Exhibit 10.1
November 10, 2009
To:
United Rentals, Inc.
Five Greenwich Office Park
Greenwich, Connecticut 06831
Attn:
Irene Moshouris
Vice President and Treasurer
Telephone:
[
]
Email:
[
]
From:
[Dealer]
[Address]
Attn:
[
]
Telephone:
[
]
Facsimile:
[
]
Re:
Base Capped Call Transaction
(Transaction Reference Number: [
])
Ladies and Gentlemen:
The purpose of this communication (this "Confirmation") is to set forth the
terms and conditions of the above-referenced transaction entered into on the
Trade Date specified below (the "Transaction") between [
] ("Dealer")
and United Rentals, Inc. ("Counterparty").
This communication constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
1.
THIS CONFIRMATION IS SUBJECT TO, AND INCORPORATES, THE DEFINITIONS AND
PROVISIONS OF THE 2000 ISDA DEFINITIONS (INCLUDING THE ANNEX THERETO) (THE "2000
DEFINITIONS") AND THE DEFINITIONS AND PROVISIONS OF THE 2002 ISDA EQUITY
DERIVATIVES DEFINITIONS (THE "EQUITY DEFINITIONS", AND TOGETHER WITH THE 2000
DEFINITIONS, THE "DEFINITIONS"), IN EACH CASE AS PUBLISHED BY THE INTERNATIONAL
SWAPS AND DERIVATIVES ASSOCIATION, INC. ("ISDA").
IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THE 2000 DEFINITIONS AND THE EQUITY DEFINITIONS, THE
EQUITY DEFINITIONS WILL GOVERN.
CERTAIN DEFINED TERMS USED HEREIN HAVE THE
MEANINGS ASSIGNED TO THEM IN THE INDENTURE TO BE DATED AS OF NOVEMBER 17, 2009
BETWEEN COUNTERPARTY AND THE BANK OF NEW YORK MELLON AS TRUSTEE (THE
"INDENTURE") RELATING TO THE USD150,000,000 PRINCIPAL AMOUNT OF 4.00%
CONVERTIBLE SENIOR NOTES DUE 2015 (THE "CONVERTIBLE SECURITIES").
IN THE EVENT
OF ANY INCONSISTENCY BETWEEN THE TERMS DEFINED IN THE INDENTURE AND THIS
CONFIRMATION, THIS CONFIRMATION SHALL GOVERN.
FOR THE AVOIDANCE OF DOUBT,
REFERENCES HEREIN TO SECTIONS OF THE INDENTURE ARE BASED ON THE DRAFT OF THE
INDENTURE MOST RECENTLY REVIEWED BY THE PARTIES AT THE TIME OF EXECUTION OF THIS
CONFIRMATION. IF ANY RELEVANT SECTIONS OF THE INDENTURE ARE CHANGED, ADDED OR
RENUMBERED FOLLOWING EXECUTION OF THIS CONFIRMATION BUT PRIOR TO THE EXECUTION
OF THE INDENTURE, THE PARTIES WILL AMEND THIS CONFIRMATION IN GOOD FAITH TO
PRESERVE THE ECONOMIC INTENT OF THE PARTIES BASED ON THE DRAFT OF THE INDENTURE
SO REVIEWED. THE PARTIES FURTHER ACKNOWLEDGE THAT REFERENCES TO THE INDENTURE
HEREIN ARE REFERENCES TO THE INDENTURE AS IN EFFECT ON THE DATE OF ITS EXECUTION
AND IF THE INDENTURE IS AMENDED FOLLOWING ITS EXECUTION, ANY SUCH AMENDMENT WILL
BE DISREGARDED FOR PURPOSES OF THIS CONFIRMATION (OTHER THAN AS PROVIDED IN
SECTION 8(A) BELOW) UNLESS THE PARTIES AGREE OTHERWISE IN WRITING.
This Confirmation evidences a complete and binding agreement between Dealer and
Counterparty as to the terms of the Transaction to which this Confirmation
relates.
This Confirmation shall be subject to an agreement (the "Agreement")
in the form of the 2002 ISDA Master Agreement (the "ISDA Form") as if Dealer and
Counterparty had executed an agreement in such form (without any Schedule but
with the elections set forth in this Confirmation).
For the avoidance of doubt,
the Transaction shall be the only transaction under the Agreement.
All provisions contained in, or incorporated by reference to, the Agreement will
govern