Applicable
(f)
Loss of Stock Borrow:
Not Applicable
(g)
Increased Cost of Stock Borrow:
Not Applicable
Hedging Party:
For all applicable Potential Adjustment Events and Extraordinary Events, Dealer
Determining Party:
For all applicable Extraordinary Events, Dealer
Non-Reliance:
Applicable
Agreements and Acknowledgments Regarding Hedging Activities:
Applicable
Additional Acknowledgments:
Applicable
3.
Calculation Agent:
Dealer
4.
Account Details:
Dealer Payment Instructions:
[
]
Counterparty Payment Instructions:
To be provided by Counterparty.
5.
Offices:
The Office of Dealer for the Transaction is: New York
[Dealer]
[Address]
Attention:
[
]
Telephone:
[
]
Facsimile:
[
]
The Office of Counterparty for the Transaction is: Not applicable
6.
Notices: For purposes of this Confirmation:
Address for notices or communications to Counterparty:
To:
United Rentals, Inc.
Five Greenwich Office Park
Greenwich, Connecticut 06831
Attn:
Irene Moshouris
Vice President and Treasurer
Telephone:
[
]
Email:
[
]
7
Address for notices or communications to Dealer:
To:
[Dealer]
[Address]
Attn:
[
]
Telephone:
[
]
Facsimile:
[
]
7.
Representations, Warranties and Agreements:
(A)
IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES IN THE AGREEMENT AND
THOSE CONTAINED ELSEWHERE HEREIN, COUNTERPARTY REPRESENTS AND WARRANTS TO AND
FOR THE BENEFIT OF, AND AGREES WITH, DEALER AS FOLLOWS:
(I)
ON THE TRADE DATE, AND AS OF THE DATE OF ANY ELECTION BY COUNTERPARTY
OF THE SHARE TERMINATION ALTERNATIVE UNDER (AND AS DEFINED IN)
SECTION 8(B) BELOW, (A) COUNTERPARTY IS NOT AWARE OF ANY MATERIAL NONPUBLIC
INFORMATION REGARDING COUNTERPARTY OR THE SHARES AND (B) ALL REPORTS AND OTHER
DOCUMENTS INCORPORATED BY REFERENCE INTO THE OFFERING DOCUMENT FOR THE
CONVERTIBLE SECURITIES FILED BY COUNTERPARTY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT") WHEN CONSIDERED AS A WHOLE (WITH THE MORE RECENT SUCH REPORTS
AND DOCUMENTS DEEMED TO AMEND INCONSISTENT STATEMENTS CONTAINED IN ANY EARLIER
SUCH REPORTS AND DOCUMENTS), DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR ANY OMISSION OF A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES IN
WHICH THEY WERE MADE, NOT MISLEADING.
(II)
(A) DURING (X) THE PERIOD STARTING ON THE FIRST DAY OF AN OBSERVATION
PERIOD APPLICABLE TO THE RELEVANT CONVERTIBLE SECURITIES AND ENDING ON THE LAST
DAY OF SUCH OBSERVATION PERIOD (THE "SETTLEMENT PERIOD") AND (Y) IN CASE OF AN
EARLY TERMINATION DATE RESULTING FROM AN ADDITIONAL TERMINATION EVENT AS A
RESULT OF AN EXCLUDED CONVERSION EVENT, A PERIOD AT OR ABOUT SUCH EARLY
TERMINATION DATE REASONABLY DETERMINED AND NOTIFIED BY DEALER TO COUNTERPARTY
(AN "EARLY SETTLEMENT PERIOD"), THE SHARES OR SECURITIES THAT ARE CONVERTIBLE
INTO, OR EXCHANGEABLE OR EXERCISABLE FOR SHARES, ARE NOT, AND SHALL NOT BE,
SUBJECT TO A "RESTRICTED PERIOD," AS SUCH TERM IS DEFINED IN REGULATION M UNDER
THE EXCHANGE ACT ("REGULATION M") AND (B) COUNTERPARTY SHALL NOT ENGAGE IN ANY
"DISTRIBUTION," AS SUCH TERM IS DEFINED IN REGULATION M, OTHER THAN A
DISTRIBUTION MEETING THE REQUIREMENTS OF THE EXCEPTIONS SET FORTH IN SECTIONS
101(B)(10) AND 102(B)(7) OF