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


 


TRUIST BANK


 


as Trustee and Notes Collateral Agent


 





 



 


Indenture


 


Dated as of November 30, 2022


 





 



 


$1,500,000,000


 


6.000% Senior Secured Notes due 2029


 






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TABLE OF CONTENTS


 




	ARTICLE I

                                                                                Definitions and Other Provisions

                                                                                of General Application

	SECTION 1.01.  Definitions	1
	SECTION 1.02.  Compliance Certificates and Opinions	43
	SECTION 1.03.  Form of Documents Delivered to Trustee	44
	SECTION 1.04.  Acts of Holders; Record Dates	44
	SECTION 1.05.  Notices to Trustee, the Company or a Guarantor	46
	SECTION 1.06.  Notice to Holders; Waiver	46
	SECTION 1.07.  No Incorporation by Reference of Trust Indenture Act	47
	SECTION 1.08.  Effect of Headings and Table of Contents	47
	SECTION 1.09.  Successors and Assigns	47
	SECTION 1.10.  Separability Clause	47
	SECTION 1.11.  Benefits of Indenture	47
	SECTION 1.12.  Governing Law	47
	SECTION 1.13.  Legal Holidays	47
	SECTION 1.14.  Waiver of Jury Trial	47
	SECTION 1.15.  Force Majeure	48
	SECTION 1.16.  U.S.A. Patriot Act	48
	SECTION 1.17.  Copies of Transaction Documents	48
	SECTION 1.18.  Financial Calculations for Limited Condition Transactions	48
	SECTION 1.19.  Certain Compliance Calculations	49
	ARTICLE II

                                               Security Forms

	 
	SECTION 2.01.  Form and Dating	49
	ARTICLE III 

The Securities
	 
	SECTION 3.01.  Title and Terms	50
	SECTION 3.02.  Denominations	50
	SECTION 3.03.  Execution and Authentication	50
	SECTION 3.04.  Temporary Securities	52
	SECTION 3.05.  Registration, Registration of Transfer and Exchange	52
	SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities	54
	SECTION 3.07.  Payment of Interest; Rights Preserved	54
	SECTION 3.08.  Persons Deemed Owners	55
	SECTION 3.09.  Cancellation	55
	SECTION 3.10.  Computation of Interest	56
	SECTION 3.11.  CUSIP and ISIN Numbers	56
	SECTION 3.12.  Deposits of Monies	56



 






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	SECTION 3.13.  Issuance of Additional Securities	56
	ARTICLE IV

                                               Satisfaction and Discharge

	 
	SECTION 4.01.  Satisfaction and Discharge of Indenture	57
	SECTION 4.02.  Application of Trust Money	58
	ARTICLE V

                                                                                Remedies

	 
	SECTION 5.01.  Events of Default	58
	SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment	61
	SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by Trustee	62
	SECTION 5.04.  Trustee May File Proofs of Claim	63
	SECTION 5.05.  Trustee May Enforce Claims Without Possession of Securities	64
	SECTION 5.06.  Application of Money Collected	64
	SECTION 5.07.  Limitation on Suits	64
	SECTION 5.08.  Unconditional Right of Holders to Receive Principal, Premium and Interest	65
	SECTION 5.09.  Restoration of Rights and Remedies	65
	SECTION 5.10.  Rights and Remedies Cumulative	65
	SECTION 5.11.  Delay or Omission Not Waiver	65
	SECTION 5.12.  Control by Holders	66
	SECTION 5.13.  Waiver of Past Defaults	66
	SECTION 5.14.  Undertaking for Costs	66
	SECTION 5.15.  Waiver of Stay or Extension Laws	67
	ARTICLE VI

                                                                                The Trustee

	 
	SECTION 6.01.  Certain Duties and Responsibilities.(a) Except during the continuance of an Event of Default,	67
	SECTION 6.02.  Notice of Defaults	68
	SECTION 6.03.  Certain Rights of Trustee	68
	SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities	70
	SECTION 6.05.  May Hold Securities	70
	SECTION 6.06.  Money Held in Trust	70
	SECTION 6.07.  Compensation and Reimbursement	70
	SECTION 6.08.  Conflicting Interests	71
	SECTION 6.09.  Corporate Trustee Required; Eligibility	71
	SECTION 6.10.  Resignation and Removal; Appointment of Successor	71
	SECTION 6.11.  Acceptance of Appointment by Successor	73
	SECTION 6.12.  Merger, Conversion, Consolidation or Succession to Business	73
	SECTION 6.13.  Preferential Collection of Claims Against the Company or a Guarantor	73
	SECTION 6.14.  Appointment of Authenticating Agent	74



 






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	ARTICLE VII

                                                                                Holders’ Lists and Reports by Trustee and Company

	 
	SECTION 7.01.  Company to Furnish Trustee Names and Addresses of Holders	75
	SECTION 7.02.  Preservation of Information; Communications to Holders	75
	SECTION 7.03.  Reports by Trustee	75
	ARTICLE VIII

                                                                                Consolidation, Merger, Sale of Assets, etc.

	 
	SECTION 8.01.  Company May Consolidate, Etc. Only on Certain Terms	76
	SECTION 8.02.  Successor Substituted	77
	ARTICLE IX

                                                                                Amendments; Waivers; Supplemental Indentures

	 
	SECTION 9.01.  Amendments, Waivers and Supplemental Indentures Without Consent of Holders	77
	SECTION 9.02.  Modifications, Amendments and Supplemental Indentures with Consent of Holders	79
	SECTION 9.03.  Execution of Supplemental Indentures	80
	SECTION 9.04.  Effect of Supplemental Indentures	80
	SECTION 9.05.  [Reserved]	80
	SECTION 9.06.  Reference in Securities to Supplemental Indentures	80
	SECTION 9.07.  Waiver of Certain Covenants	80
	SECTION 9.08.  No Liability for Certain Persons	80
	ARTICLE X

                                               Covenants

	 
	SECTION 10.01.  Payment of Principal, Premium and Interest	81
	SECTION 10.02.  Maintenance of Office or Agency	81
	SECTION 10.03.  Money for Security Payments to be Held in Trust	81
	SECTION 10.04.  Existence; Activities	82
	SECTION 10.05.  [Reserved]	83
	SECTION 10.06.  Payment of Taxes and Other Claims	83
	SECTION 10.07.  [Reserved]	83
	SECTION 10.08.  [Reserved]	83
	SECTION 10.09.  Limitation on Liens	83
	SECTION 10.10.  Change of Control	85
	SECTION 10.11.  Additional Subsidiary Guarantors	86
	SECTION 10.12.  Reporting Requirements	86
	SECTION 10.13.  Compliance Certificates	86
	SECTION 10.14.  Suspension of Covenants	87
	SECTION 10.15.  Grant of Security Interests	88
	SECTION 10.16.  Further Assurances	89



 






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	ARTICLE XI

                                               Redemption of Securities

	 
	SECTION 11.01.  Right of Redemption	89
	SECTION 11.02.  Applicability of Article	89
	SECTION 11.03.  Election to Redeem; Notice to Trustee	90
	SECTION 11.04.  Selection and Notice of Redemption	90
	SECTION 11.05.  Notice of Redemption	90
	SECTION 11.06.  Deposit of Redemption Price	91
	SECTION 11.07.  Securities Payable on Redemption Date	92
	SECTION 11.08.  Securities Redeemed in Part	92
	SECTION 11.09.  Special Mandatory Redemption	92
	ARTICLE XII

                                               Legal Defeasance and Covenant Defeasance

	 
	SECTION 12.01.  Option to Effect Legal Defeasance or Covenant Defeasance	93
	SECTION 12.02.  Legal Defeasance and Discharge	93
	SECTION 12.03.  Covenant Defeasance	94
	SECTION 12.04.  Conditions to Legal or Covenant Defeasance	94
	SECTION 12.05.  Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	95
	SECTION 12.06.  Repayment to Company	96
	SECTION 12.07.  Reinstatement	96
	ARTICLE XIII

                                               Guarantee

	 
	SECTION 13.01.  Guarantee	97
	SECTION 13.02.  Limitation on Liability	99
	SECTION 13.03.  Execution and Delivery of Guarantees	99
	SECTION 13.04.  Guarantors May Consolidate, Etc., on Certain Terms	100
	SECTION 13.05.  Release of Guarantors	100
	SECTION 13.06.  Successors and Assigns	100
	SECTION 13.07.  No Waiver, etc.	101
	SECTION 13.08.  Modification, etc.	101
	ARTICLE XIV

                                               Security

	 
	SECTION 14.01.  Grant of Security Interest	101
	SECTION 14.02.  [Reserved]	102
	SECTION 14.03.  Release of Collateral	102
	SECTION 14.04.  Specified Releases of Collateral	103
	SECTION 14.05.  Form and Sufficiency of Release	103
	SECTION 14.06.  Purchaser Protected	103



 






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	SECTION 14.07.  Authorization of Actions to Be Taken by the Notes Collateral Agent Under the Notes Collateral Documents	104
	SECTION 14.08.  Authorization of Receipt of Funds by the Notes Collateral Agent Under the Notes Collateral Documents	105
	SECTION 14.09.  Intercreditor Agreements	106
	SECTION 14.10.  Reliance by Notes Collateral Agent	106


 


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




 






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INDENTURE, dated as of November 30, 2022, among UNITED
RENTALS (NORTH AMERICA), INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal office at 100 First Stamford Place, Suite 700, Stamford, Connecticut 06902, UNITED RENTALS, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called “Holdings”), the Subsidiaries of the
Company named in Schedule A and TRUIST BANK, a national banking association having its designated corporate trust office at 2713
Forest Hills Rd, Building #2 – 2nd Floor, Wilson, North Carolina 27893, as trustee (in such capacity, herein called
the “Trustee”) and as notes collateral agent (in such capacity, herein called the “Notes Collateral Agent”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the creation of an
issue of 6.000% Senior Secured Notes due 2029 of substantially the tenor and amount hereinafter set forth, and to provide therefor the
Company has duly authorized the execution and delivery of this Indenture.


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I

Definitions and Other Provisions

of General Application


 


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


 


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


 


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


 


(3) 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;


 






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


 


(5) 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;


 


(6) “or” is not exclusive;


 


(7) “including” means including without
limitation;


 


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


 


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


 


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


 


“1L/2L Intercreditor Agreement”
means the Amended and Restated Intercreditor Agreement, dated as of November 4, 2019 and effective as of November 20, 2019, among Bank
of America, N.A., as Credit Agreement Agent, Bank of America, N.A., as an Additional First Lien Agent, Wells Fargo Bank, National Association,
as Second Lien Notes Trustee and Second Lien Collateral Agent, and each other Additional First Lien Agent and each Additional Second Lien
Agent from time to time party thereto, as amended or supplemented from time to time.


 


“1L/2L Joinder” means that Joinder
Agreement to the 1L/2L Intercreditor Agreement, dated as of November 30, 2022, by the Trustee.


 


“ABL Credit Agreement” means
the Fourth Amended and Restated Credit Agreement, dated as of June 30, 2022, among the Company and certain of its Subsidiaries, as
Borrowers, Holdings and certain of its Subsidiaries, as Guarantors, Bank of America, N.A., as agent, U.S. swingline lender and
letter of credit issuer, Bank of America, N.A. (acting through its London branch), as ROW swingline lender, Bank of America, N.A.
(acting through its Canada branch), as Canadian swingline lender, Bank of America Merrill Lynch International, Designated Activity
Company, as French swingline lender, and the lenders and other financial institutions party thereto, together with the related
documents (including any term loans and revolving loans thereunder, any guarantees and any security documents, instruments and
agreements executed in connection therewith), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole
or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any
credit agreement incurred to refinance or replace, in whole or in part, the borrowings and commitments at any time outstanding or
permitted to be outstanding under such credit agreement or a successor credit agreement, whether by the same or any other lender or
holder of Indebtedness or group of lenders or holders of Indebtedness and whether to the same obligor or different obligors and
whether for the same or a different amount (including an increased amount) or on the same or different terms, conditions, covenants
and other provisions.


 






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“Acceptable Intercreditor Agreement”
means an intercreditor agreement between the Notes Collateral Agent and one or more persons or representatives of persons (other than
Holdings or any of its Subsidiaries) benefitting from a Lien on any Collateral containing customary terms and conditions for comparable
transactions, which shall be in form and substance reasonably acceptable to the Notes Collateral Agent; provided that (x) any intercreditor
agreement between the Notes Collateral Agent and one or more persons or representatives of persons (other than Holdings or any of its
Subsidiaries) benefitting from a Lien on any Collateral that is intended to be pari passu with the Notes Collateral Agent’s
Lien having terms that the Company determines in good faith are substantially consistent with, or not materially less favorable, taken
as a whole, to the Notes Secured Parties than, the terms of the Pari Passu Intercreditor Agreement (as amended, restated, modified or
replaced in accordance with its terms) shall be deemed to be reasonably acceptable to the Notes Collateral Agent and (y) any intercreditor
agreement between the Notes Collateral Agent and one or more persons or representatives of persons (other than Holdings or any of its
Subsidiaries) benefitting from a Lien on any Collateral that is intended to be junior to the Notes Collateral Agent’s Lien having
terms that the Company determines in good faith are substantially consistent with, or not materially less favorable, taken as a whole,
to the Notes Secured Parties than, the terms of the 1L/2L Intercreditor Agreement (as amended, restated, modified or replaced in accordance
with its terms) shall be deemed to be reasonably acceptable to the Notes Collateral Agent.


 


“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.


 


“Acquisition Deadline” has the
meaning specified in Section 11.09(a).


 


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


 


“Additional First Lien Agent”
means any agent, trustee or representative of the holders of Additional First Lien Obligations who (a) is appointed as the First Lien
Agent (for purposes related to the administration of the security documents related thereto) pursuant to a credit agreement or other agreement
governing such Additional First Lien Obligations, together with its successors in such capacity, and (b) has become a party to the Intercreditor
Agreements either directly or by executing a joinder in the form required under the applicable Intercreditor Agreement or such other form
that is reasonably acceptable to the First Lien Designated Agent.


 


“Additional First Lien
Agreement” means any Credit Facility evidencing or governing Additional First Lien Debt, in each case in respect of which
an Additional First Lien Agent has become a party to the Intercreditor Agreements either directly or by executing a joinder in the
form required under the applicable Intercreditor Agreement or such other form that is reasonably acceptable to the First Lien
Designated Agent.


 






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“Additional First Lien Debt” means
Indebtedness secured by a Lien incurred pursuant to clause (b) of the definition of “Permitted Liens” (other than Indebtedness
under the ABL Credit Agreement, but including Indebtedness under the Term Credit Agreement) that is intended to be secured on a pari
passu basis with any other First Lien Obligation (for the avoidance of doubt, such Indebtedness may be expressly subordinated in right
of payment (or in priority of application of proceeds of Collateral) to any other First Lien Obligation, including in the form of a “last-out”
tranche); provided, that (i) such Indebtedness has been designated by the Company in an officers’ certificate delivered to
the First Lien Agents and Second Lien Agents as “Additional First Lien Debt” for the purposes of the 1L/2L Intercreditor Agreement
which certificate shall include a certification by an officer of the Company that such Additional First Lien Debt is Additional First
Lien Obligations permitted to be so incurred in accordance with any First Lien Documents and any Second Lien Documents and (ii) any agent,
trustee or representative of the holders of the First Lien Obligations related to such Additional First Lien Debt shall have executed
a joinder to each Intercreditor Agreement in the form provided therein or such other form that is reasonably acceptable to the First Lien
Designated Agent; provided, further, that no Second Lien Indenture Obligations may be designated as Additional First Lien
Debt.


 


“Additional First Lien Obligations”
means (i) any Obligations with respect to any Additional First Lien Agreement, (ii) all reimbursement obligations (if any) and interest
thereon with respect to any letter of credit or similar instruments issued pursuant to any Additional First Lien Agreement and (iii) all
Hedging Obligations, cash management obligations and similar bank product obligations between the Company and/or any of the Guarantors,
on the one hand, and any Person that was a lender, agent for the lenders or holder of Obligations under any Additional First Lien Agreement
at the time the agreement governing such obligations was entered into (or any Affiliate of any Person that was a lender, agent for the
lenders or holder of Obligations under any Additional First Lien Agreement at the time the agreement governing such obligations was entered
into), on the other hand, to the extent that such obligations are secured by Liens on the Collateral, and all fees, expenses and other
amounts payable from time to time in connection therewith; provided, however, for the avoidance of doubt, none of the Credit Agreement
Obligations shall constitute Additional First Lien Obligations.


 


“Additional Second Lien Agent”
means any agent, trustee or representative of the holders of Additional Second Lien Obligations who (a) is appointed as the Second Lien
Agent (for purposes related to the administration of the security documents related thereto) pursuant to a credit agreement or other agreement
governing such Additional Second Lien Obligations, together with its successors in such capacity and (b) has become a party to the 1L/2L
Intercreditor Agreement either directly or by executing a joinder in the form required under the 1L/2L Intercreditor Agreement or such
other form that is reasonably acceptable to the First Lien Designated Agent.


 


“Additional Second Lien
Agreement” means any Credit Facility evidencing or governing Second Lien Debt (other than any Second Lien Indenture
Document), in each case in respect of which an Additional Second Lien Agent has become a party to the 1L/2L Intercreditor Agreement
either directly or by executing a joinder in the form required under the 1L/2L Intercreditor Agreement or such other form that is
reasonably acceptable to the First Lien Designated Agent.


 






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“Additional Second Lien Obligations”
means (i) any Obligations with respect to any Additional Second Lien Agreement, (ii) all reimbursement obligations (if any) and interest
thereon with respect to any letter of credit or similar instruments issued pursuant to any Additional Second Lien Agreement and (iii)
all Hedging Obligations, cash management obligations and similar bank product obligations between the Company and/or any of the Guarantors,
on the one hand, and any Person that was a lender, agent for the lenders or holder of Obligations under any Additional Second Lien Agreement
at the time the agreement governing such obligations was entered into (or any Affiliate of any Person that was a lender, agent for the
lenders or holder of Obligations under any Additional Second Lien Agreement at the time the agreement governing such obligations was entered
into), on the other hand, to the extent that such obligations are secured by Liens on the Collateral, and all fees, expenses and other
amounts payable from time to time in connection therewith; provided, however, for the avoidance of doubt, none of the Second Lien
Indenture Obligations or First Lien Obligations shall constitute Additional Second Lien Obligations.


 


“Additional Securities” means
the Company’s 6.000% Senior Secured Notes due 2029 issued from time to time after the Issue Date under this Indenture (other than
pursuant to Sections 3.04, 3.05, 3.06, 10.10 or 11.08 of this Indenture).


 


“Adjusted Treasury Rate” means,
as of any Redemption Date, (i) the weekly average for each Business Day during the most recent week that has ended at least two Business
Days prior to such Redemption Date (or in the case of satisfaction and discharge, two Business Days prior to the deposit with the Trustee
or paying agent) of the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as
compiled and published in the Federal Reserve Statistical Release H.15 (or, if such statistical release is not so published or the applicable
information is not applicable thereon, any publicly available source of similar market data as selected by the Company in good faith))
most nearly equal to the period from the Redemption Date to December 15, 2025 (if no maturity is within three months before or after December
15, 2025, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and
the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month)
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, in the case of each of clause (i) and (ii), 0.50%.


 


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


 






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“Ahern Acquisition” means the
acquisition by the Company of certain assets contemplated by the Ahern Asset Purchase Agreement.


 


“Ahern Asset Purchase Agreement”
means the Asset Purchase Agreement, dated November 11, 2022, among the Company, Ahern Rentals, Inc., a Nevada corporation, and Xtreme
Re-Rental, LLC, a Nevada limited liability company.


 


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


 


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


 


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


 


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


 


“Asset Acquisition” means:


 


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


 


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


 


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


 


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


 






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


 


(i) the sum of the products of:


 


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


 


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


 


(ii) the sum of all such principal payments.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Collateral” means all property
and assets in which Liens are from time to time purported to be granted to secure the Indenture Obligations pursuant to the Notes Collateral
Documents.


 


“Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Exchange Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


(a) Consolidated Net Income;


 


(b) Consolidated Non-cash Charges;


 






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(c) Consolidated Interest Expense;


 


(d) Consolidated Income Tax Expense;


 


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


 


(f) the amount of any restructuring charges
or reserves, retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease
commitments, costs related to start up, closure, relocation or consolidation of facilities, costs to relocate employees, consulting fees,
one time information technology costs, one time branding costs and losses on the sale of excess fleet from closures; and


 


(g) the amount of net cost savings and
synergies expected by the Company in good faith to be realized (which shall be calculated on a pro forma basis as though such cost savings
or synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from
such actions; provided that (A) such cost savings or synergies are reasonably identifiable and supportable, and (B) such
actions have been taken or are to be taken within 24 months after the date of determination to take such action; less


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(a) any amortization of debt discount;


 


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


 


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


 


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


 


(e) all accrued interest; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(2) treasury stock;


 


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


 


(4) Investments in and assets of Unrestricted Subsidiaries.


 


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


 


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


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its designated corporate trust business shall be administered, which address
as of the date of this Indenture is located at 2713 Forest Hills Rd, Building #2 – 2nd Floor, Wilson, North Carolina
27893, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated
corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice
to the Holders and the Company).


 


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


 


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


 


“Credit Agreement Agent” means
Bank of America, N.A., as agent under the ABL Credit Agreement, together with its successors and assigns in such capacity (or, in the
case of a refinancing or replacement in full of the ABL Credit Agreement, the Person serving at such time as the “Agent”,
 “Administrative Agent”, “Collateral Agent” or other similar representative of the lenders under the ABL Credit
Agreement, together with its successors and assigns in such capacity); provided, that if the ABL Credit Agreement is refinanced
or replaced in full by two or more credit agreements, the “Agent”, “Administrative Agent”, “Collateral Agent”
or other similar representative of the lenders under each of the credit agreements shall select one Person from amongst themselves to
serve as Credit Agreement Agent.


 


“Credit Agreement Collateral Documents”
means any agreement, document or instrument pursuant to which a Lien is granted by the Company or a Guarantor to secure any Credit Agreement
Obligations or under which rights or remedies with respect to any such Lien are governed, as the same may be amended, supplemented or
otherwise modified from time to time.


 






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“Credit Agreement Documents” means
(a) the ABL Credit Agreement and each of the other agreements, documents or instruments evidencing, governing or securing any Credit Agreement
Obligations (including any Credit Agreement Collateral Document) and (b) any other related documents or instruments executed and delivered
pursuant to any Credit Agreement Document described in clause (a) above evidencing, governing or securing any Obligations thereunder,
in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in whole or in part from time to time.


 


“Credit Agreement Obligations”
means (i) any Obligations with respect to the ABL Credit Agreement, (ii) all reimbursement obligations (if any) and interest thereon with
respect to any letter of credit or similar instruments issued pursuant to the ABL Credit Agreement and (iii) all Hedging Obligations,
cash management obligations and similar bank product obligations (including, without limitation, Designated Bank Product Obligations (as
defined in the ABL Credit Agreement)) between the Company and/or any of the Guarantors, on the one hand, and any Person that was a lender,
agent for the lenders or holder of Obligations under the ABL Credit Agreement at the time the agreement governing such obligations was
entered into (or any Affiliate of any Person that was a lender, agent for the lenders or holder of Obligations under the ABL Credit Agreement
at the time the agreement governing such obligations was entered into), on the other hand, to the extent that such obligations are secured
by Liens on the Collateral, and all fees, expenses and other amounts payable from time to time in connection therewith.


 


“Credit Agreement Secured Parties”
means the Credit Agreement Agent, the lenders and letter of credit issuer(s) party to the ABL Credit Agreement and any other Person holding
any Credit Agreement Obligation or to whom any Credit Agreement Obligation is at any time owing.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Discharge of Credit Agreement Obligations”
means (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any bankruptcy,
insolvency or liquidation proceeding, whether or not such interest would be allowed in such bankruptcy, insolvency or liquidation proceeding)
and premium, if any, on all indebtedness (including all reimbursement obligations in respect of, if any, letters of credit) outstanding
under the ABL Credit Agreement, (b) payment in full in cash of all other Credit Agreement Obligations that are due and payable or otherwise
accrued and owing at or prior to the time such principal (including reimbursement obligations in respect of, if any, letters of credit),
interest and premium, if any, are paid (except for contingent indemnities and cost and reimbursement obligations, in each case, to the
extent no claim has been made and except as otherwise provided in clauses (c) and (d) of this definition), (c) termination or collateralization
(in accordance with the terms of the ABL Credit Agreement) of, if any, all letters of credit issued under the ABL Credit Agreement, (d)
termination or collateralization (in accordance with the terms of the applicable documents governing such arrangements or pursuant to
arrangements that are otherwise acceptable to the relevant counterparty) of all hedging arrangements, cash management arrangements and
other bank product arrangements the obligations under or respect to which constitute Credit Agreement Obligations, and, in the case of
a termination, payment in full in cash of all unpaid obligations in respect thereof upon such termination, and (e) termination of, if
any, all commitments under the ABL Credit Agreement; provided that the Discharge of Credit Agreement Obligations shall not be deemed
to have occurred if such payments are made with the proceeds of other Credit Agreement Obligations that constitute an exchange or replacement
for or a refinancing of such Credit Agreement Obligations.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“First Lien Agents” means, collectively,
the Credit Agreement Agent and each Additional First Lien Agent.


 


“First Lien Designated Agent”
means (i) at all times prior to the Discharge of Credit Agreement Obligations, the Credit Agreement Agent and (ii) on and after the Discharge
of Credit Agreement Obligations, such agent or trustee as is designated “First Lien Designated Agent” by the First Lien Secured
Parties holding a majority in principal amount of the First Lien Obligations then outstanding.


 


“First Lien Documents” means,
collectively, (a) the Credit Agreement Documents, (b) the Indenture Documents and (c) each Additional First Lien Agreement and each of
the other agreements, documents or instruments evidencing, governing or securing any Additional First Lien Obligations and any other related
documents or instruments executed and delivered pursuant to the foregoing.


 


“First Lien Obligations” means,
collectively, the Credit Agreement Obligations, the Indenture Obligations and the Additional First Lien Obligations; provided that
no Second Lien Indenture Obligations may be First Lien Obligations.


 


“First Lien Secured Parties” means,
collectively, (a) the Credit Agreement Secured Parties, (b) the Notes Secured Parties and (c) any Additional First Lien Agent, the lenders
and letter of credit issuer(s) party to any Additional First Lien Agreement and any other Person holding any Additional First Lien Obligation
or to whom any Additional First Lien Obligation is at any time owing.


 


“Fixed Amounts” has the meaning
specified in Section 1.19.


 


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


 


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


 






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“Four Quarter Period” shall have
the meaning set forth in the definition of “Senior Secured Indebtedness Leverage Ratio.”


 


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


 


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


 


“General Finance Acquisition”
means the acquisition by the Company of General Finance Corporation contemplated by the Agreement and Plan of Merger, dated as of April
15, 2021, by and among the Company, UR Merger Sub VI Corporation and General Finance Corporation, as amended from time to time.


 


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


 


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


 


“Grantor” means collectively,
the Company and the Guarantors.


 


“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.


 






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


 


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


 


“Guarantor” means Holdings and
each Subsidiary Guarantor.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Incurrence Based Amounts” has
the meaning specified in Section 1.19.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(h) all obligations under or in
respect of Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such
agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time); and


 


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


 


provided, however, that Indebtedness shall not include:


 


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


 


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


 


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


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.


 


“Indenture Documents” means
(a) this Indenture, the Securities, the guarantees thereof, the Notes Collateral Documents and each of the other agreements,
documents or instruments evidencing or governing any Indenture Obligations and (b) any other related documents or instruments
executed and delivered pursuant to any Indenture Document described in clause (a) above evidencing or governing any Obligations
thereunder, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time
to time.


 






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“Indenture Obligations” means
all Obligations in respect of the Securities or arising under the Indenture Documents or any of them. Indenture Obligations shall include
all interest accrued (or which would, absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement
of an insolvency or liquidation proceeding in accordance with and at the rate specified in the relevant Indenture Document whether or
not the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding (including all amounts accruing on
or after the commencement of an insolvency or liquidation proceeding, or that would have accrued or become due but for the effect of an
insolvency or liquidation proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed
in such insolvency or liquidation proceeding).


 


“Initial Default” has the meaning
specified in Section 5.13.


 


“Intercreditor Agreements” means,
collectively, the 1L/2L Intercreditor Agreement and the Pari Passu Intercreditor Agreement.


 


“Intercreditor Agreement Joinders”
means the 1L/2L Joinder and the Pari Passu Joinder.


 


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


 


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


 


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


 


“Investment” means, with
respect to any Person, any loan or other extension of credit (including a guarantee) or capital contribution to any other Person (by
means of any transfer of cash or other property or any payment for property or services for consideration of Indebtedness or Capital
Stock of any other Person), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other
securities or evidences of indebtedness issued by any other Person. The amount of any Investment outstanding at any time shall be
the original cost of such Investment, reduced (at the Company’s option) by any dividend, distribution, interest payment,
return of capital, repayment or other amount or value received in respect of such Investment.


 






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


 


“Issue Date” means November 30,
2022.


 


“LCT Election” has the meaning
specified in Section 1.18.


 


“LCT Test Date” has the meaning
specified in Section 1.18.


 


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


 


“Lien” means any mortgage, charge,
pledge, lien (statutory or other), security interest, hypothecation, assignment for security, claim, or preference or priority or other
encumbrance upon or with respect to any property of any kind.


 


“Limited Condition Transaction”
means (1) any Investment or acquisition (whether by merger, consolidation or otherwise) whose consummation is not conditioned on the availability
of, or on obtaining, third-party financing (it being understood that a “marketing period” or similar concept is not a financing
condition), (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable
notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (3) any dividends or distributions
on, or redemptions of, Capital Stock requiring irrevocable notice in advance thereof.


 


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


 


“Maturity Date” means December
15, 2029.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Notes Collateral Documents” means
the Notes Security Agreement, any intellectual property security agreement, any other agreement, document or instrument pursuant to which
a Lien is granted by the Company or a Guarantor to secure any Indenture Obligations or under which rights or remedies with respect to
any such Lien are governed, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Notes Secured Parties” means
the Holders and the Notes Collateral Agent.


 






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“Notes Security Agreement” means
the Security Agreement, dated as of the Issue Date, among the Company and the Guarantors in favor of the Notes Collateral Agent, as amended,
amended and restated or supplemented from time to time in accordance with its terms.


 


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


 


“Obligations” means, with respect
to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature
and all other amounts payable thereunder or in respect thereof.


 


“Offer” means a Change of Control
Offer.


 


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


 


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


 


(2) the Expiration Date and the Purchase
Date;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Offering Memorandum” means the
Offering Memorandum, dated November 15, 2021, pursuant to which the Securities were offered, and any supplement thereto.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Pari Passu Intercreditor Agreement”
means the Pari Passu Intercreditor Agreement dated as of October 31, 2018, among Bank of America, N.A., as ABL Collateral Agent under
the ABL Credit Agreement, Bank of America, N.A., as Term Loan Collateral Agent under the Term Credit Agreement, each Grantor and each
Additional First Lien Agent from time to time party thereto.


 


“Pari Passu Joinder” means the
Joinder Agreement to the Pari Passu Intercreditor Agreement, dated as of November 30, 2022, by the Trustee.


 


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


 


“Permitted Liens” means:


 


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


 


(b) Liens securing Indebtedness incurred
by the Company and Restricted Subsidiaries pursuant to Credit Facilities; provided, however, that immediately after giving
effect to any such incurrence, the aggregate principal amount of all Indebtedness secured by Liens pursuant to this clause (b) and then
outstanding shall not exceed the greater of (i) $11,200,000,000 and (ii) 85.0% of Consolidated Net Tangible Assets; provided, further,
that such Liens on any Collateral are subject to the terms of the Intercreditor Agreements, to the extent applicable, or an Acceptable
Intercreditor Agreement;


 


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


 


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


 


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


 


(f) Liens for taxes not delinquent
or statutory Liens for taxes, the nonpayment of which, individually or in the aggregate, would not reasonably be expected to have a
material adverse effect on the Company and its Restricted Subsidiaries or that are being contested in good faith by appropriate
proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be
required pursuant to GAAP;


 






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(g) statutory Liens of landlords and
Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law for sums not yet delinquent
for a period of more than 60 days or being contested in good faith and by appropriate proceedings or that would not reasonably be expected
to have a material adverse effect on the Company and its Restricted Subsidiaries;


 


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


 


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


 


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


 


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


 


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


 


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


 


(n) Liens securing Indebtedness of
the Company or any Restricted Subsidiary under equipment purchase or lines of credit, or for Capitalized Lease Obligations or
Purchase Money Obligations; provided that, the aggregate principal amount of all Indebtedness secured by Liens pursuant to
this clause (n) at any time outstanding shall not exceed the greater of $991,100,000 and 7.5% of Consolidated Net Tangible Assets,
if such Indebtedness has been incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to,
property, plant or equipment of the Company or any Restricted Subsidiary; provided, however, that the Lien may not
extend to any other property owned by the Company or any Restricted Subsidiary at the time the Lien is incurred (other than assets
and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be
incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or
commencement of full operation of the property subject to the Lien;


 






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


 


(p) Liens securing refinancing Indebtedness
of:


 


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


 


(A) the Securities,


 


(B) any Existing Indebtedness secured
by Liens,


 


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


 


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


 


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


 


(A) the Securities,


 


(B) any Existing Indebtedness secured
by Liens,


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(r) Liens securing (i) Hedging Obligations
for speculative purposes and (ii) First Lien Obligations (other than Hedging Obligations) of the type specified in clause (iii) of the
definition of “Credit Agreement Obligations”, “Additional First Lien Obligations” or “Additional Second
Lien Obligations”;


 


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


 


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


 


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


 


(v) Liens on cash set aside at the time
of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or
government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to
be applied for such purpose;


 


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


 






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


 


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


 


(z) Liens securing the Securities;


 


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


 


(bb) Liens on property or assets under
construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party
relating to such property or assets;


 


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


 


(dd) Liens incurred by the Company or
any Restricted Subsidiary; provided that at the time any such Lien is incurred, the obligations secured by such Lien, when added
to all other obligations secured by Liens incurred pursuant to this clause (dd), shall not exceed the greater of $991,100,000 and
7.50% of Consolidated Net Tangible Assets; and


 


(ee) Liens securing Indebtedness;
provided that on the date of the incurrence of such Indebtedness after giving effect to such incurrence (or on the date of the
initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness,
in which case such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further
compliance with this clause (ee)), no Event of Default shall have occurred and be continuing and the Senior Secured Indebtedness Leverage
Ratio shall not exceed 4.25:1.00.


 


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


 






    33


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Relevant Transaction” has the
meaning specified in Section 1.19.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Second Lien Agents” means, collectively,
the Second Lien Collateral Agent and each Additional Second Lien Agent.


 


“Second Lien Collateral Agent”
shall mean Wells Fargo Bank, National Association, in its capacity as collateral agent under the Second Lien Notes Collateral Documents,
and its successors and assigns in such capacity.


 


“Second Lien Debt” means Indebtedness
secured by a Lien incurred pursuant to clause (b), (dd) or (ee) of the definition of “Permitted Liens” that is to be equally
and ratably secured with any other Second Lien Obligation; provided that (i) such Indebtedness has been designated by the Company
in an officers’ certificate delivered to the First Lien Agents and Second Lien Agents as “Second Lien Debt” for the
purposes of the 1L/2L Intercreditor Agreement which certificate shall include a certification by an officer of the Company that such Additional
Second Lien Obligations are Additional Second Lien Obligations permitted to be so incurred in accordance with any First Lien Documents
and any Second Lien Documents and (ii) any agent, trustee or representative of the holders of the Second Lien Obligations related to such
Second Lien Debt shall have executed a joinder to the 1L/2L Intercreditor Agreement in the form provided therein or such other form that
is reasonably acceptable to the First Lien Designated Agent.


 


“Second Lien Documents” means,
collectively, (a) the Second Lien Indenture Documents and (b) each Additional Second Lien Agreement and each of the other agreements,
documents or instruments evidencing, governing or securing any Additional Second Lien Obligations and any other related documents or instruments
executed and delivered pursuant to any of the foregoing.


 


“Second Lien Notes” means the
Company’s 3.875% Senior Secured Notes due 2027 issued pursuant to the Second Lien Indenture.


 


“Second Lien Obligations” means,
collectively, the Second Lien Indenture Obligations and the Additional Second Lien Obligations.


 


“Second Lien Indenture” means
the Indenture dated as of November 4, 2019, under which the Second Lien Notes were issued, among the Company, Wells Fargo Bank, National
Association, as Second Lien Notes Trustee and Second Lien Collateral Agent, and the other parties thereto from time to time, as amended,
restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of
sales of debt securities to institutional investors) in whole or in part from time to time.


 


“Second Lien
Indenture Documents” means (a) the Second Lien Indenture, the Second Lien Notes, the guarantees thereof, the Second Lien
Notes Collateral Documents and each of the other agreements, documents or instruments evidencing or governing any Second Lien
Indenture Obligations and (b) any other related documents or instruments executed and delivered pursuant to any Second Lien
Indenture Document described in clause (a) above evidencing or governing any Second Lien Indenture Obligations thereunder, in each
case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in whole or in part from time to time.


 






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“Second Lien Indenture Obligations”
means all Obligations in respect of the Second Lien Notes or arising under the Second Lien Indenture Documents or any of them. Second
Lien Indenture Obligations shall include all interest accrued (or which would, absent the commencement of an insolvency or liquidation
proceeding, accrue) after the commencement of an insolvency or liquidation proceeding in accordance with and at the rate specified in
the relevant Second Lien Indenture Document whether or not the claim for such interest is allowed as a claim in such insolvency or liquidation
proceeding (including all amounts accruing on or after the commencement of an insolvency or liquidation proceeding, or that would have
accrued or become due but for the effect of an insolvency or liquidation proceeding and irrespective of whether a claim for all or any
portion of such amounts is allowable or allowed in such insolvency or liquidation proceeding).


 


“Second Lien Notes Collateral Documents”
means the Second Lien Notes Security Agreement, any intellectual property security agreement and any other agreement, document or instrument
pursuant to which a Lien is granted by a Grantor to secure any Second Lien Indenture Obligations or under which rights or remedies with
respect to any such Lien are governed, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Second Lien Notes Security Agreement”
shall mean the Second Amended and Restated Security Agreement, dated as of November 4, 2019 and effective as of November 20, 2019, among
the Company, the other Grantors, the Second Lien Notes Trustee and the Second Lien Collateral Agent, as amended, amended and restated
or supplemented from time to time in accordance with its terms.


 


“Second Lien Notes Trustee” shall
mean Wells Fargo Bank, National Association, in its capacity as trustee under the Second Lien Indenture and its successors and assigns
in such capacity.


 


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


 


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


 


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


 


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


 


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


 









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“Senior Secured Indebtedness Leverage Ratio”
means, with respect to any Person, on any date of determination, a ratio (i) the numerator of which is the aggregate principal amount
(or accreted value, as the case may be) of Indebtedness that is secured by a Lien of such Person and its Restricted Subsidiaries on a
consolidated basis outstanding on such date, less the amount of cash and Cash Equivalents that would be stated on the consolidated balance
sheet of such Person and held by such Person or its Restricted Subsidiaries, as determined in accordance with GAAP, as of the date of
determination, and (ii) the denominator of which is the Consolidated Cash Flow Available for Fixed Charges of such Person for the four
full fiscal quarters (such four full fiscal quarter period being referred to herein as the “Four Quarter Period”), treated
as one period, for which financial information in respect thereof is available immediately preceding the date of such calculation.


 


The Senior Secured Indebtedness Leverage Ratio shall
be calculated after giving pro forma effect to:


 


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



 


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



 


For purposes of this
definition, whenever pro forma effect is to be given to any Investment, acquisition, disposition or other transaction, or the amount
of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness incurred or
repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma
calculations in respect thereof (including, without limitation, in respect of anticipated cost savings or synergies relating to any
such Investment, acquisition, disposition or other transaction that have been or are expected to be realized) shall be as determined
in good faith by the chief financial officer or an authorized officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect
on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Protection
Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Company or a Restricted Subsidiary, a
rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such
Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such
optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect
was incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average
daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Company to be the rate
of interest implicit in such Capitalized Lease Obligation in accordance with GAAP, subject to the definition of Capitalized Lease
Obligation hereunder.


 






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If such Person or any of its Restricted Subsidiaries
directly or indirectly guarantees Indebtedness of a third person, the above clause 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.


 


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


 


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


 


“Special Mandatory Redemption”
has the meaning specified in Section 11.09(a).


 


“Special Mandatory Redemption Date”
means the earliest to occur of (i) the Acquisition Deadline, if the Ahern Acquisition is not consummated on or before such date, (ii)
the 10th Business Day following written notification by the Company to the Trustee that Holdings has determined that the Ahern Acquisition
will not be consummated on or before the Acquisition Deadline, and (iii) the 10th Business Day following the termination of the Ahern
Asset Purchase Agreement, if the Ahern Acquisition has not been consummated.


 


“Special Mandatory Redemption Event”
has the meaning specified in Section 11.09(a).


 


“Special Mandatory Redemption Price”
has the meaning specified in Section 11.09(a).


 


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


 









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


 


“Stated Maturity” means, when
used with respect to any Security or any installment of interest thereon, the date specified in such Security as the fixed date on which
the principal of such Security or such installment of interest is due and payable, and when used with respect to any other Indebtedness,
means the date specified in the instrument governing such Indebtedness as the fixed date on which the principal of such Indebtedness,
or any installment of interest thereon, is due and payable; provided that if the Company is required to redeem the Securities as
provided in Section 11.09, “Stated Maturity” means the Special Mandatory Redemption Date.


 


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


 


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


 


“Subsidiary” means, with respect
to any Person:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 









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


 


“Term Credit Agreement” means
the Credit and Guaranty Agreement, dated as of October 31, 2018, among Holdings, the Company, each subsidiary of the Company party thereto,
the lenders from time to time party thereto and Bank of America, N.A., as agent, together with the related documents (including any guarantees
and any security documents, instruments and agreements executed in connection therewith), as amended, extended, renewed, restated, supplemented
or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from
time to time, and any credit agreement incurred to refinance or replace, in whole or in part, the borrowings and commitments at any time
outstanding or permitted to be outstanding under such credit agreement or a successor credit agreement, whether by the same or any other
lender or holder of Indebtedness or group of lenders or holders of Indebtedness and whether to the same obligor or different obligors
and whether for the same or a different amount (including an increased amount) or on the same or different terms, conditions, covenants
and other provisions, in each case in accordance with the Intercreditor Agreements.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 









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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 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.


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION 1.07. No Incorporation by Reference of
Trust Indenture Act. Notwithstanding any other provision in this Indenture, no obligation or requirement under the Trust Indenture
Act shall be applicable to the Company, any Guarantor or any other obligations of the Securities, except as specifically set forth in
this Indenture.


 


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, all covenants and agreements in this Indenture by each of the Company or the Guarantors shall bind
their respective successors and assigns, whether so expressed or not.


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION 1.16. U.S.A. Patriot Act. The parties
hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in
order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies
each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree
that they shall provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements
of the U.S.A. Patriot Act. The Trustee acknowledges that it has received all information required pursuant to this Section 1.16 as
of the date hereof.


 


SECTION 1.17. Copies of Transaction Documents.
Upon written request from a Holder, the Company shall provide copies of this Indenture, the Notes Collateral Documents, the Intercreditor
Agreements or the related Offering Memorandum to such Holder.


 


SECTION 1.18. Financial
Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this
Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including the
incurrence of Liens and the use of proceeds thereof and repayments), in each case, at the option of the Company (the Company’s
election to exercise such option, an “LCT Election”), the date of determination for availability under any such
basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with
or satisfied (including as to the absence of any Event of Default)) under this Indenture shall be deemed to be the date (the
 “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if
applicable, the date of delivery of an irrevocable notice, declaration of a dividend or similar event), and if, after giving pro
forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including the incurrence of Liens
and the use of proceeds thereof and repayments) and any related pro forma adjustments, the Company or any of its Restricted
Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in
compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any
related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided that (a)
compliance with such ratio, test or basket (and any related requirements and conditions) shall not be determined or tested at any
time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto
(including the incurrence of Liens and the use of proceeds thereof and repayments) and (b) Consolidated Cash Flow Available for
Fixed Charges for purposes of the Senior Secured Indebtedness Leverage Ratio will be calculated using an assumed interest rate based
on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no
such indicative interest margin exists, as reasonably determined by the Company in good faith.


 






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For the avoidance of doubt, if the Company has made
an LCT Election, (i) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would
at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any
such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow Available for Fixed Charges or Consolidated Net Tangible
Assets, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such
fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply), and (ii) in calculating
the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction
following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and
the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited
Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any
such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.


 


SECTION 1.19. Certain Compliance Calculations.
Notwithstanding anything to the contrary in this Indenture with respect to any amounts incurred or transactions entered into (or consummated)
in reliance on a provision of this Indenture under a restrictive covenant that does not require compliance with a financial ratio or test
(including, without limitation, any Senior Secured Indebtedness Leverage Ratio test) (any such amounts, the “Fixed Amounts”)
substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this
Indenture that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”),
in a single transaction or action or series of related transactions or actions (for the purposes of this Section 1.19, a “Relevant
Transaction”), the Fixed Amounts (and any cash proceeds thereof and the uses of such proceeds) shall be disregarded in the calculation
of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such Relevant Transaction.


 


ARTICLE
II

Security Forms


 


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


 






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ARTICLE
III

The Securities


 


SECTION 3.01. Title and Terms. The aggregate
principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is limited to $1,500,000,000
principal amount. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be
authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04,
3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 10.10.


 


The Securities shall be known and designated as the
 “6.000% Senior Secured Notes due 2029” of the Company. Their Stated Maturity for payment of principal shall be December 15,
2029. Interest on the Securities shall accrue at the rate of 6.000% per annum and shall be payable semiannually in arrears on each June
15 and December 15, commencing June 15, 2023, 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 shall accrue
from the most recent date to which interest has been paid or, if no interest has been paid, from November 30, 2022. Interest on the Securities
shall be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


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


 


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


 


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


 


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


 


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


 









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


 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities, which shall specify the amount of the Securities to be authenticated
and the date on which the original issue of Securities is to be authenticated and, 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 10.09, and the Trustee in
accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise.


 


Each Security shall be dated the date of its authentication.


 


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


 


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


 


This Indenture shall be
valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by
means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic
signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform
Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform
Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or
photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and
admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall
have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other
party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture may be
executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together,
constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or
indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended
character of the writings.


 






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


 


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


 


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


 


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


 









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


 


Neither the Company nor the Security Registrar shall
be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business
15 days before the day of the delivery of a notice of redemption of Securities selected for redemption under Section 11.05 or
Section 11.09, as applicable, and ending at the close of business on the day of such delivery, (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in
part or (iii) to register the transfer of any Securities other than Securities having a principal amount of $2,000 or integral multiples
of $1,000 in excess thereof.


 


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


 


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


 


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


 






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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 written request
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


SECTION 3.12. Deposits of Monies. Except to
the extent payment of interest is made by the Company’s check pursuant to Section 3.01, prior to 11:00 a.m., New York City
time, on each Interest Payment Date, Redemption Date, Special Mandatory Redemption Date, Stated Maturity, and Purchase Date, the Company
shall deposit with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest
Payment Date, Redemption Date, Special Mandatory 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, Special Mandatory 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 10.09, to issue Additional Securities under this Indenture which
shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price;
provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal tax purposes with
any other securities issued under this Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated
as a single class for all purposes under this Indenture and shall vote and consent, together with any Outstanding Securities as one class,
on all matters that require their vote or consent under this Indenture, except in the case of any matter that affects only the Outstanding
Securities.


 


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


 


(1) [reserved];


 


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


 


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


 





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


 






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ARTICLE
IV

Satisfaction and Discharge


 


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


 


(1) either:


 


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


 


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


 


(i)       have
become due and payable,


 


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


 


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


 


and the Company, in the case of (i),
(ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient without
consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal of and premium, if any, and interest on the Securities to the date of
deposit (in the case of the Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case
may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at
maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable
Premium, the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee equal to the Applicable
Premium calculated as of the date of the deposit, with any deficit as of the Redemption Date only required to be deposited with the
Trustee on or prior to the Redemption Date;


 






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


 


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


 


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


 


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


 


ARTICLE
V

Remedies


 


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


 


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


 









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


 


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


 


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


 


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


 


(A)       to
the Company by the Trustee; or


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 





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


 


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


 


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


 


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


 


(11) (a) any of the
Notes Collateral Documents shall cease for any reason to be in full force and effect (other than in accordance with its terms or the
terms hereof), or the Company or a Guarantor that is a Significant Subsidiary, in each case that is a party to any of the Notes Collateral
Documents shall so assert in writing, or (b) the Lien created by any of the Notes Collateral Documents, shall cease to be perfected and
enforceable in accordance with its terms with respect to any significant portion of the Collateral (other than in connection with any
termination of such Lien in respect of any Collateral as permitted by this Indenture or by any of the Notes Collateral Documents), and
such failure of such Lien to be perfected and enforceable shall have continued unremedied for a period of 20 Business Days.


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


(B)       all
overdue interest on all Securities;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


SECTION 5.04. Trustee May File Proofs of Claim.
In case of any judicial proceeding relative to the Company, a Guarantor (or any other obligor upon the Securities), any of their property
or any of their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and
all actions 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.


 






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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 V shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation
of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(iv)      the
Trustee for 60 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 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities; it being understood and intended that no one or more Holders shall have any right in
any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances
are unduly prejudicial to such Holders), or to obtain or to seek to obtain priority or preference over any other Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.


 


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 contractual 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, in the case of a Change of Control Offer made by the Company and required to be accepted as to such Security,
on the relevant Purchase Date or, in the case of a Special Mandatory Redemption, on the Special Mandatory Redemption Date) and to institute
suit for the enforcement of any such payment, and such contractual rights shall not be impaired without the consent of such Holder.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


If a Default for a failure to report or failure to
deliver a required certificate in connection with another Default (the “Initial Default”) occurs, then, at the time
such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another
Default that resulted solely because of that Initial Default will also be cured without any further action. Any time period in this Indenture
to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction.


 


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 in its discretion 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 in its discretion assess reasonable costs
against any such party litigant, having due regard to the merits and good faith of the claims or defenses made by the party
litigant; provided that this Section 5.14 the shall not be deemed to authorize any court to require such an undertaking
or to make such an assessment in any suit instituted by the Company or a Guarantor, in any suit instituted by the Trustee, in any
suit instituted by any Holder or group of Holders, holding in the aggregate more than 10.0% in principal amount of the Outstanding
Securities, or in any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security on or after the Stated Maturity expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, in the case of a Change of Control Offer, made by the Company and required to be accepted as to such Security, on
the applicable Purchase Date, or, in the case of a Special Mandatory Redemption, on the Special Mandatory Redemption Date, in each
case as applicable).


 






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


 


ARTICLE
VI

The Trustee


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(i) the rights, privileges, protections,
immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


SECTION 6.09. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be a Person (a) that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, (b)
that is subject to supervision or examination by federal or state authorities, (c) that 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, and (d) that is not the Company or any person directly or indirectly controlling, controlled by, or under common
control with the Company. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a
federal or state supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus
of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article VI.


 


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


 


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


 






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


 


(d)           If at
any time:


 


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


 


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


 


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


 


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


 


(e)           If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee and supersede
the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and
accepted appointment in accordance with the applicable requirements of Section 6.11, any Holder 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.


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


	Dated: 	                                          	Truist
    Bank, as Trustee
	 	 
	 	By	 
	 	As Authenticating Agent
	 	 
	 	By	              
	 	Authorized Signatory
	 	 	 	 







ARTICLE
VII

Holders’ Lists and Reports by Trustee and Company


 


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


 


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


 


(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, 2023, the Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture to the extent required pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.


 


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


 






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ARTICLE
VIII

Consolidation, Merger, Sale of Assets, etc.


 


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


 


(1) either:


 


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


 


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


 


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


 


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


 






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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, the Notes Collateral Documents and the Intercreditor
Agreements with the same effect as if such successor had been named as the Company in the Securities, this Indenture, the Notes Collateral
Documents and the Intercreditor Agreements and, except in the case of a lease, the Company or such Restricted Subsidiary shall be released
and discharged from its obligations thereunder.


 


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


 


ARTICLE
IX

Amendments; Waivers; Supplemental Indentures


 


SECTION 9.01. Amendments, Waivers and Supplemental
Indentures Without Consent of Holders. Without the consent of any Holders, the Company, the Trustee and the Notes Collateral Agent,
at any time and from time to time, may together enter into any additional or supplemental Notes Collateral Documents or amend, modify,
waive or supplement this Indenture, the Securities, the Guarantees, the Notes Collateral Documents or the Intercreditor Agreements for
any of the following purposes:


 


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


 


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


 


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


 


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


 






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


 


(vi)      to
conform any provision of this Indenture, the Notes Collateral Documents or the Intercreditor Agreements to any provision under the heading
 “Description of the Notes” in the Offering Memorandum;


 


(vii)     to
add Guarantees or Collateral, or release or discharge Guarantees or Collateral from the Lien of this Indenture or the Notes Collateral
Documents, in accordance with the terms of this Indenture, the Notes Collateral Documents or the Intercreditor Agreements, as applicable;


 


(viii)    to
effect such amendments and modifications to the extent necessary to reflect the incurrence of any Additional First Lien Obligations or
Additional Second Lien Obligations permitted under this Indenture, the Notes Collateral Documents and the Intercreditor Agreements;


 


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


 


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


 


(xi)       to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof
or to provide for the accession by the Trustee or any successor Trustee to any Notes Collateral Document or the Intercreditor Agreements;


 


(xii)      to
enter into any other amendments, modifications, waivers or supplements to the Notes Collateral Documents or the Intercreditor Agreements
permitted to be entered into without (or not requiring) the consent of Holders pursuant to the terms hereof; or


 


(xiii)     to
enter into any Acceptable Intercreditor Agreement and any amendment, modification, waiver or supplement thereto permitted to be entered
into without (or not requiring) the consent of Holders pursuant to the terms hereof.


 


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


 






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SECTION 9.02. Modifications, Amendments and
Supplemental Indentures with Consent of Holders. With the consent of the Holders of a majority in principal amount of the
Outstanding Securities, by Act of said Holders delivered to the Company, the Trustee and the Notes Collateral Agent, the Company and
the Guarantors, when authorized by Board Resolutions, and the Trustee and the Notes Collateral Agent may together modify, amend or
supplement this Indenture, the Securities, the Guarantees, the Notes Collateral Documents or the Intercreditor Agreements, 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, that without the consent of at least two-thirds in
aggregate principal amount of the Outstanding Securities, an amendment, modification or supplemental indenture may not (x) effect a
release of all or substantially all of the Collateral from the Liens securing the Indenture Obligations, except in accordance with
the terms of this Indenture, the Notes Collateral Documents or the Intercreditor Agreements, as applicable or (y) change or alter
the priority of the Liens securing the Indenture Obligations or the ranking of any guarantee of the Securities, in each case, in any
way adverse to the Holders in any material respect, other than, in each case, as provided under the terms of this Indenture, the
Notes Collateral Documents or the Intercreditor Agreements, as applicable; provided, however, that no such
modification, amendment or supplemental indenture may, without the consent of the Holder of each Outstanding Security affected
thereby:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


SECTION 9.05. [Reserved].


 


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


 


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


 


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


 






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ARTICLE
X

Covenants


 


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


 


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


 


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


 


The Company hereby initially designates the Trustee
as Paying Agent and Security Registrar, and the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York,
located at 2713 Forest Hills Rd, Building #2 – 2nd Floor, Wilson, North Carolina 27893, as one such office or agency
of the Company for each of the aforesaid purposes.


 


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


 






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


 


The Company shall cause each Paying Agent other than
the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 10.03, that such Paying Agent shall: (i) hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default by
the Company in making any such payment and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities)
in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent as such.


 


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


 


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


 


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


 






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SECTION 10.05. [Reserved].


 


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


 


SECTION 10.07. [Reserved].


 


SECTION 10.08. [Reserved].


 


SECTION 10.09. Limitation on Liens. (a) The
Company shall not, and shall not permit any Subsidiary Guarantor to create, incur, assume or suffer to exist any Lien (each, a “Subject
Lien”) securing any Indebtedness on any asset of the Company or any Subsidiary Guarantor now owned or hereafter acquired, unless:


 


(i)             in
the case of Subject Liens on any Collateral, (A) such Subject Lien is expressly junior in priority to the Liens on the Collateral securing
the Securities (or a Guarantee in the case of Liens on assets of a Subsidiary Guarantor) or (B) such Subject Lien is a Permitted Lien;
and


 


(ii)            in
the case of any Subject Lien on any asset or property that is not Collateral, (A) the Securities (or a Guarantee in the case of Liens
on assets of a Subsidiary Guarantor) are secured by a Lien on such assets (which shall be on a first lien basis, if the Subject Lien secures
First Lien Obligations) until such time as such obligations are no longer secured by such Subject Lien or (B) such Subject Lien is a Permitted
Lien.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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SECTION 10.10. Change of Control. (a) On or
before the 30th day after the date of the occurrence of a Change of Control, the Company shall make an Offer to Purchase (a “Change
of Control Offer”) on a Business Day not more than 60 nor less than 10 days following the delivery to each Holder of the
notice described in paragraph (b) below (the “Change of Control Purchase Date”), all of the then Outstanding Securities
tendered at a purchase price in cash (the “Change of Control Purchase Price”) equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, thereon to the Change of Control Purchase Date. The Company shall be required to purchase
all Securities tendered into the Change of Control Offer and not withdrawn.


 


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


 


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


 


(d)       The
Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the
Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption
for all outstanding Securities has been given pursuant to Section 11.01 or Section 11.09, unless and until there is a default in
payment of the applicable Redemption Price.


 


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


 






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


 


SECTION 10.11. Additional Subsidiary Guarantors.
The Company shall cause each Domestic Restricted Subsidiary, other than (unless otherwise determined by the Company) any Foreign Subsidiary
Holding Company or Subsidiary of a Foreign Subsidiary, that guarantees any Indebtedness of the Company or of any other Restricted Subsidiary
incurred pursuant to the ABL Credit Agreement or the Term Credit Agreement to, within a reasonable time thereafter, execute and deliver
to the Trustee a Guaranty Agreement pursuant to which such Domestic Restricted Subsidiary will Guarantee payment of the Securities on
the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness
giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.11). Any such Domestic Restricted Subsidiary
will, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting
Collateral to secure its guarantee, and the Company will cause all of the Capital Stock in such Domestic Restricted Subsidiary owned by
the Company or a Subsidiary Guarantor, to the extent constituting Collateral, to be pledged to secure the Securities and the guarantees
thereof. This Section 10.11 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted
Subsidiary.


 


SECTION 10.12. Reporting Requirements. For
so long as the Securities are outstanding, whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, or
any successor provision thereto, the Company shall file with the Commission (if permitted by Commission practice and applicable law and
regulations) the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission
pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Company were so subject, such documents to be filed
with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have
been required so to file such documents if the Company were so subject. If, notwithstanding the preceding sentence, filing such documents
by the Company with the Commission is not permitted by Commission practice or applicable law or regulations, the Company shall transmit
(or cause to be transmitted) electronically or by mail to all Holders, as their names and addresses appear in the Security Register, copies
of such documents within 30 days after the Required Filing Date (or make such documents available on a website maintained by the
Company or Holdings). In addition, to the extent not satisfied by the foregoing, the Company shall furnish to any Holder, beneficial owner
or prospective investor of the Securities, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act so long as the Securities are not freely transferable under the Securities Act.


 


SECTION 10.13. Compliance Certificates.
The Company shall deliver to the Trustee and the Notes Collateral Agent, prior to April 30 in each year commencing with the year
beginning on January 1, 2023, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided hereunder), and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which he may have knowledge.


 






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


 


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


 


(y) no Default has occurred and is continuing
(the occurrence of the events described in the foregoing clause (x) and this clause (y) being collectively referred to as a “Suspension
Event”),


 


the Company and its Restricted Subsidiaries shall not be subject to
Sections 10.10, 10.11 and 10.16 of this Indenture (collectively, the “Suspended Covenants”).


 


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


 


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


 


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


 


(e)       Upon
the Reversion Date, the obligations to grant Guarantees pursuant to Section 10.11 and to take the actions set forth in Section 10.16
shall be reinstated (and the Reversion Date shall be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes
of Section 10.11).


 


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


 






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(g)       During
the Suspension Period, at the Company’s request, the Notes Collateral Agent’s Liens on the Collateral will terminate and be
discharged pursuant to Section 14.05(viii). Any Liens on Collateral that were terminated and discharged pursuant to Section 14.05(viii)
will be required to be reinstated reasonably promptly to the extent such Liens on Collateral would otherwise be required to be provided
hereunder.


 


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


 


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


 


SECTION 10.15. Grant of Security Interests.
On the Issue Date, the Company and the Guarantors shall cause the Notes Collateral Agent (for the benefit of the Notes Collateral Agent,
the Trustee and the Holders) to have valid and perfected first-priority Liens on the Collateral that are pari passu with the Liens
securing the other First Lien Obligations on the Collateral, subject to Permitted Liens. In addition, the Company and the Guarantors shall:


 


(a)       enter
into each of the Notes Collateral Documents and any amendments or supplements to such Notes Collateral Documents necessary in order to
cause the Notes Collateral Agent (for the benefit of the Notes Collateral Agent, the Trustee and the Holders) to have valid and perfected
first-priority Liens on the Collateral that are pari passu with the Liens securing the other First Lien Obligations on the Collateral,
subject to Permitted Liens;


 


(b)       do,
execute, acknowledge, deliver, record, file and register, as applicable, any and all acts, deeds, conveyances, security agreements, assignments,
financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and
other instruments as may be required so that, on the Issue Date, the Notes Collateral Agent (for the benefit of the Notes Collateral Agent,
the Trustee and the Holders) shall have valid and perfected first-priority Liens on the Collateral that are pari passu with the
Liens securing the other First Lien Obligations on the Collateral, subject to Permitted Liens;


 






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(c)       take
such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably
requested by the Trustee or Notes Collateral Agent to give effect to the foregoing; and


 


(d)       deliver
to the Trustee and the Notes Collateral Agent an Opinion of Counsel that (i) such Notes Collateral Documents and any other documents required
to be delivered have been duly authorized, executed and delivered by the Company and the Guarantors and constitute legal, valid, binding
and enforceable obligations of the Company and the Guarantors, subject to customary qualifications and limitations, and (ii) the Notes
Collateral Documents and the other documents entered into pursuant to this Section 10.15 create valid and perfected first-priority Liens
on the Collateral covered thereby, subject to Permitted Liens and customary qualifications and limitations.


 


SECTION 10.16. Further Assurances. (a) The
Company shall promptly execute and deliver, or cause to be promptly executed and delivered to the Notes Collateral Agent such documents
and agreements, and shall promptly take or cause to be taken such actions, as the Notes Collateral Agent may, from time to time, reasonably
request to grant, preserve, protect or perfect the Liens created or intended to be created by the Notes Collateral Documents or the validity,
effectiveness or priority of any such Lien, subject to the limitations set forth in this Indenture, the Notes Collateral Documents and
the Intercreditor Agreements.


 


(b)       Upon
the exercise by the Trustee or any Holder of any power, right, privilege or remedy under this Indenture, any of the Notes Collateral Documents
or either Intercreditor Agreement which requires any consent, approval, recording, qualification or authorization of any governmental
authority, the Company will use its commercially reasonable efforts to execute and deliver all applications, certifications, instruments
and other documents and papers that may be reasonably required from the Company for such governmental consent, approval, recording, qualification
or authorization.


 


ARTICLE
XI

Redemption of Securities


 


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


 


SECTION 11.02. Applicability of Article. Redemption
of Securities at the election of the Company, as permitted by this Indenture and the provisions of the Securities, shall be made in accordance
with such provisions and this Article XI. A Special Mandatory Redemption shall be made in accordance with Section 11.09 and the other
provisions of this Article XI that specifically relate to a Special Mandatory Redemption.


 






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


 


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


 


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


 


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


 


SECTION 11.05. Notice of Redemption. Notice
of redemption shall be delivered electronically or by first class mail, postage prepaid, mailed not less than 10 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register, except that
(A) redemption notices may be delivered electronically or mailed more than 60 days prior to the Redemption Date if the notice of
redemption is issued in connection with (i) a satisfaction and discharge of Securities in accordance with Article IV or (ii) a
defeasance in accordance with Article XII and (B) redemption notices required in connection with a Special Mandatory Redemption shall
be delivered as provided in Section 11.09.


 


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


 


(i)        the
Redemption Date or the Special Mandatory Redemption Date;


 


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


 






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


 


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


 


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


 


Notices of redemption pursuant to Section 11.01
may be subject to the satisfaction of one or more conditions precedent established by the Company in its sole discretion. If a redemption
is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall
state that, in the Company’s discretion, the Redemption Date may be delayed until such time (including more than 60 days after the
date the notice of redemption was delivered) as any or all conditions shall be satisfied, or such redemption may not occur and such notice
may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption
Date as so delayed. In addition, the Company may provide in any notice of redemption for the Securities that payment of the Redemption
Price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person.


 


SECTION 11.06. Deposit of Redemption Price.
Prior to or by 11:00 a.m. New York City time on any Redemption Date or Special Mandatory Redemption Date, as applicable, 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 or the Special Mandatory Redemption Price, of,
and (except if the Redemption Date or the Special Mandatory Redemption Date shall be an Interest Payment Date) any applicable accrued
interest on, all the Securities which are to be redeemed on that date.


 






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SECTION 11.07. Securities Payable on
Redemption Date. Notice of redemption having been given as provided in Section 11.05, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and any applicable accrued interest), interest shall cease
to accrue on such Securities or portions thereof. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together with any applicable accrued and unpaid interest to the
Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or more predecessor securities, registered as such at the
close of business on the relevant record dates according to their terms, the provisions of Section 3.07 and, in the case of a
Special Mandatory Redemption, Section 11.09(d).


 


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


 


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


 


SECTION 11.09. Special Mandatory Redemption.
(a) If (i) the Ahern Acquisition is not consummated on or before December 31, 2022 or such later date as the parties to the Ahern Asset
Purchase Agreement may agree as the “Outside Date” thereunder (the “Acquisition Deadline”), (ii) Holdings
has determined that the Ahern Acquisition will not be consummated on or before the Acquisition Deadline and gives the Trustee a written
notice to that effect or (iii) the Ahern Asset Purchase Agreement is terminated in accordance with its terms or by agreement of the parties
thereto, and the Ahern Acquisition has not been consummated (each, a “Special Mandatory Redemption Event”), the Company
shall be required to redeem the Securities (the “Special Mandatory Redemption”) at a redemption price equal to 100%
of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the Special Mandatory Redemption Date
(the “Special Mandatory Redemption Price”).


 


(b)       If the
Company is required to redeem the Securities pursuant to this Special Mandatory Redemption because the Ahern Acquisition is not completed
on or before the Acquisition Deadline, the Company shall cause a conditional notice of redemption to be delivered electronically or mailed,
with a copy to the Trustee, to each Holder of the Securities at its registered address at least five Business Days prior to the applicable
Special Mandatory Redemption Date. Such redemption notice shall be conditioned upon failure to complete the Ahern Acquisition on or before
the Acquisition Deadline and any other conditions the Company may determine.


 






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(c)       In all
other cases, if the Company is required to redeem the Securities pursuant to this Special Mandatory Redemption, the Company shall cause
the notice of redemption to be delivered electronically or mailed, with a copy to the Trustee, to each Holder of the Securities at its
registered address within five Business Days after the occurrence of the event that requires the Company to redeem such Securities.


 


(d)       Notwithstanding
the foregoing, installments of interest on the Securities that are due and payable on Interest Payment Dates falling on or prior to the
Special Mandatory Redemption Date shall be payable on such Interest Payment Dates to the registered Holders as of the close of business
on the relevant record dates in accordance with the Securities and this Indenture. If funds sufficient to pay the Special Mandatory Redemption
Price of the Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee or the Paying Agent on
or before 11:00 a.m., New York City time, on such Special Mandatory Redemption Date, on and after such Special Mandatory Redemption Date,
the Securities shall cease to bear interest.


 


ARTICLE
XII

Legal Defeasance and Covenant Defeasance


 


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


 


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


 


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


 


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


 






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


 


(iv)      this
Article XII.


 


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


 


SECTION 12.03. Covenant Defeasance. Upon the
Company’s exercise under Section 12.01 of the option applicable to this Section 12.03, the Company and each of the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 12.04, be released from each of their obligations under
the covenants contained in Sections 10.06, 10.09, 10.10, 10.11, 10.12, 10.15, 10.16, and any covenant provided pursuant to Section 9.01(ii)
with respect to the Outstanding Securities on and after the date the conditions set forth in Section 12.04 are satisfied (hereinafter,
 “Covenant Defeasance”), and the Securities shall thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities shall
not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the Outstanding
Securities and Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission
to comply shall not constitute a Default or an Event of Default under Section 5.01, but, except as specified above, the remainder
of this Indenture and such Securities and Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise under
Section 12.01 of the option applicable to this Section 12.03, subject to the satisfaction of the conditions set forth in Section 12.04,
Sections 5.01(3) through 5.01(5) shall not constitute Events of Default.


 


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


 


(i)        the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government
Obligations, or a combination thereof, in such amounts as shall be sufficient, without consideration of any reinvestment of interest,
to pay the principal of, or interest and premium, if any, on, the Outstanding Securities on the stated date for payment thereof or on
the applicable Redemption Date, as the case may be, and the Company must specify whether the Securities are being defeased to such stated
date for payment or to a particular Redemption Date; provided that upon any redemption that requires the payment of the Applicable
Premium, the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee equal to the Applicable Premium
calculated as of the date of the deposit, with any deficit as of the Redemption Date only required to be deposited with the Trustee on
or prior to the Redemption Date;


 






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


 


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


 


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


 


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


 


(iii)      in
the case of an election under Section 12.03, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders
of the Outstanding Securities shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance
and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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ARTICLE
XIII

Guarantee


 


SECTION 13.01. Guarantee. Each Guarantor hereby
unconditionally and irrevocably guarantees on a senior basis, jointly and severally, to each Holder, the Trustee and the Notes Collateral
Agent and their respective 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, the Securities and the Notes Collateral Documents and (b) the full and prompt performance within
applicable grace periods of all other obligations of the Company under this Indenture, the Securities and the Notes Collateral Documents
(all the foregoing being hereinafter collectively called the “Guaranty Obligations”). Each Guarantor further agrees
that the Guaranty Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and
that such Guarantor shall remain bound under this Article XIII notwithstanding any extension or renewal of any Guaranty Obligation.


 


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


 


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


 


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, the Trustee or the Notes Collateral Agent to assert any claim or demand
or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes Collateral Documents, 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 Notes Collateral Documents, the Securities or any
other agreement; (d) the release of any security held by any Holder, the Trustee or the Notes Collateral Agent for the Guaranty
Obligations or any of them; (e) the failure of any Holder, the Trustee or the Notes Collateral Agent 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).


 






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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, the Trustee or the Notes Collateral Agent 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, the Trustee or the Notes Collateral Agent to assert any claim
or demand or to enforce any remedy under this Indenture, the Notes Collateral Documents, the Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranty Obligations,
or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary
the risk of such Guarantor or would otherwise operate as a discharge of each Guarantor as a matter of law or equity.


 


Each Guarantor further agrees that its Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal
of or interest on any Guaranty Obligation is rescinded or must otherwise be restored by any Holder, the Trustee or the Notes Collateral
Agent 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, the Trustee or the Notes Collateral Agent has at law or in equity against each Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on any Guaranty Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise (within applicable grace periods), or to perform or comply with
any other Guaranty Obligation (within applicable grace periods), each Guarantor hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Notes Collateral Agent an amount
equal to the sum of (i) the unpaid principal amount of such Guaranty Obligations, (ii) accrued and unpaid interest on such Guaranty
Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranty Obligations to the Holders, the
Trustee or the Notes Collateral Agent.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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.


 



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


 


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


 


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


 






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SECTION 13.07. No Waiver, etc. Neither a
failure nor a delay on the part of either the Trustee, the Notes Collateral Agent 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, the Notes
Collateral Agent and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Article XIII at law, in equity, by statute or otherwise.


 


SECTION 13.08. Modification, etc. No modification,
amendment or waiver of any provision of this Article XIII, nor the consent to any departure by a Guarantor therefrom, shall in any
event be effective unless the same shall be in writing and signed by the Trustee and the Notes Collateral Agent, 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.


 


ARTICLE
XIV

Security


 


SECTION 14.01. Grant of Security Interest. (a)
The due and punctual payment of the principal of, premium, if any, and interest on the Securities and amounts due hereunder and under
the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, by acceleration, purchase, repurchase,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law) on the
Securities and the performance of all other obligations of the Company and the Guarantors to the Holders, the Trustee or the Notes Collateral
Agent under this Indenture, the Notes Collateral Documents, the Guarantees and the Securities shall be secured by Liens as provided in
the Notes Collateral Documents which the Company, Guarantors and Notes Collateral Agent, as the case may be, shall enter into substantially
concurrently with the execution of this Indenture and shall be secured by all the Notes Collateral Documents hereafter delivered as required
or permitted by this Indenture and the Notes Collateral Documents.


 






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(a)       Each
Holder, by its acceptance of the Securities, consents and agrees to the terms of each of the Notes Collateral Documents and the
Intercreditor Agreements, as the same may be in effect or may be amended from time to time in accordance with its respective terms,
and authorizes and directs the Notes Collateral Agent to enter into this Indenture, the Notes Collateral Documents and the
Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company
shall, and shall cause each Restricted Subsidiary to, do or cause to be done, at its sole cost and expense, all such actions and
things as may be required by the provisions of the Notes Collateral Documents, to assure and confirm to the Notes Collateral Agent
the security interests in the Collateral contemplated by the Notes Collateral Documents, as from time to time constituted, so as to
render the same available for the security and benefit of this Indenture and of the Securities and Guarantees secured hereby,
according to the intent and purpose herein and therein expressed and subject to the Intercreditor Agreements, including taking all
commercially reasonable actions required to cause the Notes Collateral Documents to create and maintain, as security for the
Indenture Obligations, valid and enforceable, perfected (to the extent required therein) security interests in and on all the
Collateral, in favor of the Notes Collateral Agent, superior to and prior to the rights of all third Persons other than as set forth
therein and in the Intercreditor Agreements, and subject to no other Liens, in each case, except as expressly provided herein or
therein. If required for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the
time be located, subject to the terms of the Notes Collateral Documents, the Company, the Trustee and the Notes Collateral Agent
shall have the power to appoint, and shall take all reasonable action to appoint, one or more Persons approved by the Company to act
as co-collateral agent with respect to any such Collateral, with such rights and powers limited to those deemed necessary for the
Company, the Trustee or the Notes Collateral Agent to comply with any such legal requirements with respect to such Collateral, and
which rights and powers shall not be inconsistent with the provisions of this Indenture or any Indenture Document. The Company shall
from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and taxes relating to
this Indenture, the Notes Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance
required pursuant hereto or thereto.


 


(b)       Each
Holder, by its acceptance of the Securities, consents and agrees to be bound by the terms of, and authorizes the entry by the Trustee
and the Notes Collateral Agent, as applicable, into, the Notes Security Agreement, the Intercreditor Agreement Joinders and any other
related Notes Collateral Documents and any amendments, restatements or modifications to the Notes Collateral Documents and the Intercreditor
Agreements. By its acceptance of the Securities, each Holder also authorizes and directs the Trustee and the Notes Collateral Agent to
perform their respective obligations and exercise their respective rights under the Notes Security Agreement and the Intercreditor Agreements
and any other related amended, restated or modified Notes Collateral Documents or Intercreditor Agreements in accordance therewith.


 


SECTION 14.02. [Reserved].


 


SECTION 14.03. Release of Collateral. The
Notes Collateral Agent shall not at any time release Collateral from the security interests created by the Notes Collateral Documents
unless such release is in accordance with the provisions of this Indenture, the Intercreditor Agreements and the applicable Notes Collateral
Documents. The release of any Collateral from the Liens created by the Notes Collateral Documents shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture,
the Notes Collateral Documents and the Intercreditor Agreements. Each Holder, by its acceptance of the Securities, consents to and authorizes
the Notes Collateral Agent to release or subordinate Liens upon the Collateral in accordance with, and as required by, this Indenture,
the Notes Collateral Documents and the Intercreditor Agreements, and to take any further action and enter into any documentation to evidence
the release or subordination of such Lien in accordance with this Indenture, the Notes Collateral Documents and the Intercreditor Agreements.


 






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SECTION 14.04. Specified Releases of Collateral.
Subject to Section 14.03, the Notes Collateral Agent’s Liens on the Collateral will no longer secure the Indenture Obligations,
and the right of the Holders to the benefits and proceeds of the Notes Collateral Agent’s Liens on the Collateral will terminate
and be discharged, in each case, automatically and without the need for any further action by any Person:


 





(i)        in
whole, upon the full and final payment and performance of the obligations of the Company and the Guarantors under this Indenture, the
Securities and the Guarantees;


 


(ii)       in
whole, upon Legal Defeasance or Covenant Defeasance with respect to this Indenture pursuant to Article XII or discharge of this Indenture
in accordance with Article IV;


 


(iii)      in
whole or in part, as applicable, upon receipt of the consent of Holders of the requisite percentage of Securities in accordance with Article
IX;


 


(iv)      in
part, as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any Guarantor in a transaction or other
circumstance not prohibited by this Indenture and the Notes Collateral Documents at the time of such sale, transfer or disposition;


 


(v)       in
whole, with respect to the Collateral owned by a Guarantor, upon the release of the Guarantee of such Guarantor in accordance with the
terms of this Indenture;


 


(vi)      in
whole or in part, with respect to any property or asset of the Company or a Guarantor that is or becomes an Excluded Asset under the terms
of the Notes Collateral Documents;


 


(vii)     in
whole or in part, if and to the extent required by the provisions of the Pari Passu Intercreditor Agreement; or


 


(viii)   at
the Company’s request, during any Suspension Period.


 


SECTION 14.05. Form and Sufficiency of Release.
Upon the release of Collateral in accordance with Section 14.04, the Trustee or the Notes Collateral Agent, at the Company’s
expense and upon the written request of the Company accompanied by an Officers’ Certificate and Opinion of Counsel confirming that
all applicable conditions precedent under this Indenture, the Notes Collateral Documents and the Pari Passu Intercreditor Agreement have
been met, shall, subject to the terms of the Notes Collateral Documents, promptly cause to be released and reconveyed to the Company or
the Guarantors, as the case may be, the released Collateral and shall execute, deliver or acknowledge any instruments or releases that
are necessary or appropriate to evidence the release from the Liens created by the Notes Collateral Documents of any Collateral permitted
to be released pursuant to this Indenture and the Notes Collateral Documents. Notwithstanding the preceding sentence, all purchasers and
grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Notes
Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property
therein described from the Lien of this Indenture or of the Notes Collateral Documents.


 


SECTION 14.06. Purchaser Protected. No
purchaser or grantee of any property or rights purporting to be released herefrom shall be bound to ascertain the authority of the
Trustee or the Notes Collateral Agent to execute the release or to inquire as to the existence of any conditions herein prescribed
for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be
sold or otherwise disposed of by the Company be under any obligation to ascertain or inquire into the authority of the Company to
make such sale or other disposition.


 






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SECTION 14.07. Authorization of Actions to Be
Taken by the Notes Collateral Agent Under the Notes Collateral Documents. (a) Truist Bank is hereby appointed Notes Collateral Agent.
Subject to the provisions of the applicable Notes Collateral Documents, each Holder, by acceptance of its Securities, agrees that (i)
the Notes Collateral Agent shall execute and deliver the Notes Collateral Documents and act in accordance with the terms thereof, (ii)
the Notes Collateral Agent may, at the direction of the Trustee or the Holders, take all actions necessary or appropriate in order to
(A) enforce any of the terms of the Notes Collateral Documents and (B) collect and receive any and all amounts payable in respect of the
Obligations of the Company and the Guarantors hereunder and under the Securities, the Guarantees and the Notes Collateral Documents and
(iii) to the extent permitted by this Indenture, the Notes Collateral Agent shall have power to institute and to maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the
Notes Collateral Documents or this Indenture, and suits and proceedings as the Notes Collateral Agent may deem expedient to preserve or
protect its interests and the interests of the Trustee and the Holders in the Collateral (including the power to institute and maintain
suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair
the security interest thereunder or be prejudicial to the interests of the Notes Collateral Agent, the Holders or the Trustee). Notwithstanding
the foregoing, the Notes Collateral Agent may, at the expense of the Company, request the direction of the Holders with respect to any
such actions and upon receipt of the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding
Securities, shall take such actions; provided that all actions so taken shall, at all times, be in conformity with the requirements
of the Intercreditor Agreements and the Notes Collateral Documents.


 


(a)       The
rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including its right to be indemnified
and compensated and all other rights, privileges, protections, immunities and benefits set forth in Sections 6.01, 6.03 and 6.07, are
extended to the Notes Collateral Agent, and its agents and attorneys, and shall be enforceable by, the Notes Collateral Agent, as if fully
set forth in this Article XIV with respect to the Notes Collateral Agent. The Notes Collateral Agent will not be required to advance or
expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder
unless it has been provided with security or indemnity reasonably satisfactory to it against any and all liability or expense which may
be incurred by it by reason of taking or continuing to take such action.


 


(b)       Beyond
the exercise of reasonable care in the custody of Collateral in its possession, the Notes Collateral Agent will have no duty as to
any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to
preservation of rights against prior parties or any other rights pertaining thereto and the Notes Collateral Agent will not be
responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at
any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The Notes Collateral Agent
will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property, and the Notes Collateral Agent will not be liable or
responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier,
forwarding agency or other agent or bailee selected by the Notes Collateral Agent in good faith.


 






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(c)       The
Notes Collateral Agent will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection,
priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission
to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part
of the Notes Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for
the validity of the title, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral
or otherwise as to the maintenance of the Collateral. The Notes Collateral Agent hereby disclaims any representation or warranty to the
present and future Holders concerning the perfection of the Liens to be granted hereunder or in the value of any of the Collateral.


 


(d)       In the
event that the Notes Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind
in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Notes Collateral Agent’s
sole discretion may cause the Notes Collateral Agent to be considered an “owner or operator” under any environmental laws
or otherwise cause the Notes Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other
federal, state or local law, the Notes Collateral Agent reserves the right, instead of taking such action, either to resign as Notes Collateral
Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Notes Collateral Agent will
not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state
or local law, rule or regulation by reason of the Notes Collateral Agent’s actions and conduct as authorized, empowered and directed
hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.


 


SECTION 14.08. Authorization of Receipt of Funds
by the Notes Collateral Agent Under the Notes Collateral Documents. The Notes Collateral Agent is authorized to receive any funds
for the benefit of itself, the Trustee and the Holders distributed under the Notes Collateral Documents and to the extent not prohibited
under the Intercreditor Agreement or the Notes Collateral Documents, for turnover to the Trustee to make further distributions of such
funds to itself, the Trustee and the Holders in accordance with the provisions of Section 5.06 and the other provisions of this Indenture.


 






    105


     


    

 


SECTION 14.09. Intercreditor Agreements.
Except as otherwise provided in Section 8.1 of the 1L/2L Intercreditor Agreement, this Indenture and the Notes Collateral Documents
are subject to the terms, limitations and conditions set forth in the Intercreditor Agreements. Notwithstanding anything herein to
the contrary, the Liens granted to the Notes Collateral Agent pursuant to this Indenture and the Notes Collateral Documents and the
exercise of any right or remedy by the Notes Collateral Agent hereunder and thereunder are subject to the provisions of the
Intercreditor Agreements. In the event of any conflict between the terms of either of the Intercreditor Agreements and the Indenture
Documents with respect to lien priority, rights and remedies in connection with the Collateral, or amendments, waivers or
supplements to the Notes Collateral Documents, the terms of each of the Intercreditor Agreements shall govern.


 


SECTION 14.10. Reliance by Notes Collateral Agent.
Whenever reference is made in this Indenture to any action by, consent, designation, specification, requirement or approval of, notice,
request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by
the Notes Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise
of discretion, rights or remedies to be made (or not to be made) by the Notes Collateral Agent, it is understood that in all cases the
Notes Collateral Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have
received such advice or concurrence of the Trustee, acting at the direction of the required Holders (acting in accordance with this Indenture
and the Notes Collateral Documents), as it deems appropriate. This provision is intended solely for the benefit of the Notes Collateral
Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim
or counterclaim, or confer any rights or benefits on any party hereto.


 






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


 


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


 


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



 


[Signature Page to Indenture]


 






     


     


    

 


	 	Truist Bank, as Trustee
    and Notes Collateral Agent
	 	 
	 	By:	/s/ Cristina G. Rhodebeck
	 	Name: Cristina G. Rhodebeck
	 	Title: Senior Vice President




 


[Signature Page to Indenture]


 



     


     


    




 





SCHEDULE A


 


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






 






     


     


    

 


APPENDIX


 


PROVISIONS RELATING TO THE SECURITIES


 


1.       Definitions


 


1.1       Definitions.


 


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


 


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


 


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


 


“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.


 


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


 


“Initial Purchasers” means (i) with
respect to the Securities issued on the Issue Date, the initial 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 November 15, 2021, among the Company, the Guarantors and BofA Securities, Inc., as representative of the Initial
Purchasers, and (b) any other similar underwriting agreement relating to Additional Securities.


 


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


 


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


 


“Regulation S Securities” means all
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 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.


 


“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)
	“Global Security”	 	2.1(b)
	“Permanent Regulation S Global Security”	 	2.1(b)
	“Regulation S Global Security”	 	2.1(b)
	“Rule 144A Global Security”	 	2.1(b)
	“Temporary Regulation S Global Security”	 	2.1(b)



 


2.       The Securities


 


2.1       Form.


 


(a)       The
Securities issued on the date hereof shall be (i) offered and sold by the Company pursuant to a Purchase Agreement and (ii) resold, initially
only to (1) persons reasonably believed to be QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation
S) in reliance on Regulation S. Such Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation
S, subject to the restrictions on transfer set forth herein. 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 temporary global securities in fully registered form (collectively, the “Temporary Regulation S Global Security”
and, together with a permanent global security (the “Permanent Regulation S Global Security”), 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.


 


Beneficial interests in a Temporary Regulation
S Global Security may be exchanged for interests in a Rule 144A Global Security if (1) such exchange occurs in connection with a transfer
of Securities in compliance with Rule 144A, and (2) the transferor of the beneficial interest in such Temporary Regulation S Global Security
first delivers to the Trustee a written certificate (in the form set forth on the reverse side of the Security) to the effect that the
beneficial interest in such Temporary Regulation S Global Security is being transferred (a) to a Person who the transferor reasonably
believes to be a QIB, (b) to a Person who is purchasing for its own account or the account of a QIB in a transaction meeting the requirements
of Rule 144A and (c) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.


 






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Beneficial interests in a Rule 144A Global Security
may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Security, whether before or after
the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the
form set forth on the reverse side of the Security) to the effect that such transfer is being made in accordance with all applicable requirements
and conditions of Rule 903 or 904 of Regulation S or Rule 144 (if applicable) under the Securities Act.


 


The Rule 144A Global Security, the Temporary Regulation
S Global Security and the Permanent Regulation S Global Security are each referred to herein as a “Global Security” and are
collectively referred to herein as “Global Securities.” The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules
thereto as hereinafter provided.


 


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


 


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


 


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


 






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


 


2.2       Authentication.
The Trustee shall authenticate and make available for delivery upon a Company Order of the Company signed by one Officer of the Company
(a) Securities for original issue on the date hereof in an aggregate principal amount of $1,500,000,000 and (b) subject to the terms of
this Indenture, Additional Securities in an unlimited aggregate principal amount. Such order shall specify the amount of the Securities
to be authenticated, the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional
Securities pursuant to Section 3.13 of the Indenture after the Issue Date, shall certify that such issuance is in compliance with
this Indenture.


 


2.3       Transfer
and Exchange.


 


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


 


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


 


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


 


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


 


(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


 


(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 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 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 Security) and (y) if the Company so requests, 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).


 






    A-4


     


    

 


(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 Rule 144A Global Security or a Permanent Regulation S 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 Security) that such Definitive Security is either (A) being transferred to a person
reasonably believed to be a QIB in accordance with Rule 144A or (B) being transferred after expiration of the Distribution Compliance
Period by a Person who initially purchased such Security in reliance on Regulation S to a buyer who elects to hold its interest in such
Security in the form of a beneficial interest in the Permanent Regulation S Global Security; 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 Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Security
(in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Securities represented
by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, 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 Rule 144A Global Security or Permanent Regulation
S Global Security, as applicable, to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall
credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global
Security or Permanent Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled.
If no Rule 144A Global Securities or Permanent Regulation S Global Securities, as applicable, are then outstanding, and the applicable
Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new applicable Global Security
in the appropriate principal amount.


 






    A-5


     


    

 


(c)       Transfer
and Exchange of Global Securities.


 





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


 


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


 


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


 


(iv)       In
the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4, 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 side of the Security 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 Temporary Regulation S Global Securities. During the Distribution Compliance Period, beneficial ownership interests
in Temporary Regulation S Global Securities may be sold, pledged or transferred only (i) to the Company, (ii) in an offshore transaction
in accordance with Regulation S (other than a transaction resulting in an exchange for interest in a Permanent Regulation S Global Security)
or (iii) 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.


 






    A-6


     


    

 


(e)       Legend.


 





(i)       Except
as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Rule 144A Global Securities, the
Temporary Regulation S Global Securities and the Permanent Regulation S Global Securities (and all Securities issued in exchange therefor
or in substitution thereof) shall bear 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 ANY STATE SECURITIES LAWS. 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, REGISTRATION.


 


THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1)
REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES
ACT), (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S
PROMULGATED UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS
MADE, OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND
(2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES 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),] [IN THE
CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF
ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER
THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S] ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
 “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT) THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN
 “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN ACCREDITED INVESTOR, 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, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE ISSUER’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF
THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE
144.”


 






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Each Temporary Regulation S Global Security
shall, in addition to the foregoing, bear a legend in substantially the following form:


 


“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED
IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.


 


TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION
S UNDER THE SECURITIES ACT.


 





UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION
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.”


 






    A-8


     


    

 


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 (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under
the Securities Act, the Security Registrar shall permit the transferee thereof to exchange such Transfer Restricted Security for a certificated
Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security,
if the transferor thereof certifies in writing to the Security Registrar that such sale or transfer was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse side of the Security) and provides such legal opinion 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.


 


(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.


 






    A-9


     


    

 





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


 


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


 


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


 


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


 


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


 






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2.4       Definitive
Securities.


 


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


 


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


 






    A-11


     


    

 


EXHIBIT A


 





[FORM OF SECURITY]


 


[Global Securities Legend]


 


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


 


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


 


[For Temporary Regulation S Global Security Only]


 


BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED
IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.


 


TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM
IN REGULATION S UNDER THE SECURITIES ACT.


 


UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION 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.


 






    A-1


    


    

 





[Restricted Securities Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. 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, REGISTRATION.


 


THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A PROMULGATED
UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH
SUCH PURCHASE IS MADE, OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D PROMULGATED UNDER THE
SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS [IN THE CASE OF RULE
144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY
ADDITIONAL NOTES 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),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON
REGULATION S] ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
PROMULGATED UNDER THE SECURITIES ACT) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE
JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, 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, (E) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S, OR
REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE
DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE
APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144.


 


[For Definitive Security Only]


 


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.


 









    A-2


    


    





 


United Rentals (North America), Inc.


 


6.000% Senior Secured Note due 2029


 


	No.________ 	$_________




 


CUSIP NO. [911365BQ6][U91139 AJ1]


 


ISIN NO. [US911365BQ63][USU91139AJ13]


 


United Rentals (North America), Inc., a corporation
duly organized and existing under the laws of the State of Delaware (herein called the “Company,” which term includes
any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum listed on the Schedule of Increases or Decreases in Global Security attached hereto on December 15, 2029, and
to pay interest thereon from November 30, 2022, or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on June 15 and December 15 in each year, commencing June 15, 2023, at the rate of 6.000% 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 6.000% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due until they are paid or duly provided for. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the 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 shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said Indenture.


 


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


 






    A-3


    


    

 





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


 


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


 









    A-4


    


    

 


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


 


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




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities referred to in the

within-mentioned Indenture.


 


Dated: November 30, 2022


 


TRUIST BANK, AS TRUSTEE


 


	By:	 	 
	 	Authorized Signatory	 




 









    A-5


    


    

 


Form of Reverse of Security


 


This Security is one of a duly authorized issue of
Securities of the Company designated as 6.000% Senior Secured Notes due 2029 (herein called the “Securities”), limited
in aggregate principal amount on the Issue Date to $1,500,000,000 issued and to be issued under an Indenture, dated as of November 30,
2022 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the
Company, the Guarantors named therein and Truist Bank, as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Guarantors named therein, the Trustee and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Company shall be entitled, subject to
its compliance with Section 10.09 of the Indenture, to issue Additional Securities pursuant to Section 3.13 of the Indenture. The
Securities include the Securities issued on the Issue Date and any Additional Securities. The Securities issued on the Issue Date and
any Additional Securities are treated as a single class of securities under the Indenture.


 


The terms of the Securities include those set forth
in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture
for a statement of such terms.


 


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


 


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


 


	Year	 	Redemption 
Price	 
	2025	 	 	103.000	%
	2026	 	 	101.500	%
	2027 and thereafter	 	 	100.000	%



 


In addition, at any time, or from time to time,
on or prior to December 15, 2025, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings to
redeem up to an aggregate of 40.0% of the principal amount of the Securities at a Redemption Price equal to 106.000% of the
principal amount of the Securities, plus accrued and unpaid interest, if any, thereon to the Redemption Date; provided, however,
that (1) at least 50.0% of the aggregate principal amount of Securities issued on the Issue Date (excluding Securities held by the
Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) the Redemption Date is
within 120 days of the consummation of any such Equity Offering.


 






    A-6


    


    

 


The Company may redeem up to 10% of the aggregate
principal amount of the Securities (including any Additional Securities) during each period from (i) the Issue Date to, but excluding,
December 15, 2023, (ii) December 15, 2023 to, but excluding, December 15, 2024 and (iii) December 15, 2024 to, but excluding, December
15, 2025, at a Redemption Price equal to 103% of the principal amount of the Securities, plus accrued and unpaid interest, if any, to,
the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date).


 


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


 


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


 


In connection with any tender offer or Change of
Control Offer, if Holders of not less than 90.0% in aggregate principal amount of the then Outstanding Securities validly tender and do
not validly withdraw such Securities in such offer and the Company, or any third party making such offer in lieu of the Company, purchases
all of the Securities validly tendered and not validly withdrawn by Holders, the Company or such third party will have the right, upon
not less than 10 and not more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all
the Securities that remain outstanding following such purchase, at a price equal to the price offered to each Holder in such offer (which
may be less than par), plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding,
the date of such redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
Interest Payment Date falling prior to or on the applicable date of redemption.


 


“Adjusted Treasury Rate”
means, as of any Redemption Date, (i) the weekly average for each Business Day during the most recent week that has ended at least
two Business Days prior to such Redemption Date (or in the case of satisfaction and discharge, two Business Days prior to the
deposit with the Trustee or paying agent) of the yield to maturity at the time of computation of United States Treasury securities
with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 (or, if such statistical release
is not so published or the applicable information is not applicable thereon, any publicly available source of similar market data as
selected by the Company in good faith)) most nearly equal to the period from the Redemption Date to December 15, 2025 (if no
maturity is within three months before or after December 15, 2025, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month) 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, in the case of each of clause (i) and (ii), 0.50%.


 






    A-7


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    A-8


    


    

 


The Securities are not subject to any sinking fund.


 


The Indenture provides that the Company is obligated
upon the occurrence of a Special Mandatory Redemption Event to redeem all outstanding Securities at a redemption price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but not including, the Special Mandatory Redemption
Date.


 


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


 


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


 


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


 


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


 


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


 


As provided in and subject to the provisions of
the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 30.0% in
aggregate principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee and the
Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to certain suits described in the Indenture, including
any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein (or, in the case of redemption, on or after the Redemption Date or, in
the case of any purchase of this Security required to be made pursuant to a Change of Control Offer, on or after the relevant
Purchase Date).


 






    A-9


    


    

 


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


 


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


 


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


 


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


 


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


 


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


 






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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.


 


Upon the grant by the Company and the Guarantors
of Liens on the Collateral pursuant to Section 10.15 of the Indenture, the Obligations of the Company and the Guarantors under the Securities
and the Guarantees shall be secured by Liens on the Collateral pursuant to the terms of the Notes Collateral Documents. The actions of
the Trustee, the Notes Collateral Agent and the Holders and the application of proceeds from the enforcement of any remedies with respect
to such Collateral shall be limited pursuant to the terms of the Notes Collateral Documents and the Intercreditor Agreements.


 


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


 


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


 






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ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


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


 


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


 


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


 


____________________________________________________________


 


Date: ________________ Your Signature: _____________________


 


____________________________________________________________


 


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


 


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)	 ̈	to the Company; or



 


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






 


		(3)	 ̈	to a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities
                                                                                                                                                               Act of 1933, as amended (the “Securities Act”)) 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; or





 


		(4)	 ̈	to a non-U.S. person outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance
with Rule 903 or 904 under the Securities Act; or






 


	(5)	 ̈	pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or




 






    A-12


    


    

 





		(6)	 ̈	pursuant to another available exemption from registration under the Securities Act; or



 


		(7)	 ̈ 	pursuant to an effective registration statement under the Securities Act.



 


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 (4), (5) or (6) 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 guaranty medallion program or other signature guarantor acceptable to the Trustee	Signature of Signature Guarantee





 


____________________________________________________________


 


		·	TO BE COMPLETED BY PURCHASER IF (3) 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




 









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[TO BE ATTACHED TO GLOBAL SECURITY]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


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


 


	Date of 

Exchange 	 	Amount of decrease in

 Principal Amount of this

 Global Security	 	Amount of increase in

 Principal Amount of this

 Global Security	 	Principal amount of this

 Global Security following

 such decrease or increase	 	Signature of authorized

 signatory of Trustee or

 Securities Custodian
	 	 	 	 	 	 	 	 	 



 









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OPTION OF HOLDER TO ELECT PURCHASE


 


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


 


Section 10.10 ̈


 


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


 


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




 


Signature Guarantee: _______________________________


 


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


 






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EXHIBIT B


 





[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]


 


GUARANTEE


 


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


 


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


 


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


 


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


 


[Signature page follows]


 









    B-1


     


    

 


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




 






    B-2