8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 9, 2008

UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)
Five Greenwich Office Park
Greenwich, CT		06831
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 622-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Credit Agreement

On June 9, 2008, United Rentals, Inc. (“Holdings”), United Rentals (North America), Inc. (“the Company”) and certain of their subsidiaries entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., UBS Securities LLC, UBS AG Canada Branch, Wachovia Bank, National Association, Wachovia Capital Finance Corporation (Canada), Wells Fargo Foothill, LLC and the other lenders party thereto. The Credit Agreement provides for a five-year $1.25 billion senior secured asset-based revolving credit facility (the “ABL Facility”), a portion of which is available for borrowing in Canadian Dollars. The ABL Facility is subject, among other things, to the terms of a borrowing base derived from the value of eligible rental equipment and eligible inventory. The borrowing base is subject to certain reserves and caps customary for financings of this type. If at any time the aggregate amounts outstanding under the ABL Facility exceed the borrowing base then in effect, a prepayment of an amount sufficient to eliminate such excess is required to be made. The terms of the ABL Facility provide that the Company is required to prepay loans with net cash proceeds from certain types of asset sales or casualty proceeds. The Company has the right to prepay loans under the ABL Facility in whole or in part at any time. Amounts prepaid may be reborrowed. All amounts borrowed under the Credit Agreement must be repaid on or before June 7, 2013. In connection with entering into the Credit Agreement, the Company repaid the approximately $328 million and C$138 million outstanding under the Company’s former revolving credit facility and term loan, which were terminated.

Loans under the Credit Agreement bear interest, at the Company’s option: (i) in the case of loans in U.S. Dollars, at a rate equal to the London interbank offered rate or an alternate base rate, in each case plus a spread, or (ii) in the case of loans in Canadian Dollars, at a rate equal to the Canadian prime rate or an alternate rate (BA Rate), in each case plus a spread. The interest rates under the Credit Agreement are subject to change based on a total consolidated leverage ratio (a measurement of the Company’s total debt to adjusted EBITDA). A commitment fee accrues on any unused portion of the commitments under the Credit Agreement at a rate per annum based on usage.

Ongoing extensions of credit under the Credit Agreement are subject to customary conditions, including sufficient availability under the borrowing base. The Credit Agreement also contains covenants that require the Company to satisfy various financial tests and to maintain certain financial ratios. In addition, the Credit Agreement contains customary negative covenants applicable to Holdings, the Company and their subsidiaries, including negative covenants that restrict the ability of such entities to, among other things, (i) incur additional indebtedness or engage in certain other types of financing transactions, (ii) allow certain liens to attach to such entities’ assets, (iii) repurchase or pay dividends or make certain other restricted payments on capital stock and certain other securities, or prepay certain indebtedness, and (iv) make acquisitions and investments unless certain financial and other conditions are satisfied.

The U.S. Dollar borrowings under the Credit Agreement are secured by substantially all of Holdings’ assets and substantially all of the assets of certain of its U.S. subsidiaries (other than real property and certain accounts receivable). The U.S. Dollar borrowings under the Credit Agreement are guaranteed by Holdings and the Company and, subject to certain exceptions, their domestic subsidiaries. Borrowings under the Credit Agreement by the Company’s Canadian subsidiaries are also secured by substantially all the assets of the Company’s Canadian subsidiaries and supported by guarantees from the Canadian Subsidiaries.

The Credit Agreement also includes other covenants, representations, warranties, indemnities and events of default, that are customary for facilities of this type, including events of default relating to a change of control.

The foregoing description of the Credit Agreement is qualified in its entirety by the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated into this Item 1.01 by reference.

Purchase Agreement

On June10, 2008, Holdings entered into an agreement (the “Purchase Agreement”) with Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. (collectively, “Apollo”) and J.P. Morgan Partners (BHCA), L.P. (“Chase”; collectively with Apollo, the “Sellers”), under which Holdings purchased from the Sellers all outstanding shares of Holdings’ Series C and Series D Preferred Stock (collectively, the “Preferred Stock”), which consisted of 300,000 shares of Series C Perpetual Convertible Preferred Stock, par value $.01 per share; 105,252 shares of Series D-1 Perpetual Convertible Preferred Stock, par value $.01 per share; and 44,748 shares of Series D-2 Perpetual Convertible Preferred Stock, par value $.01 per share. The aggregate purchase price paid by Holdings for the Preferred Stock was $678,704,606, of which $425,000,000 was paid through the issuance by Holdings to the Sellers of 14% Senior Notes (the “Notes”) due 2014.  The Preferred Stock was retired by Holdings following the repurchase.

Pursuant to the Purchase Agreement, the Sellers agreed not to tender any shares of Holdings’ common stock they may hold into the tender offer that Holdings announced on June 10, 2008. In addition, the Sellers agreed, subject to certain exceptions, to specified standstill provisions for a period of two years.

In connection with the Purchase Agreement, Leon Black and Michael Gross, the two directors on the Board of Directors of United Rentals, Inc. who were designated pursuant to the terms of the Series C Preferred Stock (the “Preferred Designated Directors”), resigned from the Board. The Purchase Agreement provides that, for a period of six years, Holdings shall not materially amend the terms of the indemnifications and limitations of liability applicable to the outgoing Preferred Designated Directors and Holdings shall maintain in effect directors’ and officers’ liability insurance covering each Preferred Designated Director for acts or omissions occurring prior to the closing of the Purchase Agreement on terms no less favorable than those applicable to directors who are not Preferred Designated Directors.

The foregoing description of the Purchase Agreement is qualified in its entirety by the Purchase Agreement, a copy of which is filed as Exhibit 10.2 to this report and is incorporated into this Item 1.01 by reference.

Indenture

On June 10, 2008, Holdings entered into an indenture (the “Indenture”) with The Bank of New York, as trustee (the “Trustee”). Under the Indenture, the Company authorized the creation of an issue of 14% Senior Notes due 2014 (the “Notes”) in an aggregate principal amount of $425,000,000. The Notes will bear interest at a rate of 14% per annum payable semiannually in arrears on each June 15 and December 15, with interest payments commencing December 15, 2008. The Notes will mature on June 15, 2014. At any time, Holdings, at its option, may redeem the Notes at 100% of the principal amount outstanding plus any accrued and unpaid interest.

The Indenture contains covenants which, among other things, limit Holdings’ and its subsidiaries’ ability to incur indebtedness, make certain restricted payments, issue preferred stock, enter into transactions with affiliates, create or incur liens, dispose of the proceeds of asset sales and restrict their ability to pay dividends and enter into sale/leaseback transactions. These covenants include exceptions that would allow Holdings to engage in these activities under certain conditions. The Indenture also requires that Holdings, in the event of a Change in Control (as defined in the Indenture), must make an offer to purchase all of the then outstanding Notes tendered at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon. Furthermore, the Indenture also requires that Holdings will cause each domestic subsidiary that guarantees any Indebtedness (as defined in the Indenture) of Holdings or any subsidiary guarantor of Holdings’ Indebtedness of which Holdings or such guarantor is the primary obligor to guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture.

If an Event of Default (as defined in the Indenture) has occurred and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may, subject to certain exceptions provided in the Indenture, declare the principal amount of the Notes and any accrued and unpaid interest thereon through the date of such declaration, to be immediately due and payable. In the case of certain events of bankruptcy or insolvency, the principal amount of the Notes and any unpaid interest accrued thereon shall automatically become and be immediately due and payable.

The foregoing description of the Indenture and the Notes is qualified in its entirety by the Indenture and the form of Notes, copies of which are filed as Exhibit 4.1 and 4.2, respectively, to this report and are incorporated into this Item 1.01 by reference.

Registration Rights Agreement

In connection with the issuance of the Notes, Holdings entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of June 10, 2008, with the Sellers. Under the Registration Rights Agreement, Holdings has agreed to use its reasonable best efforts to prepare and, not later than 366 days after the date on which the Sellers acquire the Notes pursuant to the Purchase Agreement, file with the Securities and Exchange Commission (“the Commission”) a registration statement (“Exchange Offer Registration Statement”) with respect to a proposed offer by Holdings (the “Registered Exchange Offer”) to exchange outstanding Transfer Restricted Securities (as defined in the Registration Rights Agreement), if any, for debt securities of Holdings issued under the Indenture and registered under the Securities Act of 1933 (the “Securities Act”).  Transfer Restricted Securities do not include, among other things, any Notes after the date that they become saleable pursuant to Rule 144 under the Securities Act.

Holdings shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement, if required, to become effective under the Securities Act within 426 days after the date on which the Sellers acquire the Notes and (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date on which the notice of the Registered Exchange Offer is mailed to the holders of Transfer Restricted Securities.

Under certain circumstances, Holdings will be required to pay additional interest, subject to certain limitations, to the holders of the Notes, including if (i) it fails to comply with its obligations to file a registration statement required by the Registration Rights Agreement to be filed with the Commission on or prior to the applicable filing deadline, (ii) any registration statement required by the Registration Rights Agreement is not declared effective by the Commission on or prior to the applicable deadline, or (iii) the Registered Exchange Offer has not been consummated on or prior to the applicable deadline.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by the Registration Rights Agreement, a copy of which is filed as Exhibit 10.3 to this report and is incorporated into this Item 1.01 by reference.

Item 1.02 Termination of a Material Definitive Agreement

In connection with its entry into the Credit Agreement, on June 9, 2008, the Company repaid the approximately $328 million and C$138 million outstanding under the Company’s $1.55 billion credit facility with JPMorgan Chase Bank, as Agent (the “Former Facility”), the revolver portion of which was scheduled to mature in February 2009. The Former Facility was terminated following such repayment. There were no prepayment penalties related to terminating the Former Facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On June 9, 2008, Holdings and the Company entered into the Credit Agreement, as more fully described in Item 1.01 of this report.

On June 10, 2008, Holdings issued $425 million aggregate principal amount of the Notes. Additional terms and conditions of the Notes and the Indenture pursuant to which the Notes were issued are contained in Item 1.01 of this report and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Leon D. Black and Michael S. Gross, the two directors designated pursuant to the terms of the previously outstanding Series C Preferred Stock, resigned from our Board of Directors on June 10, 2008 in connection with our repurchase of the Preferred Stock pursuant to the Purchase Agreement.

Item 7.01 Regulation FD Disclosure

In connection with its repurchase of the Preferred Stock, Holdings expects to incur a one-time charge of approximately $235 million that will be recorded as a reduction of income available to common stockholders, although the actual impact will depend on a number of factors, including the amount of common stock repurchased in the Tender Offer (defined below), the price paid for such repurchased shares and the interest cost of the debt funding the share repurchases.  In addition, Holdings anticipates that it will incur a charge of approximately $7 million related to the write-off of certain foreign tax credits that are no longer expected to be realized.

Item 8.01 Other Events

On June 10, 2008, United Rentals, Inc. announced its plans to commence a “modified Dutch auction” tender offer (the “Tender Offer”) in which it intends to offer to purchase up to 27,160,000 shares of its common stock at a price not less than $22.00 nor greater than $25.00 per share.

A copy of Holdings’ press release issued on June 10, 2008 announcing its intention to commence the Tender Offer, as well as certain of the matters set forth in Item 1.01 of this report, is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

               (d) Exhibits

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of June 10, 2008, between United Rentals, Inc. and the Bank of New York, as trustee, with respect to 14% Senior Notes due 2014.
Exhibit 4.2	Form of United Rentals, Inc. 14% Senior Notes due 2014 (included in Exhibit 4.1 hereto).
Exhibit 10.1	Credit Agreement, dated June 9, 2008, by and among United Rentals, Inc., United Rentals (North America), Inc., certain of their subsidiaries, Bank of America, N.A., UBS Securities LLC, UBS AG Canada Branch, Wachovia Bank, National Association, Wachovia Capital Finance Corporation (Canada), Wells Fargo Foothill, LLC and the other lenders party thereto.
Exhibit 10.2	Purchase Agreement, dated as of June 10, 2008, among United Rentals, Inc., Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA), L.P.
Exhibit 10.3	Registration Rights Agreement, dated as of June 10, 2008, among United Rentals, Inc., Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA), L.P.
Exhibit 99.1	Press Release of United Rentals, Inc. dated June 10, 2008.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 11, 2008	UNITED RENTALS, INC.
	By:	/s/ Roger E. Schwed
		Name: Roger E. Schwed
		Title: General Counsel
	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/ Roger E. Schwed
		Name: Roger E. Schwed
		Title: General Counsel

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of June 10, 2008, between United Rentals, Inc. and the Bank of New York, as trustee, with respect to 14% Senior Notes due 2014.
Exhibit 4.2	Form of United Rentals, Inc. 14% Senior Notes due 2014 (included in Exhibit 4.1 hereto).
Exhibit 10.1	Credit Agreement, dated June 9, 2008, by and among United Rentals, Inc., United Rentals (North America), Inc., certain of their subsidiaries, Bank of America, N.A., UBS Securities LLC, UBS AG Canada Branch, Wachovia Bank, National Association, Wachovia Capital Finance Corporation (Canada), Wells Fargo Foothill, LLC and the other lenders party thereto.
Exhibit 10.2	Purchase Agreement, dated as of June 10, 2008, among United Rentals, Inc., Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA), L.P.
Exhibit 10.3	Registration Rights Agreement, dated as of June 10, 2008, among United Rentals, Inc., Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA), L.P.
Exhibit 99.1	Press Release of United Rentals, Inc. dated June 10, 2008.

EX-4.1

Exhibit 4.1

EXECUTION COPY

UNITED RENTALS, INC.

as the Company

and

THE BANK OF NEW YORK

as Trustee

Indenture

Dated as of June 10, 2008

$425,000,000

14% Senior Notes due 2014, Series A

$425,000,000

14% Senior Notes due 2014, Series B

CROSS REFERENCE TABLE¹

Trust Indenture Act	Indenture
Selection	Section
310(a)(1)	6.09
310(a)(2)	6.09
310(a)(3)	N.A.2
310(a)(4)	N.A.
310(a)(5)	N.A.
310(b)	6.08; 6.10
310(c)	N.A.
311(a)	6.13
311(b)	6.13
311(c)	N.A.
312(a)	7.01; 7.02
312(b)	7.02
312(c)	7.02
313(a)	7.03
313(b)	7.03
313(c)	1.06
313(d)	7.03
314(a)	7.04
314(b)	N.A.
314(c)(1)	1.02
314(c)(2)	1.02
314(c)(3)	N.A.
314(d)	N.A.
314(e)	1.02
314(f)	N.A.
315(a)	6.01
315(b)	6.02
315(c)	6.01
315(d)	6.01
315(e)	5.14
316(a)(1)(A)	5.12
316(a)(1)(B)	5.13
316(a)(2)	N.A.
316(a)(last sentence)	1.013
316(b)	5.07; 5.08
316(c)	1.04
317(a)(1)	5.03
317(a)(2)	5.04
317(b)	10.03
318(a)	1.07

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

          ² Not Applicable.

          ³ Definition of “Outstanding.”

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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	29
SECTION 1.03. Form of Documents Delivered to Trustee	30
SECTION 1.04. Acts of Holders; Record Dates	30
SECTION 1.05. Notices to Trustee, the Company or a Guarantor	32
SECTION 1.06. Notice to Holders; Waiver	33
SECTION 1.07. Conflict with Trust Indenture Act	33
SECTION 1.08. Effect of Headings and Table of Contents	33
SECTION 1.09. Successors and Assigns	33
SECTION 1.10. Separability Clause	33
SECTION 1.11. Benefits of Indenture	33
SECTION 1.12. Governing Law	33
SECTION 1.13. Legal Holidays	34
ARTICLE II Security Forms
SECTION 2.01. Form and Dating	34
ARTICLE III The Securities
SECTION 3.01. Title and Terms	34
SECTION 3.02. Denominations	35
SECTION 3.03. Execution and Authentication	35
SECTION 3.04. Temporary Securities	36
SECTION 3.05. Registration, Registration of Transfer and Exchange	36
SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities	37
SECTION 3.07. Payment of Interest; Rights Preserved	38
SECTION 3.08. Persons Deemed Owners	39
SECTION 3.09. Cancellation	39
SECTION 3.10. Computation of Interest	39
SECTION 3.11. CUSIP and CINS Numbers	40
SECTION 3.12. Deposits of Monies	40
SECTION 3.13. Issuance of Additional Securities	40
ARTICLE IV Satisfaction and Discharge
SECTION 4.01. Satisfaction and Discharge of Indenture	41
SECTION 4.02. Application of Trust Money	42

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ARTICLE V Remedies
SECTION 5.01. Events of Default	42
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment	44
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee	45
SECTION 5.04. Trustee May File Proofs of Claim	46
SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities	47
SECTION 5.06. Application of Money Collected	47
SECTION 5.07. Limitation on Suits	47
SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest	48
SECTION 5.09. Restoration of Rights and Remedies	48
SECTION 5.10. Rights and Remedies Cumulative	48
SECTION 5.11. Delay or Omission Not Waiver	48
SECTION 5.12. Control by Holders	49
SECTION 5.13. Waiver of Past Defaults	49
SECTION 5.14. Undertaking for Costs	49
SECTION 5.15. Waiver of Stay or Extension Laws	50
ARTICLE VI The Trustee
SECTION 6.01. Certain Duties and Responsibilities	50
SECTION 6.02. Notice of Defaults	51
SECTION 6.03. Certain Rights of Trustee	51
SECTION 6.04. Not Responsible for Recitals or Issuance of Securities	53
SECTION 6.05. May Hold Securities	53
SECTION 6.06. Money Held in Trust	53
SECTION 6.07. Compensation and Reimbursement	53
SECTION 6.08. Conflicting Interests	54
SECTION 6.09. Corporate Trustee Required; Eligibility	54
SECTION 6.10. Resignation and Removal; Appointment of Successor	54
SECTION 6.11. Acceptance of Appointment by Successor	56
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business	56
SECTION 6.13. Preferential Collection of Claims Against the Company or a Guarantor	56
SECTION 6.14. Appointment of Authenticating Agent	57
ARTICLE VII Holders’ Lists and Reports by Trustee and Company
SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders	58
SECTION 7.02. Preservation of Information; Communications to Holders	58
SECTION 7.03. Reports by Trustee	59
SECTION 7.04. Reports by Company	59

5

ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease
SECTION 8.01. Company May Consolidate, Etc. Only on Certain Terms	59
SECTION 8.02. Successor Substituted	61
ARTICLE IX Amendments; Waivers; Supplemental Indentures
SECTION 9.01. Amendments, Waivers and Supplemental Indentures Without Consent of Holders	61
SECTION 9.02. Modifications, Amendments and Supplemental Indentures with Consent of Holders	62
SECTION 9.03. Execution of Supplemental Indentures	63
SECTION 9.04. Effect of Supplemental Indentures	63
SECTION 9.05. Conformity with Trust Indenture Act	63
SECTION 9.06. Reference in Securities to Supplemental Indentures	63
SECTION 9.07. Waiver of Certain Covenants	64
SECTION 9.08. No Liability for Certain Persons	64
ARTICLE X Covenants
SECTION 10.01. Payment of Principal, Premium and Interest	64
SECTION 10.02. Maintenance of Office or Agency	64
SECTION 10.03. Money for Security Payments to be Held in Trust	65
SECTION 10.04. Existence; Activities	66
SECTION 10.05. Maintenance of Properties	66
SECTION 10.06. Payment of Taxes and Other Claims	67
SECTION 10.07. Maintenance of Insurance	67
SECTION 10.08. Limitation on Indebtedness	67
SECTION 10.09. Limitation on Restricted Payments.	68
SECTION 10.10. Limitation on Preferred Stock of Restricted Subsidiaries	71
SECTION 10.11. Limitation on Transactions with Affiliates	72
SECTION 10.12. Limitation on Liens	73
SECTION 10.13. Change of Control	73
SECTION 10.14. Disposition of Proceeds of Asset Sales	74
SECTION 10.15. Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries	76
SECTION 10.16. Limitation on Sale/Leaseback Transactions	77
SECTION 10.17. Subsidiary Guaranties	77
SECTION 10.18. Limitations on Designation of Unrestricted Subsidiaries	78
SECTION 10.19. Provision of Financial Information	79
SECTION 10.20. Statement by Officers as to Default; Compliance Certificates	79
SECTION 10.21. Designation of “Designated Senior Indebtedness”	80

6

ARTICLE XI Redemption of Securities
SECTION 11.01. Right of Redemption	80
SECTION 11.02. Applicability of Article	80
SECTION 11.03. Election to Redeem; Notice to Trustee	80
SECTION 11.04. Selection by Trustee of Securities to Be Redeemed	80
SECTION 11.05. Notice of Redemption	81
SECTION 11.06. Deposit of Redemption Price	81
SECTION 11.07. Securities Payable on Redemption Date	81
SECTION 11.08. Securities Redeemed in Part	82
SECTION 11.09. Applicable High Yield Discount Obligations	82
ARTICLE XII Defeasance and Covenant Defeasance
SECTION 12.01. Company’s Option to Effect Defeasance or Covenant Defeasance	82
SECTION 12.02. Defeasance and Discharge	83
SECTION 12.03. Covenant Defeasance	83
SECTION 12.04. Conditions to Defeasance or Covenant Defeasance	84
SECTION 12.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	85
SECTION 12.06. Reinstatement	86
ARTICLE XIII Guarantee
SECTION 13.01. Guarantee	86
SECTION 13.02. Limitation on Liability	88
SECTION 13.03. Execution and Delivery of Guarantees	89
SECTION 13.04. Guarantors May Consolidate, Etc., on Certain Terms	89
SECTION 13.05. Release of Guarantors	89
SECTION 13.06. Successors and Assigns	90
SECTION 13.07. No Waiver, etc	90
SECTION 13.08. Modification, etc	90

Appendix	Provisions Relating to Initial Securities, Additional Securities and Exchange Securities
Exhibit A-1	Form of Series A Security
Exhibit A-2	Form of Series B Security
Exhibit B	Form of Notation on Security Relating to Guarantee
Exhibit C	Form of Transferee Letter of Representations

7

          INDENTURE, dated as of June 10, 2008, among UNITED RENTALS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

                    The Company has duly authorized the creation of an issue of 14% Senior Notes due 2014 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.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

Definitions and Other Provisions
of General Application

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

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

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

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

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

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

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

          (7) “or” is not exclusive;

          (8) “including” means including without limitation;

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

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

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

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

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

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

                    “1⁷/₈% Convertible Notes” means the $143.75 million aggregate principal amount of 1⁷/₈% Convertible Senior Subordinated Notes due October 15, 2023 issued by United Rentals (NA) under an indenture, dated as of October 31, 2003, among United Rentals (NA), as issuer, the Company, as guarantor, and The Bank of New York, as trustee.

                    “6½% Notes” means the $1,000,000,000 aggregate principal amount of 6½% Senior Notes due 2012 issued by United Rentals (NA) under an indenture, dated as of February 17, 2004, among United Rentals (NA), as issuer, the Company and certain of United Rentals (NA)’s United States subsidiaries, as guarantors, and The Bank of New York, as Trustee.

2

                    “7% Notes” means the $375 million aggregate principal amount of 7% Senior Subordinated Notes due 2014 issued by United Rentals (NA) under an indenture, dated as of January 28, 2004, among United Rentals (NA), as issuer, the Company and certain of United Rentals (NA)’s United States subsidiaries, as guarantors, and The Bank of New York, as Trustee.

                    “7¾% Notes” means the $525 million aggregate principal amount of 7¾% Senior Subordinated Notes due 2013 issued by United Rentals (NA) under an Indenture, dated as of November 12, 2003, among United Rentals (NA), as issuer, the Company and certain of United Rentals (NA)’s United States subsidiaries, as guarantors, and The Bank of New York, as trustee.

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

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

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

                    “Additional Securities” means, subject to the Company’s compliance with Section 10.08, 14% Senior Notes due 2014 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 3.04, 3.05, 3.06 or 11.08 of this Indenture and other than Exchange Securities issued pursuant to an exchange offer for other Securities outstanding under this Indenture).

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

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

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                    “Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition by the Company or any Restricted Subsidiary to any Person other than the Company or a Restricted Subsidiary, of (a) any Capital Stock of any Restricted Subsidiary of the Company; (b) all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or (c) any other properties or assets of the Company or any Restricted Subsidiary of the Company, other than in the case of clause (a), (b) or (c) above, (i) sales, conveyances, transfers, leases or other dispositions of obsolete, damaged or used equipment or other equipment or inventory in the ordinary course of business (including, but not limited to, like-kind exchange programs), (ii) sales, conveyances, transfers, leases or other dispositions of assets in one or a series of related transactions for an aggregate consideration of less than $2,000,000 and (iii) for purposes of Section 10.14 only, (x) a disposition that constitutes a Restricted Payment permitted by Section 10.09 or a Permitted Investment, (y) a disposition of all or substantially all the assets of the Company in accordance with the provisions of Article VIII and (z) any sale, issuance, conveyance, transfer, lease or other disposition of properties or assets in connection with a Securitization Transaction.

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

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

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

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

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

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

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

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

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

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

                    “Cash Equivalents” means, at any time, (a) any evidence of Indebtedness, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case rated at least A-1 by S&P or P-1 by Moody’s, (c) any certificate of deposit (or time deposits represented by such certificates of deposit) or bankers’ acceptance, maturing not more than one year after such time, or overnight Federal Funds transactions that are issued or sold by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500 million, (d) any repurchase agreement entered into with any commercial banking institution of the stature referred to in clause (c) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking institution thereunder, and (e) investments in short term asset management accounts managed by any bank party to the Credit Agreement which are invested in indebtedness of any state or municipality of the United States or of the District of Columbia and which are rated under one of the two highest ratings then obtainable from S&P or by Moody’s or investments of the types described in clauses (a) through (d) above, and (f) investments in funds investing primarily in investments of the types described in clauses (a) through (e) above.

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

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

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

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

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

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

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

                    “Common Stock” means the common stock, par value $0.01 per share, of the Company.

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

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

                    “Consolidated Cash Flow Available for Fixed Charges” means, with respect to any Person for any period, (i) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of (a) Consolidated Net Income, (b) Consolidated Non-cash Charges, (c) Consolidated Interest Expense, (d) Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses), (e) one-third of Consolidated Rental Payments, and (f) if any Asset Sale or Asset Acquisition shall have occurred since the first day of any four quarter period for which “Consolidated Cash Flow Available for Fixed Charges” is being calculated (including to the date of calculation) (A) the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate or equity owner of the entity involved in any such Asset Acquisition to the extent such costs are eliminated or reduced (or public announcement has been made of the intent to eliminate or reduce such costs) prior to the date of such calculation and not replaced and (B) the amount of any reduction in general, administrative or overhead costs of the entity involved in any such Asset Acquisition or Asset Sale, to the extent such amounts under clauses (A) and (B) would be permitted to be eliminated in a pro forma income statement prepared in accordance with Rule 11-02 of Regulation S-X or correspond to reductions in costs that have been realized during such period and are supportable and quantifiable by the underlying accounting records of the applicable business, less: (ii)(x) non-cash items increasing Consolidated Net Income and (y) all cash payments during such period relating to non-cash charges that were added back in determining Consolidated Cash Flow Available for Fixed Charges in the most recent Four Quarter Period (as defined in the definition of “Consolidated Fixed Charge Coverage Ratio”).

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

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

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

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

                    “Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication, (i) all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto), (ii) the portion of net income of such Person and its Restricted Subsidiaries allocable to minority interests in unconsolidated Persons or to Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Restricted Subsidiaries, (iii) net income (or loss) of any Person combined with such Person or one of its Restricted Subsidiaries on a “pooling of interests” basis attributable to any period prior to the date of combination, (iv) gains or losses in respect of any Asset Sales by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis, (v) 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 with respect to such restrictions applicable to United Rentals (NA) and permitted by Section 10.15) and (vi) any gain or loss realized as a result of the cumulative effect of a change in accounting principles.

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

                    “Consolidated Rental Payments” of any Person means, for any period, the aggregate rental obligations of such Person and its Restricted Subsidiaries (not including taxes, insurance, maintenance and similar expenses that the lessee is obligated to pay under the terms of the relevant leases), determined on a consolidated basis in accordance with GAAP, payable in respect of such period (net of income from subleases thereof not including taxes, insurance, maintenance and similar expenses that the sublessee is obligated to pay under the terms of such sublease), whether or not such obligations are reflected as liabilities or commitments on a consolidated balance sheet of such Person and its Restricted Subsidiaries or in the notes thereto, excluding, however, in any event, (i) that portion of Consolidated Interest Expense of such Person representing payments by such Person or any of its Restricted Subsidiaries in respect of Capitalized Lease Obligations (net of payments to such Person or any of its Restricted Subsidiaries under subleases qualifying as capitalized lease subleases to the extent that such payments would be deducted in determining Consolidated Interest Expense) and (ii) the aggregate amount of amortization of obligations of such Person and its Restricted Subsidiaries in respect of such Capitalized Lease Obligations for such period (net of payments to such Person or any of its Restricted Subsidiaries and subleases qualifying as capitalized lease subleases to the extent that such payments could be deducted in determining such amortization amount).

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

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

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

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

                    “Credit Agreement” means (i) the senior secured borrowing base revolving credit facility entered into in connection with the Transactions and dated on or about the date of this Indenture, between, among others, the Company and Banc Of America Securities LLC, UBS Securities LLC and UBS Loan Finance LLC and (ii) the Amended and Restated Credit Agreement dated as of February 13, 2004 by and among the Company, United Rentals (NA), certain Canadian subsidiaries of the Company, the lenders referred to therein, JPMorgan Chase Bank, as U.S. Administrative Agent, JPMorgan Chase, Toronto branch, as Canadian Administrative Agent, and Bank of America, N.A., as Collateral Agent, together with the related documents thereto (including the term loans and revolving loans thereunder, any guarantees and any security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related documents) governing Indebtedness incurred to refinance or replace, in whole or in part, the borrowings and commitments at any time outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders and whether to the same borrower or different borrowers.

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

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

                    “Defeasance” has the meaning specified in Section 12.02. “Definitive Security” has the meaning specified in the Appendix.

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

                    “Designation” has the meaning specified in Section 10.18.

                    “Designation Amount” has the meaning specified in Section 10.18.

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

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

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

                    “ES Special Purpose Vehicle” means a trust, bankruptcy remote entity or other special purpose entity which is a Subsidiary of the Company (or, if not a Subsidiary of the Company, the common equity of which is wholly owned, directly or indirectly, by the Company) 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.

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

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

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

                    “Excluded Contribution” means the net cash proceeds received by or contributed to the Company after the Issue Date from (a) contributions to its common equity capital, and (b) the sale (other than to the Company or a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or a Subsidiary of the Company) of Capital Stock (other than Redeemable Capital Stock and Preferred Stock) of the Company, in each case designated as “Excluded Contributions” pursuant to a certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be, which are excluded from the calculation set forth in clause (C) of the first paragraph under Section 10.09.

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

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

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

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

                    “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States of America, which are applicable at the Issue Date.

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

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

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

                    “Guarantor” means each Domestic Subsidiary that executes a Guarantee Agreement in accordance with Section 10.17 of this Indenture, if any, and, in each case, their respective successors and assigns.

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

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

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

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                    “Indebtedness” means, with respect to any Person, without duplication, (a) all liabilities of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities incurred in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit, banker’s acceptance or other similar credit transaction, (b) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (c) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade accounts payable arising in the ordinary course of business, (d) all Capitalized Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person, (e) all Indebtedness referred to in the preceding clauses of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (the amount of such obligation being deemed to be the lesser of the value of such property or asset or the amount of the obligation so secured), (f) all guarantees of Indebtedness referred to in this definition by such Person, (g) all Redeemable Capital Stock of such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends, (h) all obligations under or in respect of Interest Rate Protection Obligations of such Person, and (i) any amendment, supplement, modification, deferral, renewal, extension, refinancing or refunding of any liability of the types referred to in clauses (a) through (h) above; provided, however, that Indebtedness shall not include (i) any holdback or escrow of the purchase price of property, services, businesses or assets or (ii) any contingent payment obligations incurred in connection with the acquisition of assets or business, which are contingent on the performance of the assets or businesses so acquired. For purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant hereto, and if such price is based upon, or measured by, the fair market value of such Redeemable Capital Stock, such fair market value shall be approved in good faith by the Board of Directors of the issuer of such Redeemable Capital Stock. In the case of Indebtedness of other Persons, the payment of which is secured by a Lien on property owned by a Person as referred to in clause (e) above, the amount of the Indebtedness of such Person attributable to such Lien at any date shall be the lesser of the Fair Market Value at such date of any asset subject to such Lien and the amount of the Indebtedness secured.

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

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                    “Initial Securities” means (i) the 14% Senior Notes due 2014, Series A, of the Company issued under this Indenture and (ii) Additional Securities, if any, issued under this Indenture in a transaction exempt from the registration requirements of the Securities Act.

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

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

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

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

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

                    “Issue Date” means June 10, 2008.

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

                    “Maturity Date” means June 15, 2014.

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

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                    “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary of the Company) net of (i) brokerage commissions and other fees and expenses (including, without limitation, fees and expenses of legal counsel and investment bankers, recording fees, transfer fees and appraisers’ fees) related to such Asset Sale, (ii) provisions for all taxes payable as a result of such Asset Sale, (iii) amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary of the Company) owning a beneficial interest in the assets subject to the Asset Sale, (iv) payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale, and (v) appropriate amounts to be provided by the Company or any Restricted Subsidiary of the Company, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary of the Company, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officer’s Certificate delivered to the Trustee.

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

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

                    “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

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

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

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          (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;

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

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

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

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

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

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

                    “Officer’s Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officer’s Certificate given pursuant to Section 10.20 shall be the principal executive, financial or accounting officer of the Company.

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

                    “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;

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          (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 Defeasance has been effected pursuant to Section 12.02;

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

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

                    “Permitted Indebtedness” means, without duplication:

          (a) Indebtedness of the Company and the Guarantors related to the Securities and the Guarantees, respectively (other than any Additional Securities);

          (b) Indebtedness incurred by the Company and Restricted Subsidiaries pursuant to the Credit Agreement; provided, however, that, immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (b) and then outstanding does not exceed the greater of (A) $1.6 billion and (B) 100% of Tangible Assets, less, in either case, any amounts permanently repaid or commitments permanently reduced in accordance with Section 10.14;

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          (c) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date, including the 7¾% Notes, the 1⁷/₈% Convertible Notes, the 7% Notes, the 6½% Notes, the 6½% Convertible Subordinated Debentures due August 1, 2028, issued to United Rentals Trust I, and the respective guarantees thereof;

          (d) Indebtedness of the Company or any Restricted Subsidiary incurred in respect of performance bonds, bankers’ acceptances and letters of credit in the ordinary course of business, including Indebtedness evidenced by letters of credit issued in the ordinary course of business consistent with past practice to support the insurance or self-insurance obligations of the Company or any of its Restricted Subsidiaries (including to secure workers’ compensation and other similar insurance coverages), in the aggregate amount not to exceed $10 million at any time, but excluding letters of credit issued in respect of or to secure money borrowed;

          (e) (i) Interest Rate Protection Obligations of the Company covering Indebtedness of the Company and (ii) Interest Rate Protection Obligations of any Restricted Subsidiary covering Permitted Indebtedness of such Restricted Subsidiary; provided, however, that, in the case of either clause (i) or (ii), (x) any Indebtedness to which any such Interest Rate Protection Obligations correspond is otherwise permitted to be incurred under Section 10.08 and (y) the notional principal amount of any such Interest Rate Protection Obligations that exceeds the principal amount of the Indebtedness to which such Interest Rate Protection Obligations relate shall not constitute Permitted Indebtedness;

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          (f) Indebtedness of a Restricted Subsidiary owed to and held by the Company or another Restricted Subsidiary, except that (i) any transfer of such Indebtedness by the Company or a Restricted Subsidiary (other than to the Company or another Restricted Subsidiary) and (ii) the sale, transfer or other disposition by the Company or any Restricted Subsidiary of Capital Stock of a Restricted Subsidiary (other than to the Company or a Restricted Subsidiary) which is owed Indebtedness of another Restricted Subsidiary shall, in each case, be an incurrence of Indebtedness by such Restricted Subsidiary subject to the other provisions hereof;

          (g) Indebtedness of the Company owed to and held by a Restricted Subsidiary which is unsecured and subordinated in right of payment to the payment and performance of the obligations of the Company under this Indenture and the Securities, except that (i) any transfer of such Indebtedness by the Company or a Restricted Subsidiary (other than to another Restricted Subsidiary) and (ii) the sale, transfer or other disposition by the Company or any Restricted Subsidiary (other than to the Company or a Restricted Subsidiary) of Capital Stock of a Restricted Subsidiary which is owed Indebtedness of the Company shall, in each case, be an incurrence of Indebtedness by the Company, subject to the other provisions hereof;

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

          (i) Indebtedness of the Company or any Restricted Subsidiary under equipment purchase or lines of credit or for Capitalized Lease Obligations not to exceed $150 million in aggregate principal amount outstanding at any time;

          (j) (i) Indebtedness of the Company the proceeds of which are used solely to refinance (whether by amendment, renewal, extension or refunding) Indebtedness of the Company or any of its Restricted Subsidiaries and (ii) Indebtedness of any Restricted Subsidiary the proceeds of which are used solely to refinance (whether by amendment, renewal, extension or refunding) Indebtedness of such Restricted Subsidiary, provided, however, that (x) the principal amount of Indebtedness incurred pursuant to this clause (j) (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 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 any accrued interest, if any, plus the amount of expenses in connection therewith, and (y) in the case of Indebtedness incurred by the Company pursuant to this clause (j) to refinance Subordinated Indebtedness, such Indebtedness (A) has no scheduled principal payment prior to the 91^st day after the Maturity Date, (B) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Securities and (C) is subordinated to the Securities in the same manner and to the same extent that the Subordinated Indebtedness being refinanced is subordinated to the Securities;

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

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

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          (m) Indebtedness of a Special Purpose Vehicle that is not recourse to the Company or any of its Restricted Subsidiaries (other than with respect to Standard Securitization Undertakings) in connection with a Securitization Transaction; provided, however, that in the event such Special Purpose Vehicle ceases to qualify as a Special Purpose Vehicle or such Indebtedness ceases to be non-recourse to the Company or any of its Restricted Subsidiaries, such Indebtedness will be deemed, in each case, to be incurred at such time; provided further, however, that Indebtedness incurred under this paragraph (m) with respect to Equipment Securitization Transactions shall not exceed 15% of Tangible Assets after giving effect to such Equipment Securitization Transaction;

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

          (o) Indebtedness of the Company or any Restricted Subsidiary, in addition to that described in clauses (a) through (n) of this definition, in an aggregate principal amount outstanding at any time not to exceed $75 million.

                    “Permitted Investments” means any of the following: (i) Investments in the Company or in a Restricted Subsidiary; (ii) Investments in another Person, if as a result of such Investment (A) such other Person becomes a Restricted Subsidiary or (B) such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, the Company or a Restricted Subsidiary; (iii) Investments representing Capital Stock or obligations issued to the Company or any of its Restricted Subsidiaries in settlement of claims against any other Person by reason of a composition or readjustment of debt or a reorganization of any debtor of the Company or such Restricted Subsidiary; (iv) Investments in Interest Rate Protection Agreements on commercially reasonable terms entered into by the Company or any of its Subsidiaries in the ordinary course of business in connection with the operations of the business of the Company or its Restricted Subsidiaries to hedge against fluctuations in interest rates on its outstanding Indebtedness; (v) Investments in the Securities; (vi) Investments in Cash Equivalents; (vii) Investments acquired by the Company or any Restricted Subsidiary in connection with an Asset Sale permitted under Section 10.14 to the extent such Investments are non-cash proceeds as permitted under Section 10.14; (viii) advances to employees or officers of the Company in the ordinary course of business and additional loans to employees or officers, in an aggregate amount at any time outstanding not to exceed $10 million; (ix) any Investment to the extent that the consideration therefor is Capital Stock (other than Redeemable Capital Stock) of the Company; (x) guarantees (including guarantees of the Securities) of Indebtedness permitted to be incurred under Section 10.08; (xi) any acquisition of assets solely in exchange for the issuance of Capital Stock (other than Redeemable Capital Stock) of the Company; and (xii) other Investments not to exceed $50 million at any time outstanding.

                    “Permitted Liens” means the following types of Liens:

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

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          (b) Liens securing Indebtedness permitted under the provisions described in clauses (b) and (k) under the definition of “Permitted Indebtedness”;

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

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

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

          (f) Liens for taxes, assessments or governmental charges or claims either (i) not delinquent or (ii) thereafter payable without penalty or contested in good faith by appropriate proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

          (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

          (h) Liens incurred or deposits made in the ordinary course of business 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 contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

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

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

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

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

          (m) 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;

          (n) Liens securing refinancing Indebtedness permitted under clause (j) of the definition of “Permitted Indebtedness,” provided such Liens are limited to all or part of the same property or assets as the Liens replaced in connection with such refinanced Indebtedness;

          (o) 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;

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

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

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

          (s) Liens incurred by the Company or any Restricted Subsidiary with respect to obligations that do not exceed $50 million at any time outstanding.

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

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

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

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                    “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.”

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

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

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

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

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

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

                    “Registration Rights Agreement” means (i) with respect to the Initial Securities issued on the Issue Date, the Registration Rights Agreement dated as of June 10, 2008 by and among the Company and Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA), as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and (ii) with respect to each issuance of Additional Securities issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Securities under the related purchase agreement.

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

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

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

                    “Required Filing Dates” has the meaning specified in Section 10.19.

                    “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.

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

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

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

                    “Revocation” has the meaning set forth in Section 10.18.

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

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

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

                    “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.

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                    “Securities” means the securities issued under this Indenture.

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

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

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

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

                    “Senior Indebtedness” means with respect to any Person:

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

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

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

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

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

          (a) any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) that is expressly subordinate or junior in any respect to any other Indebtedness or other obligation of such Person, including the 7¾% Notes, the 7% Notes, the 1⁷/₈% Convertible Notes and the 6½% Convertible Subordinated Debentures due August 1, 2028, issued to United Rentals Trust I;

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

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

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

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

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

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

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

                    “Senior Subordinated Indebtedness” means the 7¾% Notes, 1⁷/₈% Convertible Notes and the 7% Notes, guarantees thereof and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank junior to the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness of the Company.

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

                    “Similar Business” means any business conducted or proposed to be conducted by the Company and the Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

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

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

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

                    “Start Date” means April 1, 2008.

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                    “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.

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

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

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

                    “Tangible Assets” means all assets of the Company and its Restricted Subsidiaries, excluding all Intangible Assets and any assets subject to a Securitization Transaction. For purposes of the foregoing, “Intangible Assets” means goodwill, patents, trade names, trade marks, copyrights, franchises, experimental expense, organization expenses and any other assets properly classified as intangible assets in accordance with GAAP.

                    “Transactions” means the transactions contemplated by (i) the Schedule TO and related Offer to Purchase filed by the Company with the Commission on or about June 11, 2008 and (ii) the Purchase Agreement.

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

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

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                    “United Rentals (NA)” means United Rentals (North America), Inc and its successors and assigns.

                    “Unrestricted Subsidiary” means United Rentals Trust I and each other Subsidiary of the Company designated as such pursuant to and in compliance with Section 10.18 and each Subsidiary of such Unrestricted Subsidiary.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    The Trustee may but need not set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(ii) or (iv) any direction referred to in Section 5.12. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided, however, that no such action shall be effective hereunder unless taken on or prior to the applicable Record Expiration Date by Holders of the requisite principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action (whereupon the record date previously set shall automatically and without any action by any Person be cancelled and of no effect), nor shall anything in this paragraph be construed to render ineffective any action taken 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, the party hereto that sets such record date may designate any day as the “Record Expiration Date” and from time to time may change the Record Expiration Date to any earlier or later day, provided, however, that no such change shall be effective unless notice of the proposed new Record Expiration Date is given to the other party hereto in writing, and to each Holder of Securities in the manner set forth in Section 1.06, on or before the existing Record Expiration Date. If a Record Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the Record Expiration Date with respect thereto, subject to its right to change the Record Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Record Expiration Date shall be later than the 180th day after the applicable record date.

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

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

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

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

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

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

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

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

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

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

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

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

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                    SECTION 1.13. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Purchase Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect (including with respect to the accrual of interest) as if made on the Interest Payment Date, Redemption Date or Purchase Date, or at the Stated Maturity.

ARTICLE II

Security Forms

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

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 $425,000,000 principal amount of Initial Securities and up to $425,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14.

                    The Securities shall be known and designated as the “14% Senior Notes due 2014” of the Company. Their Stated Maturity for payment of principal shall be June 15, 2014. Interest on the Securities shall accrue at the rate of 14% per annum and shall be payable semiannually in arrears on each June 15 and December 15, commencing December 15, 2008 to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 10, 2008. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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                    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.

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

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

                    SECTION 3.02. Denominations. The Securities shall be issuable only in registered form without coupons and only in denominations of $2,000 principal amount and any integral multiple of $1,000 thereof.

                    SECTION 3.03. Execution and Authentication. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, or its Chief Financial Officer. The signature of any of these officers on the Securities may be manual or facsimile.

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

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

                    Each Security shall be dated the date of its authentication.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    SECTION 3.13. Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 10.08, to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price provided, however, no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes, with any other securities issued under this Indenture unless such Additional Securities use a different CUSIP number. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities issued in exchange therefor shall rank equally and be treated as a single class for all purposes under this Indenture.

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

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

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

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

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

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

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

ARTICLE IV

Satisfaction and Discharge

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

          (1) either

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

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

          (i) have become due and payable, or

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

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

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

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

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

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

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

ARTICLE V

Remedies

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

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

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

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

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

          (5) default or defaults under one or more agreements, instruments, mortgages, bonds, debentures or other evidences of Indebtedness under which the Company or any Restricted Subsidiary of the Company then has outstanding Indebtedness in excess of $25,000,000, individually or in the aggregate, and either (a) such Indebtedness is already due and payable in full or (b) such default or defaults have resulted in the acceleration of the maturity of such Indebtedness; or

          (6) one or more judgments, orders or decrees of any court or regulatory or administrative agency of competent jurisdiction for the payment of money in excess of $25,000,000, either individually or in the aggregate, shall be entered against the Company or any Restricted Subsidiary of the Company or any of their respective properties and shall not be discharged and there shall have been a period of 60 days after the date on which any period for appeal has expired and during which a stay of enforcement of such judgment, order or decree, shall not be in effect; or

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

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

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

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

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

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

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

          (B) all overdue interest on all Securities,

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

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

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

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

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

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

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

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

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

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

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

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

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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 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 the Indenture, the Securities or the Guarantees; and

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

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

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

          (ii) the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

          (iii) such Holder or Holders have offered to the Trustee indemnity reasonably 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 45 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

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

                    SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date or in the case of a Change of Control Offer or an Asset Sale Offer made by the Company and required to be accepted as to such Security, on the relevant Purchase Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

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

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

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

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

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

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

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

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

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

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

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

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

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 verify the contents thereof.

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

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

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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.

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

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

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

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

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

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

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

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          (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 of any kind by reason of such inquiry or investigation;

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

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

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

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

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

          (l) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, 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; and

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          (m) 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

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

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

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

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

                    SECTION 6.07. Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. The Company and each Guarantor jointly and severally agrees 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(7) or Section 5.01(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

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

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

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

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

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

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

                    (d) If at any time:

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

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

          (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its 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.

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                    (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

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

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

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

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

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

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

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

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

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

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

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

Dated:
	The Bank of New York, As Trustee
	By
	As Authentication 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 will furnish or cause to be furnished to the Trustee a list of the names and addresses of the Holders in such form as the Trustee may reasonably request in writing, within 30 days after the receipt by the Company of any such request, as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

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

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

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

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

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

                    SECTION 7.04. Reports by Company. The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

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

ARTICLE VIII

Consolidation, Merger, Conveyance, Transfer or Lease

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

          (1) either:

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

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

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

          (3) except in the case of any merger of the Company with any wholly owned Subsidiary of the Company or any merger of a Wholly Owned Restricted Subsidiary of the Company with and into a Guarantor or merger of Guarantors (and in each case, with no other Persons), (i) the Company or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 10.08(i) or (ii) on a pro forma basis the Consolidated Fixed Charge Coverage Ratio of the Company would be equal to or greater than such ratio immediately prior to such transaction.

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

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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 and/or the Registration Rights Agreement, as applicable, with the same effect as if such successor had been named as the Company in the Securities, this Indenture and/or in the Registration Rights Agreement, as the case may be and, except in the case of a lease, the Company, or such Restricted Subsidiary, as the case may be, shall be released and discharged from its obligations thereunder.

                    For all purposes of this Indenture and the Securities (including the provisions of this Article VIII and Sections 10.08, 10.09 and 10.12), Subsidiaries of any Surviving Entity shall, upon consummation of such transaction or series of related transactions, become Restricted Subsidiaries unless and until designated Unrestricted Subsidiaries pursuant to and in accordance with Section 10.18 and all Indebtedness, and all Liens on property or assets, of the Company, and the Restricted Subsidiaries, as the case may be, in existence immediately prior to such transaction or series of related transactions will be deemed to have been incurred upon consummation of such transaction or series of related transactions.

ARTICLE IX

Amendments; Waivers; Supplemental Indentures

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

          (i) to evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities or such Guarantor’s Guarantee and to evidence the assumption of obligations under this Indenture and a Guarantee pursuant to Section 10.17; or

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

          (iii) to secure the Securities; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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                    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 10.18, inclusive, and Section 10.21, and pursuant to Section 9.01(ii), if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect; provided, however, with respect to an Offer as to which an Offer to Purchase has been mailed, no such waiver may be made or shall be effective against any Holder tendering Securities pursuant to such Offer, and the Company may not omit to comply with the terms of such Offer as to such Holder.

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

ARTICLE X

Covenants

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

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

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                    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 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Corporate Trust Administration, as one such office or agency of the Company for each of the aforesaid purposes.

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

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

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

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                    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, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

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

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

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

                    SECTION 10.07. Maintenance of Insurance. The Company shall, and shall cause its Restricted Subsidiaries to, keep at all times all of their material properties which are of an insurable nature insured against loss or damage with insurers believed by the Company to be responsible to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties in accordance with good business practice. The Company shall, and shall cause its Restricted Subsidiaries to, use the proceeds from any such insurance policy to repair, replace or otherwise restore all material properties to which such proceeds relate, provided, however, that the Company shall not be required to repair, replace or otherwise restore any such material property if the Company in good faith determines that such inaction is desirable in the conduct of the business of the Company or any Restricted Subsidiary and not disadvantageous in any material respect to the Holders.

                    SECTION 10.08. Limitation on Indebtedness. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise (in each case, to “incur”), for the payment of any Indebtedness (including any Acquired Indebtedness) other than Permitted Indebtedness; provided, however, that (i) the Company will be permitted to incur Indebtedness (including Acquired Indebtedness) if the Consolidated Fixed Charge Coverage Ratio of the Company is at least 2:1, and (ii) United Rentals (NA) and its Subsidiaries that are Restricted Subsidiaries will be permitted to incur Indebtedness (including Acquired Indebtedness) if the Consolidated Fixed Charge Coverage Ratio of United Rentals (NA) is at least 2:1, in each case, after giving pro forma effect to (1) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness were incurred at the beginning of the four full fiscal quarters immediately preceding such incurrence, taken as one period; (2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); and (3) any Asset Sale or Asset Acquisition occurring since the first day of such four-quarter period (including to the date of calculation) as if such acquisition or disposition occurred at the beginning of such four-quarter period.

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

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

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

          (c) make any principal payment on, or purchase, defease, repurchase, redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment, scheduled sinking fund payment or other Stated Maturity, any Subordinated Indebtedness (other than (i) any such Subordinated Indebtedness owned by the Company or a Restricted Subsidiary, (ii) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the Company or a Restricted Subsidiary purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition and (iii) the giving of an irrevocable notice of redemption with respect to the transactions described in subclauses (i), (ii) and (iii) of the next paragraph); or

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

(such payments or Investments described in the preceding clauses (a), (b), (c) and (d) are collectively referred to as “Restricted Payments”), unless, after giving effect to the proposed Restricted Payment (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the asset(s) proposed to be transferred by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment), (A) no Default or Event of Default shall have occurred and be continuing, (B)(1) with respect to a Restricted Payment by the Company, immediately after giving effect to such Restricted Payment, the Company would be able to incur $1.00 of additional Indebtedness and (2) with respect to a Restricted Payment by United Rentals (NA) or any of its Subsidiaries which are Restricted Subsidiaries, immediately after giving effect to such Restricted Payment, United Rentals (NA) would be able to incur $1.00 of additional Indebtedness, in each case other than Permitted Indebtedness and assuming a market rate of interest with respect to any additional Indebtedness, and (C) the aggregate amount of all Restricted Payments declared or made from and after the Start Date would not exceed the sum of:

          (1) 50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period (treated as one accounting period) beginning on the Start Date and ending on the last day of the fiscal quarter of the Company immediately preceding the date of such proposed Restricted Payment (or, if such aggregate cumulative Consolidated Net Income of the Company for such period shall be a deficit, minus 100% of such deficit);

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          (2) the aggregate net cash proceeds received by the Company as capital contributions to the Company after the Start Date and which constitute shareholders’ equity of the Company in accordance with GAAP;

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

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

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

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

          (7) so long as the Designation (as defined in Section 10.18) thereof was treated as a Restricted Payment made after the Start Date, with respect to any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary in accordance with Section 10.18 below, the Fair Market Value of the Company’s interest in such Subsidiary, provided, however, that such amount shall not in any case exceed the Designation Amount (as defined in Section 10.18) with respect to such Restricted Subsidiary upon its Designation, minus the Designation Amount (measured as of the date of Designation) with respect to any Restricted Subsidiary that has been designated as an Unrestricted Subsidiary after the Start Date in accordance with Section 10.18 below.

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

                    None of the foregoing provisions shall prohibit, so long, in the case of clauses (v), (vi), (vii), (viii), (ix) and (xi) below, as there is no Default or Event of Default continuing, (i) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of its declaration or giving of the irrevocable notice of redemption, if at the date of declaration or giving of the irrevocable notice of redemption such payment would be permitted by the first paragraph of this Section 10.09; (ii) the redemption, repurchase or other acquisition or retirement of any shares of any class of Capital Stock of the Company in exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of other shares of Capital Stock of the Company (other than Redeemable Capital Stock of the Company) to any Person (other than to a Subsidiary of the Company); provided, however, that such net cash proceeds are excluded from clause (C) of the first paragraph of this Section 10.09; (iii)(A) any redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness by exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of (1) Capital Stock of the Company (other than Redeemable Capital Stock) to any Person (other than to a Subsidiary of the Company); provided, however, that any such net cash proceeds are excluded from clause (C) of the first paragraph of this Section 10.09; or (2) Indebtedness of the Company so long as such Indebtedness is Subordinated Indebtedness which (x) has no scheduled principal payment prior to the 91st day after the Maturity Date, (y) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Securities and (z) is subordinated to the Securities in the same manner and to the same extent as the Subordinated Indebtedness so purchased, exchanged, redeemed, acquired or retired; and (B) Restricted Payments made in connection with the Transactions; (iv) Investments constituting Restricted Payments made as a result of the receipt of non-cash consideration from any Asset Sale or other sale of assets or property made pursuant to and in compliance with this Indenture; (v) payments to purchase Capital Stock of the Company from officers of the Company, pursuant to agreements in effect as of the Issue Date, in an amount not to exceed $15,000,000 in the aggregate; (vi) payments (other than those covered by clause (v)) to purchase Capital Stock of the Company from management or employees of the Company or any of its Subsidiaries, or their authorized representatives, upon the death, disability or termination of employment of such employees, in aggregate amounts under this clause (vi) not to exceed $1,000,000 in any fiscal year of the Company,(vii) Restricted Payments made with Excluded Contributions, (viii) upon the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the Securities pursuant to Section 10.13 (including the purchase of the Securities tendered), any purchase or redemption of Subordinated Indebtedness or any Capital Stock of the Company or any Restricted Subsidiaries required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount or liquidation amount thereof, plus accrued and unpaid interest or dividends (if any);

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(ix) upon the occurrence of an Asset Sale and within 60 days after the completion of an Asset Sale Offer to repurchase the Securities pursuant to Section 10.14 (including the purchase of the Securities tendered), any purchase or redemption of Subordinated Indebtedness or any Capital Stock of the Company or any Restricted Subsidiaries required pursuant to the terms thereof as a result of such Asset Sale at a purchase or redemption price not to exceed 100% of the outstanding principal amount or liquidation amount thereof, plus accrued and unpaid interest or dividends (if any); (x) payments by the Company to a direct or indirect parent in an amount sufficient to enable it to pay (1) its taxes, legal, accounting, payroll, benefits, incentive compensation, insurance and corporate overhead expenses (including Commission, stock exchange and transfer agency fees and expenses), (2) trade, lease, payroll, benefits, incentive compensation and other obligations in respect of goods to be delivered to, services (including management and consulting services) performed for and properties used by, the Company and the Restricted Subsidiaries, (3) the purchase price for Investments in other Persons, provided, however, that promptly following such Investment either (x) such other Person either becomes a Restricted Subsidiary or is merged or consolidated with, or transfers or conveys all or substantially all of its assets to, the Company or a Restricted Subsidiary, or (y) such Investment would otherwise be permitted under this Indenture if made by the Company and such Investment is contributed or transferred by the Company to a Restricted Subsidiary and (4) reasonable and customary incidental expenses as determined in good faith by the Board of Directors of the Company, (xi) cash payments in lieu of the issuance of fractional shares in connection with the exercise of any warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company or any Restricted Subsidiary, (xii) the deemed repurchase of Capital Stock on the cashless exercise of stock options, (xiii) the payment of any dividend or distribution by a Restricted Subsidiary to the holders of its Capital Stock on a pro rata basis, (xiv) any Investment made in a Special Purpose Vehicle in connection with a Securitization Transaction, which Investment consists of the assets described in the definition of “Equipment Securitization Transaction” or “Receivables Securitization Transaction”, (xv) Restricted Payments in an amount not to exceed $100,000 in any fiscal year used to pay the expenses of United Rentals Trust I and (xvi) other Restricted Payments in an aggregate amount taken with all other Restricted Payments made from and after the Start Date pursuant to this clause (xvi) not to exceed $882,300,000. Any payment made pursuant to clauses (i), (v), (vi), (vii), (viii) or (ix) of this paragraph shall be taken into account in calculating the amount of Restricted Payments made from and after the Start Date.

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

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                    SECTION 10.11. Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any of its Affiliates (other than Restricted Subsidiaries), except (a) on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company, (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $2,000,000 the Company shall have delivered an Officer’s Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a), and (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $5,000,000, such transaction or transactions shall have been approved by a majority of the Disinterested Members of the Board of Directors of the Company.

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

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

                    SECTION 10.13. Change of Control. (a) On or before the 30th day after the date of the occurrence of a Change of Control (the “Change of Control Date”), the Company shall make an Offer to Purchase (a “Change of Control Offer”) on a Business Day not more than 60 nor less than 30 days following the occurrence of the Change of Control (the “Change of Control Purchase Date”), all of the then Outstanding Securities tendered at a purchase price in cash (the “Change of Control Purchase Price”) equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the Change of Control Purchase Date. The Company shall be required to purchase all Securities tendered into the Change of Control Offer and not withdrawn. The Change in Control Offer shall remain open for at least 20 Business Days.

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

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

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

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

                    SECTION 10.14. Disposition of Proceeds of Asset Sales. The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents or Replacement Assets (as defined below); provided, however, that (i) the amount of any liabilities (as shown on the most recent balance sheet of the Company or such Restricted Subsidiary) of the Company or such Restricted Subsidiary that are assumed by the transferee of such assets and (ii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 90 days into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) shall be deemed to be cash for the purposes of this provision; provided further, that the 75% limitation referred to in clause (b) will not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation.

                    Within 390 days after the receipt of any Net Cash Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale to:

          (a) permanently reduce:

                    (i) Obligations under the Credit Agreement; and to correspondingly reduce commitments with respect thereto;

                    (ii) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; or

                    (iii) Indebtedness of a Restricted Subsidiary, other than Indebtedness owed to the Company or another Restricted Subsidiary; or

          (b) an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that are used or useful in the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or in Capital Stock of a Person, the principal portion of whose assets consist of such property or assets (“Replacement Assets”).

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                    Any Net Cash Proceeds from any Asset Sale that are not applied or invested in accordance with paragraphs (a) and (b) above within such 390-day period constitute “Excess Proceeds” subject to disposition as provided below.

                    When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall make an offer to purchase (an “Asset Sale Offer”), from all holders of the Securities, an aggregate principal amount of Securities equal to such Excess Proceeds, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, thereon to the Purchase Date (the “Asset Sale Offer Price”). To the extent that the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for general corporate purposes. The Securities shall be purchased by the Company, at the option of the Holder thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice is given to Holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. If Securities purchasable at an aggregate Purchase Price in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Asset Sale Offer to Purchase, the Company shall purchase Securities on a pro rata basis, based on the Purchase Price therefor, or such other method as the Trustee shall deem fair and appropriate (subject in each case to applicable rules of the Depositary and any securities exchange upon which the Securities may then be listed), with such adjustments as may be deemed appropriate so that only Securities in denominations of $1,000 principal face amount or integral multiples thereof shall be purchased. Notwithstanding the foregoing, if the Company is required to commence an Asset Sale Offer at any time when securities of the Company ranking pari passu in right of payment with the Securities are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Asset Sale Offer for the Securities shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Asset Sale Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero.

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

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

                    SECTION 10.15. Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or any applicable rule, regulation or order, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the Credit Agreement, as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (vi) contractual encumbrances or restrictions contained in other Indebtedness of the Company or any Guarantor permitted to be incurred pursuant to an agreement entered into subsequent to the date of this Indenture in accordance with Section 10.08, provided that (1) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company, taken as a whole, as determined by the Board of Directors of the Company in good faith than the provisions contained in the Credit Agreement or the indentures governing the 6½% Notes, the 7¾% Notes, the 1⁷/₈% Convertible Notes and the 7% Notes, in each case, as in effect on the Issue Date or (2) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient to make scheduled payments of interest on the Securities when due, (vii) an agreement entered into for the sale or disposition of Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets (in either case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (viii) any agreement in effect on the Issue Date, (ix) this Indenture and the Guarantees, (x) the indentures governing the 6½% Notes, the 7¾% Notes, the 1⁷/₈% Convertible Notes and the 7% Notes, (xi) joint venture agreements and other similar agreements entered into in the ordinary course of business that prohibit actions of the type described in clauses (a), (c), (d) and (e) above, (xii) any agreement entered into with respect to a Special Purpose Vehicle in connection with a Securitization Transaction, containing customary restrictions required by the institutional sponsor or arranger of such Securitization Transaction in similar types of documents relating to the purchase of similar assets in connection with the financing thereof, (xiii) restrictions relating to Foreign Subsidiaries contained in Indebtedness Incurred pursuant to clause (k) of the definition of “Permitted Indebtedness,” and (xiv) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses, provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Holders of the Securities with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

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                    SECTION 10.16. Limitation on Sale/Leaseback Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

          (1)(A) in the case of the Company, the Company would be entitled to incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 10.08, and (B) in the case of United Rentals (NA) and any of its Subsidiaries which are Restricted Subsidiaries, United Rentals (NA) or such Restricted Subsidiary would be entitled to incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 10.08;

          (2) the Company or such Restricted Subsidiary would be entitled to create a Lien on such property securing such Attributable Debt without equally and ratably securing the Securities pursuant to Section 10.12;

          (3) the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the fair value (as determined by the Company’s Board of Directors) of such property; and

          (4) the Company applies the proceeds of such transaction in compliance with Section 10.14.

                    (b) Notwithstanding clauses (1)(B), (2) and (3) of this Section 10.16, the Company and the Restricted Subsidiaries may enter into Sale/Leaseback Transactions with respect to rental fleet equipment.

                    SECTION 10.17. Subsidiary Guaranties. The Company will cause each Domestic Subsidiary that guarantees any Indebtedness of the Company or any Guarantor of which the Company or such Guarantor is the primary obligor to at the same time execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Domestic Subsidiary will guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture. This Section 10.17 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary or as a Special Purpose Vehicle, or to any guarantees by a Domestic Subsidiary of obligations under the Credit Agreement.

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                    SECTION 10.18. Limitations on Designation of Unrestricted Subsidiaries. (a) The Company may designate any Restricted Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

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

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

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

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

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

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

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

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

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

                    SECTION 10.19. Provision of Financial Information. For so long as the Securities are outstanding, whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company shall file with the Commission (if permitted by Commission practice and applicable law and regulations) the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have been required so to file such documents if the Company were so subject. If, notwithstanding the preceding sentence, filing such documents by the Company with the Commission is not permitted by Commission practice or applicable law or regulations, the Company will transmit (or cause to be transmitted) by mail to the Trustee and all Holders of the Securities, as their names and addresses appear in the Securities Register, copies of such documents within 15 days after the Required Filing Date. In addition, for so long as any Securities remain outstanding, the Company will furnish to the Holders of Securities and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, and, to any beneficial Holder of Securities, if not obtainable from the Commission, information of the type that would be filed with the Commission pursuant to the foregoing provisions upon the request of any such Holder.

                    SECTION 10.20. Statement by Officers as to Default; Compliance Certificates. (a) The Company shall deliver to the Trustee, prior to March 31 in each year commencing with the year beginning on January 1, 2009, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder), and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which he may have knowledge.

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

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                    SECTION 10.21. Designation of “Designated Senior Indebtedness”. The Company shall not designate any Indebtedness other than Indebtedness Incurred under the Credit Agreement as “Designated Senior Indebtedness” under the 1⁷/₈% Convertible Notes, the 7% Notes or the 7¾% Notes. The Securities issued pursuant to this Indenture have not been designated as “Designated Senior Indebtedness” under the 1⁷/₈% Convertible Notes, the 7% Notes or the 7¾% Notes.

ARTICLE XI

Redemption of Securities

                    SECTION 11.01. Right of Redemption. The Securities are redeemable at the option of the Company, in whole or in part, at any time at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, thereon to the Redemption Date.

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

                    SECTION 11.03. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities pursuant to Section 11.01 shall be evidenced by a Board Resolution. In the event of any redemption at the election of the Company pursuant to Section 11.01, the Company shall notify the Trustee in writing, in case of a redemption of less than all the Securities, at least 60 days, and in the case of a redemption of all the Securities, at least 40 days, prior to the Redemption Date fixed by the Company (in each case, unless a shorter notice shall be satisfactory to the Trustee) of such Redemption Date and of the principal amount of Securities to be redeemed.

                    SECTION 11.04. Selection by Trustee of Securities to Be Redeemed. In the event that less than all of the Securities are to be redeemed at any time, selection of such Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not then listed on a national securities exchange, on a pro rata basis, to the extent practicable (subject to the rules of the Depositary); provided, however, that Securities shall only be redeemable in amounts of $2,000 or an integral multiple of $1,000 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.

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

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

          (i) the Redemption Date;

          (ii) the Redemption Price;

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

          (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and that interest thereon will cease to accrue on and after such Redemption Date; and

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

                    Notices of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable; provided in the latter case the Company will give the Trustee at least 10 days prior notice of the date the notice is to be given.

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

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

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                    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. Applicable High Yield Discount Obligations. If the Securities would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(l) of the Code, at the end of each “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the Securities’ issuance (each, an “AHYDO Redemption Date”), the Company will be required to redeem for cash a portion of each Security then outstanding equal to the “Mandatory Principal Redemption Amount” (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Security redeemed pursuant to any Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. “Mandatory Principal Redemption Amount” means, as of each AHYDO Redemption Date, the portion of a Security required to be redeemed to prevent such Security from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(l) of the Code. No partial redemption or repurchase of the Securities prior to any AHYDO Redemption Date will alter the Company’s obligation to make the Mandatory Principal Redemption with respect to any Securities that remain outstanding on such AHYDO Redemption Date.

ARTICLE XII

Defeasance and Covenant Defeasance

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

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

                    SECTION 12.03. Covenant Defeasance. Upon the Company’s exercise of its option to have this Section applied to the Outstanding Securities (as a whole and not in part), (i) the Company shall be released from its obligations under Section 8.01(3), Sections 10.05 through 10.19, inclusive, Section 10.21, and any covenant provided pursuant to Section 9.01(ii) and the Guarantors shall be released from their obligations under Article XIII and the Guarantees, and (ii) the occurrence of any event specified in Sections 5.01(3) and 5.01(4) (with respect to Section 8.01(3) and any of Sections 10.05 through 10.19, inclusive, and Section 10.21, and any such covenants provided pursuant to Section 9.01(ii)), shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 12.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 5.01(3) or 5.01(4)), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

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

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

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

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

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

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

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

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

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

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

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

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

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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 U.S. Government Obligations deposited pursuant to Section 12.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

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

                    SECTION 12.06. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining, or otherwise prohibiting such application, then the obligations under this Indenture, such Securities and the Guarantees from which the Company and the Guarantors have been discharged or released pursuant to Section 12.02 or 12.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 12.05 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

ARTICLE XIII

Guarantee

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

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

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

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

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

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

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                    Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranty Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

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

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

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

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

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                    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 C. Each of the Guarantors hereby agrees to execute its Guarantee in such form, to be endorsed on each Security authenticated and delivered by the Trustee.

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

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

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

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

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

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

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

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

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

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

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

UNITED RENTALS, INC.
By	/s/ Michael J. Kneeland
	Name: Michael J. Kneeland
	Title: Chief Executive Officer
THE BANK OF NEW YORK, AS TRUSTEE
By	/s/ Scott I. Klein
	Name: Scott I. Klein
	Title: Assistant Treasurer

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APPENDIX

PROVISIONS RELATING TO INITIAL SECURITIES,
ADDITIONAL SECURITIES AND EXCHANGE SECURITIES

                    1. Definitions

                    1.1 Definitions

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

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

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

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

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

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

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

                    “Purchase Agreement” means (a) the Purchase Agreement, as amended prior to or on the Issue Date, dated June 10, 2008, between the Company and Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA) and (b) any other Purchase Agreement relating to Additional Securities.

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

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

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

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

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

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

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

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

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

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

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

                    1.2 Other Definitions

Term:	Defined in Section:
“Agent Members”	2.1(c)
“IAI Global Security”	2.1(b)
“Global Security”	2.1(b)
“Regulation S Global Security”	2.1(b)
“Rule 144A Global Security”	2.1(b)

                    2. The Securities

                    2.1 Form and Dating

                    (a) The Initial Securities issued on the date hereof will be (i) offered and sold by the Company pursuant to a Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more Purchase Agreements in accordance with applicable law.

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

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

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

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

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

                    2.2 Authentication. The Trustee shall authenticate and make available for delivery upon a Company Order (a) Initial Securities for original issue on the date hereof in an aggregate principal amount of $425,000,000 (b) subject to the terms of this Indenture, Additional Securities in an unlimited aggregate principal amount and (c) the Exchange Securities for issue only in a Registered Exchange Offer pursuant to a Registration Rights Agreement and for a like principal amount of Initial Securities exchanged pursuant thereto. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08.

                    2.3 Transfer and Exchange.

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

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

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

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

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

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

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

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

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

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

               (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security (1) is being transferred to a QIB in accordance with Rule 144A, (2) is being transferred to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit C, (3) is being transferred outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act or (4) is being exchanged pursuant to another available exemption from the registration requirements of the Securities Act and the Restricted Securities Legend is removed in connection with such exchange; provided that the Company shall be provided with, if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with such exemption; and

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          (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new Global Security in the appropriate principal amount.

                    (c) Transfer and Exchange of Global Securities.

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

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

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

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

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

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                    (e) Legend.

          (i) Except as permitted by the following paragraphs (ii), (iii) or (iv), each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

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

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT, SO LONG AS THE COMPANY IS AN SEC REPORTING COMPANY, IS [THE CASE OF RULE 144A NOTES: SIX MONTHS OR OTHERWISE ONE YEAR [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR IS SUCH PERIOD AFTER THE ORIGINAL ISSUE DATE AFTER WHICH THIS SECURITY MAY BE FREELY OFFERED, SOLD OR OTHERWISE TRANSFERRED PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; PROVIDED THAT THE COMPANY SHALL BE PROVIDED WITH, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO IT AS TO THE COMPLIANCE WITH SUCH EXEMPTION, ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,

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(D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

Each Definitive Security shall bear the following additional legend:

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

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

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

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

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

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

                    (f) Automatic Exchange from Restricted Global Security to Unrestricted Global Security. Upon compliance with the following procedures, beneficial interests in a Global Security with a Restricted Securities Legend (a “Restricted Global Security”) shall be exchanged for beneficial interests in a Global Security without a Restricted Securities Legend (an “Unrestricted Global Security”). In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Security to an Unrestricted Global Security and provide the Depositary with all such information as is necessary for the Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of such exchange, which notice must include the date such exchange is proposed to occur, the CUSIP number of the relevant Restricted Global Security and the CUSIP number of the Unrestricted Global Security into which such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.3(f), the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Security shall be effected in compliance with the Securities Act. The Company may request from Holders such information it reasonably determines is required in order to be able to deliver such Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.3(f), the Security Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Securities and the Unrestricted Global Securities, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.3(f) of all of the beneficial interests in a Restricted Global Security, such Restricted Global Security shall be cancelled.

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                    (g) Transfers of Securities Held by Affiliates. Any certificate (i) evidencing a Security that has been transferred to an affiliate (as defined in Rule 405 of the Securities Act) of the Company within one year after the Issue Date, as evidenced by a notation on the assignment form for such transfer or in the representation letter delivered in respect thereof or (ii) evidencing a Security that has been acquired from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not involving any public offering, shall, until one year after the last date on which either the Company or any affiliate of the Company was an owner of such Security, in each case, be in the form of a permanent Definitive Security and bear the Restricted Securities Legend subject to the restrictions in Section 2.3(e)(i). The Security Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.3. The Company, at its sole cost and expense, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Security Registrar.

                    (h) Cancellation 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 cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, 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.

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

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

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

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

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          (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.

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

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

          2.4 Definitive Securities

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

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                    (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depositary shall direct. Any certificated Initial Security in the form of a Definitive Security delivered in exchange for an interest in the Global Security shall, except as otherwise provided by Section 2.3(e), bear the Restricted Securities Legend.

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

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

          2.5 Applicable High Yield Discount Obligations. If the Securities would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(l) of the Code, at the end of each “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the Securities’ issuance (each, an “AHYDO Redemption Date”), the Company will be required to redeem for cash a portion of each Security then outstanding equal to the “Mandatory Principal Redemption Amount” (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Security redeemed pursuant to any Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. “Mandatory Principal Redemption Amount” means, as of each AHYDO Redemption Date, the portion of a Security required to be redeemed to prevent such Security from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(l) of the Code. No partial redemption or repurchase of the Securities prior to any AHYDO Redemption Date will alter the Company’s obligation to make the Mandatory Principal Redemption with respect to any Securities that remain outstanding on such AHYDO Redemption Date.

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EXHIBIT A-1

[FORM OF SECURITY]

[FORM OF FACE OF INITIAL SECURITY]

[Global Securities Legend]

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

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

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

[Restricted Securities Legend]

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

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

2

[Regulation S Global Security Legend]

                    EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. IN EACH OF CASES (A) THROUGH (F) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN THIS REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

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

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

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

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                    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.

                    Each Security shall bear the following additional legends

                    IF THE SECURITIES WOULD OTHERWISE CONSTITUTE “APPLICABLE HIGH YIELD DISCOUNT OBLIGATIONS” WITHIN THE MEANING OF SECTION 163(I)(L) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AT THE END OF EACH “ACCRUAL PERIOD” (AS DEFINED IN SECTION 1272(A)(5) OF THE CODE) ENDING AFTER THE FIFTH ANNIVERSARY OF THE SECURITIES’ ISSUANCE (EACH, AN “AHYDO REDEMPTION DATE”), THE COMPANY WILL BE REQUIRED TO REDEEM FOR CASH A PORTION OF EACH SECURITY THEN OUTSTANDING EQUAL TO THE “MANDATORY PRINCIPAL REDEMPTION AMOUNT” (EACH SUCH REDEMPTION, A “MANDATORY PRINCIPAL REDEMPTION”). THE REDEMPTION PRICE FOR THE PORTION OF EACH SECURITY REDEEMED PURSUANT TO ANY MANDATORY PRINCIPAL REDEMPTION WILL BE 100% OF THE PRINCIPAL AMOUNT OF SUCH PORTION PLUS ANY ACCRUED INTEREST THEREON ON THE DATE OF REDEMPTION. “MANDATORY PRINCIPAL REDEMPTION AMOUNT” MEANS, AS OF EACH AHYDO REDEMPTION DATE, THE PORTION OF A SECURITY REQUIRED TO BE REDEEMED TO PREVENT SUCH SECURITY FROM BEING TREATED AS AN “APPLICABLE HIGH YIELD DISCOUNT OBLIGATION” WITHIN THE MEANING OF SECTION 163(I)(L) OF THE CODE. NO PARTIAL REDEMPTION OR REPURCHASE OF THE SECURITIES PRIOR TO ANY AHYDO REDEMPTION DATE WILL ALTER THE COMPANY’S OBLIGATION TO MAKE THE MANDATORY PRINCIPAL REDEMPTION WITH RESPECT TO ANY SECURITIES THAT REMAIN OUTSTANDING ON SUCH AHYDO REDEMPTION DATE.

                    THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS SECURITY INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY. HOLDERS SHOULD CONTACT THE COMPANY SECRETARY AT UNITED RENTALS, INC., FIVE GREENWICH OFFICE PARK, 3RD FLOOR GREENWICH, CT 06830.

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United Rentals, Inc.

14% Senior Note due 2014

No. __________	$__________
	CUSIP NO.

                    United Rentals, 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 [If a Definitive Security, insert the principal sum to be paid] to [Insert Name], or registered assigns, [If a Definitive Security, delete the following: the principal sum listed on the Schedule of Increases or Decreases in Global Security attached hereto] on June 15, 2014 and to pay interest thereon from June 10, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on June 15 and December 15 in each year, commencing December 15, 2008 at the rate of 14% 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 14% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or duly provided for. The interest so payable and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 and December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

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

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

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                    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.

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

	UNITED RENTALS, INC.
By
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated: 

THE BANK OF NEW YORK, AS TRUSTEE

By:
	Authorized Signatory

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Form of Reverse of Security

                    This Security is one of a duly authorized issue of Securities of the Company designated as 14% Senior Notes due 2014 (herein called the “Initial Securities”), limited in aggregate principal amount on the Issue Date to $425,000,000 issued and to be issued under an Indenture, dated as of June 10, 2008 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company and The Bank of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Company shall be entitled, subject to its compliance with Section 10.08 of the Indenture, to issue Additional Securities pursuant to Section 3.13 of the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities and the Exchange Securities referred to below, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities issued on the Issue Date, any Additional Securities and the Exchange Securities are treated as a single class of securities under the Indenture.

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

                    This Security is redeemable at the option of the Company, in whole or in part, at any time at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, thereon to the Redemption Date.

                    The Securities are not subject to any sinking fund.

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

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

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

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

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

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

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

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

                    This Security is issuable only in registered form without coupons in denominations of $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 be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

                    Pursuant to the Registration Rights Agreement by and among the Company and Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA), the Company will be obligated to consummate a Registered Exchange Offer pursuant to which the Holder of this Security shall have the right to exchange this Security (whether issued on the Issue Date or issued thereafter as an Additional Security) for 14% Senior Notes due 2014, Series B, of the Company (herein called the “Exchange Securities”), which have been registered under the Securities Act, in like principal amount and having identical terms as the Initial Securities (other than as set forth in this paragraph). The Holders of Initial Securities shall be entitled to receive certain additional interest payments in the event such Registered Exchange Offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement. Such additional interest will constitute liquidated damages and will be the exclusive monetary remedy available to the Holder of this Security in respect of a Registration Default (as defined in the Registration Rights Agreement), but without prejudice to any non-monetary remedies otherwise available to such Holder, whether pursuant to the Registration Rights Agreement or otherwise.

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

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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 may be Guaranteed pursuant to Guarantees endorsed hereon as provided in the Indenture. Each Holder, by holding this Security, agrees to all of the terms and provisions of said Guarantees. The Indenture provides that each Guarantor shall be released from its Guarantee upon compliance with certain conditions.

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

                    The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York.

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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.

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

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

The undersigned (check one box below):

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

o has requested the Trustee by written order to deliver in exchange for its Security or Securities in definitive, registered form a beneficial interest in a Global Security to be held by the Depositary in an aggregate principal amount equal to the aggregate principal amount of such Security or Securities indicated above;

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

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

CHECK ONE BOX BELOW

(1)	o to the Company; or
(2)	o to the Security Registrar for registration in the name of the Holder, without transfer; or
(3)	o pursuant to an effective registration statement under the Securities Act of 1933; or
(4)	o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(5)	o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or

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(6)	o to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements;
(7)	o pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933; or
(8)	o pursuant to another available exemption from the registration requirements of the Securities Act and the Restricted Securities Legend is removed in connection with such exchange or transfer in accordance with the provisions of the Indenture.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6), (7) or (8) 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

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____________________________________________________________

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

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

Dated:
	NOTICE:	To be executed by an executive officer

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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

Date of
Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian

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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 10.13 or 10.14 of the Indenture, check the applicable box:

                    Section 10.13 o

                    Section 10.14 o

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

Dated:	Your Signature:
	(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:

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

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Exhibit A-2

[Global Securities Legend]

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

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

                    IF THE SECURITIES WOULD OTHERWISE CONSTITUTE “APPLICABLE HIGH YIELD DISCOUNT OBLIGATIONS” WITHIN THE MEANING OF SECTION 163(I)(L) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AT THE END OF EACH “ACCRUAL PERIOD” (AS DEFINED IN SECTION 1272(A)(5) OF THE CODE) ENDING AFTER THE FIFTH ANNIVERSARY OF THE SECURITIES’ ISSUANCE (EACH, AN “AHYDO REDEMPTION DATE”), THE COMPANY WILL BE REQUIRED TO REDEEM FOR CASH A PORTION OF EACH SECURITY THEN OUTSTANDING EQUAL TO THE “MANDATORY PRINCIPAL REDEMPTION AMOUNT” (EACH SUCH REDEMPTION, A “MANDATORY PRINCIPAL REDEMPTION”). THE REDEMPTION PRICE FOR THE PORTION OF EACH SECURITY REDEEMED PURSUANT TO ANY MANDATORY PRINCIPAL REDEMPTION WILL BE 100% OF THE PRINCIPAL AMOUNT OF SUCH PORTION PLUS ANY ACCRUED INTEREST THEREON ON THE DATE OF REDEMPTION. “MANDATORY PRINCIPAL REDEMPTION AMOUNT” MEANS, AS OF EACH AHYDO REDEMPTION DATE, THE PORTION OF A SECURITY REQUIRED TO BE REDEEMED TO PREVENT SUCH SECURITY FROM BEING TREATED AS AN “APPLICABLE HIGH YIELD DISCOUNT OBLIGATION” WITHIN THE MEANING OF SECTION 163(I)(L) OF THE CODE. NO PARTIAL REDEMPTION OR REPURCHASE OF THE SECURITIES PRIOR TO ANY AHYDO REDEMPTION DATE WILL ALTER THE COMPANY’S OBLIGATION TO MAKE THE MANDATORY PRINCIPAL REDEMPTION WITH RESPECT TO ANY SECURITIES THAT REMAIN OUTSTANDING ON SUCH AHYDO REDEMPTION DATE.

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                    THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS SECURITY INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY. HOLDERS SHOULD CONTACT THE COMPANY SECRETARY AT UNITED RENTALS, INC., FIVE GREENWICH OFFICE PARK, 3RD FLOOR GREENWICH, CT 06830.

United Rentals, Inc.

14% Senior Note due 2014, Series B

No.	$
		CUSIP NO.

                    United Rentals, 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 [If a Definitive Security, insert the principal sum to be paid] to [Insert Name], or registered assigns, [If a Definitive Security, delete the following: the principal sum listed on the Schedule of Increases or Decreases in Global Security attached hereto] on June 15, 2014 and to pay interest thereon from June 10, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on June 15and December 15 in each year, commencing December 15, 2008 at the rate of 14% 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 14% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or duly provided for. The interest so payable and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 and December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

20

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

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

                    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.

21

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

UNITED RENTALS, INC.
By
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:

THE BANK OF NEW YORK, AS TRUSTEE

By:
	Authorized Signatory

22

Form of Reverse of Security

                    This Security is one of a duly authorized issue of Securities of the Company designated as 14% Senior Notes due 2014, Series B (herein called the “Exchange Securities”), limited in aggregate principal amount on the Issue Date to $425,000,000 issued and to be issued under an Indenture, dated as of June 10, 2008 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company and The Bank of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Company shall be entitled, subject to its compliance with Section 10.08 of the Indenture, to issue Additional Securities pursuant to Section 3.13 of the Indenture. The Securities include the Initial Securities issued on the Issue Date, any Additional Securities and the Exchange Securities, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities issued on the Issue Date, any Additional Securities and the Exchange Securities are treated as a single class of securities under the Indenture.

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

                    This Security is redeemable at the option of the Company, in whole or in part, at any time at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, thereon to the Redemption Date.

                    The Securities are not subject to any sinking fund.

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

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

23

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

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

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

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

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

24

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

                    This Security is issuable only in registered form without coupons in denominations of $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 be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

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

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

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

                    The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York.

25

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.

26

OPTION OF HOLDER TO ELECT PURCHASE

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

                    Section 10.13 o

                    Section 10.14 o

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

Dated:	Your Signature:
	(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:

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

27

EXHIBIT B

[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

GUARANTEE

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

          Subject to the terms of the Indenture, this Guarantee shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.

          This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the signature of one of its authorized signatories.

          Notwithstanding any other provision of the Indenture or this Guarantee, under the Indenture and this Guarantee the maximum aggregate amount of the obligations guaranteed by the Guarantor shall not exceed the maximum amount that can be guaranteed without rendering the Indenture or this Guarantee, as it relates to such Guarantor, voidable under applicable federal or state law relating to fraudulent conveyance or fraudulent transfer. This Guarantee shall be governed by the internal laws of the State of New York.

[Signature page follows]

[ __________________________________ ]
By
	Name:
	Title:

2

EXHIBIT C

Form of
Transferee Letter of Representation

The Bank of New York
101 Barclay Street
New York, NY 10286
Attn: Corporate Trust Administration

United Rentals, Inc.
Five Greenwich Office Park, 3rd Floor
Greenwich, CT 06830

Ladies and Gentlemen:

                    This certificate is delivered to request a transfer of $___________ principal amount of the 14% Senior Notes due 2014 (the “Notes”) of United Rentals, Inc. (the “Company”).

                    Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name: ____________________________________________________

Address: __________________________________________________

Taxpayer ID Number: _________________________________________

                    The undersigned represents and warrants to you that:

                    1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

3

                    2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year or, so long as the Company is a reporting company under the Securities Exchange Act of 1934, as amended, six months after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) or is such period after the date of original issue after which the Notes may be freely offered, sold or otherwise transferred pursuant to another available exemption from the registration requirements of the Securities Act; provided that the Company shall be provided with, if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with such exemption (the “resale restriction termination date”) only (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a “qualified institutional buyer” as defined in Rule 144A that is purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor acquiring the Notes for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Notes of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act, or (f) pursuant to another available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the resale restriction termination date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the resale restriction termination date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee.

TRANSFEREE: __________________________________

by: ______________________________________

4

EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

Dated as of June 9, 2008

among

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as the Lenders

and

BANK OF AMERICA, N.A.

as Agent, U.S. Swingline Lender and Letter of Credit Issuer

BANK OF AMERICA, N.A. (acting through its Canada Branch)

as Canadian Swingline Lender and as a Canadian Funding Bank

and

UBS SECURITIES LLC

as the Syndication Agent

UBS AG CANADA BRANCH

as a Canadian Funding Bank

and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Co-Documentation Agent

WACHOVIA CAPITAL FINANCE CORPORATION (CANADA)

as a Canadian Funding Bank

and

WELLS FARGO FOOTHILL, LLC

as Co-Documentation Agent

and

UNITED RENTALS (NORTH AMERICA), INC.

and certain of its Subsidiaries

as the U.S. Borrowers

UNITED RENTALS, INC.

and certain of its Subsidiaries

as the Guarantors

UNITED RENTALS OF CANADA, INC.

and UNITED RENTALS ALBERTA HOLDING, LP

as the Canadian Borrowers

UNITED RENTALS FINANCING LIMITED PARTNERSHIP

as the Specified Loan Borrower

and

BANC OF AMERICA SECURITIES LLC and

UBS SECURITIES LLC

as the Joint Lead Arrangers

and

BANC OF AMERICA SECURITIES LLC

UBS SECURITIES LLC and

WACHOVIA CAPITAL MARKETS, LLC

as the Joint Book Managers

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
1.1	Defined Terms	2
1.2	Accounting Terms	55
1.3	Interpretive Provisions	55
1.4	Classification of Loans and Borrowings	56
1.5	Effectuation of Transactions	56
1.6	Currency	56
ARTICLE II LOANS AND LETTERS OF CREDIT
2.1	Credit Facilities	57
2.2	Revolving Loans	58
2.3	Specified Loans	58
2.4	Letters of Credit	58
2.5	U.S. Loan Administration	62
2.6	Canadian Revolving Loan Administration	65
2.7	Reserves; Bank Products	69
2.8	Increase of Commitments; Additional Lenders	70
2.9	Canadian Revolver Adjustments	72
2.10	Specified Loan Administration	73
ARTICLE III INTEREST AND FEES
3.1	Interest	75
3.2	Continuation and Conversion Elections	76
3.3	Maximum Interest Rate	78
3.4	Closing Fees	78
3.5	Unused Line Fee	78
3.6	Letter of Credit Fees	79
ARTICLE IV PAYMENTS AND PREPAYMENTS
4.1	Payments and Prepayments	79
4.2	Out-of-Formula Condition	80
4.3	Mandatory Prepayments	80
4.4	Termination or Reductions of Facilities	81
4.5	LIBOR Loan and BA Equivalent Loans Prepayments	82
4.6	Payments by the Borrowers	82
4.7	Apportionment, Application and Reversal of Payments	82

i

4.8	Indemnity for Returned Payments	83
4.9	Agent’s and Lenders’ Books and Records; Monthly Statements	83
4.10	Borrowers’ Agent	84
4.11	Joint and Several Liability	84
4.12	Obligations Absolute	85
4.13	Waiver of Suretyship Defenses	85
4.14	Contribution and Indemnification among the Borrowers	86
4.15	Excess Resulting from Exchange Rate Change	86
ARTICLE V TAXES, YIELD PROTECTION AND ILLEGALITY
5.1	Taxes	86
5.2	Illegality	88
5.3	Increased Costs and Reduction of Return	88
5.4	Funding Losses	89
5.5	Inability to Determine Rates	89
5.6	Certificates of Agent	90
5.7	Survival	90
5.8	Assignment of Commitments Under Certain Circumstances	90
ARTICLE VI BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES; CURRENCY
6.1	Books and Records	91
6.2	Financial Information	91
6.3	Notices to the Agent	93
6.4	Collateral Reporting	95
ARTICLE VII GENERAL WARRANTIES AND REPRESENTATIONS
7.1	Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	96
7.2	Validity and Priority of Security Interest	97
7.3	Organization and Qualification	97
7.4	Corporate Name; Prior Transactions	97
7.5	Subsidiaries	97
7.6	Financial Statements; Borrowing Base Certificate and Projections	97
7.7	Capitalization	98
7.8	Solvency	98
7.9	Debt and Lien	98
7.10	Real Estate; Leases	98
7.11	Proprietary Rights	99
7.12	Litigation	99
7.13	Labor Disputes	99
7.14	Environmental Laws	100
7.15	No Violation of Law	100

ii

7.16	No Default	100
7.17	ERISA Compliance	100
7.18	Taxes	101
7.19	Regulated Entities	101
7.20	Use of Proceeds; Margin Regulations	101
7.21	No Material Adverse Change	102
7.22	Full Disclosure	102
7.23	Government Authorization	102
7.24	Rental Equipment	102
7.25	Leases	102
7.26	Anti-Terrorism Laws	102
7.27	Confidential Information Memorandum	103
7.28	Insurance	103
7.29	Casualty, Etc	103
7.30	Designation of Senior Debt	103
ARTICLE VIII AFFIRMATIVE AND NEGATIVE COVENANTS
8.1	Taxes and Other Obligations	103
8.2	Legal Existence and Good Standing	104
8.3	Compliance with Law and Agreements; Maintenance of Licenses	104
8.4	Maintenance of Property, Inspection	104
8.5	Insurance	105
8.6	Insurance and Condemnation Proceeds	106
8.7	Environmental Laws	106
8.8	Compliance with ERISA	106
8.9	Accounting Changes	107
8.10	Mergers, Consolidations or Sales	107
8.11	Distributions; Restricted Investments	108
8.12	Guarantees	108
8.13	Debt	108
8.14	Prepayments of Debt	110
8.15	Transactions with Affiliates	111
8.16	Investment Banking and Finder’s Fees	111
8.17	Business Conducted	111
8.18	Liens	111
8.19	Restrictive Agreements	111
8.20	Sale and Leaseback Transactions	112
8.21	Fiscal Year	112
8.22	Fixed Charge Coverage Ratio	112
8.23	Senior Secured Leverage Ratio	113
8.24	Anti-Terrorism Laws	113
8.25	Additional Obligors	114
8.26	Compliance with Terms of Leaseholds	115
8.27	Bank and Securities Accounts; Cash Dominion	115
8.28	Use of Proceeds	116

iii

8.29	Further Assurances	116
8.30	6½% Senior Notes	116
8.31	Qualified Receivables Transactions.	116
8.32	Designation of Other Senior Debt	117
8.33	Certain Documents; Borrowers	117
8.34	Post-Closing Covenant	117
ARTICLE IX CONDITIONS OF LENDING
9.1	Conditions Precedent to Making of Loans on the Closing Date	118
9.2	Conditions Precedent to Each Loan	121
ARTICLE X DEFAULT; REMEDIES
10.1	Events of Default	122
10.2	Remedies	125
ARTICLE XI TERM AND TERMINATION
11.1	Term and Termination	126
ARTICLE XII AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS
12.1	Amendments and Waivers	127
12.2	Assignments; Participations	129
ARTICLE XIII THE AGENT
13.1	Appointment and Authorization	133
13.2	Delegation of Duties	134
13.3	Liability of Agent	135
13.4	Reliance by Agent	135
13.5	Notice of Default	135
13.6	Credit Decision	136
13.7	Indemnification	136
13.8	Agent in Individual Capacity	137
13.9	Successor Agent	137
13.10	Withholding Tax	137
13.11	Collateral Matters	139
13.12	Restrictions on Actions by Lenders; Sharing of Payments	140
13.13	Agency for Perfection	141
13.14	Payments by Agent to Lenders	142
13.15	Settlement	142
13.16	Letters of Credit; Intra-Lender Issues	145

iv

13.17	Canadian Revolving Loans; Intra-Lender Issues	148
13.18	Concerning the Collateral and the Related Loan Documents	153
13.19	Field Audit and Examination Reports; Disclaimer by Lenders	154
13.20	Relation Among Lenders	154
13.21	Arrangers; Agent	154
13.22	The Register	155
ARTICLE XIV MISCELLANEOUS
14.1	No Waivers; Cumulative Remedies	156
14.2	Severability	156
14.3	Governing Law; Choice of Forum; Service of Process	156
14.4	WAIVER OF JURY TRIAL	157
14.5	Survival of Representations and Warranties	157
14.6	Other Security and Guarantees	158
14.7	Fees and Expenses	158
14.8	Notices	159
14.9	Waiver of Notices	160
14.10	Binding Effect	160
14.11	Indemnity of the Agent and the Lenders	160
14.12	Limitation of Liability	161
14.13	Final Agreement	161
14.14	Counterparts; Facsimile Signatures	161
14.15	Captions	162
14.16	Right of Setoff	162
14.17	Confidentiality	162
14.18	Conflicts with Other Loan Documents	163
14.19	Collateral Matters	163
14.20	No Fiduciary Relationship	163
14.21	Judgment Currency	163
14.22	Canadian Lenders	164
14.23	U.S. Lenders	164
14.24	USA PATRIOT Act	164

v

EXHIBITS AND SCHEDULES
EXHIBIT A	FORM OF BORROWING BASE CERTIFICATE
EXHIBIT B-1	U.S. NOTICE OF BORROWING
EXHIBIT B-2	CANADIAN NOTICE OF BORROWING
EXHIBIT B-3	SPECIFIED LOAN NOTICE OF BORROWING
EXHIBIT C-1	FORM OF U.S. NOTICE OF CONTINUATION/CONVERSION
EXHIBIT C-2	FORM OF CANADIAN NOTICE OF CONTINUATION/CONVERSION
EXHIBIT C-3	FORM OF SPECIFIED LOAN NOTICE OF CONTINUATION/CONVERSION
EXHIBIT D	FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT F	PERFECTION CERTIFICATE
EXHIBIT G	FORM OF SOLVENCY CERTIFICATE
SCHEDULE 1.1	LENDERS’ COMMITMENTS
SCHEDULE 1.2	U.S. SUBSIDIARY BORROWERS
SCHEDULE 1.3	IMMATERIAL SUBSIDIARIES
SCHEDULE 1.4	RECEIVABLES ENTITIES
SCHEDULE 7.4	PRIOR NAMES AND TRANSACTIONS
SCHEDULE 7.5	SUBSIDIARIES
SCHEDULE 7.7	CAPITALIZATION
SCHEDULE 7.10	REAL ESTATE; LEASES
SCHEDULE 7.12	LITIGATION
SCHEDULE 7.13	LABOR DISPUTES
SCHEDULE 7.14	ENVIRONMENTAL LAW
SCHEDULE 7.17	ERISA AND PENSION PLAN COMPLIANCE
SCHEDULE 7.18	TAXES
SCHEDULE 8.11	PERMITTED INVESTMENTS
SCHEDULE 8.13	DEBT
SCHEDULE 8.15	AFFILIATE TRANSACTIONS

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CREDIT AGREEMENT

          This Credit Agreement dated as of June 9, 2008, among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Bank of America, N.A., with an office at 335 Madison Avenue, New York, New York 10017, as Agent, U.S. Swingline Lender and Letter of Credit Issuer, Bank of America, N.A. (acting through its Canada branch), with an office at 200 Front Street West, Toronto, Ontario, M5V 3L2, as Canadian Swingline Lender and as a Canadian Funding Bank, UBS Securities LLC, as the syndication agent (in its capacity as the syndication agent, the “Syndication Agent”), UBS AG Canada Branch, as a Canadian Funding Bank, Wachovia Bank, National Association, as a co-documentation agent (in its capacity as a co-documentation agent, a “Co-Documentation Agent”), Wachovia Capital Finance Corporation (Canada), as a Canadian Funding Bank, Wells Fargo Foothill, LLC, as a co-documentation agent (in its capacity as a co-documentation agent, a “Co-Documentation Agent”), United Rentals, Inc., a Delaware corporation, with offices at Five Greenwich Office Park, Greenwich, Connecticut 06831 (“Holdings”), United Rentals(North America), Inc., a Delaware corporation, with offices at Five Greenwich Office Park, Greenwich, Connecticut 06831 (the “Company”), each Subsidiary that is listed on Schedule 1.2 (the “U.S. Subsidiary Borrowers” and, together with the Company, the “U.S. Borrowers”), United Rentals of Canada, Inc., a company formed under the federal laws of Canada (“URC”), United Rentals Alberta Holding, LP (“URA” and, together with URC, the “Canadian Borrowers”), United Rentals Financing Limited Partnership, a Delaware partnership (the “Specified Loan Borrower”) and the Guarantors (as defined below) party hereto.

W I T N E S S E T H:

          WHEREAS, the Borrowers have requested that the U.S. Lenders make available a revolving credit facility, portions of which may be used from time to time by the U.S. Borrowers and the Specified Loan Borrower, in each case on the terms and conditions specified herein;

          WHEREAS, the Borrowers have requested that the Canadian Lenders make available a revolving credit facility, which may be used from time to time by the Canadian Borrowers, in each case on the terms and conditions specified herein;

          WHEREAS, all Obligations incurred pursuant hereto are and shall continue to be secured by, among other things, the Security Agreements and the other Loan Documents, in each case as and to the extent set forth herein and therein; and

          WHEREAS, each of the U.S. Guarantors has agreed to guarantee the Obligations of each of the Borrowers, and each of the Canadian Guarantors has agreed to guarantee the Obligations of each Canadian Borrower.

          NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

          1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

          “1⅞% Convertible Senior Subordinated Note Indenture” means that certain Indenture dated October 31, 2003 among United Rentals, the Company, as guarantor, and The Bank of New York, as Trustee, as amended, modified and supplemented from time to time prior to the date hereof.

          “1⅞% Convertible Senior Subordinated Notes” means the 1⅞% Convertible Senior Subordinated Notes due 2023 issued by the Company pursuant to the 1⅞% Convertible Senior Subordinated Note Indenture.

          “6½% QUIPS” means the 6½% Convertible Subordinated Debentures due 2028 issued by United Rentals pursuant to the 6½% Convertible QUIPS Debenture Indenture.

          “6½% QUIPS Debenture Indenture” means that certain Indenture dated as of August 5, 1998 between United Rentals Holdings, Inc. and The Bank of New York, as Trustee, as amended, modified and supplemented from time to time prior to the date hereof.

          “6½% Senior Note Indenture” means that certain Indenture dated as of February 17, 2004 among the Company, the guarantors named therein and The Bank of New York, as Trustee, as amended, modified and supplemented from time to time prior to the date hereof.

          “6½% Senior Notes” means the 6½% Senior Notes due 2012 issued by the Company pursuant to the 6½% Senior Note Indenture.

          “7% Senior Subordinated Note Indenture” means that certain Indenture dated as of January 28, 2004 among the Company, the guarantors named therein and The Bank of New York, as Trustee, as amended, modified and supplemented from time to time prior to the date hereof.

          “7% Senior Subordinated Notes” means the 7% Senior Subordinated Notes due 2014 issued by the Company pursuant to the 7% Senior Subordinated Note Indenture.

          “7¾% Senior Subordinated Note Indenture” means that certain Indenture dated November 12, 2003 among the Company, the guarantors named therein, and The Bank of New York, as Trustee as amended, modified and supplemented from time to time prior to the date hereof.

          “7¾% Senior Subordinated Notes” means the 7¾% Senior Subordinated Notes due 2013 issued by the Company pursuant to the 7¾% Senior Subordinated Note Indenture.

          “Accommodation Payment” has the meaning specified in Section 4.14.

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          “Accounts” means, with respect to each Obligor and its Subsidiaries, all of such Obligor’s or such Subsidiary’s now owned or hereafter acquired or arising accounts, as defined in the UCC or the PPSA, as applicable, and Leases, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance, all Progress Billings, and all rentals, lease payments and other monies due and to become due under any Lease.

          “Account Debtor” means each Person obligated in any way on or in connection with an Account, Chattel Paper or General Intangibles (including a payment intangible).

          “Acquisition Consideration” means the sum of cash and notes disbursed or issued to sellers under a Permitted Acquisition plus funded debt of the sellers or the Target assumed (or, in the case of the Target, retained) by the Borrowers and their respective Subsidiaries (including, if applicable, the Target) to the extent permitted by the Agreement.

          “Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, twenty-five percent (25%) or more of the outstanding equity interests of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, when used with respect to the Agent or any Lender or Canadian Funding Bank, the term “Affiliate” shall include any “authorized foreign bank” for purposes of the Income Tax Act (Canada) of such Person.

          “Agent” means Bank of America, N.A., as the agent for the Lenders under this Agreement, or any successor agent.

          “Agent Advances” means the U.S. Agent Advances and Canadian Agent Advances, as the context requires.

          “Agent’s Liens” means the Liens in the Collateral granted to the Agent, for the benefit of the Secured Parties, pursuant to the Agreement and the other Loan Documents.

          “Agent-Related Persons” means the Agent, together with its Affiliates, and the officers, directors, employees, counsel, representatives, agents and attorneys-in-fact of the Agent and such Affiliates.

          “Aggregate Canadian Revolver Outstandings” means, at any date of determination and without duplication, the Equivalent Amount in Dollars of the unpaid principal balance of Canadian Revolving Loans.

          “Aggregate Canadian Revolver Outstandings Funded On U.S. Borrowing Base” means, at any date of determination and without duplication, (a) the Aggregate Canadian Revolver Outstandings, minus (b) the lesser of (i) the Maximum Canadian Revolver Amount and (ii) the Canadian Borrowing Base.

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          “Aggregate Revolver Outstandings” means, at any date of determination and without duplication, the Equivalent Amount in Dollars of the sum of (a) the Aggregate U.S. Revolver Outstandings and (b) the Aggregate Canadian Revolver Outstandings.

          “Aggregate U.S. Revolver Outstandings” means, at any date of determination and without duplication, the Equivalent Amount in Dollars of the sum of (a) the unpaid principal balance of U.S. Revolving Loans and Specified Loans, (b) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit, and (c) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit.

          “Agreement” means this Credit Agreement, as from time to time amended, modified or restated.

          “Agreement Date” means the date of the Agreement.

          “Allocable Amount” has the meaning specified in Section 4.14.

          “Anti-Terrorism Laws” means any Executive Order administered by the U.S. Treasury Department Office of Foreign Asset Control (OFAC), and the Proceeds of Crime Act.

          “Applicable Margin” means a percentage equal to (a) (i) with respect to the U.S. Revolving Loans that are Base Rate Loans, 1.75% and (ii) with respect to the Canadian Revolving Loans that are Canadian Prime Rate Loans, 1.75% and (b) (i) with respect to U.S. Revolving Loans that are LIBOR Loans, 2.75%, (ii) with respect to Canadian Revolving Loans that are BA Equivalent Loans, 2.75% and (iii) with respect to Specified Loans that are BA Equivalent Loans, 2.75%; provided that, from and after December 9, 2008, the Applicable Margin shall be determined from time to time on the basis of the Total Leverage Ratio, as follows:

Level	Total Leverage Ratio	Applicable Margin for U.S. Revolving Loans that are Base Rate Loans	Applicable Margin for U.S. Revolving Loans that are LIBOR Loans	Applicable Margin for Canadian Revolving Loans that are Canadian Prime Rate Loans	Applicable Margin for Canadian Revolving Loans and Specified Loans that are BA Equivalent Loans
I	At least 3.5x	2.00%	3.00%	2.00%	3.00%
II	Below 3.5x but at least 2.5x	1.75%	2.75%	1.75%	2.75%
III	Below 2.5x but at least 1.5x	1.50%	2.50%	1.50%	2.50%
IV	Below 1.5x	1.25%	2.25%	1.25%	2.25%

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          On December 9, 2008, and thereafter until further adjusted as provided below, the Applicable Margin shall be determined on the basis of the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter prior to such date. Thereafter, adjustments in the Applicable Margin shall be implemented quarterly on a prospective basis, on the fifth Business Day after the date of delivery to the Lenders of unaudited Financial Statements delivered under Section 6.2(b) with respect to any Fiscal Quarter end or annual audited Financial Statements delivered under Section 6.2(a), as applicable, evidencing the need for an adjustment. Concurrently with the delivery of those Financial Statements, the Borrowers shall deliver to the Agent and the Lenders the certificate described in Section 6.2(c). Failure to deliver such Financial Statements and certificate within ten (10) Business Days after the date such Financial Statements are due shall, in addition to any other remedy provided for in the Agreement, result in an increase in the Applicable Margin to the highest level set forth in the foregoing grid, until the fifth Business Day following the delivery of those Financial Statements and certificate demonstrating that such an increase is not required. If any Event of Default has occurred and is continuing at the time any reduction in the Applicable Margin is to be implemented in accordance with the foregoing, no reduction shall occur until the fifth Business Day after the date on which such Event of Default is waived or cured.

          “Applicable Period” has the meaning specified in Section 3.1(c).

          “Applicable Unused Line Fee Margin” means, with respect to any period, (a) 0.375%, if the sum of the average daily outstanding principal amount of all Loans (other than Swingline Loans) plus the average daily undrawn face amount of all outstanding Letters of Credit during such period is greater than 66% of the amount of the Revolving Credit Commitments; (b) 0.50%, if the sum of the average daily outstanding principal amount of all Loans (other than Swingline Loans) plus the average daily undrawn face amount of all outstanding Letters of Credit during such period is less than or equal to 66%, and greater than 33%, of the amount of the Revolving Credit Commitments; and (c) 0.625%, if the sum of the average daily outstanding principal amount of all Loans (other than Swingline Loans) plus the average daily undrawn face amount of all outstanding Letters of Credit during such period is less than or equal to 33% of the amount of the Revolving Credit Commitments.

          “Appraisal” means an appraisal, prepared on a basis reasonably satisfactory to the Agent, setting forth the Net Orderly Liquidation Value of all Rental Equipment, which appraisal shall be prepared in accordance with Section 8.4(c).

          “Approved Fund” means any Person (other than a natural person) that is engaged in making, holding or investing in extensions of credit in its ordinary course of business and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

          “Arrangers” means Banc of America Securities LLC and UBS Securities LLC.

          “Asset Disposition” means any sale, lease, assignment, transfer, or other disposition of any Collateral to any Person other than the Obligors (including any condemnation or destruction of Collateral), other than:

          (a) sales, leases, assignments, transfers, rentals or other disposals of Equipment and Inventory in the ordinary course of business;

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          (b) sales, transfers or other dispositions of obsolete, surplus or worn-out property or property that is no longer necessary in the business of the Borrowers and their Subsidiaries;

          (c) Like-Kind Exchanges in the ordinary course of business;

          (d) dispositions of cash and cash equivalents pursuant to any transaction permitted under the Loan Documents;

          (e) sales, discounting or forgiveness of Accounts in connection with the collection or compromise thereof;

          (f) sales, assignments and other transfers of Accounts and Related Assets to a Receivables Entity, so long as the requirements included in the definition of Qualified Receivables Transactions have been satisfied;

          (g) licenses and sublicense of software, trademarks, patents and other intellectual property and proprietary rights which do not materially interfere with the business of the Borrower and its Subsidiaries;

          (h) transfers, assignments and other dispositions constituting Permitted Distributions, Permitted Investments or Permitted Liens;

          (i) any issuance of Stock by a Subsidiary of a Borrower to a Borrower or another Subsidiary of a Borrower; and

          (j) sales, transfers and other dispositions of property for aggregate consideration of less than $10,000,000 with respect to any individual transaction, provided that the aggregate amount of such sales, transfers and other dispositions excluded by this clause (j) shall not exceed $20,000,000 during any Fiscal Year.

          “Assignee” has the meaning specified in Section 12.2(a).

          “Assignment and Acceptance” means an assignment and acceptance agreement entered into by one or more Lenders and Eligible Assignees (with the consent of any party whose consent is required by Section 12.2(a)), and accepted by the Agent, in substantially the form of Exhibit E or any other form approved by the Agent.

          “Attorney Costs” means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external counsel engaged by the Agent (including one primary counsel and not more than one local counsel for each jurisdiction (including foreign jurisdictions)).

          “Authorized Foreign Bank” has the meaning ascribed thereto by subsection 248(1) of the Income Tax Act (Canada), and, by reference therein, the meaning ascribed thereto by Section 2 of the Bank Act (Canada).

          “Availability” means U.S. Availability or Canadian Availability, as the context requires.

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          “BA Equivalent Interest Payment Date” means, with respect to a BA Equivalent Loan, (i) the last day of each BA Equivalent Interest Period applicable to such BA Equivalent Loan, (ii) if such BA Equivalent Interest Period is longer than three months, each three month anniversary of the making of such BA Equivalent Loan and (iii) the Termination Date.

          “BA Equivalent Interest Period” means, with respect to each BA Equivalent Loan, the interest period applicable thereto, as determined pursuant to Section 2.6(b).

          “BA Equivalent Loan” means a Specified Loan or a Canadian Revolving Loan that bears interest based on the BA Rate.

          “BA Rate” means, for the BA Equivalent Interest Period of each BA Equivalent Loan, the rate of interest per annum equal to the annual rates applicable to Canadian Dollar Bankers’ Acceptances having an identical or comparable term as the proposed BA Equivalent Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuter Monitor Money Rates Service as at approximately 10:00 a.m. New York City time on such day (or, if such day is not a Business Day, as of 10:00 a.m. New York City time on the immediately preceding Business Day), plus five (5) basis points, provided that if such rates do not appear on the CDOR Page at such time on such date, the rate for such date will be the average of the annual discount rates (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. New York City time on such day at which the Canadian chartered banks listed on Schedule 1 of the Bank Act (Canada) are then offering to purchase Canadian Dollar Bankers’ Acceptances accepted by them having such specified term (or a term as closely as possible comparable to such specified term), plus five (5) basis points.

          “Bank” means, as the context requires, (a) the U.S. Bank or (b) the Canadian Bank. Any general reference to the “Bank” shall refer to the U.S. Bank with respect to the U.S. Credit Facilities and/or the Canadian Bank with respect to the Canadian Credit Facilities, as applicable.

          “Bank of America” means Bank of America, N.A. and its successors.

          “Bank Products” means (a) Hedge Agreements, (b) products and services under Cash Management Documents and (c) to the extent not otherwise included in the foregoing, any or all types of banking products, services or facilities (other than Letters of Credit), including credit card services, merchant card services and such other banking products or services as, in the case of each of clauses (a), (b) and (c), may be requested by any Borrower (on behalf of itself or its Subsidiaries) and extended to any Borrower by the Agent or any Person that was a Lender or an Affiliate of the Agent or any Lender at the time it entered into the same.

          “Bank Product Reserves” means all reserves which the Agent from time to time establishes in its Reasonable Credit Judgment for the Designated Bank Products Obligations then outstanding.

          “Bankruptcy Code” has the meaning specified in Section 4.14.

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          “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

          “Base Rate Loan” means any U.S. Revolving Loan during any period for which it bears interest based on the Base Rate, and all U.S. Agent Advances and U.S. Swingline Loans.

          “BIA” means the Bankruptcy and Insolvency Act (Canada) and the regulations promulgated thereunder.

          “Blocked Account Agreement” has the meaning specified in Section 8.27.

          “Blocked Person” means (a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (b) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any applicable Anti-Terrorism Law; and (c) a Person or entity that is named as a “specially designated national” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list.

          “Borrowers” means the U.S. Borrowers, the Canadian Borrowers and the Specified Loan Borrower.

          “Borrowers’ Agent” means the Company, in its capacity as agent for itself and the other Borrowers pursuant to Section 4.10.

          “Borrowing” means a borrowing hereunder consisting of Loans of one Type made on the same day by Lenders to any Borrower (or (a) by the U.S. Bank in the case of a Borrowing funded by U.S. Swingline Loans or by the Agent in the case of a Borrowing consisting of a U.S. Agent Advance, or by the U.S. Bank for the issuance of Letters of Credit hereunder or (b) by the Canadian Bank in the case of a Borrowing funded by Canadian Swingline Loans or by the Agent in the case of a Borrowing consisting of a Canadian Agent Advance.

          “Borrowing Base” means the U.S. Borrowing Base or the Canadian Borrowing Base, as the context requires.

          “Borrowing Base Certificate” means a certificate by a Responsible Officer of the Borrowers’ Agent, substantially in the form of Exhibit A (or another form reasonably acceptable to the Agent) setting forth the calculation of the U.S. Borrowing Base and the Canadian Borrowing Base, including a calculation of each component thereof, all in such detail as shall be reasonably satisfactory to the Agent, as adjusted pursuant to Section 2.7(a) of the Agreement. All calculations of the U.S. Borrowing Base and the Canadian Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by the U.S. Borrowers and the Canadian Borrowers and certified to the Agent; provided, that the Agent shall have the right to review and adjust, in the exercise of its Reasonable Credit Judgment, any such calculation to the extent that such calculation is not in accordance with the Agreement, provided, further, that the Agent shall provide the applicable Borrower or Borrowers prior notice of any such adjustment.

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          “Business Day” means (a) any day that is not a Saturday, Sunday, or a day on which banks in New York, New York are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the LIBOR Rate or LIBOR Loans, any day that is a Business Day pursuant to clause (a) above and that is also a day on which trading in Dollars is carried on by and between banks in the London interbank market; provided, however, when used in connection with a Canadian Revolving Loan or Specified Loan, such day shall be a day on which banks are open for business in Toronto, Canada and New York, New York but excluding Saturday, Sunday and any other day which is a legal holiday in Toronto, Canada or New York, New York.

          “Canadian Agent Advances” has the meaning specified in Section 2.6(i)(i).

          “Canadian Availability” means, at any time (a) the lesser of (i) the Maximum Canadian Revolver Amount and (ii) the sum of the Canadian Borrowing Base and the U.S. Availability, minus (b) the Aggregate Canadian Revolver Outstandings.

          “Canadian Bank” means Bank of America, N.A. (acting through its Canada branch), or any successor entity thereto.

          “Canadian Borrowers” has the meaning specified in the introductory paragraph to the Agreement.

          “Canadian Borrowing Base” means, at any time, an amount in Dollars equal to:

          (a) the lesser of (i) 95% of the Net Book Value of Eligible Rental Equipment of the Canadian Obligors and (ii) 85% of the Net Orderly Liquidation Value of the Eligible Rental Equipment of the Canadian Obligors; minus

          (b) Reserves from time to time established by the Agent in accordance with Section 2.7(a) of the Agreement.

          “Canadian Collateral” means all the Canadian Obligors’ personal property, and all other assets of any Person, in each case from time to time subject to the Agent’s Liens securing payment or performance of any Canadian Obligations; provided that the term “Canadian Collateral” shall not include U.S. Collateral.

          “Canadian Credit Facilities” means the revolving credit and swingline facilities provided for by this Agreement extended to the Canadian Borrowers.

          “Canadian Designated Account” has the meaning specified in Section 2.6(c).

          “Canadian Dollars or Cdn $ or Cdn. Dollars” means the lawful currency of Canada.

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          “Canadian Funding Bank” means any Canadian Lender in its capacity as a funding bank for and seller of Canadian Loan Participations to Participating Lenders in respect of Canadian Revolving Loans. The initial Canadian Funding Banks as of the Agreement Date are (a) the Canadian Bank, (b) unless otherwise agreed by the Canadian Bank and UBS AG Canada Branch, UBS AG Canada Branch and (c) unless otherwise agreed by the Canadian Bank and Wachovia Capital Finance Corporation (Canada), Wachovia Capital Finance Corporation (Canada).

          “Canadian Funding Percentage” means, with respect to each Canadian Funding Bank, the percentage of Canadian Revolving Loans subject to Canadian Loan Participations that shall be made by such Canadian Funding Bank, as such percentage may be adjusted from time to time in accordance with Section 12.2 such that the aggregate Canadian Funding Percentages of all Canadian Funding Banks shall be 100% at all times. As of the Agreement Date, unless otherwise agreed among the Canadian Funding Banks, the Canadian Funding Percentage is (a) in the case of the Canadian Bank, 40%, (b) in the case of UBS AG Canada Branch, 40%, and (c) in the case of Wachovia Capital Finance Corporation (Canada), 20%.

          “Canadian Guarantee Agreements” means the Canadian URA Guarantee Agreement, the Canadian URC Guarantee Agreement and the Canadian URFLP Guarantee Agreement.

          “Canadian Guarantors” means (a) the Foreign Subsidiaries, whether now existing or hereafter created or acquired, and (b) each other Person (other than a U.S. Guarantor), who, in a writing accepted by the Agent, guarantees payment or performance in whole or in part of the Canadian Obligations; provided that “Canadian Guarantors” shall not include any Subsidiary that is a Receivables Entity or Immaterial Subsidiary.

          “Canadian Intellectual Property Agreement” means the Intellectual Property Security Agreement dated as of the Agreement Date among the Canadian Obligors for the benefit of the Canadian Secured Parties.

          “Canadian Lender” means a Lender that has a Canadian Revolving Credit Commitment. For the avoidance of doubt, unless the Agent shall otherwise approve, each Canadian Lender shall be (a) a Canadian Resident, or (b) if it is not a Canadian Resident, it is also not a foreign bank for purposes of the Bank Act (Canada).

          “Canadian Loan Participation” has the meaning specified in Section 13.17(a).

          “Canadian Loan Participation Fee” has the meaning specified in Section 13.17(f).

          “Canadian Notice of Borrowing” has the meaning specified in Section 2.6(a).

          “Canadian Obligations” means all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by the Canadian Obligors, or any of them, to the Agent, any Canadian Lender, any Canadian Secured Party and/or any Indemnified Person, arising under or pursuant to the Agreement or any of the other Loan Documents in connection with the Canadian Credit Facilities, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees, Attorney Costs, filing fees and any other sums chargeable to any Canadian Borrower or any other Canadian Obligor hereunder or under any of the other Loan Documents. “Canadian Obligations” includes, without limitation, all Designated Bank Products Obligations owed by any Canadian Obligor. Anything contained herein to the contrary notwithstanding, the term Canadian Obligations shall not include any U.S. Obligations.

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          “Canadian Obligors” means the Canadian Borrowers and the Canadian Guarantors.

          “Canadian Participation Settlement” has the meaning specified in Section 13.17(b).

          “Canadian Participation Settlement Amount” has the meaning specified in Section 13.17(b).

          “Canadian Participation Settlement Date” has the meaning specified in Section 13.17(b).

          “Canadian Participation Settlement Period” has the meaning specified in Section 13.17(b).

          “Canadian Pension Plan” means any Pension Plan applicable solely to employees or former employees of the Canadian Obligors.

          “Canadian Prime Rate” means, on any day, the nominal annual rate of interest announced from time to time by the Agent as its reference rate of interest for loans made in Canadian Dollars to Canadian customers and designated as its “prime rate”(the “prime rate” being a rate set by the Agent based upon various factors including the Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate). Any change in the prime rate announced by the Agent shall take effect at the opening of business on the day specified in the public announcement of such change. Each Interest Rate based upon the Canadian Prime Rate shall be adjusted simultaneously with any change in the Canadian Prime Rate. In the event that the Agent (including any successor or assignor) does not at any time publicly announce a prime rate, the “Prime Rate” means the “prime rate” publicly announced by a Schedule 1 chartered bank in Canada selected by the Agent.

          “Canadian Prime Rate Loan” means any Canadian Revolving Loan, Canadian Swingline Loan or Canadian Agent Advance, in each case, during any period for which it bears interest by reference to the Canadian Prime Rate.

          “Canadian Resident” means, at any time, (a) a person who at that time is resident in Canada for purposes of the Income Tax Act (Canada) and is not prevented by law from making or participating in Canadian Credit Facilities under this Agreement or (b) an Authorized Foreign Bank which receives all amounts paid or credited to such bank pursuant to this Agreement or any other Loan Document in respect of its Canadian banking business (as that term is defined in subsection 248(1) of the Income Tax Act (Canada).

          “Canadian Revolver Adjustment” has the meaning specified in Section 2.9.

          “Canadian Revolver Adjustment Date” has the meaning specified in Section 2.9.

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          “Canadian Revolving Credit Borrowing” means a Borrowing comprised of Canadian Revolving Loans.

          “Canadian Revolving Credit Commitment” means, at any date for any Canadian Lender, the obligation of such Canadian Lender to make Canadian Revolving Loans pursuant to the terms and conditions of this Agreement, which shall not exceed the aggregate principal amount set forth on Schedule 1.1 under the heading “Canadian Revolving Credit Commitment” or on the signature page of the Assignment and Acceptance by which it became a Lender, as modified from time to time pursuant to the terms of this Agreement or to give effect to any applicable Assignment and Acceptance; and “Canadian Revolving Credit Commitments” means the aggregate principal amount of the Canadian Revolving Credit Commitments of all Canadian Lenders, the maximum amount of which shall be the Maximum Canadian Revolver Amount; provided, however, that, after the termination of the Canadian Revolving Credit Commitments, the Canadian Revolving Credit Commitment of any Canadian Lender shall be deemed to be in an amount equal to the outstanding principal amount of Canadian Revolving Loans owing to such Canadian Lender.

          “Canadian Revolving Loan Commitment Fee” has the meaning specified in Section 13.17(g).

          “Canadian Revolving Loans” means the revolving loans made pursuant to Section 2.2(b), each Canadian Agent Advance and Canadian Swingline Loan.

          “Canadian Secured Parties” means, collectively, the Agent, the Canadian Lenders (including the Canadian Funding Banks), the Canadian Bank, the Indemnified Parties and each of the Agent, any Canadian Lender or any Affiliate of the Agent or such Canadian Lender to which is owed any Designated Bank Product Obligations, in each case in its capacity as an obligee of Canadian Obligations.

          “Canadian Security Agreements” means, collectively, (a) the general security agreements and hypothecs, dated as of the Agreement Date, from the Canadian Obligors in favor of the Agent, for the benefit of the Canadian Secured Parties, and (b) any security agreement and/or hypothec executed and delivered after the Agreement Date by a Person that becomes a Canadian Guarantor hereunder in accordance with Section 8.25(b).

          “Canadian Security Documents” means the Canadian Intellectual Property Agreement, the Canadian Security Agreements and any other agreements, instruments and documents heretofore, now or hereafter securing or guaranteeing any of the Canadian Obligations.

          “Canadian Swingline Commitment” means the commitment of the Canadian Bank to make loans pursuant to Section 2.6(h).

          “Canadian Swingline Lender” means the Canadian Bank or any successor financial institution agreed to by the Agent, in its capacity as provider of Canadian Swingline Loans.

          “Canadian Swingline Loan” and “Canadian Swingline Loans” have the meanings specified in Section 2.6(h).

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          “Canadian Swingline Sublimit” has the meaning specified in Section 2.6(h).

          “Canadian URA Guarantee Agreement” means the Guarantee Agreement dated as of the Agreement Date from the Canadian Guarantors (other than URA) and U.S. Obligors in favor of the Agent for the benefit of the Canadian Secured Parties.

          “Canadian URC Guarantee Agreement” means the Guarantee Agreement dated as of the Agreement Date from the Canadian Guarantors (other than URC) and U.S. Obligors in favor of the Agent for the benefit of the Canadian Secured Parties.

          “Canadian URFLP Guarantee Agreement” means the Guarantee Agreement dated as of the Agreement Date from United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC in favor of the Agent for the benefit of the U.S. Secured Parties.

          “Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

          “Capital Expenditures” means, with respect to any Person for any period, the sum of (a) the aggregate of all expenditures incurred by such Person and its consolidated Subsidiaries during such period for purchases of property, plant and equipment (including Rental Equipment and non-Rental Equipment) or similar items which, in accordance with GAAP, are or should be included in the statement of cash flows of such Person and its consolidated Subsidiaries during such period, net of (b) proceeds received by Holdings or its Subsidiaries from dispositions of property, plant and equipment (including Rental Equipment and non-Rental Equipment) or similar items reflected in the statement of cash flows of such Person and its consolidated Subsidiaries during such period.

          “Capital Lease” means any lease of property by an Obligor or any of its Subsidiaries which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of the Consolidated Parties.

          “Capital Lease Obligation” means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease.

          “Cash Dominion Period” means (a) any period commencing on the date on which the Combined Borrowing Base Availability shall have been less than 15% of the Combined Borrowing Base and ending on the date on which the Combined Borrowing Base Availability shall have been at least 15% of the Combined Borrowing Base for 60 consecutive calendar days or (b) any period during which an Event of Default shall have occurred and be continuing.

          “Cash Management Document” means any certificate, agreement or other document executed by any Borrower in respect of the Cash Management Obligations of any such Person.

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          “Cash Management Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including treasury, depository, return item, overdraft, controlled disbursement, credit, merchant store value or debit card, purchase card, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer and other cash management arrangements) provided after the date hereof (regardless of whether these or similar services were provided prior to the date hereof by the Agent, any Lender or any Affiliate of any of them) by the Agent or any Person that was a Lender or the Agent or an Affiliate of the Agent or any Lender at the time the applicable Cash Management Documents were entered into, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

          “CCAA” means the Companies’ Creditors Arrangement Act (Canada) and the regulations promulgated thereunder.

          “Change of Control” means, at any time and for any reason whatsoever, (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the equity securities of Holdings entitled to vote for members of the board of directors or equivalent governing body of Holdings on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right), or (b) Holdings shall cease to own directly 100% on a fully diluted basis of the voting interests in the Company’s capital stock, or (c) the Continuing Directors cease to constitute a majority of the members of the Board of Directors of Holdings.

          “Charter Documents” means, with respect to any Person, the certificate or articles of incorporation or organization, memoranda of association, by-laws or operating agreement, and other organizational or governing documents of such Person.

          “Chattel Paper” means all of each Borrower’s, each Guarantor’s and each of their Subsidiary’s now owned or hereafter acquired chattel paper, as defined in the UCC or, with respect to any chattel paper of any Canadian Obligor, the PPSA, including electronic chattel paper.

          “Closing Date” means the later of the Agreement Date and the first date on which all of the applicable conditions set forth in Section 9.1 have been fulfilled (or waived in writing by the Agent and the Arrangers).

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Collateral” means the U.S. Collateral and/or the Canadian Collateral, collectively or individually, as the context requires.

          “Collateral Access Agreements” means any landlord waiver, mortgagee waiver, bailee letter, or any similar acknowledgment or agreement of any warehouseman or processor that owns or is in possession of property where Rental Equipment or Merchandise and Consumables Inventory is stored or located, in each case in a form reasonably satisfactory to the Agent.

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          “Combined Availability” means, at any time (a) the lesser of (i) the Maximum Revolver Amount or (ii) the Combined Borrowing Base, minus (b) in each case, the Aggregate Revolver Outstandings.

          “Combined Borrowing Base” means, at any time, the sum of (a) the U.S. Borrowing Base at such time and (b) the lesser of the Canadian Borrowing Base at such time and the Maximum Canadian Revolver Amount at such time.

          “Combined Borrowing Base Availability” means, at any date of determination, the excess of the Combined Borrowing Base over the Aggregate Revolver Outstandings on such date.

          “Commitment” means a U.S. Revolving Credit Commitment, Canadian Revolving Credit Commitment, U.S. Swingline Commitment or Canadian Swingline Commitment.

          “Commitment Increase” has the meaning specified in Section 2.8(a).

          “Commitment Increase Cap” has the meaning specified in Section 2.8(a).

          “Commitment Increase Effective Date” has the meaning specified in Section 2.8(a).

          “Company” has the meaning specified in the introductory paragraph to the Agreement.

          “Compliance Certificate” means a certificate substantially in the form of Exhibit D.

          “Confidential Information Memorandum” means the Confidential Information Memorandum of the Company dated May, 2008.

          “Consolidated EBITDA” means, for any period, an amount equal to Consolidated Net Income plus (a) the following to the extent deducted in calculating such Consolidated Net Income, but without duplication: (i) any provision for taxes based on income, gain, capital or profits, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period (net of any credits applicable to any such taxes utilized or accrued during such period), (ii) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative transactions entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, (iii) depreciation and amortization expense, including amortization or impairment of intangibles (including, but not limited to, goodwill), (iv) amortization or write-off of debt discount and debt issuance costs and commissions and discounts and other fees and charges associated with Debt, (v) cash expenses incurred in connection with the consummation of Permitted Acquisitions, the issuance of equity interests or the incurrence of Debt (in each case, whether or not the applicable Permitted Acquisition, issuance of equity interests or incurrence of Debt is consummated), (vi) all non-cash reserves, non-cash restructuring charges, and other non-cash charges and non-cash losses (including the amount of (x) any non-cash compensation deduction as the result of any grant of stock or stock related instruments to employees, officers, directors or members of management and (y) asset write-downs, write-offs and revaluations (other than write-downs, write-offs and revaluations with respect to Current Assets and Rental Equipment)) (provided that if the aggregate amount otherwise covered by this clause (a)(vi) in any period of 4 consecutive Fiscal Quarters is less than $10,000,000, such amount may be disregarded for purposes of calculating Consolidated EBITDA for such period), and (vii) expenses incurred in connection with the consummation of the Transactions, minus (b) the following to the extent included in calculating such Consolidated Net Income, but without duplication: (i) net after tax income from the early extinguishment of indebtedness or hedging obligations or other derivative instruments, (ii) gains from extraordinary items (net of loss from extraordinary items), (iii) any aggregate net gain (but not any aggregate net loss) arising from the sale, exchange or other disposition of capital assets (including any fixed assets, whether tangible or intangible, all Inventory sold in conjunction with the disposition of fixed assets and all Stock and other securities) not in the ordinary course of business, but in any event excluding gains from the sale of equipment in the ordinary course of business, (iv) all non-cash items increasing Consolidated Net Income (provided that if the aggregate amount otherwise covered by this clause (b)(iv) in any period of 4 consecutive Fiscal Quarters is less than $10,000,000, such amount may be disregarded for purposes of calculating Consolidated EBITDA for such period), and (v) all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges and non-cash losses added to Consolidated Net Income pursuant to clause (a)(vi) above in a prior period (in each case of or by Holdings and its Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP).

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          “Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the Consolidated Parties determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

          (a) the net income (or loss) of any Person in which any Person other than Holdings or its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by Holdings or any of its wholly owned Subsidiaries during such period; and

          (b) the net income of any Subsidiary of Holdings (other than the Company) during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its organizational documents or any agreement, instrument or requirement of law applicable to that Subsidiary during such period.

          “Consolidated Parties” means Holdings and each of its Subsidiaries whose financial statements are consolidated with Holdings’s financial statements in accordance with GAAP.

          “Contaminant” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, asbestos in any form or condition, polychlorinated biphenyls (“PCBs”), or any constituent of any such substance or waste, or any other substance or material regulated under Environmental Law.

          “Continuation/Conversion Date” means the date on which a Loan is converted into or continued as a LIBOR Loan or BA Equivalent Loan, as applicable.

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          “Continuing Directors” means the directors of Holdings on the Agreement Date and each other director if such director’s election or nomination for the election to the Board of Directors is recommended by a majority of the then Continuing Directors.

          “Covenant Trigger” has the meaning specified in Section 8.22.

          “Covenant Trigger Date” has the meaning specified in Section 8.22.

          “Covenant Trigger Period” has the meaning specified in Section 8.22.

          “CRA” means the Canada Revenue Agency.

          “Credit Facilities” means the revolving credit, swingline and letter of credit facilities provided for by this Agreement.

          “Current Assets” means, at any time, the consolidated current assets (other than cash and Permitted Investments) of the Consolidated Parties.

          “Debt” means, without duplication, all (a) indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables and the endorsement of checks and other similar instruments in the ordinary course of business; (b) all obligations and liabilities of any Person secured by any Lien on an Obligor’s or any of its Subsidiaries’ property, even if such Obligor or Subsidiary shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of the Consolidated Parties prepared in accordance with GAAP or, if higher, the fair market value of such property; (c) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by a Borrower or any of its Subsidiaries, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of the Consolidated Parties prepared in accordance with GAAP or, if higher, the fair market value of such property; (d) all obligations and liabilities under Guarantees in respect of obligations of the type described in clauses (a), (b) and (c) above; (e) the present value (discounted at the Base Rate) of lease payments due under synthetic leases; (f) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; and (g) all net obligations of any Person in respect of Hedge Agreements.

          “Debt for Borrowed Money” of any Person at any time means, on a consolidated basis, the sum of (a) all debt for borrowed money of such Person at such time, plus (b) the Capital Lease Obligations of such Person at such time, plus (c) except when used in the definition of “Fixed Charge Coverage Ratio,” all obligations of such Person at such time in respect of any Qualified Receivables Transaction that, in accordance with GAAP, would be classified as indebtedness on a consolidated balance sheet of such Person.

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          “Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute an Event of Default.

          “Default Rate” means a fluctuating per annum interest rate at all times equal to the sum of (a) the otherwise applicable Interest Rate plus (b) two percent (2.00%) per annum. Each Default Rate shall be adjusted simultaneously with any change in the applicable Interest Rate.

          “Defaulting Lender” means a Defaulting Revolving Lender or Defaulting Participating Lender.

          “Defaulting Participating Lender” has the meaning specified in Section 13.15(c).

          “Defaulting Revolving Lender” has the meaning specified in Section 13.15(c).

          “Deposit Accounts” means all “deposit accounts” as such term is defined in the UCC and all accounts with a deposit function maintained at a financial institution, now or hereafter held in the name of any Borrower or any Guarantor.

          “Designated Account” means a U.S. Designated Account, a Canadian Designated Account or a Specified Loan Designated Account, as the context requires.

          “Designated Bank Products Obligations” means all obligations and liabilities of any Borrower or Subsidiary in respect of Bank Products.

          “Disqualified Stock” means that portion of any Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the first anniversary of the Stated Termination Date.

          “Distribution” means (a) the payment or making of any dividend or other distribution of property in respect of capital stock or other equity interests (or any options or warrants for, or other rights with respect to, such stock or other equity interests) of any Person, other than distributions in capital stock or other equity interests (or any options or warrants for such stock or other equity interests) of any class other than Disqualified Stock, or (b) the redemption or other acquisition by such Person of any capital stock or other equity interests (or any options or warrants for such stock or other equity interests) of such Person or any direct or indirect shareholder or other equity holder of such Person.

          “Co-Documentation Agent” has the meaning specified in the preamble to the Agreement.

          “Documents” means all “documents” as such term is defined in the UCC and, with respect to any document of a Canadian Obligor, all “documents of title” as such term is defined in the PPSA, including bills of lading, warehouse receipts or other documents of title, now owned or hereafter acquired by any Borrower, any Guarantor or any of their Subsidiaries.

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          “DOL” means the United States Department of Labor or any successor department or agency.

          “Dollar” and “$” means dollars in the lawful currency of the United States. Unless otherwise specified, all payments under the Agreement shall be made in Dollars.

          “Domestic Subsidiary” means any Subsidiary of Holdings that is organized under the laws of a State of the United States or the District of Columbia.

          “Eligible Assignee” means (a) a commercial bank, commercial finance company or other asset based lender, having total assets in excess of $2,000,000,000; (b) any Lender listed on the signature page of the Agreement; (c) any Affiliate of any Lender; (d) any Approved Fund; and (e) any other Person reasonably acceptable to the Agent; provided, that, in any event, “Eligible Assignee” shall not include (i) any natural Person or (ii) Holdings or any Borrower or any Affiliate thereof.

          “Eligible Canadian Affiliate” means a Person which is an Affiliate of a U.S. Lender or the Canadian branch or office of a U.S. Lender, which Affiliate, branch or office makes loans in Cdn. Dollars of the type being made hereunder in Canada and (a) is a Canadian Resident, or (b) if it is not a Canadian Resident, it is also not a foreign bank for purposes of the Bank Act (Canada).

          “Eligible Merchandise and Consumables Inventory” means Merchandise and Consumables Inventory of the Obligors which the Agent in the exercise of its Reasonable Credit Judgment determines to be Eligible Merchandise and Consumables Inventory; provided that such Merchandise and Consumables Inventory:

          (i) is owned by an Obligor which has good, valid and marketable title thereto and not held by such Obligor on consignment or other sale or return terms;

          (ii) is not damaged or defective, in each case, in any material respect;

          (iii) is not obsolete, unmerchantable or slow moving;

          (iv) meets all material applicable standards imposed by any Governmental Authority;

          (v) conforms in all material respects to the warranties and representations set forth in the Agreement and is insured in the manner required by the Agreement;

          (vi) is at all times subject to the Agent’s duly perfected first priority (other than with respect to the Permitted Priority Liens) security interest and subject to no other Lien except a Permitted Lien;

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          (vii) is at a location owned or leased by an Obligor or at a third-party location of which the Borrower’s Agent has notified the Agent in accordance with this Agreement, is not in transit (except Merchandise and Consumables Inventory in transit from one location of an Obligor to another location of an Obligor), is not outside, with respect to the U.S. Borrowing Base only, the continental United States or, with respect to the Canadian Borrowing Base only, Canada or (if such Merchandise and Consumables Inventory is not Titled Goods) the continental United States, and is not consigned to any Person;

          (viii) is not the subject of a negotiable warehouse receipt or other negotiable Document; and

          (ix) has not been sold;

and provided further that “Eligible Merchandise and Consumable Inventory” shall in no event include (a) fuel or (b) extraneous and unboxed Inventory held by an Obligor.

          If any Merchandise and Consumables Inventory ceases to be Eligible Merchandise and Consumables Inventory, then such Merchandise and Consumables Inventory shall promptly be excluded from the calculation of Eligible Merchandise and Consumables Inventory. If the Agent deems any Merchandise and Consumables Inventory ineligible in its Reasonable Credit Judgment (and not based upon the criteria set forth above), then the Agent shall give the Borrowers’ Agent two (2) Business Days’ prior notice thereof (unless an Event of Default exists, in which event no notice shall be required).

          “Eligible Rental Equipment” means the Rental Equipment of the Obligors, which the Agent in the exercise of its Reasonable Credit Judgment determines to be Eligible Rental Equipment, that (i) is held for sale or rent by an Obligor in the ordinary course of its business, (ii) is being rented by an Obligor as lessor in the ordinary course of its business or (iii) is Titled Goods consisting of motor vehicles used by an Obligor in its business. If the Agent deems Rental Equipment ineligible in its Reasonable Credit Judgment (and not based upon the criteria set forth below), then the Agent shall give the Borrowers’ Agent two (2) Business Days’ prior notice thereof (unless an Event of Default exists, in which event no notice shall be required). Subject to the ability of the Agent to establish other criteria of ineligibility in its Reasonable Credit Judgment, Eligible Rental Equipment shall not include any Rental Equipment of an Obligor:

          (a) that is not classified as “rental equipment” on such Obligor’s balance sheet (other than (i) new Rental Equipment held for sale that is classified as “inventory” on Holdings’s balance sheet and (ii) Titled Goods consisting of motor vehicles used by an Obligor in its business);

          (b) that is not owned by such Obligor free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure performance by such Obligor with respect to that Equipment), except the Liens in favor of the Agent, on behalf of itself and the Secured Parties (and other than any bailee, warehouseman, landlord or similar non-consensual Liens having priority by operation of law to the extent the requirements for the exceptions in subclauses (ii) or (iii) of clause (c) below are satisfied with respect to the relevant Rental Equipment);

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          (c) that (i) is neither (A) located on premises owned, leased or rented by such Obligor in (1) if such Obligor is a U.S. Obligor, a state of the United States of America or the District of Columbia or (2) if such Obligor is a Canadian Obligor, a province of Canada or (in the case such Rental Equipment is not Titled Goods) a state of the United States of America or the District of Columbia nor (B) being rented by a customer of such Obligor and used by such customer at a location of such customer in (1) if such Obligor is a U.S. Obligor, a state of the United States of America or the District of Columbia or (2) if such Obligor is a Canadian Obligor, a province of Canada or (in the case such Rental Equipment is not Titled Goods) a state of the United States of America or the District of Columbia, in each case pursuant to the terms of a rental agreement entered into between such customer and such Obligor; (ii) is stored at a leased location, unless the Agent has given its prior consent thereto or unless (A) a reasonably satisfactory landlord waiver has been delivered to the Agent or (B) a Rent Reserve has been established with respect thereto; or (iii) is stored with a bailee or warehouseman or is in a processor or converter facility unless a reasonably satisfactory, acknowledged bailee letter or other agreement waiving or subordinating all Liens and claims by such Person to the Liens of the Agent has been delivered to the Agent or a Rent Reserve has been established with respect thereto;

          (d) that is placed on consignment or is in transit or is being serviced, except for Rental Equipment in transit or being serviced in (i) if such Obligor is a U.S. Obligor, a state of the United States of America or the District of Columbia or (ii) if such Obligor is a Canadian Obligor, a province of Canada or (in the case such Rental Equipment is not Titled Goods) a state of the United States of America or the District of Columbia, in each case as to which Agent’s Liens in such Rental Equipment remain perfected without any further action by the Agent;

          (e) that is covered by a negotiable document of title, unless such document has been delivered to the Agent with all necessary endorsements, free and clear of all Liens except those in favor of the Agent and the applicable Secured Parties (and other than any bailee, warehouseman, landlord or similar non-consensual Liens having priority by operation of law to the extent the requirements for the exceptions in subclauses (ii) or (iii) of clause (c) above are satisfied with respect to the relevant Rental Equipment);

          (f) that is excess, obsolete, unsaleable, unrentable shopworn, seconds, damaged or unfit for sale or rent;

          (g) that is not held for sale, rental or use in the ordinary course of business of such Obligor;

          (h) that is not subject to a first priority Lien in favor of the Agent on behalf of itself and the applicable Secured Parties, subject to no other Liens (other than any bailee, warehouseman, landlord or similar non-consensual Liens having priority by operation of law to the extent the requirements for the exceptions in subclauses (ii) or (iii) of clause (c) above are satisfied with respect to the relevant Rental Equipment);

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          (i) as to which there are any breaches of any of the representations or warranties pertaining to Rental Equipment set forth in the Loan Documents in any material respect;

          (j) that is not covered by casualty insurance (subject to customary deductibles);

          (k) that is held by such Obligor under a Vendor Lease or any other lease where Holdings, an Obligor or any of their Affiliates is a lessee;

          (l) that is non-serialized Rental Equipment (other than “bulk” equipment that is eligible in the Agent’s Reasonable Credit Judgment);

          (m) that is not segregated or separated identifiably from goods of third parties stored on the same premises as such Rental Equipment; or

          (n) that does not meet the applicable standards imposed by any Governmental Authority.

          If any Rental Equipment at any time ceases to be Eligible Rental Equipment, such Rental Equipment shall promptly be excluded from the calculation of Eligible Rental Equipment.

          “Environmental Laws” means all federal, state, provincial or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, enforceable requirements, judgments, injunctions, licenses, authorizations, consents, registrations, approvals, permits of, and agreements with, any Governmental Authority, in each case in connection with environmental and health matters, including Releases of or exposure to Contaminants.

          “Equipment” means all of each Obligor’s and each of its Subsidiary’s now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, service and delivery vehicles with respect to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by any Obligor or any of its Subsidiaries, and all of each Obligor’s and each of their Subsidiary’s rights and interests with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

          “Equivalent Amount” means, on any date, the amount of Dollars into which an amount of Cdn. Dollars may be converted or the amount of Cdn. Dollars into which an amount of Dollars may be converted, in either case, at, in the case of an amount expressed in Cdn. Dollars, the Canadian Bank’s spot buying rate in Toronto, Canada as at approximately 12:00 noon (Toronto time) on such date and, in the case of an amount expressed in Dollars, the Agent’s spot buying rate in New York, New York as at approximately 12:00 noon (New York City time) on such date.

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          “ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) prior to the effectiveness of the applicable provisions of the Pension Act, the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) prior to the effectiveness of the applicable provisions of the Pension Act, the existence with respect to a Pension Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) or, on and after the effectiveness of the applicable provisions of the Pension Act, any failure by a Pension Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, in each case whether or not waived; (d) prior to the effectiveness of the applicable provisions of the Pension Act, the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA or, on and after the effectiveness of the applicable provisions of the Pension Act, Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to a Pension Plan; (e) on and after the effectiveness of the applicable provisions of the Pension Act, a determination that a Pension Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (f) a withdrawal by any Borrower or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (g) a complete or partial withdrawal by any Borrower or ERISA Affiliate from a Multi-employer Plan or notification that a Multi-employer Plan is in reorganization; (h) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multi-employer Plan; (i) the occurrence of an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multi-employer Plan; (j) the occurrence of a “prohibited transaction” with respect to which the Borrower or any of its Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code), or with respect to which the Borrower or any such Subsidiary could otherwise be liable; or (k) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or ERISA Affiliate.

          “Event of Default” has the meaning specified in Section 10.1.

          “Exchange Act” means the Securities Exchange Act of 1934, and regulations promulgated thereunder, as amended.

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          “Excluded Taxes” means, in the case of each Lender and the Agent and each other recipient of any payment to be made on account of the Obligations, (a) Taxes (including income Taxes, capital or franchise Taxes or other Taxes on net income) as are imposed on or measured by the Agent’s, any Lender’s or such recipient’s overall net income in the jurisdiction (whether federal, state or local and including any political subdivision thereof) under the laws of which the Agent or such Lender or recipient, as the case may be, is organized or maintains a lending office from which the Loans are made or does business, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in respect of which the applicable recipient, as the case may be, is subject to income or franchise Taxes imposed on (or measured by) its net income and (c) any withholding Tax (including any Tax payable under Part XIII of the Income Tax Act (Canada)) that is imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Lender’s failure to comply with Section 13.10, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from an Obligor with respect to such withholding Tax pursuant to Section 5.1.

          “Existing Public Debt” means the 1⅞% Convertible Senior Subordinated Notes, the 6½% QUIPS, the 6½% Senior Notes, the 7% Senior Subordinated Notes, the 7¾% Senior Subordinated Notes and the Holdco Notes.

          “Existing Securitization Facility” means the receivables facility established pursuant to the Receivables Purchase Agreement dated as of May 31, 2005 among United Rentals Receivables LLC II, as seller, Holdings, as collection agent, Atlantic Asset Securitization Corp., as a purchaser, Liberty Street Funding Corp., as a purchaser, Calyon New York Branch, as a purchaser agent and The Bank of Nova Scotia, as a purchaser agent and a bank, and the other Transaction Documents under and as defined therein.

          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the U.S. Bank on such day on such transactions as determined by the Agent.

          “Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

          “Fee Letter” means one or more fee letters among Bank of America, N.A., UBS Loan Finance LLC, and/or the Arrangers and Holdings, with respect to the payment of certain fees in connection with the Agreement.

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          “Financial Statements” means, according to the context in which it is used, the financial statements referred to in Sections 6.2 and 7.6 or any other financial statements required to be given to the Lenders pursuant to the Agreement.

          “First Date” has the meaning specified in Section 8.22(b)(ii)(A).

          “Fiscal Quarter” means the period commencing on January 1 in any Fiscal Year and ending on the next succeeding March 31, the period commencing on April 1 in any Fiscal Year and ending on the next succeeding June 30, the period commencing on July 1 in any Fiscal Year and ending on the next succeeding September 30, or the period commencing on October 1 in any Fiscal Year and ending on the next succeeding December 31, as the context may require.

          “Fiscal Year” means Holdings’s, the Borrowers’, the Guarantors’ and their Subsidiaries’ fiscal year for financial accounting purposes. As of the Agreement Date, the current Fiscal Year of Holdings, the Obligors and their Subsidiaries will end on December 31, 2008.

          “Fixed Charge Coverage Ratio” means the ratio of:

           (a) (i) Consolidated EBITDA for the most recent period of four (4) consecutive Fiscal Quarters, minus (ii) without duplication, the aggregate amount of all Capital Expenditures of Holdings and its Subsidiaries for such period, minus (iii) the aggregate amount of Federal, state, local and foreign income taxes capital or profits taxes, including foreign withholding taxes, expensed during such period to the extent paid in cash, in each case, of or by Holdings and its Subsidiaries for such period; to

          (b) the sum, without duplication, of (i) Interest Expense for such period, plus (ii) the aggregate principal amount of all regularly scheduled principal or amortization payments on Debt for Borrowed Money of Holdings and its Subsidiaries for such period.

          For purposes of calculating the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Ratio:

          (A) Investments, acquisitions, mergers, consolidations and dispositions that have been made by Holdings, any of its Subsidiaries, or any Person or any of its Subsidiaries acquired by, merged or consolidated with Holdings or any of its Subsidiaries during the twelve-month reference period or subsequent to such reference period and on or prior to the calculation date will be given pro forma effect, as if they had occurred on the first day of the twelve-month reference period;

          (B) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the calculation date, will be excluded;

          (C) the fixed charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the calculation date, will be excluded, but only to the extent that the obligations giving rise to such fixed charges will not be obligations of Holdings or any of its Subsidiaries following the calculation date;

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          (D) any Person that is a Subsidiary on the calculation date will be deemed to have been a Subsidiary at all times during such twelve-month period; and

          (E) any Person that is not a Subsidiary on the calculation date will be deemed not to have been a Subsidiary at any time during such twelve-month period.

          For purposes of this definition and the definitions of “Senior Secured Leverage Ratio” and “Total Leverage Ratio”, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in accordance with Regulation S-X of the Securities Act of 1933, as amended. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Chief Financial Officer of Holdings to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

          “Foreign Subsidiary” means any Subsidiary of Holdings that is formed under the laws of a jurisdiction other than a State of the United States or the District of Columbia.

          “FSCO” means the Financial Services Commission of Ontario and any Person succeeding to the functions thereof and includes the Superintendent under such statute and any other Governmental Authority (succeeding to the functions thereof) and established or appointed by the Financial Services Commission of Ontario Act, 1997.

          “Full Payment” or “Full Payment of the Obligations” means, with respect to any Obligations (other than contingent indemnification obligations for which no claim has been made or asserted), (a) the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during an insolvency proceeding (whether or not allowed in the proceeding), (b) if such Obligations arise from Letters of Credit or Designated Bank Products Obligations or if such Obligations consist of indemnification obligations for which a claim has been made or asserted, the cash collateralization thereof as provided herein or otherwise acceptable to the Agent (or delivery of a standby letter of credit acceptable to the Agent in its discretion, in the amount of required cash collateral) and (c) the termination or expiration of all Commitments.

          “Funded Canadian Loan Participation” means, with respect to any Participating Lender in relation to Canadian Revolving Loans funded by the Canadian Funding Banks, (a) the aggregate amount paid by such Participating Lender to the Canadian Funding Banks pursuant to Section 13.17(b) in respect of such Participating Lender’s participation in the principal amount of Canadian Revolving Loans funded by the Canadian Funding Banks minus (b) the aggregate amount paid to such Participating Lender by the Canadian Funding Banks pursuant to Section 13.17(b) in respect of its participation in the principal amount of Canadian Revolving Loans funded by the Canadian Funding Banks, excluding in each case any payments made in respect of interest accrued on the Canadian Revolving Loans funded by the Canadian Funding Banks.

          “Funding Date” means the date on which a Borrowing occurs.

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          “GAAP” means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) (or in the case of the Canadian Obligors, such generally accepted accounting principles and practices set forth from time to time in Canada by the Canadian Institute of Chartered Accountants), which are applicable to the circumstances from time to time; provided, that, in the event there is a change in GAAP or the application thereof after the Agreement Date that affects the calculation of a financial covenant contained in Section 8.22 or Section 8.23 (or the Total Leverage Ratio for purposes of determining the Applicable Margin or the definition or calculation of any financial term), promptly following the Required Lenders’ request, the Borrowers shall provide the Agent and the Lenders a reconciliation showing the effect of such change in GAAP and if the Company or the Required Lenders shall so request, the calculation of a financial covenant contained in Section 8.22 or Section 8.23 (or the Total Leverage Ratio for purposes of determining the Applicable Margin or the definition or calculation of any financial term) shall be calculated without regard to such change in GAAP.

          “General Intangibles” means all of each Obligor’s now owned or hereafter acquired “general intangibles” as defined in the UCC or, with respect to any General Intangible of a Canadian Obligor, an “intangible” as defined in the PPSA, chooses in action and causes of action and all other intangible personal property of each Obligor of every kind and nature (other than Accounts), including, without limitation, all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, Tax refund claims, any funds which may become due to any Obligor in connection with the termination of any Plan or other employee benefit plan or any rights thereto and any other amounts payable to any Obligor from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which any Obligor is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged equity interests or Investment Property and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Obligor.

          “Goods” means all “goods” as defined in the UCC or, with respect to any goods of a Canadian Obligor, the PPSA, now owned or hereafter acquired by any Obligor, wherever located, including embedded software to the extent included in “goods” as defined in the UCC, and manufactured homes.

          “Governmental Authority” means any nation or government, any state, provincial, territorial or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

          “Guarantee Agreements” mean the U.S. Guarantee Agreement and the Canadian Guarantee Agreements.

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          “Guarantors” means (a) the U.S. Guarantors, (b) the Canadian Guarantors, and (c) each other Person, who, in a writing accepted by the Agent, guarantees payment or performance in whole or in part of the Obligations.

          “Guaranty” means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other monetary obligations of any other Person (the “guaranteed obligations”), or assure or in effect assure the holder of the guaranteed monetary obligations against loss in respect thereof, excluding the endorsement of checks and other similar instruments in the ordinary course of business, but including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed monetary obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed monetary obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

          “Hedge Agreement” means any and all transactions, agreements or documents now existing or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging any Obligor’s exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

          “Holdco Notes” means the 14% unsecured senior notes of Holdings due 2014 in an aggregate principal amount not to exceed $425,000,000 issued and sold pursuant to the Holdco Notes Documents.

          “Holdco Notes Documents” means that certain Note Purchase Agreement to be dated on or about June 10, 2008 among Holdings and The Bank of New York, as trustee, the Holdco Notes and all other agreements, instruments and other documents pursuant to which the Holdco Notes have been or will be issued or otherwise setting forth the terms of the Holdco Notes.

          “Holdings” has the meaning specified in the introductory paragraph to the Agreement.

          “Immaterial Subsidiary” means (a) United Rentals Receivables LLC II and (b) any Subsidiary of Holdings that, as of the last day of the Fiscal Quarter of Holdings most recently ended, (i) did not have assets with a value in excess of $5,000,000 at any time and (ii) did not have revenues in excess of $10,000,000 for any four (4) consecutive Fiscal Quarters. Each Immaterial Subsidiary as of the Closing Date shall be set forth in Schedule 1.3.

          “Incremental Assumption Agreement” means an Incremental Revolving Credit Assumption Agreement among, and in form and substance reasonably satisfactory to, the applicable Borrower, the Agent and one or more Lenders or New Lenders, as the case may be.

          “Indemnified Liabilities” has the meaning specified in Section 14.11(a).

          “Indemnified Person” has the meaning specified in Section 14.11(a).

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          “Indemnified Taxes” means all Taxes other than Excluded Taxes.

          “Instruments” means all instruments as such term is defined in Article 9 of the UCC or as is defined in the PPSA, as applicable, now owned or hereafter acquired by any Borrower, any Guarantor or any of their Subsidiaries.

          “Intellectual Property Security Agreements” means the U.S. Intellectual Property Security Agreement and the Canadian Intellectual Property Security Agreement.

          “Interest Expense” means, with reference to any period, total cash interest expense (including that attributable to Capital Lease Obligations but excluding any interest expense relating to the 6½% QUIPS in an aggregate amount not to exceed $10,000,000 for any period of four (4) consecutive Fiscal Quarters) of the Consolidated Parties for such period with respect to all outstanding Debt of Holdings and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements in respect of interest rates), calculated on a consolidated basis for the Consolidated Parties for such period in accordance with GAAP.

          “Interest Period” means, as to any LIBOR Loan, the period commencing on the Funding Date of such Loan or on the Continuation/Conversion Date on which the Loan is converted into or continued as a LIBOR Loan, and ending on the date 14 days or one, two, three or six months thereafter or, with the consent of each applicable Lender, nine or 12 months thereafter, as selected by the applicable Borrower in its Notice of Borrowing, or Notice of Continuation/Conversion, provided that:

          (a) if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

          (b) any Interest Period pertaining to a LIBOR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

          (c) no Interest Period shall extend beyond the Stated Termination Date.

          “Interest Rate” means each or any of the interest rates, including the Default Rate, set forth in Section 3.1.

          “Inventory” means all of each Obligor’s and each of their Subsidiaries’ now owned and hereafter acquired Rental Equipment, Merchandise and Consumables Inventory and other inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Obligor’s or its Subsidiaries’ business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing them.

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          “Investment” in any Person means (a) the acquisition (whether for cash, property, services, assumption of Debt, securities or otherwise, but exclusive of the acquisition of inventory, supplies, equipment and other assets used or consumed in the ordinary course of business of the applicable Borrower or the applicable Subsidiary and Capital Expenditures) of assets, shares of capital stock, bonds, notes, debentures, partnerships, joint ventures or other ownership interests or other securities of such Person, (b) any advance, loan or other extension of credit (other than in connection with sales of Inventory on credit in the ordinary course of business) to such Person, or (c) any other capital contribution to or investment in such Person, including, without limitation, any obligation incurred for the benefit of such Person.

          “Investment Property” means all of each Obligor’s now owned or hereafter acquired “investment property” as defined in the UCC or the PPSA, as applicable, and includes all right title and interest of each Obligor in and to any and all: (a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

          “IRS” means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

          “Latest Projections” means (a) on the Agreement Date and thereafter until the Agent receives new projections pursuant to Section 6.2(d), the projections of the Consolidated Parties’ financial condition, results of operations, and cash flows, and the Borrowing Base and Availability projections, for the period commencing on June 30, 2008 and ending December 31, 2008, on a quarterly basis, and from January 1, 2009 through the Stated Termination Date, on a Fiscal Year basis, and delivered to the Agent prior to the Agreement Date; and (b) thereafter, the projections most recently received by the Agent pursuant to Section 6.2(d).

          “Laws” means, collectively, all international, foreign, federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of laws.

          “Leases” means the written agreements between an Obligor and an Account Debtor entered into in the ordinary course of business of the Obligors for rental or lease of Rental Equipment by such Obligor to such Account Debtor, including all schedules and supplements thereto.

          “Lender” and “Lenders” have the meanings specified in the introductory paragraph to the Agreement and shall include the Agent to the extent of any Agent Advance outstanding and the Banks to the extent of any Swingline Loan outstanding, but excluding in any case any Participating Lender in its capacity as such.

          “Letter of Credit” has the meaning specified in Section 2.4(a).

          “Letter of Credit Fee” has the meaning specified in Section 3.6.

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          “Letter of Credit Issuer” means the U.S. Bank, any affiliate of the U.S. Bank or any other Lender or Affiliate of a Lender that issues any Letter of Credit pursuant to the Agreement and agrees to provide reporting with respect to Letters of Credit reasonably required by the Agent.

          “Letter of Credit Subfacility” means $200,000,000.

          “Letter-of-Credit Rights” means “letter-of-credit rights” as such term is defined in the UCC, now owned or hereafter acquired by any Borrower, including rights to payment or performance under a letter of credit, whether or not a Borrower, as beneficiary, has demanded or is entitled to demand payment or performance.

          “LIBOR Interest Payment Date” means, with respect to a LIBOR Loan, the Termination Date and the last day of each Interest Period applicable to such Loan and, with respect to each Interest Period of more than 90 days, on the date 90 days after the commencement of the Interest Period for such LIBOR Loan.

          “LIBOR Loan” means a Loan during any period in which it bears interest based on the LIBOR Rate.

          “LIBOR Rate” means, for any Interest Period, with respect to LIBOR Loans, the rate of interest per annum determined pursuant to the following formula:

LIBOR Rate   =	Offshore Base Rate
	1.00 - Eurodollar Reserve Percentage

          Where,

          “Offshore Base Rate” means the rate per annum appearing on Reuters Screen LIBOR01 Page at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBOR01 Page, the applicable rate shall be the arithmetic mean of all such rates. If for any reason none of the foregoing rates is available, the Offshore Base Rate shall be, for any Interest Period, the rate per annum determined by the Agent as the rate of interest at which dollar deposits in the approximate amount of the LIBOR Loan comprising part of such Borrowing would be offered by the Bank’s London Branch to major banks in the offshore dollar market at their request at or about 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

          “Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, rounded upward to the next 1/100 of 1%) in effect on such day applicable to member banks under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The LIBOR Rate for each outstanding LIBOR Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

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          “Lien” means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, priority or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, deemed trusts, assignment, deposit arrangement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, servitude right-of-way, restriction, lease or other title exception or encumbrance affecting property; and (c) any contingent or other agreement to provide any of the foregoing.

          “Like-Kind Exchange” means, if gain or loss would not be recognized under Section 1031 of the Code, any exchange of property (“Relinquished Property”) for like property (“Replacement Property”) for use in the business of the U.S. Borrowers and their Domestic Subsidiaries; provided that (a) the disposition of the Relinquished Property is permitted under the terms of this Agreement, (b) the transaction is entered into in connection with the acquisition of Rental Equipment in the normal course of business, (c) the applicable “exchange agreement” reflects arm’s-length terms with a Qualified Intermediary who is not an Affiliate of Holdings and otherwise contains customary terms consistent with past practices and (d) all Net Proceeds thereof are, before giving effect to any application under Section 4.3(b), deposited in one or more Like-Kind Exchange Accounts.

          “Like-Kind Exchange Account” means any account established jointly with a Qualified Intermediary pursuant to and solely for the purposes of facilitating any Like-Kind Exchange, the amounts on deposit in which shall be limited to proceeds realized from the disposition of Relinquished Property in connection with a Like-Kind Exchange.

          “Loan Documents” means the Agreement, the Intellectual Property Security Agreements, the Guarantee Agreements, each Guaranty Supplement referred to in any Guarantee Agreement, the Security Agreements, each Security Agreement Supplement referred to in any Security Agreement, the Fee Letter, the Perfection Certificate and any other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing, guaranteeing or otherwise relating to the Obligations, the Collateral, or any other aspect of the transactions contemplated by the Agreement.

          “Loans” means, collectively, all loans and advances provided for in Article II.

          “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

          “Material Account” means any bank account or securities account of any Obligor, including in any case any account into which proceeds from the Existing Securitization Facility are deposited, but excluding (a) any “Controlled Account” under and as defined in the documents evidencing the Existing Securitization Facility as in effect as of the Agreement Date, (b) any Like-Kind Exchange Account, (c) any account which is exclusively used for disbursement purposes (including payroll accounts) and (d) other accounts to the extent the aggregate amount of funds on deposit therein does not exceed $1,250,000.

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          “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets or financial condition of Holdings and its Subsidiaries, taken as a whole; (b) a material impairment of the ability of the Borrowers and the other Obligors (taken as a whole) to perform under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Obligor of any Loan Document to which it is a party.

          “Maximum Canadian Revolver Amount” means, at any time, the aggregate Canadian Revolving Credit Commitments at such time, as the same may be increased or reduced from time to time in accordance with Section 2.9 or reduced from time to time in accordance with Section 4.4(b); provided that the Maximum Canadian Revolver Amount shall not at any time exceed $250,000,000 or such lesser amount as shall be requested by the Borrowers’ Agent pursuant to clause (E) in the proviso to Section 12.1(a). As of the Agreement Date, the Maximum Canadian Revolver Amount is $0. Anything contained herein to the contrary notwithstanding, upon termination of the Commitments, the Maximum Canadian Revolver Amount shall automatically be reduced to zero.

          “Maximum Rate” has the meaning specified in Section 3.3.

          “Maximum Revolver Amount” means, at any time, the aggregate Revolving Credit Commitments at such time, as the same may be increased from time to time in accordance with Section 2.8 or increased or reduced from time to time in accordance with Section 2.9 or reduced from time to time in accordance with Section 4.4(b); provided that the Maximum Revolver Amount shall not at any time exceed $1,500,000,000. As of the Agreement Date, the Maximum Revolver Amount is $1,250,000,000. Anything contained herein to the contrary notwithstanding, upon termination of the Commitments, the Maximum Revolver Amount shall automatically be reduced to zero.

          “Maximum Specified Loan Sublimit” means $150,000,000 (or the Equivalent Amount thereof in Canadian Dollars). Anything contained herein to the contrary notwithstanding, upon termination of the Commitments, the Maximum Specified Loan Sublimit shall automatically be reduced to zero.

          “Maximum U.S. Revolver Amount” means, at any time, the aggregate U.S. Revolving Credit Commitments at such time, as the same may be increased or reduced from time to time in accordance with Section 2.9, increased from time to time in accordance with Section 2.8 or reduced from time to time in accordance with Section 4.4(b); provided that the Maximum U.S. Revolver Amount shall not at any time exceed $1,500,000,000 minus the Maximum Canadian Revolver Amount. As of the Agreement Date, the Maximum U.S. Revolver Amount is $1,250,000,000. Anything contained herein to the contrary notwithstanding, upon termination of the Commitments, the Maximum U.S. Revolver Amount shall automatically be reduced to zero.

          “Merchandise and Consumables Inventory” means Inventory owned by a Borrower, a Guarantor or any of their Subsidiaries, other than Rental Equipment held for sale or rental, including, without limitation, parts for Rental Equipment, parts to be sold, parts to be installed on Rental Equipment (which parts are not then incorporated or installed in or on, or affixed or appurtenant to, any such Rental Equipment), and Inventory for the contractors supply business of the Obligors.

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          “Merchandise and Consumables Inventory Formula Amount” means, on any date of determination thereof, an amount equal to 55% of the Value of Eligible Merchandise and Consumables Inventory on such date.

          “Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

          “Multi-employer Plan” means a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by the Borrowers or any ERISA Affiliate.

          “Net Book Value” means, with respect to any Rental Equipment, cost minus accumulated depreciation for such Rental Equipment calculated in accordance with GAAP.

          “Net Orderly Liquidation Value” means the net orderly liquidation value of any Rental Equipment, as determined in accordance with the most recent Appraisal received by the Agent in accordance with Section 8.4(c) of the Agreement.

          “Net Proceeds” means proceeds (including cash receivable (when received) by way of deferred payment) received in cash from the sale, transfer or other disposition of any property the disposition of which would constitute an Asset Disposition or a Like-Kind Exchange, including insurance proceeds (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) and awards of compensation received with respect to the destruction or condemnation of all or part of such property, net of: (a) the reasonable and customary costs of such sale, lease, transfer or other disposition (including legal fees and commissions); (b) Taxes paid or a good faith estimate of the Taxes payable with respect to such proceeds (including, without duplication, withholding taxes and cash Tax payments); (c) all principal, interest and other amounts in respect of Debt (other than Debt under the Loan Documents), including, without limitation, any premium, penalty or make-whole amounts related thereto, required to be repaid as a result such sale, lease, transfer or other disposition; and (d) appropriate amounts to be provided by the recipient of such proceeds as a reserve in accordance with GAAP against any liabilities associated with the assets sold or disposed of in such sale, lease, transfer or other disposition, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligation associated with the assets sold or disposed of in such sale, lease, transfer or other disposition; provided that “Net Proceeds” shall include any reserves previously taken against any liabilities associated with any such sale, lease, transfer or other disposition immediately upon those reserves being determined to be in excess of such liabilities, but only to the extent of such excess.

          “New Lender” has the meaning specified in Section 2.8(a).

          “Non-Core Business” means any business which is not an essential part of the rental business.

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          “Non-Recourse Debt” means Debt of a Person (a) as to which no Obligor provides any Guaranty or credit support of any kind or is directly or indirectly liable (as a guarantor or otherwise) and (b) which does not provide any recourse against any of the assets of any Obligor. Notwithstanding the foregoing, the provision of Standard Securitization Undertakings in connection with a Qualified Receivables Transaction shall not invalidate the status of the Debt of such Receivables Entity that is otherwise classified as Non-Recourse Debt pursuant to the terms of this definition.

          “Notice of Borrowing” means a U.S. Notice of Borrowing or a Canadian Notice of Borrowing, as the context requires.

          “Notice of Continuation/Conversion” has the meaning specified in Section 3.2(b).

          “Notice of Requested Commitment Increase” has the meaning specified in Section 2.8(a).

          “Obligations” means the U.S. Obligations and the Canadian Obligations.

          “Obligors” means, collectively, each Borrower, each Guarantor, and any other Person that now or hereafter is primarily or secondarily liable for any of the Obligations and/or grants the Agent a Lien in any collateral as security for any of the Obligations.

          “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any Canadian unlimited liability company, the memorandum of association or articles of incorporation; and (d) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

          “Other Taxes” means any present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, the Agreement or any other Loan Documents.

          “Out-of-Formula Condition” has the meaning specified in Section 4.2.

          “Participant” means any Person who shall have been granted the right by any Lender to participate in the financing provided by such Lender under the Agreement, and who shall have entered into a participation agreement in form and substance satisfactory to such Lender, excluding any Participating Lender in its capacity as such.

          “Participant Register” has the meaning specified in Section 13.22(b).

          “Participating Lender” has the meaning specified in Section 13.17(a).

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          “Payment Account” means each bank account to which the proceeds of Collateral are deposited or credited, and which is maintained in the name of the Agent, on terms acceptable to the Agent.

          “PBA” means the Pension Benefits Act (Ontario) or similar legislation of any other Canadian federal or provincial jurisdiction, and the regulations promulgated thereunder applicable to a Pension Plan.

          “PBGC” means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to the functions thereof or any Governmental Authority of another jurisdiction exercising similar functions in respect of any Plans of an Obligor.

          “Pension Act” means the Pension Protection Act of 2006, as amended from time to time.

          “Pension Event” means solely with respect to Canadian Pension Plans (a) the whole or partial withdrawal of a Canadian Obligor or any of its Subsidiaries from a Canadian Pension Plan during a plan year; or (b) the filing of a notice of proposal to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination or partial termination; or (c) the issuance of a notice of proposal by any Governmental Authority to terminate in whole or in part or have an administrator or like body appointed to administer a Canadian Pension Plan; or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of trustee to administer, any Plan.

          “Pension Plan” means a pension plan or an employee benefit plan (a) (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, other than a Multi-employer Plan, or (b) which is subject to the Income Tax Act (Canada), the PBA, or any other applicable laws, which in either case of clause (a) or (b) an Obligor sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or has made contributions at any time during the immediately preceding five (5) plan years.

          “Perfection Certificate” means the Perfection Certificate substantially in the form of Exhibit F.

          “Permitted Acquisition” means the acquisition by an Obligor of all or a substantial portion of the assets or businesses of a Person or of assets constituting a business unit, line of business or division of such Person (the “Target”) or the acquisition by an Obligor of all of the capital stock or other equity interests of the Target or the merger of the Target with and into an Obligor (with such Obligor as the surviving Person), so long as:

          (a) the board of directors (or similar governing body) of the Target to be so purchased or acquired shall not have indicated publicly its opposition to the consummation of such purchase or acquisition (which opposition has not been publicly withdrawn);

          (b) the Target and all acquired assets shall be in the same business or lines of business (or lines of business reasonably related or ancillary thereto) in which the Borrowers and their Subsidiaries are engaged as of the Agreement Date;

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          (c) all transactions in connection with such acquisition shall be consummated in all material respects, in accordance with all applicable laws, governmental authorizations;

          (d) after giving effect to such acquisition and any related refinancing of Debt, none of the acquired assets are subject to any Lien other than Permitted Liens;

          (e) the Specified Conditions shall have been satisfied; and

          (f) a Responsible Officer shall have delivered to the Agent a certificate as to the satisfaction of each of the foregoing conditions

provided, that, unless the Agent shall otherwise consents (subject to Reserves satisfactory in its discretion), no assets acquired in any such transaction (including, without limitation, assets of the Target) may be included in the calculation of Combined Availability for purposes of clause (e), or otherwise included in the calculation of any Borrowing Base or any similar calculation hereunder, until the Agent has completed to its reasonable satisfaction such field examinations as it may deem appropriate and has received an Appraisal with respect to such assets to the extent deemed appropriate by the Agent and an updated Borrowing Base Certificate giving effect to such acquisition.

          “Permitted Debt” has the meaning specified in Section 8.13.

          “Permitted Distributions” means:

          (a) Distributions by any Subsidiary of an Obligor to such Obligor and any Distribution by any Subsidiary to its equity holders ratably;

          (b) Distributions by Holdings to repurchase equity securities issued by Holdings from employees, officers and directors of Holdings, the Company or any Subsidiary (i) upon the death of any such employee, officer or director of Holdings, the Company or any Subsidiary, and (ii) upon the disability or termination of employment of any such employee, officer or director of Holdings, the Company or any Subsidiary in an amount not to exceed $10,000,000 in the aggregate in any Fiscal Year;

          (c) the Preferred Repurchase, so long as the Specified Conditions are satisfied and the Holdco Notes shall have been issued; and

          (d) other Distributions, so long as the Specified Conditions are satisfied.

          “Permitted Guarantees” means (a) the Guarantees by the Obligors of the Obligations, (b) Guarantees by any Obligor or any of its Subsidiaries in respect of Debt otherwise permitted hereunder of any Obligor or any of its wholly owned Subsidiaries, and (c) Guarantees by any Obligor or any of its Subsidiaries of leases or other ordinary course obligations that do not constitute Debt of an Obligor or Subsidiary in the ordinary course of business.

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          “Permitted Investments” means:

          (a) direct obligations of the United States of America or Canada, or any agency thereof, or obligations guaranteed or insured by the United States of America or Canada, or any agency thereof, provided that such obligations mature within one year from the date of acquisition thereof;

          (b) acquisitions of certificates of deposit or time deposits maturing within one year from the date of acquisition, bankers’ acceptances, Eurodollar bank deposits, or overnight bank deposits, in each case issued by, created by, or with a bank or trust company organized under the laws of the United States of America or any state thereof or Canada or any province thereof having, at the time of acquisition thereof, capital and surplus aggregating at least $1,000,000,000;

          (c) acquisitions of commercial paper given a rating of “A2” or better by S&P or “P2” or better by Moody’s and maturing not more than 270 days from the date of creation thereof;

          (d) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A 1 from S&P or at least P 1 from Moody’s;

          (e) any money market or similar fund the assets of which are comprised exclusively of any of the items specified in clauses (a) through (d) above and as to which withdrawals are permitted at least every 90 days;

          (f) Investments existing on the Agreement Date and identified in Schedule 8.11 to the Agreement;

          (g) Investments by any Obligor in any other Obligor in the ordinary course of business;

          (h) Investments by any Subsidiary which is not an Obligor in any other Subsidiary which is not an Obligor;

          (i) Investments by any Obligor in any Subsidiary which is not an Obligor, the amount of which made during any Fiscal Year (as reduced by any return of capital in respect of any such Investment during such Fiscal Year), taken together with the amount of Debt incurred pursuant to Sections 8.13(d) and (p)(ii) during such Fiscal Year, does not exceed $10,000,000 (provided that the unused portion of such amount for any Fiscal Year may be carried forward to successive Fiscal Years), in each case by way of contributions to capital (including by way of organizing a Subsidiary after the Agreement Date pursuant to Section 8.25); provided that aggregate amount of Investments made under this clause (i), taken together with Debt incurred pursuant to Sections 8.13(d) and (p)(ii), shall not exceed $25,000,000 outstanding at any time;

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          (j) Investments by any Obligor in any Receivables Entity pursuant to a Qualified Receivables Transaction;

          (k) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

          (l) deposit accounts maintained in the ordinary course of business;

          (m) Investments constituting Hedge Agreements entered into in the ordinary course of business;

          (n) Investments acquired by the Obligors in the ordinary course of business in respect of Accounts that have become delinquent, including securities of a delinquent Account Debtor received by any Borrower or the Guarantor in connection with a plan of reorganization of the Debt of such Account Debtor;

          (o) loans and advances to employees and officers in the ordinary course of business not to exceed $10,000,000 in aggregate outstanding principal amount at any time;

          (p) Permitted Acquisitions;

          (q) Permitted Guarantees;

          (r) Investments received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

          (s) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

          (t) advances of payroll payments to employees in the ordinary course of business;

          (u) so long as the requirements set forth in clauses (a) and (c) of the definition of “Specified Conditions” are satisfied and Combined Availability is not less than 15% of the Maximum Revolver Amount before and after giving effect to such Investments, Investments not to exceed $50,000,000 in the aggregate during any Fiscal Year; and

          (v) other Investments, so long as the Specified Conditions shall have been satisfied.

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          “Permitted Liens” means, with respect to the Borrowers and their Subsidiaries, the Liens listed below:

          (a) Liens for Taxes not delinquent or statutory Liens for Taxes; provided that (i) such Lien is junior in priority (other than Liens securing Taxes not to exceed $5,000,000 at any time, subject in all events to the Agent’s right to impose Reserves with respect to such Taxes in accordance with Section 2.7 in its Reasonable Credit Judgment) to the Agent’s Liens or (ii) the payment of such Taxes which are due and payable is being Properly Contested;

          (b) the Agent’s Liens;

          (c) Liens consisting of deposits or pledges of cash or cash equivalents made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or purchase, supply or other contracts (other than for the repayment of Debt) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure statutory obligations (other than liens arising under ERISA or the PBA or Environmental Liens) or surety or appeal bonds; provided, that the aggregate outstanding face amount of bonds that are secured by any pledge of assets shall not at any time exceed $100,000,000 at any time during the Fiscal Year of Obligors ending December 31, 2008, which amount shall be increased by $7,500,000 in each subsequent Fiscal Year thereafter;

          (d) Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that if any such Lien arises from the nonpayment of such claims or demand when due, such claims or demands do not exceed $5,000,000 in the aggregate or are being Properly Contested;

          (e) Liens securing Capital Leases and purchase money Debt to the extent such Capital Leases or purchase money Debt are permitted in Section 8.13(c);

          (f) Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, zoning, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate; provided that they do not in the aggregate materially detract from the value of the Real Estate or materially interfere with its use in the ordinary conduct of the Borrowers’ business;

          (g) Liens arising from judgments and attachments in connection with court proceedings; provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and the judgments or other orders secured by such Liens are being Properly Contested;

          (h) licenses, sublicenses, leases or subleases granted to other Persons not materially interfering with the conduct of the business of the Borrowers and their Subsidiaries taken as a whole or the Agent’s rights with respect to the Collateral;

          (i) any interest or title of a lessor, sublessor, licensee or licensor under any lease, sublease, sublicense or license agreement not prohibited by the Agreement;

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          (j) Liens in favor of a banking institution encumbering deposits (including the right of set-off) held by such banking institution incurred in the ordinary course of business;

          (k) Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition;

          (l) Liens arising from precautionary UCC filings or PPSA filings regarding “true sale” to a Receivable Entity pursuant to a Qualified Receivables Transaction or “true” operating leases or the bailment or consignment of goods to any Obligor or any Subsidiary, to the extent such lease, bailment or consignment is not otherwise in violation of the Agreement;

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

          (n) Liens identified on Schedule 8.18;

          (o) Liens securing Refinancing Debt to the extent such Liens are permitted in the definition of “Refinancing Debt”;

          (p) Liens on the property of the Target in a Permitted Acquisition, so long as such Liens were in existence prior to and were not incurred in connection with or in contemplation of the Permitted Acquisition and do not extend to any assets other than those of the Target;

          (q) Liens on property of a Receivables Entity imposed in connection with a Qualified Receivables Transaction;

          (r) Liens securing Debt permitted under Section 8.13(r);

          (s) Liens on any Like-Kind Exchange Account and any Replacement Property that is acquired in a Like-Kind Exchange, in each case granted pursuant to and in connection with a Like-Kind Exchange in favor of any applicable Qualified Intermediary to facilitate such Like-Kind Exchange;

          (t) Liens securing Debt of any Subsidiary that is not an Obligor pursuant to Section 8.13(s); and

          (u) other Liens so long as the aggregate outstanding principal amount of Debt at any time secured thereby does not exceed $5,000,000.

          “Permitted Priority Liens” means Permitted Liens described in clauses (a) and (d) of the definition thereof.

          “Person” means any individual, sole proprietorship, partnership, limited liability company, unlimited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

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          “Plan” means any employee benefit plan (including such plans as defined in Section 3(3) of ERISA) which an Obligor sponsors or maintains or to which an Obligor or a Subsidiary of an Obligor makes, is making, or is obligated to make contributions and includes any Pension Plan.

          “PPSA” means the Personal Property Security Act (Ontario) and the regulations promulgated thereunder, as amended from time to time, provided, however, if validity, perfection and effect of perfection and non-perfection of the Agent’s security interest in any Collateral of any Canadian Obligor are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA means those personal property security laws (including the Civil Code of Quebec) in such other jurisdiction for the purposes of the provisions hereof relating to such validity, perfection, and effect of perfection and non-perfection and for the definitions related to such provisions, as from time to time in effect.

          “Preferred Repurchase” means the repurchase, redemption and immediate retirement of all of the shares of Holdings’ Series C and D preferred stock pursuant to the Repurchase Agreement for an aggregate consideration of approximately $679,000,000 (and in any event not to exceed $700,000,000).

          “Priority Payable Reserves” means reserves established in the reasonable credit judgment of the Agent for amounts secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to the Agent’s Liens, including, without limitation, in the Reasonable Credit Judgment of the Agent, any such amounts due and not paid for vacation pay, amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), amounts currently or past due and not paid for realty, municipal or similar Taxes (to the extent impacting personal or moveable property) and all amounts currently or past due and not contributed, remitted or paid to any Plan or under the Canada Pension Plan, the PBA or any similar legislation.

          “Pro Rata Share” means:

          (a) with respect to a U.S. Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such U.S. Lender’s U.S. Revolving Credit Commitment and the denominator of which is the sum of the amounts of all of the U.S. Lenders’ U.S. Revolving Credit Commitments, or if no U.S. Revolving Credit Commitments are outstanding, a fraction (expressed as a percentage), (x) the numerator of which is the amount of U.S. Revolving Loans and Specified Loans owed to such U.S. Lender plus such U.S. Lender’s participation in the aggregate undrawn face amount of all outstanding Letters of Credit, plus such U.S. Lender’s participation in the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit and (b) the denominator of which is the aggregate amount of the U.S. Revolving Loans and Specified Loans owed to the U.S. Lenders, plus the aggregate undrawn face amount of all outstanding Letters of Credit, plus the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit, in each case giving effect to a U.S. Lender’s participation in U.S. Swingline Loans and U.S. Agent Advances;

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          (b) with respect to a Canadian Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such Canadian Lender’s Canadian Revolving Credit Commitment and the denominator of which is the sum of the amounts of all of the Canadian Lenders’ Canadian Revolving Credit Commitments, or if no Canadian Revolving Credit Commitments are outstanding, a fraction (expressed as a percentage), (x) the numerator of which is the amount of Canadian Revolving Loans owed to such Canadian Lender and (y) the denominator of which is the aggregate amount of the Canadian Revolving Loans owed to the Canadian Lenders, in each case giving effect to a Canadian Lender’s participation in Canadian Swingline Loans and Canadian Agent Advances; and

          (c) with respect to a Participating Lender, the fraction described in clause (a) above for such Person in its capacity as a U.S. Lender.

          “Proceeds of Crime Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations promulgated thereunder.

          “Progress Billing” means any invoice for goods sold or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon any Obligor’s or any Subsidiary of an Obligor’s completion of any further performance under the contract or agreement; provided that in no event will any invoice for rent under a Lease be considered a Progress Billing.

          “Properly Contested” means, in the case of any Debt or other obligation of an Obligor (including any Taxes) that is not paid as and when due or payable by reason of such Obligor’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof, (a) such Debt or obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Obligor has established appropriate reserves for the contested obligation in conformity with GAAP; (c) the non-payment of such Debt or obligation will not be reasonably likely to have a Material Adverse Effect and will not result in a material risk of forfeiture or sale of any material assets of such Obligor; (d) if the Debt or obligation results from, or is determined by the entry, rendition or issuance against an Obligor or any of its assets of, a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review; and (e) if such contest (including on any appeal or judicial review) is abandoned, settled or determined adversely (in whole or in part) to such Obligor, such Obligor pays such Debt or obligation, and all penalties, interest and other amounts due in connection therewith, within 30 days following such abandonment, settlement or adverse determination.

          “Proprietary Rights” means all of each Obligor’s and each of their Subsidiary’s now owned and hereafter arising or acquired licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing, and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing.

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          “Qualified Intermediary” means any Person acting in its capacity as a qualified intermediary to facilitate any Like-Kind Exchange operate and/or own a Like-Kind Exchange Account.

          “Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by any Obligor and/or any Subsidiary of an Obligor pursuant to which such Obligor and/or Subsidiary may sell, assign, convey, participate, contribute to capital or otherwise transfer to (a) a Receivables Entity (in the case of a transfer by any Obligor or any Subsidiary of an Obligor) or (b) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in or pledge, any Accounts or interests therein (whether now existing or arising in the future) of any Obligor or any Subsidiary of an Obligor, and any assets (which, in the case of tangible assets, are sold giving rise to the Accounts) related thereto, including, without limitation, all collateral securing such Accounts, all contracts and contract rights, purchase orders, Leases, security interests, financing statements or other documentation in respect of such Accounts and all guarantees, indemnities, warranties or other documentation or other obligations in respect of such Account, any other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with assets securitization transactions involving receivables similar to such Accounts and any collections or proceeds of any of the foregoing (the “Related Assets”). For the avoidance of doubt, the transactions contemplated by the Existing Securitization Facility as of the date hereof constitute Qualified Receivables Transactions.

          “RDPRM” means the Registre des Droits Personnels et Réels Mobiliers.

          “Real Estate” means all of each Obligor’s and each of their Subsidiaries now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds and future interests, together with all of each Obligor’s and each of their Subsidiaries now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements appurtenant thereto.

          “Reasonable Credit Judgment” means, as applicable, the Agent’s commercially reasonable judgment, exercised in good faith, as to any factor, event, condition or other circumstance which the Agent, as applicable, reasonably determines: (a) will or could adversely affect the quantity, quality or value of the Collateral, the enforceability or priority of the Agent’s Liens thereon or the amount which the Agent or the Lenders would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of the Collateral or (b) suggests that any collateral report or financial information delivered to the Agent by any Obligor or any Person on behalf of thereof is incomplete, inaccurate or misleading in any material respect, (c) materially increases the likelihood of any event described in Section 10.1(e), (f), (g) or (h) involving an Obligor or (d) creates an Event of Default. In exercising such judgment, the Agent may consider, without duplication, factors already included in or tested by the definition of Eligible Rental Equipment or Eligible Merchandise and Consumables Inventory, and any other criteria including: (i) changes after the Closing Date in any concentration of risk with respect to Eligible Rental Equipment or Eligible Merchandise and Consumables Inventory and (ii) any other factors arising after the Closing Date that affect or that could affect the credit risk of lending to the Borrowers on the security of the Collateral.

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          “Receivables Entity” means (a) any existing Subsidiary or other Investment of the Company which is listed on Schedule 1.4 or (b) any wholly owned Subsidiary of the Company or one of its other Subsidiaries (or another Person in which the Company or one of its other Subsidiaries makes an Investment and to which the Company or one of its other Subsidiaries transfers Accounts and Related Assets) formed after the Closing Date, in each such case, which engages in no activities other than in connection with the financing of Accounts or interests therein and Related Assets and any business or activities incidental or related to such business and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity and: (i) no portion of the Debt or any other obligations (contingent or otherwise) of which: (A) is guaranteed by any Obligor (excluding guarantees of obligations (other than direct guarantees of principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings); (B) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings; or (C) subjects any property or asset of any Obligor, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (ii) with which no Obligor has any material contract, agreement, arrangement or understanding (except in connection with a Standard Securitization Undertaking or Qualified Receivables Transaction) other than (A) on terms no less favorable to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of the Company, and (B) fees payable in the ordinary course of business in connection with servicing Accounts; and (iii) to which neither the Company nor any Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

          Any such designation by the Board of Directors of the Company shall be evidenced to the Agent by delivering to the Agent a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the foregoing conditions.

          “Refinancing Debt” means with respect to any Debt (the “Refinanced Debt”), any other Debt which extends, refinances, refunds, replaces or renews such Debt; provided that (a) the principal amount (or accreted value, if applicable) of such Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Debt except by an amount equal to unpaid accrued interest and premium (including applicable prepayment penalties) thereof plus fees and expenses reasonably incurred in connection therewith, (b) any Liens securing such Refinancing Debt do not attach to any property of any obligor that did not secure the Refinanced Debt, (c) no obligor that was not previously liable for the repayment of such Refinanced Debt is or is required to become liable for the Refinancing Debt, (d) such extension, refinancing, refunding, replacement or renewal does not result in the Refinancing Debt having a shorter weighted average life to maturity than the Refinanced Debt, and (e) if the Refinanced was subordinated in right of payment to the Obligations, then the terms and conditions of the Refinancing Debt shall include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the Refinanced Debt.

          “Register” has the meaning specified in Section 13.22.

          “Related Assets” has the meaning specified in the definition of “Qualified Receivables Transaction.”

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          ““Related Canadian Lender” has the meaning specified in Section 12.2(b).

          “Relinquished Property” has the meaning specified in the definition of Like-Kind Exchange.

          “Release” means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor environment or into or out of any Real Estate or other property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Real Estate or other property.

          “Rent Reserves” means such reserves as may be established from time to time by the Agent in its Reasonable Credit Judgment with respect to leased locations or bailees of the Obligors where Eligible Rental Equipment or Eligible Merchandise and Consumables Inventory is located to the extent the Agent has not received a Collateral Access Agreement from the lessor or bailee at any such location, provided that such reserves for any location shall not exceed two (2) months’ rent at such location.

          “Rental Equipment” means tangible personal property which is offered for sale or rent (or offered for sale as used equipment) by an Obligor in the ordinary course of its business or used in the business of the Obligors and their Subsidiaries and included in fixed assets in the consolidated accounts of Holdings, including Inventory that Holdings currently describes as “rental equipment” in such consolidated accounts, but excluding any Merchandise and Consumables Inventory.

          “Replacement Property” has the meaning specified in the definition of Like-Kind Exchange.

          “Reportable Event” means, any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

          “Repurchase Agreement” means the purchase agreement to be dated on or about June 10, 2008 among Holdings, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA), L.P.

          “Requested Commitment Increase” has the meaning specified in Section 2.8(a).

          “Required Lenders” means, at any time, Lenders having U.S. Revolving Credit Commitments representing at least 50.1% of the aggregate U.S. Revolving Credit Commitments at such time; provided, however, that if any Lender (or any related Canadian Lender thereof) shall remain a Defaulting Lender, the term “Required Lenders” means Lenders having U.S. Revolving Credit Commitments representing at least 50.1% of the aggregate U.S. Revolving Credit Commitments at such time (excluding the U.S. Revolving Credit Commitment of any such Lender that is (or any such Lender whose related Canadian Lender is) a Defaulting Lender); provided further, however, that if the U.S. Revolving Credit Commitments have been terminated, the term “Required Lenders” means Lenders holding U.S. Revolving Loans (including U.S. Swingline Loans) representing at least 50.1% of the aggregate principal amount of U.S. Revolving Loans (including U.S. Swingline Loans) outstanding at such time (excluding U.S. Revolving Loans of any such Lender that is (or any such Lender whose related Canadian Lender is) a Defaulting Lender).

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          “Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

          “Reserves” means reserves that limit the availability of credit hereunder, consisting of reserves against Availability, Eligible Merchandise and Consumables Inventory and Eligible Rental Equipment, established by the Agent from time to time in the Agent’s Reasonable Credit Judgment in accordance with Section 2.7(a) of the Agreement. Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of the Agent’s credit judgment: (a) Bank Product Reserves, (b) Rent Reserves, (c) warehousemen’s and bailees’ charges, (d) Priority Payable Reserves and (e) Specified Reserves.

          “Responsible Officer” means the President, any Vice President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, legal counsel, or any other executive or financial officer of Holdings or any other Obligor, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants and the preparation of the Borrowing Base Certificate, the president, chief financial officer or the treasurer of Holdings, or any other officer having substantially the same authority and responsibility.

          “Reuters Screen LIBOR01 Page” means the display designated on page “LIBOR01” on Reuters Money 3000 Services (or such other page as may replace the LIBOR01 page on that service) or such services displaying the London interbank offered rate for deposits in Dollars as may replace Reuters Money 3000 Service.

          “Revolving Credit Borrowing” means a Borrowing comprised of Revolving Loans.

          “Revolving Credit Commitments” means the U.S. Revolving Credit Commitments and the Canadian Revolving Credit Commitments, as the context requires.

          “Revolving Credit Lender” means a Lender with a Revolving Credit Commitment or an outstanding Revolving Loan.

          “Revolving Loans” means the U.S. Revolving Loans and Canadian Revolving Loans, as the context requires.

          “S&P” means Standard & Poor’s Ratings Group, Inc., or any successor thereto.

          “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

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          “Secured Parties” means, collectively, the Agent, the Lenders, each Bank, each Letter of Credit Issuer, the Indemnified Parties and each of the Agent, any Lender or Affiliate of the Agent or such Lender to which is owed Designated Bank Products Obligations.

          “Securitization Percentage” means, at any time, with respect to any Qualified Receivables Transaction pursuant to which any third party purchases any interest in any Accounts of Holdings or any of its Subsidiaries, the sum of reserves and discounts (including, without limitation, any yield reserve, loss reserve, collection agent fee reserve and dilution reserve) required under such Qualified Receivables Transaction to be included in the calculation of such third party’s interest in such Accounts, divided by the face amount of such Accounts, expressed as a percentage.

          “Security Agreements” means, collectively, the U.S. Security Agreement and the Canadian Security Agreement.

          “Security Documents” means the U.S. Security Documents and the Canadian Security Documents.

          “Senior Secured Debt” means, at any date of determination, the secured Debt for Borrowed Money of Holdings and its Subsidiaries at such time, excluding any Debt subordinated to the Obligations on terms reasonably satisfactory to the Agent.

          “Senior Secured Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) Senior Secured Debt as of the last day of such Fiscal Quarter to (b) Consolidated EBITDA for the four (4) Fiscal Quarter period then ending. For purposes of Section 8.23, the Senior Secured Leverage Ratio shall be calculated pursuant to the second and third paragraphs of the definition of “Fixed Charge Coverage Ratio”.

          “Settlement” and “Settlement Date” have the meanings specified in Section 13.15(a)(ii).

          “Software” means all “software” as such term is defined in the UCC, now owned or hereafter acquired by any Obligor or any of their Subsidiaries, other than software embedded in any category of Goods, including all computer programs and all supporting information provided in connection with a transaction related to any program.

          “Solvent” or “Solvency” means, when used with respect to any Person, that at the time of determination:

          (a) the assets of such Person, at a fair valuation, are in excess of the total amount of its debts (including contingent liabilities); and

          (b) the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; and

          (c) it is then able and expects to be able to pay its debts (including contingent debts and other commitments) as they mature; and

          (d) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

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          For purposes of determining whether a Person is Solvent, (i) the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability, and (ii) the provisions of Section 4.15 of the Agreement shall be taken into account.

          “Specified Borrowing” means a Borrowing comprised of Specified Loans.

          “Specified Conditions” means, at any time of determination with respect to any Specified Payment or other event, that both before and immediately after such Specified Payment or other event (including any Loans made in connection therewith) (a) no Default or Event of Default has occurred and is continuing, (b) Combined Availability shall not be less than 20% of the Maximum Revolver Amount, (c) Holdings and the other Obligors shall be in pro forma compliance with the covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective, and measured as of the last day of the most recently ended Fiscal Quarter for which financial statements were delivered in accordance with Section 6.2) and (d) such Specified Payment or other event shall be in compliance with the Requirement of Law.

          “Specified Loan Borrower” has the meaning specified in the introductory paragraph to the Agreement.

          “Specified Loan Designated Account” has the meaning specified in Section 2.10(b).

          “Specified Loan Notice of Borrowing” has the meaning specified in Section 2.10(a).

          “Specified Loans” means the revolving loans made by Lenders to the Specified Loan Borrower pursuant to Section 2.3.

          “Specified Payment” means (a) any Permitted Acquisition, (b) Distributions pursuant to clause (c) or (d) of the definition of “Permitted Distributions” and (c) Investments pursuant to clause (v) of the definition of “Permitted Investments”.

          “Specified Reserves” means reserves established from time to time that represent Dollar amounts that the Agent in its reasonable credit judgment believes may be required (a) in connection with the preservation, protection, collection or realization of Collateral or (b) in connection with any obligations, agreement or undertaking of any Obligor set forth in the Agreement or any of the other Loan Documents.

          “Standard Securitization Undertakings” means the representations, warranties, covenants, indemnities and performance guarantees of the Company or any of its Subsidiaries to a Receivables Entity or its order and servicing obligations entered into by the Company or any of its Subsidiaries (other than a Receivables Entity) and the provision of cash equivalents to pay fees and expenses reasonably related thereto or any Refinancing Debt thereof permitted pursuant to Section 8.13, in each case which are reasonably customary in securitization transactions.

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          “Stated Termination Date” means June 7, 2013.

          “Stock” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company, unlimited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

          “Subordinated Debt” means the Existing Public Debt (other than the 6½% Senior Notes and the Holdco Notes) and any other Debt subordinated to, or required under the Loan Documents to be subordinated to, the Debt under the Loan Documents.

          “Subsidiary” of a Person means any corporation, association, partnership, limited liability company, unlimited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of Holdings.

          “Supermajority Lenders” means, at any time, Lenders having U.S. Revolving Credit Commitments representing at least 66% of the aggregate U.S. Revolving Credit Commitments at such time; provided, however, that if any Lender (or any related Canadian Lender thereof) shall remain a Defaulting Lender, the term “Supermajority Lenders” means Lenders having U.S. Revolving Credit Commitments representing at least 66% of the aggregate U.S. Revolving Credit Commitments at such time (excluding the U.S. Revolving Credit Commitment of any such Lender that is (or any such Lender whose related Canadian Lender is) a Defaulting Lender); provided further, however, that if the U.S. Revolving Credit Commitments have been terminated, the term “Supermajority Lenders” means Lenders holding U.S. Revolving Loans (including U.S. Swingline Loans) representing at least 66% of the aggregate principal amount of U.S. Revolving Loans (including U.S. Swingline Loans) outstanding at such time (excluding U.S. Revolving Loans of any such Lender that is (or any such Lender whose related Canadian Lender is) a Defaulting Lender).

          “Supporting Letter of Credit” has the meaning specified in Section 2.4(g).

          “Swingline Commitment” means collectively, the U.S. Swingline Commitment and the Canadian Swingline Commitment.

          “Swingline Lender” means the U.S. Swingline Lender or Canadian Swingline Lender.

          “Swingline Loan” and “Swingline Loans” means the collective reference to the U.S. Swingline Loan or U.S. Swingline Loans or the Canadian Swingline Loan or the Canadian Swingline Loans, in each case as the context requires.

          “Syndication Agent” has the meaning specified in the preamble to the Agreement.

          “Target” has the meaning specified in the definition of “Permitted Acquisition”.

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          “Taxes” means any and all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities (including interest, penalties and additions to tax) with respect thereto imposed by any Governmental Authority.

          “Termination Date” means the earliest to occur of (a) the Stated Termination Date, (b) the date the Commitments are terminated either by the Borrowers pursuant to Section 4.4 or by the Required Lenders pursuant to Section 10.2, and (c) the date the Agreement is otherwise terminated for any reason whatsoever pursuant to the terms of the Agreement.

          “Titled Goods” means vehicles and similar items that are (a) subject to certificate-of-title statutes or regulations under which a security interest in such items are perfected by an indication on the certificates of title of such items (in lieu of filing of financing statements under the UCC), (b) evidenced by certificates of ownership or other registration certificates issued or required to be issued under the laws of any jurisdiction or (c) “motor vehicles” for purposes of the PPSA.

          “Total Leverage Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) all Debt for Borrowed Money of the Company and its Subsidiaries as of the last day of such Fiscal Quarter to (b) Consolidated EBITDA for the four (4) Fiscal Quarter period then ending. The Total Leverage Ratio shall be calculated pursuant to the second and third paragraphs of the definition of “Fixed Charge Coverage Ratio”.

          “Transactions” means, collectively, (a) the execution, delivery and performance by the Obligors of the Loan Documents to which they are a party and the making of the borrowings hereunder, (b) the repayment of certain Debt, (c) the Preferred Repurchase and the execution, delivery and performance by Holdings of the Repurchase Agreement, (d) the issuance and sale of the Holdco Notes and the execution, delivery and performance by Holdings of the Holdco Notes Documents and (e) the payment of related fees and expenses and, as applicable, prepayment penalties, in connection with each of the foregoing.

          “Type” means any type of a Loan determined with respect to the interest option applicable thereto, which shall be a LIBOR Loan, a BA Equivalent Loan, a Base Rate Loan or a Canadian Prime Rate Loan.

          “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests.

          “Unfunded Canadian Loan Participation” means, in respect of any Participating Lender’s Canadian Loan Participation in a Canadian Revolving Loan of the Canadian Funding Banks, the principal amount of such Canadian Loan Participation minus the amount of such Participating Lender’s Funded Canadian Loan Participation in such Canadian Revolving Loan.

          “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA or other applicable law, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code or other applicable laws for the applicable plan year and includes, with respect to any Canadian Pension Plan, any unfunded liability or solvency deficiency as determined for the purposes of the PBA.

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          “Unused Letter of Credit Subfacility” means an amount equal to the Letter of Credit Subfacility minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit.

          “Unused Line Fee” has the meaning specified in Section 3.5.

          “URA” has the meaning specified in the introductory paragraph to the Agreement.

          “URC” has the meaning specified in the introductory paragraph to the Agreement.

          “U.S. Agent Advances” has the meaning specified in Section 2.5(h).

          “U.S. Availability” means, at any time (a) the lesser of (i) the Maximum U.S. Revolver Amount and (ii) the U.S. Borrowing Base, minus (b) the sum of the Aggregate U.S. Revolver Outstandings and the Aggregate Canadian Revolver Outstandings Funded On U.S. Borrowing Base.

          “U.S. Bank” means Bank of America, N.A., a national banking association, or any successor entity thereto.

          “U.S. Borrowers” has the meaning specified in the introductory paragraph to the Agreement.

          “U.S. Borrowing Base” means, at any time, an amount in Dollars equal to:

          (a) the sum of

          (i) the lesser of (A) $100,000,000 and (B) the Merchandise and Consumables Inventory Formula Amount with respect to the U.S. Obligors; plus

          (ii) the lesser of (A) 95% of the Net Book Value of Eligible Rental Equipment of the U.S. Obligors and (B) 85% of the Net Orderly Liquidation Value of the Eligible Rental Equipment of the U.S. Obligors; minus

          (b) Reserves from time to time established by the Agent in accordance with Section 2.7(a) of the Agreement.

          “U.S. Collateral” means all of the U.S. Obligors’ personal property, and all other assets of any Person, in each case from time to time subject to the Agent’s Liens securing payment or performance of any Obligations; provided, however, that at no time shall the term “U.S. Collateral” include any asset of a controlled foreign corporation as defined in Section 957 of the Code.

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          “U.S. Credit Facilities” means the revolving credit, swingline and letter of credit facilities provided for by this Agreement extended to the U.S. Borrowers and the Specified Loan Borrower.

          “U.S. Designated Account” has the meaning specified in Section 2.5(b).

          “U.S. Guarantee Agreement” means the Guaranty dated as of the Agreement Date, among the U.S. Guarantors for the benefit of the Secured Parties.

          “U.S. Guarantors” means (a) Holdings, (b) each Subsidiary, whether now existing or hereafter created or acquired (other than any Subsidiary that is a Receivables Entity, Immaterial Subsidiary or Foreign Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code), but including, United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC and (c) each other Person, who, in a writing accepted by the Agent, guarantees payment or performance in whole or in part of the Obligations.

          “U.S. Intellectual Property Security Agreement” means the Intellectual Property Security Agreement dated as of the Agreement Date among the U.S. Obligors for the benefit of the Secured Parties.

          “U.S. Lender” means a Lender that has a U.S. Revolving Credit Commitment.

          “U.S. Notice of Borrowing” has the meaning specified in Section 2.5(a).

          “U.S. Obligations” means all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by the U.S. Obligors, or any of them, to the Agent, the Letter of Credit Issuer, any U.S. Lender, any U.S. Secured Party and/or any Indemnified Person, arising under or pursuant to the Agreement or any of the other Loan Documents, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees, Attorney Costs, filing fees and any other sums chargeable to the U.S. Borrowers or any other U.S. Obligor hereunder or under any of the other Loan Documents. “U.S. Obligations” includes, without limitation, (a) all debts, liabilities, and obligations now or hereafter arising from or in connection with the Letters of Credit and (b) all Designated Bank Products Obligations owed by any U.S. Obligor. Anything contained herein to the contrary notwithstanding, the term U.S. Obligations shall not include any Canadian Obligations.

          “U.S. Obligors” means the U.S. Borrowers, the Specified Loan Borrower and the U.S. Guarantors.

          “U.S. Revolving Credit Borrowing” means a Borrowing comprised of U.S. Revolving Loans.

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          “U.S. Revolving Credit Commitment” means, at any date for any U.S. Lender, the obligation of such U.S. Lender to make U.S. Revolving Loans and Specified Loans and to purchase participations in Letters of Credit pursuant to the terms and conditions of this Agreement, which shall not exceed the aggregate principal amount set forth on Schedule 1.1 under the heading “Revolving Credit Commitment” or on the signature page of the Assignment and Acceptance by which it became a Lender, as modified from time to time pursuant to the terms of this Agreement or to give effect to any applicable Assignment and Acceptance; and “Revolving Credit Commitments” means the aggregate principal amount of the U.S. Revolving Credit Commitments of all U.S. Lenders, the maximum amount of which shall be the Maximum U.S. Revolver Amount; provided, however, after the termination of the U.S. Revolving Credit Commitments, the U.S. Revolving Credit Commitment of any U.S. Lender shall be deemed to be in an amount equal to the outstanding principal amount of U.S. Revolving Loans and Specified Loans owing to such U.S. Lender.

          “U.S. Revolving Loans” means the revolving loans made pursuant to Section 2.2(a), each U.S. Agent Advance and U.S. Swingline Loan.

          “U.S. Secured Parties” means, collectively, the Agent, the U.S. Lenders, the U.S. Bank, the Letter of Credit Issuer, the Indemnified Parties and each of the Agent, any U.S. Lender or any Affiliate of the Agent or such U.S. Lender to which is owed any Designated Bank Product Obligations, in each case in its capacity as an obligee of U.S. Obligations.

          “U.S. Security Agreements” means, collectively, (a) the Security Agreement, dated as of the Agreement Date, among Holdings, the U.S. Borrowers and the U.S. Guarantors, for the benefit of the Secured Parties, and (b) any security agreement executed and delivered after the Agreement Date by a Person that becomes a Borrower or a U.S. Guarantor hereunder in accordance with Section 8.25(a).

          “U.S. Security Documents” means the U.S. Intellectual Property Security Agreement, the U.S. Security Agreements and any other agreements, instruments, and documents heretofore, now or hereafter securing or guaranteeing any of the Obligations.

          “U.S. Subsidiary Borrowers” has the meaning specified in the introductory paragraph to the Agreement.

          “U.S. Swingline Commitment” means the Commitment of the U.S. Bank to make loans pursuant to Section 2.5(g).

          “U.S. Swingline Lender” means the U.S. Bank or any successor financial institution agreed to by the Agent, in its capacity as provider of U.S. Swingline Loans.

          “U.S. Swingline Loan” and “U.S. Swingline Loans” have the meanings specified in Section 2.5(g).

          “U.S. Swingline Sublimit” has the meaning specified in Section 2.5(g).

          “Value” means, with reference to the value of Eligible Merchandise and Consumables Inventory, value determined on the basis of the lower of cost or market value of such Eligible Merchandise and Consumables Inventory, with the cost thereof calculated on a first-in, first-out basis, determined in accordance with GAAP.

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          “Vendor Lease” means a lease pursuant to which any Person leases Inventory or Rental Equipment from a Vendor Lessor, whether or not such lease constitutes an operating lease or a Capital Lease under GAAP and whether or not such lease constitutes a true lease or a secured transaction under the Code or other applicable law.

          “Vendor Lessor” means any Person who leases Inventory or Rental Equipment to Holdings a Borrower or a Guarantor pursuant to a Vendor Lease.

          1.2 Accounting Terms. Any accounting term used in the Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations in the Agreement shall be computed, unless otherwise specifically provided therein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the Financial Statements.

          1.3 Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

                    (b) The words “hereof,” “herein,” “hereunder” and similar words refer to the Agreement as a whole and not to any particular provision of the Agreement; and Subsection, Section, Schedule and Exhibit references are to the Agreement unless otherwise specified.

                    (c) The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

                    (i) The term “including” is not limiting and means “including without limitation.”

                    (ii) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

                    (iii) The word “or” is not exclusive.

                    (d) Unless otherwise expressly provided herein, (i) references to agreements (including the Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

                    (e) The captions and headings of the Agreement and other Loan Documents are for convenience of reference only and shall not affect the interpretation of the Agreement.

                    (f) The Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms.

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                    (g) The Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agent, the Borrowers, the Guarantors and the other parties, and are the products of all parties. Accordingly, they shall not be construed against the Lenders or the Agent merely because of the Agent’s or Lenders’ involvement in their preparation.

                    (h) For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (i) ”personal property” shall be deemed to include “movable property”, (ii) ”real property” shall be deemed to include “immovable property”, (iii) ”tangible property” shall be deemed to include “corporeal property”, (iv) ”intangible property” shall be deemed to include “incorporeal property”, (v) ”security interest” and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (ix) ”goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (x) an “agent” shall be deemed to include a “mandatory”.

          1.4 Classification of Loans and Borrowings. For purposes of the Agreement, Loans may be classified and referred to by class (e.g., a “Canadian Revolving Loan”, “U.S. Revolving Loan” or “Specified Loan”) or by Type (e.g., a “LIBOR Loan”) or by class and Type (e.g., a “Canadian Revolving BA Equivalent Loan”). Borrowings also may be classified and referred to by class (e.g., a “Canadian Revolving Borrowing”, “U.S. Revolving Borrowing” or “Specified Borrowing”) or by Type (e.g., a “LIBOR Borrowing”) or by class and Type (e.g., a “Canadian Revolving BA Equivalent Borrowing”).

          1.5 Effectuation of Transactions. Each of the representations and warranties of Holdings and the other Obligors contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions (or such portion thereof as shall be consummated as of the date of the applicable representation or warranty), unless the context otherwise requires.

          1.6 Currency. All Canadian Revolving Loans and Specified Loans shall be made and denominated in Cdn. Dollars. Canadian Revolving Loans and Specified Loans, interest thereon and the Canadian Loan Participation Fees in respect of Unfunded Canadian Loan Participations in Canadian Revolving Loans to the Canadian Borrowers and any other Obligor’s payment obligations expressly payable in Cdn. Dollars shall all be payable in Cdn. Dollars. However, for purposes of determining compliance with covenant and default limitations and other monetary thresholds, all fees and amounts payable hereunder and all calculations hereunder, including, without limitation, the amount of each Borrowing Base, the Aggregate Canadian Revolver Outstandings, the Maximum Revolver Amount, the Maximum Canadian Revolver Amount, the U.S. Availability, the Canadian Availability and each Lender’s Commitments as of any date shall all be calculated in Dollars or the Equivalent Amount in Dollars.

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ARTICLE II

LOANS AND LETTERS OF CREDIT

          2.1 Credit Facilities.

                    (a) Subject to all of the terms and conditions of this Agreement, (i) the U.S. Lenders agree to make U.S. Revolving Loans to the U.S. Borrowers on the Closing Date and at any time and from time to time prior to the Termination Date, in an aggregate principal amount outstanding not in excess of the Maximum U.S. Revolver Amount, (ii) the U.S. Bank agrees to extend credit to the U.S. Borrowers, at any time and from time to time prior to the Termination Date, in the form of U.S. Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of the U.S. Swingline Sublimit, and (iii) the Letter of Credit Issuer agrees to issue Letters of Credit on behalf of the U.S. Borrowers, in an aggregate face amount at any time outstanding not in excess of the Letter of Credit Subfacility. The proceeds of the U.S. Revolving Loans and the U.S. Swingline Loans are to be used solely by the U.S. Borrowers to repay certain existing Debt, to pay related fees and expenses of the Transactions and to finance ongoing working capital needs (including, without limitation, purchases of Equipment) and general corporate purposes (including Permitted Acquisitions) of the U.S. Borrowers and their Subsidiaries.

                    (b) Subject to all of the terms and conditions of this Agreement, the U.S. Lenders agree to make Specified Loans in Canadian Dollars to the Specified Loan Borrower on the Closing Date and at any time and from time to time prior to the Termination Date, in an aggregate principal amount at any time outstanding not in excess of the Maximum Specified Loan Sublimit. The proceeds of the Specified Loans are to be used to repay certain existing Debt, to pay related fees and expenses of the Transactions and to finance ongoing working capital needs (including, without limitation, purchases of Equipment) and general corporate purposes (including Permitted Acquisitions) of the Specified Loan Borrower.

                    (c) Subject to all of the terms and conditions of this Agreement, (i) the Canadian Lenders agree to make Canadian Revolving Loans to the Canadian Borrowers on the Closing Date and at any time and from time to time prior to the Termination Date, in an aggregate principal amount at any time outstanding not in excess of Maximum Canadian Revolver Loan Amount and (ii) the Canadian Bank agrees to extend credit to the Canadian Borrowers, at any time and from time to time prior to the Termination Date, in the form of Canadian Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of the Canadian Swingline Sublimit. The proceeds of Canadian Revolving Loans and the Canadian Swingline Loans are to be used to repay certain existing Debt, to pay related fees and expenses of the Transactions and to finance ongoing working capital needs (including, without limitation, purchases of Equipment) and general corporate purposes (including Permitted Acquisitions) of the Canadian Borrowers and their Subsidiaries.

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          2.2 Revolving Loans.

                    (a) Subject to all of the terms and conditions of this Agreement, each U.S. Lender severally, but not jointly, agrees, upon the Borrowers’ Agent’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans to the U.S. Borrowers in amounts not to exceed such U.S. Lender’s Pro Rata Share of U.S. Availability. The U.S. Lenders, however, in their unanimous discretion, may elect to make U.S. Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the U.S. Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the U.S. Lenders shall be deemed thereby to have changed the limits of the U.S. Borrowing Base or to be obligated to exceed such limits on any other occasion. If any such Borrowing would exceed U.S. Availability, the U.S. Lenders may refuse to make or may otherwise restrict the making of U.S. Revolving Loans as the U.S. Lenders determine until such excess has been eliminated, subject to the Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.5(h).

                    (b) Subject to all of the terms and conditions of this Agreement, each Canadian Lender severally, but not jointly, agrees, upon the Borrowers’ Agent’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans to the Canadian Borrowers in amounts not to exceed such Canadian Lender’s Pro Rata Share of Canadian Availability. The Canadian Lenders, however, in their unanimous discretion, may elect to make Canadian Revolving Loans in excess of the Canadian Availability (but not to exceed the Maximum Canadian Revolver Amount) on one or more occasions, but if they do so, neither the Agent nor the Canadian Lenders shall be deemed thereby to have changed the limits of the Canadian Availability or the Maximum Canadian Revolver Amount or to be obligated to exceed such limits on any other occasion. If any such Borrowing would exceed Canadian Availability, the Canadian Lenders may refuse to make or may otherwise restrict the making of Canadian Revolving Loans as the Canadian Lenders determine until such excess has been eliminated, subject to the Agent’s authority, in its sole discretion, to make Canadian Agent Advances pursuant to the terms of Section 2.6(i).

          2.3 Specified Loans. Subject to all of the terms and conditions of this Agreement, each U.S. Lender severally, but not jointly, agrees, upon the Borrowers’ Agent’s request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans to the Specified Loan Borrower in amounts not to exceed such U.S. Lender’s Pro Rata Share of U.S. Availability. If any such Borrowing would exceed U.S. Availability, the U.S. Lenders may refuse to make or may otherwise restrict the making of Specified Loans as the U.S. Lenders determine until such excess has been eliminated.

          2.4 Letters of Credit.

                    (a) Agreement to Issue or Cause to Issue. Subject to all of the terms and conditions of this Agreement, the Agent agrees to cause the Letter of Credit Issuer to issue for the account of any U.S. Borrower one or more commercial/documentary and standby letters of credit denominated in Dollars (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) and to amend, renew or extend Letters of Credit previously issued by the Letter of Credit Issuer (unless otherwise provided below).

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                    (b) Amounts; Outside Expiration Date. The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit at any time if (i) the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit would exceed U.S. Availability; or (iii) such Letter of Credit has an expiration date later than 12 months after the date of issuance, in the case of standby letters of credit (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer), or later than 180 days after the date of issuance, in the case of documentary letters of credit; provided that in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the U.S. Lenders shall be deemed to have authorized the Letter of Credit Issuer to permit extensions of such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Termination Date, unless the Agent shall have received written notice from the Required Lenders declining to consent to any such extension at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may decline to consent to any such extension if all of the requirements of this Section 2.4 are met and no Default or Event of Default has occurred and is continuing.

                    (c) Other Conditions. In addition to the conditions precedent contained in Article IX, the obligation of the Agent to issue or to cause to be issued any applicable Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably acceptable to the Agent:

          (i) The applicable Borrower shall have delivered to the applicable Letter of Credit Issuer, at least three (3) Business Days (or such shorter period as the applicable Letter of Credit Issuer may agree) in advance of the proposed date of issuance of any Letter of Credit, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the Agent for the issuance of the Letter of Credit and such other documents as may be reasonably required pursuant to the terms thereof, and the form of the proposed Letter of Credit shall be reasonably satisfactory to the Agent and the applicable Letter of Credit Issuer; and

          (ii) As of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

                    (d) Issuance of Letters of Credit. (i) Request for Issuance. The applicable Borrower shall notify the Agent of a requested Letter of Credit at least three (3) Business Days (or such shorter period as the applicable Letter of Credit Issuer may agree) prior to the proposed issuance date. Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The applicable Borrower shall attach to such notice the proposed form of the Letter of Credit.

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                    (ii) Responsibilities of the Agent; Issuance. As of the Business Day immediately preceding the requested issuance date of each Letter of Credit, the Agent shall determine the amount of the Unused Letter of Credit Subfacility and U.S. Availability. If (A) the aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is less than the Unused Letter of Credit Subfacility, and (B) the amount of such requested Letter of Credit would not exceed the U.S. Availability, the Agent shall cause such Letter of Credit Issuer to issue the requested Letter of Credit on the requested issuance date so long as the other conditions to such issuance are met.

                    (iii) No Extensions or Amendment. Except in the case of Letters of Credit subject to evergreen or automatic renewal provisions, the Agent shall not be obligated to cause the Letter of Credit Issuer to extend, renew or amend any Letter of Credit issued pursuant hereto unless the requirements of this Section 2.4 are met as though a new Letter of Credit were being requested and issued.

                    (e) Payments Pursuant to Letters of Credit. Each U.S. Borrower that is the account party of any Letter of Credit agrees to reimburse the applicable Letter of Credit Issuer for any draw under such Letter of Credit within one (1) Business Day after notice of such drawing is received by such U.S. Borrower, and to pay the applicable Letter of Credit Issuer the amount of all other charges and fees payable to such Letter of Credit Issuer in connection with any Letter of Credit immediately when due, irrespective of any claim, setoff, defense or other right which any Borrower may have at any time against such Letter of Credit Issuer or any other Person. Each drawing under any Letter of Credit issued for the account of any U.S. Borrower shall constitute a request by such U.S. Borrower to the Agent for a Borrowing of a Base Rate Loan in the amount of such drawing and, to the extent such Base Rate Loan is made, such U.S. Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Loan. The Funding Date with respect to such Borrowing shall be the date of such drawing.

                    (f) Indemnification; Exoneration; Power of Attorney. (i) Indemnification. In addition to amounts payable as elsewhere provided in this Section 2.4, the Borrowers agree to protect, indemnify, pay and save the applicable Revolving Credit Lenders, the applicable Letter of Credit Issuer and the Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which any Revolving Credit Lender, such Letter of Credit Issuer or the Agent may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, except that the foregoing indemnity shall not apply to such Letter of Credit Issuer to the extent of the gross negligence or willful misconduct of such Letter of Credit Issuer. The Borrowers’ obligations under this Section shall survive payment of all other Obligations and termination of this Agreement.

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                    (ii) Assumption of Risk by the Borrowers. As among the applicable Borrowers, the applicable Revolving Credit Lenders, the applicable Letter of Credit Issuer and the Agent, the applicable Borrowers assume all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the applicable Revolving Credit Lenders, the applicable Letter of Credit Issuer and the Agent shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions set forth in any separate agreement with an Obligor that are required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of the applicable Revolving Credit Lenders, the applicable Letter of Credit Issuer or the Agent, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority; or (I) the applicable Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any material respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the Agent or any Revolving Credit Lender under this Section 2.4(f).

                    (iii) Exoneration. Without limiting the foregoing, no action or omission whatsoever by the Agent, a Letter of Credit Issuer or any Revolving Credit Lender shall result in any liability of the Agent, such Letter of Credit Issuer or any Revolving Credit Lender to any Borrower (except as provided in the immediately succeeding clause (4)), or relieve any Borrower of any of its obligations hereunder to any such Person.

                    (iv) Rights Against Letter of Credit Issuer. Nothing contained in this Agreement is intended to limit the Borrowers’ rights, if any, with respect to any Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and between any Borrower and such Letter of Credit Issuer or the gross negligence or willful misconduct of such Letter of Credit Issuer.

                    (v) Account Party. The Borrowers hereby authorize and direct any Letter of Credit Issuer to name the applicable Borrower as the “Account Party” in the Letters of Credit and to deliver to the Agent all instruments, documents and other writings and property received by the applicable Letter of Credit Issuer pursuant to the Letters of Credit, and to accept and rely upon the Agent’s instructions and agreements with respect to all matters arising in connection with the Letters of Credit or the applications therefor.

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                    (g) Supporting Letter of Credit. If, notwithstanding the provisions of Section 2.4(b) and Section 11.1, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination each applicable Borrower shall (i) deposit with the Agent, for the ratable benefit of the Agent, the applicable Letter of Credit Issuer and the applicable Revolving Credit Lenders, with respect to each Letter of Credit then outstanding, a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, issued by an issuer satisfactory to the Agent, in an amount equal to 102% (or such lesser amount as the Agent and such Letter of Credit Issuer shall agree) of the sum of the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses then due with such Letter of Credit, under which Supporting Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent, such Letter of Credit Issuer and the applicable Revolving Credit Lenders for payments to be made by the Agent, such Letter of Credit Issuer and such Revolving Credit Lenders under such Letter of Credit and any fees and expenses then due or to become due with such Letter of Credit, or (ii) cash collateralize each Letter of Credit then outstanding, in an amount equal to 102% (or such lesser amount as the Agent and such Letter of Credit Issuer shall agree) of the sum of the greatest amount for which such Letter of Credit may be drawn plus any fees and expenses then due with such Letter of Credit, in a manner reasonably satisfactory to the Agent. Such Supporting Letter of Credit or cash collateral shall be held by the Agent, for the ratable benefit of the Agent, the applicable Letter of Credit Issuer and the Revolving Credit Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit remaining outstanding.

          2.5 U.S. Loan Administration.

                    (a) Procedure for Borrowing. (i) Each Borrowing by the U.S. Borrowers shall be made upon the Borrowers’ Agent’s irrevocable written notice delivered to the Agent in the form of a notice of borrowing substantially in the form of Exhibit B-1 (“U.S. Notice of Borrowing”), which must be received by the Agent prior to (i) 11:00 a.m. (New York City time) two (2) Business Days prior to the requested Funding Date, in the case of LIBOR Loans, (ii) 1:00 p.m. (New York City time) one (1) Business Day prior to the requested Funding Date, in the case of Base Rate Loans and (iii) 1:00 p.m. (New York City time) on the Funding Date, in the case of U.S. Swingline Loans, specifying:

          (A) whether such Borrowing is to be a LIBOR Borrowing or a Base Rate Borrowing (and if not specified, it shall be deemed a request for a Base Rate Borrowing);

          (B) the amount of the Borrowing, which (x) in the case of a LIBOR Loan, must equal or exceed $5,000,000 (and increments of $1,000,000 in excess of such amount) and (y) in the case of a Base Rate Loan, must equal or exceed $1,000,000 (and increments of $1,000,000 in excess of such amount);

          (C) the requested Funding Date, which must be a Business Day;

          (D) in the case of a request for LIBOR Loans, the duration of the initial Interest Period to be applicable thereto (and if not specified, it shall be deemed a request for an Interest Period of one month); and

          (E) the identity of the U.S. Borrower.

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                    (ii) In lieu of delivering a U.S. Notice of Borrowing, the Borrowers’ Agent may give the Agent telephonic notice of such request for advances on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Loans, regardless of whether any written confirmation is received.

                    (iii) At the election of the Agent or the Required Lenders, the U.S. Borrowers shall have no right to request a LIBOR Loan while a Default or Event of Default has occurred and is continuing.

                    (b) Reliance upon Authority. Prior to the Closing Date, the U.S. Borrowers shall deliver to the Agent a notice setting forth the account of the U.S. Borrowers (the “U.S. Designated Account”) to which the Agent is authorized to transfer the proceeds of the Loans requested hereunder unless otherwise directed in writing by the Borrowers’ Agent. The Borrowers’ Agent may designate a replacement account from time to time by written notice to the Agent. The Agent is entitled to rely conclusively on any Person’s request for U.S. Revolving Loans on behalf of any U.S. Borrower, so long as the proceeds thereof are to be transferred to the U.S. Designated Account or to another account designated by the Borrowers’ Agent in writing. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by any U.S. Borrower to make such requests on its behalf.

                    (c) No Liability. The Agent shall not incur any liability to any U.S. Borrower as a result of acting upon any notice referred to in Section 2.5(a) or (b), which the Agent believes in good faith to have been given by an officer or other person duly authorized by any U.S. Borrower to request Loans on its behalf. The crediting of Loans to the U.S. Designated Account conclusively establishes the obligation of the U.S. Borrowers to repay such Loans as provided herein.

                    (d) Notice Irrevocable. Any U.S. Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.5(a) shall be irrevocable. The U.S. Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

                    (e) Agent’s Election. Promptly after receipt of a U.S. Notice of Borrowing (or telephonic notice in lieu thereof) for a Base Rate Revolving Loan, the Agent shall elect to have the terms of Section 2.5(f) or the terms of Section 2.5(g) apply to such requested Borrowing. If the U.S. Bank declines in its sole discretion to make a U.S. Swingline Loan pursuant to Section 2.5(g) or if the condition in Section 2.5(g)(i)(C) is not satisfied, the terms of Section 2.5(f) shall apply to the requested Borrowing.

                    (f) Making of U.S. Revolving Loans. If the Agent elects to have the terms of this Section 2.5(f) apply to a requested U.S. Revolving Credit Borrowing of a Base Rate Loan or if the Agent receives a U.S. Notice of Borrowing (or telephonic notice in lieu thereof) for a LIBOR Loan, then, promptly after receipt of the U.S. Notice of Borrowing or telephonic notice in lieu thereof with respect to such U.S. Revolving Credit Base Rate Loan or U.S. Revolving Credit LIBOR Loan, the Agent shall notify the U.S. Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each U.S. Lender shall transfer its Pro Rata Share of the requested Borrowing to the Agent in immediately available funds, to the account from time to time designated by Agent, not later than 1:00 p.m. (New York City time) on the applicable Funding Date. After the Agent’s receipt of all such amounts from the U.S. Lenders, the Agent shall make the aggregate of such amounts available to the applicable U.S. Borrower on the applicable Funding Date by transferring same day funds to the account(s) designated by the Borrowers’ Agent; provided, however, that the amount of U.S. Revolving Loans so made on any date shall not exceed the U.S. Availability on such date.

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                    (g) Making of U.S. Swingline Loans. (i) If the Agent elects, with the consent of the U.S. Bank, to have the terms of this Section 2.5(g) apply to a requested U.S. Revolving Credit Borrowing of a Base Rate Loan, the U.S. Bank shall make a U.S. Revolving Loan in the amount of that Borrowing available to the U.S. Borrowers on the applicable Funding Date by transferring same day funds to the Designated Account or such other account(s) as may be designated by the Borrowers’ Agent in writing. Each U.S. Revolving Loan made solely by the U.S. Bank pursuant to this Section is herein referred to as a “U.S. Swingline Loan”, and such Revolving Loans are collectively referred to as the “U.S. Swingline Loans.” Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to other U.S. Revolving Loans except that all payments thereon (including interest) shall be payable to the U.S. Bank solely for its own account. The Agent shall not request the U.S. Bank to make any U.S. Swingline Loan if (A) the Agent has received written notice from any U.S. Lender that one or more of the applicable conditions precedent set forth in Article IX will not be satisfied on the requested Funding Date for the applicable Borrowing, (B) the requested Borrowing would exceed U.S. Availability on that Funding Date (as determined by the Agent), or (C) such U.S. Swingline Loan would cause the aggregate outstanding principal balance of all U.S. Swingline Loans to exceed $75,000,000 (the “U.S. Swingline Sublimit”).

                    (ii) The U.S. Swingline Loans shall be secured by the U.S. Agent’s Liens in and to the Collateral and shall constitute Loans and U.S. Obligations hereunder.

                    (h) U.S. Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the U.S. Borrowers and the Lenders, from time to time in the Agent’s sole discretion, upon notice to the U.S. Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Base Rate Loans to the U.S. Borrowers on behalf of the U.S. Lenders in an aggregate principal amount outstanding at any time not to exceed $75,000,000 minus the aggregate principal amount of Canadian Agent Advances outstanding at such time (provided that the making of any such Loan does not cause the Aggregate U.S. Revolver Outstandings to exceed the Maximum U.S. Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other U.S. Obligations (including through Base Rate Loans for the purpose of enabling the U.S. Borrowers to meet their payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to the U.S. Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “U.S. Agent Advances”); provided, that with respect to U.S. Agent Advances that exceed U.S. Availability, (x) such U.S. Agent Advances shall not be outstanding for more than 30 consecutive days and (y) the aggregate outstanding principal amount thereof shall not at any time exceed $50,000,000 minus the aggregate principal amount of Canadian Agent Advances outstanding at such time; provided, further, that the Required Lenders may at any time revoke the Agent’s authorization to make U.S. Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

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                    (ii) The U.S. Agent Advances shall be secured by the U.S. Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and U.S. Obligations hereunder.

          2.6 Canadian Revolving Loan Administration.

                    (a) Procedure for Borrowing. (i) Each Borrowing by any Canadian Borrower shall be made upon the Borrowers’ Agent’s irrevocable written notice delivered to the Agent in the form of a notice of borrowing substantially in the form of Exhibit B-2 (“Canadian Notice of Borrowing”), which must be received by the Agent prior to (i) 12:00 noon (New York City time) three (3) Business Days prior to the requested Funding Date, in the case of BA Equivalent Loans (other than any BA Equivalent Loans requested to be made on the Agreement Date), and (ii) 12:00 noon (New York City time) one (1) Business Day prior to the requested Funding Date, in the case of Canadian Prime Rate Loans and (iii) 12:00 noon (New York City time) on the Funding Date, in the case of Canadian Swingline Loans, specifying:

          (A) whether the Loans requested are to be Canadian Prime Rate Loans or BA Equivalent Loans (and if not specified, it shall be deemed a request for a Canadian Prime Rate Loan) and to which Canadian Borrower such Loans shall be made;

          (B) the amount of the Borrowing, which (x) in the case of a BA Equivalent Loan, must equal or exceed Cdn$5,000,000 (and increments of Cdn$1,000,000 in excess of such amount) and (y) in the case of a Canadian Prime Rate Loan, must equal or exceed Cdn$1,000,000 (and increments of Cdn$1,000,000 in excess of such amount);

          (C) the requested Funding Date, which must be a Business Day; and

          (D) in the case of a request for BA Equivalent Loans, the duration of the initial BA Equivalent Interest Period to be applicable thereto (and if not specified, it shall be deemed a request for a BA Equivalent Interest Period of one month).

                    (ii) In lieu of delivering a Canadian Notice of Borrowing, the Borrowers’ Agent may give the Agent telephonic notice of such request for advances on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Loans, regardless of whether any written confirmation is received.

                    (iii) At the election of the Agent or the Required Lenders, neither the Canadian Borrowers nor the Borrowers’ Agent shall have any right to request a BA Equivalent Loan while a Default or Event of Default has occurred and is continuing.

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                    (b) BA Equivalent Interest Period. At the time the Borrowers’ Agent on behalf of any Canadian Borrower gives a Canadian Notice of Borrowing or Notice of Continuation/Conversion in respect of the making of, or conversion into or continuation as, BA Equivalent Loans in accordance with Section 3.2, such Borrower shall have the right to elect by causing the Borrowers’ Agent to give the Agent written notice (or telephonic notice promptly confirmed in writing) the BA Equivalent Interest Period applicable to such Borrowing, which BA Equivalent Interest Period shall, at the option of such Borrower, be a one, two, three, six or (if available from all the Lenders making such Loans as determined by such Lenders in good faith) a nine or twelve month period.

                    Notwithstanding anything to the contrary contained above:

          (i) the initial BA Equivalent Interest Period for any Borrowing of BA Equivalent Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of Canadian Prime Rate Loans, as applicable) and each BA Equivalent Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding BA Equivalent Interest Period expires;

          (ii) if any BA Equivalent Interest Period relating to a Borrowing of BA Equivalent Loan begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such BA Equivalent Interest Period, such Equivalent Interest Period shall end on the last Business Day of the calendar month at the end of such BA Equivalent Interest Period;

          (iii) if any BA Equivalent Interest Period would otherwise expire on a day that is not a Business Day, such BA Equivalent Interest Period shall expire on the next succeeding Business Day, provided that if any BA Equivalent Interest Period in respect of a BA Equivalent Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such BA Equivalent Interest Period shall expire on the next preceding Business Day; and

          (iv) neither the Canadian Borrowers nor the Borrowers’ Agent shall be entitled to elect any BA Equivalent Interest Period in respect of any BA Equivalent Loan if such BA Equivalent Interest Period would extend beyond the Stated Termination Date.

                    (c) Reliance upon Authority. Prior to the Closing Date, each Canadian Borrower shall cause the Borrowers’ Agent to deliver to the Agent a notice setting forth the respective account or accounts of such Canadian Borrower (each, a “Canadian Designated Account”) to which the Agent is authorized to transfer the proceeds of the Loans requested hereunder unless otherwise directed in writing by the Borrowers’ Agent. The Borrowers’ Agent may designate a replacement account from time to time by written notice to the Agent. The Agent is entitled to rely conclusively on any Person’s request for Canadian Revolving Loans on behalf of any Canadian Borrower so long as the proceeds thereof are to be transferred to any Canadian Designated Account or to another account designated by the Borrowers’ Agent in writing. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the Canadian Borrowers to make such requests on its behalf.

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                    (d) No Liability. The Agent shall not incur any liability to any Borrower as a result of acting upon any notice referred to in Section 2.6(a) or (b), which the Agent believes in good faith to have been given by an officer or other person duly authorized by the Borrowers’ Agent to request Loans on the behalf of such Canadian Borrower. The crediting of Loans to a Canadian Designated Account conclusively establishes the obligation of the applicable Canadian Borrower to repay such Loans as provided herein.

                    (e) Notice Irrevocable. Any Canadian Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.6(a) shall be irrevocable. The Canadian Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

                    (f) Agent’s Election. Promptly after receipt of a Canadian Notice of Borrowing (or telephonic notice in lieu thereof) for a Canadian Revolving Loan that is a Canadian Prime Rate Loan, the Agent shall elect to have the terms of Section 2.6(g) or the terms of Section 2.6(h) apply to such requested Borrowing. If the Canadian Bank declines in its sole discretion to make a Canadian Swingline Loan pursuant to Section 2.6(h) or if the condition in Section 2.6(h)(i)(C) is not satisfied, the terms of Section 2.6(g) shall apply to the requested Borrowing.

                    (g) Making of Canadian Revolving Loans. If the Agent elects to have the terms of this Section 2.6(g) apply to a requested Canadian Revolving Credit Borrowing of a Canadian Prime Rate Loan, or if the Agent receives a Canadian Notice of Borrowing (or telephonic notice in lieu thereof, which shall be immediately confirmed in writing upon request of the Agent or the Canadian Bank) for a Canadian Revolving Loan that is a BA Equivalent Loan, then, promptly after receipt of the Canadian Notice of Borrowing or telephonic notice in lieu thereof with respect to such Canadian Revolving Loan that is a Canadian Prime Rate Loan or BA Equivalent Loan, the Agent shall notify the Canadian Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each Canadian Lender shall transfer its Pro Rata Share of the requested Borrowing to the Agent in immediately available funds, to the account from time to time designated by Agent, not later than 1:00 p.m. (Toronto time) on the applicable Funding Date. After the Agent’s receipt of all such amounts from the Canadian Lenders, the Agent shall make the aggregate of such amounts available to the applicable Canadian Borrower on the applicable Funding Date by transferring same day funds to the account(s) designated by the Borrowers’ Agent; provided, however, that the amount of Canadian Revolving Loans so made on any date shall not exceed the Canadian Availability on such date.

                    (h) Making of Canadian Swingline Loans. (i) If the Agent elects, with the consent of the Canadian Bank, to have the terms of this Section 2.6(h) apply to a requested Canadian Revolving Credit Borrowing of a Canadian Prime Rate Loan, the Canadian Bank shall make a Canadian Revolving Loan in the amount of that Borrowing available to the applicable Canadian Borrower on the applicable Funding Date by transferring same day funds to the applicable Canadian Designated Account or such other account(s) as may be designated by the Borrowers’ Agent in writing. Each Canadian Revolving Loan made solely by the Canadian Bank pursuant to this Section is herein referred to as a “Canadian Swingline Loan”, and such Canadian Revolving Loans are collectively referred to as the “Canadian Swingline Loans.” Each Canadian Swingline Loan shall be subject to all the terms and conditions applicable to other Canadian Revolving Loans except that all payments thereon (including interest) shall be payable to the Canadian Bank solely for its own account. The Agent shall not request the Canadian Bank to make any Canadian Swingline Loan if (A) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article IX will not be satisfied on the requested Funding Date for the applicable Borrowing, (B) the requested Borrowing would exceed Canadian Availability on that Funding Date (as determined by the Agent), or (C) such Canadian Swingline Loan would cause the aggregate outstanding principal balance of all Canadian Swingline Loans to exceed $20,000,000 (the “Canadian Swingline Sublimit”).

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                    (ii) The Canadian Swingline Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Loans and Canadian Obligations hereunder.

                    (i) Canadian Agent Advances. (i) Subject to the limitations set forth below, the Agent is authorized by the Canadian Borrowers and the Lenders, from time to time in the Agent’s sole discretion, upon notice to the Canadian Lenders, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in Article IX have not been satisfied, to make Canadian Prime Rate Loans to the Canadian Borrowers on behalf of the Lenders in an aggregate principal amount outstanding at any time not to exceed the lesser of (x) 10% of the Maximum Canadian Revolver Amount and (y) $75,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time (provided that the making of any such Loan does not cause the Aggregate Canadian Revolver Outstandings to exceed the Maximum Canadian Revolver Amount) which the Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Canadian Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations (including through Base Rate Loans for the purpose of enabling any Canadian Borrower to meet its payroll and associated Tax obligations), and/or (3) to pay any other amount chargeable to any Canadian Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as “Canadian Agent Advances”); provided, that with respect to Canadian Agent Advances that exceed Availability, (x) such Canadian Agent Advances shall not be outstanding for more than 30 consecutive days and (y) the aggregate outstanding principal amount thereof shall not at any time exceed $50,000,000 minus the aggregate principal amount of U.S. Agent Advances outstanding at such time; provided, further, that the Required Lenders may at any time revoke the Agent’s authorization to make Canadian Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent’s receipt thereof.

                    (ii) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Canadian Prime Rate Loans and Canadian Obligations hereunder.

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          2.7 Reserves; Bank Products.

                    (a) The Agent may establish Reserves or change any of the Reserves, in the exercise of its Reasonable Credit Judgment, provided that such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Borrowers (unless an Event of Default exists in which event no notice shall be required). The Agent will be available during such period to discuss any such proposed Reserve or change with the Borrowers and without limiting the right of the Agent to establish or change such Reserves in the Agent’s Reasonable Credit Judgment, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Agent. The amount of any Reserve established by the Agent shall have a reasonable relationship as determined by the Agent in its Reasonable Credit Judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definitions of Eligible Merchandise and Consumables Inventory or Eligible Rental Equipment, but the Agent shall retain the right, subject to the requirements of this paragraph, to establish Reserves with respect to prospective changes in eligible Collateral that are likely to occur.

                    (b) The Borrowers may request and the Agent and/or one or more Lenders may, in their sole and absolute discretion, arrange for the Borrowers to obtain, Bank Products, although the Borrowers are not required to do so. If Bank Products are provided by an Affiliate of the Agent or a Lender, the Borrowers agree to indemnify and hold the Agent or such Lender, as the case may be, harmless from any and all costs and obligations now or hereafter incurred by the Agent or such Lender which arise from any indemnity given by the Agent or such Lender to its respective Affiliates related to such Bank Products; provided, however, nothing contained herein is intended to limit the Borrowers’ rights, if any, with respect to the Agent, any Lender or their respective Affiliates, which arise as a result of the execution of documents by and between the Borrowers and the Agent, such Lender or their respective Affiliates which relate to Bank Products. The agreement contained in this Section 2.7 shall survive payment of the Obligations and termination of this Agreement. The Borrowers acknowledge and agree that the obtaining of Bank Products from the Agent, any Lender or any of their respective Affiliates (a) is in the sole and absolute discretion of the Agent, such Lender or such Affiliates, and (b) is subject to all rules and regulations of the Agent, such Lender or such Affiliates.

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          2.8 Increase of Commitments; Additional Lenders.

                    (a) Increase of Commitments. (i) The Borrowers’ Agent, on behalf of the U.S. Borrowers, may request the right on one or more occasions to effectuate an increase of the U.S. Revolving Credit Commitments (any such increase, a “Commitment Increase”), in an aggregate amount of up to $250,000,000 for all such Commitment Increases (the “Commitment Increase Cap”) during the term of this Agreement by delivering a notice of the requested Commitment Increase to the Agent in a form reasonably acceptable to the Agent (a “Notice of Requested Commitment Increase”), provided that, in each case: (a) no Commitment Increase may be in an amount less than $20,000,000, (b) the proposed Commitment Increase shall have been consented to in writing by (i) each U.S. Lender (if any) who is increasing its U.S. Revolving Credit Commitment and/or (ii) any other bank or financial institution acceptable to the Borrowers’ Agent, the Agent, the Letter of Credit Issuer and the U.S. Swingline Lender that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (a “New Lender”), (c) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap, (d) no Default or Event of Default shall exist both before and after giving effect to the Commitment Increase, (e) all fees and expenses owing to the Agent or the Lenders in respect of the Commitment Increase shall have been paid and (f) on or prior to the date of the Commitment Increase, each New Lender shall make a representation and warranty to the Agent whether it has an Eligible Canadian Affiliate, and (i) if it has an Eligible Canadian Affiliate, on the date of the Commitment Increase, the Eligible Canadian Affiliate of such New Lender shall be assigned (and if required under Section 2.8(b)(ii), the Eligible Canadian Affiliate of such New Lender shall agree to be a Canadian Funding Bank), and all other applicable Canadian Lenders shall assign to the Eligible Canadian Affiliate of such New Lender, a Canadian Revolving Credit Commitment such that after giving effect to each such assignment on the date of the Commitment Increase, the Canadian Revolving Credit Commitments shall be allocated among the Canadian Lenders ratably based on the respective U.S. Revolving Credit Commitments of the U.S. Lenders to which the Canadian Lenders are related; provided that the aggregate amount of the Canadian Revolving Credit Commitments shall not be changed solely as a result of a Commitment Increase, or (ii) if it does not have an Eligible Canadian Affiliate, on the date of the Commitment Increase, such New Lender shall purchase and be deemed to purchase from the Canadian Funding Banks a Canadian Loan Participation in the Canadian Revolving Loans outstanding on such date, and the amount of Canadian Loan Participations held or deemed held by other applicable Lenders shall be reduced such that after giving effect to each such purchase on such date, the Canadian Loan Participations shall be held by the U.S. Lenders that do not have a related Canadian Lender ratably based on their respective U.S. Revolving Credit Commitments. The Notice of Requested Commitment Increase shall specify: (i) the amount of the requested increase in U.S. Revolving Credit Commitments and (ii) the requested date of the increase in the U.S. Revolving Credit Commitments (which shall be at least 15 days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all U.S. Borrowers. Upon the effective date of any such Commitment Increase, Borrowers’ Agent shall deliver to the Agent a certificate of the chief financial officer of Borrowers’ Agent certifying that no Event of Default then exists or would be caused thereby. Upon the effective date of any Commitment Increase, the Agent shall have received amendments to this Agreement and the other Loan Documents, Incremental Assumption Agreements for each Lender or New Lender committing to such Commitment Increase, and, if requested, opinion letters and such other agreements, documents and instruments reasonably requested by and reasonably satisfactory to the Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. Upon the effective date of any Commitment Increase, the Maximum Revolver Amount and the Maximum U.S. Revolver Amount shall be automatically increased by the Commitment Increase.

                    (ii) The Agent shall deliver a copy of each Notice of Requested Commitment Increase to each U.S. Lender. No Lender (or any successor thereto) shall have any obligation to increase any of its Commitments or its other obligations under this Agreement or the other Loan Documents, and any decision by a Lender to increase any of its Commitments shall be made in its sole discretion independently from any other Lender; provided that Commitment Increases may only be provided by New Lenders to the extent such applicable Commitment Increases are not provided by the applicable Lenders. If the Agent receives commitments from Lenders or New Lenders equal to or in excess of the amount of the Commitment Increase requested (the amount of such requested commitments, the “Requested Commitment Increase”), the Agent shall have the right, in its sole discretion but with the consent of the Borrowers’ Agent, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or New Lender in its notice to the Agent) the shares of the Commitment Increases of the Lenders or New Lenders willing to fund such Commitment Increase so that the total committed Commitment Increases equals the Requested Commitment Increase. The Agent shall notify each Lender or New Lender whether its Commitment Increase commitment has been accepted and, if so, the amount of its Commitment Increase, and such Lender shall thereafter execute and deliver an Incremental Assumption Agreement with respect to its respective Commitment Increase.

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                    (iii) Notwithstanding anything to the contrary contained herein, each Commitment Increase meeting the conditions set forth in Section 2.8(a) above shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Commitments in connection with such proposed Commitment Increase and shall not constitute an amendment, modification or waiver subject to Section 12.1 and shall be effective as of the later of (A) the date specified in the Borrowers’ Agent’s Notice of Requested Commitment Increase and (B) the date upon which the foregoing conditions shall have been satisfied or waived by the Agent and the Lenders which have agreed to increase their Commitments, or by the requisite Lenders in accordance with Section 12.1 in the case of a waiver of an Event of Default, as applicable.

                    (b) Effect of Commitment Increase. (i) After giving effect to any Commitment Increase, the outstanding U.S. Revolving Loans may not be held pro rata in accordance with the new U.S. Revolving Credit Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the U.S. Lenders (including, without limitation, any New Lenders) shall make advances among themselves so that after giving effect thereto the U.S. Revolving Loans will be held by the U.S. Lenders (including, without limitation, any New Lenders) on a pro rata basis in accordance with such U.S. Lenders’ Pro Rata Share (after giving effect to the applicable Commitment Increase) and, in such event, the U.S. Borrowers shall pay to the applicable U.S. Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. Revolving Loans of any U.S. Lender pursuant to this Section 2.8(c) being deemed a prepayment for purposes of Section 5.4). Each U.S. Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each U.S. Lender whose Pro Rata Share has increased shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans of the U.S. Lender or U.S. Lenders whose Pro Rata Share have decreased and shall not be considered an assignment for purposes of Section 12.1.

                    (ii) After giving effect to any Commitment Increase, the outstanding Canadian Revolving Credit Commitments may not be held pro rata in accordance with the new U.S. Revolving Credit Commitments of the U.S. Lenders to which the Canadian Lenders are related. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, subject to Section 2.8(a)(i)(f), the Canadian Revolving Credit Commitments shall be reallocated among the Canadian Lenders based on the respective new U.S. Revolving Credit Commitments of the U.S. Lenders to which the Canadian Lenders are related. The Canadian Lenders related to the U.S. Lenders (including, without limitation, the Canadian Lenders that are related to any New Lenders) shall make advances among themselves so that after giving effect thereto the Canadian Revolving Loans will be held by the Canadian Lenders (including, without limitation, the Canadian Lenders that are related any New Lenders) on a pro rata basis in accordance with Pro Rata Share of the U.S. Lenders that are related to such Canadian Lenders (after giving effect to the applicable Commitment Increase) and, in such event, the Canadian Borrowers shall pay to the applicable Canadian Lenders any amounts payable in respect thereof in accordance with Section 5.4. Each Canadian Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. In the event any portion of any Canadian Revolving Loans assigned pursuant to this clause (ii) is subject to Canadian Loan Participations, or any portion of any Canadian Revolving Credit Commitment assigned pursuant to this clause (ii) that if funded, would be subject to Canadian Loan Participations, the assignee shall agree to act as a Canadian Funding Bank in respect of the Canadian Revolving Loans and Canadian Revolving Credit Commitment being assigned to it and to assume from the assignor a corresponding Canadian Funding Percentage such that the aggregate Canadian Funding Percentages of all Canadian Funding Banks shall remain 100% at all times.

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          2.9 Canadian Revolver Adjustments.

                    (a) The Borrowers may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the Maximum Canadian Revolver Amount (a “Canadian Revolver Adjustment”), which request shall be granted if each of the following conditions are satisfied: (i) only one Canadian Revolver Adjustment (excluding any Canadian Revolver Adjustment made pursuant to Section 4.15(a)) may be made in any calendar month, (ii) the written request for a Canadian Revolver Adjustment must be received by the Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Adjustment (such date of effectiveness, the “Canadian Revolver Adjustment Date”), (iii) any increase in the Maximum Canadian Revolver Amount shall result in a Dollar-for-Dollar decrease in the Maximum U.S. Revolver Amount, and vice-versa for any decrease in the Maximum Canadian Revolver Amount, (iv) the Maximum Canadian Revolver Amount shall at no time exceed $250,000,000 or such lesser amount as shall be requested by the Borrowers’ Agent pursuant to clause (E) in the proviso to Section 12.1(a) (or the Equivalent Amount thereof in Cdn. Dollars), (v) no decrease of the Maximum Canadian Revolver Amount shall be permitted if, after giving effect thereto and to any prepayments of the Canadian Revolving Loans on the effective date thereof, the Aggregate Canadian Revolver Outstandings would exceed the lesser of (A) the sum of the Canadian Borrowing Base and the U.S. Availability then in effect and (B) the Maximum Canadian Revolver Amount as so reduced and (vi) no increase in the Maximum Canadian Revolver Amount shall be permitted if, after giving effect thereto and to any prepayments of the U.S. Revolving Loans on the effective date thereof, the Aggregate U.S. Revolver Outstandings would exceed the lesser of (A) the U.S. Borrowing Base then in effect and (B) the Maximum U.S. Revolver Amount (after giving effect thereto). Any such Canadian Revolver Adjustment shall be in an amount equal to $5,000,000 (or the Equivalent Amount thereof in Cdn. Dollars) or a multiple of $1,000,000 (or the Equivalent Amount thereof in Cdn. Dollars) in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate U.S. Revolving Credit Commitments then in effect pro rata among the Lenders and (2) the aggregate Canadian Revolving Credit Commitments then in effect pro rata among the Lenders. After giving effect to any Canadian Revolver Adjustment, the Canadian Revolving Credit Commitment of each Canadian Lender (and the percentage of each Canadian Revolving Loan that each Participating Lender must purchase a Canadian Loan Participation in) shall be equal to such Canadian Lender’s (or Participating Lender’s) Pro Rata Share of the amount of the Maximum Canadian Revolver Amount, except that each Canadian Funding Bank will have a Canadian Revolving Credit Commitment equal to its Pro Rata Share of the amount of the Maximum Canadian Revolver Amount (after giving effect to such Canadian Revolver Adjustment), including its Canadian Funding Percentage of the aggregate Pro Rata Shares of the Participating Lenders in the amount of the Maximum Canadian Revolver Amount (after giving effect to such Canadian Revolver Adjustment).

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                    (b) The Agent shall promptly inform the Lenders of any request for a Canadian Revolver Adjustment made by the Borrowers. If the conditions set forth in clause (a) above are not satisfied on the applicable Canadian Revolver Adjustment Date (or, to the extent such conditions relate to an earlier date, such earlier date), the Agent shall notify the Borrower’s Agent on behalf of the Borrowers in writing that the requested Canadian Revolver Adjustment will not be effectuated. On each Canadian Revolver Adjustment Date, the Agent shall notify the Lenders and the Borrower’s Agent on behalf of the Borrowers, on or before 3:00 p.m. (New York time), by telecopier, e-mail or telex, of the occurrence of the Canadian Revolver Adjustment to be effected on such Canadian Revolver Adjustment Date, the amount of U.S. Revolving Loans held by each U.S. Lender as a result thereof, the amount of the U.S. Revolving Credit Commitment of each U.S. Lender, the amount of Canadian Revolving Loans held by each Canadian Lender as a result thereof, the amount of the Canadian Revolving Credit Commitment of each Canadian Lender (and the percentage of each Canadian Revolving Loan that each Participating Lender must purchase a Canadian Loan Participation in) as a result thereof.

          2.10 Specified Loan Administration.

                    (a) Procedure for Borrowing. (i) Each Borrowing by the Specified Loan Borrower shall be made upon the Borrowers’ Agent’s irrevocable written notice delivered to the Agent in the form of a notice of borrowing substantially in the form of Exhibit B-3 (“Specified Loan Notice of Borrowing”), which must be received by the Agent prior to 12:00 noon (New York City time) three (3) Business Days prior to the requested Funding Date, specifying:

          (A) the amount of the Borrowing, which must equal or exceed Cdn$1,000,000 (or the Equivalent Amount hereof) (and increments of Cdn$1,000,000 (or the Equivalent Amount hereof) in excess of such amount;

          (B) the requested Funding Date, which must be a Business Day; and

          (C) the duration of the initial BA Equivalent Interest Period to be applicable thereto (and if not specified, it shall be deemed a request for a BA Equivalent Interest Period of one month).

                    (ii) In lieu of delivering a Specified Loan Notice of Borrowing, the Borrowers’ Agent may give the Agent telephonic notice of such request for advances on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Loans, regardless of whether any written confirmation is received.

                    (iii) Notwithstanding anything to the contrary contained herein, each Specified Loan shall only be a BA Equivalent Loan.

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                    (b) Reliance upon Authority. Prior to the Closing Date, the Specified Loan Borrower shall deliver to the Agent a notice setting forth the account of the Specified Loan Borrower (the “Specified Loan Designated Account”) to which the Agent is authorized to transfer the proceeds of the Loans requested hereunder unless otherwise directed in writing by the Borrowers’ Agent. The Borrowers’ Agent may designate a replacement account from time to time by written notice to the Agent. The Agent is entitled to rely conclusively on any Person’s request for Specified Loans on behalf of the Specified Loan Borrower, so long as the proceeds thereof are to be transferred to the Specified Loan Designated Account or to another account designated by the Borrowers’ Agent in writing. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the Specified Loan Borrower to make such requests on its behalf.

                    (c) No Liability. The Agent shall not incur any liability to the Specified Loan Borrower as a result of acting upon any notice referred to in Section 2.10(a) or (b), which the Agent believes in good faith to have been given by an officer or other person duly authorized by the Specified Loan Borrower to request Loans on its behalf. The crediting of Loans to the Specified Loan Designated Account conclusively establishes the obligation of the Specified Loan Borrower to repay such Loans as provided herein.

                    (d) Notice Irrevocable. Any Specified Loan Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 2.10(a) shall be irrevocable. The Specified Loan Borrower shall be bound to borrow the funds requested therein in accordance therewith.

                    (e) Making of Specified Loans. Promptly after receipt of the Specified Loan Notice of Borrowing or telephonic notice in lieu thereof with respect to such Specified Loan, the Agent shall notify the U.S. Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each U.S. Lender shall transfer its Pro Rata Share of the requested Borrowing to the Agent in immediately available funds, to the account from time to time designated by Agent, not later than 1:00 p.m. (New York City time) on the applicable Funding Date. After the Agent’s receipt of all such amounts from the U.S. Lenders, the Agent shall make the aggregate of such amounts available to the Specified Loan Borrower on the applicable Funding Date by transferring same day funds to the account(s) designated by the Borrowers’ Agent; provided, however, that the amount of Specified Loans so made on any date shall not exceed the U.S. Availability on such date.

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ARTICLE III

INTEREST AND FEES

          3.1 Interest.

                    (a) Interest Rates. All outstanding Loans to the U.S. Borrowers shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Base Rate or the LIBOR Rate plus the Applicable Margin, but not to exceed the Maximum Rate. All outstanding Canadian Revolving Loans and Specified Loans shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made until paid in full in cash at a rate determined by reference to the Canadian Prime Rate or the BA Rate plus, in each case, the Applicable Margin, but not to exceed the Maximum Rate. If at any time Loans are outstanding with respect to which the applicable Borrower has not delivered to the Agent a notice specifying the basis for determining the interest rate applicable thereto in accordance herewith, those Loans shall be treated as Base Rate Loans in the case of U.S. Revolving Loans, and as Canadian Prime Rate Loans in the case of Canadian Revolving Loans, until notice to the contrary has been given to the Agent in accordance with this Agreement and such notice has become effective. Except as otherwise provided herein, the outstanding Obligations shall bear interest as follows:

          (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the Base Rate plus the Applicable Margin;

          (ii) For all Canadian Prime Rate Loans, at a fluctuating per annum rate equal to the Canadian Prime Rate, plus the Applicable Margin;

          (iii) For all LIBOR Loans, at a per annum rate equal to the LIBOR Rate plus the Applicable Margin;

          (iv) For all BA Equivalent Loans, at a per annum rate equal to the BA Rate plus the Applicable Margin; and

          (v) For all Obligations other than Loans, at the rate set forth therefor (if any) in the applicable agreements (if any) pursuant to which such Obligations were incurred.

Each change in the Base Rate shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change, and each change in the Canadian Prime Rate shall be reflected in the interest rate applicable to Canadian Prime Rate Loans as of the effective date of such change. All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). For the purposes of the Interest Act (Canada), the yearly rate of interest to which any rate calculated on the basis of a period of time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate multiplied by the actual number of days in the year (365 or 366, as applicable) and divided by the number of days in the shorter period (360 days, in the example). On the first Business Day of each calendar quarter hereafter and on the Termination Date, the applicable Borrower shall pay to the Agent, for the ratable benefit of the applicable Lenders (provided that all interest on applicable Swingline Loans shall be for the benefit of the applicable Bank and all interest on Agent Advances shall be for the benefit of the Agent), interest accrued to the first day of such calendar quarter (or accrued to the Termination Date in the case of a payment on the Termination Date) on all Base Rate Loans and Canadian Prime Rate Loans, in arrears. The applicable Borrowers shall pay to the Agent, for the ratable benefit of the applicable Lenders, interest on all (i) LIBOR Loans in arrears on each LIBOR Interest Payment Date and (ii) BA Equivalent Loans in arrears on each BA Equivalent Interest Payment Date.

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                    (b) Default Rate. (i)  If any Borrower shall default in the payment of the principal of or interest on any Loan or any other amount becoming due hereunder, by acceleration or otherwise, or under any other Loan Document, such Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount to but excluding the date of actual payment (after as well as before judgment) (A) in the case of overdue principal, the Default Rate and (B) in all other cases, at a rate per annum equal to the rate that would be applicable to a Base Rate Revolving Loan or Canadian Prime Rate Loan, as applicable, plus 2.00%.

                    (ii) Upon the request of the Required Lenders, while any Event of Default (other than any event described in clause (i) above) exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the rate that would be applicable to a Base Rate Loan or Canadian Prime Rate Loan, as applicable, plus 2.00%.

                    (c) Recalculation of Applicable Margin. In the event that any financial statement or certificate delivered pursuant to Section 6.2(c) is shown to be inaccurate and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for a Fiscal Quarter (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrowers shall immediately deliver to the Agent a correct certificate for such Applicable Period, (ii) the Applicable Margin shall be determined based on the corrected financial statements for such Applicable Period, and (iii) the Borrowers shall immediately pay to the Agent the accrued additional interest or fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with Section 4.7. This provision shall not limit the rights of the Agent and Lenders with respect to any other remedy hereunder. This provision shall survive payment of all other Obligations and termination of this Agreement.

          3.2 Continuation and Conversion Elections.

                    (a) The Borrowers’ Agent may, on behalf of each applicable Borrower (provided that, as applicable, the Borrowing of LIBOR Loans is then permitted under Section 2.5(a)(iii) and the Borrowing of BA Equivalent Loans is then permitted under Section 2.6(a)(iii)):

          (i) elect, as of any Business Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof) into LIBOR Loans;

          (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof);

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          (iii) elect, as of any Business Day, to convert any Canadian Prime Rate Loans other than Canadian Swingline Loans and Canadian Agent Advances (or any part thereof in an amount not less than Cdn $5,000,000 or an integral multiple of Cdn $1,000,000 in excess thereof) into BA Equivalent Loans; or

          (iv) elect, as of the last day of the applicable BA Equivalent Interest Period, to continue any BA Equivalent Loans having BA Equivalent Interest Periods expiring on such day (or any part thereof in an amount not less than Cdn $5,000,000);

provided, that if at any time the aggregate amount of LIBOR Loans or BA Equivalent Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans or BA Equivalent Loans shall automatically convert into Base Rate Loans or Canadian Prime Rate Loans, as applicable; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period or BA Equivalent Interest Period, such Interest Period or BA Equivalent Interest Period shall be one month.

                    (b) The Borrowers’ Agent shall deliver a notice of continuation/conversion substantially in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3 (each, a “Notice of Continuation/Conversion”), as applicable, to the Agent not later than, (x) in the case of U.S. Revolving Loans, 1:00 p.m. (New York City time) at least two (2) Business Days in advance of the Continuation/Conversion Date and (y) in other cases, 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Loans or BA Equivalent Loans and specifying:

          (i) the proposed Continuation/Conversion Date;

          (ii) the aggregate principal amount of Loans to be converted or continued;

          (iii) the Type of Loans resulting from the proposed conversion or continuation; and

          (iv) the duration of the requested Interest Period, provided, however, the Borrowers may not select an Interest Period that ends after the Stated Termination Date.

In lieu of delivering a Notice of Continuation/Conversion, the Borrowers’ Agent may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received.

          (c) If upon the expiration of any Interest Period applicable to any LIBOR Loans or any BA Equivalent Interest Period applicable to any BA Equivalent Loans, the applicable Borrowers have failed to select timely a new Interest Period to be applicable to such LIBOR Loans or a new BA Equivalent Interest Period to be applicable to such BA Equivalent Loans, the Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans or such BA Equivalent Loans into Canadian Prime Rate Loans, as the case may be, in each case effective as of the expiration date of such Interest Period or BA Equivalent Interest Period. If any Default or Event of Default exists, at the election of the Agent or the Required Lenders, all LIBOR Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period and all BA Equivalent Loans shall be converted into Canadian Prime Rate Loans as of the expiration date of each applicable BA Equivalent Interest Period.

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                     (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender.

                    (e) There may not be more than 12 (twelve) different LIBOR Loans or BA Equivalent Loans in effect hereunder at any time.

          3.3 Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable under applicable law with respect to loans of the Type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 3.3, have been paid or accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect, then the applicable Borrowers shall, to the extent permitted by applicable law, pay the Agent, for the account of the applicable Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the Agent and/or any Lender has received interest and other charges hereunder in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations other than interest, and if there are no Obligations outstanding, the Agent and/or such Lender shall refund to the Borrowers such excess.

          3.4 Closing Fees. The U.S. Borrowers agree to pay the Agent and the Arrangers on the Closing Date all fees due and payable on such date as set forth in the Fee Letter.

          3.5 Unused Line Fee. On the first Business Day of each calendar quarter and on the Termination Date, the U.S. Borrowers agree to pay to the Agent, for the account of the Lenders, an unused line fee (the “Unused Line Fee”) equal to the Applicable Unused Line Fee Margin per annum times the amount by which the Maximum Revolver Amount exceeded the sum of the average daily outstanding amount of Loans (other than Swingline Loans) and the average daily undrawn face amount of outstanding Letters of Credit, during the immediately preceding calendar quarter or shorter period if calculated for the first calendar quarter hereafter or on the Termination Date. All principal payments received by the Agent shall be deemed to be credited immediately upon receipt for purposes of calculating the Unused Line Fee pursuant to this Section 3.5. Upon receipt thereof, the Agent shall distribute the Unused Line Fee to the Lenders as follows: (a) as between the U.S. Lenders and the Canadian Lenders, ratably based on the Maximum U.S. Revolver Amount and the Maximum Canadian Revolver Amount, (b) as among the U.S. Lenders, ratably based on their Pro Rata Shares of the U.S. Revolving Credit Commitments and (c) as among the Canadian Lenders, ratably based on their Pro Rata Shares of the Canadian Revolving Credit Commitments.

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          3.6 Letter of Credit Fees. The U.S. Borrowers agree to pay (i) to the Agent, for the account of the U.S. Lenders, in accordance with their respective Pro Rata Shares, for each Letter of Credit, a fee (the “Letter of Credit Fee”) equal to, on a per annum basis, the Applicable Margin for U.S. Revolving LIBOR Loans (plus an additional two percentage points (2.00%) in the case of overdue Letter of Credit Fees), (ii) to the Agent, for the benefit of the Letter of Credit Issuer, a fronting fee of one-eighth of one percent (0.125%) per annum of the undrawn face amount of each Letter of Credit, and (iii) to the Letter of Credit Issuer, all out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit. The Letter of Credit Fee and fronting fee shall be payable quarterly in arrears on the first Business Day of each calendar quarter following any calendar quarter in which a Letter of Credit is outstanding and on the Termination Date.

ARTICLE IV

PAYMENTS AND PREPAYMENTS

          4.1 Payments and Prepayments.

                    (a) The U.S. Borrowers shall repay the outstanding principal balance of the U.S. Revolving Loans, plus all accrued but unpaid interest thereon, on the Termination Date. Each Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans made to it, plus all accrued but unpaid interest thereon, on the Termination Date. For the avoidance of doubt, all repayment obligations of the Canadian Borrowers hereunder are several and not joint. The Specified Loan Borrower shall repay the outstanding principal balance of the Specified Loans, plus all accrued but unpaid interest thereon, on the Termination Date.

                    (b) The Borrowers may, upon notice to the Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (New York time) (A) three Business Days prior to any date of prepayment of LIBOR Loans and BA Equivalent Loans and (B) on the date of prepayment of Base Rate Loans and Canadian Prime Rate Loans; and (ii) each prepayment shall be in a principal amount of $5,000,000 (or the Equivalent Amount thereof, as applicable) or a whole multiple of $1,000,000 (or the Equivalent Amount thereof, as applicable) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Loans or BA Equivalent Loans are to be prepaid, the Interest Period(s) or BA Equivalent Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

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          4.2 Out-of-Formula Condition. The U.S. Borrowers and the Canadian Borrowers shall immediately pay to the Agent, for the account of the Lenders and/or to cash collateralize Letters of Credit pursuant to Section 2.4(g), upon demand, (a) in the case of the U.S. Borrowers, the amount, if any, by which the amount of the Aggregate U.S. Revolver Outstandings exceeds at any time the lesser of (i) the Maximum U.S. Revolver Amount and (ii) the U.S. Borrowing Base, and (b) in the case of the Canadian Borrowers, the amount, if any, by which the amount of the Aggregate Canadian Revolver Outstandings exceeds at any time the lesser of (i) the Maximum Canadian Revolver Amount and (ii) the sum of the Canadian Borrowing Base and the U.S. Availability (any such condition under clause (a) or (b) being an “Out-of-Formula Condition”), except that no such payment shall be required if the Out-of-Formula Condition is created solely as a result of an Agent Advance.

          4.3 Mandatory Prepayments.

                     (a) The U.S. Borrowers shall be jointly and severally required to prepay Loans made to them, each Canadian Borrower shall be required to prepay Loans made to it, and the Specified Loan Borrower shall be required to prepay Loans made to it, in an amount equal to 100% of the Net Proceeds from Asset Dispositions by (x) the applicable Borrower or any of its Subsidiaries or (y) in the case of the U.S. Borrowers, Holdings or any of its Subsidiaries, not later than the third Business Day following the receipt thereof; provided, however, that:

          (i) in the case of an Asset Disposition of any Collateral that is not Eligible Merchandise and Consumables Inventory or Eligible Rental Equipment, so long as no Default or Event of Default shall occur and be continuing, if the Borrowers’ Agent shall deliver a certificate of a Responsible Officer of the Borrowers’ Agent to the Agent at the time of receipt thereof setting forth such Borrower’s or Subsidiary’s intent to reinvest such proceeds in productive assets of a kind then used or usable in the business of such Person within 270 days of receipt of such proceeds, such proceeds shall not constitute Net Proceeds except to the extent they are not so used within such 270-day period; provided that in the case of an Asset Disposition of any Non-Core Businesses, no more than $10,000,000 of the Net Proceeds thereof in the aggregate may be so reinvested;

          (ii) with respect to any such Asset Disposition, if after giving pro forma effect thereto, the Combined Availability shall be equal to or exceed 25% of the Maximum Revolver Amount, the requirement to prepay Loans under this Section 4.3 shall not apply; and

          (iii)all amounts required to be paid pursuant to this Section 4.3(a) shall be applied by the Agent as follows: (A) in the case of Net Proceeds from Asset Dispositions of U.S. Collateral: (1) first, to the Loans to the extent necessary to cure an Out-of-Formula Condition, (2) second, to the Loans, with a view to minimize breakage costs, (3) third, to cash collateralize Letters of Credit, and (4) fourth, to all other amounts payable under the Obligations in such order as may be determined by the Agent with a view to minimize breakage costs; and (B) in the case of Net Proceeds from Asset Dispositions of Canadian Collateral: (1) first, to the Canadian Revolving Loans to the extent necessary to cure an Out-of-Formula Condition, (2) second, to the Canadian Revolving Loans, with a view to minimize breakage costs and (3) third, to all other amounts payable under the Canadian Obligations in such order as may be determined by the Agent with a view to minimize breakage costs; provided that no Net Proceeds from Asset Dispositions of the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or to cash collateralize outstanding Letters of Credit.

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                    (b) (i) So long as any U.S. Revolving Loans are outstanding, the Net Proceeds from any Like-Kind Exchange of any Relinquished Property shall be promptly applied to the mandatory prepayment of the outstanding U.S. Revolving Loans; provided that, at any time the aggregate amount of such proceeds on deposit in all Like-Kind Exchange Accounts is below $1,000,000, the remittance of such mandatory prepayment shall be deferred until such time as the aggregate amount of such proceeds on deposit in all Like-Kind Exchange Accounts equals or exceeds $1,000,000.

          (ii) All amounts required to be paid pursuant to this Section 4.3(b) shall be applied by the Agent as follows: (A) first, to the prepayment in full of the U.S. Agent Advances, (B) second, to the prepayment in full of the U.S. Swingline Loans, (C) third, to the prepayment in full of the Base Rate U.S. Revolving Loans and (D) fourth, to the prepayment in full of the LIBOR U.S. Revolving Loans.

                    (c) No payment or prepayment made pursuant to this Section 4.3 shall, or shall be deemed to, effect or reduce any Commitment of any Lender or the aggregate Commitments of the Lenders.

          4.4 Termination or Reductions of Facilities.

                    (a) The Borrowers may terminate this Agreement, upon at least three (3) Business Days’ notice to the Agent (who will distribute such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice may provide that such termination is contingent upon consummation of a contemplated refinancing.

                    (b) The applicable Borrowers may from time to time permanently reduce the U.S. Revolving Credit Commitments (and the Maximum U.S. Revolver Amount) or the Canadian Revolving Credit Commitments (and the Maximum Canadian Revolver Amount), as the case may be, on a pro rata basis based on the Lenders’ (or Participating Lenders’) respective Pro Rata Shares, upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $10,000,000 or an increment of $5,000,000 in excess thereof. If after giving effect to any reduction of the Commitments, the Letter of Credit Subfacility, the U.S. Swingline Sublimit or the Specified Loan Sublimit shall exceed the U.S. Revolving Credit Commitments at such time, or the Canadian Swingline Sublimit shall exceed the Canadian Revolving Credit Commitments at such time, each such subfacility or sublimit, as the case may be, shall be automatically reduced by the amount of such excess. Each reduction in the Commitments shall be accompanied by such payment (if any) as may be required to avoid an Out-of Formula Condition.

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          4.5 LIBOR Loan and BA Equivalent Loans Prepayments. In connection with any prepayment, if any LIBOR Loans or BA Equivalent Loans are prepaid prior to the expiration date of the Interest Period or BA Equivalent Interest Period applicable thereto, the Borrowers shall comply with Section 5.4.

          4.6 Payments by the Borrowers.

                    (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the applicable Borrowers shall be made to the Agent for the account of the Lenders, at the account designated by the Agent and shall be made in Dollars or Canadian Dollars, as applicable, and in immediately available funds, no later than 12:00 noon (New York City time) on the date specified herein. Any payment received by the Agent after such time shall be deemed (for purposes of calculating interest only) to have been received on the following Business Day and any applicable interest shall continue to accrue.

                    (b) Subject to the provisions set forth in Section 2.7(b) and in the definition of “Interest Period”, whenever any payment is due on a day other than a Business Day, such payment shall be due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

          4.7 Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the applicable Letter of Credit Issuer. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Collateral received by the Agent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the applicable Borrower or Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the applicable Borrower or Borrowers; third, to pay interest due in respect of all Loans of the applicable Borrower or Borrowers, including Swingline Loans and Agent Advances; fourth, to pay or prepay principal of the Swingline Loans and Agent Advances of the applicable Borrower or Borrowers; fifth, to pay or prepay principal of the Loans (excluding the applicable Swingline Loans and applicable Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit of the applicable Borrower or Borrowers; sixth, to pay an amount to the Agent equal to all outstanding U.S. or Canadian Obligations (contingent or otherwise) with respect to outstanding Letters of Credit issued for the account of the applicable Borrower or Borrowers, to be held as cash collateral for such applicable U.S. or Canadian Obligations; seventh, to the payment of any other applicable U.S. or Canadian Obligations, including any amounts relating to Bank Products, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any other Secured Party, by the Borrowers; and eighth, to pay any remaining amounts to the applicable Borrower or Borrowers for its or their own account; provided that no proceeds from the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or Specified Loans or to cash collateralize outstanding Letters of Credit. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Loan or BA Equivalent Loan, except (a) on the expiration date of the Interest Period or BA Equivalent Interest Period applicable to any such LIBOR Loan or BA Equivalent Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in such event, the Borrowers shall pay LIBOR or BA Equivalent Loan breakage losses in accordance with Section 5.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the applicable U.S. or Canadian Obligations.

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          4.8 Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Banks or any Affiliate of the Banks or any other Secured Party is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent, such Lender, such Bank or such Affiliate of such Bank or such other Secured Party, and the Borrowers shall be liable to pay to the Agent, the Lenders, such Bank, such Affiliate of such Bank or such other Secured Party and hereby do indemnify the Agent, the Lenders, such Bank, such Affiliate of such Bank or such other Secured Party and hold the Agent, the Lenders, such Bank, such Affiliate of such Bank or such other Secured Party harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 4.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent, any Lender, the Banks, such Affiliate of such Bank or such other Secured Party in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s, the Lenders’, such Bank’s, such Affiliate of the Bank or such other Secured Party’s rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 4.8 shall survive the repayment of the Obligations and termination of this Agreement.

          4.9 Agent’s and Lenders’ Books and Records; Monthly Statements. The Agent shall record the principal amount of the Loans owing to each Lender, the undrawn face amount of all applicable outstanding Letters of Credit and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit from time to time on its books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender’s Loans in its books and records. Failure by the Agent or any Lender to make such notation shall not affect the obligations of the Borrowers with respect to the Loans or the Letters of Credit. The Borrowers agree that the Agent’s and each Lender’s books and records showing the Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof (absent manifest error), irrespective of whether any Obligation is also evidenced by a promissory note or other instrument. The Agent will provide to the Borrowers a monthly statement of Loans, payments, and other transactions pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on the Obligors and an account stated (absent manifest error and except for reversals and reapplications of payments made as provided in Section 4.7 and corrections of errors discovered by the Agent), unless the Borrowers notify the Agent in writing to the contrary within thirty days after such statement is rendered. In the event a timely written notice of objections is given by the Borrowers, only the items to which exception is expressly made will be considered to be disputed by the Borrowers.

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          4.10 Borrowers’ Agent. Each of the Borrowers, other than the Company, hereby irrevocably appoints the Company, and the Company shall act under this Agreement, as the agent, attorney-in-fact and legal representative of such other Borrowers for all purposes, including requesting Loans and receiving account statements and other notices and communications to the Borrowers (or any of them) from the Agent or any Lender. The Agent, the Letter of Credit Issuers and the Lenders may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Continuation/Conversion, request for a Letter of Credit, disbursement instruction, report, information or any other notice or communication made or given by the Company, whether in its own name, as Borrowers’ Agent, on behalf of any other Borrower or on behalf of the “Borrowers”, and neither the Agent nor the Letter of Credit Issuers or any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communications, nor shall the joint and several character of the U.S. Borrowers’ obligations hereunder be affected; provided, that the provisions of this Section 4.10 shall not be construed so as to preclude any Borrower from taking actions permitted to be taken by a “Borrower” hereunder.

          4.11 Joint and Several Liability.

                     (a) Joint and Several Liability. (i) All Loans made to the U.S. Borrowers and all of the other Obligations of the U.S. Borrowers, including all interest, fees and expenses with respect thereto and all indemnity and reimbursement obligations hereunder, shall constitute one joint and several direct and general obligation of all of the U.S. Borrowers. Notwithstanding anything to the contrary contained herein, each of the U.S. Borrowers shall be jointly and severally, with each other U.S. Borrower, directly and unconditionally, liable for all Obligations, it being understood that the advances to each U.S. Borrower inure to the benefit of all U.S. Borrowers, and that the Agent, the Letter of Credit Issuer and the U.S. Lenders are relying on the joint and several liability of the U.S. Borrowers as co-makers in extending the Loans hereunder and issuing Letters of Credit. Each U.S. Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation, it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by applicable law.

                    (ii) All Loans made to the Canadian Borrowers and all of the other Obligations of the Canadian Borrowers as Canadian Borrowers, including all interest, fees and expenses with respect thereto and all indemnity and reimbursement obligations hereunder, shall constitute two distinct several direct and general obligations of each Canadian Borrower.

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                    (b) No Reduction in Obligations. No payment or payments made by any of the Borrowers or any other Person or received or collected by the Agent, the Letter of Credit Issuers or any Lender from any of the Borrowers or any Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of each Borrower under this Agreement for the remaining Obligations, which shall remain liable for all remaining and thereafter arising Obligations until the Obligations are paid in full and the Commitments are terminated.

          4.12 Obligations Absolute. Each Borrower agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent, the Letter of Credit Issuers or any Lender with respect thereto, unless such payment is then prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition). All Obligations shall be conclusively presumed to have been created in reliance hereon. The liabilities of the Borrowers under this Agreement shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payments of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver thereof or any consent to departure therefrom, including any increase in the Obligations resulting from the extension of additional credit to any Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Obligor; or (e) any other circumstance which would otherwise constitute a defense available to, or a discharge of, any Obligor, other than payment in full of the Obligations.

          4.13 Waiver of Suretyship Defenses. Each U.S. Borrower agrees that the joint and several liability of the U.S. Borrowers provided for in Section 4.11 shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Agent and the Lenders specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Agent or any Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatever with the other Borrowers or with anyone else, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Obligations, and may be enforced without requiring the Agent or any Lender first to resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Obligations, this Agreement or any other Loan Documents and any requirement that the Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any Collateral.

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          4.14 Contribution and Indemnification among the Borrowers. Each U.S. Borrower is obligated to repay the U.S. Obligations as joint and several obligors under this Agreement. To the extent that any U.S. Borrower shall, under this Agreement as a joint and several obligor, repay any of the U.S. Obligations constituting Loans made to another U.S. Borrower hereunder or other U.S. Obligations incurred directly and primarily by any other U.S. Borrower (an “Accommodation Payment”), then the U.S. Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other U.S. Borrowers in an amount, for each of such other U.S. Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other U.S. Borrower’s “Allocable Amount” (as defined below) and the denominator of which the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each U.S. Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such U.S. Borrower “insolvent” within the meaning of Section 101(31) of Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”), Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such U.S. Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 4 of the UFCA, or (c) leaving such U.S. Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section 4.14 shall be subordinate in right of payment to the prior payment in full of the Obligations.

          4.15 Excess Resulting from Exchange Rate Change. If at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the Dollar, the Aggregate Canadian Revolver Outstandings exceeds (a) the sum of the Canadian Borrowing Base and the U.S. Availability or (b) the Maximum Canadian Revolver Amount, the Canadian Borrowers shall, if such excess is in an aggregate amount that is greater than or equal to 3% of the Maximum Canadian Revolver Amount, within three (3) Business Days of the earlier of (i) notice of such excess from the Agent and (ii) the delivery of the monthly calculation delivered pursuant to Section 6.4(b)(iii) reflecting any such excess, (A) effect a Canadian Revolver Adjustment to increase the Maximum Canadian Revolver Amount, or make the necessary payments or repayments to reduce the Canadian Revolver Outstandings, in each case to an amount necessary to eliminate such excess or (B) maintain or cause to be maintained with the Agent deposits as continuing collateral security for the Canadian Revolver Outstandings in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Agent.

ARTICLE V

TAXES, YIELD PROTECTION AND ILLEGALITY

          5.1 Taxes.

                    (a) Unless otherwise required by applicable law, any and all payments by an Obligor to a Lender or the Agent under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for any Indemnified Taxes. In addition, the Obligors shall pay all Other Taxes when due.

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                    (b) The Obligors agree jointly and severally to indemnify and hold harmless each Lender and the Agent for the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any Lender or the Agent and any liability arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days after the date such Lender or the Agent makes written demand therefor in accordance with Section 5.6.

                    (c) If an Obligor shall be required by law to deduct or withhold any Indemnified Taxes or Other Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or the Agent, then:

          (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Lender or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made;

          (ii) the Obligor shall make such deductions and withholdings; and

          (iii) the Obligor shall pay the full amount deducted or withheld to the relevant taxing authority or other Governmental Authority in accordance with applicable law.

                    (d) At the Agent’s request, within 30 days after the date of any payment by an Obligor of Indemnified Taxes or Other Taxes, the relevant Obligor shall furnish the Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment reasonably satisfactory to the Agent.

                    (e) If the Agent or any Lender, in its reasonable discretion, determines that it has actually received a refund of Indemnified Taxes or Other Taxes paid by an Obligor under this Section (and is both identifiable and quantifiable by it without requiring such Lender or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying), the Agent or such Lender shall, to the extent that it can do so without prejudice to the retention of the relevant refund and subject to such Obligor’s obligation to repay promptly on demand by the Lender the amount to such Lender if the relevant refund is subsequently disallowed or cancelled, reimburse such Obligor promptly after receipt of such refund by the Agent or such Lender with such amount as the Agent or such Lender shall in its sole discretion have concluded to be the amount of the relevant refund. Nothing contained in this Agreement shall interfere with the right of any Lender or the Agent to arrange its Tax and other affairs in whatever manner it thinks fit and no Lender or Agent shall be required to disclose any confidential information relating to the organization of its affairs.

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          5.2 Illegality.

                    (a) If any Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, in each case after the later of the Agreement Date or the date such Lender became a party to this Agreement, has made it unlawful, or that any central bank or other Governmental Authority has asserted after such date that it is unlawful, for such Lender or its applicable lending office to make LIBOR Loans or BA Equivalent Loans, then, on notice thereof by that Lender to the Borrowers’ Agent through the Agent, any obligation of that Lender to make LIBOR Loans or BA Equivalent Loans shall be suspended until that Lender notifies the Agent and the Borrowers’ Agent that the circumstances giving rise to such determination no longer exist.

                    (b) If a Lender determines that it is unlawful to maintain any LIBOR Loan or BA Equivalent Loan as a result of the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or administration of any Requirement of Law, in each case after the later of the Agreement Date or the date such Lender became a party to this Agreement, the Borrowers shall, upon their receipt of notice of such fact and demand from such Lender (with a copy to the Agent), prepay in full such LIBOR Loans or BA Equivalent Loans of that Lender then outstanding, together with interest accrued thereon and amounts required under Section 5.4, either on the last day of the Interest Period or BA Equivalent Interest Period thereof, if that Lender may lawfully continue to maintain such LIBOR Loans or BA Equivalent Loans to such day, or immediately, if that Lender may not lawfully continue to maintain such LIBOR Loans or BA Equivalent Loans. If the Borrowers are required to so prepay any LIBOR Loans or BA Equivalent Loans, then concurrently with such prepayment, the Borrowers shall borrow from the affected Lender, in the amount of such repayment, a Base Rate Loan or a Canadian Prime Rate Loan (or in the case of Specified Loans, such rate as the Specified Loan Borrower and the U.S. Lenders shall agree), as the case may be.

          5.3 Increased Costs and Reduction of Return.

                    (a) If any Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation (other than any law or regulation relating to Taxes which shall be governed by Section 5.1) or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in each case, after the later of the Agreement Date or the date such Lender became a party to this Agreement, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Loans or BA Equivalent Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs.

                    (b) If any Lender shall have determined that (i) the introduction of or compliance with any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, in each case, after the later of the Agreement Date or the date such Lender became a party to this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and (taking into consideration such Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitments, loans, credits or obligations under this Agreement, then, upon demand of such Lender to the Borrowers’ Agent through the Agent, the Borrowers shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

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          5.4 Funding Losses. The Borrowers shall reimburse each Lender and hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of:

          (a) the failure of the Borrowers to borrow a LIBOR Loan or BA Equivalent Loan after any Borrower has given (or is deemed to have given) a Notice of Borrowing;

          (b) the failure of the Borrowers to continue a LIBOR Loan or BA Equivalent Loan or convert a Loan into a LIBOR Loan or BA Equivalent Loan after any Borrower has given (or is deemed to have given) a Notice of Continuation/Conversion; or

          (c) the prepayment or other payment (including after acceleration thereof) of any LIBOR Loans or BA Equivalent Loans on a day that is not the last day of the relevant Interest Period (including, without limitation, any payment in respect thereof pursuant to Section 2.8(b) or 5.8);

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Loans or BA Equivalent Loans or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by any Lender in connection with the foregoing.

          5.5 Inability to Determine Rates. If the Agent determines that for any reason adequate and reasonable means do not exist for determining the LIBOR Rate or BA Rate for any requested Interest Period with respect to a proposed LIBOR Loan or a proposed BA Equivalent Loan, or that the LIBOR Rate or BA Rate for any requested Interest Period with respect to a proposed LIBOR Loan or a proposed BA Equivalent Loan does not adequately and fairly reflect the cost to the Lenders of funding such LIBOR Loan or BA Equivalent Loan, the Agent will promptly so notify the Borrowers’ Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans or BA Equivalent Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrowers may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by any of them. If the Borrowers do not revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrowers, in the amount specified in the applicable notice submitted by the Borrowers, but such Loans shall be made, converted or continued as Base Rate Loans or Canadian Prime Rate Loans (or in the case of Specified Loans, such rate as the Specified Loan Borrower and the U.S. Lenders shall agree), as the case may be, instead of LIBOR Loans or BA Equivalent Loans, as the case may be.

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          5.6 Certificates of Agent. If the Agent or any Lender claims reimbursement or compensation under this Article V, the Agent or the affected Lender shall determine the amount thereof and shall deliver to the Borrowers’ Agent (with a copy to the Agent) a certificate setting forth in reasonable detail the amount payable to the Agent or the affected Lender, and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest error; provided that, except for compensation under Section 5.1, the Borrowers shall not be obligated to pay the Agent or such Lender any compensation attributable to any period prior to the date that is ninety (90) days prior to the date on which the Agent or such Lender first gave notice to the Borrowers’ Agent of the circumstances entitling such Lender to compensation.

          5.7 Survival. The agreements and obligations of the Borrowers in this Article V shall survive the payment of all other Obligations and termination of this Agreement.

          5.8 Assignment of Commitments Under Certain Circumstances. In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, or (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrowers are engaged, the Borrowers may, at their sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) above, no Event of Default shall have occurred and be continuing, (iii) the Borrowers or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrowers’ right under this Section arises, and (v) if the consent of the Agent, any Issuing Bank or any Canadian Funding Bank is required pursuant to Section 12.2, such consents are obtained; provided further that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrowers shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrowers, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

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ARTICLE VI

BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES; CURRENCY

          6.1 Books and Records. Holdings shall maintain, and shall cause each of its Subsidiaries to maintain, at all times, proper books and records and accounts, in which entries full, true and correct in all material respects and in conformity with GAAP consistently applied shall be made of dealings and transactions in relation to its business and activities. Holdings shall maintain, and shall cause each of its Subsidiaries to maintain, at all times books and records pertaining to the Collateral in such detail, form and scope as is consistent with good business practice.

          6.2 Financial Information. Holdings shall promptly furnish to the Agent (for distribution to each Lender):

          (a) As soon as available (commencing with the Fiscal Year ending December 31, 2008), but in any event not later than 90 days after the close of each Fiscal Year, consolidated audited balance sheets, income statements and cash flow statements of the Consolidated Parties for such Fiscal Year, and the accompanying notes thereto, setting forth in each case in comparative form figures for the previous Fiscal Year (to the extent available), all in reasonable detail, fairly presenting in all material respects the financial position and the results of operations of the Consolidated Parties as at the date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP in all material respects. Such consolidated statements shall be certified by a firm of independent registered public accountants of recognized national standing selected by the Borrowers’ Agent and reasonably satisfactory to the Agent (each of Grant Thornton LLP, Ernst & Young LLP, KPMG LLP, PricewaterhouseCoopers LLP, and Deloitte & Touche LLP shall initially be satisfactory to the Agent), whose opinion shall not be qualified as to the scope of audit or as to the status of any of the Borrowers as a going concern. Such certified statements shall be delivered together with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Consolidated Parties, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of any Event of Default under Section 10.1 (solely arising from a breach of the financial covenants under Section 8.22 or 8.23) that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof (which certificate may be limited to the extent required by accounting rules or guidelines).

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          (b)As soon as available (commencing with the Fiscal Quarter ending June 30, 2008), but in any event not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, consolidated unaudited balance sheets of the Consolidated Parties as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for the Consolidated Parties for such Fiscal Quarter and (to the extent available) for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, in each case in reasonable detail, fairly presenting the financial position and results of operations of the Consolidated Parties as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year (to the extent available) and in the Consolidated Parties’ budget (to the extent available), and prepared in accordance with GAAP in all material respects, subject to normal year-end adjustments and the absence of footnotes. Holdings shall certify by a certificate signed by a Responsible Officer that all such statements have been prepared in accordance with GAAP in all material respects and present fairly in all material respects the Consolidated Parties’ financial position as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments and the absence of footnotes.

          (c) Concurrently with the delivery of the annual audited Financial Statements pursuant to Section 6.2(a) and the quarterly Financial Statements pursuant to Section 6.2(b) (commencing with the Fiscal Quarter ending June 30, 2008), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings.

          (d) As soon as available, but in any event not later than sixty (60) days after the beginning of each Fiscal Year, annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements, and U.S. Borrowing Base, Canadian Borrowing Base, U.S. Availability and Canadian Availability projections) for the Consolidated Parties as at the end of and for each fiscal quarter of such Fiscal Year.

          (e) Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by any Obligor or any of their Subsidiaries with the SEC under the Exchange Act, the Ontario Securities Commission under the Securities Act (Ontario) or any other similar regulatory or Governmental Authority of any jurisdiction, and all reports, notices, or statements sent or received by any Obligor or any of their Subsidiaries to or from the holders of any Debt of any Obligor or any of their Subsidiaries registered under the Securities Act of 1933, the Securities Act (Ontario) or any other similar laws in any jurisdiction, or to or from the trustee under any indenture under which the same is issued.

          (f) As soon as available, but in any event not later than 15 days after any Obligor’s receipt thereof, a copy of any and all management letters prepared in connection with the annual financial statement audit for an Obligor by any independent certified public accountants or chartered accountants of an Obligor.

(g) Such additional information as the Agent may from time to time reasonably request regarding the financial and business affairs of any Obligor or any of their Subsidiaries.

                    Documents required to be delivered pursuant to Section 6.2(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that Holdings shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and shall deliver paper copies of such documents to the Agent or any Lender that requests such paper copies.

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          6.3 Notices to the Agent. Holdings, the Borrowers or the Guarantors shall notify the Agent (for distribution to the Lenders) in writing of the following matters at the following times:

          (a) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any Default or Event of Default.

          (b) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of the assertion by the holder of any Debt of any Obligor or any of their Subsidiaries in a face amount in excess of $75,000,000, that a default exists with respect thereto or that any Obligor or any of their Subsidiaries is not in compliance with the terms thereof, or the threat in writing or the commencement by such holder of any enforcement action because of such asserted default or non-compliance.

          (c) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any event or circumstance which would reasonably be expected to have a Material Adverse Effect.

          (d) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, in each case which would reasonably be expected either to result in liability of any Obligor or any Subsidiary of any Obligor in an amount in excess of $75,000,000 or to have a Material Adverse Effect.

          (e) Promptly, and in any event within five (5) Business Days, after a Responsible Officer becoming aware of any violation of any law (including any Environmental Law), statute, regulation, or ordinance of a Governmental Authority affecting any Obligor or any of their Subsidiaries, which, in any case, would reasonably be expected to result in liability of any Obligor or any of their Subsidiaries in an amount in excess of $75,000,000 or to have a Material Adverse Effect.

          (f) Any change in any Obligor’s state or province of incorporation or organization, name as it appears in the state or province, as applicable, of its incorporation or other organization, type of entity, organizational identification number, or form of organization, each as applicable, in each case at least ten days (or such shorter period to which the Agent may agree in its discretion) prior thereto.

          (g) Promptly, and in any event within five (5) Business Days, after a Responsible Officer of any Obligor or any ERISA Affiliate knows that an ERISA Event, a Pension Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred or may have occurred, that, alone or together, could reasonably be expected to have a Material Adverse Effect, and any action taken or threatened by the IRS, the CRA, the DOL the PBGC or the FSCO with respect thereto.

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          (h) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within five (5) Business Days, after the filing thereof with the PBGC, the FSCO, the DOL, the IRS or the CRA as applicable, copies of the following: (i) each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan; (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Obligor or any ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request; and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, the FSCO, the CRA or the IRS, with respect to each Pension Plan by any Obligor or any ERISA Affiliate.

          (i) Upon request, copies of each actuarial report for any Pension Plan to the extent applicable and required by applicable law; and within five (5) Business Days, after receipt thereof by any Obligor or any ERISA Affiliate, copies of the following: (i) any notice of the PBGC’s or the FSCO’s intention to terminate a Pension Plan or to have an administrator, trustee or like body appointed to administer such Pension Plan; (ii) any unfavorable determination letter from the IRS or the CRA or the FSCO regarding the qualification of a Pension Plan under Section 401(a) of the Code or the PBA; or (iii) any notice from a Multi-employer Plan regarding the imposition of withdrawal liability.

          (j) Within five (5) Business Days after the occurrence of: (i) any change in the benefits of any existing Plan, the establishment of any new Plan, or the commencement of contributions to any Plan to which any Obligor or any ERISA Affiliate was not previously contributing, which in any event increases any Obligor’s annual costs with respect thereto by an amount in excess of $75,000,000, or (ii) any failure by any Obligor or any ERISA Affiliate to make a required installment or any other required payment under Section 412 of the Code or the PBA on the due date for such installment or payment.

          (k) Within five (5) Business Days after a Responsible Officer of any Obligor or any ERISA Affiliate knows or has reason to know of any of the following: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan.

          (l) Promptly, and in any event within five (5) Business Days, after any material change, or a Responsible Officer becoming aware of any pending material change, in accounting policies or financial reporting practices (including as a result of a change in GAAP or the application thereof) by Holdings or any Subsidiary thereof.

          Each notice given under this Section 6.3 shall be accompanied by a statement of a Responsible Officer describing the subject matter thereof in reasonable detail and setting forth the action that the applicable Obligor, Subsidiary, or ERISA Affiliate has taken or proposes to take with respect thereto.

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          6.4 Collateral Reporting.

                     (a) The Obligors will furnish to the Agent (for distribution to each Lender), (i) a Borrowing Base Certificate prepared as of the last Business Day of each calendar month (commencing with the calendar month ending May, 2008) and delivered to the Agent (for distribution to the Lenders) by the close of business on the 20th day of the following calendar month, and (ii) a Borrowing Base Certificate prepared as of the effective date of each Appraisal and delivered to the Agent on or prior to the date such Appraisal is delivered to the Agent. The Borrowers and the Guarantors acknowledge and agree that while (A) a Cash Dominion Period is in effect or (B) Combined Borrowing Base Availability is less than $150,000,000, the Agent may require the delivery of Borrowing Base Certificates on a more frequent basis (with any such more frequent Borrowing Base Certificate to be computed according to a method reasonably specified by the Agent after consultation with the Borrowers’ Agent). The Agent and the Lenders acknowledge and agree that the Obligors may deliver updated Borrowing Base Certificates on a more frequent basis at the Borrowers’ option.

                    (b) The Obligors will furnish to the Agent (and the Agent shall distribute to each Lender that has made a request for such information through the Agent), in such detail as the Agent shall reasonably request, the following:

          (i) On a monthly basis (commencing with the calendar month ending June, 2008), by the 20^th day of each calendar month, or more frequently if requested by the Agent while (x) a Cash Dominion Period is in effect or (y) Combined Availability is less than $150,000,000, a report showing, in each case on an aggregate basis, (A) the Net Book Value of Eligible Rental Equipment as of the last Business Day of the calendar month immediately prior to the preceding calendar month, plus (B) the Net Book Value of all purchased Eligible Rental Equipment during the preceding calendar month, minus (C) the Net Book Value of all Eligible Rental Equipment sold during the preceding calendar month, minus (D) depreciation of Eligible Rental Equipment during the preceding calendar month, together with a reconciliation to the corresponding Borrowing Base Certificate and to the Borrowers’ and Guarantors’ general ledger.

          (ii) On a monthly basis (commencing with the calendar month ending June, 2008), by the 20^th day of each calendar month, or more frequently if requested by the Agent while (A) a Cash Dominion Period is in effect or (B) Combined Availability is less than $150,000,000, a detailed calculation of Eligible Merchandise and Consumables Inventory and Eligible Rental Equipment as of the last Business Day of the preceding month, which calculation shall be accompanied by a list of each item of Rental Equipment constituting Eligible Rental Equipment that is subject to a Lease under which any of the Borrowers’ or Guarantor’s warranty or other obligations are covered by a bond (and which list shall specifically identify the amount of each such bond and any such bonded obligations that are not warranty obligations).

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          (iii) On a monthly basis, by the 20^th day of each calendar month (commencing with the month end of June 2008), a detailed calculation of the Equivalent Amount in Dollars as of the last Business Day of the preceding month, of the Aggregate Canadian Revolver Outstandings, the Canadian Borrowing Base, the U.S. Availability and the Maximum Canadian Revolver Amount, and any excess amount described in Section 4.15.

          (iv) As soon as reasonably practical following the Agent’s request from time to time, a report of Eligible Rental Equipment by category and branch location as of the last Business Day of the preceding calendar month, setting forth (A) the gross book value, Net Book Value and depreciation of each item of Rental Equipment, and (B) the type and serial number of each item of Rental Equipment, together with a reconciliation to the corresponding Borrowing Base Certificate and to the Borrowers’ and the Guarantors’ general ledger.

          (v) As soon as reasonably practical following the Agent’s request from time to time, such other reports as to the Collateral of the Obligors as the Agent shall reasonably request from time to time.

          (vi) With the delivery of each of the foregoing, if requested by the Agent, a certificate of a Responsible Officer certifying as to the accuracy and completeness in all material respects of the foregoing.

                    (c) If any of any Borrower’s or Guarantor’s records or reports of the Collateral are prepared by an accounting service or other agent, such Obligor hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent.

ARTICLE VII

GENERAL WARRANTIES AND REPRESENTATIONS

          Holdings, the Borrowers and the Guarantors warrant and represent to the Agent and the Lenders that:

          7.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Obligor party thereto has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant the Agent’s Liens. Each Obligor party thereto has taken all necessary corporate, limited liability company or partnership, as applicable, action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by each Obligor party thereto, and constitute the legal, valid and binding obligations of each such Obligor, enforceable against it in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Each Obligor’s execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party, and the consummation of the Transactions, do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien (other than the Liens created by the Loan Documents) upon the property of such Obligor or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which such Obligor is a party or which is binding upon it, (b) any Requirement of Law applicable to such Obligor or any of its Subsidiaries, or (c) any Charter Documents of such Obligor or any of its Subsidiaries.

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          7.2 Validity and Priority of Security Interest. The provisions of the Loan Documents create legal and valid Liens on all the applicable Collateral in favor of the Agent for the benefit of the Agent, the Letter of Credit Issuers, the Lenders and the other Secured Parties, and, subject to the exceptions provided for in the Loan Documents, such Liens (a) constitute perfected and continuing Liens on all of the Collateral, (b) have priority over all other Liens on the Collateral, except for Permitted Priority Liens, and (c) are enforceable against each Obligor granting such Liens.

          7.3 Organization and Qualification. Each Obligor (a) is duly organized and validly existing in good standing under the local or federal laws of the state, province or country of its organization (except as a result of a transaction permitted under Section 8.10(b)), (b) is qualified to do business and is in good standing in all other jurisdictions in which the failure to maintain its qualification or good standing would reasonably be expected to have a Material Adverse Effect, and (c) has all requisite power and authority to conduct its business and to own its property.

          7.4 Corporate Name; Prior Transactions. As of the Agreement Date, except as set forth on Schedule 7.4, no Obligor has, during the five (5) years prior to the Agreement Date, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any material portion of its property outside the ordinary course of its business.

          7.5 Subsidiaries. Schedule 7.5 is a correct and complete list of the name and relationship to Holdings of each and all of Holdings’s Subsidiaries as of the Agreement Date. Each Subsidiary (a) is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization (except as a result of a transaction permitted under Section 8.10(b)), (b) is qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good standing would reasonably be expected to have a Material Adverse Effect, and (c) has all requisite power and authority to conduct its business and own its property.

          7.6 Financial Statements; Borrowing Base Certificate and Projections.

                    (a) Holdings has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for Holdings as of December 31, 2007, and for the Fiscal Year then ended, accompanied by the report thereon of Holdings’s independent certified public accountants, Ernst & Young LLP. Holdings has also delivered to the Agent and the Lenders (i) the unaudited balance sheet and related statements of income and cash flows for Holdings as of March 31, 2008 and for the Fiscal Quarter then ended and (ii) the unaudited balance sheet and related statements of income and cash flows for Holdings as of April 30, 2008 and for the calendar month then ended. All such audited and unaudited financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of Holdings and the Consolidated Parties as at the dates thereof and their results of operations for the periods then ended, subject, in the case of such unaudited financial statements, to normal year-end adjustments and the absence of footnotes.

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                    (b) The Latest Projections when submitted to the Agent (for distribution to the Lenders) as required herein represent Holdings’s good faith estimate of the future financial performance of the Consolidated Parties for the periods set forth therein (it being understood that such projections are subject to significant contingencies and uncertainties, many of which are beyond the control of any Consolidated Party, and no assurances can be given that such projections will be realized). The Latest Projections have been prepared on the basis of the assumptions set forth therein, which Holdings believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders.

                    (c) The pro forma balance sheet of the Consolidated Parties as at March 31, 2008, presents fairly and accurately the Consolidated Parties’ assets and liabilities (to the extent customarily set forth on a balance sheet) as at such date after giving effect to the Transactions, as if such transactions had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP, subject to the absence of footnotes.

                    (d) The latest Borrowing Base Certificate furnished to the Agent presents accurately and fairly in all material respects each Borrowing Base and the calculation thereof as at the date thereof.

          7.7 Capitalization. Schedule 7.7 sets forth, in each case as of the Agreement Date (after giving effect to the Transactions), the number of authorized shares of capital stock or similar equity interests of each of Holdings’s Subsidiaries, the number of such shares or other interests that are outstanding, and the names of the record and beneficial owners of all such shares of Holdings’s Subsidiaries. All such issued and outstanding shares or other interests are validly issued, fully paid and non-assessable.

          7.8 Solvency. Holdings and its Subsidiaries (on a consolidated basis) are Solvent prior to and after giving effect to any Borrowings and the issuance of the Letters of Credit.

          7.9 Debt and Lien. As of the Agreement Date, after giving effect to the making of the Loans to be made on the Closing Date, (a) Holdings and its Subsidiaries have no Debt, except Permitted Debt and (b) no Lien except Permitted Liens exists on any property of Holdings or any of its Subsidiaries.

          7.10 Real Estate; Leases. As of the Agreement Date, Schedule 7.10 sets forth, in each case as of the Agreement Date, a correct and complete list of (i) all Real Estate owned by Holdings or any of its Subsidiaries, and (ii) all leases and subleases of real property held by Holdings or any of its Subsidiaries as lessee or sublessee. As of the Agreement Date, except, in each case, as would not reasonably be expected to have a Material Adverse Effect, all such leases are in full force and effect, neither Holdings nor any of its Subsidiaries is in default under any such lease or sublease, and, to the knowledge of Holdings, no default by any other party to any such lease or sublease exists. As of the Agreement Date, Holdings or the applicable Subsidiary has good and marketable title in fee simple to (or, in the case of Quebec, ownership of) the Real Estate identified on Schedule 7.10 as owned by Holdings or such Subsidiary, or valid leasehold interests in all Real Estate designated therein as “leased” by Holdings or such Subsidiary, and Holdings and each of its Subsidiaries has good title to all of its other material property, free of all Liens except Permitted Liens.

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          7.11 Proprietary Rights.

                    (a) To Holdings’s, the Borrowers’ and the Guarantors’ knowledge, none of the Proprietary Rights infringes on or conflicts with any other Person’s property, and no other Person’s property infringes on or conflicts with the Proprietary Rights, in each case except as would not reasonably be expected to have a Material Adverse Effect. As of the Agreement Date, the Proprietary Rights constitute all of the property of such type necessary to the current and anticipated future conduct of the Borrowers’ and their Subsidiaries’ business.

                    (b) Holdings and each of its Subsidiaries owns or is licensed or otherwise has the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, licenses, rights of way, authorizations and other rights that are reasonably necessary for the operation of its businesses, without conflict with the rights of any other Person, in each case, except as would not reasonably be expected to have a Material Adverse Effect. No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Holdings or any Subsidiary infringes in any material respect upon any rights held by any other Person, except as would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or threatened, which, in any case, would reasonably be expected to have a Material Adverse Effect.

          7.12 Litigation. Except as set forth on Schedule 7.12, there is no pending, or to Holdings’s, the Borrowers’ or the Guarantors’ knowledge threatened, action, suit, proceeding, or counterclaim by any Person, or to Holdings’s, the Borrowers’ or the Guarantors’ knowledge, investigation by any Governmental Authority, which, in any case, would reasonably be expected to have a Material Adverse Effect.

          7.13 Labor Disputes. Except as set forth on Schedule 7.13, as of the Agreement Date, (a) there is no collective bargaining agreement or other labor contract covering employees of Holdings or any of its Subsidiaries, (b) to the knowledge of Holdings, no other labor organization has filed a petition with the National Labor Relations Board seeking to be certified as a collective bargaining representative of employees of Holdings or any of its Subsidiaries, and (c) there is no pending or, to Holdings’, the Borrowers’ or the Guarantors’ knowledge, threatened, strike, work stoppage, material unfair labor practice claim, or other material labor dispute against or affecting Holdings or its Subsidiaries or their employees.

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          7.14 Environmental Laws. Except as set forth on Schedule 7.14 and except for any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect:

          (a) Holdings and its Subsidiaries are in compliance with all Environmental Laws, and neither Holdings nor any Subsidiary nor any of the presently owned or leased real property or presently conducted operations, nor, to any of Holdings’ or the Borrowers’ knowledge, its previously owned or leased real property or prior operations, is subject to any claim or liability arising out of or in connection with any (i) any Environmental Law or (ii) Release or threatened Release of a Contaminant.

          (b) Each of Holdings and its Subsidiaries have obtained all permits necessary for their current operations under Environmental Laws, all such permits are in good standing, each of Holdings and its Subsidiaries are in compliance with all terms and conditions of such permits and none of such permits are not, since the Closing Date, subject to any modification or revocation.

          (c) Neither Holdings nor any of its Subsidiaries, nor to Holdings’s or any Borrower’s knowledge any of its predecessors in interest with respect to the Real Estate, has stored, treated or Released any hazardous waste or Contaminant, which storage, treatment or Release would reasonably be expected to result in a claim or liability under any Environmental Law.

          (d) None of the present or, to any of Holdings’s or any Borrower’s knowledge, former operations or real estate interests of Holdings or its Subsidiaries is the subject of any investigation by any Governmental Authority against or involving Holdings or any of its Subsidiaries evaluating whether any remedial action is needed to respond to a Release or threatened Release of a Contaminant.

          7.15 No Violation of Law. Neither Holdings nor any of its Subsidiaries is in violation of any Law, judgment, order or decree applicable to it, where such violation would reasonably be expected to have a Material Adverse Effect.

          7.16 No Default. Neither Holdings nor any of its Subsidiaries is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to which Holdings or such Subsidiary is a party or by which it is bound except as would not reasonably be expected to have a Material Adverse Effect.

          7.17 ERISA Compliance. Except as specifically disclosed in Schedule 7.17:

          (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, the PBA, the Income Tax Act (Canada) and other federal or state law or other applicable law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS and to the best knowledge of the Obligors, nothing has occurred which would cause the loss of such qualification. Each Borrower, each Guarantor and each ERISA Affiliate, as applicable, has made all required contributions to any Plan subject to Section 412 of the Code, the PBA or other applicable laws when due, and no application for a funding waiver or an extension of any amortization period (pursuant to Section 412 of the Code, or otherwise) has been made with respect to any Plan.

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          (b) There are no pending or, to the best knowledge of Holdings, the Obligors, threatened, claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of fiduciary responsibility by an Obligor, or to the knowledge of any Obligor, any administrator, trustee or their respective agents, with respect to any Plan which has resulted or would reasonably be expected to result in a Material Adverse Effect.

          (c) Neither any Obligor nor any of its Subsidiaries has any material withdrawal liability in connection with a Pension Plan. No Pension Event exists with respect to any Obligor or any of its Subsidiaries. No Lien exists, choate or inchoate, in respect of any Obligor or its Subsidiaries or their property in connection with any Plan (save for contribution amounts not yet due).

          (d) (i) No ERISA Event or Pension Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability that could reasonably be expected to have a Material Adverse Effect; (iii) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); and (iv) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan.

          7.18 Taxes. Except as set forth on Schedule 7.18, Holdings and each of its Subsidiaries has filed (or has been included in) all federal, state, provincial, foreign and other material Tax returns and reports required to be filed, and have paid all federal, state, provincial, foreign and other material Taxes and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, unless such unpaid Taxes would constitute a Permitted Lien or are being Properly Contested or are permitted under Section 8.1 to remain unpaid and past due. There is no proposed tax assessment against Holdings or any Subsidiary that would, if made, have a Material Adverse Effect.

          7.19 Regulated Entities. None of Holdings, or any Subsidiary of Holdings, is an “Investment Company” within the meaning of the Investment Company Act of 1940, as amended. None of Holdings, or any Subsidiary of Holdings, is subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code or law, or any other federal or state statute or regulation limiting its ability to incur indebtedness or issue Guarantees.

          7.20 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be used solely by the U.S. Borrowers, the Canadian Borrowers and the Specified Loan Borrower to repay existing Debt, to pay related fees and expenses of the Transactions and to finance their respective ongoing working capital needs and general corporate purposes (including, in the case of the U.S. Borrower, Permitted Acquisitions). Neither Holdings nor any of its Subsidiaries is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

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          7.21 No Material Adverse Change. No Material Adverse Effect has occurred since the date of the audited Financial Statements delivered to the Lenders pursuant to Section 7.6(a).

          7.22 Full Disclosure. None of the representations or warranties made by Holdings or any Subsidiary in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of Holdings or any Subsidiary in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of the Borrowers to the Lenders prior to the Agreement Date but excluding projections) as of the date furnished, taken as a whole, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not materially misleading as of the time when made or delivered.

          7.23 Government Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings or any of its Subsidiaries of this Agreement or any other Loan Document, other than (i) those that have been obtained or made and are in full force and effect and (ii) where failure to obtain, effect or make any such approval, consent, exemption, authorization, or other action, notice or filing would not reasonably be expected to have a Material Adverse Effect.

          7.24 Rental Equipment. Each Obligor that owns Rental Equipment holds such Rental Equipment for sale, rent or use, and (except in the case of Titled Goods of a kind that are not held for sale or rent) is in the business of selling or renting goods of that kind.

          7.25 Leases. Each Lease is a valid and legally binding agreement between a Borrower or a Guarantor and the lessee party thereto, has been duly executed and delivered by such Borrower or such Guarantor and, to such Borrower’s or Guarantor’s knowledge, such lessee, and is enforceable against such Borrower or such Guarantor, as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, winding up, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

          7.26 Anti-Terrorism Laws. To the best of its knowledge, none of Holdings nor any of its Subsidiaries or other Affiliates is in violation of any applicable Anti-Terrorism Law, or engages in any transaction that attempts to violate, or otherwise evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in any applicable Anti-Terrorism Law. None of Holdings nor any of its Subsidiaries or other Affiliates (a) is a Blocked Person; (b) to the best of its knowledge, conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (c) to the best of its knowledge, has any of its assets in a Blocked Person; (d) deals in, or otherwise engages in any transaction relating to, any assets or property blocked pursuant to Executive Order No. 13224; or (e) derives any of its operating income from investments in or (to the best of its knowledge) transactions with a Blocked Person.

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          7.27 Confidential Information Memorandum. The Company has reviewed the information contained in the Confidential Information Memorandum. The information contained in the Confidential Information Memorandum with respect to the Company (excluding the projections and forward-looking statements) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which the statements were made, not materially misleading. With respect to any projections or forward-looking statements included in the Confidential Information Memorandum, they are based on assumptions and estimates developed in good faith by management of the Company, and the Company believes such assumptions and estimates to be reasonable as of the date of the Confidential Information Memorandum (it being understood and agreed that (i) whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Company, and accordingly, actual results may vary from the projections and such variations may be material and (ii) the projections included in the Confidential Information Memorandum should not be regarded as a representation by the Company that the projected results will be achieved).

          7.28 Insurance. The properties of Holdings and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of Holdings, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Holdings or the applicable Subsidiary operates.

          7.29 Casualty, Etc. Neither the businesses nor the properties of any Obligor or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

          7.30 Designation of Senior Debt. The Obligations are “Designated Senior Indebtedness” (or any similar term) under the terms of each Subordinated Debt.

ARTICLE VIII

AFFIRMATIVE AND NEGATIVE COVENANTS

          Holdings and the other Obligors covenant to the Agent and each Lender that so long as any of the Commitments are outstanding and until Full Payment of the Obligations:

          8.1 Taxes and Other Obligations. Holdings shall, and shall cause each of its Subsidiaries to, (a) file when due all federal, state, provincial, foreign and other material Tax returns and other reports which it is required to file; (b) pay, or provide for the payment of, when due, all federal, state, provincial, foreign and other material Taxes (including all Indemnified Taxes and Other Taxes required to be paid by it under Section 5.1) and all other material Taxes imposed upon it or upon its property, income and franchises, make all withholding and other Tax deposits required by applicable law, and establish adequate reserves for the payment of all such material items, and provide to the Agent, upon request, reasonably satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all lawful claims which, if unpaid, would by law become a Lien upon the properties of Holdings or any of its Subsidiaries; provided, however, neither Holdings nor any of its Subsidiaries need pay any Tax or claim of a Person described in this Section 8.1 as long as such Tax or claim is being Properly Contested.

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          8.2 Legal Existence and Good Standing. Holdings shall, and shall cause each of its Subsidiaries to, maintain (a) its legal existence and good standing in its jurisdiction of organization (except as a result of a transaction permitted under Section 8.10(b)), and (b) its qualification and good standing in all other jurisdictions in which the failure to maintain its qualification or good standing would reasonably be expected to have a Material Adverse Effect.

          8.3 Compliance with Law and Agreements; Maintenance of Licenses. Holdings shall comply, and shall cause each of its Subsidiaries to comply, with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act, all Anti-Terrorism Laws and all Environmental Laws), except where noncompliance would not reasonably be expected to have a Material Adverse Effect. Holdings shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Agreement Date, except where the failure to so obtain and maintain such licenses, permits, franchises, and governmental authorizations would not reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries shall modify, amend or alter any of its Charter Documents, other than in a manner which does not in any respect adversely affect the rights of the Lenders or the Agent.

          8.4 Maintenance of Property, Inspection.

          (a) Holdings shall, and shall cause each of its Subsidiaries to, maintain all of its material property necessary and useful in the conduct of its business, in good operating condition and repair (or, in the case of Rental Equipment and Inventory, in saleable, useable or rentable condition), ordinary wear and tear and casualty events accepted.

          (b) Holdings shall, and shall cause each of its Subsidiaries to, permit representatives and independent contractors of the Agent (at the expense of the Borrowers) to visit and inspect any of such Borrower’s, such Guarantor’s or any of their Subsidiaries’ properties, to examine such Borrower’s, such Guarantor’s and such Subsidiaries’ corporate, financial and operating records, and make copies thereof or abstracts therefrom, to examine and audit the Collateral, and to discuss such Borrower’s, such Guarantor’s and such Subsidiaries’ affairs, finances and accounts with their respective directors, officers and independent public accountants, at such reasonable times during normal business hours, upon reasonable advance notice to the Borrowers’ Agent; provided, however, (i) if no Event of Default exists, the Obligors shall not be responsible for the expense of such inspections and audits more than two (2) times (or, if any such inspection and audit is conducted when Combined Availability is less than or equal to 15% of the Maximum Revolver Amount, three (3) times) during any period of twelve consecutive calendar months commencing on or after the Agreement Date, and (ii) when an Event of Default exists, the Agent or any Lender may do any of the foregoing at the expense of the Obligors at any time during normal business hours and with reasonable advance notice. Each Obligor shall, and shall cause each of its Subsidiaries to, deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for such Borrower, Guarantor or Subsidiary.

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          (c) The Obligors shall cooperate with the Agent and its representatives and independent contractors (such cooperation to include the Borrowers making the books and records, Collateral and personnel of the Obligors and their Subsidiaries available to the Agent and its representatives and independent contractors) in order to enable the Agent to obtain an Appraisal of the Rental Equipment at such times as the Agent may require in its discretion. The Agent shall select any and all appraisers in its sole discretion (but unless an Event of Default exists, the Agent shall use reasonable efforts to consult with (but without the necessity of the consent of) the Borrowers’ Agent). Absent the occurrence of an Event of Default, during each period of twelve consecutive calendar months commencing on or after the Agreement Date, the Agent shall, at the Borrowers’ expense, conduct Appraisals of the Rental Equipment not more than two (2) times during any such period. Additionally, (x) at any time when Combined Availability is less than or equal to 15% of the Maximum Revolver Amount, the Agent may, at the Borrowers’ expense, conduct an additional Appraisal of the Rental Equipment at such time, and (y) at any time an Event of Default has occurred and is continuing, the Agent shall have the right to conduct further Appraisals of the Collateral in its reasonable discretion at the Borrowers’ expense. Furthermore, at the Borrowers’ Agent’s request, the Agent may conduct further Appraisals of the Collateral in its reasonable discretion at the Borrowers’ expense.

          8.5 Insurance.

          (a) The Borrowers and their Subsidiaries shall maintain, with financially sound and reputable insurers having a rating of at least A or better by Best Rating Guide, insurance on Rental Equipment rented under Leases for one hundred percent (100%) of the full insurable replacement value thereof from time to time, against theft, loss or damage by fire, lightning, windstorm, hail, explosion, flood, smoke damage, sprinkler leakage, vandalism, malicious mischief, all other perils and casualties insured against under “extended coverage” or “all risk” policies, under policies reasonably acceptable to the Agent.

          (b) Without limiting the foregoing requirements, the Obligors and their Subsidiaries shall maintain, and shall cause each of their Subsidiaries to maintain, with financially sound and reputable insurers having a rating of at least A or better by Best Rating Guide, insurance with respect to all other Collateral against loss or damage by fire with extended coverage, theft, burglary, pilferage and loss in transit, as well as insurance against public liability and third party property damage, larceny, embezzlement, business interruption, and such other hazards or of such other types as is customary for Persons engaged in the same or similar business, as the Agent, in its reasonable discretion, shall specify, in amounts, and under policies reasonably acceptable to the Agent. Without limiting the foregoing, the Obligors and their Subsidiaries shall also maintain flood insurance for all of the Rental Equipment and Equipment of the Obligors and their Subsidiaries which is, at any time, located within an area that has been identified by a Governmental Authority (including, by the Director of the Federal Emergency Management Agency) as a Special Flood Hazard Area.

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          (c) The Borrowers shall, and shall cause their Subsidiaries to, cause the Agent, for the ratable benefit of the Agent and the other Secured Parties, to be named as secured parties or first mortgagees and sole co-loss payees or additional insured, in a manner reasonably acceptable to the Agent, under all insurance policies required to be maintained by the Borrowers and their Subsidiaries under clauses (a) and (b) above. Each such policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty days prior written notice to the Agent in the event of cancellation of the policy for any reason whatsoever and a clause or endorsement stating that the interest of the Agent shall not be impaired or invalidated by any act or neglect of any Borrower or any of their Subsidiaries or the owner of any Real Estate for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Borrowers when due, and certificates of insurance and, if requested by the Agent, photocopies of the policies, shall be delivered to the Agent. If the Borrowers or their Subsidiaries fail to procure such insurance or to pay the premiums therefor when due, the Agent may, and at the direction of the Required Lenders shall, do so from the proceeds of Revolving Loans, on a pro rata basis.

          8.6 Insurance and Condemnation Proceeds. The Obligors shall promptly notify the Agent (for distribution to the Lenders) of any loss, damage, or destruction, from a single casualty event, of Collateral with a net book value in excess of $5,000,000, whether or not covered by insurance. While an Event of Default has occurred and is continuing, the Agent is hereby authorized to collect all insurance and condemnation proceeds in respect of Collateral directly and, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the collection or handling thereof, to apply such proceeds, ratably, to the reduction of the applicable Obligations in the order provided for in Section 4.7. So long as no Event of Default has occurred and is continuing, the Agent shall permit the Obligors to use such proceeds, or any part thereof, for any purpose permitted under this Agreement. If an Event of Default has occurred and is continuing, the Obligors shall remit an amount equal to such proceeds (if the Agent has not received such proceeds) to the Agent for application to the applicable Obligations in accordance with Section 4.7.

          8.7 Environmental Laws. Holdings shall, and shall cause each of its Subsidiaries to, conduct its business in compliance with all applicable Environmental Laws, except where noncompliance would not reasonably be expected to have a Material Adverse Effect. Holdings shall, and shall cause each of its Subsidiaries to, take reasonably prompt and reasonably appropriate action to respond to any non-compliance with, or liability under, Environmental Laws that would reasonably be expected to have a Material Adverse Effect.

          8.8 Compliance with ERISA. Holdings shall, and shall cause each of its ERISA Affiliates and Subsidiaries to: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code, the PBA, the Income Tax Act (Canada) and other applicable federal, state or provincial law; (b) cause each applicable Pension Plan intended to be qualified under Section 401 of the Code to be so qualified; (c) make all required contributions to any Plan when due; (d) not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that would reasonably be expected to have a Material Adverse Effect; (e) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, and (f) ensure that no Plan has an Unfunded Pension Liability.

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          8.9 Accounting Changes. Neither Holdings nor any of its Subsidiaries shall make any change in accounting policies or reporting practices, except as required or permitted by GAAP.

          8.10 Mergers, Consolidations or Sales. Neither Holdings nor any of its Subsidiaries shall merge, amalgamate, reorganize, or consolidate, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:

          (a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;

          (b) (i) any Obligor or any Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged or amalgamated with or into any Obligor that is domiciled and is resident in the same country as such Obligor or Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an Obligor (or, if Holdings or the Company is involved, Holdings or the Company, as the case may be);

          (ii) any Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Subsidiary that is not an Obligor; and

          (iii) any Immaterial Subsidiary may be liquidated, wound up or dissolved;

          (c) Asset Dispositions pursuant to transactions permitted under Section 8.20;

          (d) Asset Dispositions of any Non-Core Business; and

          (e) Asset Dispositions not otherwise permitted by this Section 8.10 so long as (i) after giving effect thereto Combined Availability is at least 15% of the Combined Borrowing Base, (ii) such Asset Disposition is for consideration at least 75% of which is cash and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing;

provided that in each case the Borrowers shall comply with Section 4.3(a) with respect to each such Asset Disposition.

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          8.11 Distributions; Restricted Investments. Neither any Borrower nor any of its Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Permitted Distributions, or (b) make any Investment, except Permitted Investments.

          8.12 Guarantees. Neither any Borrower nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty, except Permitted Guarantees.

          8.13 Debt. Neither Holdings nor any of its Subsidiaries shall incur or maintain any Debt, other than the following Debt incurred by any Borrower or any of its Subsidiaries (collectively, “Permitted Debt”):

          (a) the Obligations;

          (b) Debt described on Schedule 8.13, and any Refinancing Debt thereof;

          (c) (i) Capital Leases and purchase money secured Debt incurred to purchase any equipment that is not Rental Equipment held for sale or lease, provided that (A) all Liens securing the same attach only to the equipment acquired by the incurrence of such Debt and (B) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $150,000,000 at any time; and (ii) purchase money secured Debt incurred to purchase in the ordinary course of its business any Rental Equipment that is held for sale or lease, provided that (A) all Liens securing the same attach only to the Rental Equipment acquired by the incurrence of such Debt and (B) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time;

          (d) Debt of any Subsidiary that is not an Obligor to any Obligor, the net amount of which Debt incurred during any Fiscal Year, taken together with the amount of any Investments during any Fiscal Year (as reduced by any return of capital in respect of any such Investment during such Fiscal Year) made under clause (i) of the definition of “Permitted Investments” during such Fiscal Year and the amount of Debt incurred under clause (p)(ii) of this Section 8.13 during such Fiscal Year, does not exceed $10,000,000 (provided that the unused portion of such amount for any Fiscal year may be carried forward to successive Fiscal Years); provided that Debt incurred under this clause (d), when taken together with Investments made under clause (i) of the definition of “Permitted Investments” and Debt incurred under clause (p)(ii) of this Section 8.13, shall not exceed $25,000,000 in the aggregate outstanding at any time;

          (e) Debt incurred under Hedge Agreements entered into by a Borrower or Subsidiary;

          (f) Guarantees permitted under Section 8.12;

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          (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, provided that such Debt is extinguished within five Business Days of its incurrence;

          (h) Debt of any Obligor to another Obligor;

          (i) Debt of any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor;

          (j) Debt of any Obligor or Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business;

          (k) Debt of any Obligor or Subsidiary that is subordinated to the payment in full of the Obligations on terms and conditions satisfactory to the Agent; provided that (i) such Debt matures on or after, and requires no scheduled payments of principal prior to, the date that is six months after the Stated Termination Date and (ii) both before and immediately after the incurrence of such Debt, the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective);

          (l) other Debt in an aggregate outstanding principal amount for all Obligors and Subsidiaries not to exceed $50,000,000 at any time;

          (m) Debt representing deferred compensation, severance and health and welfare retirement benefits to current and former employees of Holdings and its Subsidiaries incurred in the ordinary course of business;

          (n) Debt consisting of obligations of Holdings or its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder;

          (o) Debt consisting of the financing of insurance premiums;

          (p) Debt incurred in connection with customary cash management practices of any Obligor or any Subsidiary of an Obligor owing (i) to any Obligor or (ii) to any Subsidiary, the amount of which incurred during any Fiscal Year, taken together with the amount of any Investments during any Fiscal Year (as reduced by any return of capital in respect of any such Investment during such Fiscal Year) made under clause (i) of the definition of “Permitted Investments” during such Fiscal Year and the amount of Debt incurred under clause (d) of this Section 8.13 during such Fiscal Year, does not exceed $10,000,000 (provided that the unused portion of such amount for any Fiscal year may be carried forward to successive Fiscal Years); provided that Debt incurred under this clause (p)(ii), when taken together with Investments made under clause (i) of the definition of “Permitted Investments” and Debt incurred under clause (d) of this Section 8.13, shall not exceed $25,000,000 in the aggregate outstanding at any time;

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          (q) (i) Non-Recourse Debt of any Receivables Entity in respect of any Qualified Receivables Transactions and (ii) any Debt under Standard Securitization Undertakings;

          (r) Debt secured by Real Estate of the Obligors and their Subsidiaries pursuant to transactions permitted under Section 8.20;

          (s) Debt of any Subsidiary that is not an Obligor; provided that (i) such Debt is not guaranteed by any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason or representations or warranties, agreement of the parties, operation of law or otherwise, and (iii) such Debt is not secured by any assets other than assets of such Subsidiary;

          (t) unsecured Debt of Holdings, provided that (i) such Debt matures on or after, and requires no scheduled payments of principal or any sinking fund or similar payments prior to, the date that is six months after the Stated Termination Date, and (ii) both before and immediately after the incurrence of such Debt, the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective); and

          (u) other unsecured Debt in an aggregate outstanding principal amount for all Borrowers and Subsidiaries not to exceed $200,000,000 at any time; provided that (i) such Debt matures on or after, and requires no scheduled payments of principal or any sinking fund or similar payments prior to, the date that is six months after the Stated Termination Date and (ii) both before and immediately after the incurrence of such Debt, the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective).

          For purposes of determining compliance with this Section 8.13, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, Holdings, in its sole discretion, may classify and reclassify such item of Debt and only be required to include the amount and type of such Debt in one of such clauses.

          8.14 Prepayments of Debt. Neither Holdings nor any of its Subsidiaries shall prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt, except (i) the prepayment of the Loans in accordance with the terms of this Agreement, (ii) the prepayment of any Debt payable to any Borrower, (iii) regularly scheduled repayments or redemptions of Permitted Debt, (iv) the payment of any obligations in respect of any Qualifying Receivables Transactions, (v) any prepayments or redemptions of any Permitted Debt in connection with any refinancing or replacement thereof with any Refinancing Debt thereof, (vi) any prepayment of any Permitted Debt required as a result of any sale, lease, transfer or other disposition of any property securing such Permitted Debt to the extent that such security is permitted under this Agreement and (vii) any such prepayment, redemption, purchase, defeasance, satisfaction or payment at any time so long as at such time, after giving pro forma effect thereto, (A) Holdings and its Subsidiaries would be in compliance with Sections 8.22 and 8.23, regardless of whether a Covenant Trigger shall have occurred or whether the covenants contained therein are otherwise effective (measured as of the last day of the most recently ended Fiscal Quarter for which financial statements were delivered in accordance with Section 6.2) and (B) either (1) the Combined Availability shall exceed 20% of the Maximum Revolver Amount or (2) (x) the Combined Availability shall exceed the greater of $200,000,000 and 15% of the Maximum Revolver Amount and (y) the aggregate amount of such prepayments, redemptions, purchases, defeasance, satisfaction or payments pursuant to this Section 8.14(vii) does not exceed $75,000,000 in any Fiscal Year.

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          8.15 Transactions with Affiliates. Except as set forth below, neither Holdings nor any of its Subsidiaries shall sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or invest in (by capital contribution or otherwise) or purchase or repurchase any stock or indebtedness, or any property, of any Affiliate, or become liable on any Guaranty of the indebtedness, dividends, or other obligations of any Affiliate. Notwithstanding the foregoing, the following shall be permitted: (a) transactions with Affiliates expressly permitted hereunder with respect to Affiliates and transactions among Obligors, (b) compensation and indemnity arrangements with officers, directors and employees in the ordinary course of business, (c) Holdings and its Subsidiaries may engage in transactions with Affiliates and Subsidiaries that are not Obligors on terms no less favorable to Holdings and its Subsidiaries than would be obtained in a comparable arm’s-length transaction with a third party who is not an Affiliate, (d) reasonable and customary fees and expense reimbursements paid to the members of the Boards of Directors of the Obligors (and their direct or indirect parent entities), and (e) transactions set forth on Schedule 8.15 attached hereto.

          8.16 Investment Banking and Finder’s Fees. Neither Holdings nor any of its Subsidiaries shall pay or agree to pay, or reimburse any other party with respect to, any investment banking or similar or related fee, underwriter’s fee, finder’s fee, or broker’s fee to any Person in connection with this Agreement, except fees payable to the Agent and the Arrangers as described in the Fee Letter.

          8.17 Business Conducted. Holdings and its Subsidiaries shall not engage at any time in any line of business other than the lines of business currently conducted by it and businesses reasonably related or ancillary thereto.

          8.18 Liens. Neither Holdings nor any of its Subsidiaries shall create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

          8.19 Restrictive Agreements. Neither Holdings nor any of its Subsidiaries shall enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Subsidiary of the Company to pay dividends or other Distributions with respect to any of its equity interests or to make or repay loans or advances to the Company or any other Subsidiary or to guarantee Debt of the Company or any other Subsidiary; provided that (a) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, so long as such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (c) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not an Obligor by the terms of any Debt of such Foreign Subsidiary permitted to be incurred hereunder.

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          8.20 Sale and Leaseback Transactions. Neither Holdings nor any of its Subsidiaries shall, directly or indirectly, enter into any arrangement with any Person providing for Holdings or such Subsidiary to lease or rent property that Holdings or such Subsidiary has sold or will sell or otherwise transfer to such Person, other than transfers of Real Estate; provided that before and after giving effect to any such transfer, no Event of Default has occurred and is continuing.

          8.21 Fiscal Year. Holdings and its Subsidiaries shall not change their Fiscal Year.

          8.22 Fixed Charge Coverage Ratio.

                    (a) During the period from the Closing Date to the first anniversary thereof, the Borrowers will not permit the Fixed Charge Coverage Ratio, measured as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered in accordance with Section 6.2, and for the period of four Fiscal Quarters then ending, to be less than 1.10 to 1.0;

                    (b) (i) If, on the first anniversary of the Closing Date, the Combined Availability shall be at least equal to 20% of the Maximum Revolver Amount, then clause (c) below shall apply at all times on and after such anniversary; and

          (ii) If, on the first anniversary of the Closing Date, the Combined Availability shall be less than 20% of the Maximum Revolver Amount, then

          (A) the Borrowers’ covenant to maintain a minimum Fixed Charge Coverage Ratio of no less than 1.10 to 1.0 as described in clause (a) above shall continue to apply on and after such anniversary until the first date (the “First Date”) on which the Combined Availability shall be at least equal to 20% of the Maximum Revolver Amount; provided that the minimum Fixed Charge Coverage Ratio for purposes of such covenant shall be increased to 1.15 to 1.0 after December 31, 2011, and

          (B) on and after the First Date, clause (c) below shall apply at all times; and

                    (c) At any time on and after the applicable date described in clause (b)(i) or (b)(ii)(B) above, in the event that Combined Availability at any time is less than 10% of the Maximum Revolver Amount (any such event being a “Covenant Trigger”), then, as of the date of such Covenant Trigger (each such date, a “Covenant Trigger Date”) and thereafter until the date on which the Combined Availability shall have been at least equal to 10% of the Maximum Revolver Amount for 30 consecutive days (each such period commencing on a Covenant Trigger Date and ending on such date, a “Covenant Trigger Period”), and during any Covenant Trigger Period thereafter, the Borrowers will not permit the Fixed Charge Coverage Ratio, measured as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered in accordance with Section 6.2, for the period of four Fiscal Quarters then ending, (i) in the case of a Covenant Trigger Date during any period ending on or prior to December 31, 2011, to be less than 1.10 to 1.0 and (ii)  in the case of a Covenant Trigger Date during any period ending after December 31, 2011, to be less than 1.15 to 1.0.

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          8.23 Senior Secured Leverage Ratio.

                    (a) During the period from the Closing Date to the first anniversary thereof, the Borrowers will not permit the Senior Secured Leverage Ratio, measured as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered in accordance with Section 6.2, and for the period of four Fiscal Quarters then ending, to be greater than 1.75 to 1.0;

                    (b) (i) If, on the first anniversary of the Closing Date, the Combined Availability shall be at least equal to 20% of the Maximum Revolver Amount, then clause (c) below shall apply at all times on and after such anniversary; and

          (ii) If, on the first anniversary of the Closing Date, the Combined Availability shall be less than 20% of the Maximum Revolver Amount, then

          (A) the Borrowers’ covenant to maintain a maximum Senior Secured Leverage Coverage Ratio of no more than 1.75 to 1.0 as described in clause (a) above shall continue to apply on and after such anniversary until the First Date, and

          (B) on and after the First Date, clause (c) below shall apply at all times; and

                    (c) At any time on and after the applicable date described in clause (b)(i) or (b)(ii)(B) above, in the event that a Covenant Trigger occurs, then, as of the Covenant Trigger Date and thereafter until the end of the applicable Covenant Trigger Period, and during any Covenant Trigger Period thereafter, the Borrowers will not permit the Senior Secured Leverage Ratio, measured as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered in accordance with Section 6.2, and for the period of four Fiscal Quarters then ending, to be greater than 1.50 to 1.0.

          8.24 Anti-Terrorism Laws. To the best of its knowledge, neither Holdings nor any of its Subsidiaries shall (a) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (b) deal in, or otherwise engage in any transaction relating to, any assets or property blocked pursuant to Executive Order No. 13224, or (c) engage in any transaction that attempts to violate, or evades or avoids (or has the purpose of evading or avoiding) any prohibitions set forth in any applicable Anti-Terrorism Law.

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          8.25 Additional Obligors.

                    (a) In the event that any U.S. Obligor organizes, creates or acquires any Subsidiary after the Agreement Date, the U.S. Obligors shall, within thirty (30) days (or such longer period to which the Agent may reasonably agree) after the organization, creation or acquisition of such Subsidiary, (i) if such Subsidiary is not a Receivables Entity, Immaterial Subsidiary or Foreign Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, cause such Subsidiary to become a party to this Agreement as a U.S. Guarantor by (A) causing such Subsidiary to execute a Security Agreement Supplement (as defined in the Security Agreements), a Guaranty Supplement (as defined in the Guarantee Agreements) and an applicable Intellectual Property Security Agreement and (B) delivering such other documentation as the Agent may reasonably request in connection with the foregoing, including appropriate UCC-1 or PPSA financing statements (and lien searches), security agreements, trademark assignments, landlord waivers, an amendment to the applicable Security Agreement so as to grant the Agent a first priority security interest in the equity interests of such Subsidiary owned by such U.S. Obligor, certified resolutions and other organizational and authorizing documents of such U.S. Obligor and such Subsidiary, and, if requested by the Agent, favorable opinions of counsel to such U.S. Obligor and such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent, and (ii) if such Subsidiary is a Foreign Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, deliver an amendment to the applicable Security Agreement (and, if reasonably requested by the Agent, a local law pledge agreement) so as to grant the Agent a first priority security interest in all of the equity interests of such Subsidiary owned by such U.S. Obligor (provided that no more than 65% of the voting equity interests of such U.S. Obligor shall be pledged to secure any U.S. Obligations), certified resolutions and other organizational and authorizing documents of such U.S. Obligor and such Subsidiary, and, if requested by the Agent, favorable opinions of counsel to such U.S. Obligor, all in form, content and scope reasonably satisfactory to the Agent. The provisions of this Section shall not in any manner limit the restrictions on Investments set forth in Section 8.11. Notwithstanding anything herein to the contrary, at no time shall an asset of a “controlled foreign corporation” under Section 957 of the Code serve as U.S. Collateral for the U.S. Obligations hereunder.

                    (b) In the event that any Canadian Obligor organizes, creates or acquires any Subsidiary after the Agreement Date, the Canadian Obligors shall, within thirty (30) days (or such longer period to which the Agent may reasonably agree) after the organization, creation or acquisition of such Subsidiary, if such Subsidiary is not a Receivables Entity or Immaterial Subsidiary, cause such Subsidiary to become a party to this Agreement as a Canadian Guarantor by (i) causing such Subsidiary to execute and become party to the Canadian Guarantee Agreement and (ii) delivering such other documentation as the Agent may reasonably request in connection with the foregoing, including appropriate UCC-1 or PPSA financing statements (and lien searches), security agreements, trademark assignments, landlord waivers, an amendment to the applicable Security Agreement so as to grant the Agent a first priority security interest in the equity interests of such Subsidiary owned by such Canadian Obligor, certified resolutions and other organizational and authorizing documents of such Canadian Obligor and such Subsidiary, and, if requested by the Agent, favorable opinions of counsel to such Canadian Obligor and such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent. The provisions of this Section shall not in any manner limit the restrictions on Investments set forth in Section 8.11.

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                    (c) Notwithstanding the foregoing, after the Agreement Date the Borrowers shall not, directly or indirectly, create, acquire or permit to exist any Subsidiary that is a parent company of an Obligor that does not itself become an Obligor under this Section 8.25, as applicable.

          8.26 Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property to which Holdings or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Agent of any default by any party with respect to such leases and cooperate with the Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

          8.27 Bank and Securities Accounts; Cash Dominion.

                    (a) Within 90 days after the Closing Date, the Obligors shall cause to be delivered to the Agent a deposit account control agreement or securities account control agreement, as applicable, in each case in form and substance reasonably satisfactory to the Agent (each, a “Blocked Account Agreement”), with respect to each Material Account of each Obligor, duly executed by such Obligor and the applicable depositary bank or securities intermediary. Thereafter, the Obligors shall cause (i) each Material Account to be subject to a Blocked Account Agreement at all times and (ii) all cash proceeds of Collateral (other than those (x) required under a Like-Kind Exchange to be deposited in a Like-Kind Exchange Account or (y) required under the Existing Securitization Facility as in effective as of the Agreement Date to be deposited into a “Controlled Account” under and as defined in the documents evidencing the Existing Securitization Facility as in effect as of the Agreement Date) to be deposited into a Material Account subject to a Blocked Account Agreement within one (1) Business Day after receipt thereof by or for the account of any of the Obligors or any of their respective Subsidiaries.

                    (b) Until the commencement of a Cash Dominion Period, the Obligors may make withdrawals with respect to the Material Accounts. During a Cash Dominion Period, (i) all amounts which are deposited into any Material Account shall immediately become the property of and be under the exclusive control of the Agent, on behalf of the Secured Parties, (ii) the Agent shall be entitled to take such actions, including sending blocked account notices with respect to each Material Account as the Agent deems necessary to establish its exclusive control, (iii) no Obligor shall have any right to withdraw such amounts from any Material Account and (iv) the Agent may, without further consent of any Obligor, withdraw or cause to be withdrawn all immediately available funds in such Material Accounts, deposit or cause to be deposited the same in the Payment Account, and apply the same against the Obligations in the manner provided for in Section 4.7 or, if applicable, Section 4.3. In addition, during a Cash Dominion Period, all collected amounts held in any Material Account shall be sent by ACH or wire transfer no less frequently than once per Business Day to the Payment Account to be applied against the Obligations in the manner provided for in Section 4.7 or, if applicable, Section 4.3.

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          8.28 Use of Proceeds. Holdings shall not, and shall not suffer or permit any Subsidiary to, use any portion of the proceeds of any Loan, directly or indirectly, (a) to purchase or carry Margin Stock, (b) to repay or otherwise refinance indebtedness of any Borrower or others incurred to purchase or carry Margin Stock, (c) to extend credit for the purpose of purchasing or carrying any Margin Stock, or (d) to acquire any security in any transaction that is subject to Section 13 or 14 of the Exchange Act, in each case, in violation of Regulation T, U or X of the Federal Reserve Board, or in violation of any Requirement of Law.

          8.29 Further Assurances. The Obligors shall promptly execute and deliver, or cause to be promptly executed and delivered, to the Agent and/or the Lenders, such documents and agreements, and shall promptly take or cause to be taken such actions, as the Agent may, from time to time, reasonably request to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien. Without limiting the generality of the foregoing, upon request from the Agent, the Obligors shall cause to be promptly delivered to the Agent (a) assignment agreements, in form and substance reasonably satisfactory to the Agent, duly executed by each Obligor party to any Like-Kind Exchange and (unless waived by the Agent) consented to by each other applicable counterparty thereto, and other documents reasonably requested by the Agent, to evidence the pledge and assignment to the Secured Parties of the contractual rights and interests of the Obligors in any such Like-Kind Exchange and (b) any information with respect to Like-Kind Exchanges.

          8.30 6½% Senior Notes. Holdings shall prepay, repurchase, refinance or otherwise defease in full all Debt in respect of its 6½% Senior Notes no later than 45 days prior to the maturity thereof.

          8.31 Qualified Receivables Transactions.

                    (a) During any Cash Dominion Period, upon the Agent’s request, Holdings and the other Obligors shall cause new accounts receivable arising from sales of Inventory or Equipment to be excluded from any Qualified Receivables Transaction.

                    (b) The Borrowers shall promptly notify the Agent if the Securitization Percentage in connection with any Qualified Receivables Transaction shall exceed 35%. Upon request by the Agent from time to time, the Borrowers shall cause to be delivered to the Agent such reports and information about any Qualified Receivables Transaction, including, without limitation, the Securitization Percentage and relevant supporting data, as may be requested by the Agent.

                    (c) If at any time (i) the Securitization Percentage with respect to any Qualified Receivables Transaction exceeds 35% and (ii) Holdings and the other Obligors shall not be in compliance with the covenant set forth in Section 8.22 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective, and measured as of the last day of the most recently ended Fiscal Quarter for which financial statements were delivered in accordance with Section 6.2), Holdings and the Borrowers shall, within five Business Days following a request by the Agent to do so, (A) cause further sales of accounts receivable pursuant to such Qualified Receivables Transaction to cease and (B) cause such Qualified Receivables Transaction to be terminated.

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          8.32 Designation of Other Senior Debt. Holdings shall not, and shall not suffer or permit any of their Subsidiaries to, designate any of its Debt (other than Debt under the Loan Documents) as “Designated Senior Indebtedness” (or any similar term) under the terms of any Subordinated Debt.

          8.33 Certain Documents; Borrowers.

                    (a) Holdings shall not, and shall not suffer or permit any of their Subsidiaries to, amend any of its Organization Documents without prior consent of the Agent, except where such amendment would not be reasonably likely to have a Material Adverse Effect.

                    (b) Except as otherwise provided in Section 8.33(c), Holdings shall not enter into the Repurchase Agreement or any Holdco Notes Documents on terms which are different from those of the final drafts thereof delivered to the Agent under Section 9.1(o) unless such difference is not adverse to the Lenders.

                    (c) Holdings shall not, and shall not suffer or permit any of its Subsidiaries to, amend, modify or change in any manner any term or condition of any Existing Public Debt, except for any such amendment, modification or change that, if reflected in any refinancing, refunding or replacement thereof, would qualify as Refinancing Debt in accordance with the definition thereof.

                    (d) No Obligor shall enter into any Guaranty of any Holdco Notes at any time.

                    (e) Holdings shall not permit any Borrower to cease to be a wholly owned Subsidiary of Holdings except, in the case of any Borrower (other than the Company), pursuant to a merger, amalgamation, liquidation, winding-up, dissolution or a sale or other disposition of all or substantially all of the assets of such Borrower under Section 8.10.

          8.34 Post-Closing Covenant.

                    (a) Within 120 days after the Closing Date, the Obligors shall complete all actions necessary to perfect the Secured Parties’ first-priority security interest in all of the Obligors’ Titled Goods in accordance with applicable certificate-of-title statutes and regulations and all other applicable laws (including the PPSA) and shall cause to be delivered (whether through any subagent appointed pursuant to Section 13.2 or otherwise) to the Agent or its designee copies of duly recorded certificates of title, PPSA (or other statute) VIN filings or other documents reasonably satisfactory to the Agent evidencing the perfection and priority of such security interest.

                    (b) Within 60 days after the Closing Date, (i) the Agent on behalf of the Canadian Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the Canadian Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following:

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          (A) certificates representing the equity interests (to the extent certificated) listed on Schedule 7 to the Perfection Certificate held by any Canadian Obligor accompanied by undated stock powers executed in blank and instruments listed on Schedule 8 to the Perfection Certificate held by any Canadian Obligor, indorsed in blank,

          (B) proper financing statements and hypothecs in form appropriate for filing under the PPSA and RDPRM of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Canadian Security Agreement, covering the Collateral described in the Canadian Security Agreement,

          (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements and recordations filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements,

          (D) evidence of the completion of all other recordings and filings of or with respect to the Canadian Security Agreement and Canadian Pledge Agreements that the Agent may deem necessary or desirable in order to perfect and protect the security interest created thereunder, and

          (E) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Canadian Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, estoppel letters, PPSA and RDPRM termination statements and landlords’ and bailees’ waiver and consent agreements).

ARTICLE IX

CONDITIONS OF LENDING

          9.1 Conditions Precedent to Making of Loans on the Closing Date. The obligation of the Lenders to make the initial Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the satisfaction (or waiver in writing by the Agent and the Arrangers) of the following conditions precedent:

          (a) This Agreement, the Security Agreements, the Guarantee Agreements, the Intellectual Property Security Agreements and the Perfection Certificate, shall have been executed by each party thereto, and the Obligors shall have performed and complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Obligors before or on the Closing Date.

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          (b) Since December 31, 2007, there shall not have occurred a Material Adverse Effect.

          (c) The Agent and the Lenders shall have received (i)  opinions of counsel for the Obligors (including Canadian counsel to the Canadian Obligors) reasonably satisfactory to the Agent; (ii) a copy of the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Organization Documents), including all amendments thereto, of each Obligor, certified as of a recent date by the Secretary of State of the state of its organization or other Governmental Authority, and a certificate as to the good standing or status of each Obligor as of a recent date, from such Secretary of State or other Governmental Authority; (iii) a certificate of the Secretary or Assistant Secretary or Officer of each Obligor dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or similar Organization Documents) of such Obligor as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or the equivalent governing body) of such Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation/amalgamation/amendment or memoranda of association (or similar Organization Documents) of such Obligor have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (ii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Obligor; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above.

          (d) (i) The Agent on behalf of the U.S. Secured Parties shall have been granted a first priority (subject to Permitted Priority Liens) and perfected security interest in the U.S. Collateral pursuant to the applicable Loan Documents; and (ii) the Agent shall have received the following:

          (A) certificates representing the equity interests (to the extent certificated and required to be pledged under the Loan Documents) listed on Schedule 7 to the Perfection Certificate held by any U.S. Obligor accompanied by undated stock powers executed in blank and instruments listed on Schedule 8 to the Perfection Certificate held by any U.S. Obligor, indorsed in blank,

          (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the U.S. Security Agreement, covering the Collateral described in the U.S. Security Agreement,

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          (C) completed requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements,

          (D) evidence of the completion of all other recordings and filings of or with respect to the U.S. Security Agreement that the Agent may deem necessary or desirable in order to perfect and protect the security interest created thereunder, and

          (E) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the U.S. Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements).

          (e) The Borrowers shall have paid all fees required to be paid and payable by the Obligors on the Closing Date under the Fee Letter and reasonable and documented, out-of-pocket expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced and payable by the Obligors.

          (f) The Agent shall have received evidence of all coverage and endorsements with respect to insurance required by this Agreement relating to the Collateral, including, without limitation, the requirements set forth in Section 8.5.

          (g) The Agent and the Lenders shall have received a Borrowing Base Certificate dated as of the Closing Date.

          (h) The Agent shall have received Appraisals and field examinations of the Collateral.

          (i) The Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming compliance with the conditions precedent set forth in this Section 9.1.

          (j) The Agent shall have received the financial statements referred to in Section 7.6.

          (k) The Agent shall have received a certificate, in substantially the form of Exhibit G, attesting to the Solvency of Holdings and its Subsidiaries, taken as a whole, after giving effect to the Transaction, from Holdings’ Chief Financial Officer.

          (l) There shall exist no action, suit, investigation, litigation or proceeding affecting any Obligor or any of its Subsidiaries pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.

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          (m) All Governmental Authorizations and third party consents and approvals necessary in connection with the Transaction shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect.

          (n) The Combined Availability as of the Closing Date shall not be less than $250,000,000.

          (o) The Agent shall have received the purportedly final drafts of the Holdco Notes Documents and the Repurchase Agreement and shall be reasonably satisfied with the terms thereof.

          Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 9.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 9.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender.

          9.2 Conditions Precedent to Each Loan. The obligation of applicable Lenders to make each Loan, including the initial Loans on the Closing Date, and the obligation of the Agent to cause the applicable Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such extension of credit:

          (a) The following statements shall be true, and the acceptance by the applicable Borrowers of any extension of credit shall be deemed to be a statement to the effect set forth in clauses (i) and (ii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of credit, stating that:

          (i) The representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects (and any representation and warranty that is qualified as to materiality or Material Adverse Effect is correct in all respects) on and as of the date of such extension of credit as though made on and as of such date, other than any such representation or warranty which relates to a specified prior date and except to the extent the Agent and the Lenders have been notified in writing by the Borrowers that any representation or warranty is not correct in all material respects (or that any representation and warranty that is qualified as to materiality or Material Adverse Effect is not correct in all respects) and the Required Lenders have explicitly waived in writing compliance with such representation or warranty;

          (ii) No Default or Event of Default has occurred and is continuing, or would result from such extension of credit; and

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          (iii) The Borrowing or issuance of the Letter of Credit is in compliance with the provisions of Article II.

          (b) No such Borrowing shall exceed U.S. Availability or Canadian Availability, as applicable.

Notwithstanding anything to the contrary, the foregoing conditions precedent in this Section 9.2 are not conditions to (1) any Lender participating in or reimbursing the applicable Bank or the Agent for such Lender’s Pro Rata Share of any applicable Swingline Loan or Agent Advance made in accordance with the provisions of Sections 2.5(g) and (h), or Sections 2.6(h) and (i), as applicable or (2) any Participating Lender participating in a Canadian Revolving Loan funded by the Canadian Funding Banks in accordance with the provisions of Section 13.17.

ARTICLE X

DEFAULT; REMEDIES

          10.1 Events of Default. It shall constitute an event of default (“Event of Default”) if any one or more of the following shall occur for any reason:

          (a) any failure by the Borrowers to pay: (i) the principal of any of the Loans when due, whether upon demand or otherwise or the reimbursement of any Letter of Credit issued pursuant to this Agreement when the same is due and payable; or (ii) any interest, fee or other amount owing hereunder or under any of the other Loan Documents within five (5) Business Days after the due date therefor, whether upon demand or otherwise;

          (b) any representation or warranty made or deemed made by Holdings, any Borrower or any Guarantor in this Agreement or by any other Obligor or any of their Subsidiaries in any of the other Loan Documents, any Financial Statement, or any certificate furnished by any Obligor or any of its Subsidiaries at any time to the Agent or any Lender shall prove to be untrue in any material respect as of the date on which made, deemed made, or furnished;

          (c) (i) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 8.2, 8.4, 8.5, 8.9 through 8.25, 8.27 or 8.28 through 8.34 of this Agreement; (ii) any default shall occur in the observance or performance of any of the covenants and agreements contained in Sections 6.2, 6.3 or 6.4 of this Agreement, and such default shall continue for five (5) Business Days or more; (iii) any event of default shall occur under any Loan Document other than this Agreement; or (iv) any other default shall occur in the observance or performance of any of the other covenants or agreements contained in any other Section of this Agreement, any other Loan Document or any other agreement entered into at any time to which any Obligor or any Subsidiary and the Agent or any Lender are party, and such default shall continue for thirty (30) days or more after notice thereof to the Borrowers by the Agent or the Required Lenders;

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          (d) any default shall occur with respect to any Debt (other than the Obligations) of any Obligor or any of their Subsidiaries (other than any Immaterial Subsidiary) in an outstanding principal amount which exceeds $75,000,000, or under any agreement or instrument under or pursuant to which any such Debt may have been issued, created, assumed, or guaranteed by any Obligor or any of their Subsidiaries, and such default shall continue for more than the period of grace, if any, therein specified, if the effect thereof (with or without the giving of notice) is to accelerate, or to permit the holders of any such Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and payable or be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

          (e) any Obligor or any of its Subsidiaries (other than any Immaterial Subsidiary) shall (i) file a voluntary petition in bankruptcy or file a voluntary petition, proposal, notice of intent to file a proposal or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement or readjustment of its debts or for any other relief under the federal Bankruptcy Code, as amended, the BIA, the CCAA or under any other bankruptcy or insolvency act or law, state, provincial or federal, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv) be unable generally to pay its debts as they become due;

          (f) an involuntary petition shall be filed or an action or proceeding otherwise commenced seeking reorganization, arrangement, consolidation or readjustment of the debts of any Obligor or any of its Subsidiaries (other than any Immaterial Subsidiary) or for any other relief under the federal Bankruptcy Code, as amended, the BIA, the CCAA or under any other bankruptcy or insolvency act or law, state, provincial or federal, now or hereafter existing and such petition or proceeding shall not be dismissed within sixty (60) days after the filing or commencement thereof or an order of relief shall be entered with respect thereto;

          (g) a receiver, interim receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for any Obligor or any of its Subsidiaries (other than any Immaterial Subsidiary) or for all or any material part of any Obligor’s or Subsidiary’s property shall be appointed or a warrant of attachment, execution or similar process shall be issued against any material part of the property of any Obligor or any of their Subsidiaries;

          (h) other than as permitted under Section 8.10, any Obligor or any of its Subsidiaries (other than any Immaterial Subsidiary) shall file a certificate of dissolution under applicable state or provincial law or shall be liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation, or shall take any action in furtherance thereof;

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          (i) this Agreement or any Security Document shall be terminated (other than in accordance with its terms or the terms hereof), revoked or declared void or invalid or unenforceable or challenged by any Obligor;

          (j) one or more judgments, orders, decrees or arbitration awards is entered against any Obligor or any of their Subsidiaries involving in the aggregate liability as to any single or related or unrelated series of transactions, incidents or conditions, in excess of $75,000,000 (except to the extent covered by insurance through an insurer who does not deny or dispute coverage), and the same shall remain unsatisfied, unbonded, unvacated and unstayed pending appeal for a period of sixty (60) days after the entry thereof;

          (k) for any reason, other than the failure of the Agent to take any action available to it to maintain perfection of the Agent’s Liens pursuant to the Security Documents, this Agreement or any Security Document ceases to be in full force and effect (other than in accordance with its terms) or any Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or is not, valid, perfected and prior to all other Liens (other than Permitted Liens) or is terminated (other than in accordance with its terms), revoked or declared void;

          (l) (i) an ERISA Event shall occur with respect to a Pension Plan or Multi-employer Plan which has resulted or could reasonably be expected to result in liability of an Obligor under Title IV of ERISA to the Pension Plan, Multi-employer Plan or the PBGC in an aggregate amount in excess of $75,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds $75,000,000; or (iii) an Obligor or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multi-employer Plan in an aggregate amount in excess of $75,000,000;

          (m) A Pension Event shall occur which, in the Agent’s reasonable determination, constitutes grounds for the termination under any applicable law, of any Canadian Pension Plan or for the appointment by the appropriate Governmental Authority (including the FSCO) of an administrator or like body for any Canadian Pension Plan, or if any Canadian Pension Plan shall be terminated or any such administrator or like body shall be requested or appointed, or if a Canadian Obligor or any of its Subsidiaries is in default with respect to payments to a Canadian Pension Plan resulting from their complete or partial withdrawal from such Canadian Pension Plan and any such event would reasonably be expected to have a Material Adverse Effect or any Lien arises in respect of an amount in excess of $75,000,000 (save for contribution amounts not yet due) in connection with any Canadian Pension Plan; or

          (n) there occurs a Change of Control.

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          10.2 Remedies.

                    (a) If a Default or an Event of Default has occurred and is continuing, the Agent may, in its discretion, and shall, at the direction of the Required Lenders, do one or more of the following at any time or times and in any order, without notice to or demand on any Borrower:

          (i) reduce the Maximum U.S. Revolver Amount, the Maximum Canadian Revolver Amount, the Maximum Revolver Amount and/or the Maximum Specified Loan Sublimit or the advance rates against Eligible Rental Equipment and/or Eligible Merchandise and Consumables Inventory used in computing each Borrowing Base, or reduce one or more of the other elements used in computing each Borrowing Base, in each case to the extent determined by the Agent or the Required Lenders, as the case may be;

          (ii) restrict the amount of or refuse to make Loans;

          (iii) instruct the Letter of Credit Issuers to restrict or refuse to provide Letters of Credit;

          (iv) terminate the Commitments;

          (v) declare any or all Obligations to be immediately due and payable; provided, however, that upon the occurrence of any Event of Default described in Sections 10.1(e), 10.1(f), 10.1(g), or 10.1(h), the Commitments shall automatically and immediately expire and terminate and all Obligations shall automatically become immediately due and payable without notice or demand of any kind;

          (vi) require the Obligors to cash collateralize all Obligations (contingent or otherwise) with respect to outstanding Letters of Credit; and

          (vii) pursue its other rights and remedies under the Loan Documents and applicable law.

                    (b) If an Event of Default has occurred and is continuing: (i) the Agent shall have, for the benefit of the respective Secured Parties, in addition to all other rights of the Agent and the Lenders, the rights and remedies of a secured party under the Loan Documents, the UCC and the PPSA; (ii) the Agent may, at any time, take possession of the respective Collateral and keep it on the Obligors’ premises, at no cost to the Agent or any Lender, or remove any part of it to such other place or places as the Agent may desire, or the Borrowers shall, and shall cause their Subsidiaries to, upon the Agent’s demand, at the Borrowers’ cost, assemble the Collateral and make it available to the Agent at a place reasonably convenient to the Agent; and (iii) the Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable, in its sole discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, each Obligor agrees that any notice by the Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC, the PPSA or otherwise, shall constitute reasonable notice to such Borrower if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Borrowers’ Agent at the address specified in or pursuant to Section 14.8.

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If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Agent or the Lenders receive payment, and if the buyer defaults in payment, the Agent may resell the Collateral without further notice to any Borrower or any other Obligor. In the event the Agent seeks to take possession of all or any portion of the Collateral by judicial process, each Borrower and each other Obligor irrevocably waives: (A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement that the Agent retain possession and not dispose of any Collateral until after trial or final judgment. The Borrowers and the other Obligors agree that the Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Agent is hereby granted a license or other right to use, without charge, each Borrower’s and other Obligor’s labels, patents, copyrights, name, trade secrets, trade names, trademarks, and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Borrowers’ and the other Obligors’ rights under all licenses and all franchise agreements shall inure to the Agent’s benefit for such purpose. The proceeds of sale shall be applied first to all expenses of sale, including reasonable attorneys’ fees, and then to the Obligations. The Agent will return any excess to the Borrowers and the Borrowers shall remain liable for any deficiency. Without affecting the generality of the foregoing, if an Event of Default shall have occurred and be continuing as a result of a breach of any prepayment obligation under Section 4.3(b) and such Event of Default shall continue for ten (10) days, the Agent or the Required Lenders may request the Obligors to, and upon any such request the Obligors shall, terminate or cause to be terminated any Like-Kind Exchange and Like-Kind Exchange Account.

ARTICLE XI

TERM AND TERMINATION

          11.1 Term and Termination. The term of this Agreement shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. The Agent upon direction from the Required Lenders may terminate this Agreement without notice upon the occurrence and during the continuance of an Event of Default. Upon the effective date of termination of this Agreement for any reason whatsoever, all Obligations (including all unpaid principal, accrued and unpaid interest and any amounts due under Section 5.4) shall become immediately due and payable and the Borrowers shall immediately arrange, with respect to all Letters of Credit then outstanding, for (a) the cancellation and return thereof, or (b) the cash collateralization thereof or issuance of Supporting Letters of Credit with respect thereto in accordance with Section 2.4(g). Notwithstanding the termination of this Agreement, until Full Payment of all Obligations, the Borrowers shall remain bound by the terms of this Agreement and shall not be relieved of any of their Obligations hereunder or under any other Loan Document, and the Agent and the Lenders shall retain all their rights and remedies hereunder (including the Agent’s Liens in and all rights and remedies with respect to all then existing and after-arising Collateral).

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ARTICLE XII

AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

          12.1 Amendments and Waivers.

                    (a) (i) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Borrowers therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Agent with the consent of the Required Lenders) and the Borrowers (except that no consent of the Borrowers shall be required in the case of amendments of Article XIII, other than amendments of Section 13.9 which affect the Borrowers’ rights thereunder) and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;

          (ii) Notwithstanding the foregoing, no such waiver, amendment, or consent shall be effective to modify eligibility criteria, reserves or sublimits contained in the definition of “U.S. Borrowing Base”, “Canadian Borrowing Base”, “Merchandise and Consumables Inventory Formula Amount”, “Eligible Rental Equipment” or “Reserves” or any successor or related definition, in each case that would have the effect of increasing Combined Availability or any Borrowing Base unless it is consented to in writing by the Supermajority Lenders and the Borrowers; provided that to the extent (A) that any change shall have been made to any eligibility criteria or reserves after the Agreement Date based solely on the Agent’s Reasonable Credit Judgment pursuant to the terms of the Agreement (and not by an amendment or modification of this Agreement or any consent of the Lenders), and (B) such change has the effect of decreasing Combined Availability or any Borrowing Base, the Agent may thereafter reverse such change, in whole or in part, if it determines to do so in the exercise of its Reasonable Credit Judgment;

          (iii) Notwithstanding the foregoing, no such waiver, amendment, or consent shall be effective with respect to the following, unless consented to in writing by all Lenders (or the Agent with the consent of all Lenders) and the Borrowers:

          (A) increase any of the advance rates set forth in the definition of “U.S. Borrowing Base” or “Canadian Borrowing Base”;

          (B) decrease the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder;

          (C) amend this Section or any provision of this Agreement providing for consent or other action by all Lenders;

          (D) release any Guarantor with respect to any Obligations owing under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement other than as permitted by Section 13.11;

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          (E) release all or substantially all of the value of the U.S. Collateral or the Canadian Collateral other than as permitted by Section 13.11;

          (F) change the definition of “Required Lenders” or “Supermajority Lenders”; or

          (G) increase the Maximum U.S. Revolver Amount, Maximum Canadian Revolver Amount or Maximum Revolver Amount (other than as contemplated in Section 2.8 or Section 2.9, as applicable) or Letter of Credit Subfacility;

          (iv) Notwithstanding the foregoing, no such waiver, amendment, or consent shall be effective with respect to the following, unless consented to in writing by all affected Lenders (or the Agent with the consent of all affected Lenders) and the Borrowers:

          (A) increase or extend any Commitment of any Lender (other than as contemplated in Section 2.8 or 2.9);

          (B) postpone or delay any date fixed by this Agreement or any other Loan Document for any (i) scheduled payment of principal, interest or fees or (ii) other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document; or

          (C) reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable hereunder or under any other Loan Document;

          (v) Notwithstanding the foregoing, no such waiver, amendment, or consent shall be effective to change (i) Section 4.7 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 4.3, in any manner that materially and adversely affects the Lenders of a Facility without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of such Facility;

          (vi) Notwithstanding the foregoing, no such waiver, amendment, or consent shall be effective to increase the obligations or adversely affect the rights of the Agent, any Letter of Credit Issuer or any Canadian Funding Bank without the consent of the party affected thereby;

provided, however, that (A) the Agent may, in its sole discretion and notwithstanding the limitations contained in clauses (ii), (iii)(A) and (iii)(G) above and any other terms of this Agreement, make applicable Agent Advances in accordance with Section 2.5(h) or Section 2.6(i), as applicable; (B) Schedule 1.1 hereto (Commitments) may be amended from time to time by the Agent alone to reflect assignments of Commitments in accordance herewith and changes in Commitments in accordance with Section 2.8 or 2.9; (C) no amendment or waiver shall be made to Section 13.21 or to any other provision of any Loan Document as such provisions relate to the rights and obligations of any Arranger without the written consent of such Arranger; (D) the Fee Letter may be amended or waived in a writing signed by Holdings, the Arrangers and the Agent; (E) the Maximum Canadian Revolver Amount may be permanently reduced at any time from time to time by a written request from the Borrowers’ Agent without the consent or approval of any Lender; and (F) any Loan Document relating to Hedge Agreements and other Bank Products may be amended by the Borrowers and the Agent, the Lender or Affiliate of the Agent or such Lender providing such Hedge Agreement or other Bank Product without the consent or approval of the Agent (unless the Agent is providing such Bank Product) or any other Lender. Further, notwithstanding anything to the contrary contained in Section 12.1, if the Agent and the Borrowers’ Agent shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Agent and the Borrowers’ Agent shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

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                    (b) If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders is not obtained (any such Lender whose consent is not obtained being referred to as a “Non-Consenting Lender”), then, so long as the Agent is not a Non-Consenting Lender, at the Borrowers’ request (and if applicable, payment by the Borrower of the processing fee referred to in Section 12.2(a)), the Agent or an Eligible Assignee shall have the right (but not the obligation) with the Agent’s approval, to purchase from the Non-Consenting Lenders, and the Non-Consenting Lenders agree that they shall sell, all the Non-Consenting Lenders’ interests, rights and obligations under the Loan Documents, in accordance with the procedures set forth in clauses (i) through (v) in the proviso to Section 5.8 and the last sentence in Section 5.8, as if each such Non-Consenting Lender is an assignor U.S. Lender thereunder.

          12.2 Assignments; Participations.

                    (a) Any Lender may, with the written consent of (i) the Agent, (ii) in the case of an assignment of any Canadian Revolving Credit Commitment, Canadian Revolving Loan or Canadian Loan Participation to an assignee that does not have an Eligible Canadian Affiliate, the Canadian Funding Banks, (iii) the U.S. Swingline Lender, the Letter of Credit Issuer and the Canadian Swingline Lender, and (iv) so long as no Event of Default has occurred and is continuing, the Borrowers’ Agent (which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Borrowers’ Agent shall be required in connection with any assignment to an Approved Fund or to a Lender to an Affiliate of a Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000; provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrowers’ Agent and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrowers’ Agent and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. For the avoidance of doubt, all assignments hereunder shall be made in accordance with Section 12.2(h). Except as expressly provided herein, no Canadian Lender may assign or delegate any or all of its Canadian Revolving Credit Commitments or Canadian Revolving Loans or any rights and obligations in respect thereof hereunder except in connection with an assignment or delegation of the U.S. Revolving Loans and U.S. Revolving Credit Commitments of such Canadian Lender’s related U.S. Lender in accordance with the terms of this Section 12.2. Notwithstanding anything to the contrary, in the case of a Canadian Funding Bank, (1) the portion of its Canadian Revolving Loans subject to Canadian Loan Participation, and the portion of its Canadian Revolving Credit Commitment that if funded, would be subject to Canadian Loan Participation, may only be assigned to another Canadian Funding Bank (and the Assignee shall agree in the Assignment and Acceptance to act as a Canadian Funding Bank in respect of the Canadian Revolving Loans and Canadian Revolving Credit Commitment being assigned to it and to assume from the assignor Lender a corresponding Canadian Funding Percentage such that the aggregate Canadian Funding Percentages of all Canadian Funding Banks shall remain 100% at all times), and (2) the other portion of its Canadian Revolving Loans and Canadian Revolving Credit Commitment may only be assigned to another Canadian Lender.

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                    (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.22 herein, (i) the Assignee thereunder (and its Eligible Canadian Affiliate, if applicable) shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender (and its Eligible Canadian Affiliate, if applicable, shall have the rights and obligations of a Canadian Lender (such Lender’s “Related Canadian Lender”)) under the Loan Documents, and (ii) the assignor Lender (and its Related Canadian Lender, if applicable) shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s (and its Related Canadian Lender’s, if applicable) rights and obligations under this Agreement, such assignor Lender (and its Related Canadian Lender, if applicable) shall cease to be a party hereto).

                    (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder (and its Related Canadian Lender, if applicable) and the Assignee thereunder (and its Eligible Canadian Affiliate, if applicable) confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender (and its Related Canadian Lender, if applicable) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender (and its Related Canadian Lender, if applicable) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee (and its Eligible Canadian Affiliate, if applicable) confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee (and its Eligible Canadian Affiliate, if applicable) will, independently and without reliance upon the Agent, such assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee (and its Eligible Canadian Affiliate, if applicable) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee (and its Eligible Canadian Affiliate, if applicable) agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender (or as a Canadian Lender, in the case of its Eligible Canadian Affiliate, if applicable) .

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                    (d) Immediately upon satisfaction of the requirements of Section 12.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee (and its Eligible Canadian Affiliate, if applicable) and the resulting adjustment of the Commitments arising therefrom. Each Commitment allocated to each Assignee shall reduce the applicable Commitment of the assignor Lender pro tanto.

                    (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”) participating interests in any Loans, any Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the applicable Borrowers and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Sections 12.1(a)(iii)(D) and (E) and Section 12.1(a)(iv) and the release of all of substantially all of the value of the Guarantees of any Obligations pursuant to the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Subject to paragraph (g) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.1, 5.2 and 5.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section.

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                    (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

                    (g) A Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the Originating Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless the sale of the participating interest to such Participant is made with the applicable Borrowers’ prior written consent. A Participant that would be subject to the requirements of Section 13.10 if it were a Lender shall not be entitled to the benefits of Section 5.1 unless the applicable Borrowers are notified of the participating interest sold to such Participant and such Participant agrees, for the benefit of the applicable Borrowers, to comply with Section 13.10 as though it were a Lender.

                    (h) Assignments of Commitments and Loans shall be effectuated as follows:

          (i) If an assignor U.S. Lender has a Related Canadian Lender and the assignee U.S. Lender has an Eligible Canadian Affiliate (determined based upon the representation made by such assignee U.S. Lender in its Assignment and Acceptance), then (A) the assignee U.S. Lender shall purchase from the assignor U.S. Lender a pro rata portion of its U.S. Revolving Loans and U.S. Revolving Credit Commitment and (B) the Eligible Canadian Affiliate of the assignee U.S. Lender shall purchase from the assignor U.S. Lender’s Related Canadian Lender the same pro rata portion of its Canadian Revolving Loans and its Canadian Revolving Credit Commitments.

          (ii) If an assignor U.S. Lender has a Related Canadian Lender and the assignee U.S. Lender does not have an Eligible Canadian Affiliate (determined based upon the representation made by such assignee U.S. Lender in its Assignment and Acceptance), then (A) the assignee U.S. Lender shall purchase from the assignor U.S. Lender a pro rata portion of its U.S. Revolving Loans and U.S. Revolving Credit Commitment, (B) the assignee U.S. Lender shall become a Participating Lender hereunder and shall purchase a Canadian Loan Participation from the Canadian Funding Banks in each Canadian Revolving Loan (other than a Canadian Swingline Loan) funded by the Canadian Funding Banks in an amount equal to the assignee Participating Lender’s Pro Rata Share of the Borrowing which includes such Canadian Revolving Loan and (C) the Canadian Funding Banks shall purchase from the Canadian Lender related to the assignor U.S. Lender (x) the portion of the Canadian Revolving Credit Commitment of such Canadian Lender in an amount equal to the assignee Participating Lender’s Pro Rata Share of the amount of the Maximum Canadian Revolver Amount and (y) such portion of the Canadian Revolving Loans of such Canadian Lender in an amount equal to the assignee Participating Lender’s Pro Rata Share of the Borrowings which include the Canadian Revolving Loans (other than Canadian Swingline Loans) of such Canadian Lender.

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          (iii) If an assignor U.S. Lender does not have a Related Canadian Lender and the assignee U.S. Lender does not have an Eligible Canadian Affiliate (determined based upon the representation made by such assignee U.S. Lender in its Assignment and Acceptance), then (A) the assignee U.S. Lender shall purchase from the assignor U.S. Lender a pro rata portion of its U.S. Revolving Loans and U.S. Revolving Credit Commitment and (B) the assignee U.S. Lender shall assume the same pro rata portion of all obligations of the assignor U.S. Lender under or with respect to the Canadian Revolving Loans and Canadian Revolving Credit Commitments under this Agreement and as a result the assignee U.S. Lender shall become a Participating Lender hereunder with an obligation to purchase a Canadian Loan Participation from the Canadian Funding Banks in each Canadian Revolving Loan (other than Canadian Swingline Loans) funded by the Canadian Funding Banks in an amount equal to the assignee U.S. Lender’s Pro Rata Share of the Borrowing which includes such Canadian Revolving Loan.

          (iv) If an assignor U.S. Lender does not have a Related Canadian Lender and the assignee U.S. Lender has an Eligible Canadian Affiliate (determined based upon the representation made by such assignee U.S. Lender in its Assignment and Acceptance), then (A) the assignee U.S. Lender shall purchase from the assignor U.S. Lender a pro rata portion of its U.S. Revolving Loans and U.S. Revolving Credit Commitment, (B) the Eligible Canadian Affiliate of the assignee U.S. Lender shall become a Canadian Lender hereunder with a Canadian Revolving Credit Commitment equal to its Pro Rata Share of the amount of the Maximum Canadian Revolver Amount (such Canadian Revolving Credit Commitment to be assumed from the Canadian Funding Banks) and (C) the Eligible Canadian Affiliate of the assignee U.S. Lender shall purchase from the Canadian Funding Banks such portion of the Canadian Revolving Loans (other than Canadian Swingline Loans) funded by the Canadian Funding Banks equal to the Pro Rata Share of such Eligible Canadian Affiliate in the outstanding principal balance of all Canadian Revolving Loans (other than Canadian Swingline Loans and Canadian Agent Advances) outstanding at such time.

ARTICLE XIII

THE AGENT

          13.1 Appointment and Authorization. Each Lender hereby designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.11(a) and 13.11(b)) are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the U.S. Borrowing Base or the Canadian Borrowing Base, as applicable, (b) the making of Agent Advances pursuant to Section 2.5(h) or Section 2.6(i), as applicable, and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

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          For the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code of Québec between each Secured Party, taken individually, on the one hand, and the Agent, on the other hand, each Obligor and each such Secured Party acknowledge and agree with the Agent that such Secured Party and the Agent are hereby conferred the legal status of solidary creditors of each such Obligor in respect of all Obligations owed by each such Obligor to the Agent and such Secured Party hereunder and under the other Loan Documents (collectively, the “Solidary Claim”) and that, accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec, each such Obligor is irrevocably bound towards the Agent and each Secured Party in respect of the entire Solidary Claim of the Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Agent and each Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Agent and such Secured Party and the right to give full aquittance for it. Accordingly, and without limiting the generality of the foregoing, the Agent, as solidary creditor with each Secured Party, shall at all times have a valid and effective right of action in respect of the Solidary Claim and the right to give a full aquittance for same. By its execution of the Loan Documents to which it is a party, each such Obligor not a party hereto shall also be deemed to have accepted the stipulations hereinabove provided. The parties further agree and acknowledge that such Liens (hypothecs) under the Security Documents and the other Loan Documents shall be granted to the Agent, for its own benefit and for the benefit of the Secured Parties, as solidary creditor as hereinabove set forth.

          13.2 Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent hereby appoints the Borrowers’ Agent to be a subagent solely of the Agent solely for the purpose of (a) causing (i) the Agent to be named as lienholder, secured party, legal owner or such other capacity, as appropriate, on the certificate of title for any Titled Goods or (ii) on any filing or registration statement in favor of the Agent, effected under the Loan Documents in the PPSA or otherwise, the addition of any Titled Goods by its VIN or serial number, in either case in order to create and/or perfect the security interest of the Secured Parties therein and (b) releasing any such security interest upon a sale of the Title Goods covered thereby in compliance with the terms of the Agreement; provided that (A) the Borrowers’ Agent in such capacity may appoint other third-party subagents reasonably acceptable to the Agent, (B) neither the Borrowers’ Agent nor any such subagent shall be authorized to take any other action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Agent, and (C) such appointment, and any further subagency, may be terminated by the Agent at any time by notice to the Borrowers’ Agent.

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          13.3 Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Obligor or any Subsidiary or Affiliate of any Obligor, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Obligor or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Obligor or any of their Subsidiaries or Affiliates.

          13.4 Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Obligor), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 12.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

          13.5 Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent shall have received written notice from a Lender or the Borrowers referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Agent will notify the Lenders of their receipt of any such notice. The Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Article X; provided, however, that unless and until the Agent has received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as they shall deem advisable.

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          13.6 Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Obligors and their Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Obligors and their Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Obligors or any of their Affiliates which may come into the possession of any of the Agent-Related Persons.

          13.7 Indemnification. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrowers and without limiting the obligation of the Borrowers to do so), ratably in accordance with their respective Commitments, from and against any and all Indemnified Liabilities as such term is defined in Section 14.11; provided, however, that no Lender shall be liable for the payment to such Agent-Related Persons of any portion of such Indemnified Liabilities to the extent resulting from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall ratably reimburse the Agent upon demand for its share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

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          13.8 Agent in Individual Capacity. The Bank and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Obligors and their Subsidiaries and Affiliates as though the Bank were not the Agent hereunder and without notice to or consent of the Lenders. The Bank and its Affiliates may receive information regarding the Obligors, their Affiliates and Account Debtors (including information that may be subject to confidentiality obligations in favor of the Obligors or such Affiliates) and the Lenders hereby acknowledge that the Agent and the Bank shall be under no obligation to provide such information to them. With respect to its Loans, the Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent, and the terms “Lender” and “Lenders” include the Bank in its individual capacity.

          13.9 Successor Agent. The Agent may resign as Agent upon at least 30 days’ prior notice to the Lenders and the Borrowers’ Agent, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders (with the prior consent of the Borrowers’ Agent, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default has occurred and is continuing) shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrowers’ Agent (but without the need for the consent of the Borrowers’ Agent), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article XIII and Section 14.11 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

          13.10 Withholding Tax.

                    (a) If any Lender lending to the U.S. Borrowers or the Specified Loan Borrower is not a United States person within the meaning of the Code and such Lender claims exemption from, or a reduction of, U.S. withholding Tax under Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of the Agent, to deliver to the Agent and the Borrowers’ Agent:

          (i) if such Lender claims an exemption from, or a reduction of, withholding Tax under an applicable tax treaty, two properly completed and executed IRS Form W-8BEN (or any successor form thereto) before the payment of any interest under this Agreement to such Lender;

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          (ii) if such Lender claims that interest paid under this Agreement is exempt from United States of America withholding Tax because it is effectively connected with a United States of America trade or business of such Lender (and, if an applicable tax treaty requires, for the permanent establishment of such Lender in the United States of America), two properly completed and executed IRS Form W-8ECI (or any successor form thereto) before the payment of any interest under this Agreement to such Lender and before the end of each third succeeding calendar year from the date such Lender initially provided the IRS Form W-8ECIs if such Lender continues to be a Lender under this Agreement; and

          (iii) such other form or forms as may be required under the Code or other laws of the United States of America as a condition to exemption from, or reduction of, United States of America withholding Tax.

Such Lender agrees to promptly notify the Agent and the Borrowers’ Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction and shall provide any updated forms, if applicable.

                    (b) If any Lender is a United States person within the meaning of the Code, such Lender agrees with an in favor of the Agent, to deliver to the Agent and the Borrowers' Agent two properly completed and executed IRS Form W-9 (or any successor form thereto) certifying that such person is entitled to a complete exemption from United States backup withholding tax on payments pursuant to this Agreement. Any Lender supplying forms pursuant to this Section 13.10(b) shall deliver to the Agent and the Borrowers’ Agent additional copies of the relevant forms on or before the date that such form expires, and shall promptly notify the Agent and the Borrowers' Agent of any change in circumstances that would modify or render invalid any claimed exemption or any forms previously provided.

                    (c) If any Lender claims exemption from, or reduction of, withholding Tax by providing any IRS Form to Agent or Borrowers’ Agent and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations owing to such Lender, such Lender agrees to notify the Agent and the Borrowers’ Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Borrowers to such Lender. To the extent of such percentage amount, the Agent will treat such Lender’s IRS Form as no longer valid.

                    (d) If any Lender is entitled to a reduction in the applicable withholding Tax, the Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding Tax after taking into account such reduction. If the forms or other documentation required by subsection (a) or (b) of this Section are not delivered to the Agent and the Borrowers’ Agent, then the Agent may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding Tax.

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                    (e) If the IRS or any other Governmental Authority of the United States of America or other jurisdiction asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason) such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including, for the avoidance of doubt, penalties and interest, and including any Taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, together with all costs and expenses (including Attorney Costs). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of the Agent.

                    (f) Each Canadian Lender and Participating Lender hereby represents and warrants to the other parties hereto that it is and at all relevant times will be dealing at arm’s length for the purposes of the Income Tax Act (Canada) with each of the Canadian Borrowers, the Agent and the Canadian Funding Banks.

          13.11 Collateral Matters.

                    (a) The Lenders hereby irrevocably authorize the Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise), and the Agent (and if applicable, any subagent appointed by the Agent under Section 13.2 or otherwise) shall hereby have the obligation to release, subject to the satisfaction of any conditions to release (if any) set forth herein, including the continuance of the applicable Agent’s Lien in any proceeds of released Collateral, any such Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by the Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit, and the termination or cash collateralization of all outstanding Letters of Credit or the posting of Supporting Letters of Credit with respect thereto (whether or not any of such obligations are due) and all other Obligations (other than any contingent indemnity obligations with respect to which no claim, demand or suit has been made, brought or threatened against an Indemnified Person); (ii) constituting property being sold or disposed of, if (except sales of items of Rental Equipment in the ordinary course of business so long as such Agent’s Lien continues in the proceeds of such Collateral) the Borrowers certify to the Agent that the sale or disposition is made in compliance with Section 8.10 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Obligors owned no interest at the time the Lien was granted or at any time thereafter; (iv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under this Agreement; (v) constituting Relinquished Property, if such Relinquished Property shall have been delivered to the applicable Qualified Intermediary in accordance with the applicable exchange agreement and a first priority perfected security interest shall have been granted by the applicable exchanger to the Agent for the benefit of the Secured Parties of a first priority perfected security interest in the rights of such exchanger in, to and under the related exchange agreement; (vi) constituting any Like-Kind Exchange Account; or (vii) constituting property being transferred pursuant to any Qualifying Receivables Transaction. Except as provided above, the Agent will not release any of such Agent’s Liens without the prior written authorization of the Lenders; provided that, in addition to the foregoing, (A) the Agent may, in its discretion, release such Agent’s Liens on Collateral valued in the aggregate not in excess of $25,000,000 during each Fiscal Year without the prior written authorization of any Lender; and (B) the Agent may release the Agent’s Liens on Collateral valued in the aggregate not in excess of $50,000,000 during each Fiscal Year with the prior written authorization of Required Lenders, so long as all proceeds received in connection with such release are applied to the Obligations in accordance with Section 4.7 and, after giving effect to the application of such proceeds and the updating of the U.S. Borrowing Base or the Canadian Borrowing Base, as the case may be, to reflect the deletion of any assets subject to such release, U.S. Availability or Canadian Availability, as the case may be, shall be no less than the U.S. Availability or the Canadian Availability, as the case may be, immediately prior to such release. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the Agent’s authority to release any applicable Agent’s Liens upon particular types or items of Collateral pursuant to this Section 13.11. In addition, the Lenders hereby irrevocably authorize the Agent to (x) subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.13(c) and (y) release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations pursuant to this Section 13.11(a).

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                    (b) Upon receipt by the Agent of any authorization required pursuant to Section 13.11(a) from the Lenders of the Agent’s authority to release or subordinate the applicable Agent’s Liens upon particular types or items of Collateral, or to release any Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement, and upon at least five (5) Business Days’ prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of such Agent’s Liens upon such Collateral or to subordinate its interest therein, or to release such Guarantor from its obligations under the U.S. Guarantee Agreement or the Canadian Guarantee Agreement; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of such Collateral.

                    (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Obligors or is cared for, protected or insured or has been encumbered, or that the applicable Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing.

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          13.12 Restrictions on Actions by Lenders; Sharing of Payments.

                    (a) Each of the Lenders agrees that it shall not, without the express consent of the Required Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Required Lenders, set-off against the Obligations, any amounts owing by such Lender to any Obligor or any accounts of any Obligor now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Agent, take or cause to be taken any action to enforce its rights under this Agreement or against any Obligor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the applicable Collateral.

                    (b) If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or any payments with respect to the Obligations of any Obligor to such Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from the Agent pursuant to the terms of this Agreement, or (ii) payments from the Agent in excess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Commitments; provided, however, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. If following the occurrence of an Event of Default and realization upon the Collateral and the Guarantee Agreements, the U.S. Lenders on the one hand and the Canadian Lenders on the other hand has suffered or incurred a loss not recovered from available Collateral, each Lender shall make such payments to the others of them so that the loss is shared by all Lenders in accordance with each such Lender’s Pro Rata Share.

          13.13 Agency for Perfection. Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with the UCC or the PPSA or under other applicable law, as applicable may be perfected by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor, shall deliver such Collateral to the Agent or in accordance with the Agent’s instructions.

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          13.14 Payments by Agent to Lenders. All payments to be made by the Agent to the applicable Lenders shall be made by bank wire transfer or internal transfer of immediately available funds to each such Lender pursuant to wire transfer instructions delivered in writing to the Agent on or prior to the Agreement Date (or if such Lender is an Assignee, on the applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the Agent. Concurrently with each such payment, the Agent shall identify whether such payment (or any portion thereof) represents principal, interest or fees on the Loans or otherwise. Unless the Agent receives notice from the applicable Borrowers prior to the date on which any payment is due to the Lenders that such Borrowers will not make such payment in full as and when required, the Agent may assume that such Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Agent, each applicable Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

          13.15 Settlement.

                    (a) Each Lender’s funded portion of the applicable Loans is intended by the applicable Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding applicable Loans. Notwithstanding such agreement, the Agent, the Bank, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the applicable Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the applicable Loans (including the applicable Swingline Loans and the applicable Agent Advances) shall take place on a periodic basis in accordance with the following provisions:

          (i) The Agent shall request settlement (“Settlement”) with the applicable Lenders at least once every two weeks, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each applicable outstanding Swingline Loan, (B) for itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy or other electronic transmission, no later than 12:00 noon (New York City time, as applicable) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of applicable Swingline Loans and the Agent in the case of applicable Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement to the Agent, to the Agent’s account, not later than 2:00 p.m. (New York City time), on the Settlement Date applicable thereto. Settlements shall occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article IX have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swingline Loan or Agent Advance and, together with the portion of such Swingline Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans (A) on behalf of the Bank, with respect to each outstanding Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance.

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          (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to an applicable Swingline Loan or applicable Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swingline Loans or Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Loans.

          (iii) Notwithstanding any provisions of Section 2.5(g) or Section 2.6(h), as applicable, to the contrary, from and after the date, if any, on which any Lender purchases an undivided interest and participation in any applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swingline Loan or Agent Advance.

          (iv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the applicable Loans, for application to the Bank’s Loans including applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Loans (other than to applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (ii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the applicable outstanding Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the applicable Loans. During the period between Settlement Dates, the Bank with respect to applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the applicable Loans other than applicable Swingline Loans and applicable Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders.

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          (v) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article IX have been satisfied.

                    (b) Lenders’ Failure to Perform. All Loans (other than Swingline Loans and Agent Advances) shall be made by the Lenders simultaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any applicable Loans hereunder, nor shall any applicable Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligation to make any Loans hereunder, (ii) no failure by any Lender to perform its obligation to make any Loans hereunder shall excuse any other Lender from its obligation to make any Loans hereunder, and (iii) the obligations of each Lender hereunder shall be several, not joint and several.

                    (c) Defaulting Lenders.

                    (i) Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the applicable Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the applicable Borrowers, on the Business Day following such Funding Date that such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Revolving Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

                    (ii) The failure of any Participating Lender to make any payment required under Section 13.17(b) (any such Participating Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Participating Lender”) shall not relieve any other Participating Lender of its obligation hereunder to make any payment required under Section 13.17(b).

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                    (d) Retention of Defaulting Lender’s Payments. The Agent shall not be obligated to transfer to a Defaulting Lender any payments made by the Borrowers or any other Obligor to the Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Agent. In its discretion, the Agent may loan the Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to the Borrowers shall bear interest at the rate applicable to Base Rate Loans and for all other purposes of this Agreement shall be treated as if they were applicable Loans, provided, however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender”. Until a Defaulting Revolving Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Revolving Lender shall not be entitled to any portion of the Unused Line Fee and (B) the Unused Line Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Borrowing and shall be allocated among such performing Lenders ratably based upon their relative Commitments. Until a Defaulting Participating Lender cures its failure to make payments required under Section 13.17(b) (A) such Defaulting Participating Lender shall not be entitled to any portion of the Canadian Revolving Loan Commitment Fee and (B) the Canadian Revolving Loan Commitment Fee shall accrue in favor of the Participating Lenders which have made payments required under Section 13.17(b) and shall be allocated among such performing Participating Lenders ratably based upon their respective related Lenders’ U.S. Revolving Credit Commitments. This Section shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect any Commitment of any Lender, or relieve or excuse the performance by the applicable Borrowers of their duties and obligations hereunder.

                    (e) Removal of Defaulting Lender. At the applicable Borrowers’ request, the Agent or an Eligible Assignee reasonably acceptable to the Agent and the applicable Borrowers shall have the right (but not the obligation) to purchase from any Defaulting Lender, and each Defaulting Lender shall, upon such request, sell and assign to the Agent or such Eligible Assignee, all of the Defaulting Lender’s interests, rights and obligations under this Agreement and the Loan Documents. Such sale shall be consummated promptly after the Agent has arranged for a purchase by the Agent or an Eligible Assignee pursuant to an Assignment and Acceptance, and at a price equal to the outstanding principal balance of the Defaulting Lender’s Loans, plus accrued interest and fees, and, if applicable, any Funded Canadian Loan Participation of such Defaulting Lender, without premium or discount.

          13.16 Letters of Credit; Intra-Lender Issues.

                    (a) Notice of Letter of Credit Balance. On each Settlement Date the Agent shall notify each U.S. Lender of the issuance of all Letters of Credit since the prior Settlement Date.

                    (b) Participations in Letters of Credit.

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                    (i) Purchase of Participations. Immediately upon issuance of any Letter of Credit in accordance with Section 2.4(d), each U.S. Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such U.S. Lender’s Pro Rata Share of the face amount of such Letter of Credit in connection with the issuance of such Letter of Credit (including all obligations of the applicable Borrowers with respect thereto, and any security therefor or guaranty pertaining thereto).

                    (ii) Sharing of Reimbursement Obligation Payments. Whenever the Agent receives a payment from the Borrowers on account of reimbursement obligations in respect of a Letter of Credit as to which the Agent has previously received for the account of the applicable Letter of Credit Issuer thereof payment from a U.S. Lender, the Agent shall promptly pay to such U.S. Lender such U.S. Lender’s Pro Rata Share of such payment from the applicable Borrowers. Each such payment shall be made by the Agent on the next Settlement Date.

                    (iii) Documentation. Upon the request of any U.S. Lender, the Agent shall furnish to such U.S. Lender copies of any Letter of Credit, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation relating to such Letter of Credit as may reasonably be requested by such U.S. Lender.

                    (iv) Obligations Irrevocable. The obligations of each U.S. Lender to make payments to the Agent with respect to any Letter of Credit or with respect to their participation therein or with respect to the U.S. Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the applicable Borrowers for whose account the Letter of Credit was issued to make payments to the Agent, for the account of the U.S. Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances:

          (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

          (B) the existence of any claim, setoff, defense or other right which the applicable Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any U.S. Lender, the Agent, the applicable Letter of Credit Issuer, or any other Person, whether in connection with this Agreement, any applicable Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the applicable Borrowers or any other Person and the beneficiary named in any Letter of Credit);

          (C) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

          (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;

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          (E) the occurrence of any Default or Event of Default; or

          (F) the failure of the Borrowers to satisfy the applicable conditions precedent set forth in Article IX.

                    (c) Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of the applicable Borrowers received by the Agent with respect to any Letter of Credit provided for any Letter of Credit and distributed by the Agent to the U.S. Lenders on account of their respective participations therein is thereafter set aside, avoided or recovered from the Agent or the applicable Letter of Credit Issuer in connection with any receivership, liquidation or bankruptcy proceeding, the U.S. Lenders shall, upon demand by the Agent, pay to the Agent their respective Pro Rata Shares of such amount set aside, avoided or recovered, together with interest at the rate required to be paid by the Agent or the applicable Letter of Credit Issuer upon the amount required to be repaid by it. Unless the Agent receives notice from the applicable Borrowers prior to the date on which any payment is due to the U.S. Lenders that the applicable Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each U.S. Lender on such due date an amount equal to the amount then due such U.S. Lender. If and to the extent the Borrowers have not made such payment in full to the Agent, each U.S. Lender shall repay to the Agent on demand such amount distributed to such U.S. Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such U.S. Lender until the date repaid.

                    (d) Indemnification by U.S. Lenders. To the extent not reimbursed by the applicable Borrowers and without limiting the obligations of the applicable Borrowers hereunder, the U.S. Lenders agree to indemnify the applicable Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each U.S. Lender agrees to reimburse the applicable Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the applicable Borrowers to such Letter of Credit Issuer, to the extent that such Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the applicable Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

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          13.17 Canadian Revolving Loans; Intra-Lender Issues.

                    (a) Canadian Loan Participations. Notwithstanding anything to the contrary contained herein, all Canadian Revolving Loans shall be made solely by the Canadian Lenders. However, each Lender that does not have a Canadian Revolving Credit Commitment or an Affiliate with a Canadian Revolving Credit Commitment (a “Participating Lender”) shall irrevocably and unconditionally purchase and acquire and shall be deemed to irrevocably and unconditionally purchase and acquire from the Canadian Funding Banks, and the Canadian Funding Banks shall sell and be deemed to sell to each such Participating Lender, without recourse or any representation or warranty whatsoever, an undivided interest and participation (a “Canadian Loan Participation”) in each Canadian Revolving Loan funded by the Canadian Funding Banks (other than a Canadian Swingline Loan) in an amount equal to such Participating Lender’s Pro Rata Share of the Borrowing which includes such Canadian Revolving Loan. Such purchase and sale of a Canadian Loan Participation shall be deemed to occur automatically upon the making of a Canadian Revolving Loan by the Canadian Funding Banks (other than a Canadian Swingline Loan), without any further notice to any Participating Lender. The purchase price payable by each Participating Lender to the Canadian Funding Banks for each Canadian Loan Participation purchased by it from the Canadian Funding Banks shall be equal to 100% of the principal amount of such Canadian Loan Participation (i.e., the product of (i) the amount of the Borrowing which includes the relevant Canadian Revolving Loan and (ii) such Participating Lender’s Pro Rata Share), and such purchase price shall be payable by each Participating Lender to the Canadian Funding Banks in accordance with the settlement procedure set forth in Section 13.17(b) below. All rights and obligations of the Canadian Funding Banks hereunder shall be allocated among the Canadian Funding Banks based on their respective Canadian Funding Percentages. The Canadian Funding Banks and the Agent shall record on their books the amount of the Canadian Revolving Loans made by the Canadian Funding Banks and each Participating Lender’s Canadian Loan Participation and Funded Canadian Loan Participation therein, all payments in respect thereof and interest accrued thereon and all payments made by and to each Participating Lender pursuant to this ­Section 13.17. Notwithstanding anything to the contrary contained in any Loan Document, the Agent is hereby authorized to designate any Canadian Lender to be a Canadian Funding Bank if such Canadian Lender shall have so agreed, and if any time a Participating Lender shall acquire or have an Eligible Canadian Affiliate, at the request of the Agent, if such Participating Lender and Eligible Canadian Affiliate shall so agree, the applicable Canadian Funding Banks shall assign to such Eligible Canadian Affiliate, and such Eligible Canadian Affiliate shall assume and purchase from the applicable Canadian Funding Banks, (x) Canadian Revolving Loans in an aggregate principal amount equal to such Participating Lender’s Canadian Loan Participations and (y) a Canadian Revolving Credit Commitment in an amount equal to such Participating Lender’s ratable share (based on the respective U.S. Revolving Credit Commitments of such Participating Lender and each other U.S. Lender that has a related Canadian Lender) of the aggregate Canadian Revolving Credit Commitments.

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                    (b) Settlement Procedures for Canadian Loan Participations. Each Participating Lender’s Canadian Loan Participation in the Canadian Revolving Loans (other than Canadian Swingline Loans and Canadian Agent Advances) shall be in an amount equal to its Pro Rata Share of all such Canadian Revolving Loans. However, in order to facilitate the administration of the Canadian Revolving Loans made by the Canadian Funding Banks and the Canadian Loan Participations, settlement among the Canadian Funding Banks and the Participating Lenders with regard to the Participating Lenders’ Canadian Loan Participations shall take place in accordance with the following provisions:

          (i) The Canadian Funding Banks and the Participating Lenders shall settle (a “Canadian Participation Settlement”) by payments in respect of the Canadian Loan Participations as follows: So long as any Canadian Revolving Loans are outstanding, Canadian Participation Settlements shall be effected through the Agent acting through its Canada branch on such Business Days as the Agent (or the Canadian Bank on its behalf) shall specify by a notice by telecopy, telephone or similar form of notice to each Participating Lender requesting such Canadian Participation Settlement (each such date on which a Canadian Participation Settlement occurs herein called a “Canadian Participation Settlement Date”), such notice to be delivered no later than 12:00 noon (New York time) on the requested Canadian Participation Settlement Date; provided, that neither the Canadian Funding Banks nor the Agent shall specify a Canadian Participation Settlement Date prior to the occurrence of a Default under Section 10.1(e), 10.1(f), 10.1(g) or 10.1(h) or an Event of Default; provided, further, that if (x) such Default or Event of Default is cured or waived in writing in accordance with the terms hereof, (y) no Obligations have yet been declared due and payable under Section 10.2 and (z) the Agent and the Canadian Funding Banks have actual knowledge of such cure or waiver, all prior to the Canadian Funding Banks or the Agent giving notice to the Participating Lenders of the first Canadian Participation Settlement Date under this Agreement, then neither the Canadian Funding Banks nor the Agent shall give notice to the Participating Lenders of a Canadian Participation Settlement Date based upon such cured or waived Default or Event of Default; and provided, further, that the Canadian Funding Banks or the Agent, as the case may be, shall give the Canadian Borrowers not less than one (1) Business Days’ prior notice of the first Canadian Participation Settlement Date under this Agreement. If on any Canadian Participation Settlement Date the total principal amount of the Canadian Revolving Loans (other than Canadian Swingline Loans) made or deemed made by the Canadian Funding Banks during the period ending on (but excluding) such Canadian Participation Settlement Date and commencing on (and including) the immediately preceding Canadian Participation Settlement Date (or the Closing Date in the case of the period ending on the first Canadian Participation Settlement Date) (each such period herein called a “Canadian Participation Settlement Period”) is greater than the principal amount of Canadian Revolving Loans (other than Canadian Swingline Loans) repaid during such Canadian Participation Settlement Period to the Canadian Funding Banks, each Participating Lender shall pay to the Canadian Funding Banks (through the Agent acting through its Canada branch), no later than 2:00 p.m. (New York time) on such Canadian Participation Settlement Date, an amount equal to such Participating Lender’s ratable share of the amount of such excess. If in any Canadian Participation Settlement Period the outstanding principal amount of the Canadian Revolving Loans (other than Canadian Swingline Loans) repaid to the Canadian Funding Banks in such period exceeds the total principal amount of the Canadian Revolving Loans (other than Canadian Swingline Loans) made or deemed made by the Canadian Funding Banks during such period, the Canadian Funding Banks shall pay to each Participating Lender (through the Agent acting through its Canada branch (or the Canadian Bank on its behalf)) on such Canadian Participation Settlement Date an amount equal to such Participating Lender’s ratable share of such excess. In addition, on each Canadian Participation Settlement Date the Canadian Funding Banks (through the Agent acting through its Canada branch) shall pay to each Participating Lender, to the extent received from the Canadian Obligors, such Participating Lender’s ratable share of the interest paid on the Canadian Revolving Loans (other than Canadian Swingline Loans) made by the Canadian Funding Banks during the Canadian Participation Settlement Period ending on such Canadian Participation Settlement Date, such ratable share to be equal to the percentage which the average daily outstanding amount of such Participating Lender’s Funded Canadian Loan Participation with the Canadian Funding Banks for the period for which such interest is paid bears to the average daily amount of the total outstanding principal amount of the Canadian Revolving Loans (other than Canadian Swingline Loans) made by the Canadian Funding Banks during such period. Canadian Participation Settlements in respect of Canadian Revolving Loans shall be made in Cdn. Dollars (or, at the request of any Participating Lender, the Equivalent Amount in Dollars of any applicable amount on the day such amount is paid) on the Canadian Participation Settlement Date for such Canadian Revolving Loans.

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          (ii) If any Participating Lender fails to pay to the Canadian Funding Banks on any Canadian Participation Settlement Date the full amount required to be paid by such Participating Lender to the Canadian Funding Banks on such Canadian Participation Settlement Date in respect of such Participating Lender’s Canadian Loan Participation (such Participating Lender’s “Canadian Participation Settlement Amount”) with the Canadian Funding Banks, the Canadian Funding Banks shall be entitled to recover such unpaid amount from such Participating Lender, together with interest thereon (in the same respective currency or currencies as the relevant Canadian Revolving Loans) at the Canadian Prime Rate for the first three (3) days from and after the Canadian Participation Settlement Date and thereafter at the interest rate then applicable to the relevant Canadian Revolving Loans. Without limiting the Canadian Funding Banks’ rights to recover from any Participating Lender any unpaid Canadian Participation Settlement Amount payable by such Participating Lender to the Canadian Funding Banks, the Canadian Funding Banks and the Agent acting through its Canada branch or otherwise shall also be entitled to withhold from amounts otherwise payable to such Participating Lender, and the Agent shall also be entitled to withhold from amounts otherwise payable to the Lender related to such Participating Lender, an amount equal to such Participating Lender’s unpaid Canadian Participation Settlement Amount owing to the Canadian Funding Banks and apply such withheld amount to the payment of any unpaid Canadian Participation Settlement Amount owing by such Participating Lender to the Canadian Funding Banks.

          (iii) If there occurs any Default under Section 10.1(e), 10.1(f), 10.1(g) or 10.1(h) or any Event of Default, and so long as such Default or Event of Default continues, each Participating Lender shall also pay to the Canadian Funding Banks upon demand by the Canadian Funding Banks an amount equal to the difference between (A) such Participating Lender’s ratable share of interest accrued and unpaid on the Canadian Revolving Loans (other than Canadian Swingline Loans) made by the Canadian Funding Banks and (B) interest accrued and unpaid on such Participating Lender’s Funded Canadian Loan Participation with the Canadian Funding Banks. Upon such payment, such Participating Lender shall be entitled to receive from the Canadian Funding Banks, as and when paid by the Canadian Obligors or recovered from their assets, such Participating Lender’s ratable share of all payments of interest accrued on the Canadian Revolving Loans (other than Canadian Swingline Loans) made by the Canadian Funding Banks. Amounts payable under this paragraph (iii) shall be paid in Cdn. Dollars (or, at the request of any Participating Lender, the Equivalent Amount in Dollars of such amounts on the day such amounts are paid hereunder) on the date payment is required to be made hereunder.

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          (iv) If the Canadian Funding Banks are required to make any payment to the Agent (or the Canadian Bank, in the case of Canadian Swingline Loans) with respect to any Canadian Swingline Loan (or its participation therein) or any Canadian Agent Advance (or its participation therein), in each case other than as a Canadian Revolving Loan being made to any Canadian Borrower, each Participating Lender shall, upon request of the Canadian Funding Banks, pay to the Canadian Funding Banks an amount equal to such Participating Lender’s ratable share of such payment.

          (v) Following the first Canadian Participation Settlement Date, the Agent acting through its Canada branch shall effect a Canadian Participation Settlement on each subsequent Settlement Date or within one (1) Business Day thereafter.

                    (c) Obligations Irrevocable. The obligations of each Participating Lender to purchase from the Canadian Funding Banks a participation in each Canadian Revolving Loan (other than Canadian Swingline Loans) made by the Canadian Funding Banks and to make payments to the Canadian Funding Banks with respect to such participation and to make payments to the Canadian Funding Banks with respect to Canadian Swingline Loans and Canadian Agent Advances participated in by the Canadian Funding Banks, in each case as provided herein, shall be irrevocable and not subject to any qualification or exception whatsoever, including any of the following circumstances:

          (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents or of any Canadian Revolving Loans, against any Borrower or any Canadian Guarantor;

          (ii) the existence of any claim, setoff, defense or other right which any Canadian Borrower or any other Borrower or any Guarantor may have at any time in respect of any Canadian Revolving Loans;

          (iii) any application or misapplication of any proceeds of any Canadian Revolving Loans;

          (iv) the surrender or impairment of any security for any Canadian Revolving Loans;

          (v) the occurrence of any Default or Event of Default;

          (vi) the commencement or pendency of any events specified Section 10.1(e), 10.1(f), 10.1(g) or 10.1(h) in respect of any Obligor or any other Person; or

          (vii) the failure to satisfy the applicable conditions precedent set forth in Section 9 or the occurrence of any of the circumstances set forth in Section 13.16(b)(iv).

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                    (d) Recovery or Avoidance of Payments. In the event any payment by or on behalf of any Canadian Borrower or any other Obligor received by the Canadian Funding Banks or the Agent acting through its Canada branch with respect to any Canadian Revolving Loan made by the Canadian Funding Banks is thereafter set aside, avoided or recovered from the Canadian Funding Banks or the Agent in connection with any receivership, liquidation or bankruptcy proceeding, each Participating Lender shall, upon demand by the Canadian Funding Banks or the Agent, pay to the Canadian Funding Banks (through the Agent acting through its Canada branch) such Participating Lender’s ratable share of such amount set aside, avoided or recovered, together with interest at the rate and in the currency required to be paid by the Canadian Funding Banks or the Agent upon the amount required to be repaid by it.

                    (e) Indemnification by Lenders. Each Participating Lender agrees to indemnify the Canadian Funding Banks (to the extent not reimbursed by the Canadian Borrowers and without limiting the obligations of the Canadian Borrowers hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including Attorney Costs) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Canadian Funding Banks in any way relating to or arising out of any Canadian Revolving Loans or any participations by the Canadian Funding Banks in any Canadian Swingline Loans or Canadian Agent Advances or any action taken or omitted by the Canadian Funding Banks in connection therewith. Without limiting the foregoing, each Participating Lender agrees to reimburse the Canadian Funding Banks promptly upon demand for such Participating Lender’s ratable share of any costs or expenses payable by the Canadian Borrowers to the Canadian Funding Banks in respect of the Canadian Revolving Loans to the extent that the Canadian Funding Banks is not promptly reimbursed for such costs and expenses by the Canadian Borrowers. The agreement contained in this Section 13.17(e) shall survive payment in full of all Canadian Revolving Loans.

                    (f) Canadian Loan Participation Fee. In consideration for each Participating Lender’s participation in the Canadian Revolving Loans (other than Canadian Swingline Loans) made by the Canadian Funding Banks, the Canadian Funding Banks agree to pay to the Agent acting through its Canada branch, ratably in accordance with their respective Canadian Funding Percentages, for the account of each Participating Lender, as and when the Canadian Funding Banks receive payment of interest on their Canadian Revolving Loans (other than Canadian Swingline Loans), a fee (the “Canadian Loan Participation Fee”) at a rate per annum equal to the Applicable Margin on such Canadian Revolving Loans minus 0.25%, ratably in accordance with the Unfunded Canadian Loan Participation of such Participating Lender in such Canadian Revolving Loans of the Canadian Funding Banks. The Canadian Loan Participation Fee in respect of any Unfunded Canadian Loan Participation in a Canadian Revolving Loan shall be payable to the Agent acting through its Canada branch in Cdn. Dollars when interest on such Canadian Revolving Loan is received by the Canadian Funding Banks. If the Canadian Funding Banks do not receive payment in full of such interest, the Canadian Loan Participation Fee in respect of the Unfunded Canadian Loan Participation in such Canadian Revolving Loan shall be reduced proportionately. Any amounts payable under this Section 13.17(f) by the Agent acting through its Canada branch to the Participating Lenders shall be paid in Cdn. Dollars or, at the request of any Participating Lender, the Equivalent Amount in Dollars of such amounts on the day of payment to such Participating Lender.

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                    (g) Canadian Revolving Loan Commitment Fees. In consideration for each Participating Lender’s participation in the Canadian Revolving Loans (other than Canadian Swingline Loans) made by the Canadian Funding Banks, each Canadian Funding Bank agrees to pay to the Agent acting through its Canada branch for the account of each Participating Lender, as and when the Canadian Funding Banks receive payment of their Pro Rata Share of the Unused Line Fee in respect of their Canadian Revolving Credit Commitments pursuant to Section 3.5(c) (each, a “Canadian Revolving Loan Commitment Fee”), a portion of each such Canadian Revolving Loan Commitment Fee equal to such Participating Lender’s Pro Rata Share of the amount of such Canadian Revolving Loan Commitment Fee paid to the Agent for the benefit of the Lenders. Each payment by the Canadian Funding Banks of a Participating Lender’s share of a Canadian Revolving Loan Commitment Fee shall be payable to the Agent acting through its Canada branch (in Dollars) when such Canadian Revolving Loan Commitment Fee is received by the Canadian Funding Banks. If the Canadian Funding Banks do not receive payment in full of a Canadian Revolving Loan Commitment Fee due and owing to the Canadian Funding Banks, the portion of such Canadian Revolving Loan Commitment Fee payable to such Participating Lender shall be reduced proportionately. Any amounts payable under this Section 13.17(g) by the Agent acting through its Canada branch to the Participating Lenders shall be paid in Dollars.

                    (h) Canadian Affiliates. Anything contained herein to the contrary notwithstanding, any Lender may assign to any of its Eligible Canadian Affiliates that would otherwise qualify as an Eligible Assignee the rights and obligations of such Lender in respect of Canadian Revolving Loans, and such Affiliate shall thereupon be deemed to be the “Lender” hereunder in respect of such Loans, provided that (i) such Lender shall have given notice of such assignment to the Agent and the Borrowers, and (ii) for purposes of any consents or other voting rights hereunder, the assignor Lender shall continue to be the “Lender” with respect thereto.

                    (i) No Liability of the Obligors. Anything contained herein to the contrary notwithstanding, in the event a breach by any Lender (including any Canadian Funding Bank) of its obligations owing to another Lender (including any Canadian Funding Bank) under this Section 13.17 shall cause any losses of such other Lender, the Obligors shall not be liable for any of such losses and shall not be obligated to indemnify such other Lender for any of such losses. This clause (i) shall not affect any Borrower’s obligations to repay any Loans, any interest thereon or any other fees under this Agreement, or any other Obligations of any Obligor not affected by any such breach.

          13.18 Concerning the Collateral and the Related Loan Documents. Each Lender authorizes and directs the Agent to enter into the other Loan Documents, for the ratable benefit and obligation of the Agent and the Lenders. Each Lender agrees that any action taken by the Agent or the Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that the Loans, applicable Agent Advances, applicable Swingline Loans, Bank Products (including all Hedge Agreements) and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the applicable Collateral, subject to the order of distribution set forth in Section 4.7.

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          13.19 Field Audit and Examination Reports; Disclaimer by Lenders. By signing this Agreement, each Lender:

          (a) is deemed to have requested that the Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report (each a “Report” and collectively, “Reports”) prepared by or on behalf of the Agent;

          (b) expressly agrees and acknowledges that neither the Bank nor the Agent (i) makes any representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any information contained in any Report;

          (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent or the Bank or other party performing any audit or examination will inspect only specific information regarding the Obligors and will rely significantly upon the Obligors’ books and records, as well as on representations of Obligors’ personnel;

          (d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and

          (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend and hold the Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including Attorney Costs) incurred by the Agent and any such other Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

          13.20 Relation Among Lenders. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender.

          13.21 Arrangers; Agent.

                    (a) Each of the parties to this Agreement acknowledges that, other than any rights and duties explicitly assigned to the Arrangers under this Agreement, the Arrangers do not have any obligations hereunder and shall not be responsible or accountable to any other party hereto for any action or failure to act hereunder. Without limiting the foregoing, no Arranger shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on the Arrangers in deciding to enter into this Agreement or in taking or not taking action hereunder.

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                    (b) No Lender identified on the facing page of this Agreement as a “Syndication Agent” or a “Co-Documentation Agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, no Lender identified as a “Syndication Agent” or a “Co-Documentation Agent” shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

          13.22 The Register.

                    (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrowers to each Lender hereunder or under the notes payable by the applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the applicable Borrowers or any applicable Lender at the respective offices of the Agent at any reasonable time and from time to time upon reasonable prior notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Solely for purposes of this Section 13.22 and for Tax purposes only, the Agent shall be the applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). This Section 13.22 shall be construed so that the Obligations and Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

                    (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain a register on which it enters the name of all participants in the Obligations held by it and the principal amount (and stated interest thereon) of the portion of the Obligations which is the subject of the participation (the “Participant Register”). An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Obligations may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice.

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ARTICLE XIV

MISCELLANEOUS

          14.1 No Waivers; Cumulative Remedies. No failure by the Agent or any Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement hereto, or in any other agreement between or among the Obligors and the Agent and/or any Lender, or delay by the Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by the Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by the Agent or the Lenders on any occasion shall affect or diminish the Agent’s and each Lender’s rights thereafter to require strict performance by the Obligors of any provision of this Agreement. The Agent and the Lenders may proceed directly to collect the Obligations without any prior recourse to the Collateral. The Agent’s and each Lender’s rights under this Agreement will be cumulative and not exclusive of any other right or remedy which the Agent or any Lender may have.

          14.2 Severability. The illegality or unenforceability of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

          14.3 Governing Law; Choice of Forum; Service of Process.

                    (a) THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW; PROVIDED, FURTHER, THAT IF THE LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT.

                    (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA LOCATED IN NEW YORK COUNTY, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE OBLIGORS, THE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE OBLIGORS, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENCE, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING: (i) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY BORROWER, ANY GUARANTOR OR ANY PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (ii) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

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                    (c) SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

                    (d) EACH BORROWER AND EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWERS’ AGENT AT ITS ADDRESS SET FORTH IN SECTION 14.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

          14.4 WAIVER OF JURY TRIAL. THE OBLIGORS, THE LENDERS AND THE AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE OBLIGORS, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

          14.5 Survival of Representations and Warranties. All of the Borrowers’ and other Obligors’ representations and warranties contained in this Agreement and the other Loan Documents shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the Agent or the Lenders or their respective agents.

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          14.6 Other Security and Guarantees. The Agent may, without notice or demand and without affecting the Borrowers’ or any Obligor’s obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the Collateral) for the payment of all or any part of the Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the Obligations and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the Obligations, or any other Person in any way obligated to pay all or any part of the Obligations.

          14.7 Fees and Expenses. Except for Taxes which shall be solely covered by Section 5.1 hereunder, the applicable Borrowers agree to pay to the Agent, for its benefit, on demand, all reasonable and documented, out-of-pocket costs and expenses that the Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents, including: (a) Attorney Costs; (b) reasonable and documented, out-of-pocket costs and expenses (including reasonable attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) documented, out-of-pocket costs and expenses of lien and title searches and title insurance; (d) documented, out-of-pocket Taxes, fees and other charges for filing financing statements and continuations and other actions to perfect, protect, and continue the Agent’s Liens (including reasonable costs and expenses paid or incurred by the Agent in connection with the consummation of this Agreement); (e) reasonable sums paid or incurred to pay any amount or take any action required of the Obligors under the Loan Documents that the Obligors fail to pay or take; (f) reasonable and documented, out-of-pocket costs of appraisals (including all Appraisals), inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and the Obligors’ operations by the Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $850 per day (or portion thereof) for each Person employed by the Agent with respect to each field examination or audit); and (g) reasonable and documented, out-of-pocket costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the applicable Collateral. In addition, the Borrowers agree to pay, during or after the existence of an Event of Default, (i) on demand to the Agent, for its benefit, all costs and expenses incurred by the Agent (including Attorney Costs), and (ii) to the Lenders (other than the applicable Bank), on demand, all reasonable and actual fees, expenses and disbursements incurred by the applicable Lenders for one law firm retained by such Lenders (and, in the event of any conflict of interest among Lenders, one additional law firm for Lenders subject to such conflict), in each case, paid or incurred to obtain payment of the Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the applicable Collateral, and otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened against the Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Borrowers and other Obligors.

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          14.8 Notices. Except as otherwise provided herein, all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) days after it shall have been mailed by United States and/or Canada Post mail, first class, certified or registered, with postage prepaid, or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

If to the Agent or the U.S. Bank:	Bank of America, N.A.
	200 Glastonbury Boulevard Glastonbury, CT 06033 MAIL CODE: CT2-545-01-05 Attention: Cynthia Stannard Telecopy No.: (860)657-7759
If to the Canadian Bank:	Bank of America N.A. (acting through its Canada branch) 200 Front Street West Toronto, Ontario M5V 3L2 Attention: Teresa Tsui Telecopy No.: (416) 349-4282
If to the Borrowers:	United Rentals, Inc. Five Greenwich Office Park Greenwich, Connecticut 06831 Attention: Chief Financial Officer Telecopy No.: 203-622-6080
	With a copy to
	United Rentals, Inc. Five Greenwich Office Park Greenwich, Connecticut 06831 Attention: General Counsel Telecopy No.: 203-622-6080
	with a copy to
	Weil, Gotshal & Manges LLP767 5th Avenue New York City, NY 10153 Weil, Gotshal & Manges LLP Fax +1 (212) 310 8007
	Attention: Warren Buhle
If to a Lender:	To the address of such Lender set forth on the signature page hereto or on the Assignment and Acceptance for such Lender, as applicable

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or to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.

          14.9 Waiver of Notices. Unless otherwise expressly provided herein, each Obligor waives presentment, and notice of demand or dishonor and protest as to any instrument, notice of intent to accelerate the Obligations and notice of acceleration of the Obligations, as well as any and all other notices to which it might otherwise be entitled. No notice to or demand on any Obligor which the Agent or any applicable Lender may elect to give shall entitle any Obligor to any or further notice or demand in the same, similar or other circumstances.

          14.10 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective representatives, successors, and assigns of the parties hereto; provided, however, that no interest herein may be assigned (except pursuant to a transaction expressly permitted hereunder) by any Borrower or any Guarantor without prior written consent of the Agent and each Lender. The rights and benefits of the Agent and the Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the Obligations or any part thereof.

          14.11 Indemnity of the Agent and the Lenders.

                    (a) The Obligors agree to defend, indemnify and hold all Agent-Related Persons, each Arranger and each Lender and each of their respective Affiliates, officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits (whether brought by a Borrower or any other Person), costs, charges, expenses and disbursements (including Attorney Costs and reasonable legal costs and expenses of the Lenders) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any bankruptcy, insolvency or similar proceedings, and any appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the Obligors shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence, bad faith or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

                    (b) The Obligors agree to indemnify, defend and hold harmless the Agent and the Lenders from any loss or liability directly or indirectly arising out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a Contaminant relating to any Borrower’s, any Guarantor’s or any of their Subsidiaries’ operations, business or property. This indemnity will apply whether the Contaminant is on, under or, if attributable to any Borrower, Guarantor or their Subsidiaries, about a Borrower’s or a Guarantor’s or their Subsidiary’s property or operations or property leased to a Borrower or Subsidiary. The indemnity includes but is not limited to Attorneys Costs and reasonable legal costs and expenses of the Lenders. The indemnity extends to the Agent and the Lenders, their parents, Affiliates, Subsidiaries and all of their directors, officers, employees, agents, successors, attorneys and assigns. This indemnity will survive repayment of all other Obligations.

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          14.12 Limitation of Liability. NO CLAIM MAY BE MADE BY ANY BORROWER, ANY GUARANTOR, ANY LENDER OR OTHER PERSON AGAINST THE AGENT, ANY LENDER, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENT OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH BORROWER, EACH GUARANTOR AND EACH LENDER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

          14.13 Final Agreement. This Agreement and the other Loan Documents are intended by the Obligors, the Agent and the Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement supersedes any and all prior oral or written agreements relating to the subject matter hereof except for the Fee Letter.

          14.14 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, and by the Agent, each Lender and the Obligors in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement and the other Loan Documents may be executed by facsimile or other electronic communication and the effectiveness of this Agreement and the other Loan Documents and signatures thereon shall have the same force and effect as manually signed originals and shall be binding on all parties thereto. The Agent may require that any such documents and signatures be confirmed by a manually-signed original thereof, provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile signature.

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          14.15 Captions. The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

          14.16 Right of Setoff. In addition to any rights and remedies of the Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each Lender is authorized at any time and from time to time, without prior notice to any Borrower or any Guarantor, any such notice being waived by each Obligor to the fullest extent permitted by law, to set -off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender or any Affiliate of such Lender to or for the credit or the account of any Borrower or any Guarantor against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrowers’ Agent and the Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER OR ANY GUARANTOR HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.

          14.17 Confidentiality.

                    (a) The Borrowers hereby acknowledge that the Agent and each Lender may, in each case with the prior written consent of the Borrowers’ Agent (such consent not to be unreasonably withheld), issue and disseminate to the public general information describing the credit accommodation entered into pursuant to this Agreement, including the name and address of the Borrowers and a general description of the Borrowers’ and the Guarantors’ business and may use the Borrowers’ and the Guarantors’ name in advertising and other promotional material.

                    (b) Each Lender and the Agent severally agrees to keep confidential all information relating to any Borrower or any of their Subsidiaries and provided to the Agent or such Lender by or on behalf of the Borrowers or the Guarantors, under this Agreement or any other Loan Document, except to the extent that such information (i) was or becomes generally available to the public other than as a result of disclosure by the Agent or such Lender or any Affiliates thereof, or (ii) was or becomes available on a nonconfidential basis from a source other than the Borrowers or the Guarantors other than by breach of this Section 14.17, provided that such source is not bound by a confidentiality agreement with the Borrowers or the Guarantors known to the Agent or such Lender; provided, however, that the Agent and any Lender may disclose such information (in the case of items (A) through (B) below, except for any routine examination by any Governmental Authority or regulatory authority, after notice to the Borrowers’ Agent, unless such notice is prohibited by applicable law) (A) at the request or pursuant to any requirement of any Governmental Authority or regulatory authority (including any self-regulatory authority) to which the Agent or such Lender is subject or in connection with an examination of the Agent or such Lender by any such Governmental Authority or regulatory authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to, any bankruptcy proceeding) to which the Agent, any Lender or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (F) to the Agent’s or such Lender’s independent auditors, accountants, attorneys and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall agree to keep such information confidential to the same extent required of the Agent and the Lenders hereunder); (G) to any prospective Participant or Assignee under any Assignment and Acceptance, actual or potential, provided that such prospective Participant or Assignee agrees to keep such information confidential to the same extent required of the Agent and the Lenders hereunder; (H) as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Borrower or a Guarantor is party or is deemed party with the Agent or such Lender; and (I) to its Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall agree to keep such information confidential).

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          14.18 Conflicts with Other Loan Documents. Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained in this Agreement shall govern and control.

          14.19 Collateral Matters. Each of the Agent and the Lenders acknowledges and agrees that, fixture filings have not and will not be made under the provisions of the UCC, the PPSA or other applicable Requirements of Law in any jurisdiction both because of the administrative difficulty of determining whether any item of Rental Equipment is or becomes a fixture and the inability of the Obligors to provide the relevant information that would be required in order to make such filings.

          14.20 No Fiduciary Relationship. Each Obligor acknowledges and agrees that, in connection with all aspects of each transaction contemplated by this Agreement, the Obligors, on the one hand, and Bank, UBS Securities LLC, Wachovia Bank, National Association, the Arrangers and each of their Affiliates through which they may be acting (collectively, the “Applicable Entities”), on the other hand, have an arms-length business relationship that creates no fiduciary duty on the part of any Applicable Entity, and each Obligor expressly disclaims any fiduciary relationship.

          14.21 Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into another currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Agent could purchase in the New York foreign exchange market, the Original Currency with the Second Currency on the date two (2) Business Days preceding that on which judgment is given. Each Obligor agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, each Obligor agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Agent against such loss. The term “rate of exchange” in this Section 14.21 means the spot rate at which the Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

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          14.22 Canadian Lenders. Each Canadian Lender (a) severally represents and warrants that, as of the date such Lender becomes a party to this Agreement, unless the Agent shall have otherwise approved, such Lender is (i) a Canadian Resident or (ii) if it is not a Canadian Resident, it is also not a foreign bank for purposes of the Bank Act (Canada), and (b) covenants and agrees that at all material times, unless the Agent shall have otherwise approved, such Lender will (i) continue to be a Canadian Resident or (ii) if it is not a Canadian Resident, not be a foreign bank for purposes of the Bank Act (Canada). Each Canadian Lender shall promptly notify the Borrowers’ Agent in writing upon becoming aware that it is not in compliance with this Section 14.22.

          14.23 U.S. Lenders. Each U.S. Lender (a) severally represents and warrants that, as of the date such U.S. Lender becomes a party to this Agreement, such Lender (i) is a United States person for purposes of the Code or (ii) has complied with the provisions of Section 13.10(a), and (b) covenants and agrees that at all material times such Lender will (i) continue to be a United States person for purposes of the Code or (ii) continue to comply will the ongoing requirements of Section 13.10(a). Each U.S. Lender shall promptly notify the Borrowers’ Agent in writing upon becoming aware that it is not in compliance with this Section 14.23.

          14.24 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Obligor, which information includes the name and address of each Obligor and other information that will allow such Lender or the Agent, as applicable, to identify each Obligor in accordance with the Act. The Borrowers shall, promptly following a request by the Agent or any Lender, provide all documentation and other information that the Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the Act.

[Remainder of Page Left Blank]

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          IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.

HOLDINGS
UNITED RENTALS, INC., as a Guarantor
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer

BORROWERS
UNITED RENTALS (NORTH AMERICA), INC., and as a Guarantor
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED RENTALS OF CANADA, INC., and as a Guarantor
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED RENTALS ALBERTA HOLDING, L.P., and as a Guarantor
By its General Partner, UNITED RENTALS (DELAWARE), INC.
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer

UNITED RENTALS FINANCING LIMITED PARTNERSHIP, and as a Guarantor
By its Managing Partner, UNITED RENTALS OF NOVA SCOTIA (No. 1), ULC
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED EQUIPMENT RENTALS GULF, L.P., and as a Guarantor
By its General Partner, UNITED RENTALS (NORTH AMERICA), INC.
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED RENTALS GULF, INC., and as a Guarantor
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer

UNITED RENTALS NORTHWEST, INC., and as a Guarantor
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED RENTALS SOUTHEAST, L.P., and as a Guarantor
By its General Partner, UNITED RENTALS (NORTH AMERICA), INC.
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED RENTALS SOUTHEAST, INC., and as a Guarantor
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer

GUARANTORS
UNITED RENTALS (DELAWARE), INC.
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED RENTALS OF NOVA SCOTIA (NO. 2), ULC
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer

UR CANADIAN FINANCING PARTNERSHIP
By	its Managing Partner, UNITED RENTALS FINANCING LIMITED PARTNERSHIP
By	its Managing Partner, UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
UNITED RENTALS SOUTHEAST HOLDING LLC
By	its Managing Member, UNITED RENTALS (NORTH AMERICA), INC.
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer
WYNNE SYSTEMS, INC.
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer

INFOMANAGER, INC.
By:	/s/ Irene Moshouris
	Name: Irene Moshouris
	Title: Vice President-Treasurer

BANK OF AMERICA, N.A., as the Agent,
U.S. Swingline Lender and Letter of Credit Issuer
By:	/s/ Cynthia G. Stannard
	Name: Cynthia G. Stannard
	Title: Sr. Vice President
Address:
c/o Bank of America Business Capital
200 Glastonbury Boulevard
Glastonbury, CT 06033
Mail Code CT2-545-01-05
Attn: Cynthia Stannard
Telecopy No.: (860) 657-7759
BANK OF AMERICA, N.A. (acting through its Canada branch), as the Canadian Swingline Lender and Canadian Funding Bank
By:	/s/ Medina Sales de Andrade
	Name: Medina Sales de Andrade
	Title: Vice President
Address:
200 Front Street West
Suite 2700
Toronto, ON M5V 3L2
Canada
Attn: Teresa Tsui
Telecopy No.: (416) 349-4282

UBS LOAN FINANCE LLC, as a Lender
By:	/s/ David B. Julie
	Name: David B. Julie
	Title: Associate Director
By:	/s/ Mary E. Evans
	Name: Mary E. Evans
	Title: Associate Director

Address:	677 Washington Boulevard
	Stamford, CT 06901
Attn:	Heidi Benalcazar
Telecopy No.:	(203) 719-3888

UBS AG CANADA BRANCH, as a Lender and Canadian Funding Bank
By:	/s/ Amy Fung
	Name: Amy Fung
	Title: Director
By:	/s/ Stephen Gerry
	Name: Stephen Gerry
	Title: Director

Address:	161 Bay Street, Brookfield Place
	Suite 4100
	Toronto, Ontario M5J 2S1
Attn:	Amy Fung
Telecopy No.:	(416) 350-4860

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Robert H. Milhorat
	Name: Robert H. Milhorat
	Title: Director

Address:	c/o Wachovia Capital Finance
	1133 Avenue of the Americas, 30th
	Floor
	New York, NY 10036
Attn:	Robert H. Milhorat
Telecopy No.:	(212) 545-4555

WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as a Lender and a Canadian Funding Bank
By:	/s/ Raymond Eghobamien
	Name: Raymond Eghobamien
	Title: Vice President,
	Wachovia Finance Corporation (Canada)

Address:	141 Adelaide Street West
	Suite 1500
	Toronto, ON M5H 3L5
Attn:	Niall Hamilton
Telecopy No.:	(416) 364-8165

Wells Fargo Foothill, LLC as Lender
By:	/s/ Dennis King
	Name: Dennis King
	Title: Vice President

Wells Fargo Foothill Canada ULC, as Canadian Leader
By:	/s/ Dennis King
	Name: Dennis King
	Title: Vice President

BARCLAYS BANK PLC, as a Lender
By:	/s/ Ann E. Sutton
	Name: Ann E. Sutton
	Title: Associate Director

Address:	200 Park Avenue
	New York, NY 10166
Attention:	Ann E. Sutton
Telecopy:	(212) 412-7600

The Bank of Nova Scotia, as a Lender
By:	/s/ Brian Allen
	Name: Brian Allen
	Title: Industry Head

Address:	The Bank of Nova Scotia
	One Liberty Plaza
	New York, NY 10006
Attention:	Nironjan Roy
	New York Corporate Loans
Telecopy:	(212) 225-5709

The Bank of Nova Scotia, as a Lender
By:	/s/ Stephen H. Corey
	Name: Stephen H. Corey
	Title: Associate Director

Address:	The Bank of Nova Scotia
	GWS—Loan Operations
	720 King Street West, 2nd Floor
	Toronto, ON M5V 2T3
Attention:	Savina Rampat
	Manager, London and TCL
Telecopy:	(416) 866-5991

Lloyds TSB Commercial Finance Limited as a Lender
By:	/s/ Irene Doran
	Name: Irene Doran
	Title: Associate Director

Address:	Lloyds TSB Commerical Finance LTD
	1251 Avenue of the Americas
	39th Floor
	New York, NY 10020

ING Capital LLC, as a Lender
By:	/s/ William C. Beddingfield
	Name: William C. Beddingfield
	Title: Managing Director

Address:	200 Galleria Parkway
	Atlanta, GA 30339
Attention:	Janice Whalen
Telecopy:	(770) 951-1005

HSBC BUSINESS CREDIT (USA) INC., as a Lender
By:	/s/ Edward Chonko
	Name: Edward Chonko
	Title: Vice President

Address:	452 Fifth Avenue, 4th Floor
	New York, NY 10018
Attention:	Michael Mondazzi
Telecopy:	(212) 525-2520

CAYLON NEW YORK BRANCH, as a Lender
By:	/s/ Brian Myers
	Name: Brian Myers
	Title: Managing Director
By:	/s/ David Cagle
	Name: David Cagle
	Title: Managing Director

TD Bank, N.A., as a Lender
By:	/s/ Matthew Leighton
	Name: Matthew Leighton
	Title: Vice President

Address:	7 New England Executive Park
	10th Floor
	Burlington, MA 01803
Attention:	Matthew Leighton
Telecopy:	(781) 229-5663

RBS Business Capital, a division of RBS Asset Finance, Inc., as a Lender
By:	/s/ J. Brad Mascott
	Name: J. Brad Mascott
	Title: Senior Vice President

Address:	RBS Business Capital
	Exchange Place, 53 State Street
	Mail Stop: MBS940
	Boston, MA 02109
Attention:	J. Brad Mascott
Telecopy:	(617) 227-7995

The Bank of New York, as a Lender
By:	/s/ Kenneth P. Sneider, Jr.
	Name: Kenneth P. Sneider, Jr.
	Title: Vice President

Address:	One Wall Street, 19th Floor
	New York, NY 10286
Attention:	Kenneth P. Sneider, Jr.
Telecopy:	(212) 635-1483

REGIONS BANK, as a Lender
By:	/s/ Christine Ferrise
	Name: Christine Ferrise
	Title: Senior Vice President

Address:	599 Lexington Avenue, 45th Floor
	New York, NY 10022
Attention:	Louis McKinley
Telecopy:	(212) 935-7458

Suntrust Bank, as a Lender
By:	/s/ Kevin Harrison
	Name: Kevin Harrison
	Title: Group Portfolio Manager, Asset Based Lending

Address:	303 Peachtree Street
	2nd Floor
	Atlanta, GA 30308
Attention:	Asset Based Lending
Telecopy:	(404) 588-7061

CIT Bank, as a Lender
By:	/s/ George Janes
	Name: George Janes
	Title: Chief Credit Officer

Address:	11 West 42nd Street
	13th Floor
	New York, NY 10036
Attention:	Michael Aliberto
Telecopy:	(212) 461-7757

CIT FINANCIAL LTD, as a Canadian Lender
By:	/s/ Richard Kinlough
	Name: Richard Kinlough
	Title: Managing Director

Address:	11 West 42nd Street
	13th Floor
	New York, NY 10036
Attention:	Michael Aliberto
Telecopy:	(212) 461-7757

Siemens Financial Services, Inc., as a Lender
By:	/s/ Jim Fuller
	Name: Jim Fuller
	Title: Vice President – Co-Head
By:	/s/ Matthias Grossman
	Name: Matthias Grossman
	Title: Senior Vice President

Address:	170 Wood Avenue South
	Iselin, New Jersey 08830
Attention:	Jim Tregillies - VP
Telecopy:	(732) 590-6648

Allied Irish Banks, p.l.c. as a Lender
By:	/s/ Eanna Mulkere
	Name: Eanna Mulkere
	Title: Assistant Vice President
By:	/s/ Mia Bolin
	Name: Mia Bolin
	Title: Assistant Vice President

Address:	601 South Figueroa
	Suite 4650
	Los Angeles, CA 90017
Attention:	Jim Tregillies - VP
Telecopy:	(732) 590-6648

PNC Bank, National Association, as a Lender
By:	/s/ Steven Janson
	Name: Steven Janson
	Title: Vice President

Address:	4720 Piedmont Row Drive
	Suite 300
	Charlotte, NC 28210
Attention:	Alex Council, VP
Relationship Manager
Telecopy:	(704) 551-8503

DZ BANK AG, as a Lender
Deutsche Zentral-Genossenschaftsbank
Frankfurt am Main
New York Branch
By:	/s/ Paul Fitzpatrick
	Name: Paul Fitzpatrick
	Title: Vice President
By:	/s/ Norah McCann
	Name: Norah McCann
	Title: Senior Vice President

Address:	609 Fifth Avenue
	New York, NY 10019
Attention:	Oliver Hildenbrand
Telecopy:	(212) 745-1422

CAPITAL ONE LEVERAGE FINANCE CORP, as a Lender
By:	/s/ Paul Dellova
	Name: Paul Dellova
	Title: Senior Vice President

Address:	404 Fifth Avenue
	3rd Floor
	New York, NY 10018
Attention:	Paul Dellova
Telecopy:	(917) 351-0341

Bank of the West, as a Lender
By:	/s/ Sylvia Ponce
	Name: Sylvia Ponce
	Title: AVP

Address:	300 South Grand Avenue
	Los Angeles, CA 90071
Phone:	(213) 972-0615
Fax:	(213) 972-0618
Attention:	Sidney Jordan, VP & Manager
Phone:	(213) 972-0625
Fax:	(213) 972-0618

Royal Bank of Canada, as a Lender
By:	/s/ Julita Tyszewicz
	Name: Julita Tyszewicz
	Title: Attorney-in-fact
By:	/s/ Dustin Craven
	Name: Dustin Craven
	Title: Attorney-in-fact

Address:	30th Floor South Tower
	Royal Bank Plaza
	200 Bay Street
	Toronto, Ontario M5J 2J5
	One Liberty Plaza, 3rd Floor
	165 Broadway
	New York, NY 10006
Attention:	Portfolio Manager
Telecopy:	(416) 974-0716

State Bank of India, as a Lender
By:	/s/ Prabodh Parikh
	Name: Prabodh Parikh
	Title: Vice President & Head (Credit)

Address:	460 Park Avenue
	2nd Floor
	New York, NY 10022
Attention:	Manoharan Kannan
Fax:	Lakshmi Srinivas
	(212) 521-3362

EX-10.2

Exhibit 10.2

PURCHASE AGREEMENT

among

UNITED RENTALS, INC.

and

APOLLO INVESTMENT FUND IV, L.P.
APOLLO OVERSEAS PARTNERS IV, L.P.
J.P. MORGAN PARTNERS (BHCA), L.P.

Dated as of June 10, 2008

TABLE OF CONTENTS

	Page
ARTICLE I Purchase and Sale	1
1.1. Authorization of the Notes	1
1.2. Purchase of the Preferred Stock and Sale of the Notes	2
ARTICLE II Closing and Closing Deliveries	2
2.1. Closing	2
2.2. Deliveries at the Closing	2
ARTICLE III Representations and Warranties of Purchaser	3
3.1. Organization and Corporate Power	3
3.2. Ownership of Notes	3
3.3. Authorization; No Breach	3
3.4. Purchaser Information	4
3.5. Tender Offer and Financing	4
3.6. Other	4
ARTICLE IV Representations and Warranties of Sellers	4
4.1. Organization and Corporate Power	4
4.2. Ownership of Securities	5
4.3. Authorization; No Breach	5
4.4. Purchase for Investment	5
4.5. Accredited Investor	5
4.6. ERISA	6
ARTICLE V Covenants	6
5.1. Standstill	6
5.2. Confidentiality	7
5.3. Continuation of D&O Insurance and Indemnification	7
5.4. No Tender of Common Stock	7
5.5. ERISA	8
5.6. Tax	8
5.7. Further Assurances	8
ARTICLE VI EXPENSES, ETC.	8
6.1. Transaction Expenses	8

6.2. Survival	8
ARTICLE VII Miscellaneous	8
7.1. Entire Agreement; Consent to Amendments and Assignments	8
7.2. Survival of Representations and Warranties	9
7.3. Successors and Assigns	9
7.4. Severability	9
7.5. Counterparts; Facsimile and Email Transmission	9
7.6. Descriptive Headings; Interpretations	9
7.7. Governing Law	9
7.8. Notices	10
7.9. Third Party Rights	11
7.10. Interpretation	11
7.11. Definitions	11

Schedule A – Ownership of Preferred Stock

Exhibit A – Form of Indenture

Exhibit B – Form of Registration Rights Agreement

PURCHASE AGREEMENT

                    This PURCHASE AGREEMENT (“Agreement”) is made as of June 10, 2008, between UNITED RENTALS, INC., a Delaware corporation (“Purchaser”), and APOLLO INVESTMENT FUND IV, L.P. and APOLLO OVERSEAS PARTNERS IV, L.P. (collectively, the “Apollo Sellers”) and J.P. MORGAN PARTNERS (BHCA), L.P. (the “Chase Seller”; and collectively with the Apollo Sellers, the “Sellers”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7.11 below.

Recitals

                    A. The Apollo Sellers own 300,000 shares of Purchaser’s Series C Perpetual Convertible Preferred Stock, par value $.01 per share (the “Series C Preferred Stock”) and 100,000 shares of Purchaser’s Series D-1 Perpetual Convertible Preferred Stock, par value $.01 per share (the “Series D-1 Preferred Stock”).

                    B. The Chase Seller owns 5,252 shares of the Series D-1 Preferred Stock and 44,748 shares of Purchaser’s Series D-2 Perpetual Convertible Preferred Stock, par value $.01 per share (the “Series D-2 Preferred Stock”; and collectively, with the Series D-1 Preferred Stock and Series C Preferred Stock, the “Preferred Stock”).

                    C. The Preferred Stock owned by the Sellers represents all of the issued and outstanding Preferred Stock.

                    D. Upon the terms and conditions set forth herein, Purchaser has agreed to purchase from the Sellers the Preferred Stock, the terms of which restrict Purchaser from, among other things, paying or making certain extraordinary dividends, including any repurchases of shares of Purchaser’s common stock, par value $.01 per share (the “Common Stock”) to the extent such repurchases exceed 7.5% of Purchaser’s market capitalization, without the consent of the holders of the Preferred Stock, and the Sellers have agreed to sell the Preferred Stock to Purchaser.

                    E. Purchaser has elected to satisfy a portion of the purchase price of the Preferred Stock by issuing and delivering Notes (as defined below) to the Sellers and the Sellers have agreed to accept such Notes as part of the consideration for the Preferred Stock on the terms and conditions set forth herein.

                    NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I
PURCHASE AND SALE

                    1.1. Authorization of the Notes. Purchaser hereby authorizes the issue and sale of up to $425,000,000 aggregate principal amount of its 14% Senior Notes due 2014, Series A (the “Notes”). As used herein, the term “Notes” includes all notes originally issued under an indenture (the “Indenture”) between Purchaser and The Bank of New York, as Trustee (the “Trustee”), such Indenture, dated as of the Closing Date (as defined below), in the form attached hereto as Exhibit A.

2

                    1.2. Purchase of the Preferred Stock and Sale of the Notes. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase and each Seller agrees to sell the Preferred Stock specified opposite such Seller’s name in Schedule A for $612,164,938 in the aggregate (with $383,334,000 of such amount being payable in Notes) in the case of the Apollo Sellers and for $66,539,668 in the aggregate (with $41,666,000 of such amount being payable in Notes) in the case of the Chase Seller (such transactions, including the issue and sale of Notes pursuant hereto, the “Purchase and Sale”).

ARTICLE II
CLOSING AND CLOSING DELIVERIES

                    2.1. Closing. The closing of the Purchase and Sale (the “Closing”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m. (or such earlier time as the parties may agree) on the date hereof (the “Closing Date”) and simultaneously with the execution and delivery of this Agreement.

                    2.2. Deliveries at the Closing.

                    (a) Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver the following:

          (i) to each Seller (x) the amount of cash (to be paid by wire transfer in immediately available funds to a bank account designated by such Seller) specified opposite such Seller’s name under the column titled “Cash Consideration” in Schedule A and (y) the applicable principal amount of Notes specified opposite such Seller’s name under the column titled “Principal Amount of Notes” in Schedule A, such Notes having been designated a Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners);

          (ii) the Registration Rights Agreement executed by Purchaser;

          (iii) the Indenture executed by each party thereto;

          (iv) the same solvency assurances that Purchaser delivered to the lenders providing the Financing, but addressed to and for the benefit of the Sellers; and

          (v) a certificate executed by a duly authorized executive officer of Purchaser dated as of the Closing Date, certifying that the representations and warranties contained in Article III hereof are true and correct as of the Closing Date.

3

                    (b) Closing Deliveries by Sellers. At the Closing, each Seller shall deliver the following:

          (i) certificates representing the number and class of shares of Preferred Stock specified opposite such Seller’s name in the columns titled “Number of Shares” and “Class” in Schedule A, accompanied by stock powers endorsed to Purchaser;

          (ii) the Registration Rights Agreement executed by such Seller;

          (iii) in the case of the Apollo Sellers, resignation letters in form and substance reasonably satisfactory to Purchaser evidencing the resignations of each director on Purchaser’s board of directors that was nominated by an Apollo Seller or its affiliate (collectively, the “Apollo Directors”); and

          (iv) a certificate executed by a duly authorized executive officer of such Seller (or with respect to the Chase Seller, a duly authorized attorney-in-fact) dated as of the Closing Date, certifying that the representations and warranties contained in Article IV hereof are true and correct as of the Closing Date.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER

                    As a material inducement to Sellers to enter into this Agreement, sell the Preferred Stock and purchase the Notes, Purchaser hereby represents and warrants to each Seller that:

                    3.1. Organization and Corporate Power. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power and authority, and any material licenses, permits and authorizations necessary to own and operate its properties, to enter into this Agreement, the Indenture, the Registration Rights Agreement and the Notes and to carry on its business as now conducted except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

                    3.2. Ownership of Notes. The Notes are free and clear of any and all mortgages, pledges, security interests, liens or other encumbrances or charges of any kind.

                    3.3. Authorization; No Breach.

                    (a) Purchaser has duly authorized the execution, delivery and performance of this Agreement, the Indenture, the Registration Rights Agreement and the Notes. Each of this Agreement, the Indenture, the Registration Rights Agreement and the Notes has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to the availability of equitable remedies and to the laws of bankruptcy and other similar laws affecting creditors’ rights generally.

4

                    (b) The execution, delivery and performance by Purchaser of this Agreement, the Indenture, the Registration Rights Agreement and the Notes do not (i) conflict with or result in a breach of the terms, conditions or provisions of or (ii) constitute a default under, or result in a violation of, or require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body (other than the Securities and Exchange Commission in connection with the Registration Rights Agreement) pursuant to, (A) any law, statute, rule or regulation to which Purchaser is subject, (B) any formation or other organizational document of Purchaser or (C) any agreement, instrument, order, judgment or decree to which Purchaser is a party or by which it is bound, except, in the case of clauses (A) and (C) above, for any such conflict, breach, default, violation, required action or notification that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    3.4. Purchaser Information. An accurate and complete copy of each report and definitive proxy statement filed with or furnished to the Securities and Exchange Commission by Purchaser or any of its Subsidiaries pursuant to the Securities Act or the Exchange Act since January 1, 2008 (the “Purchaser SEC Reports”) is publicly available. No such Purchaser SEC Report, at the time filed or furnished (and, in the case of proxy statements, on the dates of the relevant meetings), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that subsequently filed or furnished Purchaser SEC Reports as of a later date (but filed or furnished before the date of this Agreement) shall be deemed to modify information in Purchaser SEC Reports as of an earlier date.

                    3.5. Tender Offer and Financing. As of the date hereof, there are no other (i) capital raising or financing transactions material to Purchaser and its Subsidiaries taken as a whole or (ii) extraordinary transactions, such as a merger, reorganization or liquidation, involving Purchaser or any of its Subsidiaries or a purchase, sale or transfer of a material amount of assets of any of Purchaser or any of its Subsidiaries, contemplated by, or to be entered into or consummated by, Purchaser and its Subsidiaries, except for the transactions contemplated by this Agreement, the Tender Offer and/or the Financing.

                    3.6. Other. Purchaser acknowledges that, except as expressly set forth in this Agreement, there are no representations or warranties of any kind, express or implied, with respect to any Seller, any Seller’s Subsidiaries, any Seller’s Business, or any other matter.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS

                    As a material inducement to Purchaser to enter into this Agreement, complete the purchase of Preferred Stock and issue and sell the Notes, each Seller, severally and not jointly, represents and warrants to Purchaser that:

                    4.1. Organization and Corporate Power. Such Seller is a partnership organized, validly existing and in good standing under the laws of its jurisdiction of formation. Such Seller has all requisite partnership power and authority to enter into this Agreement and the Registration Rights Agreements and to carry on its business as now conducted.

5

                    4.2. Ownership of Securities. Such Seller has good and valid title to all of the shares of Preferred Stock set forth opposite such Seller’s name as listed on Schedule A. At the Closing, such Seller shall convey to Purchaser the Preferred Stock free and clear of any and all mortgages, pledges, security interests, liens or other encumbrances or charges of any kind, except as may arise out of, or in connection with, this Agreement and/or any federal or state securities law, or policies of Purchaser, that would restrict the purchase, sale or transferability of the shares of Preferred Stock owned by such Seller.

                    4.3. Authorization; No Breach.

                    (a) Such Seller and the general partner of such Seller have duly authorized the execution, delivery and performance of this Agreement and the Registration Rights Agreement. Each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, subject to the availability of equitable remedies and to the laws of bankruptcy and other similar laws affecting creditors’ rights generally.

                    (b) The execution, delivery and performance by such Seller of this Agreement and the Registration Rights Agreement do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of or (ii) constitute a default under, or result in a violation of, or require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body (other than the Securities and Exchange Commission in connection with the Registration Rights Agreement) pursuant to, (A) any law, statute, rule or regulation to which such Seller is subject, (B) any formation or other organizational document of such Seller or (C) any agreement, instrument, order, judgment or decree to which such Seller is a party or by which it is bound, except, in the case of clauses (A) and (C) above, for any such conflict, breach, default, violation, required action or notification that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    4.4. Purchase for Investment. Each Seller represents that such Seller is purchasing the Notes for its own account or for one or more separate accounts maintained by it and not with a view to the distribution thereof in violation of the Securities Act. Each Seller understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law.

                    4.5. Accredited Investor.

                    (a) Each Seller is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.

6

                    (b) Each Seller further represents that (i) it has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision, for purposes of Purchaser’s compliance with the Securities Act, with respect to the Notes to be purchased by such Seller under this Agreement, and (ii) it has had the opportunity to ask questions of Purchaser and it has received answers concerning the terms and conditions of the sale of the Notes and to obtain additional information (to the extent Purchaser possesses such information or could acquire it without unreasonable effort or expense).

                    (c) Each Seller acknowledges that, except as expressly set forth in this Agreement, there are no representations or warranties of any kind, express or implied, with respect to Purchaser and its Subsidiaries, their Business, the terms of the sale of the Notes or any other matter.

                    4.6. ERISA. Each Seller represents and warrants that it is not, and is not acting on behalf of, a “benefit plan investor” within the meaning of Section 3(42) of ERISA.

ARTICLE V
COVENANTS

                    5.1. Standstill. No Seller shall (and shall not assist or knowingly encourage others (other than portfolio companies) to), or with respect to portfolio companies under its control or on whose board or governing body a representative of such Seller or its affiliated funds sits, no Seller shall instruct, or propose to, any such portfolio company to, or shall permit any of its affiliated funds to, until the date that is the earlier of (x) two years from the occurrence of the Closing and (y) the date another Person publicly proposes an acquisition of all or substantially all of the voting equity or assets of Purchaser: (a) submit to Purchaser or propose to Purchaser’s stockholders the acquisition (by merger, tender offer, statutory share exchange or other business combination) of Purchaser, except if Purchaser shall have requested in writing in advance the submission of such proposal; (b) make or conduct any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a “participant” in an “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Purchaser; (c) initiate, propose or otherwise solicit Purchaser’s stockholders for the approval of one or more stockholder proposals with respect to Purchaser as described in Rule 14a-8 under the Exchange Act; (d) acquire control of Purchaser or participate in or knowingly encourage the formation of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) which owns or seeks to acquire voting securities of Purchaser that would require the filing of a Schedule 13D; (e) call or seek to have called any meeting of the stockholders of Purchaser or execute any written consent in lieu of a meeting of holders of common stock of Purchaser; (f) seek election or seek to place a director on the Board of Directors of Purchaser or seek the removal of any director of the Board of Directors of Purchaser; or (g) make any public announcement with respect to any of the foregoing. Notwithstanding the foregoing, this Section 5.1 shall terminate and be of no further force or effect upon the occurrence of an Event of Default (as defined in the Indenture) under the Notes. The obligations of each Seller under this Section 5.1 shall be several and not joint. For purposes of this Section 5.1, with respect to the Chase Seller, the term “Seller” and “Seller and its affiliated fund” shall mean the J.P. Morgan Partners business unit of JPMorgan Chase & Co., and shall not include any other private equity business (including One Equity Partners) or any other affiliate of J.P. Morgan Partners (BHCA), L.P.

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                    5.2. Confidentiality. Each party hereto shall keep confidential and shall not disclose any information about any other party hereto or their respective controlled Affiliates in its possession as of the Closing except (a) to the extent such information is in the public domain other than as a result of a breach of this Section 5.2 by any such party, (b) as required by law, regulation or judicial or other legal process and (c) to the extent necessary to inform such party’s investors and Affiliates about the sale of the Preferred Stock and the purchase of the Notes; provided that each party may disclose such information to such party’s directors, officers and employees who have a reasonable need to know such information and to such party’s advisors (including attorneys, accountants, consultants and financial advisors).

                    5.3. Continuation of D&O Insurance and Indemnification.

                    (a) Purchaser agrees that all rights to indemnification for liabilities, and all limitations with respect to liability, existing in favor of the Apollo Directors under the provisions in Purchaser’s certificate of incorporation or otherwise under Purchaser’s bylaws or any indemnification agreement in effect as of the Closing Date shall survive the Closing and shall continue in full force and effect, without any material amendment thereto, for a period of six years from the Closing Date to the fullest extent permitted by law; provided, however, that in the event any claim is asserted or made within such six-year period, all such rights, liabilities and limitations in respect of any such claim shall continue until disposition thereof.

                    (b) For a period of six years from the Closing Date, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering each Apollo Director for acts or omissions occurring prior to the Closing Date on terms with respect to such coverage and amounts no less favorable than those of such policy then in effect with respect to each director on Purchaser’s board of directors who are not Apollo Directors.

                    (c) If Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case, proper provision shall be made so that the successors and assigns of Purchaser shall assume the obligations of Purchaser set forth in this Section 5.3.

                    (d) The rights of each Apollo Director hereunder shall be in addition to any other rights such Apollo Director may have under applicable Law, agreement or otherwise. The provisions of this Section 5.3 shall survive the Closing and expressly are intended to benefit each of the Apollo Directors, their heirs and representatives.

                    5.4. No Tender of Common Stock. Each Seller hereby agrees that it shall not tender any shares of Common Stock held by such Seller (nor shall such Seller cause any of its Affiliates to tender any shares of Common Stock any such Affiliates may hold; for the avoidance of doubt, it is understood that there shall be no liability to the Chase Seller hereunder if an Affiliate of such Chase Seller (such as J.P. Morgan Securities Inc.) tenders such shares without having been caused to do so by such Chase Seller) into the Tender Offer.

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                    5.5. ERISA. Each Seller agrees that it will not become, and will not act on behalf of, a “benefit plan investor” within the meaning of Section 3(42) of ERISA, so long as such Seller holds an interest in any Notes.

                    5.6. Tax. The parties intend to treat the purchases of Preferred Stock pursuant to this Agreement as part of a single transaction. The parties will treat such purchases of the Sellers’ Preferred Stock for all tax purposes as a sale or exchange of such Preferred Stock pursuant to Section 302(b) of the U.S. Internal Revenue Code. If, notwithstanding the foregoing, any withholding tax is assessed against the Purchaser or any of its Affiliates with respect to the purchases of Preferred Stock pursuant to this Agreement, then, except to the extent the Sellers have satisfied or then satisfy the liability resulting from such withholding, Sellers shall promptly pay to the Purchaser the full amount of such liability (including any related interest and penalties).

                    5.7. Further Assurances. Each party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by the other party in order to effectuate fully the purposes, terms and conditions of this Agreement.

ARTICLE VI
EXPENSES, ETC.

                    6.1. Transaction Expenses. Each Seller shall be responsible for its own costs and expenses (including attorneys’ fees) in connection with the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Preferred Stock, the Notes, the Indenture, the Registration Rights Agreement or any Subsidiary Guarantee.

                    6.2. Survival. The obligations of Purchaser and the Sellers under this Article VI will survive the payment or transfer of any Preferred Stock or Note, the enforcement, amendment or waiver of any provision of this Agreement, the Indenture, the Registration Rights Agreement or any Subsidiary Guarantee, and the termination of any of the foregoing agreements or guarantees.

ARTICLE VII
MISCELLANEOUS

                    7.1. Entire Agreement; Consent to Amendments and Assignments.

                    (a) This Agreement contains the entire understanding of the parties with respect to the matters described herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein.

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                    (b) Except as otherwise expressly provided herein, the provisions of this Agreement may not be amended, waived or modified without the prior written consent of Purchaser and each Seller, and such amendment, waiver or modification shall be binding on all of the parties to this Agreement. No party hereto shall be permitted to assign this Agreement without the prior written consent of all of the other parties hereto. Any purported assignment or delegation by any party in violation of the foregoing shall be null and void ab initio and of no force and effect.

                    (c) The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

                    7.2. Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

                    7.3. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

                    7.4. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

                    7.5. Counterparts; Facsimile and Email Transmission. This Agreement may be executed simultaneously in multiple counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement. Each party to this Agreement agrees that its own telecopied or emailed signature will bind it and that it will accept the telecopied or emailed signature of each other party to this Agreement.

                    7.6. Descriptive Headings; Interpretations. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a Section of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

                    7.7. Governing Law.

                    (a) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause application of the laws of any jurisdiction other than the State of New York.

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                    (b) Purchaser and Sellers irrevocably and unconditionally submit to the exclusive jurisdiction of any New York State Court or Federal Court sitting in New York, and any court having jurisdiction over appeals or matters heard in such courts, in any action or proceeding arising out of, connected with, related to or incidental to the relationship, established between them in connection with this Agreement, whether arising in contract, tort, equity or otherwise, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such state court or, to the extent permitted by law, in such federal court. Purchaser and Sellers agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Purchaser and Sellers waive in all disputes any objection that it may have to the location of the court considering the dispute.

                    (c) Purchaser and Sellers irrevocably consent to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to their respective notice addresses specified herein, such service to become effective ten (10) business days after such mailing. Purchaser and Sellers irrevocably waive any objection (including, without limitation, any objection of the laying of venue or based on the grounds of forum non conveniens) which it may now or hereafter have to the bringing of any such action or proceeding with respect to this Agreement in any jurisdiction set forth above. Nothing herein shall affect the right to serve process in any other manner permitted by law.

                    (d) THE PARTIES WAIVE TRIAL BY JURY.

                    7.8. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable express courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent as follows:

(a)	If to Purchaser:
	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT 06831
	Attention: Roger Schwed, Esq.
	Fax No.: (203) 618-7252
	with a copy (which shall not constitute notice) to:
	Simpson Thacher & Bartlett LLP
	425 Lexington Ave.
	New York, NY 10017
	Attention: Gary Horowitz
	Eric Swedenburg
	Fax No.: (212) 455-2502

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(b)	If to any Seller:
	Apollo Seller:
	c/o Apollo Investment Fund IV, L.P.
	9 West 57th Street
	New York, NY 10019
	Attention: Andrew Africk
	Fax No.: (212) 515-3288
	and
	Chase Seller:
	c/o CCMP Capital Advisers, LLC
	245 Park Avenue, 16th Floor
	New York, NY 10167
	Attention: Richard Jansen
	Fax No.: (917) 464-9569
	with a copy (which shall not constitute notice) to:
	O’Melveny & Myers LLP
	Times Square Tower
	7 Times Square
	New York, NY 10036
	Attention: David Pommerening
	Paul Scrivano
	Fax No.: (212) 326-2061

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

                    7.9. Third Party Rights. Except as provided in Section 5.3, this Agreement shall not confer any rights or remedies upon any Person, other than the parties hereto and their respective heirs, successors, and assigns.

                    7.10. Interpretation. Each party acknowledges that it was represented by counsel and there shall be no presumption against either party in the interpretation of the language of this Agreement.

                    7.11. Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below:

                    “Affiliate” of any particular person or entity shall mean any other person or entity controlling, controlled by or under common control with such particular person or entity.

                    “Agreement” shall have the meaning assigned to such term in the preamble hereto.

                    “Apollo Directors” shall have the meaning assigned to such term in Section 2.2(b)(iii).

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                    “Apollo Sellers” shall have the meaning assigned to such term in the preamble hereto.

                    “Business” shall mean the business conducted or proposed to be conducted by Purchaser and its Subsidiaries at Closing.

                    “Chase Seller” shall have the meaning assigned to such term in the preamble hereto.

                    “Closing Date” shall have the meaning assigned to such term in Section 2.1.

                    “Closing” shall have the meaning assigned to such term in Section 2.1.

                    “Common Stock” shall have the meaning assigned to such term in the Recitals to the Agreement.

                    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

                    “Financing” shall mean the credit facilities provided to Purchaser under the Credit Agreement, dated as of June 9, 2008, among Bank of America, N.A., as Agent, Purchaser and the other lenders and Purchaser subsidiaries party thereto.

                    “Governmental Entity” shall mean any court or any governmental entity, commission, board, bureau, agency, instrumentality, authority, body or other governmental entity, domestic or foreign.

                    “Indenture” shall have the meaning assigned to such term in Section 1.1.

                    “Law” shall mean any applicable federal, foreign, national, provincial, supranational, state, local or similar statute, law (including common law), ordinance, regulation, rule, code, order, requirement or rule of law, in each case, of any Governmental Entity.

                    “Material Adverse Effect” shall mean (i) when used in connection with a Seller, a material adverse effect on (a) the ability of such Seller to perform its obligations under this Agreement or the Registration Rights Agreement or (b) the validity or enforceability as to such Seller of this Agreement, the Indenture, the Registration Rights Agreement or the Notes and (ii) when used in connection with Purchaser, a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of Purchaser and its Subsidiaries taken as a whole, or the ability of Purchaser to perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Notes, or (b) the validity or enforceability as to Purchaser of this Agreement, the Indenture, the Registration Rights Agreement or the Notes.

                    “Notes” shall have the meaning assigned to such term in Section 1.1.

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                    “Person” shall mean an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

                    “Preferred Stock” shall have the meaning assigned to such term in the Recitals to the Agreement.

                    “Purchase and Sale” shall have the meaning assigned to such term in Section 1.2.

                    “Purchaser SEC Reports” shall have the meaning assigned to such term in Section  3.4.

                    “Purchaser” shall have the meaning assigned to such term in the preamble hereto.

                    “Registration Rights Agreement” shall mean the Registration Rights Agreement, dated as of the Closing Date, in the form attached hereto as Exhibit B.

                    “Sellers” shall have the meaning assigned to such term in the preamble hereto.

                    “Series C Preferred Stock” shall have the meaning assigned to such term in the Recitals to the Agreement.

                    “Series D-1 Preferred Stock” shall have the meaning assigned to such term in the Recitals to the Agreement.

                    “Series D-2 Preferred Stock” shall have the meaning assigned to such term in the Recitals to the Agreement.

                    “Subsidiary” shall mean, with respect to any Person, (i) a corporation a majority of whose voting stock is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof and (ii) any other Person (other than a corporation), including, without limitation, a partnership, limited liability company, business trust or joint venture, in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, has at least majority ownership interest entitled to vote in the election of directors, managers or trustees thereof (or other Person performing similar functions).

                    “Subsidiary Guarantee” shall have the meaning assigned to such term in the Indenture.

                    “Tender Offer” shall mean the Offer to Purchase by Purchaser shares of its Common Stock which Purchaser intends to commence in June 2008, as the same may be amended, supplemented or modified, from time to time.

                    “Trustee” shall have the meaning assigned to such term in Section 1.1.

                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                    IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on the date first written above.

UNITED RENTALS, INC.
By:	/s/ Michael J. Kneeland
	Name: Michael J. Kneeland
	Title:   Chief Executive Officer

[Purchase Agreement]

APOLLO INVESTMENT FUND IV, L.P.
By:	Apollo Advisors IV, L.P., its general partner
By:	Apollo Capital Management IV, Inc., its general partner
By:	/s/ Andrew Africk
	Name: Andrew Africk
	Title:   Vice President
APOLLO OVERSEAS PARTNERS IV, L.P.
By:	Apollo Advisors IV, L.P., its general partner
By:	Apollo Capital Management IV, Inc., its general partner
By:	/s/ Andrew Africk
	Name: Andrew Africk
	Title:   Vice President

[Purchase Agreement]

J.P. MORGAN PARTNERS (BHCA), L.P.
By:	CCMP Capital Advisors, LLC, as attorney in fact
By:	/s/ Christopher Behrens
	Name: Christopher Behrens
	Title:   Managing Director

[Purchase Agreement]

SCHEDULE A

OWNERSHIP OF PREFERRED STOCK

			Purchase Price
Owner of Record	Number of Shares	Class	Cash Consideration		Principal Amount of Notes
Apollo Investment Fund IV, L.P.	284,726	Series C Perpetual Convertible Preferred Stock	$	169,967,759	$	284,726,000
Apollo Investment Fund IV, L.P.	94,726	Series D-1 Perpetual Convertible Preferred Stock	$	47,121,730	$	78,939,000
Apollo Overseas Partners IV, L.P.	15,274	Series C Perpetual Convertible Preferred Stock	$	9,117,845	$	15,274,000
Apollo Overseas Partners IV, L.P.	5,274	Series D-1 Perpetual Convertible Preferred Stock	$	2,623,604	$	4,395,000
J.P. Morgan Partners (BHCA), L.P.	5,252	Series D-1 Perpetual Convertible Preferred Stock	$	2,613,327	$	4,376,000
J.P. Morgan Partners (BHCA), L.P.	44,748	Series D-2 Perpetual Convertible Preferred Stock	$	22,260,341	$	37,290,000

EX-10.3

Exhibit 10.3

$425,000,000

UNITED RENTALS, INC.

14% Senior Notes due 2014

REGISTRATION RIGHTS AGREEMENT

June 10, 2008

Apollo Investment Fund IV, L.P.
Apollo Overseas Partners IV, L.P.
c/o Apollo Management IV, L.P.
49 West 57^th Street
New York, NY 10019

J.P. Morgan Partners (BHCA)
c/o CCMP Capital Advisers, LLC
245 Park Avenue, 16^th Floor
New York, NY 10167

Dear Sirs:

          United Rentals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and J.P. Morgan Partners (BHCA) (collectively, the “Purchasers”) upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $425,000,000 aggregate principal amount of its 14% Senior Notes due 2014 (the “Notes”). The Notes and any guarantees of such Notes by the Company’s subsidiaries (any such subsidiary providing such a guarantee, a “Guarantor”), if any, are together referred to as the “Initial Securities”. The Initial Securities will be issued pursuant to an Indenture, dated as of June 10, 2008 (the “Indenture”), among the Company and The Bank of New York, as trustee (the “Trustee”). As an inducement to the Purchasers to enter into the Purchase Agreement, the Company agrees with the Purchasers, for the benefit of the Purchasers and any other holders of the Securities (as defined below) (collectively the “Holders”), as follows:

          1. Registered Exchange Offer. Unless not permitted by applicable law, the Company shall use its reasonable best efforts to prepare and, not later than 366 days (the final day of such 366 day period being a “Filing Deadline”) after the date on which the Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), if any, who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 426 days after the Closing Date (the final day of such 426 day period being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date the notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 2

          If the Company commences the Registered Exchange Offer, the Company will be required to consummate the Registered Exchange Offer no later than 456 days after the Closing Date (the final day of such 456 day period being the “Consummation Deadline”).

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

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

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

          The Initial Securities and the Exchange Securities are herein collectively called the “Securities”.

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

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 3

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

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

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

          (e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer, the Company shall:

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

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

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

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

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

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 4

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

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

          (a) The Company shall, on or prior to 90 days after the Trigger Date (such 90th day being a “Filing Deadline”), use its reasonable best efforts to file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective no later than 150 days after the Trigger Date (such 150th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided that if the obligation to file the Shelf Registration Statement arises because the Exchange Offer has not been consummated by the Consummation Deadline, then the Company will use its reasonable best efforts to file the Shelf Registration Statement on or prior to the 30th day after such filing obligation arises; provided, however, that no Holder (other than a Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 5

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

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

          (a) The Company shall (i) furnish to each Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by a Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders.

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 6

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

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

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

          (iii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

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

          (v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading; and

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

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

          (d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 7

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

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

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

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

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 8

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

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

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

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

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

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 9

          (q) Subject to Section 8(c), in the case of any Shelf Registration, the Company, if requested by counsel to the Majority Holders of the Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement in form, substance and scope customarily covered in opinions delivered in connection with shelf registrations; provided, however, that in the case of an underwritten offering such opinions shall also be addressed to the underwriters and also cover the matters customarily covered in opinions delivered by issuers in connection with primary underwritten offerings of debt securities comparable to the Securities (such additional opinions to be agreed upon by the underwriters and the Company, such agreement not to be unreasonably withheld), (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with shelf registrations; provided, however, that in the case of an underwritten offering such letters shall also be addressed to the underwriters and cover the matters customarily covered in “comfort letters” delivered by issuers in connection with primary underwritten offerings of debt securities comparable to the Securities (such letters to be agreed upon by the underwriters and such accountants, such agreement not to be unreasonably withheld); subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 100.

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

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 10

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

          (u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of The Financial Industry Regulatory Authority (“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

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

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

              (i) all registration and filing fees and expenses;

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

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

              (iv) all rating agency fees;

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 11

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

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

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

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

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

          (xi) the reasonable fees and expenses of the Trustee, including its counsel, and any escrow agent or custodian.

          Notwithstanding the foregoing, the holders of the Exchange Securities or Transfer Restricted Securities being registered shall pay all agency or brokerage fees and commissions and underwriting discounts and commissions attributable to the sale of Transfer Restricted Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly) (excluding advisors or other experts retained by the Company, as aforesaid); provided, however, that in the case of a Shelf Registration Statement under Section 2 and Section 3 hereof, the Majority Holders may, in each case, if they so elect, select Holders’ Counsel to represent them (which may be counsel to the Purchasers), in which event the aforementioned registration expenses shall include the reasonable fees and disbursements of such counsel up to a maximum of $80,000.

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 12

          5. Indemnification. (a) The Company and the Guarantors, if any, agree to indemnify and hold harmless the Purchasers, each Holder of the Securities, any Participating Broker-Dealer, each underwriter who participates in an offering of Transfer Restricted Securities and each person, if any, who controls such Purchaser, Holder, Participating Broker-Dealer or underwriter within the meaning of the Securities Act or the Exchange Act (each Purchaser, Holder, any Participating Broker-Dealer, underwriter and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or in any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, or such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Purchaser, Holder, Participating Broker-Dealer or underwriter and furnished to the Company by or on behalf of such Purchaser, Holder, Participating Broker-Dealer or underwriter specifically for inclusion therein; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party.

          (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company, the Purchasers, each underwriter who participates in an offering of Transfer Restricted Securities and the other selling Holders and each of their respective directors and officers (including each officer of the Company who signed the Registration Statement) and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or in any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, or such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 13

          (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. The indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 14

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

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

(i)	any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline;
(ii)	any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;
(iii)	the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or
(iv)	any Registration Statement required by this Agreement has been declared effective by the Commission but, thereafter during the period during which the Company is required to maintain the effectiveness thereof, (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

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

          Additional Interest shall accrue on the Specified Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.0% per annum.

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 15

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

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

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

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

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

          The Company shall pay the additional interest due on the Specified Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture.

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

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 16

          (g) “Transfer Restricted Securities” means each Initial Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144 under the Securities Act, (v) the date on which such Security shall have been otherwise transferred by the Holder thereof and a new Security not bearing a legend restricting further transfer shall have been delivered by the Issuer and subsequent disposition of such Security shall not require registration or qualification under the 1933 Act or any similar state law then in force, or (vi) such Security ceases to be outstanding.

          7. Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

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

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

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 17

          9. Miscellaneous.

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

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

          (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the holders of a majority in principal amount of Transfer Restricted Securities affected by such amendment, modification, supplement, waiver or consents.

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

(1)	if to a Holder of the Securities, at the most current address given by such Holder to the Company.
(2)	if to Apollo Investment Fund IV, L.P. and/or Apollo Overseas Partners IV, L.P.;
	c/o Apollo Investment Fund IV, L.P.
	9 West 57th Street
	New York, NY 10019
	Attention: Andrew Africk
	Fax No.: (212) 515-3288
	and if to J.P. Morgan Partners (BHCA):
	c/o CCMP Capital Advisers, LLC
	245 Park Avenue, 16th Floor
	New York, NY 10167
	Attention: Richard Jansen
	Fax No.: (917) 464-9569

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 18

		in each case with a copy to:
		O’Melveny & Myers LLP
		Times Square Tower
		7 Times Square
		New York, NY 10036
		Attention: David Pommerening
		Paul Scrivano
		Fax No.: (212) 326-2061
	(3)	if to the Company, at its address as follows:
		United Rentals, Inc.
		Five Greenwich Office Park
		Greenwich, Ct 06830
		Attention: Chief Financial Officer
with a copy to:
		Simpson Thacher & Bartlett LLP
		425 Lexington Avenue
		New York, NY 10017
		Attention: Kenneth B. Wallach

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

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

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

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 19

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

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

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

          10.Termination.This agreement shall terminate and be of no further force and effect at such time as none of the Securities constitute Transfer Restricted Securities.

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).

Very truly yours,
	UNITED RENTALS, INC.
	By: /s/ Michael J. Kneeland
	Name: Michael J. Kneeland
	Title: Chief Executive Officer

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).

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

APOLLO INVESTMENT FUND IV, L.P.

By: Apollo Advisors IV, L.P., its general partner

By: Apollo Capital Management IV, Inc., its general partner

By:	/s/ Andrew Africk
	Name: Andrew Africk
	Title: Vice President

APOLLO OVERSEAS PARTNERS IV, L.P.

By: Apollo Advisors IV, L.P., its general partner

By: Apollo Capital Management IV, Inc., its general partner

By:	/s/ Andrew Africk
	Name: Andrew Africk
	Title: Vice President

J.P. MORGAN PARTNERS (BHCA), L.P.

By: CCMP Capital Advisors, LLC, as attorney in fact

By:	/s/ Christopher Behrens
	Name: Christopher Behrens
	Title: Managing Director

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 22

ANNEX A

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 23

ANNEX B

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 24

ANNEX C

PLAN OF DISTRIBUTION

          Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that it will allow Participating Broker-Dealers and any other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Securities, for a period commencing on the day the Exchange Offer is consummated and continuing for 90 days (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus); provided, however, that if for any day during such period the Company restricts the use of such prospectus, such period shall be extended on a day-for-day basis. In addition, until     , 200     , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus¹.

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

          For a period of 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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

Apollo Investment Funds IV, L.P., Apollo Overseas Partners IV, L.P. and
J.P. Morgan Partners (BHCA).
June 10, 2008
Page 25

ANNEX D

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

Name:

Address:

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

EX-99.1

	Exhibit 99.1
	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT 06831

tel:	203 622 3131
	203 622 6080
unitedrentals.com

United Rentals Announces Planned Tender Offer to Repurchase up to 27,160,000 Shares of its
Common Stock through a Modified Dutch Auction at a Price Not Less than $22 Nor
Greater than $25 Per Share

Also Repurchases All of its Outstanding Preferred Stock

Funds Transactions with Proceeds from New Asset-Based Loan Facility, Issuance
of Notes to Former Holders of Preferred Stock and Existing Cash on Hand

GREENWICH, Conn. – June 10, 2008 – United Rentals, Inc. (NYSE: URI) today announced that its board of directors has approved a “modified Dutch auction” tender offer in which the company intends to offer to purchase up to 27,160,000 shares of its common stock at a price not less than $22.00 nor greater than $25.00 per share. The low and high ends of the price range represent a 12.8% and 28.2% premium, respectively, to yesterday’s $19.50 per share closing price for the common stock.

The number of shares of common stock sought to be repurchased in the tender offer represents approximately 31.4% of the total number of shares of common stock currently outstanding. If the maximum number of shares is purchased at the high end of the price range, the total purchase price for the common stock would be $679 million.

The tender offer will be subject to a number of terms and conditions, but will not be conditioned on receipt of financing or any minimum number of shares being tendered. The full terms and conditions of the offer will be described in an offer to purchase and a related letter of transmittal, which will be distributed to the company’s stockholders when the tender offer is commenced. The company intends to commence the tender offer within the next week and will keep the offer open for at least 20 business days.

The company also announced today that it has repurchased all of its outstanding Series C preferred stock and Series D preferred stock, a substantial majority of which was held by Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. Prior to the preferred stock repurchase, a majority of the preferred stockholders had the right to consent to certain transactions by the company, including the proposed tender offer. Under the definitive repurchase agreement, the total purchase price for the preferred stock is approximately $679 million, and the former preferred stockholders are prohibited from tendering into the offer any shares of common stock they hold. In addition, Leon Black and Michael Gross, the two company directors elected by the former preferred holders in accordance with the terms of the Series C preferred stock, have resigned from the board as a result of the company’s repurchase of the preferred stock.

Michael Kneeland, chief executive officer of United Rentals, said, “We believe that these share repurchases represent an opportunity to achieve significantly more EPS accretion, and to capture it more quickly, than through any other means. Moreover, we believe that the tender offer will benefit stockholders by providing an efficient mechanism for those who desire it to obtain liquidity at a premium over recent trading prices and, for our remaining stockholders, an enhanced ability to participate in the long-term earnings potential of our business.”

Rentals  •  Sales  •   Service  •  Supplies

Commenting on the preferred stock repurchase, Mr. Kneeland continued, “The removal of the preferred stock from our capital structure was a necessary step in proceeding with the tender offer and will give us greater flexibility in many respects. We believe that these transactions are in the best interests of our company and stockholders.”

In anticipation of the share repurchases, on June 9, 2008, the company entered into a new $1.25 billion asset-based loan facility and repaid the approximately $464 million outstanding under the company’s former revolving credit facility and term loan. Pursuant to the purchase agreement with the preferred holders, the company issued to the former preferred holders $425 million aggregate principal amount of 14% Notes due 2014 in partial payment of the repurchase price of the preferred stock. These notes were issued under a new indenture between the company and The Bank of New York, as trustee, and are callable at par by the company at any time. The balance of the amounts necessary for the share repurchases, the repayment of the company’s former credit facility and term loan and the related fees and expenses is being funded with existing cash on hand and through approximately $800 million in borrowings under the new asset-based loan facility and approximately $270 million in borrowings under the company’s accounts receivable securitization facility.

The new debt issuances, combined with the existing debt of the company and its subsidiaries, is expected to result in total pro forma leverage ratios that the company views as reasonable. The company also believes that the share repurchases will be accretive to currently projected earnings per share, excluding a one-time charge of approximately $235 million that will be recorded as a reduction of income available to common stockholders as a result of the purchase of the preferred stock, although the actual impact will depend on a number of factors, including the amount of common stock actually repurchased, the price paid for such repurchased shares and the interest cost of the debt funding the share repurchases.

The company expects that the dealer managers for the tender offer will be UBS Investment Bank and Credit Suisse, and the information agent for the tender offer will be D.F. King & Co., Inc.

Neither United Rentals nor its board of directors, nor any dealer manager or information agent in connection with the proposed tender offer, is making any recommendation to stockholders as to whether to tender or refrain from tendering shares in the proposed tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by the company. The company’s executive officers and directors have advised the company that they do not intend to participate in the tender offer.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world, with an integrated network of over 670 rental locations in 48 states, 10 Canadian provinces and Mexico. The company’s approximately 10,400 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers for rent over 2,900 classes of rental equipment with a total original cost of $4.2 billion. United Rentals is a member of the Standard & Poor’s MidCap 400 Index and the Russell 2000 Index® and is headquartered in Greenwich, Conn. Additional information about United Rentals is available at www.unitedrentals.com.

2

Forward-Looking Statements

Certain statements in this press release are forward-looking statements. These statements can generally be identified by words such as “believes,” “expects,” “plans,” “intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. Our businesses and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) weaker or unfavorable economic or industry conditions can reduce demand and prices for our products and services, (2) non-residential construction spending, or governmental funding for infrastructure and other construction projects, may not reach expected levels, (3) we may not always have access to capital that our businesses or growth plans may require, (4) any companies we acquire could have undiscovered liabilities, may strain our management capabilities or may be difficult to integrate, (5) rates we can charge and time utilization we can achieve may be less than anticipated, (6) costs we incur may be more than anticipated, including by having expected savings not be realized in the amounts or time frames we have planned, (7) competition in our industry for talented employees is intense, which can affect our employee costs and retention rates, (8) we have and expect to incur additional significant leverage in connection with the announced share repurchase transactions, which leverage requires us to use a substantial portion of our cash flow for debt service and will constrain our flexibility in responding to unanticipated or adverse business conditions, (9) we are subject to an ongoing inquiry by the SEC, and there can be no assurance as to its outcome, or any other potential consequences thereof for us, (10) we are subject to purported class action lawsuits and derivative actions filed in light of the SEC inquiry and additional purported class action lawsuits relating to the terminated merger transaction with Cerberus affiliates, and there can be no assurance as to their outcome or any other potential consequences thereof for us, and (11) we may incur additional significant costs and expenses (including indemnification obligations) in connection with the SEC inquiry, the purported class action lawsuits and derivative actions referenced above, the U.S. Attorney’s Office inquiry, or other litigation, regulatory or investigatory matters, related to the foregoing or otherwise. For a fuller description of these and other possible uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2007, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

Tender Offer Statement

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any shares. The full details of any tender offer, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal and related materials, which will be mailed to stockholders promptly following commencement of the offer. Stockholders should read carefully the offer to purchase, the letter of transmittal and other related materials when they are available because they will contain important information. Stockholders may obtain free copies, when available, of the offer to purchase, the letter of transmittal and other related materials that will be filed by the company with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. When available, stockholders also may obtain a copy of these documents, free of charge, from the company’s information agent to be appointed in connection with the offer. 

# # #

Contact:
Hyde Park Financial Communications
Fred Bratman
203-618-7318
Cell: 917-847-4507
fbratman@hydeparkfin.com

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