Exhibit
10.1


 


EXECUTION VERSION


 


$500,000,000


 


UNITED RENTALS (NORTH AMERICA),
INC.


 


10.875% SENIOR NOTES DUE 2016


 


REGISTRATION RIGHTS AGREEMENT


 


June 9, 2009


 


Morgan
Stanley & Co. Incorporated

Banc of America Securities LLC


 


c/o Morgan Stanley &
Co. Incorporated 

1585 Broadway

New York, NY 10036


 


Dear
Sirs:


 


United Rentals (North America), Inc., a
Delaware corporation (the “Company”),
proposes to issue and sell to Morgan Stanley & Co. Incorporated, Banc
of America Securities LLC, Barclays Capital Inc., Calyon Securities (USA) Inc.,
Scotia Capital (USA) Inc., BNY Mellon Capital Markets, LLC and HSBC Securities
(USA) Inc. (collectively, the “Initial
Purchasers”), for whom Morgan Stanley & Co. Incorporated
and Banc of America Securities LLC are the representatives (the “Representatives”),  upon
the terms set forth in a purchase agreement dated June 2 2009, (the “Purchase Agreement”),  $500,000,000 aggregate principal amount of
its 10.785% Senior Notes due 2016 (the “Notes”)
to be guaranteed (the “Guaranties”)
by the entities listed herein (the “Guarantors”).  The Notes and the Guaranties are together
referred to as the “Initial Securities”.  The Initial Securities will be issued
pursuant to an Indenture, dated as of June 9, 2009 (the “Indenture”),  among the Company, the Guarantors named therein and The Bank
of New York Mellon, as trustee (the “Trustee”).  As
an inducement to the Initial Purchasers to enter into the Purchase Agreement,
the Company agrees with the Initial Purchasers, for the benefit of the Initial
Purchasers and the holders of the Securities (as defined below) (collectively
the “Holders”),  as follows:


 


1.  Registered
Exchange Offer.  Unless not
permitted by applicable law, the Company shall use its commercially reasonable
efforts to prepare and, not later than 180 days (such 180th day being
a “Filing Deadline”) after  the date on which the Initial Purchasers
purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities
and Exchange Commission (the “Commission”)  a registration statement (the “Exchange Offer Registration Statement”) on
an 


 

















 


appropriate form under the Securities Act of 1933, as amended (the “Securities Act”),  with respect to a proposed offer (the “Registered Exchange Offer”)  to the Holders of Transfer Restricted
Securities (as defined in Section 6 hereof), who are not prohibited by any
law or policy of the Commission from participating in the Registered Exchange
Offer, to issue and deliver to such Holders, in exchange for the Initial Securities,
a like aggregate principal amount of debt securities of the Company issued
under the Indenture, identical in all material respects to the Initial
Securities and registered under the Securities Act (the “Exchange Securities”).  The Company shall use its commercially
reasonable efforts to (i) cause such Exchange Offer Registration Statement
to become effective under the Securities Act within 210 days after the
Closing Date (such 210th day being an “Effectiveness
Deadline”) and (ii) keep
the Exchange Offer Registration Statement effective for not less than
20 business days (or longer, if required by applicable law) after the date
the notice of the Registered Exchange Offer is mailed to the Holders (such
period being called the “Exchange Offer
Registration Period”).


 


If the Company commences the Registered
Exchange Offer, the Company shall use its commercially reasonable efforts
to consummate the Registered Exchange Offer no later than 270 days after
the Closing Date (such 270th day being the “Consummation Deadline”).


 


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


 


The Company acknowledges that, pursuant to
current interpretations by the Commission’s staff of Section 5 of the
Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial Securities,
acquired for its own account as a result of market making activities or other
trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a
prospectus containing the information set forth in (a) Annex A hereto on
the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section
and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in
the “Plan of Distribution” section of such prospectus in connection with a sale
of any such Exchange Securities received by such Exchanging Dealer pursuant to
the Registered Exchange Offer and (ii) an Initial Purchaser that elects to
sell Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in connection with such
sale.


 


2

















 


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


 


If, upon consummation of the Registered
Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it
as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer,
shall issue and deliver to such Initial Purchaser upon the written request of
such Initial Purchaser, in exchange (the “Private Exchange”)  for the Initial Securities held by
such Initial Purchaser, a like principal amount of debt securities of the
Company issued under the Indenture and identical in all material respects to
the Initial Securities (the “Private Exchange Securities”).   The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively called
the “Securities”.


 


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


 


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


 


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


 


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


 


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


 


(e) 
otherwise comply with all applicable laws.


 


As soon as practicable after the close of the
Registered Exchange Offer or the Private Exchange, as the case may be, the
Company shall:


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


2.  Shelf
Registration.  If, (i) because
of any change in law or in applicable interpretations thereof by the staff of
the Commission, the Company is not permitted to 


 


4

















 


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


 


(a) 
The Company shall, on or prior to 180 days after the Trigger Date (such
180th day being a “Filing Deadline”),
use its commercially reasonable efforts to file with the Commission and
thereafter use its commercially reasonable efforts to cause to be declared
effective (unless it becomes effective automatically upon filing) no later than
210 days after the Trigger Date (such 210th day being an “Effectiveness Deadline”) a registration
statement (the “Shelf Registration Statement”  and, together with the Exchange Offer
Registration Statement, a “Registration
Statement”) on an appropriate form under the Securities Act relating
to the offer and sale of the Transfer Restricted Securities by the Holders
thereof from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the “Shelf
Registration”); provided, however, that, if the
obligation to file the Shelf Registration Statement arises because the
Registered Exchange Offer has not been consummated by the Consummation
Deadline, then the Company will use its commercially reasonable efforts to file
the Shelf Registration Statement on or prior to the 30th day after such
filing obligation arises; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.


 


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


 


5

















 


and sell such Securities
during that period, unless such action is required by applicable law.


 


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


 


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


 


(a) 
The Company shall (i) furnish to each Initial Purchaser, prior to the
filing thereof with the Commission, a copy of the Registration Statement and
each amendment thereof and each supplement, if any, to the prospectus included
therein and, in the event that an Initial Purchaser (with respect to any
portion of an unsold allotment from the original offering) is participating in
the Registered Exchange Offer or the Shelf Registration Statement, the Company
shall use its commercially reasonable efforts to reflect in each such document,
when so filed with the Commission, such comments as such Initial Purchaser
reasonably may propose; (ii) include the information set forth in Annex A
hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section and in Annex C hereto
in the “Plan of Distribution” section of the prospectus forming a part of the
Exchange Offer Registration Statement and include the information set forth in
Annex D hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
include the information required by Items 507 or 508 of Regulation S-K under
the Securities Act, as applicable, in the prospectus forming a part of the
Exchange Offer Registration Statement; (iv) include within the prospectus
contained in the Exchange Offer Registration Statement a section entitled “Plan
of Distribution,” reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the
staff of the Commission with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities
received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such
positions or policies have 


 


6

















 


been publicly disseminated
by the staff of the Commission or such positions or policies, in the reasonable
judgment of the Initial Purchasers based upon advice of counsel (which may be
in-house counsel), represent the prevailing views of the staff of the Commission;
and (v) in the case of a Shelf Registration Statement, include in the
prospectus included in the Shelf Registration Statement (or, if permitted by
Commission Rule 430B(b), in a prospectus supplement that becomes a part
thereof pursuant to Commission Rule 430B(f)) that is delivered to any
Holder pursuant to Section 3(d) and (f), the names of the Holders who
propose to sell Securities pursuant to the Shelf Registration Statement as
selling securityholders.


 


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


 


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


 


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


 


(iii) of the issuance
by the Commission or any state securities authority of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, and of the issuance by the Commission of a
notification of objection to the use of the form on which the Registration
Statement has been filed;


 


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


 


(v) of the happening of any
event that requires the Company to make changes in the Registration Statement
or the prospectus in order that the Registration Statement or the prospectus do
not contain an untrue statement 


 


7

















 


of a material fact nor omit
to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading; and


 


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


 


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


 


(d) 
The Company shall furnish to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, at least one copy of the
Shelf Registration Statement and any post-effective amendment or supplement
thereto, including financial statements and schedules, and, if the Holder so
requests in writing, all exhibits thereto (including those, if any,
incorporated by reference).  The Company
shall not, without the prior consent of the Initial Purchasers, make any offer
relating to the Securities that would constitute a “free writing prospectus,”
as defined in Commission Rule 405.


 


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


 


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


 


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


 


8

















 


Offer in connection with the
offering and sale of the Exchange Securities covered by the prospectus included
in such Exchange Offer Registration Statement or any amendment or supplement
thereto.


 


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


 


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


 


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


 


9

















 


pursuant to this Agreement,
the Company will prior to the three-year expiration of that Shelf Registration
Statement file, and use its best efforts to cause to be declared effective
(unless it becomes effective automatically upon filing) within a period that
avoids any interruption in the ability of Holders of Securities covered by the
expiring Shelf Registration Statement to make registered dispositions, a new
registration statement relating to the Securities, which shall be deemed the “Shelf
Registration Statement” for purposes of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


10
















 


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


 


(q) 
Subject to Section 8(c), in the case of any Shelf Registration, the
Company, if requested by counsel to the Majority Holders of the Securities
covered thereby, shall cause (i) its counsel to deliver an opinion and
updates thereof relating to the Securities in customary form addressed to such
Holders and the managing underwriters, if any, thereof and dated, in the case
of the initial opinion, the effective date of such Shelf Registration Statement
in form, substance and scope customarily covered in opinions delivered in
connection with shelf registrations; provided, however, that in
the case of an underwritten offering such opinions shall also be addressed to
the underwriters and also cover the matters customarily covered in opinions
delivered by issuers in connection with primary underwritten offerings of debt
securities comparable to the Securities (such additional opinions to be agreed
upon by the underwriters and the Company, such agreement not to be unreasonably
withheld), (ii) its officers to execute and deliver all customary
documents and certificates and updates thereof requested by any underwriters of
the applicable Securities and (iii) its independent public accountants and
the independent public accountants with respect to any other entity for which
financial information is provided in the Shelf Registration Statement to
provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with shelf registrations; provided,
however, that in the case of an underwritten offering such letters shall
also be addressed to the underwriters and cover the matters customarily covered
in “comfort letters” delivered by issuers in connection with primary
underwritten offerings of debt securities comparable to the Securities (such
letters to be agreed upon by the underwriters and such accountants, such
agreement not to be unreasonably withheld); subject to receipt of appropriate 


 


11

















 


documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72.


 


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


 


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


 


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


 


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


 


12

















 


qualified independent
underwriter to the extent of the indemnification of underwriters provided in Section 5
hereof and (iii) providing such information to such broker-dealer as may
be required in order for such broker-dealer to comply with the requirements of
the Rules.


 


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


 


(w) 
Each Holder and each Participating Broker-Dealer agrees by acquisition of
Initial Securities or Exchange Securities that, upon the Company providing
notice to such Holder or Participating Broker-Dealer, as the case may be, that
the Board of Directors of the Company has resolved that the Company has a bona
fide business purpose for doing so, then, upon providing such notice (which
shall refer to this Section 3(w)), the Company may delay the filing or the
effectiveness of the Shelf Registration Statement (if not then filed or effective,
as applicable) and shall not be required to maintain the effectiveness thereof
or amend or supplement the Shelf Registration Statement Statement, in all
cases, for a period (a “Delay Period”)
expiring upon the earlier to occur of the date which is the earlier of (A) the
date on which such business purpose ceases to interfere with the Company’s and
the Guarantors’ obligations to file or maintain the effectiveness of the Shelf
Registration Statement pursuant to this Agreement or (B) 60 days after the
Company notifies the Holders of such good faith determination. There shall not
be more than 60 days of Delay Periods during any 12-month period. The period of
effectiveness of the Shelf Registration Statement provided for in Section 2(b) above
shall be extended by a number of days equal to the number of days during any
Delay Period. Any Delay Period will not alter the obligations of the Company or
the Guarantors to pay Additional Interest under the circumstances set forth in Section 6
hereof.


 


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


 


(i)  all
registration and filing fees and expenses;


 


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


 


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


 


(iv)  all rating
agency fees;


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


(xi)  the reasonable
fees and expenses of the Trustee, including its counsel, and any escrow agent
or custodian.  Notwithstanding the
foregoing, the holders of the Exchange Securities or Transfer Restricted
Securities being registered shall pay all agency or brokerage fees and
commissions and underwriting discounts and commissions attributable to the sale
of Transfer Restricted Securities and the fees and disbursements of any counsel
or other advisors or experts retained by such holders (severally or jointly)
(excluding advisors or other experts retained by the Company, as aforesaid); provided,
however, that in the case of a Shelf Registration Statement under Section 2
and Section 3 hereof, the Majority Holders may, in each case, if they so
elect, select Holders’ Counsel to represent them (which may be counsel to the
Initial Purchasers), in which event the aforementioned registration expenses
shall include the reasonable fees and disbursements of such counsel up to a
maximum of $100,000.


 


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


 


5.  Indemnification.  (a) 
Each of the Company and the Guarantors named in the Schedule hereto
jointly and severally agree to indemnify and hold harmless each Initial
Purchaser, each Holder of the Securities, any Participating Broker-Dealer, each
underwriter who participates in an offering of Transfer Restricted Securities
and each person, if any, who controls such Initial Purchaser, Holder,
Participating Broker-Dealer or underwriter within the meaning of the Securities
Act or the Exchange Act (each Initial Purchaser, Holder, any Participating
Broker-Dealer, underwriter and such controlling persons are referred to
collectively as the “Indemnified Parties”)
from and against any 


 


14

















 


losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or in any amendment or supplement thereto, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a prospectus, including any preliminary
prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433
(“Issuer FWP”), relating to a
Shelf Registration, or in any amendment or supplement thereto, or arise out of,
or are based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that the Company shall not be liable in any
such case to the extent that such loss, claim, damage or liability arises out
of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in a Registration Statement or prospectus,
including any preliminary prospectus or Issuer FWP relating to a Shelf
Registration, or in any amendment or supplement thereto, in reliance upon and
in conformity with written information pertaining to such Initial Purchaser,
Holder, Participating Broker-Dealer or underwriter and furnished to the Company
by or on behalf of such Initial Purchaser, Holder, Participating Broker-Dealer
or underwriter specifically for inclusion therein; provided  further,
however, that this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such Indemnified Party.


 


(b) 
Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company, the Initial Purchasers, each
underwriter who participates in an offering of Transfer Restricted Securities
and the other selling Holders and each of their respective directors and
officers (including each officer of the Company who signed the Registration
Statement) and each person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act from and against any losses, claims,
damages or liabilities or any actions in respect thereof, to which the Company
or any such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or in
any amendment or supplement thereto, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
such losses, claims, damages, liabilities or actions arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in a prospectus, including any preliminary prospectus or Issuer FWP
relating to a Shelf Registration, or any amendment or supplement thereto, or
arise out of, or are based upon, 


 


15

















 


the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by
or on behalf of such Holder specifically for inclusion therein; and, subject to
the limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by
the Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.


 


(c) 
Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party under this Section 5
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and the failure
to notify the indemnifying party shall not relieve it from any liability which
it may have to an indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this Section 5
for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof. In any such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the contrary; (ii) the
indemnifying party has failed within a reasonable time to retain counsel
reasonably satisfactory to the indemnified party; (iii) the indemnified
party shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to
the indemnifying party; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between
them.  It is understood and agreed that
the indemnifying party shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
indemnified parties, and that all such fees and expenses shall be 


 


16

















 


reimbursed as they are incurred. 
Any such separate firm or any Purchaser, its affiliates, directors and
officers and any control persons of such Purchaser shall be designated in
writing by the Representatives and any such separate firm for the Company, the
Guarantors, their directors and officers and any control persons of the Company
shall be designated in writing by the Company. 
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless
such settlement includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action,
and does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.  The indemnifying party will not be liable for
the costs and expenses of any settlement of such action effected by such indemnified
party without the consent of the indemnifying party, which consent shall not be
unreasonably withheld.


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


(iv) any
Registration Statement required by this Agreement has been declared (or becomes
automatically) effective by the Commission but, thereafter during the period
during which the Company is required to maintain the effectiveness thereof, (A) such
Registration Statement thereafter ceases to be effective or (B) such
Registration Statement or the related prospectus ceases to be usable in
connection with resales of Transfer Restricted Securities, for a period of 60
days, whether or not consecutive, because either (1) any event occurs as a
result of which the related prospectus forming part of such Registration
Statement would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein in the light
of the circumstances under which they were made not misleading, (2) it
shall be necessary to amend such Registration Statement or supplement the
related prospectus, to comply with the Securities Act or the Exchange Act or
the respective rules thereunder or (3) such Registration Statement is
a Shelf Registration Statement that has expired before a replacement Shelf
Registration Statement has become effective.


 


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


 


Additional Interest shall accrue on the
Specified Securities over and above the interest set forth in the title of the
Securities, from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults
have been cured, at a rate of 0.25% per annum (the “Additional 


 


18

















 


Interest
Rate”) for the first 90-day
period immediately following the occurrence of such Registration Default. The
Additional Interest Rate shall increase by an additional 0.25% per annum with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum Additional Interest Rate of 1.0% per annum.


 


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


 


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


 


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


 


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


 


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


 


The Company shall pay the Additional Interest
due on the Specified Securities by depositing with the Trustee, in trust, for
the benefit of the Holders thereof, by 12:00 noon, New York City time, on or
before the applicable semi-annual interest payment date for the Securities,
immediately available funds in sums sufficient to pay the Additional 


 


19

















 


Interest then due.  The Additional Interest amount due shall be
payable on each interest payment date to the record Holder of Securities
entitled to receive the interest payment to be made on such date as set forth
in the Indenture.


 


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


 


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


 


(g) 
“Transfer Restricted Securities”
means the Initial Securites; provided, however, that any such
Securities shall cease to be Transfer Restricted Securities upon the earliest
to occur of (i) the date on which such Securities have been exchanged by a
person other than a broker-dealer for freely transferable Exchange Securities
in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of such Initial Securities for
Exchange Securities, the date on which such Exchange Securites are sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Securities have been effectively
registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement, (iv) the earliest date that is no less than
two years after the Original Issue Date and on which all Initial Securities are
freely tradeable, (v) the date on which such Securities shall have been
otherwise transferred by the Holder thereof and new Securities not bearing a
legend restricting further transfer shall have been delivered by the Company
and subsequent disposition of such Securities shall not require registration or
qualification under the Securities Act or any similar state law then in force
or (vi) the date on which such Securities cease to be outstanding.


 


7.  Rules 144
and 144A.  The Company
shall use its reasonable best efforts to file the reports required to be filed
by it under the Securities Act and the Exchange Act in a timely manner and, if
at any time the Company is not required to file such reports, it will, upon the
request of any Holder of Securities, make publicly available other information
so long as necessary to permit sales of their Securities pursuant to Rules 144
and 144A.  The Company covenants that it
will take such further action as any Holder of Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 


 


20

















 


144A(d)(4)).  The Company will
provide a copy of this Agreement to prospective purchasers of Initial
Securities identified to the Company by the Initial Purchasers upon
request.  Upon the request of any Holder
of Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in
this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.


 


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


 


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


 


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


 


9.  Miscellaneous.


 


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


 


21
















 


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


 


(c) 
Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Majority Holders affected by such amendment, modification,
supplement, waiver or consents.


 


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


 


(1) 
if to a Holder of the Securities, at the most current address given by such
Holder to the Company.


 


(2)  if to the Initial Purchasers;


 


c/o
Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036

Attention:  Syndicate Operations Group


 


with a copy to:


 


Cravath,
Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attention:  William V. Fogg


 


(3)  if to the Company, at its address as
follows:


 


United
Rentals, Inc.

Five Greenwich Office Park

Greenwich, CT 06830

Attention:  Corporate Secretary


 


with a copy to:


 


Sullivan &
Cromwell LLP 

125 Broad Street 


New
York, NY 10004

Attention:  Andrew D. Soussloff


 


22

















 


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


 


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


 


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


 


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


 


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


 


(i) 
Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.


 


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


 


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


 


23

















 


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


 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED
  RENTALS (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature Page to the Registration Rights Agreement]


 

















 


	
   

  	
  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 HIGHWAY TECHNOLOGIES GULF, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WYNNE
  SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ William B. Plummer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William
  B. Plummer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


[Signature Page to the Registration Rights Agreement]


 

















 


	
  The
  foregoing Registration Rights Agreement is hereby confirmed and accepted as
  of the date first above written.

  	
   

  
	
   

  	
   

  
	
  MORGAN
  STANLEY & CO. 

  	
   

  
	
  INCORPORATED

  	
   

  
	
   

  	
   

  
	
  Acting
  on behalf of itself and as a 

  	
   

  
	
  Representative
  of the several Purchasers.

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Peter Zippelius

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Peter
  Zippelius

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


[Signature Page to the Registration Rights Agreement]


 

















 


	
  The
  foregoing Registration Rights Agreement is hereby confirmed and accepted as
  of the date first above written.

  	
   

  
	
   

  	
   

  
	
  BANC
  OF AMERICA SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
  Acting
  on behalf of itself and as a 

  	
   

  
	
  Representative
  of the several Purchasers.

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Andrew Gordon

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Andrew
  Gordon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  



 


[Signature Page to the Registration Rights Agreement]


 

















 


ANNEX A


 


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


 

















 


ANNEX B


 


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


 

















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of
Exchange Securities received in exchange for Initial Securities where such
Initial Securities were acquired as a result of market-making activities or
other trading activities. The Company has agreed that it will allow
Participating Broker-Dealers and any other persons, if any, with similar
prospectus delivery requirements to use the prospectus contained in the
Exchange Offer Registration Statement in connection with the resale of such
Exchange Securities, for a period commencing on the day the Exchange Offer is
consummated and continuing for 90 days (or such shorter period during which
Participating Broker-Dealers are required by law to deliver such prospectus);
provided, however, that if for any day during such period the Company restricts
the use of such prospectus, such period shall be extended on a day-for-day
basis. In addition, until , 200 , all dealers effecting transactions in the
Exchange Securities may be required to deliver a prospectus.(1)


 


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


 


For a period of 90 days after the
Expiration Date the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The


 






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


 

















 


Company has agreed to pay
all expenses incident to the Exchange Offer other than commissions or
concessions of any brokers or dealers and will indemnify the Holders of the
Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.


 


2

















 


ANNEX D


 


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


 


	
  Name:

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  



 


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


 

















 


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