x); provided, however,
that:


 


(1) the
principal amount of Indebtedness incurred pursuant to this clause (x) (or,
if such Indebtedness provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the
maturity thereof, the original issue price of such Indebtedness) shall not
exceed the sum of the principal amount of Indebtedness so refinanced, plus the
amount 


 


69

















 


of any premium required to
be paid in connection with such refinancing pursuant to the terms of such
Indebtedness or the amount of any premium reasonably determined by the Company
as necessary to accomplish such refinancing by means of a tender offer or privately
negotiated purchase, plus the amount of expenses in connection therewith; and


 


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


 


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


 


(y) has an Average Life
to Stated Maturity greater than the remaining Average Life to Stated Maturity
of the Securities; and


 


(z) is subordinated to
the Securities in the same manner and to the same extent that the Subordinated
Indebtedness being refinanced is subordinated to the Securities;


 


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


 


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


 


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


 


(xiv) Indebtedness of the
Company or any Restricted Subsidiary, in addition to that described in
clauses (i) through (xiii) of this Section 10.08(b), in an
aggregate principal amount outstanding at any time not to exceed $100,000,000.


 


(c)  For the purposes of determining compliance with, and the
outstanding principal amount of Indebtedness incurred pursuant to and in
compliance with, this Section 10.08, (x) in the event that
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in Section 10.08(a) and (b), the Company, in its sole
discretion, shall classify, and may from time to time reclassify, such item of
Indebtedness and only be required to include the amount and type of such
Indebtedness in one of the clauses of Section 10.08(b) or Section 10.08(a);
provided that Indebtedness incurred 


 


70

















 


under
the Credit Agreement prior to or on the Issue Date shall be treated as incurred
pursuant to Section 10.08(b)(ii) above and (y) any other
obligation of the obligor on such indebtedness (or of any other person who
could have incurred such indebtedness under this Section 10.08) arising
under any guarantee, Lien or letter of credit, bankers’ acceptance or other
similar instrument or obligation supporting such Indebtedness shall be
disregarded to the extent that such guarantee, Lien or letter of credit,
bankers’ acceptance or other similar instrument or obligation secures the
principal amount of such Indebtedness.


 


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


 


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


 


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


 


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


 


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


 


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(such payments or Investments described in the preceding
clauses (a), (b), (c) and (d) are collectively referred to as “Restricted
Payments”), unless, after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, shall be the Fair
Market Value of the asset(s) proposed to be transferred by the Company or
such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment),
(A) no Default or Event of Default shall have occurred and be continuing
(or would result therefrom), (B) immediately after giving effect to such
Restricted Payment, the Company would be able to incur $1.00 of additional
Indebtedness pursuant to Section 10.08(a) and (C) the aggregate
amount of such Restricted Payment together with all other Restricted Payments
(including the Fair Market Value of any non-cash Restricted Payments) declared
or made since the Issue Date would not exceed the sum of (without duplication):


 


(1) 50% of the
Consolidated Net Income of the Company accrued during the period (treated as
one accounting period) from the first day of the first fiscal quarter
commencing after the Issue Date to the end of the most recent fiscal quarter of
the Company ending at least 45 days prior to the date of such proposed
Restricted Payment (or, if such aggregate cumulative Consolidated Net Income of
the Company for such period shall be a deficit, minus 100% of such deficit);


 


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


 


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


 


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


 


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


 


72
















 


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


 


(7) so
long as the Designation (as defined in Section 10.17) thereof was treated
as a Restricted Payment made after the Issue Date, with respect to any
Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary
in accordance with Section 10.17 below, the Fair Market Value of the
Company’s interest in such Subsidiary, provided,
however, that such amount shall not in any case exceed the
Designation Amount (as defined in Section 10.17) with respect to such
Restricted Subsidiary upon its Designation, minus
the Designation Amount (measured as of the date of Designation) with respect to
any Restricted Subsidiary that has been designated as an Unrestricted
Subsidiary after the Issue Date in accordance with Section 10.17 below.


 


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


 


None of the foregoing provisions shall
prohibit, so long, in the case of clauses (i), (v), (vi), (vii), (viii),
(ix), (xi) and (xv) below, as there is no Default or Event of Default
continuing, (i) the payment of any dividend or distribution within
60 days after the date of its declaration, if at the date of declaration
such payment would be permitted by the first paragraph of this Section 10.09;
(ii) the redemption, repurchase or other acquisition or retirement of any
shares of any class of Capital Stock or Subordinated Indebtedness of the
Company in exchange for, or out of the net cash proceeds of, a substantially
concurrent issue and sale of other shares of Capital Stock of the Company
(other than Redeemable Capital Stock of the Company) to any Person (other than
to a Subsidiary of the Company); provided,
however, that such net cash
proceeds are excluded from clause (C) of the first paragraph of this Section 10.09;
(iii) any redemption, repurchase, defeasance or other acquisition or
retirement of Subordinated Indebtedness by exchange for, or out of the net cash
proceeds of, a substantially concurrent issue and sale of (1) Capital
Stock of the Company (other than Redeemable Capital Stock) to any Person (other
than to a Subsidiary of the Company); provided,
however, that any such net cash
proceeds are excluded from clause (C) of the first paragraph of this Section 10.09;
or (2) Indebtedness of the Company so long as such Indebtedness is
Subordinated Indebtedness which (x) has no scheduled principal payment
prior to the 91st day after the Maturity Date, (y) has an Average Life to
Stated Maturity greater than the remaining Average Life to Stated Maturity of
the Securities and (z) is subordinated to the Securities in the same
manner and to the same extent as the Subordinated Indebtedness so purchased,
exchanged, redeemed, acquired or retired; (iv) Investments constituting
Restricted Payments made as a result of the receipt of non-cash consideration
from any Asset Sale or other sale of assets or property made pursuant to and in
compliance with 


 


73

















 


this Indenture; (v) payments
to purchase Capital Stock of the Company or Holdings from officers of the
Company or Holdings, pursuant to agreements in effect as of the Issue Date, in
an amount not to exceed $15,000,000 in the aggregate; (vi) payments (other
than those covered by clause (v)) to purchase Capital Stock of the Company
or Holdings from management or employees of the Company or any of its
Subsidiaries, or their authorized representatives, upon the death, disability
or termination of employment of such employees, in aggregate amounts under this
clause (vi) not to exceed $1,000,000 in any fiscal year of the
Company; (vii) payments to Holdings in an amount sufficient to permit it
to (I) make scheduled payments of interest on (A) its 61⁄2% Convertible
Subordinated Debentures due August 1, 2028, issued to United Rentals
Trust I and the 14% Notes and (B) any Indebtedness incurred by
Holdings to refinance any Indebtedness described in clause (A), provided that
such Indebtedness would otherwise satisfy the requirements of Section 10.08(b)(x)(B)(1),
and (II) purchase, repurchase, redeem, defease or otherwise acquire or
retire within one year of final maturity the 14% Notes; provided
that any payments made pursuant to this clause (II) are made with the
proceeds of unsecured Senior Indebtedness or unsecured Subordinated
Indebtedness permitted to be incurred under this Indenture and any such
Indebtedness would otherwise satisfy the requirements of Section 10.08(b)(x)(B)(1) and
(2)(x) and (y); (viii) upon the occurrence of a Change of Control and
within 60 days after the completion of the offer to repurchase the
Securities pursuant to Section 10.13 (including the purchase of the
Securities tendered), any purchase or redemption of Subordinated Indebtedness
or any Capital Stock of Holdings, the Company or any Restricted Subsidiaries
required pursuant to the terms thereof as a result of such Change of Control at
a purchase or redemption price not to exceed 101% of the outstanding principal
amount or liquidation amount thereof, plus accrued and unpaid interest or
dividends (if any); provided, however,
that at the time of such purchase or redemption no Default shall have occurred
and be continuing (or would result therefrom); (ix) upon the occurrence of
an Asset Sale and within 60 days after the completion of an Asset Sale
Offer to repurchase the Securities pursuant to Section 10.14 (including
the purchase of the Securities tendered), any purchase or redemption of
Subordinated Indebtedness or any Capital Stock of Holdings, the Company or any
Restricted Subsidiaries required pursuant to the terms thereof as a result of
such Asset Sale at a purchase or redemption price not to exceed 100% of the
outstanding principal amount or liquidation amount thereof, plus accrued and
unpaid interest or dividends (if any); provided,
however, that at the time of such purchase or redemption no Default
shall have occurred and be continuing (or would result therefrom); (x) payments
to Holdings in an amount sufficient to enable Holdings to pay (1) its
taxes, legal, accounting, payroll, benefits, incentive compensation, insurance
and corporate overhead expenses (including Commission, stock exchange and
transfer agency fees and expenses) and expenses of United Rentals Trust I
payable by Holdings pursuant to the terms of the trust agreement governing such
trust, (2) trade, lease, payroll, benefits, incentive compensation and
other obligations in respect of goods to be delivered to, services (including
management and consulting services) performed for and properties used by, the
Company and the Restricted Subsidiaries, (3) the purchase price for
Investments in other Persons, provided,
however, that promptly following such Investment either (x) such
other Person either becomes a Restricted Subsidiary or is merged or
consolidated with, or transfers or conveys all or substantially all of its
assets to, the Company or a Restricted Subsidiary, or 


 


74

















 


(y) such Investment
would otherwise be permitted under this Indenture if made by the Company and
such Investment is contributed or transferred by Holdings to the Company or a
Restricted Subsidiary and (4) reasonable and customary incidental expenses
as determined in good faith by the Board of Directors of Holdings; (xi) cash
payments in lieu of the issuance of fractional shares in connection with the
exercise of any warrants, options or other securities convertible into or
exchangeable for Capital Stock of Holdings, the Company or any Restricted
Subsidiary; (xii) the deemed repurchase of Capital Stock on the cashless
exercise of stock options; (xiii) the payment of any dividend or
distribution by a Restricted Subsidiary to the holders of its Capital Stock on
a pro rata basis; (xiv) any Investment made in a Special Purpose Vehicle in
connection with a Securitization Transaction, which Investment consists of the
assets described in the definition of “Equipment Securitization Transaction” or
“Receivables Securitization Transaction”; and (xv) any Restricted Payment in an
amount which, when taken together with all Restricted Payments made after the
Issue Date pursuant to this clause (xv), does not exceed $50,000,000.  Any payments made pursuant to
clauses (i), (v), (vi), (viii), (ix) or (xv) of this paragraph shall
be taken into account in calculating the amount of Restricted Payments made
from and after the Issue Date.


 


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


 


SECTION 10.11.
Limitation on Transactions with Affiliates.  The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, enter into any
transaction or series of related transactions (including, without limitation,
the sale, transfer, disposition, purchase, exchange or lease of assets,
property or services) with, or for the benefit of, any of its Affiliates (other
than Restricted Subsidiaries), except (a) on terms that are not materially
less favorable to the Company or such Subsidiary, as the case may be, than
those which could have been obtained in a comparable transaction at such time
from Persons who are not Affiliates of the Company, (b) with respect to a
transaction or series of related transactions involving aggregate payments or
value equal to or greater than $5,000,000 the Company shall have delivered an
Officer’s Certificate to the Trustee certifying that such transaction or
transactions comply with the preceding clause (a), (c) with respect
to a transaction or series of related transactions involving aggregate payments
or value equal to or greater than $20,000,000, such transaction or transactions
shall have been approved by a majority of the Disinterested Members of the
Board of Directors of the Company, and (d) with respect to 


 


75

















 


a transaction or series of related
transactions involving aggregate payments or value equal to or greater than
$50,000,000, the Board of Directors of the Company shall also have received a
written opinion from an Independent Qualified Party to the effect that such
transaction or series of related transactions is fair, from a financial
standpoint, to the Company and its Restricted Subsidiaries or is not less
favorable to the Company and its Restricted Subsidiaries than could reasonably
be expected to be obtained at the time in an arm’s length transaction with a
non-Affiliate.


 


Notwithstanding the foregoing, the
restrictions set forth in this Section 10.11 shall not apply to (i) transactions
with or among the Company and the Restricted Subsidiaries, (ii) customary
directors’ fees, indemnification and similar arrangements, consulting fees,
employee salaries, bonuses or employment agreements, compensation or employee
benefit arrangements and incentive arrangements with any officer, director or
employee of the Company or any Restricted Subsidiary entered into in the
ordinary course of business, (iii) any dividends, payments or investments
made in compliance with Section 10.09, (iv) loans and advances to
officers, directors and employees of the Company or any Restricted Subsidiary
for travel, entertainment, moving and other relocation expenses, in each case
made in the ordinary course of business, (v) the incurrence of
intercompany Indebtedness which constitutes Indebtedness permitted to be
incurred under Section 10.08, (vi) transactions pursuant to
agreements in effect on the Issue Date, (vii) any sale, conveyance or
other transfer of assets customarily transferred in a Securitization
Transaction to a Special Purpose Vehicle, (viii) transactions with
customers, clients, suppliers, joint venture partners, joint ventures,
including their members or partners, or purchasers or sellers of goods or
services, in each case in the ordinary course of business, including pursuant
to joint venture agreements, and otherwise in compliance with the terms of this
Indenture which are, in the aggregate (taking into account all the costs and
benefits associated with such transactions), materially no less favorable to
the Company or the applicable Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or that Restricted
Subsidiary with an unrelated person or entity, in the good faith determination
of the Company’s Board of Directors or its senior management, or are on terms
at least as favorable as might reasonably have been obtained at such time from
an unaffiliated party, and (ix) transactions described in, or permitted
by, clauses (vii) and (x) of the final paragraph of Section 10.09.


 


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


 


76

















 


SECTION 10.13.
Change of Control.  (a)  On or before the 30th day after the
date of the occurrence of a Change of Control (the “Change of Control Date”), the Company shall make an Offer to
Purchase (a “Change of Control Offer”)
on a Business Day not more than 60 nor less than 30 days following the
occurrence of the Change of Control (the “Change
of Control Purchase Date”), all of the then Outstanding Securities
tendered at a purchase price in cash (the “Change
of Control Purchase Price”) equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, thereon to the Change of
Control Purchase Date.  The Company shall
be required to purchase all Securities tendered into the Change of Control Offer
and not withdrawn.  The Change in Control
Offer shall remain open for at least 20 Business Days.


 


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


 


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


 


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


 


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


 


SECTION 10.14.
Disposition of Proceeds of Asset Sales.  The Company will not, and will not permit any
Restricted Subsidiary to, make any Asset Sale unless (a) the Company or
such Restricted Subsidiary, as the case may be, receives 


 


77

















 


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


 


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


 


When the aggregate amount of Excess Proceeds
equals or exceeds $25,000,000, the Company shall make an offer to purchase (an “Asset Sale Offer”), from all holders of the Securities, an aggregate principal
amount of Securities equal to such 


 


78

















 


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


 


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


 


Whenever the aggregate amount of Excess
Proceeds received by the Company and its Restricted Subsidiaries exceeds $25,000,000,
such Excess Proceeds shall, prior to the purchase of Securities, be set aside
by the Company or such Restricted Subsidiary, as the case may be, in a separate
account pending (i) deposit with the Paying 


 


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Agent of the amount required
to purchase the Securities tendered in an Asset Sale Offer or (ii) delivery
by the Company of the Asset Sale Offer Price to the Holders of the Securities
validly tendered and not withdrawn pursuant to an Asset Sale Offer.  Such Excess Proceeds may be invested in Cash
Equivalents, as directed by the Company, having a maturity date which is not
later than the earliest possible date for purchase of Securities pursuant to
the Asset Sale Offer.  The Company will
be entitled to any interest or dividends accrued, earned or paid on such Cash
Equivalents.


 


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


 


SECTION 10.15.
Limitation on Dividends and Other Payment
Restrictions Affecting Restricted Subsidiaries.  The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to (a) pay
dividends, in cash or otherwise, or make any other distributions on or in
respect of its Capital Stock or any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness owed to the Company or
any other Restricted Subsidiary, (c) make loans or advances to the Company
or any other Restricted Subsidiary, (d) transfer any of its properties or
assets to the Company or any other Restricted Subsidiary or (e) guarantee
any Indebtedness of the Company or any other Restricted Subsidiary, except for
such encumbrances or restrictions existing under or by reason of (i) applicable
law or any applicable rule, regulation or order, (ii) customary
non-assignment provisions of any contract or any lease governing a leasehold
interest of the Company or any Restricted Subsidiary, (iii) customary
restrictions on transfers of property subject to a Lien permitted under this
Indenture, (iv) instruments governing Indebtedness as in effect on the
Issue Date, including the Credit Agreement, (v) any agreement or other
instrument of a Person, or relating to Indebtedness or Capital Stock of a
Person, which Person is acquired by or merged or consolidated with the Company
or any Restricted Subsidiary, or which agreement or instrument is assumed by
the Company or any Restricted Subsidiary in connection with an acquisition of
assets from such Person, as in existence at the time of such acquisition (but
not created in contemplation thereof), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired, (vi) an
agreement entered into for the sale or disposition of Capital Stock or assets
of a Restricted Subsidiary or an agreement entered into for the sale of
specified assets (in either case, so long as such encumbrance or restriction,
by its terms, terminates on the earlier of the termination of such agreement or
the consummation of such agreement and so long as such restriction applies only
to the Capital Stock or assets to be sold), (vii) any agreement in effect
on the Issue Date, (viii) this Indenture and the Guarantees, (ix) joint
venture agreements and other similar agreements entered into in the ordinary
course of business that prohibit actions of the type described in clauses (a),
(c), (d) and (e) above, (x) any agreement entered into with
respect to a Special Purpose Vehicle in connection with a Securitization
Transaction, containing customary restrictions required by the institutional 


 


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sponsor or arranger of such
Securitization Transaction in similar types of documents relating to the
purchase of similar assets in connection with the financing thereof, (xi)
restrictions relating to Foreign Subsidiaries contained in Indebtedness
Incurred pursuant to Section 10.08(b)(xi), (xii) (A) on cash or other
deposits or net worth imposed by customers or suppliers under agreements
entered into in the ordinary course of business, (B) that arises or is
agreed to in the ordinary course of business and does not detract from the
value of property or assets of the Company or any Restricted Subsidiary in any
manner material to the Company or such Restricted Subsidiary or adversely
effect the ability of the Company to make interest and principal payments with
respect to the Securities or (C) pursuant to Interest Rate Protection
Agreements and (xiii) any agreement that amends, extends, refinances,
renews or replaces any agreement described in the foregoing clauses, provided, however, that the terms and
conditions of any such agreement are not materially less favorable to the
Holders of the Securities with respect to such dividend and payment
restrictions than those under or pursuant to the agreement amended, extended,
refinanced, renewed or replaced.


 


SECTION 10.16.
Additional Subsidiary Guaranties.  The Company will cause each Domestic
Subsidiary that guarantees any Indebtedness of the Company or any other
Restricted Subsidiary to at the same time execute and deliver to the Trustee a
Guaranty Agreement pursuant to which such Domestic Subsidiary will guarantee
payment of the Securities on the same terms and conditions as those set forth
in this Indenture.  This Section 10.16
shall not apply to any of the Company’s Subsidiaries that have been properly designated
as an Unrestricted Subsidiary or as a Special Purpose Vehicle.


 


SECTION 10.17.
Limitations on Designation of Unrestricted
Subsidiaries.  (a)  The
Company may designate any Restricted Subsidiary as an “Unrestricted Subsidiary”
under this Indenture (a “Designation”)
only if:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 10.18. Provision of Financial Information.  For so long as the Securities are
outstanding, whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, or any successor provision thereto, the Company
shall file with the Commission (if permitted by Commission practice and
applicable law and regulations) the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13(a) or 15(d) or any successor
provision thereto if the Company were so subject, such documents to be filed
with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the
Company would have been required so to file such documents if the Company were
so subject.  If, notwithstanding the
preceding sentence, filing such documents by the Company with the Commission is
not permitted by Commission practice or applicable law or regulations, the Company
will transmit (or cause to be transmitted) by mail to the Trustee and all
Holders of the Securities, as their names and addresses appear in the
Securities Register, copies of such documents within 30 days after the
Required Filing Date.  In addition, for
so long as any Securities remain outstanding, the Company will furnish to the
Holders of Securities and to securities analysts and prospective investors,
upon their request, the information required to be 


 


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delivered pursuant to Rule 144A(d)(4) under the
Securities Act, and, to any beneficial Holder of Securities, if not obtainable
from the Commission, information of the type that would be filed with the
Commission pursuant to the foregoing provisions upon the request of any such
Holder.


 


SECTION 10.19. Statement by Officers as to Default; Compliance
Certificates.  (a)  The
Company shall deliver to the Trustee, prior to March 31 in each year
commencing with the year beginning on January 1, 2010, an Officer’s
Certificate, stating whether or not to the best knowledge of the signers
thereof the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder), and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which he may have knowledge.


 


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


 


SECTION 10.20. Designation of “Designated Senior Indebtedness”.  The Company shall
not designate any Indebtedness other than Indebtedness Incurred under the
Credit Agreement as “Designated Senior Indebtedness” under the 17/8% Convertible Notes, the 7% Notes,
the 73⁄4% Notes or the 61⁄2% Notes.  The Securities issued pursuant to this
Indenture have not been designated as “Designated Senior Indebtedness” under
the 17/8%
Convertible Notes, the 7% Notes, the 73⁄4% Notes or the 61⁄2% Notes.


 


ARTICLE XI


 


Redemption of Securities


 


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


 


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


 


SECTION 11.03. Election to Redeem; Notice to Trustee.  The election of the Company to redeem any
Securities pursuant to Section 11.01 shall be evidenced by a 


 


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


 


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


 


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


 


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


 


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


 


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


 


(i) the Redemption
Date;


 


(ii) the Redemption
Price;


 


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


 


(iv) that on the
Redemption Date the Redemption Price 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;


 


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


 


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


 


Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company’s request and
provision of such notice information to the Trustee 5 days prior to the mailing
of such notice, by the Trustee in the name and at the expense of the Company
and shall be irrevocable.


 


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


 


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


 


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


 


SECTION 11.08. Securities Redeemed in Part.  Any Security which is to be redeemed only in
part shall be surrendered at an office or agency of the Company designated for
that purpose pursuant to Section 10.02 (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee 


 


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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


 


Defeasance and Covenant
Defeasance


 


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


 


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


 


SECTION 12.03. Covenant Defeasance.  Upon the Company’s exercise of its option to
have this Section applied to the Outstanding Securities (as a whole and
not in part), (i) the Company shall be released from its obligations under
Section 8.01(3), Sections 10.05 through 10.18, inclusive, Section 10.20,
and any covenant provided pursuant to Section 9.01(ii) and the
Guarantors shall be released from their obligations under Article XIII and
the Guarantees, and (ii) the occurrence of any event specified in Sections 5.01(3) and
5.01(4) (with respect to Section 8.01(3) and any of
Sections 10.05 


 


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through 10.18, inclusive, and Section 10.20, and any
such covenants provided pursuant to Section 9.01(ii)), shall be deemed not
to be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the
conditions set forth in Section 12.04 are satisfied (hereinafter called “Covenant Defeasance”).  For this purpose, such Covenant Defeasance
means that, with respect to such Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so
specified in the case of Section 5.01(3) or 5.01(4)), whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 


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


 


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


 


87





















 


such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 12.06. Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, 


 


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


 


ARTICLE XIII


 


Guarantee


 


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


 


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 Guaranties 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
Guaranties 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 Guaranties.


 


90
















 


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


 


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


 


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


 


To the fullest extent permitted by law, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Guaranty
Obligations or otherwise.  Without limiting
the generality of the foregoing, to the fullest extent permitted by law, the
obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Securities
or any other agreement, by any waiver or modification of any thereof, by any
default, failure or delay, wilful 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


 


91

















 


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


 


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


 


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


 


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


 


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,
Vice Chairman of the Board, President, Chief Financial Officer or Vice
Presidents and any authorized signatories for any Guarantors that are not
corporations.  The signature of any or
all of these officers on the Guarantee may be manual or facsimile.


 


A Guarantee bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of a
Guarantor shall bind such Guarantor, notwithstanding that such individuals or
any of them have ceased to hold such offices


 


92

















 


prior to the authentication
and delivery of the Security on which such Guarantee is endorsed or did not
hold such offices at the date of such Guarantee.


 


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


 


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


 


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


 


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


 


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


 


93





















 


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


 


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


 


94





















 


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


 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED
  RENTALS (NORTH AMERICA), INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED
  RENTALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFOMANAGER,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature Page to the 10.875% Senior Notes Due 2016, Indenture]



 

















 


	
   

  	
  UNITED
  RENTALS (DELAWARE), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED RENTALS NORTHWEST, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  



 


[Signature Page to the 10.875% Senior Notes Due 2016, Indenture]


 

















 


	
   

  	
  WYNNE SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature Page to the 10.875% Senior Notes Due 2016, Indenture]



 

















 


	
   

  	
  THE
  BANK OF NEW YORK MELLON, AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  	
  by
  

  
	
   

  	
   

  	
   

  	
  /s/ Timothy Casey

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Timothy
  Casey

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  



 


[Signature Page to the 10.875% Senior Notes Due 2016, Indenture]



 

















 


SCHEDULE A


 


	
  Guarantor

  	
   

  	
  Place of Formation

  
	
   

  	
   

  	
   

  
	
  InfoManager, Inc.

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  
	
  United
  Rentals (Delaware), Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Financing Limited Partnership

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Highway Technologies Gulf, Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Northwest, Inc.

  	
   

  	
  Oregon

  
	
   

  	
   

  	
   

  
	
  United
  Rentals Realty, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Wynne
  Systems, Inc.

  	
   

  	
  California

  



 
















 


APPENDIX


 


PROVISIONS RELATING TO INITIAL
SECURITIES,

ADDITIONAL SECURITIES AND EXCHANGE SECURITIES


 


1.  Definitions


 


1.1  Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Purchasers” means (i) with
respect to the Initial Securities issued on the Issue Date, the purchasers
listed in the Purchase Agreement and (ii) with respect to each issuance of
Additional Securities, the Persons purchasing such Additional Securities under
the related purchase agreement.


 


“Purchase Agreement” means (a)  the
Purchase Agreement, dated June 2, 2009, among the Company, the Guarantors
and Morgan Stanley & Co. Incorporated and Banc of America Securities
LLC, as representatives of the Initial Purchasers, and (b) any other
similar Purchase Agreement relating to Additional Securities.


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.2  Other Definitions


 


	
  Term:

  	
   

  	
  Defined in Section:

  
	
   

  	
   

  	
   

  
	
  “Agent
  Members”

  	
   

  	
  2.1(c)

  
	
  “IAI
  Global Security”

  	
   

  	
  2.1(b)

  
	
  “Global
  Security”

  	
   

  	
  2.1(b)

  
	
  “Regulation S
  Global Security”

  	
   

  	
  2.1(b)

  
	
  “Rule 144A
  Global Security”

  	
   

  	
  2.1(b)

  



 


2.  The Securities


 


2.1  Form and Dating


 


(a) The Initial Securities issued on the
date hereof will be (i) offered and sold by the Company pursuant to a
Purchase Agreement and (ii) resold, initially only to (1) QIBs in
reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined
in


 


2

















 


Regulation S) in reliance on
Regulation S.  Such Initial Securities
may thereafter be transferred to, among others, QIBs, purchasers in reliance on
Regulation S and, except as set forth below, IAIs in accordance with Rule 501.  Additional Securities offered after the date
hereof may be offered and sold by the Company from time to time pursuant to one
or more Purchase Agreements in accordance with applicable law.


 


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


 


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


 


The Company shall execute and the Trustee
shall, in accordance with this Section 2.1(c) and Section 2.2
and pursuant to 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.


 


3

















 


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


 


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


 


2.2  Authentication.  The Trustee shall authenticate and make
available for delivery upon a written order of the Company signed by one
Officer of the Company (a) Initial Securities for original issue on the
date hereof in an aggregate principal amount of $500,000,000 (b) subject
to the terms of this Indenture, Additional Securities in an unlimited aggregate
principal amount and (c) the Exchange Securities for issue only in a
Registered Exchange Offer pursuant to a Registration Rights Agreement and for a
like principal amount of Initial Securities exchanged pursuant thereto.  Such order shall specify the amount of the
Securities to be authenticated, the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities or Exchange Securities and, in the case of an issuance of Additional
Securities pursuant to Section 3.13 after the Issue Date, shall certify
that such issuance is in compliance with Section 10.08.


 


2.3  Transfer and Exchange.


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


(i) certification (in the form set forth on the
reverse side of the Initial Security) that such Definitive Security is being
transferred (1) to a QIB in accordance with Rule 144A, (2) to an
IAI that has furnished to the Trustee a signed letter substantially in the form
of Exhibit C or (3) outside the United States in an offshore
transaction within the meaning of Regulation S and in compliance with Rule 904
under the Securities Act; and


 


(ii) written instructions directing the Trustee
to make, or to direct the Securities Custodian to make, an adjustment on its
books and records with respect to such Global Security to reflect an increase
in the aggregate principal amount of the Securities represented by the Global
Security, such instructions to contain information regarding the Depositary
account to be credited with such increase, then the Trustee shall cancel such
Definitive Security and cause, or direct the Securities Custodian to cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Securities Custodian, the aggregate principal amount of
Securities represented by the Global Security to be increased by the aggregate
principal amount of the Definitive Security to be


 


5

















 


exchanged and shall credit
or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Security equal to the
principal amount of the Definitive Security so canceled.  If no Global Securities are then outstanding
and the Global Security has not been previously exchanged for certificated
securities pursuant to Section 2.4, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officers’ Certificate, a new Global Security in the appropriate principal
amount.


 


(c)  Transfer and Exchange of
Global Securities.


 


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


 


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


 


(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.


 


6

















 


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


 


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


 


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


 


(e)  Legend.


 


(i)  Except as permitted by the following
paragraphs (ii), (iii) or (iv), each Security certificate evidencing
the Global Securities and the Definitive Securities (and all Securities issued
in exchange therefor or in substitution thereof) shall bear


 


7

















 


a legend in substantially
the following form (each defined term in the legend being defined as such for
purposes of the legend only):


 


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


 


THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE
YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT
TO


 


8

















 


ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”


 


Each Definitive Security shall bear the
following additional legend:


 


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


 


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


 


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


 


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


 


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


 


9

















 


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


 


(f)  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.


 


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


 


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


 


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


 


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


 


(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.


 


(h)  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


 


10

















 


nominee or of any
participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption or repurchase) or the payment of any
amount, under or with respect to such Securities.  All notices and communications to be given to
the Holders and all payments to be made to Holders under the Securities shall
be given or made only to the registered Holders (which shall be the Depositary
or its nominee in the case of a Global Security).  The rights of beneficial owners in any Global
Security shall be exercised only through the Depositary subject to the
applicable rules and procedures of the Depositary.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners.


 


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


 


2.4  Definitive Securities


 


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


 


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


 


11

















 


integral multiple thereof
and registered in such names as the Depositary shall direct.  Any certificated Initial Security in the form
of a Definitive Security delivered in exchange for an interest in the Global
Security shall, except as otherwise provided by Section 2.3(e), bear the
Restricted Securities Legend.


 


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


 


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


 


12
















 


Exhibit
A-1


 


[FORM OF INITIAL SECURITY]


 


[FORM OF FACE OF SECURITY]


 


[Global Securities Legend]


 


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


 


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


 


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


 


[Restricted Securities Legend]


 


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


 


THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE 


 

















 


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


 


[Regulation S Global Security Legend]


 


EXCEPT AS SET FORTH BELOW, BENEFICIAL
OWNERSHIP INTERESTS IN THIS REGULATION S GLOBAL SECURITY WILL NOT BE
EXCHANGEABLE FOR INTERESTS IN ANY OTHER SECURITY REPRESENTING AN INTEREST IN
THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING
RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION
COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S
UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY
SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY
NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION
THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 


 


2

















 


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


 


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


 


3

















 


SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


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


 


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


 


Each Definitive Security shall bear the following
additional legend:


 


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


 


4

















 


United Rentals (North America), Inc.


 


10.875% Senior Note Due 2016


 




	
  No.                        

  	
  $                          

  
	
   

  	
  CUSIP NO.

  






 


United Rentals (North America), Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company,” which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum listed on
the Schedule of Increases or Decreases in Global Security attached hereto on June 15,
2016 and to pay interest thereon from June 9, 2009 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually in arrears on June 15 and December 15 in each year,
commencing December 15, 2009 at the rate of 10.875% 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 10.875% 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 will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the June 1
and December 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. 
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of securities not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 


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


 


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


 


5

















 


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.


 


6

















 


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


 


 


	
   

  	
  UNITED
  RENTALS (NORTH AMERICA), INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William
  Plummer 

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Offficer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Irene
  Moshouris

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  



 


	
  TRUSTEE’S
  CERTIFICATE OF AUTHENTICATION

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
  THE
  BANK OF NEW YORK MELLON, AS TRUSTEE

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  
				



 


7
















 


Form of Reverse of Security


 


This Security is one of a duly authorized
issue of Securities of the Company designated as 10.875% Senior Notes Due 2016
(herein called the “Initial Securities”), limited in aggregate principal amount
on the Issue Date to $500,000,000 issued and to be issued under an Indenture,
dated as of June 9, 2009 (herein called the “Indenture,” which term shall
have the meaning assigned to it in such instrument), among the Company, the
guarantors named therein and The Bank of New York Mellon, as Trustee (herein
called the “Trustee,” which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  The Company shall be entitled, subject to its
compliance with Section 10.08 of the Indenture, to issue Additional
Securities pursuant to Section 3.13 of the Indenture.  The Securities include the Initial Securities
issued on the Issue Date, any Additional Securities and the Exchange Securities
referred to below, issued in exchange for the Initial Securities pursuant to
the Registration Rights Agreement.  The
Initial Securities issued on the Issue Date, any Additional Securities and the
Exchange Securities are treated as a single class of securities under the
Indenture.


 


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


 


Except as set forth below, the Company will
not be entitled to redeem this Security at its option prior to June 15,
2013.


 


This Security is redeemable at the option of
the Company, in whole or in part, at any time on or after June 15, 2013,
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 June 15 of the years
indicated below:


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
  2013

  	
   

  	
  105.438

  	
  %

  
	
  2014

  	
   

  	
  102.719

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.0000

  	
  %

  



 


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


 


8

















 


(which includes Additional
Securities, if any), at a redemption price equal to 110.875% of the principal
amount thereof plus accrued and unpaid interest, if any, thereon to the
Redemption Date; provided, however,
that at least 65% of the aggregate principal amount of Securities (which
includes Additional Securities, if any) remains outstanding immediately after
the occurrence of such redemption. In order to effect the foregoing redemption
with the proceeds of any Public Equity Offering, the Company shall send a
redemption notice to the Trustee not later than 90 days after the
consummation of any such Public Equity Offering.


 


Prior to June 15, 2013, the Company may
at its option redeem the Securities, in whole or in part, at a redemption price
equal to 100% of the principal amount of the Securities plus the Applicable
Premium as of, and accrued and unpaid interest to, the redemption date (subject
to the right of Holders on the relevant record date to receive interest due on
the relevant interest payment date).


 


“Applicable Premium” means, with respect to
any redemption date, the greater of (i) 1.00% of the principal amount of
such Securities and (ii) the excess of (A) the present value at such
redemption date of (1) the redemption price of such Securities on June 15,
2013 (as set forth above exclusive of any accrued interest) plus (2) all
required remaining scheduled interest payments due on such Securities through June 15,
2013 (but excluding accrued and unpaid interest to the redemption date),
computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the
principal amount of such Securities on such redemption date.


 


“Adjusted Treasury Rate” means, with respect
to any redemption date, (i) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities”, for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after June 15,
2013, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per year equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, in each case calculated on the third
Business Day immediately preceding the redemption date, plus 0.50%.


 


“Comparable Treasury Issue” means the United
States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Securities from the redemption date to June 15,
2013, 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 June 15, 2013.


 


9

















 


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


 


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


 


“Reference Treasury Dealer” means Morgan
Stanley & Co. Incorporated and its successors and assigns and two
other nationally recognized investment banking firms selected by the Company
that are primary U.S. Government securities dealers.


 


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


 


The Securities are not subject to any sinking
fund.


 


The Indenture provides that the Company is
obligated (a) upon the occurrence of a Change in Control to make an offer
to purchase all outstanding Securities at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, thereon to
the date of purchase and (b) to make an offer to purchase Securities with
a portion of the net cash proceeds of certain sales or other dispositions of
assets (not applied as specified in the Indenture within the periods set forth
therein) at a purchase price equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase.


 


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


 


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


 


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


 


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 


 


10

















 


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


 


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


 


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


 


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


 


This Security is issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, Securities are
exchangeable for a like 


 


11

















 


aggregate principal amount
of Securities of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.


 


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


 


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


 


Pursuant to the Registration Rights Agreement
by and among the Company, the guarantors party thereto and the Initial
Purchasers, the Company will be obligated to consummate a Registered Exchange
Offer pursuant to which the Holder of this Security shall have the right to
exchange this Security (whether issued on the Issue Date or issued thereafter
as an Additional Security) for 10.875% Senior Notes Due 2016, of the Company
(herein called the “Exchange Securities”), which have been registered under the
Securities Act, in like principal amount and having identical terms as the
Initial Securities (other than as set forth in this paragraph).  The Holders of Initial Securities shall be
entitled to receive certain additional interest payments in the event such
Registered Exchange Offer is not consummated and upon certain other conditions,
all pursuant to and in accordance with the terms of the Registration Rights
Agreement. Such additional interest will constitute liquidated damages and will
be the exclusive monetary remedy available to the Holder of this Security in
respect of a Registration Default (as defined in the Registration Rights
Agreement), but without prejudice to any non-monetary remedies otherwise
available to such Holder, whether pursuant to the Registration Rights Agreement
or otherwise.


 


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


 


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.


 


12

















 


ASSIGNMENT FORM


 


To assign this Security, fill in the form
below:


 


I or we assign and transfer this Security to


 


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


 


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


 


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


 


	
   

  
	
   

  
	
  Date:
  

  	
                                  

  	
   Your Signature:

  	
   

  	
   

  
	
   

  
	
   

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

  



 


13

















 


CERTIFICATE TO BE DELIVERED UPON
EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES


 


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


 


The undersigned (check one box below):


 


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


 


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


 


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


 


CHECK ONE BOX BELOW


 


(1)                                  o            to the Company; or


 


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


 


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


 


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


 


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


 


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


 


14

















 


(7)                                  o            pursuant to another available
exemption from registration provided by Rule 144 under the Securities Act
of 1933.


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your Signature

  



 


	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed by a participant in a recognized 

  	
   

  	
  Signature
  of Signature Guarantee

  
	
  signature
  guaranty medallion program or other signature 

  	
   

  	
   

  
	
  guarantor
  acceptable to the Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:
  To be executed by an executive officer

  



 


15

















 


[TO BE ATTACHED TO GLOBAL
SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


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


 


	
  Date
  of

  Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of this

  Global Security

  	
   

  	
  Amount of increase in

  Principal Amount of this

  Global Security

  	
   

  	
  Principal amount of this

  Global Security following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Securities Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


16

















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


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


 


Section 10.13   ̈


 


Section 10.14   ̈


 


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


 


	
  Dated:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

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

  



 


	
  Signature
  Guarantee:

  	
   

  
	
   

  	
   

  
	
   

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

  



 


17
















 


Exhibit A-2


 


[FORM OF
EXCHANGE SECURITY]


 


[Global
Securities Legend]


 


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


 


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


 

















 


United
Rentals (North America), Inc.


 


10.875%
Senior Note Due 2016


 


	
  No.

  	
  $                     

  
	
   

  	
  CUSIP NO.

  



 


United Rentals (North
America), Inc., a corporation duly organized and existing under the laws
of the State of Delaware (herein called the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum listed on the Schedule of Increases or Decreases in Global
Security attached hereto on June 15, 2016 and to pay interest thereon from
June 9, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually in arrears on June 15
and December 15 in each year, commencing December 15, 2009 at the
rate of 10.875% 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 10.875% 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
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the June 1
and December 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. 
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of securities not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 


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


 


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


 


2

















 


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.


 


3

















 


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


 


	
   

  	
  UNITED RENTALS (NORTH AMERICA), INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William Plummer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Offficer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Irene Moshouris

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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

Indenture.


 


	
  Dated:

  	
   

  	
   

  



 


THE BANK OF NEW YORK MELLON, AS TRUSTEE


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


4
















 


Form of
Reverse of Security


 


This Security is one of a
duly authorized issue of Securities of the Company designated as 10.875% Senior
Notes Due 2016, (herein called the “Exchange Securities”), limited in aggregate
principal amount on the Issue Date to $500,000,000 issued and to be issued
under an Indenture, dated as of June 9, 2009 (herein called the “Indenture,”
which term shall have the meaning assigned to it in such instrument), among the
Company, the guarantors named therein and The Bank of New York Mellon, as
Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The Company
shall be entitled, subject to its compliance with Section 10.08 of the
Indenture, to issue Additional Securities pursuant to Section 3.13 of the
Indenture.  The Securities include the
Initial Securities issued on the Issue Date, any Additional Securities and the
Exchange Securities, issued in exchange for the Initial Securities pursuant to
the Registration Rights Agreement.  The
Initial Securities issued on the Issue Date, any Additional Securities and the
Exchange Securities are treated as a single class of securities under the
Indenture.


 


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


 


Except as set forth below,
the Company will not be entitled to redeem this Security at its option prior to
June 15, 2013.


 


This Security is redeemable
at the option of the Company, in whole or in part, at any time on or after February 15,
2008, 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 February 15 of the years indicated
below:


 


	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  105.438

  	
  %

  
	
  2014

  	
   

  	
  102.719

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.0000

  	
  %

  



 


In addition, at any time, or
from time to time, on or prior to June 15, 2012, the Company may, at its
option, use the net cash proceeds of one or more Public Equity Offerings to
redeem up to an aggregate of 35% of the principal amount of the Securities
(which includes Additional Securities, if any), at a redemption price equal to
110.875% 


 


5

















 


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


 


Prior to June 15, 2013,
the Company may at its option redeem the Securities, in whole or in part, at a
redemption price equal to 100% of the principal amount of the Securities plus
the Applicable Premium as of, and accrued and unpaid interest to, the
redemption date (subject to the right of Holders on the relevant record date to
receive interest due on the relevant interest payment date).


 


“Applicable Premium” means,
with respect to any redemption date, the greater of (i) 1.00% of the
principal amount of such Securities and (ii) the excess of (A) the
present value at such redemption date of (1) the redemption price of such
Securities on June 15, 2013 (as set forth above exclusive of any accrued
interest) plus (2) all required remaining scheduled interest payments due
on such Securities through June 15, 2013 (but excluding accrued and unpaid
interest to the redemption date), computed using a discount rate equal to the
Adjusted Treasury Rate, over (B) the principal amount of such Securities
on such redemption date.


 


“Adjusted Treasury Rate”
means, with respect to any redemption date, (i) the yield, under the
heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities”, for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after June 15, 2013, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, in each case calculated on
the third Business Day immediately preceding the redemption date, plus 0.50%.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Securities from the
redemption date to June 15, 2013, 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 June 15,
2013.


 


6

















 


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


 


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


 


“Reference Treasury Dealer”
means Morgan Stanley & Co. Incorporated and its successors and assigns
and two other nationally recognized investment banking firms selected by the
Company that are primary U.S. Government securities dealers.


 


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


 


The Securities are not
subject to any sinking fund.


 


The Indenture provides that
the Company is obligated (a) upon the occurrence of a Change in Control to
make an offer to purchase all outstanding Securities at a purchase price equal
to 101% of the principal amount thereof, plus accrued and unpaid interest, if
any, thereon to the date of purchase and (b) to make an offer to purchase
Securities with a portion of the net cash proceeds of certain sales or other
dispositions of assets (not applied as specified in the Indenture within the
periods set forth therein) at a purchase price equal to 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
purchase.


 


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


 


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


 


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


 


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 


 


7

















 


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


 


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


 


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


 


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


 


This Security is issuable
only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof.  As provided
in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like 


 


8

















 


aggregate principal amount of Securities of
like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


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.

  	
   

  
						



 


10

















 


[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


 


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


 


	
  Date of 

  Exchange

  	
   

  	
  Amount of decrease in 

  Principal Amount of this

  Global Security

  	
   

  	
  Amount of increase in

  Principal Amount of this

  Global Security

  	
   

  	
  Principal amount of this

  Global Security following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Securities Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


11

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


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


 


Section 10.13 
o


 


Section 10.14 
o


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

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

  



 


Signature
Guarantee:


 


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


 


12
















 


EXHIBIT B


 


[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]



GUARANTEE


 


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


 


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


 


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


 


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


 


[Signature
page follows]


 

















 


	
   

  	
  UNITED RENTALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INFOMANAGER, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED RENTALS (DELAWARE), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  UNITED RENTALS HIGHWAY TECHNOLOGIES GULF,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


2

















 


	
   

  	
  UNITED RENTALS NORTHWEST, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WYNNE SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


3

















 


SCHEDULE A


 


	
  Guarantor

  	
   

  	
  Place of Formation

  
	
   

  	
   

  	
   

  
	
  InfoManager, Inc.

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  
	
  United Rentals (Delaware), Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United Rentals Financing Limited Partnership

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United Rentals Highway Technologies Gulf, Inc.

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  United Rentals Northwest, Inc.

  	
   

  	
  Oregon

  
	
   

  	
   

  	
   

  
	
  United Rentals Realty, LLC

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Wynne Systems, Inc.

  	
   

  	
  California

  



 


4

















 


EXHIBIT
C


 


Form of

Transferee Letter of Representation


 


The Bank of New York Mellon

101 Barclay Street

New York, NY 10286

Attn: Corporate Trust Administration


 


United Rentals (North
America), Inc.

Five Greenwich Office Park, 3rd Floor

Greenwich, CT 06830


 


Ladies and Gentlemen:


 


This certificate is
delivered to request a transfer of
$                      
principal amount of the 10.875% Senior Notes due 2016 (the “Notes”) of United
Rentals (North America), Inc. (the “Company”).


 


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


 


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Taxpayer ID Number:

  	
   

  	
   

  
					



 


The undersigned represents
and warrants to you that:


 


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


 


2. We understand that the
Notes have not been registered under the Securities Act and, unless so
registered, may not be sold except as permitted in the following sentence. We agree
on our own behalf and on behalf of any investor account for which we are
purchasing Notes to offer, sell or otherwise transfer such Notes prior to the
date that is two years after the later of the date of original issue and the
last date on which the Company or any affiliate of the Company was the owner of
such Notes (or any 


 


5

















 


predecessor thereto) (the “resale restriction
termination date”) only (a) to the Company, (b) pursuant to a
registration statement that has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A
under the Securities Act (“Rule 144A”), to a person we reasonably believe
is a “qualified institutional buyer” as defined in Rule 144A that is
purchasing for its own account or for the account of a qualified institutional
buyer to whom notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States within
the meaning of Regulation S under the Securities Act, (e) to an
institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is an institutional
accredited investor acquiring the Notes for its own account or for the account
of such an institutional accredited investor, in each case in a minimum
principal amount of the Notes of $250,000, for investment purposes and not with
a view to or for offer or sale in connection with any distribution in violation
of the Securities Act, or (f) pursuant to another available exemption from
the registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the resale
restriction termination date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the resale
restriction termination date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and that is acquiring such
Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the
Resale Termination Date of the Notes pursuant to clause (d), (e) or (f) above
to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Company and the Trustee.


 


 


	
  TRANSFEREE:

  	
   

  	
   

  
	
   

  	
   

  
	
  by:

  	
   

  	
   

  
				



 


6