Form 8-K

8-K — UNITED RENTALS, INC.

Accession: 0001104659-26-120211

Filed: 2026-10-29

Period: 2026-10-23

CIK: 0001067701

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2628016d6_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2628016d6_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2628016d6_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2628016d6_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2628016d6_ex5-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2628016d6_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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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):

October 23, 2026

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

86-0933835

(State

or other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS

Employer Identification No.)

100 First Stamford Place, Suite 700

Stamford, Connecticut

06902

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s telephone number, including

area code: (203) 622-3131

(Former name or former address if changed since

last report.)

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:

¨ Written

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

¨ Soliciting

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

¨ Pre-commencement

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ¨

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which

registered

Common Stock, $0.01 par value

URI

NYSE

Co-Registrant CIK

0001047166

Co-Registrant Amendment Flag

false

Co-Registrant Form Type

8-K

Co-Registrant DocumentPeriodEndDate

2026-10-23

Co-Registrant Written Communications

false

Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

false

Emerging growth company

false

Item 1.01 Entry into a Material Definitive Agreement.

$700,000,000 aggregate principal amount of 5.550% Senior Notes

due 2029, $800,000,000 aggregate principal amount of 5.750% Senior Notes due 2031 and $1,000,000,000 aggregate principal amount of 6.200%

Senior Notes due 2036

On October 29, 2026, United Rentals (North America),

Inc. (“URNA”) completed an offering of (i) $700,000,000 aggregate principal amount of its 5.550% Senior Notes due 2029 (the

“2029 Notes”), (ii) $800,000,000 aggregate principal amount of its 5.750% Senior Notes due 2031 (the “2031 Notes”)

and (iii) $1,000,000,000 aggregate principal amount of its 6.200% Senior Notes due 2036 (the “2036 Notes” and, together with

the 2029 Notes and the 2031 Notes, the “Notes”). The Notes were sold pursuant to United Rentals, Inc. (“URI”)

and URNA’s shelf registration statement on Form S-3 (File No. 333-299595) (the “Registration Statement”) previously

filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, as supplemented

by the final prospectus supplement, dated as of October 26, 2026, and filed with the SEC on October 27, 2026.

The Notes were issued pursuant to an indenture,

dated as of October 29, 2026 (the “Base Indenture”), and a first supplemental indenture, dated as of October 29, 2026 (the

“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among URNA, URI and Truist Bank,

as trustee.

The 2029 Notes mature on October 15, 2029 and bear

interest at a rate of 5.550% per year payable semi-annually in cash in arrears on April 15 and October 15 of each year. The 2031 Notes

mature on October 15, 2031 and bear interest at a rate of 5.750% per year payable semi-annually in cash in arrears on April 15 and October

15 of each year. The 2036 Notes mature on October 15, 2036 and bear interest at a rate of 6.200% per year payable semi-annually in cash

in arrears on April 15 and October 15 of each year. The first interest payment on each series of Notes will be made on April 15, 2027.

The Notes are senior unsecured obligations of URNA

and rank equally in right of payment with all of its existing and future senior indebtedness, effectively junior to any of its existing

and future secured indebtedness to the extent of the value of the assets securing such indebtedness and senior in right of payment to

any of its existing and future subordinated indebtedness.

The Notes are not guaranteed by any of URNA’s

subsidiaries and are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables,

of URNA’s subsidiaries.

The Notes are guaranteed on a senior unsecured

basis by URI. The guarantee is a senior unsecured obligation of URI and ranks equally in right of payment with all of URI’s existing

and future senior indebtedness, effectively junior to any of URI’s existing and future secured indebtedness to the extent of the

value of the assets securing such indebtedness and senior in right of payment to any of URI’s existing and future subordinated indebtedness.

The guarantee will be structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables,

of URI’s subsidiaries (other than URNA).

Prior to September 15, 2029 for the 2029 Notes,

prior to September 15, 2031 for the 2031 Notes and prior to July 15, 2036 for the 2036 Notes (each such date, a “Par Call Date”),

URNA may redeem the relevant series of Notes at its option, in whole or in part, at any time and from time to time, at a redemption price

equal to 100% of the aggregate principal amount of the relevant series of Notes to be redeemed, plus a “make-whole” premium

and accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after the applicable Par Call Date, URNA may redeem

the Notes of the relevant series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal

amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

If a Change of Control Triggering Event occurs

with respect to a series of Notes, URNA will be required, subject to certain exceptions, to offer to repurchase the Notes of that series

at a price of 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. A Change

of Control Triggering Event requires both a Change of Control and a Rating Event, each as defined in the Indenture.

The Indenture governing the Notes contains certain

covenants applicable to URI and its subsidiaries, including limitations on liens, sale-leaseback transactions and mergers, consolidations

and sale of assets. Each of these covenants is subject to important exceptions and qualifications.

The Indenture provides for customary events of

default, including the following (subject to any applicable cure period): nonpayment, breach of covenants in the Indenture, acceleration

of certain other indebtedness, certain events of bankruptcy, insolvency and reorganization. If an event of default with respect to a series

of Notes occurs and is continuing, the trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes of that

series may declare the principal of and accrued and unpaid interest on the Notes of that series to be due and payable immediately. In

the case of certain events of bankruptcy, insolvency or reorganization, those amounts will become due and payable automatically.

URNA received approximately $2.476 billion in net

proceeds from the sale of the Notes, after underwriting discounts and commissions and payment of estimated fees and expenses. URNA used

the net proceeds from the sale of the Notes (i) to repay in full the $975 million aggregate principal amount of term loans outstanding

under that certain Credit and Guaranty Agreement, dated as of October 31, 2018, as amended and restated as of February 14, 2024 and as

further amended by Amendment No. 1 to the Amended and Restated Credit and Guaranty Agreement, dated as of August 7, 2025, among URNA,

as borrower, URI, certain of its subsidiaries as the guarantors party thereto, the lenders party thereto from time to time and Bank of

America, N.A., as agent (the “Term Loan Facility”) and (ii) for general corporate purposes, including to reduce borrowings

under the Fifth Amended and Restated Credit Agreement (as defined below).

The description above is qualified in its entirety

by reference to the Base Indenture and Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current

Report on Form 8-K and are incorporated by reference into this Item 1.01.

Amendment to Fifth Amended and Restated Credit Agreement

On October 23, 2026, URNA entered into an amendment

(the “Amendment”) to the Fifth Amended and Restated Credit Agreement, dated as of July 10, 2025 (the “Fifth Amended

and Restated Credit Agreement”), among URI, URNA, the other borrowers party thereto, the other guarantors party thereto, the financial

institutions party thereto from time to time and Bank of America, N.A., as agent for the lenders (in such capacity, the “Agent”)

that, among other things, provides that any domestic wholly-owned subsidiary of URI or URNA is required to become a subsidiary guarantor

under the Fifth Amended and Restated Credit Agreement only if it incurs or guarantees indebtedness in the form of capital markets debt

securities or term loans in excess of $300,000,000 and that the existing U.S. subsidiary guarantors shall be automatically released from

their obligations as guarantors thereunder if they cease to guarantee, or be an obligor under, any such debt in excess of such threshold

(such release, the “ABL Guarantor Release”). The Amendment also increases the $15,000,000 sub-limit for European swingline

loans to $40,000,000.

Each of the indentures governing URNA’s senior

secured and unsecured notes (collectively, the “Existing Notes”) provides that during any period when the relevant notes are

rated investment grade by certain rating agencies as specified in the applicable indenture, as long as at such time no default under such

indenture has occurred and is continuing, URNA may request the release of all subsidiary guarantees in favor of such notes and, in the

case of the indentures governing senior secured notes, the release of all of the collateral securing such notes. On October 9, 2026, URNA

received an investment grade rating for each series of the Existing Notes from S&P Global Ratings, and on October 23, 2026, URNA received

an investment grade rating for each series of the Existing Notes from Moody’s Investors Service, Inc.

On October 23, 2026, the liens on the collateral

securing URNA’s secured Existing Notes, and the guarantees by URNA’s subsidiaries of those notes and URNA’s unsecured

Existing Notes, were released in accordance with the terms of the applicable indentures and related security documents (the “Existing

Notes Collateral and Existing Notes Subsidiary Guarantee Release”). Following these releases, the Existing Notes are senior unsecured

obligations of URNA, are no longer guaranteed by any of URNA’s subsidiaries and continue to be guaranteed on a senior unsecured

basis by URI.

As a result of the Existing Notes Collateral and

Existing Notes Subsidiary Guarantee Release on October 23, 2026, and the repayment in full of the indebtedness outstanding under the Term

Loan Facility on October 29, 2026, the ABL Guarantor Release occurred on October 29, 2026. Upon the ABL Guarantor Release, the related

liens on the relevant subsidiaries’ assets were released. The obligations under the Fifth Amended and Restated Credit Agreement remain

senior secured obligations of URI and URNA.

The description above is qualified in its entirety

by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into

this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement.

October 29, 2026, URNA repaid all of its outstanding obligations under the Term Loan Facility using

a portion of the net proceeds from the Notes.

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

Information set forth in Item 1.01 above is incorporated

by reference into this Item 2.03.

Item 8.01 Other Events.

Underwriting Agreement

In connection with the Notes offering, on October

26, 2026, URNA and URI, as guarantor, entered into an underwriting agreement with J.P. Morgan Securities LLC, BofA Securities, Inc. and

Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (the “Representatives”), relating

to the sale of the Notes (the “Underwriting Agreement”). A copy of the Underwriting Agreement is attached hereto as Exhibit

1.1 and is incorporated herein by reference.

Also in connection with the Notes offering, URI

and URNA are filing an opinion of their outside counsel, Sullivan & Cromwell LLP, regarding the validity of the Notes and URI’s

guarantees thereof as Exhibit 5.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

URI and URNA hereby incorporate Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 4.5,

5.1 and 23.1 into the Registration Statement.

Exhibits

Exhibit 1.1

Underwriting Agreement for the Notes, dated as of October 26, 2026, among URNA, URI and the Representatives.

Exhibit 4.1

Indenture, dated as of October 29, 2026, among URNA, URI and Truist Bank, as trustee.

Exhibit 4.2

First Supplemental Indenture for the Notes, dated as of October 29, 2026, among URNA, URI and Truist Bank, as trustee (including the Forms of Note for the Notes).

Exhibit 4.3

Form of Note for URNA’s 5.550% Senior Notes due 2029 (contained in Exhibit 4.2).

Exhibit 4.4

Form of Note for URNA’s 5.750% Senior Notes due 2031 (contained in Exhibit 4.2).

Exhibit 4.5

Form of Note for URNA’s 6.200% Senior Notes due 2036 (contained in Exhibit 4.2).

Exhibit 5.1

Opinion of Sullivan & Cromwell LLP relating to the Notes and URI’s guarantees thereof.

Exhibit 10.1

Amendment No. 1 to the Fifth Amended and Restated Credit Agreement, dated as of October 23, 2026, by and among URNA, the financial institutions party thereto and the Agent.

Exhibit 23.1

Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

Date: October 29, 2026

UNITED RENTALS, INC.

By:

/s/ Joli L. Gross

Name:

Joli L. Gross

Title:

Senior Vice President, Chief Legal and Sustainability Officer, and Corporate Secretary

UNITED RENTALS (NORTH AMERICA), INC.

By:

/s/ Joli L. Gross

Name:

Joli L. Gross

Title:

Senior Vice President, Chief Legal and Sustainability Officer, and Corporate Secretary

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2628016d6_ex1-1.htm · Sequence: 2

Exhibit 1.1

EXECUTION VERSION

UNITED RENTALS (NORTH AMERICA), INC.

$700,000,000

5.550% SENIOR NOTES DUE 2029

$800,000,000

5.750% SENIOR NOTES DUE 2031

$1,000,000,000

6.200% SENIOR NOTES DUE 2036

UNDERWRITING AGREEMENT

October 26, 2026

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

As Representatives of the Several Underwriters

Ladies and Gentlemen:

1.       Introductory.

United Rentals (North America), Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters

named in Schedule A hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”)

to issue and sell to the several Underwriters $700,000,000 principal amount of its 5.550% Senior Notes due 2029 (the “2029 Notes”),

$800,000,000 principal amount of its 5.750% Senior Notes due 2031 (the “2031 Notes”) and $1,000,000,000 principal amount

of its 6.200% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Notes”).

The Notes will be fully and unconditionally guaranteed (the “Guarantee”) on a senior unsecured basis by United Rentals,

Inc., a Delaware corporation and parent of the Company (the “Guarantor”). The Notes will be issued under an indenture,

to be dated as of October 29, 2026 (the “Base Indenture”), as supplemented by the First Supplemental Indenture to be

dated as of October 29, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),

among the Company, the Guarantor and Truist Bank, as trustee (the “Trustee”). The Notes and the Guarantee are together

referred to as the “Offered Securities.”

This Agreement, the Indenture

and the Offered Securities are referred to herein as the “Operative Documents.”

For purposes of this Underwriting

Agreement (this “Agreement”):

“430B Information”

means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively

deemed to be a part of the Registration Statement pursuant to Rule 430B(f).

“430C Information”

means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.

“Act” means

the Securities Act of 1933, as amended.

“Applicable

Time” means 4:25 P.M. New York City time on the date of this Agreement.

“Commission”

means the Securities and Exchange Commission.

“Effective Time”

of the Registration Statement relating to the Offered Securities means the time of the first contract of sale for the Offered Securities.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Final Prospectus”

means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final terms of the Offered Securities

and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer

Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors,

as evidenced by its being so specified in Schedule B to this Agreement.

“Issuer Free Writing

Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities

in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s

records pursuant to Rule 433(g).

“Limited Use Issuer

Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

“Rules and Regulations”

means the rules and regulations of the Commission.

“Securities Laws”

means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Act, the Exchange Act, the Trust Indenture

Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers”

(as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and the rules of the New York

Stock Exchange (“Exchange Rules”).

“Significant Subsidiary”

of any person means a subsidiary of such person which would be a significant subsidiary of such person as determined in accordance with

the definition in Rule 1-02(w) of Article 1 of Regulation S-X promulgated by the Commission and as in effect on the Closing

Date.

“Statutory Prospectus”

with reference to any particular time means the prospectus relating to the Offered Securities that is included in the Registration Statement

immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration Statement. For

purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual

time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.

“Trust Indenture

Act” means the Trust Indenture Act of 1939, as amended.

Unless otherwise specified,

a reference to a “rule” is to the indicated rule under the Act.

The Company and the Guarantor

jointly and severally agree with the several Underwriters as follows:

2.       Representations

and Warranties of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to, and

agree with, the several Underwriters that:

(a)       The

Company has filed with the Commission a registration statement on Form S-3 (No. 333-299595), including a related prospectus or

prospectuses, covering the registration of the Offered Securities under the Act, which became effective upon filing. “Registration

Statement” at any particular time means such registration statement in the form then filed with the Commission, including any

further amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect

to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without

reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall

be considered to be included in the Registration Statement as of the time specified in Rule 430B. No stop order suspending the effectiveness

of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the

Registration Statement, any Preliminary Prospectus or the Final Prospectus, and no proceedings for such purpose have been instituted or

are pending or, to the knowledge of the Company or the Guarantor, are contemplated or threatened by the Commission.

(b)        (i)

At the time the Registration Statement initially became effective, (ii) at the time of each amendment thereto for the purposes of complying

with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (iii) at the time the

Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered

Securities in reliance on the exemption of Rule 163 and (iv) at the Effective Time relating to the Offered Securities, the Company was

a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined

in Rule 405.

At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying

with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or form of prospectus), (C) at the Effective

Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all respects

to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading

and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final

Prospectus will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will

not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make

the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not

apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter

through the Representatives specifically for use therein, it being understood and agreed that the only such information will be described

in a separate letter agreement between the parties hereto.

(d)       The

date of this Agreement is not more than three years subsequent to the initial effective time of the Registration Statement. If, immediately

prior to the third anniversary of the initial effective time of the Registration Statement, any of the Offered Securities remain unsold

by the Underwriters, the Company will prior to that third anniversary file, if it has not already done so, a new shelf registration statement

relating to the Offered Securities, in a form satisfactory to the Representatives, and if such registration statement is not automatically

effective will use its best efforts to cause such registration statement to be declared effective within 180 days after that third anniversary,

and will take all other action necessary or appropriate to permit the public offering and sale of the Offered Securities to continue as

contemplated in the expired registration statement relating to the Offered Securities. References herein to the Registration Statement

shall include such new shelf registration statement.

(e)       As

of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the

preliminary prospectus supplement, dated October 23, 2026, including the base prospectus, dated October 23, 2026 (such preliminary

prospectus supplement, together with the base prospectus, the “Preliminary Prospectus”) (which is the most recent Statutory

Prospectus distributed to investors generally), and the other information, if any, stated in Schedule B to this Agreement to be included

in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii)

any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any

untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from

any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to

the Company by any Underwriter through the Representatives specifically for use therein; it being understood and agreed that the only

such information will be described in a separate letter agreement between the parties hereto.

(f)       Each

Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of

the Offered Securities or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence,

did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained

in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event

or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained

in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event

or development, would include an untrue statement of a material fact or would 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, (i) the Company has promptly notified

or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer

Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(g)       Each

of the Guarantor, the Company and each Significant Subsidiary of the Guarantor has been duly incorporated or organized, as applicable,

and is an existing corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which

it is chartered or organized, with power and authority (corporate or limited liability company, as applicable, and other) to own its properties

and conduct its business as described in the General Disclosure Package and to enter into and perform its obligations under each of the

Operative Documents, to the extent a party thereto; and each of the Guarantor, the Company and each Significant Subsidiary of the Guarantor

is duly qualified to do business as a foreign corporation or limited liability company, as applicable, in good standing in all other jurisdictions

in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure so to

qualify or to be in good standing would not reasonably be expected to result in a material adverse effect on the condition (financial

or other), business, properties, results of operations or prospects of the Guarantor and its subsidiaries taken as a whole (a “Material

Adverse Effect”).

(h)       All

of the issued and outstanding capital stock or limited liability company interests, as applicable, of each of the Guarantor, the Company

and each Significant Subsidiary of the Guarantor has been duly authorized and validly issued and, in the case of capital stock, is fully

paid and nonassessable; the capital stock or limited liability company interests, as applicable, of the Company and each Significant Subsidiary

of the Guarantor is owned by the Guarantor, directly or indirectly, free from liens, encumbrances and defects, except Permitted Liens,

as defined in the General Disclosure Package (“Permitted Liens”).

(i)       The

Notes have been duly authorized by the Company; the Guarantee has been duly authorized by the Guarantor; the Indenture has been duly authorized

by the Company and the Guarantor and has been duly qualified under the Trust Indenture Act; on the Closing Date, each of the Base Indenture

and the First Supplemental Indenture will have been duly executed and delivered, and, when the Offered Securities are delivered and paid

for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered,

will conform in all material respects to the description thereof in the General Disclosure Package and will conform in all material respects

to the description thereof contained in the Final Prospectus, and the Indenture and such Offered Securities will constitute valid and

legally binding obligations of the Company and the Guarantor, enforceable in accordance with their terms, subject to bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights

and to general equity principles.

(j)       This

Agreement (i) has been duly authorized, executed and delivered by the Company and the Guarantor and (ii) conforms in all material respects

to the description thereof contained in the General Disclosure Package.

(k)       No

consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the Guarantor’s

or the Company’s (i) execution, delivery and performance of the Operative Documents, to the extent a party thereto, (ii) issuance

and delivery of the Offered Securities or (iii) consummation of the transactions contemplated hereby and thereby.

(l)       Neither

the Guarantor nor any of its Significant Subsidiaries is in (i) violation of its respective charter, by-laws or other constitutive documents

or (ii) default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage,

lease or other agreement or instrument that is material to the Guarantor and its subsidiaries, taken as a whole, to which the Guarantor

or any of its Significant Subsidiaries is a party or by which the Guarantor or any of its Significant Subsidiaries or any of their respective

properties is bound, except for any default that would not reasonably be expected to have a Material Adverse Effect.

(m)       The

execution, delivery and performance of each of the Operative Documents, the issuance and delivery of the Offered Securities and the consummation

of the transactions contemplated hereby and thereby, including without limitation the issuance and sale of the Offered Securities and

compliance with the terms and provisions thereof, will not result in a breach or violation of (i) any of the terms and provisions of,

or constitute a default under or pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court,

domestic or foreign, having jurisdiction over the Guarantor or any Significant Subsidiary of the Guarantor or any of their respective

properties, or any agreement or instrument to which the Guarantor or any such Significant Subsidiary is a party or by which the Guarantor

or any such Significant Subsidiary is bound or to which any of the properties of the Guarantor or any such Significant Subsidiary is subject,

in each case, except as would not reasonably be expected to have a Material Adverse Effect or (ii) the charter or by-laws or similar organizational

documents of the Guarantor or any such Significant Subsidiary.

(n)       The

Guarantor and its Significant Subsidiaries have good and marketable title to all real property described in the General Disclosure Package

as owned by the Guarantor and its Significant Subsidiaries and good title to all other properties described in the General Disclosure

Package as owned by them, in each case, free and clear as of the Closing Date of all mortgages, pledges, liens, security interests, claims,

restrictions or encumbrances of any kind except such as (i) are Permitted Liens or (ii) do not individually or in the aggregate materially

interfere with the use made and proposed to be made of such property by the Guarantor or any of its Significant Subsidiaries; and all

of the leases and subleases material to the business of the Guarantor and its subsidiaries, taken as a whole, and under which the Guarantor

or any of its Significant Subsidiaries holds properties described in the General Disclosure Package, are in full force and effect, and

neither the Guarantor nor any such Significant Subsidiary has any notice of any material claim of any sort that has been asserted by anyone

adverse to the rights of the Guarantor or any such Significant Subsidiary under any of the leases or subleases mentioned above, or affecting

or questioning the rights of the Guarantor or such Significant Subsidiary to the continued possession of the leased or subleased premises

under any such lease or sublease that would reasonably be expected to result in a Material Adverse Effect.

(o)       The

Guarantor and its Significant Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies

or bodies necessary to conduct the business now operated by them, except where the lack thereof would not reasonably be expected to have

a Material Adverse Effect; and the Guarantor and its Significant Subsidiaries have not received any notice of proceedings relating to

the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Guarantor or any of its

Significant Subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(p)       No

labor dispute with the employees of the Guarantor or any of its Significant Subsidiaries exists or, to the knowledge of the Company or

the Guarantor, is imminent that would individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

(q)       The

Guarantor and its Significant Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other

rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual

property rights”) necessary to conduct the businesses now operated by them, or presently employed by them (except where the

lack thereof would not reasonably be expected to have a Material Adverse Effect), and have not received any notice of infringement of,

or conflict with, asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Guarantor

or any of its Significant Subsidiaries, would individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

(r)       Except

as disclosed in the General Disclosure Package, neither the Guarantor nor any of its Significant Subsidiaries (i) is in violation of any

statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the

use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure

to hazardous or toxic substances (collectively, “environmental laws”), (ii) owns or operates any real property contaminated

with any substance that could be expected to require remediation or result in liability pursuant to any environmental laws, (iii) is liable

for any off-site disposal or contamination pursuant to any environmental laws, or (iv) is subject to any claim relating to any environmental

laws, which violation, contamination, liability or claim would individually or in the aggregate reasonably be expected to have a Material

Adverse Effect; and neither the Company nor the Guarantor is aware of any pending investigation which would reasonably be expected to

lead to such a claim.

(s)       To

the knowledge of the Company or the Guarantor, there are no costs or liabilities associated with environmental laws (including, without

limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with environmental laws or

any certificates, authorities or permits, any related constraints on operating activities and any potential liabilities to third parties)

which would individually or in the aggregate be reasonably expected to have a Material Adverse Effect.

(t)       Except

as disclosed in the General Disclosure Package, there are no pending actions, suits or proceedings against or affecting the Guarantor,

any of its Significant Subsidiaries or any of their respective properties that, if determined adversely to the Guarantor or any of its

Significant Subsidiaries, would individually or in the aggregate reasonably be expected to have a Material Adverse Effect, or would materially

and adversely affect the ability of the Company or the Guarantor to perform their obligations under the Operative Documents, to the extent

a party thereto, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings

are, to the knowledge of the Company and the Guarantor, threatened or contemplated.

(u)       The

accountant, Ernst & Young LLP, that has certified the financial statements and supporting schedules of the Guarantor included or incorporated

by reference in the General Disclosure Package and the Final Prospectus is a registered public accounting firm and an independent public

accountant with respect to the Guarantor and the Company, as required by the Act and the Exchange Act. The historical financial statements,

together with related schedules and notes, set forth or incorporated by reference in the General Disclosure Package and Final Prospectus

comply as to form in all material respects with the accounting requirements of the Act and the related published Rules and Regulations.

(v)       The

interactive data in eXtensible Business Reporting Language of the Guarantor included or incorporated by reference in the General Disclosure

Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance

with the Commission’s rules and guidelines applicable thereto.

(w)       The

historical financial statements of the Guarantor, together with related schedules and notes forming part of the General Disclosure Package,

present fairly the consolidated financial position, results of operations and changes in financial position of the Guarantor and its subsidiaries

on the basis stated in the General Disclosure Package at the respective dates or for the respective periods to which they apply; such

statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles in the United

States consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information

and data with respect to the Guarantor and its subsidiaries set forth in the General Disclosure Package are, in all material respects,

accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Guarantor.

(x)       At

September 30, 2026, on a consolidated basis, the Guarantor had and, after giving effect to the adjustments described therein, would have

an outstanding capitalization as set forth in the General Disclosure Package and the Final Prospectus under the “Actual” and

“As Adjusted” columns, respectively, under the caption “Capitalization.”

(y)       Since

the date of the latest audited financial statements included or incorporated by reference in the General Disclosure Package, there has

been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial

or other), business, properties, results of operations or prospects of the Guarantor and its subsidiaries, taken as a whole.

(z)       Neither

the Company nor the Guarantor is an open-end investment company, unit investment trust or face-amount certificate company that is or is

required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”);

and neither the Company nor the Guarantor is and, after giving effect to the offering and sale of the Offered Securities and the application

of the proceeds thereof as described in the General Disclosure Package, will be an “investment company” as defined in the

Investment Company Act.

(aa)       On

the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act, and the Rules and

Regulations applicable to an indenture which is qualified thereunder.

(bb)       There

are no contracts, agreements or understandings between the Company or the Guarantor and any person granting such person the right to require

the Company or the Guarantor to file a registration statement under the Act with respect to any securities of the Company or the Guarantor

or to require the Company or the Guarantor to include such securities with the Offered Securities registered pursuant to any Registration

Statement, except for agreements pursuant to which the Guarantor or the Company has already filed a registration statement covering all

the securities entitled to registration thereunder.

(cc)       Neither

the Guarantor nor any of its subsidiaries or any agent thereof acting on the behalf of them has taken, and none of them will take, any

action that might cause this Agreement or the issuance or sale of the Offered Securities to violate Regulation T (12 C.F.R. Part 220),

Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.

(dd)       No

“nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) under the Exchange Act,

except as disclosed in the General Disclosure Package, has indicated to the Company or the Guarantor that it is considering (A) the downgrading,

suspension, or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any

rating assigned to the Company, the Guarantor or any securities of the Company or the Guarantor or (B) any change in the outlook for any

rating of the Company, the Guarantor or any securities of the Company or the Guarantor.

(ee)       Each

certificate signed by any officer of the Company or the Guarantor and delivered to the Underwriters or counsel for the Underwriters shall

be deemed to be a representation and warranty by the Company or the Guarantor, as applicable, to the Underwriters as to the matters covered

thereby.

(ff)       Neither

the Guarantor nor any of its subsidiaries or affiliates, nor any director, officer, or employee, nor, to the Company’s and the Guarantor’s

knowledge, any agent or representative of the Guarantor or of any of its subsidiaries or affiliates, has taken or will take any action

in furtherance of an unlawful offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property,

gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of

a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity

for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official

action or secure an improper advantage; and the Guarantor and its subsidiaries and affiliates have conducted their businesses in compliance

with applicable anti-corruption laws and have instituted and maintained and will continue to maintain, policies and procedures designed

to promote and achieve compliance with such laws.

(gg)       The

operations of the Guarantor and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial

recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening

America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable

anti-money laundering statutes of jurisdictions where the Guarantor and each of its subsidiaries conduct business, the rules and regulations

thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,

the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Guarantor or any of its subsidiaries with respect to the Anti-Money Laundering Laws

is pending or, to the best knowledge of the Company and the Guarantor, threatened.

(hh)       (i)

Neither the Guarantor nor any of its subsidiaries or, to the knowledge of the Company and the Guarantor or any of its subsidiaries, any

director, officer, employee, agent, affiliate or representative of the Guarantor or any of its subsidiaries, is an individual or entity

that is, or is owned or controlled by an individual or entity that is:

(A)       the

subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United

Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”),

(B)       located,

organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea,

the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-Ukrainian government controlled

areas of the Kherson and Zaporizhzhia regions of Ukraine, or any other Covered Region of Ukraine identified pursuant to Executive Order

14065 and the Crimea region of Ukraine).

(ii)       The

Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds

to any subsidiary, joint venture partner or other individual or entity:

(A)       to

fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the time of

such funding or facilitation, is the subject of Sanctions; or

(B)       in

any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating

in the offering, whether as underwriter, advisor, investor or otherwise).

(iii)       Neither

the Guarantor nor any of its subsidiaries has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions

with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of

Sanctions.

(ii)       There

are no contracts, agreements or understandings between the Company or the Guarantor and any person (other than the Underwriters) that

would give rise to a valid claim against the Company, the Guarantor or, to the knowledge of the Company and the Guarantor, any Underwriter

for a brokerage commission, finder’s fee or other like payment in connection with the offering and sale of the Offered Securities.

(jj)       Neither

the Company nor the Guarantor has taken, directly or indirectly, any action that is designed to or that has constituted or that would

reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company or the Guarantor

to facilitate the sale or resale of the Offered Securities.

(kk)     The

Guarantor, its subsidiaries and the Guarantor’s Board of Directors (the “Board”) are in compliance in all material

respects with Sarbanes-Oxley and all applicable Exchange Rules. The Guarantor maintains a system of internal controls, including, but

not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit

function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities

Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general

or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with

generally accepted accounting principles in the United States and to maintain accountability for assets, (iii) access to assets is permitted

only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls

are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Guarantor

has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 90 days the Guarantor does not reasonably

expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal

Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure

to comply with, the Securities Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse

Effect.

(ll)       Except as would not

reasonably be expected to have a Material Adverse Effect, (a) the Guarantor’s and its Significant Subsidiaries’ information

technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively,

“IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business

of the Guarantor and its subsidiaries as currently conducted, and (b) IT Systems are free and clear of all bugs, errors, defects, Trojan

horses, time bombs, malware and other corruptants. Except as would not reasonably be expected to have a Material Adverse Effect, (i) the

Guarantor and its Significant Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and

safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of

all material IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal

Data”)) used in connection with their businesses, and (ii) there have been no breaches, violations, outages or unauthorized

uses of or accesses to same, except for those that have been remedied without material cost or liability, nor any incidents under internal

review or investigations relating to the same. Except as would not reasonably be expected to have a Material Adverse Effect, the Guarantor

and its Significant Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and

regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating

to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized

use, access, misappropriation or modification.

Each of the Company and the

Guarantor acknowledges that the Underwriters and, for purposes of the opinions to be delivered to the Underwriters pursuant to this Agreement,

counsel to the Company and the Guarantor and counsel to the Underwriters will rely upon the accuracy and truth of the foregoing representations

and hereby consents to such reliance.

3.        Purchase,

Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and

conditions set forth herein, the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly,

to purchase from the Company the respective principal amounts of Offered Securities set forth opposite the names of the Underwriters

in Schedule A hereto, at a purchase price of (i) in the case of the 2029 Notes, 99.522% of the principal amount thereof, (ii) in the case

of the 2031 Notes, 99.284% of the principal amount thereof and (iii) in the case of the 2036 Notes, 99.060% of the principal amount thereof,

in each case plus accrued interest, if any, from October 29, 2026, to the Closing Date.

The

Company will deliver against payment of the purchase price the Offered Securities of each series in the form of permanent Global Securities

in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company

(“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global

Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package.

Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank

acceptable to the Representatives on October 29, 2026, or at such other time not later than seven full business days thereafter as the

Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery

to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities at the office of Cravath, Swaine

& Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, NY 10001 at 10:00 A.M. (New York time) on such date. Time shall be of

the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

4.       Offering

by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public

as set forth in the Final Prospectus.

5.       Certain

Agreements of the Company. The Company agrees with the several Underwriters that:

(a)       The

Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2)

(or, if applicable, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the

execution and delivery of this Agreement. The Company has complied and will comply with Rule 433.

(b)       The

Company will promptly advise the Representatives of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus

at any time and will offer the Representatives a reasonable opportunity to comment on any such amendment or supplement; and the Company

will also advise the Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission

or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information,

(iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any

proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification

of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company

will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to

obtain as soon as possible the withdrawal thereof.

Company will advise the Representatives promptly of any proposal to amend or supplement the Preliminary Prospectus or Final Prospectus

and will not effect such amendment or supplementation without the Representatives’ consent, which shall not be unreasonably withheld.

If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be

delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus, as then amended or supplemented,

would include an untrue statement of a material fact or would omit to state any material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the

Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will notify the Representatives

of such event and promptly will prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers

and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or

an amendment which will effect such compliance. Neither the Representatives’ consent to, nor the Underwriters’ delivery of,

any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

(d)       As

soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make generally available to its

securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying

the provisions of Section 11(a) of the Act and Rule 158.

(e)       The

Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectus, the

Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the

Representatives may from time to time reasonably request. The Company will pay the expenses of printing and distributing to the

Underwriters all such documents.

(f)       The

Company will promptly from time to time take such action as any Underwriter may reasonably request to arrange for the qualification of

the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the

United States and Canada as any Underwriter designates and will continue such qualifications in effect so long as required for the distribution;

provided, however, that neither the Company nor the Guarantor will be required to qualify as a foreign corporation

or to file a general consent to service of process in any such state or province.

(g)        [Reserved.]

(h)       The

Company will pay all expenses incidental to the performance of its obligations under the Operative Documents, including (i) the fees and

expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging

and delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Preliminary

Prospectus, any other documents comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and supplements

thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) any expenses (including

fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such

jurisdictions in the United States and Canada as any Underwriter designates and the printing of memoranda relating thereto; (iv) any fees

charged by investment rating agencies for the rating of the Offered Securities; (v) expenses incurred in distributing the Preliminary

Prospectus, any other documents comprising any part of the General Disclosure Package and the Final Prospectus (including any amendment

and supplements thereto) to the Underwriters; (vi) costs and expenses related to the review, if any, by the Financial Industry Regulatory

Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for

the Underwriters relating to such review); and (vii) all travel expenses of the Company’s officers and employees and any

other expenses of the Company in connection with attending meetings with prospective purchasers of the Offered Securities. It is understood

that, except as provided in this Section and in Sections 9 and 12 hereof, the Underwriters will pay for all travel expenses of the Underwriters’

employees and any other out-of-pocket expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers

of the Offered Securities, the fees of their counsel, transfer taxes on the resale of any of the Offered Securities by them and any advertising

expenses connected with any offers they make.

(i)       The

Company will use the net proceeds received in connection with this offering in the manner described in the “Use of Proceeds”

section of the Final Prospectus and, except as disclosed in the Final Prospectus in compliance with Rule 5121 of the rules of FINRA, the

Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed

to any Underwriter or any affiliate of any Underwriter.

(j)       The

Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to

cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the

Offered Securities.

(k)       From

the date hereof through and including the Closing Date, the Guarantor will not and will not permit any of its subsidiaries to, without

the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly

or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position”

within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file

any registration statement under the Act in respect of, any United States dollar-denominated debt securities (other than the Offered Securities)

that are substantially similar to the Offered Securities and are issued or guaranteed by the Company or guaranteed by the Guarantor, and

having a maturity of more than one year from the date of issue.

(l)       The

Company will obtain the approval of DTC for “book-entry” transfer of the Offered Securities, and will comply with all of its

agreements set forth in the representation letters of the Company and the Guarantor to DTC relating to the approval of the Offered Securities

by DTC for “book-entry” transfer.

(m)       The

Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement

by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Offered Securities.

6.       Free

Writing Prospectuses. (a) The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and

each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made

and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would

otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.

Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted

Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing

Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements

of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending

and record keeping.

(b)       The

Company will prepare a final term sheet relating to the Offered Securities, containing only information that describes the final terms

of the Offered Securities and otherwise in a form consented to by the Representatives, and will file such final term sheet within the

period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the

Offered Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for

purposes of this Agreement. The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (i)(x)

information describing the preliminary terms of the Offered Securities or their offering or (y) information that describes the final terms

of the Offered Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence

of this subsection or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood

that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes

of this Agreement.

7.       Conditions

of the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Offered Securities

as provided herein on the Closing Date are subject to the satisfaction or waiver, as determined by the Representatives in their sole discretion,

of the following conditions precedent on or prior to the Closing Date:

(a)       Subsequent

to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred:

(i)       any

downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that

does not indicate the direction of the possible change, in the rating accorded the Guarantor or the Company or any of the securities of

the Guarantor, the Company or any of their respective subsidiaries or in the rating outlook for the Guarantor or the Company or any of

the securities of the Guarantor or the Company by any “nationally recognized statistical rating organization,” as such term

is defined in Section 3(a)(62) under the Exchange Act; and

(ii)       any

change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results

of operations of the Guarantor and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package as of the

date of this Agreement that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the

Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities on the terms and in

the manner contemplated in the General Disclosure Package or the Final Prospectus.

(b)       The

representations and warranties of the Company and the Guarantor contained in this Agreement shall be true and correct on and as of the

Applicable Time and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the officers of the Company

and the Guarantor made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and

as of the date made and on and as of the Closing Date; the Company and the Guarantor shall have performed all covenants and agreements

and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date.

Underwriters shall have received on the Closing Date certificates, dated the Closing Date, signed by the President, Senior Vice President

or any Vice President and a principal financial or accounting officer of each of the Company and the Guarantor to the effect set forth

in Sections 7(a)(i) and 7(a)(ii), and further to the effect that, to the best of their knowledge and belief, the representations and warranties

of the Company and the Guarantor contained in this Agreement were true and correct as of the Applicable Time and true and correct as of

the Closing Date; that the Company and the Guarantor have complied with all of the agreements and satisfied all of the conditions on their

part to be performed or satisfied hereunder on or before the Closing Date; and that no stop order suspending the effectiveness of the

Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose have been instituted or, to their

knowledge, are contemplated by the Commission.

(d)       The

Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof.

No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings

for that purpose shall have been instituted or, to the knowledge of the Guarantor, the Company or any Underwriter, shall be contemplated

by the Commission.

(e)       The

Underwriters shall have received from (i) Sullivan & Cromwell LLP, counsel for the Company and the Guarantor, their opinion, dated

the Closing Date, to the effect set forth in Annex I hereto, and their letter, dated the Closing Date, to the effect set forth in Annex

II hereto, and (ii) Joli Gross, Senior Vice President, Chief Legal & Sustainability Officer, Corporate Secretary of the Guarantor,

her opinion, dated the Closing Date, to the effect set forth in Annex III hereto. Such opinions and letter shall be rendered to the Underwriters

at the request of the Company and shall so state therein.

(f)       The

Underwriters shall have received from Cravath, Swaine & Moore LLP, counsel for the Underwriters, such opinion or opinions, dated the

Closing Date, with respect to such matters as the Representatives may require, and the Company shall have furnished to such counsel such

documents as they request for the purpose of enabling them to pass upon such matters.

(g)       On

the date hereof, the Underwriters shall have received from Ernst & Young LLP, the independent registered public accounting firm for

the Guarantor, a “comfort letter” dated the date hereof addressed to the Underwriters, in form and substance satisfactory

to the Representatives, covering certain financial information in the General Disclosure Package and other customary matters. In addition,

on the Closing Date, the Underwriters shall have received from such accountant a “bring-down comfort letter” dated the Closing

Date addressed to the Underwriters, in form and substance satisfactory to the Representatives, in the form of the “comfort letter”

delivered on the date hereof, except that (i) it shall cover the financial information in the Final Prospectus and any amendment or supplement

thereto and (ii) procedures shall be brought down to a date no more than three (3) days prior to the Closing Date.

(h)       The

Company, the Guarantor and the Trustee shall have executed and delivered each of the Base Indenture and the First Supplemental Indenture,

each in form and substance reasonably satisfactory to the Underwriters, and the Underwriters shall have received an executed copy thereof.

(i)       On

or before the Closing Date, the Underwriters and counsel for the Underwriters shall have received such information, documents, letters

and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Offered Securities

as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any

of the conditions or agreements, herein contained.

If any condition specified

in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice

to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any

party, except that Sections 5(h), 9 and 12 hereof shall at all times be effective and shall survive such termination.

8.       [Reserved.]

9.       Indemnity

and Contribution. (a) Each of the Company and the Guarantor, jointly and severally, agrees to indemnify and hold harmless

each Underwriter, its partners, directors and officers and each person, if any, who controls any Underwriter within the meaning of either

Section 15 of the Act or Section 20 of the Exchange Act, and each affiliate of each Underwriter within the meaning of Rule 405 under the

Act (each, an “Indemnified Party”) from and against any and all losses, claims, damages or liabilities (or actions

in respect thereof) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement, any Statutory Prospectus, the General Disclosure Package, the Final Prospectus or any Issuer Free Writing

Prospectus (or any amendment or supplement to any of the foregoing), or that arise out of, or are based upon, any omission or alleged

omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (other than

in the case of the Registration Statement, in light of the circumstances under which they were made) not misleading, including any losses,

claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(c)

of this Agreement, and, subject to Section 9(c) of this Agreement, will reimburse each Indemnified Party for any reasonable and documented

legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage,

liability or action as such expenses are incurred; provided, however, that neither the Company nor the Guarantor will be

liable in any such case to the extent that any such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue

statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Guarantor

or the Company by such Underwriter through the Representatives expressly for use in the General Disclosure Package or the Final Prospectus

(or any amendment or supplement thereto). The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities

that the Company and the Guarantor may otherwise have.

(b)       Each

Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, each of their respective directors

and officers and each person, if any, who controls the Company or the Guarantor within the meaning of either Section 15 of the Act or

Section 20 of the Exchange Act, and each affiliate of the Company and the Guarantor within the meaning of Rule 405 under the Act (each,

an “Underwriter Indemnified Party”), to the same extent as the foregoing indemnity from the Company and the Guarantor

to such Underwriters, but only with reference to information relating to such Underwriter furnished to the Guarantor or the Company by

such Underwriter through the Representatives expressly for use in the General Disclosure Package or the Final Prospectus (or any amendment

or supplement thereto) and will reimburse any reasonable and documented legal or other expenses incurred by such Underwriter Indemnified

Party in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided,

however, that no Underwriter shall be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s

failure to perform its obligations under Section 5(c) of this Agreement. Each of the Company and the Guarantor hereby acknowledges that

the only information that the Underwriters through the Representatives have furnished to the Guarantor and the Company expressly for use

in the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) will be described in a separate letter

agreement between the parties hereto. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities

that each Underwriter may otherwise have.

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to Section 9(a) or 9(b), such person (the “indemnified party”) shall promptly notify the person

against whom such indemnity may be sought (the “indemnifying party”) in writing; provided, however, that

the failure to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under

this Section 9 except to the extent that it has been materially prejudiced by such failure (through the forfeiture of substantive rights

and defenses) and shall not relieve the indemnifying party from any liability that the indemnifying party may have to an indemnified party

other than under this Section 9. 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 9 for any legal or other expenses subsequently incurred by such indemnified party in connection

with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have

the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless

(i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; (ii) the indemnifying

party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party

shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available

to the indemnifying party; or (iv) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying

party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential

differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related

proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel)

for all such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated

in writing by the Representatives, in the case of parties indemnified pursuant to Section 9(a), and by the Guarantor, in the case of parties

indemnified pursuant to Section 9(b). 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 (i) includes an unconditional release of such indemnified

party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission

of fault or failure to act by or on behalf of any indemnified party. An indemnifying party shall not be required to indemnify an indemnified

party hereunder with respect to any settlement or compromise of, or consent to entry of any judgment with respect to, any pending or threatened

action or claim in respect of which indemnification or contribution may be sought hereunder if (i) such settlement, compromise or consent

is entered into or made or given by the indemnified party without the consent of the indemnifying party and (ii) the indemnifying party

has not unreasonably withheld or delayed any such consent.

(d)       To

the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect

of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying

such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses,

claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the

Guarantor on the one hand and the Underwriters on the other hand from the offering of the Offered Securities or (ii) if the allocation

provided by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative

benefits referred to in clause 9(d)(i) above but also the relative fault of the Company and the Guarantor on the one hand and of the Underwriters

on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well

as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and the

Underwriters on the other hand in connection with the offering of the Offered Securities shall be deemed to be in the same respective

proportions as the net proceeds from the offering of the Offered Securities (before deducting expenses) received by the Company and the

Guarantor and the total discounts and commissions received by the Underwriters bear to the aggregate offering price of the Offered Securities.

The relative fault of the Company and the Guarantor on the one hand and of the Underwriters on the other hand 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 or the Guarantor, or by the Underwriters, and the parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective

obligations to contribute pursuant to this Section 9 are several in proportion to the respective principal amount of Offered Securities

they have purchased hereunder as set forth opposite their names in Schedule A hereto, and not joint.

(e)       The

Company and the Guarantor and the Underwriters agree that it would not be just or equitable if contribution pursuant to Section 9(d) were

determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified

party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the

limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating

or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be obligated to make

contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Underwriter

under this Agreement, less the aggregate amount of any damages that such Underwriter has 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 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available

to any indemnified party at law or in equity.

(f)       The

indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Company

and the Guarantor contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of

this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate

of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance

of and payment for any of the Offered Securities.

10.       Effectiveness;

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If,

on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed

to purchase hereunder on such date, and the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters

agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Offered Securities to be purchased

on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Offered Securities set

forth opposite their respective names in Schedule A bears to the aggregate principal amount of Offered Securities set forth opposite the

names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent

of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed

or refused to purchase on the Closing Date; provided that in no event shall the principal amount of Offered Securities that any

Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth

of such principal amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter

or Underwriters shall fail or refuse to purchase Offered Securities which it or they have agreed to purchase hereunder on such date and

the aggregate principal amount of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate

principal amount of Offered Securities to be purchased on the Closing Date, and arrangements satisfactory to the non-defaulting Underwriters

and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate

without liability on the part of any non-defaulting Underwriter or of the Company or the Guarantor except that the provisions of Sections

5(h), 9 and 12 hereof shall at all times be effective and shall survive such termination. In any such case either the Representatives

or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required

changes, if any, in the General Disclosure Package, the Final Prospectus or in any other documents or arrangements may be effected. As

used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter

under this Section 10. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of

any default of such Underwriter under this Agreement.

11.       Termination.

The Representatives may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery

of this Agreement and prior to the Closing Date (i) there shall have occurred any suspension or limitation of trading in securities generally

on the New York Stock Exchange, or any suspension of trading of any securities of the Guarantor or the Company on any exchange or in the

over-the-counter market; (ii) there shall have occurred any banking moratorium declared by U.S. Federal or New York State authorities

or a material disruption in securities settlement or clearance services in the United States or (iii) there shall have occurred any outbreak

or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial

national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such outbreak, escalation,

declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment

for the Offered Securities.

12.       Reimbursement

of the Expenses of the Underwriters. If this Agreement shall be terminated by the Representatives pursuant to Section 11 or because

of any failure or refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of the conditions of

this Agreement, or if for any reason the Guarantor or the Company shall be unable to perform their obligations under this Agreement, the

Guarantor will reimburse the Underwriters, severally, upon demand for all documented out-of-pocket expenses (including the fees and disbursements

of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

13.       Entire

Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent

not superseded by this Agreement) that relate to the offering of the Offered Securities, represents the entire agreement between the Company,

the Guarantor and the Underwriters with respect to the preparation of the General Disclosure Package and the Final Prospectus, the conduct

of the offering, and the purchase and sale of the Offered Securities.

(b)       This

Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Guarantor and the Underwriters,

or any of them, with respect to the subject matter hereof.

of the Guarantor and the Company acknowledges that in connection with the offering of the Offered Securities: (i) the Underwriters have

acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, the Guarantor or any other person,

(ii) the Underwriters owe the Company and the Guarantor only those duties and obligations set forth in this Agreement and prior written

agreements (to the extent not superseded by this Agreement), if any, (iii) the Underwriters may have interests that differ from those

of the Company and the Guarantor and (iv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect

to the offering contemplated hereby, and the Company and the Guarantor have consulted their own legal, accounting, regulatory and tax

advisors to the extent they deemed appropriate. Each of the Guarantor and the Company waives to the full extent permitted by applicable

law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of

the Offered Securities.

14.       Notices.

All communications hereunder will be in writing and effective only upon receipt and, if sent to the Underwriters will be mailed, emailed,

delivered or telegraphed and confirmed to the Underwriters, c/o J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017,

Attention: Investment Grade Syndicate Desk – 3rd Floor, Facsimile: (212) 834-6081; BofA Securities, Inc., 114 West 47th Street,

NY8-114-07-01, New York, New York 10036, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Facsimile: (212) 901-7881;

and Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department, Email: registration-syndops@ny.email.gs.com;

or, if sent to the Guarantor or the Company, will be mailed, delivered or telegraphed and confirmed to it at 100 First Stamford Place,

Suite 700, Stamford, Connecticut 06902, Attention: Corporate Secretary; provided, however, that any notice to an Underwriter

pursuant to Section 9 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

15.       Representation

of the Underwriters. The Representatives will act for the several Underwriters in connection with this Agreement, and any action under

this Agreement taken by the Representatives will be binding upon all the Underwriters.

16.       Recognition

of the U.S. Special Resolution Regimes.

(a)       In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)       In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 16:

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means

any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 382.2(b).

“Default Right” has

the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall

Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

17.       USA

Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company and the Guarantor, which information may include the name and address of their respective clients, as well as other information

that will allow the Underwriters to properly identify their respective clients.

18.       Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the indemnified parties referred

to in Section 9 hereof, and in each case their respective successors, and no other person will have any right or obligation hereunder.

19.       Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts

shall together constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement

by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”), including any electronic signature

covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other

applicable law, shall be effective as delivery of a manually executed counterpart thereof.

20.       Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

21.       Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect

the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

22.       Applicable

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed

by, and construed in accordance with, the internal laws of the State of New York, without regard to principles of conflicts of laws.

The parties hereto hereby

submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit

or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

23.       Waiver of Jury Trial.

The Company, the Guarantor and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect of

any claim based upon or arising out of this Agreement or the transactions contemplated hereby.

(The remainder of this page has been intentionally left

blank.)

the foregoing is in accordance with the Underwriters’ understanding of our agreement, kindly sign and return to us one of

the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor, and the several Underwriters in

accordance with its terms.

Very truly yours,

United Rentals (North America),

Inc.

/s/ Sybil F. Collins

Name:

Sybil F. Collins

Title:

VP, Treasurer

United Rentals, Inc.

/s/ Sybil F. Collins

Name:

Sybil F. Collins

Title:

VP, Treasurer

[Signature Page to Underwriting Agreement]

The foregoing Underwriting Agreement is hereby confirmed

and accepted as of the date first above written.

J.P. MORGAN SECURITIES LLC

/s/ Som Bhattacharyya

Name:

Som Bhattacharyya

Title:

Executive Director

BOFA SECURITIES, INC.

/s/ Cody Kiechle

Name:

Cody Kiechle

Title:

Managing Director

GOLDMAN SACHS & CO. LLC

/s/ Jonathan Zwart

Name:

Jonathan Zwart

Title:

Managing Director

Acting on behalf of themselves and as

Representatives of the several Underwriters.

[Signature Page to Underwriting Agreement]

SCHEDULE A

Underwriter

Principal

Amount

of 2029 Notes to

be Purchased

Principal

Amount

of 2031 Notes to

be Purchased

Principal

Amount

of 2036 Notes to

be Purchased

J.P. Morgan Securities LLC

$ 175,000,000

$ 200,000,000

$ 250,000,000

BofA Securities, Inc.

$ 105,000,000

$ 120,000,000

$ 150,000,000

Goldman Sachs & Co. LLC

$ 105,000,000

$ 120,000,000

$ 150,000,000

Wells Fargo Securities, LLC

$ 63,000,000

$ 72,000,000

$ 90,000,000

Scotia Capital (USA) Inc.

$ 49,000,000

$ 56,000,000

$ 70,000,000

MUFG Securities Americas Inc.

$ 28,000,000

$ 32,000,000

$ 40,000,000

PNC Capital Markets LLC

$ 28,000,000

$ 32,000,000

$ 40,000,000

Regions Securities LLC

$ 28,000,000

$ 32,000,000

$ 40,000,000

TD Securities (USA) LLC

$ 28,000,000

$ 32,000,000

$ 40,000,000

Truist Securities, Inc.

$ 28,000,000

$ 32,000,000

$ 40,000,000

M&T Securities, Inc.

$ 21,000,000

$ 24,000,000

$ 30,000,000

SMBC Nikko Securities America, Inc.

$ 21,000,000

$ 24,000,000

$ 30,000,000

U.S. Bancorp Investments, Inc.

$ 21,000,000

$ 24,000,000

$ 30,000,000

Total:

$ 700,000,000

$ 800,000,000

$ 1,000,000,000

SCHEDULE B

1. General Use Free Writing Prospectus (included in the General Disclosure Package)

“General Use Issuer Free Writing

Prospectus” includes each of the following documents:

1. Final Pricing Term Sheet, dated October 26, 2026, a copy of which is attached hereto as Schedule B-1.

2. Other Information Included in the General Disclosure Package

The following information is also included

in the General Disclosure Package:

None.

SCHEDULE B-1

Filed pursuant to Rule 433

Free Writing Prospectus dated October 26, 2026

Registration Statement No. 333-299595

UNITED

RENTALS (NORTH AMERICA), INC.

Pricing Term Sheet – October 26, 2026

$700,000,000 5.550% Senior Notes due 2029

$800,000,000 5.750% Senior Notes due 2031

$1,000,000,000 6.200% Senior Notes due 2036

This pricing term sheet (this “pricing

term sheet”) is qualified in its entirety by reference to the preliminary prospectus supplement, dated October 23, 2026 (the “preliminary

prospectus supplement”), and the related base prospectus, dated October 23, 2026 (the “base prospectus” and, together

with the preliminary prospectus supplement, including the documents incorporated by reference in the preliminary prospectus supplement

and the base prospectus, the “prospectus”), of United Rentals (North America), Inc. The information in this pricing term sheet

supplements the prospectus and updates and supersedes the information in the prospectus to the extent it is inconsistent with the information

in the prospectus. Capitalized terms used and not defined herein have the meanings assigned in the preliminary prospectus supplement.

Issuer:

United Rentals (North America), Inc. (the “Issuer”)

Guarantor:

United Rentals, Inc. (the “Guarantor”)

Title of Securities:

2029 Notes: 5.550% Senior Notes due 2029 (the “2029 Notes”)

2031 Notes: 5.750% Senior Notes due 2031 (the “2031 Notes”)

2036 Notes: 6.200% Senior Notes due 2036 (the “2036 Notes”

and, together with the 2029 Notes and the 2031 Notes, the “Notes”)

Aggregate Principal Amount:

2029 Notes: $700,000,000

2031 Notes: $800,000,000

2036 Notes: $1,000,000,000

Expected Ratings (Moody’s/S&P)*:

Baa3 / BBB-

Security Type:

Senior Unsecured Notes

Distribution:

SEC Registered

Maturity:

2029 Notes: October 15, 2029

2031 Notes: October 15, 2031

2036 Notes: October 15, 2036

Issue Price:

2029 Notes: 99.922% of the principal amount

2031 Notes: 99.884% of the principal amount

2036 Notes: 99.710% of the principal amount

in each case, plus accrued interest, if any, from October 29,

2026

Coupon:

2029 Notes: 5.550%

2031 Notes: 5.750%

2036 Notes: 6.200%

Benchmark Treasury:

2029 Notes:

4.875% due October 15, 2029

2031 Notes:

5.000% due September 30, 2031

2036

Notes: 4.625% due August 15, 2036

Benchmark Treasury Price / Yield:

2029 Notes: 100-08 ¼ / 4.780%

2031 Notes: 100-23 ¾ / 4.828%

2036 Notes: 97-06 / 4.990%

Spread to Benchmark Treasury:

2029 Notes: +80 bps

2031 Notes: +95 bps

2036 Notes: +125 bps

Yield to Maturity:

2029 Notes: 5.580%

2031 Notes: 5.778%

2036 Notes: 6.240%

Interest Payment Dates:

2029 Notes: April 15 and October 15

2031 Notes: April 15 and October 15

2036 Notes: April 15 and October 15

Record Dates:

2029 Notes: April 1 and October 1

2031 Notes: April 1 and October 1

2036 Notes: April 1 and October 1

First Interest Payment Date:

2029 Notes: April 15, 2027

2031 Notes: April 15, 2027

2036 Notes: April 15, 2027

Optional Redemption:

Make-Whole Call:

Par Call:

2029 Notes: At any time prior to September 15, 2029, at the greater

of (i) 100% of the principal amount being redeemed and (ii) a make-whole price calculated using a discount rate of Treasury plus 15 basis

points.

2031 Notes: At any time prior to September 15, 2031, at the greater

of (i) 100% of the principal amount being redeemed and (ii) a make-whole price calculated using a discount rate of Treasury plus 15 basis

points.

2036 Notes: At any time prior to July 15, 2036, at the greater of (i)

100% of the principal amount being redeemed and (ii) a make-whole price calculated using a discount rate of Treasury plus 20 basis points.

2029 Notes: At any time on or after September 15, 2029, at 100% of

the principal amount being redeemed.

2031 Notes: At any time on or after September 15, 2031, at 100% of

the principal amount being redeemed.

2036 Notes: At any time on or after July 15, 2036, at 100% of the principal

amount being redeemed.

In each case, for each series, the redemption price for any make-whole

call or par call will also include accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the redemption

date.

Change of Control Triggering Event:

If a Change of Control Triggering Event occurs with respect to a series of Notes, the Issuer will be required, subject to the exceptions described in the preliminary prospectus supplement, to make an offer to purchase the Notes of that series at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

Trade Date:

October 26, 2026

Settlement Date:

October 29, 2026 (T+3)**

CUSIP/ISIN

Numbers:

2029 Notes: 911365BT0 / US911365BT03

2031 Notes: 911365BU7 / US911365BU75

2036 Notes: 911365BV5 / US911365BV58

Denominations:

Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Bookrunners:

J.P. Morgan Securities LLC

BofA Securities, Inc.

Goldman Sachs & Co. LLC

Wells Fargo Securities, LLC

Co-Managers:

Scotia Capital (USA) Inc.

MUFG Securities Americas Inc.

PNC Capital Markets LLC

Regions Securities LLC

TD Securities (USA) LLC

Truist Securities, Inc.

M&T Securities, Inc.

SMBC Nikko Securities America, Inc.

U.S. Bancorp Investments, Inc.

Use of Proceeds:

Based on an offering of $2.5 billion aggregate principal amount of notes at par, we anticipate that we will receive approximately $2.476 billion in net proceeds from the sale of the notes, after underwriting discounts and commissions and payment of estimated fees and expenses. We expect to use the net proceeds (i) to repay in full the indebtedness outstanding under the Term Loan Facility and (ii) for general corporate purposes, including to reduce borrowings under the ABL Facility and the Accounts Receivable Securitization Facility.

*Note: A securities rating is not a recommendation to buy, sell or

hold securities and may be revised or withdrawn at any time.

** It is expected that delivery of the Notes will

be made against payment therefor on or about October 29, 2026, which will be the third business day following the date hereof (this settlement

cycle being referred to as “T + 3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary

market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers

who wish to trade the Notes on any day prior to one business day before delivery will be required to specify alternative settlement arrangements

at the time of any such trade to prevent a failed settlement and should consult their own advisors.

The Issuer and the Guarantor have filed a registration

statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”)

for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement,

the preliminary prospectus supplement and other documents the Issuer and the Guarantor have filed with the SEC for more complete information

about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov.

Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus

and the prospectus supplement if you request them by contacting BofA Securities, Inc. toll free at (800) 294-1322 or by emailing BofA

Securities, Inc. at dg.prospectus_requests@bofa.com, contacting Goldman Sachs & Co. LLC toll-free at (866) 471-2526 or by emailing

Goldman Sachs & Co. LLC at prospectus-ny@ny.email.gs.com or contacting J.P. Morgan Securities LLC collect at (212) 834-4533.

Any disclaimer or other notice that may appear

below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result

of this communication being sent by Bloomberg or another email system.

ANNEX I

FORM OF OPINION OF SULLIVAN & CROMWELL LLP

TO BE DELIVERED PURSUANT TO SECTION 7(E)

[ATTACHED]

ANNEX II

FORM OF LETTER OF SULLIVAN & CROMWELL LLP TO

BE DELIVERED PURSUANT TO SECTION 7(E)

[ATTACHED]

ANNEX III

FORM OF OPINION OF JOLI GROSS TO BE DELIVERED PURSUANT

TO SECTION 7(E)

[ATTACHED]

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2628016d6_ex4-1.htm · Sequence: 3

Exhibit 4.1

UNITED RENTALS (NORTH AMERICA), INC.

as Company

UNITED

RENTALS, INC.

as Parent Guarantor

INDENTURE

dated as of

October 29, 2026

DEBT SECURITIES

TRUIST

BANK

as Trustee

TRUST

INDENTURE ACT CROSS-REFERENCE TABLE*

Trust

Indenture Act Section

Indenture

Section

310(a)(1)

7.09

(a)(2)

7.09

(a)(3)

N.A.

(a)(4)

N.A.

(a)(5)

7.09

(b)

7.09, 7.10

311

7.13

312(a)

8.01

(b)

1.06

(c)

1.06

313(a)

8.02(a), (b)

(b)(1)

N.A.

(b)(2)

8.02(a)

(c)

8.02(c)

(d)

8.02(c)

314(a)(1)-(3)

8.03

(a)(4)

5.06

(b)

N.A.

(c)(1)

1.03

(c)(2)

1.03

(c)(3)

N.A.

(d)

N.A.

(e)

1.03

(f)

N.A.

315(a)

7.01(a)

(b)

7.02

(c)

7.01(b)

(d)

7.01(a), (c)

(e)

6.08

316(a) (last sentence)

1.01 (Definition of “Outstanding”)

(a)(1)

6.07

(a)(2)

N.A.

(b)

11.02

(c)

9.02, 11.02

317(a)

6.03

(b)

5.05

318(a)

1.08

N.A. means not applicable.

* This Cross-Reference

Table shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS

Page

Article I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.01

Definitions

1.02

Other Definitions

1.03

Compliance Certificates and Opinions

1.04

Form of Documents Delivered to Trustee

1.05

Notices to the Trustee, the Company and Holders

1.06

Communications with Holders; Waiver of Notice

1.07

Incorporation by Reference of the Trust Indenture

Act

1.08

Trust Indenture Act Controls

1.09

Separability Clause

1.10

Benefits of Indenture

1.11

Governing Law; Submission to Jurisdiction; Jury

Trial Waiver

1.12

Legal Holidays

1.13

Electronic Signatures and Counterparts

1.14

No Adverse Interpretation of Other Agreements

1.15

Rules of Construction

1.16

U.S.A. PATRIOT Act

Article II

SECURITY FORMS

2.01

Forms Generally

2.02

Form of Trustee’s Certificate of Authentication

2.03

Forms of Securities

2.04

Book-Entry Provisions for Global Securities

Article III

THE SECURITIES

3.01

Amount Unlimited; Issuable in Series

3.02

Denominations

3.03

Execution, Authentication, Delivery and Dating

3.04

Temporary Securities

3.05

Registration; Registration of Transfer and Exchange

3.06

Mutilated, Destroyed, Lost and Stolen Securities

3.07

Payment of Interest; Interest Rights Preserved

3.08

Persons Deemed Owners

3.09

Cancellation

3.10

Computation of Interest; Calculations

3.11

CUSIP Numbers, ISINs and Common Code Numbers

Article IV

REDEMPTION OF SECURITIES

4.01

Applicability of Right of Redemption

4.02

Election to Redeem; Notice of Redemption; Partial

Redemption

4.03

Payment of Securities Called

for Redemption

4.04

Deposit of Funds for Redemption of Securities

4.05

Mandatory Redemption

4.06

Other Transactions

Article V

PARTICULAR COVENANTS

5.01

Payments of Principal, Premium, if Any, and Interest,

if Any

5.02

Office or Agency for Certain Purposes

5.03

Waiver of Certain Covenants

5.04

Appointments to Fill Vacancies in Trustee’s

Office

5.05

Provisions as to Paying Agent

5.06

Statement by Officers as to Default

5.07

Limitation on Liens

5.08

Limitation on Sale and Leaseback Transactions

Article VI

REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

6.01

Events of Default

6.02

Acceleration of Maturity; Rescission and Annulment

6.03

Collection of Indebtedness by Trustee; Trustee May Prove

Debt

6.04

Application of Proceeds

6.05

Limitations on Suits by Holders

6.06

Powers and Remedies Cumulative; Delay or Omission

Not Waiver

6.07

Control by Holders; Waiver of Default

6.08

Undertaking for Costs

Article VII

CONCERNING THE TRUSTEE

7.01

Certain Duties and Responsibilities

7.02

Notice of Defaults

7.03

Certain Rights of Trustee

7.04

Not Responsible for Recitals or Issuance of Securities

7.05

May Hold Securities

7.06

Money Held in Trust

7.07

Compensation and Reimbursement

7.08

Conflicting Interests

7.09

Corporate Trustee Required; Eligibility

7.10

Resignation and Removal; Appointment of Successor

7.11

Acceptance of Appointment by Successor

7.12

Merger, Conversion, Consolidation or Succession

to Business

7.13

Preferential Collection of Claims Against the Company

or a Guarantor

7.14

Appointment of Authenticating Agent

Article VIII

HOLDERS LISTS AND REPORTS BY TRUSTEE AND PARENT GUARANTOR

8.01

Company to Furnish Trustee Names and Addresses of

Holders

8.02

Reports by Trustee

8.03

Reports by the Parent Guarantor

Article IX

CONCERNING THE HOLDERS

9.01

Evidence of Action Taken by Holders

9.02

Proof of Execution of Instruments and of Holding

of Securities

9.03

Right of Revocation of Action Taken

Article X

HOLDERS’ MEETINGS

10.01

Rules for Meetings

Article XI

SUPPLEMENTAL INDENTURES

11.01

Supplemental Indentures Without Consent of Holders

11.02

Supplemental Indentures With Consent of Holders

11.03

Effect of Supplemental Indentures

11.04

Notation on Securities in Respect of Supplemental

Indentures

11.05

Opinion of Counsel and Officer’s Certificate

to Be Given to Trustee

Article XII

CONSOLIDATION, MERGER AND SALE

12.01

Conditions to the Company’s Consolidation

or Merger, etc.

12.02

Conditions to the Parent Guarantor’s Consolidation

or Merger, etc.

12.03

Conditions to Any Subsidiary Guarantor’s Consolidation

or Merger, etc.

12.04

Documents and Opinion to Be Furnished to the Trustee

Article XIII

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

13.01

Satisfaction and Discharge

13.02

Defeasance and Covenant Defeasance

13.03

Application by Trustee of Funds Deposited for Payment

of Securities

13.04

Repayment of Moneys Held by Paying Agent

13.05

Return of Unclaimed Moneys

13.06

Reinstatement

Article XIV

GUARANTEE

14.01

Guarantee

14.02

Reinstatement

14.03

Limitation of the Parent Guarantor’s Liability

14.04

Amendment

Article XV

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

15.01

Personal Immunity from Liability of Incorporators,

Stockholders, etc.

* The

Table of Contents is not a part of this Indenture.

iii

INDENTURE,

dated as of October 29, 2026, among United Rentals (North America), Inc., a Delaware corporation, as issuer (the “Company”),

United Rentals, Inc., a Delaware corporation, as parent guarantor (the “Parent Guarantor”), and Truist Bank,

a national banking association, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS,

the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debt

securities to be issued in one or more series as provided in this Indenture (hereinafter called the “Securities”),

and the Parent Guarantor has duly authorized the execution and delivery of this Indenture to provide for the guarantee by the Parent

Guarantor of the Securities;

WHEREAS,

each series of Securities issued by the Company under this Indenture shall be fully and unconditionally guaranteed by the Parent Guarantor

subject to the provisions under this Indenture;

WHEREAS,

all things necessary to make this Indenture a valid and legally binding agreement of the Company and the Parent Guarantor, in accordance

with its terms, have been done; and

WHEREAS,

the Trustee has the power to enter into this Indenture and to accept and perform its duties as herein created.

NOW

THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the

Holders of the Securities:

Article I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.01        Definitions.

Unless the context otherwise requires, the terms

defined in this Section 1.01 shall for all purposes of this Indenture have the meanings hereinafter set forth:

“ABL Credit Agreement” means

the Fifth Amended and Restated Credit Agreement, dated as of July 10, 2025, among the Company and certain of its Subsidiaries, as

Borrowers, Parent Guarantor and certain of its Subsidiaries, as guarantors, Bank of America, N.A., as agent, U.S. swingline lender and

letter of credit issuer, Bank of America, N.A. (acting through its London branch), as ROW swingline lender, Bank of America, N.A. (acting

through its Canada branch), as Canadian swingline lender, Bank of America, N.A. (acting through its Australia branch), as ANZ swingline

lender, Bank of America Europe, Designated Activity Company, as European swingline lender, and the lenders and other financial institutions

party thereto, together with the related documents (including any term loans and revolving loans thereunder, any guarantees and any security

documents, instruments and agreements executed in connection therewith).

“Affiliate” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For the purposes of this definition, “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 the ownership of voting securities,

by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative

to the foregoing.

“Applicable Procedures” means,

with respect to any payment, tender, redemption, transfer, exchange, conversion or other corporate action of or for beneficial interests

in any Global Security, the rules and procedures of the Depositary that apply to such payment, tender, redemption, transfer, exchange,

conversion or other corporate action.

“Attributable Debt” in respect

of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in

such transaction, 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 Capital Lease Obligation, the amount of Debt represented thereby shall be determined

in accordance with the definition of “Capital Lease Obligation.”

“Authenticating

Agent” means any agent of the Trustee that at any time shall be appointed and acting pursuant to the provisions of Section 7.14.

“Authorized Officer” means

the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President or Vice President, Treasurer, Assistant

Treasurer, Secretary, Assistant Secretary and/or any other officer of the Company or any Guarantor, as the case may be.

“Board of Directors” means,

as to any Person, the board of directors or managers, sole member or managing member or other governing body, as applicable, of such

Person or any duly authorized committee thereof or any officers duly authorized so to act.

“Board Resolution” means a

copy of a resolution or resolutions certified by the Secretary, an Assistant Secretary or by another appropriate officer or authorized

natural person of such Person, as the case may be, to have been duly adopted by the Board of Directors or any duly authorized committee

thereof and to be in force and effect on the date of such certification.

“Borrowing Base” means:

a) 60% of the value of inventory owned by the Parent Guarantor or any

of its Subsidiaries, other than rental equipment held for sale or rental; plus

b) the lesser of (x) 100% of the net book value of rental equipment

of the Parent Guarantor and its Subsidiaries and (y) 85% of the liquidation value of

the rental equipment of the Parent Guarantor and its Subsidiaries.

in each case, as reasonably determined by the

Company from time to time.

“Business Day” means any day

other than a Legal Holiday.

“Capital Lease Obligation”

means any obligation under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed)

that is required to be classified and accounted for as a finance lease under GAAP, and, for the purpose of this Indenture, the amount

of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP.

“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 or exchangeable into capital stock), warrants

or options exchangeable for or convertible into such capital stock and, including with respect to partnerships, limited liability companies

or business trusts, ownership interests (whether general or limited) and any other interest or participation that confers on a Person

the right to receive a share of the profits and losses of, or distributions of assets of, such partnerships, limited liability companies

or business trusts.

“Commission” means the U.S.

Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution

and delivery of this Indenture 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.

“Company” means the corporation

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.

“Consolidated Current Liabilities”

as of the date of determination means the aggregate amount of liabilities of the Parent Guarantor and its consolidated Subsidiaries which

may properly be classified as current liabilities (including taxes accrued as estimated), on a consolidated basis, after eliminating:

(1) all intercompany items between the Parent

Guarantor and any Subsidiary; and

(2) all current maturities of long-term Debt,

all as determined in accordance with GAAP consistently applied.

“Consolidated Net Tangible Assets”

as of any date of determination, means the total amount of assets (less the sum of goodwill and other intangibles, net) which would appear

on a consolidated balance sheet of the Parent Guarantor and its consolidated Subsidiaries, determined on a consolidated basis in accordance

with GAAP, and after giving effect to the acquisition or disposal of any property or assets consummated on or prior to such date and

after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the amounts of:

(1) minority interests in consolidated Subsidiaries

held by Persons other than the Parent Guarantor or a Subsidiary;

(2) treasury stock; and

(3) cash set apart and held in a sinking

or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent such obligation

is not reflected in Consolidated Current Liabilities.

“Corporate

Trust Office” means the principal office of the Trustee at which at any time its corporate trust business in respect of this

Indenture shall be administered, which office at the date hereof is located at 2713 Forest Hills Rd SW, Building 2, Floor 2, Wilson,

North Carolina 27893 or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or

the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time

to time by notice to the Holders and the Company).

“Credit Facility” means one

or more debt facilities or agreements (including the ABL Credit Agreement), commercial paper facilities, securities purchase agreements,

indentures or similar agreements, in each case, providing for revolving loans, term loans, receivables financing (including through the

sale of receivables to lenders or other purchasers or to special purpose entities formed to borrow from such lenders or other purchasers

against such receivables), notes, debentures, letters of credit, the issuance and sale of securities or other debt financing, including

any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith and in each case, as

amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms,

conditions, covenants and other provisions) from time to time, and any agreements, indentures or other instruments (and related documents)

governing any form of Debt incurred to refinance or replace, in whole or in part, the borrowings and commitments at any time outstanding

or permitted to be outstanding under such facility or agreement or successor facility or agreement whether by the same or any other lender

or holder of Debt or group of lenders or holders of Debt and whether the same obligor or different obligors and whether for the same

or a different amount (including an increased amount) or on the same or different terms, conditions, covenants and other provisions.

“Currency Agreement” means

any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

“Debt” means any indebtedness

for borrowed money.

“debt securities” means notes,

bonds, debentures or other similar evidences of indebtedness for borrowed money.

“default” means, with respect

to the Securities of any series, any event which is, or after notice or lapse of time or both would become, an Event of Default with

respect to Securities of such series; provided that any default that results solely from the taking of an action that would

have been permitted but for the continuation of a previous default will be deemed to be cured if such previous default is cured prior

to becoming an Event of Default.

“Depositary” means, with respect

to the Securities of any series issuable or issued in whole or part in the form of one or more Global Securities, the Person designated

as Depositary pursuant to Section 3.01 until a successor Depositary shall have become such pursuant to the applicable provisions

of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and

if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any series shall

mean the Depositary with respect to the Securities of that series.

“Depositary Custodian” means

the Trustee as custodian with respect to the Global Securities or any successor entity thereto.

“Dollar” and “$”

mean the coin or currency of the United States that, at the time of payment, is legal tender for the payment of public and private debts.

“Exchange Act” means the U.S.

Securities Exchange Act of 1934, as amended.

“Foreign Currency” means a

currency issued by the government of any country other than the United States of America.

“Fuel Hedging Agreement” means

any forward contract, swap, option, hedge or other similar financial agreement designed to protect against fluctuations in fuel prices.

“GAAP” means, unless otherwise

specified with respect to any Securities pursuant to Section 3.01, such accounting principles as are generally accepted in

the United States, as of the date or time of any computation required hereunder.

“Global Security” means a Security

evidencing all or part of a series of Securities issued to the Depositary for such series in accordance with Section 2.04

and Section 3.03.

“Government Obligations” means,

with respect to the Securities of any series, unless otherwise specified with respect to such Securities pursuant to Section 3.01,

securities that are (i) if such Securities are denominated in the currency of the United States, direct obligations of the United

States or, if such Securities are denominated in a Foreign Currency, direct obligations of the other government or governments that issued

the Foreign Currency in which the relevant Security shall be payable, in each case where the payment or payments thereunder are supported

by the full faith and credit of such government or governments or (ii) if such Securities are denominated in the currency of the

United States, obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States or,

if such Securities are denominated in a Foreign Currency, obligations of a Person controlled or supervised by and acting as an agency

or instrumentality with such other government or governments described in the foregoing clause (i) with respect to such Securities,

in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by

the United States or such other government or governments, respectively, and which, in the case of clause (i) or (ii), are not callable

or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company

as custodian with respect to any such Government Obligation or a specific payment of interest on, principal of or other amount with respect

to any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that

(except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository

receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal

of or other amount with respect to the Government Obligation evidenced by such depository receipt.

“Guarantee” means the guarantee

by the Parent Guarantor of the Company’s obligations under the Securities and this Indenture as provided in Article XIV

or a guarantee by any other Guarantor substantially in the form provided by Article XIV, in each case, as such guarantee

may from time to time be modified by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof,

unless, in each case, as otherwise specified as contemplated by Section 3.01 with respect to any series of Securities.

“Guarantors” means, with respect

to the Securities of any series, the Parent Guarantor and each other Person, if any, that may be designated in accordance with Section 3.01(23)

as a guarantor with respect to any such series, until, in each case, any such Person is released as a guarantor with respect to the Securities

of such series pursuant to the terms of this Indenture and, to the extent applicable, any supplemental indenture hereto.

“Hedging Obligations” of any

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

“Holder” means a Person in

whose name such Security is registered in the Security Register.

“Indenture” means this indenture

as originally executed or as it may from time to time be supplemented or amended by one or more supplemental indentures entered into

pursuant to the applicable provisions hereof and shall include the form and terms of particular series of Securities established as contemplated

by Section 3.01; provided, however, that if at any time more than one Person is acting as Trustee under this

Indenture due to the appointment of one or more separate Trustees for any one or more separate series of Securities, “Indenture”

shall mean, with respect to such series of Securities for which any such Person is Trustee, 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 and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated

by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which

such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted

by means of one or more indentures supplemental hereto executed and delivered after such person had become such Trustee, but to which

such person, as such Trustee, was not a party; provided, further, that in the event that this Indenture is supplemented

or amended by one or more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture”

for a particular series of Securities shall only include the supplemental indentures applicable thereto.

“interest,” when used with

respect to an Original Issue Discount Security that by its terms bears interest only after maturity, means interest payable after maturity.

“Interest Payment Date,” when

used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Interest Rate Protection Agreement”

means, with respect to any Person, any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to

receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional

amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same

notional amount and shall include interest rate swaps, caps, floors, collars and similar agreements.

“Legal Holiday” means a Saturday,

a Sunday or a day on which banking institutions in the City of New York (or, in the case of a Security denominated in a Foreign Currency,

any other place of payment for such Security) are authorized or required by law, regulation or executive order to remain closed.

“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.

“maturity” when used with respect

to any Security, means the date on which the principal (or a portion thereof) of such Security becomes due and payable as therein or

herein provided, whether at Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

“Officer’s Certificate”

means a certificate signed by an Authorized Officer.

“Opinion of Counsel” means

a written opinion of counsel, who may be counsel for or an employee of the Company or any Guarantor.

“Original Issue Discount Security”

means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration

of the maturity thereof pursuant to Section 6.02.

“Outstanding,” when used with

reference to Securities, means, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture,

except:

(i)              Securities,

or portions thereof, theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii)             Securities,

or portions thereof, for the payment or redemption of which moneys in the currency in which such Securities are then specified as payable

or, as provided in Section 13.01 or Section 13.02 hereof, Government Obligations, as the case may be, in the

necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have

been set aside and segregated in trust by the Company or any Guarantor (if the Company or any Guarantor shall act as its own Paying Agent)

(in each case, except as provided in Section 13.01 or Section 13.02, as the case may be); provided that

if such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article IV

or provision satisfactory to the Trustee shall have been made for giving such notice;

(iii)           Securities

in lieu of or in substitution for which other Securities shall have been duly authenticated and delivered pursuant to Section 3.06;

(iv)           Securities

paid pursuant to the third paragraph of Section 3.06; and

(v)            Securities

exchanged for or converted into common stock, preferred stock or other equity securities pursuant to or in accordance with this Indenture

if the terms of such Securities provide for exchangeability or convertibility pursuant to Section 3.01;

provided,

however, that, in determining whether the Holders of the requisite principal amount of a series of Outstanding Securities have

taken any action or given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is present

at a meeting of Holders, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding

shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of

the maturity thereof pursuant to Section 6.02; (B) the principal amount of a Security denominated in one or more Foreign

Currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date

in the manner provided as contemplated by Section 3.01, of the principal amount of such Security; and (C) Securities

owned by the Company or any other obligor upon the Securities of such series or any Affiliate of the Company or of such other obligor

shall be disregarded and deemed not to be Outstanding, 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 of such series that

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 such Securities or any Affiliate

of the Company or of such other obligor. In case of a dispute as to such right, any decision by the Trustee, taken upon the advice of

counsel, shall be entitled to protection pursuant to Section 315(d) of the Trust Indenture Act.

“Parent Guarantee” means, with

respect to each series of Securities, a Guarantee by the Parent Guarantor of the Company’s obligations with respect to the Securities

of such series.

“Parent Guarantor” means the

Person named as the “Parent Guarantor” 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 “Parent Guarantor” shall mean such successor

Person.

“Paying Agent” means any Person

authorized (including any Affiliate) by the Company or any Guarantor, as applicable, to pay the principal of, premium, if any, and interest,

if any, on any Securities on behalf of the Company or any such Guarantor, as applicable.

“Person” or “person”

means an individual, a corporation, a limited liability company, a partnership, a trust, a joint venture, an association, a joint stock

company, an unincorporated organization or a government or any agency or political subdivision thereof.

“Principal Property” means

(1) any office building, distribution facility, warehouse or similar facility (including fixtures incorporated into such facility

and including any parcel of real estate or group of contiguous parcels of real estate upon which it is erected) and (2) any parcel

of real estate or group of contiguous parcels of real estate, in the case of each of clauses (1) and (2), that is owned by the Parent

Guarantor or any of its Subsidiaries and located within the United States, and that individually has a book value on the date of which

the determination is being made, without deduction of any depreciation reserves, that exceeds 2% of Consolidated Net Tangible Assets,

other than any such office building, distribution facility, warehouse or similar facility or parcel or group of contiguous parcels that

the chief executive officer, an executive vice president, a senior vice president or a vice president and the chief financial officer

of the Parent Guarantor determines in good faith is not material to the business of the Parent Guarantor and its Subsidiaries taken as

a whole.

“Redemption Date,” when used

with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture

or the terms of such Security, as applicable (and, unless the context otherwise requires, from and after any delay in such date by the

Company in accordance with Section 4.02, shall mean such date as so delayed).

“Regular Record Date” for the

interest payable on any Interest Payment Date on the Securities of any series means the day specified for that purpose as contemplated

by Section 3.01, whether or not such day shall be a Business Day.

“Responsible Officer,” when

used with respect to the Trustee, means any vice president, assistant vice president, senior associate, associate or trust officer of

the Trustee or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated

officers who, in all cases, at the time shall have direct responsibility for the administration of this Indenture and also means, with

respect to a particular corporate trust matter relating to this Indenture, any other officer to whom such matter is referred because

of his or her knowledge of and familiarity with the particular subject.

“Sale/Leaseback Transaction”

means an arrangement relating to any Principal Property owned by the Parent Guarantor or a Subsidiary of the Parent Guarantor whereby

the Parent Guarantor or a Subsidiary of the Parent Guarantor transfers such Principal Property to a Person (other than the Parent Guarantor

or a Subsidiary of the Parent Guarantor) and the Parent Guarantor or a Subsidiary of the Parent Guarantor leases it from such Person.

“Securities Act” means the

U.S. Securities Act of 1933, as amended.

“Security” or “Securities”

means one or more, as the case may be, of the Company’s debt securities authenticated and delivered under this Indenture.

“Significant Subsidiary” means

any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated

pursuant to the Securities Act.

“Special Record Date” for the

payment of any Defaulted Interest on the Securities of any series means a date fixed by the Company pursuant to Section 3.07.

“Stated Maturity,” when used

with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as

the fixed date on which the principal of such Security or such installment of principal or interest, as the case may be, is due and payable.

“stock” includes any and all

shares, interests, participations or other equivalents (however designated) of corporate stock.

“Subsidiary” means, as to any

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

or more Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof; and (ii) any other Person (other than

a corporation), including a partnership, limited liability company, business trust or joint venture, in which such Person, one or more

Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof,

has a majority ownership interest entitled to vote in the election of directors, managers or trustees thereof (or other Person performing

similar functions). For purposes of this definition, any directors’ qualifying shares or investments by foreign nationals mandated

by applicable law shall be disregarded in determining the ownership of a Subsidiary.

“Subsidiary Guarantor” means,

with respect to the Securities of any series, any Person that may be designated in accordance with Section 3.01(23) as a

guarantor with respect to any such series, until, in each case, any such Person is released as a guarantor with respect to the Securities

of such series pursuant to the terms of this Indenture and, to the extent applicable, any indenture supplemental hereto.

“Trust Indenture Act” means

the U.S. Trust Indenture Act of 1939, as amended.

“Trustee” means the Person

named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant

to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a

Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities

of any series shall mean the Trustee with respect to Securities of that series.

“U.S.A. PATRIOT Act” means

Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of

2001.

“Voting Stock” means any class

or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect

a majority of the board of directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other

class or classes shall have, or might have, voting power by reason of the happening of any contingency).

1.02        Other

Definitions.

Term

Defined

in Section

“covenant defeasance”

13.02(c)

“Defaulted Interest”

3.07

“defeasance”

13.02(b)

“Event of Default”

6.01

“incur”

5.07

“notice of default”

6.01(3)

“obligor”

1.07

“Permitted Lien”

5.07

“Security Register”

3.05

“Security Registrar”

3.05

1.03        Compliance

Certificates and Opinions.

(a)            Upon

any application or request by the Company or any Guarantor to the Trustee to take any action under any provision of this Indenture, the

Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this

Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel,

all such conditions precedent, if any, have been complied with.

(b)            Such

Officer’s Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture

(other than the statement required by Section 5.06) shall also include:

(i)              a

statement that such Authorized Officer or counsel has read such covenant or condition;

(ii)             a

brief statement as to the nature and scope of such examination or investigation upon which the statements or opinions contained in such

Officer’s Certificate or Opinion of Counsel are based;

(iii)            a

statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable such

Person to express an informed opinion as to whether such covenant or condition has been complied with; and

(iv)            a

statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

1.04        Form of

Documents Delivered to Trustee.

(a)             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.

(b)            Any

certificate, statement or opinion of an Authorized Officer may be based, insofar as it relates to legal matters, upon a certificate or

opinion of or representations by counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that

the certificate or opinion or representation with respect to the matters upon which the certificate, statement or opinion is based is

erroneous. Any certificate, statement or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate,

statement or opinion of or representations by an officer or officers of the Company stating that the information with respect to such

factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that

the certificate, statement or opinion or representation with respect to such matters is erroneous.

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.

1.05        Notices

to the Trustee, the Company and Holders. Any notice, request, direction, consent or communication made pursuant to the provisions

of this Indenture or the Securities is duly given if in writing and delivered in person or by e-mail, first-class mail (registered or

certified, return receipt requested), electronically or overnight air courier guaranteeing next day delivery, addressed as follows:

If to the Company or the Parent Guarantor:

United Rentals, Inc.

100 First Stamford Place, Suite 700

Stamford, Connecticut 06902

Attention: Treasurer

E-mail: scollins3@ur.com

Telecopy No.: 203-618-7202

with a copy to

United Rentals, Inc.

100 First Stamford Place, Suite 700

Stamford, Connecticut 06902

Attention: General Counsel

Email: jgross@ur.com

Telecopy No.: 203-621-3266

With a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: S. Neal McKnight

E-mail: Mcknightn@sullcrom.com

Telecopy No.: 212-558-3588

If to the Trustee:

Truist

Bank

2713 Forest Hills Rd SW

Building 2, Floor 2

Wilson, North Carolina 27893

Attention: Patrick Giordano – Client Manager / United Rentals

E-mail: Patrick.giordano@truist.com

Phone: 904-463-6762

The Company, any Guarantor or the Trustee by notice

to each other may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those

sent to Holders or the Trustee) will be deemed to have been duly given: at the time so delivered, if personally delivered or if e-mailed;

five calendar days after being deposited in the mail, postage prepaid, if mailed; and the next Business Day after timely delivery to

the courier, if sent by overnight air courier guaranteeing next day delivery. All notices and communications to the Trustee will be deemed

given upon actual receipt of such by a Responsible Officer of the Trustee or, if e-mailed, upon delivery.

Any notice or communication to a Holder may be

(a) e-mailed and be deemed duly given at the time so delivered, (b) mailed by first-class mail, certified or registered, return

receipt requested and be deemed duly delivered five calendar days after being deposited in the mail, or (c) mailed by overnight

air courier guaranteeing next day delivery and be deemed duly delivered the next Business Day, in each case, to its e-mail or physical

address shown on the register kept by the Security Registrar. Any notice or communication will also be so e-mailed or mailed to any Person

described in Section 313(c) of the Trust Indenture Act, to the extent required by the Trust Indenture Act. Failure to e-mail

or mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

In each case, if a notice or communication is

e-mailed or mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

Notwithstanding any other provision of this Indenture

or any Security, where this Indenture or any Security provides for notice of any event or any other communication (including any notice

of redemption or repurchase) to a holder of a Global Security (whether by e-mail, mail or otherwise), such notice shall be sufficiently

given if given to the Depositary (or its designee) pursuant to Applicable Procedures.

1.06        Communications

with Holders; Waiver of Notice.

(a)              Holders

may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under

this Indenture or the Securities. The Company, the Trustee and the Security Registrar shall have the protection of Section 312(c) of

the Trust Indenture Act.

(b)            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.

1.07        Incorporation

by Reference of the Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision

is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act term used in

this Indenture has the following meaning:

“obligor” on the Securities

of any series means the Company, any Guarantor of the Securities of any series, including the Parent Guarantor, and any successor obligor

upon the Securities.

All other terms used in this Indenture that are

defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a Commission rule under

the Trust Indenture Act and not otherwise defined herein are used herein as so defined.

1.08        Trust

Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is

required under such Act to be a part of and govern this Indenture, the latter provision shall be deemed to be a part of and govern this

Indenture and 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, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the

case may be.

1.09        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.

1.10        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, any benefit or any legal or equitable right, remedy or claim under this Indenture.

1.11        Governing

Law; Submission to Jurisdiction; Jury Trial Waiver. This Indenture, the Securities and any Guarantee of the Securities shall be governed

by, and construed in accordance with, the laws of the State of New York, as applied to contracts made and performed within the State

of New York, without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted

in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of

the parties hereto and the Holders, by acceptance of the Securities, hereby irrevocably submits to the exclusive jurisdiction of such

courts in any such suit, action or proceeding.

EACH OF THE COMPANY, THE PARENT GUARANTOR, ANY

GUARANTOR, THE TRUSTEE AND EACH HOLDER OF A SECURITY, BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES

OR THE TRANSACTIONS CONTEMPLATED HEREBY.

1.12        Legal

Holidays. Unless otherwise provided by, or pursuant to, Section 3.01, in any case where any Interest Payment Date, Redemption

Date or Stated Maturity of any Security is a Legal Holiday, then (notwithstanding any other provision of this Indenture or of the Securities)

payment of the principal of, premium, if any, or interest, if any, on such Security need not be made on such date, but may be made on

the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the

Stated Maturity; provided that no additional interest shall accrue with respect to the payment due on such date for the period

from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to the next succeeding Business Day.

1.13        Electronic

Signatures and Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, and

all of which taken together constitute one instrument. Signatures of the parties hereto transmitted by electronic PDF shall be deemed

to be their original signatures for all purposes. This Indenture may be executed by way of electronic signatures, and any such electronic

signature shall have the same binding effect as a physical signature. For the avoidance of doubt, the words “execution,”

“signed,” “signature,” “delivery” and words of like import in or relating to this Indenture or any

document to be signed in connection with this Indenture shall be deemed to include images of manually executed signatures transmitted

by electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and electronic signatures

(including, without limitation, DocuSign and AdobeSign), deliveries or the keeping of records in electronic form, each of which shall

be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper

based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by

electronic means; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree

to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee, pursuant to reasonable procedures

approved by the Trustee.

1.14        No

Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement

of the Company, any Guarantor, including the Parent Guarantor, or any other Person. Any such indenture, loan or debt agreement may not

be used to interpret this Indenture.

1.15        Rules of

Construction. Unless the context otherwise requires:

(a)             a

term has the meaning assigned to it;

(b)            an

accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

is not exclusive;

(d)            words

in the singular include the plural, and words in the plural include the singular;

(e)            “will”

shall be interpreted to express a command;

(f)             provisions

apply to successive events and transactions;

(g)            “including”

means “including without limitation”;

(h)            references

to sections of, or rules under, the Securities Act, the Exchange Act and the Trust Indenture Act will be deemed to include substitute,

replacement or successor sections or rules adopted by the Commission from time to time; and

(i)             “herein,”

“hereof” and other words of similar import refer to this Indenture as a whole and not to any particular article, section

or other subdivision of this Indenture.

The article and section headings and the table

of contents are for convenience only and shall not affect the construction hereof.

1.16        U.S.A.

PATRIOT Act. The Company acknowledges that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all

financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record

information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties

to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy

the requirements of the U.S.A. PATRIOT Act.

Article II

SECURITY FORMS

2.01        Forms

Generally. The Securities of each series shall be in substantially the form as shall be established by or pursuant to a Board Resolution,

and set forth in an Officer’s Certificate, or established in one or more supplemental indentures, in each case with such appropriate

insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers

or other marks of identification and such notations, legends or endorsements placed thereon as may be required by the Depositary or as

may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or

regulation of any securities exchange or automated quotation system on which the Securities of any series may be listed or quoted, or

to conform to usage, or to indicate any special limitations or restrictions to which any particular series of Securities are subject

or as may, consistently herewith, be determined by the Authorized Officers executing such Securities as evidenced by their execution

of the Securities. If the form of Securities of any series is established by action taken pursuant to one or more Board Resolution(s),

a copy of an appropriate record of any such action taken shall be certified by an Authorized Officer of the Company in an Officer’s

Certificate, as the case may be, and delivered to the Trustee at or prior to the delivery of the written order(s) contemplated by

Section 3.03 for the authentication and delivery of the initial Securities of each series. Any such Board Resolution or record

of such action shall have attached thereto a true and correct copy of the form of Security approved by or pursuant to such Board Resolution(s).

The Trustee’s certificate of authentication shall be in substantially the form set forth in Section 2.02.

The definitive Securities of each series shall

be typewritten, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner,

including any manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of

such series may be listed or quoted, all as determined by the Authorized Officers executing such Securities, as evidenced by their execution

of such Securities.

2.02        Form of

Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially

the following form:

TRUSTEE’S

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated

therein issued under the within-mentioned Indenture.

TRUIST BANK, as Trustee

By:

Authorized Signatory

Dated:

2.03        Forms

of Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to a Board Resolution or one

or more supplemental indentures that shall set forth the information required by Section 3.01. Unless otherwise provided

as contemplated by Section 3.01 with respect to any series of Securities, the Securities of each series shall be issuable

in registered form without coupons.

2.04        Book-Entry

Provisions for Global Securities. If the Company shall establish, pursuant to or as contemplated by Section 3.01, that

the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall

execute and the Trustee shall, in accordance with Section 3.03, authenticate and deliver one or more Global Securities in

temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount

of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) shall be registered, if in

registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall

be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend to

substantially the following effect:

“THIS SECURITY IS A GLOBAL SECURITY WITHIN

THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY

IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES

DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM,

THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE 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 TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

Each Depositary designated pursuant to, or as

contemplated by Section 3.01, for a Global Security to be delivered in the United States must, at the time of its designation

and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute

or regulation.

If at any time the Depositary for the Securities

of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, or if at

any time the Depositary for the Securities of such series shall no longer be a clearing agency registered under the Exchange Act and

any other applicable statute or regulation at a time when the Depositary is required to be so registered to act as depositary, the Company

shall use its commercially reasonable efforts to appoint a successor Depositary with respect to the Securities of such series. If a successor

Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or

becomes aware of such ineligibility, the Company’s election pursuant to Section 3.01(13) shall no longer be effective

with respect to the Securities of such series and the Company shall execute and the Trustee, upon receipt of a written order of the Company

for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver as specified in such written

order(s), Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global

Security or Securities representing such series in exchange for such Global Security or Securities.

The Company may, at any time and in its sole discretion

determine, that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such

Global Security or Securities. In such event, the Company shall execute and the Trustee, upon receipt of a written order of the Company

for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver as specified in such written

order(s), Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global

Security or Securities representing such series in exchange for such Global Security or Securities.

If specified pursuant to Section 3.01

with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series

of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to the

Company and such Depositary. Thereupon, the Company shall execute and the Trustee shall, upon receipt of a written order of the Company

as described in Section 3.03, authenticate and deliver, without service charge:

(1) to

each Person specified by such Depositary, a new Security or Securities of the same series,

of any authorized denomination as requested by such Person, in aggregate principal amount

equal to, and in exchange for, such Person’s beneficial interest in the Global Security;

and

(2) to

such Depositary, a new Global Security in a denomination equal to the difference, if any,

between the principal amount of the surrendered Global Security and the aggregate principal

amount of Securities so delivered to Holders thereof.

In any exchange provided for in any of the preceding

three paragraphs, the Company shall execute and the Trustee, upon receipt of a written order of the Company as described in Section 3.03,

shall authenticate and deliver, Securities in definitive registered form in authorized denominations.

Upon the exchange of a Global Security for Securities

in definitive form, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant

to Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such Global

Security shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

Ownership of beneficial interests in a Global

Security shall be shown on, and transfers of such beneficial interests shall be effected only through, records maintained by the Depositary,

with respect to interests held by participants in the Depositary, and through records maintained by such participants, with respect to

interests held through such participants, in each case in accordance with the Applicable Procedures.

Notwithstanding anything to the contrary in this

Indenture, if any previously authenticated and delivered Global Securities are cancelled and Securities in definitive form are authenticated

and delivered in exchange thereof pursuant to this Section 2.04, the Company shall not be required to deliver any Officer’s

Certificate(s) or Opinion of Counsel to the Trustee.

The Company initially appoints the Trustee to

act as the Security Registrar and Paying Agent and to act as Depositary Custodian with respect to the Global Securities. The Company

has entered into (or will enter into in connection with the issuance of any series of Securities) a letter of representations with the

Depositary in the form provided by the Depositary and the Trustee and each agent of the Company or the Trustee are hereby authorized

to act in accordance with such letter and Applicable Procedures.

Article III

THE SECURITIES

3.01        Amount

Unlimited; Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture

is unlimited.

The Securities may be issued in one or more series,

and each such series shall, except as otherwise provided by this Section 3.01, rank equally and pari passu with all

other unsecured and unsubordinated indebtedness of the Company. There shall be established, in or pursuant to a Board Resolution, and

set forth in an Officer’s Certificate, or established in one or more supplemental indentures, prior to the initial issuance of

Securities of any series:

(1) the

title of the Securities of such series (which shall distinguish the Securities of such series

from all other Securities, except to the extent that additional Securities of an existing

series are being, or will be, issued);

(2) any

limit upon the aggregate principal amount of the Securities of such series that may be authenticated

and delivered under this Indenture (except for Securities authenticated and delivered upon

registration of transfer of, or in exchange for, or in lieu of, other Securities of such

series pursuant to Section 3.04, 3.05, 3.06, 4.03 or 11.04);

provided, however, that the authorized aggregate principal amount of such series

may from time to time be increased above such amount by a Board Resolution or as provided

in the supplemental indenture establishing the Securities of such series;

(3) the

date or dates on which the principal and premium, if any, on the Securities of such series

are payable or the method used to determine such date or dates;

(4) the

rate or rates (which may be fixed or variable) at which the Securities of such series shall

bear interest, if any, or the method by which such rate or rates shall be determined, whether

such interest shall be payable in cash or additional Securities of the same series or shall

accrue and increase the aggregate principal amount outstanding of such series, the date or

dates from which such interest shall accrue, or the method of determination thereof, the

Interest Payment Dates on which such interest shall be payable and the Regular Record Date,

if any, for the interest payable on any Interest Payment Date;

(5) if

other than the currency of the United States, the currency or currencies or currency unit

or units, including composite currencies, in which payment of the principal of, premium,

if any, or interest, if any, on the Securities of such series shall be payable and the manner

of determining the equivalent thereof in the currency of the United States for any purpose,

including for purposes of the definition of “Outstanding” in Section 1.01;

(6) if

the principal of, premium, if any, or interest, if any, on the Securities of such series

are to be payable, at the election of the Company, or a Holder, in a currency or currencies

or currency unit or units other than that in which the Securities are stated to be payable,

the currency, currencies or currency units in which the principal of or any premium or interest

on such Securities as to which such election is made shall be payable, the period or periods

within which, and the terms and conditions upon which, such election may be made or the other

circumstances under which any of such Securities are to be so payable, the time and manner

of determining the exchange rate between the currency in which the Securities of such series

are payable without such election and the currency in which the principal of or any premium

or interest on such Securities are to be paid if such election is made, and any provision

requiring the Holder to bear currency exchange costs by deduction from such payments;

(7) if

the amount of payments of principal of, premium, if any, or interest, if any, on, any of

the Securities of such series may be determined with reference to an index, formula or other

method, the manner in which such amounts shall be determined;

(8) the

place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee,

where the principal of, premium, if any, and interest, if any, on, the Securities of such

series shall be payable, the place or places where the Securities of such series may be presented

for registration of transfer or exchange, and the place or places where notices and demands

to or upon the Company in respect of the Securities of such series may be made;

(9) if

applicable, the period or periods within or the date or dates on which, the price or prices

at which, and the terms and conditions upon which, Securities of such series may be redeemed,

purchased, exchanged or repaid, in whole or in part, at the option of the Company;

(10) if

applicable, the period or periods within or the date or dates on which, the price or prices

at which, and the terms and conditions upon which, Securities of such series may be redeemed,

in whole or in part, at the option of the Holders;

(11) the

obligation or right, if any, of the Company to redeem, purchase or repay Securities of such

series pursuant to any sinking fund or analogous provisions or at the option of a Holder

thereof and the period or periods within which, the price or prices at which, the currency

or currencies (including currency unit or units) in which and the other terms and conditions

upon which Securities of such series shall be redeemed, purchased or repaid, in whole or

in part, pursuant to such obligation;

(12) whether

the Securities of such series will be convertible into or exchangeable for other Securities,

Capital Stock or other securities of any kind of the Company or another Person, and, if so,

the terms and conditions upon which such Securities will be so convertible or exchangeable,

including the initial conversion or exchange price or rate or the method of calculation,

how and when the conversion price or exchange ratio may be adjusted, whether conversion or

exchange is mandatory, at the option of the holder or at the Company’s option, the

conversion or exchange period, and any other provision in addition to or in lieu of those

described herein;

(13) whether

the Securities shall be issued 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 and the form of

any legend or legends which will be borne by any such Global Securities, and any circumstances

in which any such Global Security may be exchanged in whole or in part for Securities registered,

and 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 any other provisions governing exchanges or transfers of such Global Security;

(14) the

date as of which any Global Securities of such series shall be dated if other than the original

issuance of the first Security of such series to be issued;

(15) the

denominations in which Securities of such series, if any, shall be issuable, if other than

the denominations of $2,000 and any integral multiple of $1,000 in excess thereof;

(16) if

other than the principal amount thereof, the portion of the principal amount of any of the

Securities of such series which shall be payable upon declaration of acceleration of the

maturity thereof pursuant to Section 6.02;

(17) whether

the Securities of such series are to be issued with original issue discount, including whether

such security may be deemed an Original Issue Discount Security, and the amount of discount

with which such Securities may be issued;

(18) the

application, if any, of Section 13.01, or such other means of satisfaction and

discharge as may be specified for such Securities of such series;

(19) whether

the Securities of such series, in whole or any specified part, shall be subject to defeasance

or covenant defeasance pursuant to Section 13.02 and, if so, the provisions relating

thereto and the manner in which any election by the Company to provide for defeasance or

covenant defeasance of such Securities shall be evidenced if different from the provisions

herein relating thereto;

(20) the

appointment of any Paying Agent or agents, Security Registrar or Authenticating Agent for

the Securities of such series, if other than the Trustee;

(21) any

deletions from or modifications of or additions to the Events of Default set forth in Section 6.01

that apply to the Securities of such series, any change in the right of the Trustee or the

requisite Holders of such Securities to declare the principal amount thereof due and payable

pursuant to Section 6.02 or any other modifications to Article VI;

(22) any

deletions from or modifications of or additions to the covenants set forth in Article V

that apply to the Securities of such series;

(23) whether

the Securities of such series are to be guaranteed and, if so, the terms and conditions upon

which such Securities will be guaranteed, including (x) the form and terms of any Guarantor’s

guarantee (including provisions relating to seniority or subordination of such guarantee,

the release of such guarantee, any payment or other obligations on such Securities), (y) any

additions or changes to this Indenture to permit or facilitate guarantees of such Securities

and (z) any deletions from, modifications of or additions to the Guarantee set forth

in Article XIV;

(24) whether

payment of amounts due with respect to Securities of such series is subordinated in right

of payment to the prior payment of any other indebtedness, and, if so, the extent and the

manner of such subordinations and any other provisions relating thereto;

(25) any

additions or changes to this Indenture with respect to the Securities of such series as shall

be necessary to permit or facilitate the issuance of the Securities of such series in bearer

form, registrable or not registrable as to principal, and with or without interest coupons;

(26) the

form of the Securities of such series;

(27) provisions,

if any, granting special rights to Holders upon the occurrence of specified events; and

(28) any

other terms of the Securities of such series, and if applicable, the guarantees thereof,

and any other deletions from or modification of or additions to this Indenture in respect

of such Securities.

If any of the terms of the series are established

by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be delivered to the Trustee

at or prior to the initial issuance of Securities of such series as may be requested by such Trustee. No Officer’s Certificate

may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise with respect to any series of Securities

except as the Trustee may agree in writing.

3.02        Denominations.

Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, and except as provided

in Section 3.03, the Securities of each series shall be issuable in denominations of $2,000 and any integral multiple of

$1,000 in excess thereof. Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance

with such plan as the Authorized Officers executing the same may determine with the reasonable approval of the Trustee.

3.03        Execution,

Authentication, Delivery and Dating. The Securities shall be signed on behalf of the Company by an Authorized Officer. Such signatures

may be manual, facsimile or other electronic signatures, or electronic copies thereof, of any present or future Authorized Officer and

may be imprinted or otherwise reproduced on the Securities.

Only such Securities as shall bear thereon a certificate

of authentication substantially in the form set forth in Section 2.02, manually or electronically executed (or as otherwise

specified in a supplemental indenture with respect to a series of Securities) by the Trustee, shall be entitled to the benefits of this

Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall

be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder.

Securities bearing the manual or other electronic

signatures, or electronic copies thereof, of an individual who was at any time an Authorized Officer shall bind the Company, notwithstanding

that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such

office 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 of any series executed by the Company to the Trustee for authentication.

The Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, signed by an Authorized

Officer, or pursuant to such procedures reasonably acceptable to the Trustee and such recipients, without any further action by the Company.

In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities,

the Trustee shall be entitled to receive, and shall be fully protected in relying upon:

(1) the

instrument or instruments establishing the form or forms and terms of the Securities of such

series, as provided in Section 2.01 and Section 3.01;

(2) an

Officer’s Certificate delivered in accordance with Section 1.03 hereof;

and

(3) an

Opinion of Counsel prepared in accordance with Section 1.03, to the following

effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations

as such counsel shall deem appropriate:

(i) the

forms and terms of such Securities have been established in conformity with Section 2.01

and Section 3.01 of this Indenture;

(ii) all

conditions precedent set forth in Section 2.01, Section 3.01 and

Section 3.03 of this Indenture to the authentication and delivery of such Securities

have been complied with; and

(iii) such

Securities, when authenticated and delivered by the Trustee and issued by the Company in

the manner and subject to any conditions specified in such Opinion of Counsel, will constitute

valid and binding obligations of the Company entitled to the benefits provided by this Indenture,

and enforceable in accordance with their terms, subject to (a) bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws

affecting creditors’ rights generally, (b) general principles of equity (regardless

of whether enforceability is considered in a proceeding in equity or at law), (c) other

commonly recognized statutory and judicial constraints as to enforceability, including statutes

of limitations, and (d) public policy considerations which may limit the rights of parties

to obtain certain remedies.

The Trustee shall have the right to decline to

authenticate and deliver the Securities of such series if the Trustee on the advice of counsel reasonably determines that such action

may not lawfully be taken or would expose the Trustee to personal liability. The Trustee shall have no duty to make such an examination

or determination.

Each Security shall be dated the date of its authentication.

Notwithstanding the provisions of Section 3.01

and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary

to deliver the Officer’s Certificate(s) otherwise required pursuant to Section 3.01 or the written order of the

Company and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication

of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first

Security of such series to be issued.

3.04        Temporary

Securities. Pending the preparation of a permanent Global Security or definitive Securities of any series, the Company may execute,

and upon compliance with Section 3.03, the Trustee shall authenticate and deliver, temporary Securities that are printed,

lithographed, typewritten, engraved or produced by any combination of these methods, 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 Authorized Officers executing such Securities may determine, as evidenced by their execution of such Securities.

In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding

Securities of such series.

If temporary Securities of any series are issued,

the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive

Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon

surrender of the temporary Securities of such series. Upon surrender for cancellation of any one or more temporary Securities of any

series, the Company shall execute and the Trustee shall, upon receipt of a written order of the Company as described in Section 3.03,

authenticate and deliver in exchange therefor, a like principal amount of definitive Securities of the same series of authorized denominations

and of like tenor.

Until so exchanged, the temporary Securities of

any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series except

as otherwise specified as contemplated by Section 3.01 with respect to the payment of interest on Securities in temporary

form. Such exchanges shall be made by the Company at its expense and without any charge therefor.

Upon any exchange of a portion of a temporary

Global Security for a definitive Security pursuant to this Section 3.04 or Section 3.06, the temporary Global

Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal

amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. Notwithstanding anything

to the contrary in this Indenture, if any portion of a temporary Global Security is cancelled and Securities in definitive form are authenticated

and delivered in exchange thereof pursuant to this Section 3.04, the Company shall not be required to deliver any Officer’s

Certificate(s) or Opinion of Counsel to the Trustee.

3.05        Registration;

Registration of Transfer and Exchange. The Company shall cause to be kept for each series of Securities a register or registers herein

sometimes collectively referred to as the “Security Register” in which, subject to such reasonable regulations

as it may prescribe, the Company shall provide for the registration of such Securities and of transfers of such Securities. Such register

shall be kept at the office or agency of the “Security Registrar” for the purpose of registering such Securities

and transfers of such Securities as herein provided.

Upon surrender for registration of transfer of

any Security of any series, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company as described

in Section 3.03, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities

of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity. In

no case shall there be more than one Security Register for a series of Securities.

At the option of the Holder, Securities of any

series (except a Global Security) may be exchanged for other Securities of the same series and of like tenor, of any authorized denominations

and of a like aggregate principal amount and Stated Maturity upon surrender of the Securities to be exchanged. Whenever any Securities

are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company as

described in Section 3.03, authenticate and deliver the Securities that the Holder making the exchange is entitled to receive.

Notwithstanding any other provision of this Section 3.05,

unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all

or a portion of the Securities of a series may not be transferred except as a whole by the Depositary to the 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 to a nominee of such successor Depositary.

All Securities issued upon any registration of

transfer or exchange of Securities 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.

Every Security presented or surrendered for registration

of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument

of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or its attorney duly authorized in

writing.

No service charge shall be made for any registration

of transfer or exchange of Securities, 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.

The Company shall not be required to (i) issue,

register the transfer of or exchange Securities of any particular series during a period beginning at the opening of business 15 days

before the day of selection of Securities of such series to be redeemed under Section 4.02 and ending at the close of business

on the day of the sending of a notice of redemption of Securities of such series selected for redemption or (ii) 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.

Each Holder agrees to indemnify the Company and

the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation

of any provision of this Indenture and/or applicable U.S. federal or state securities laws.

In connection with any transfer or exchange of

any Security outside the book-entry system of the Depositary, the Holder that is the transferor of the Security (or the Company, to the

extent the information is reasonably available to the Company) shall use commercially reasonable efforts to provide or cause to be provided

to the Trustee all information that is reasonably requested by the Trustee that is necessary to allow the Trustee to comply with any

applicable tax reporting obligations, including any cost basis reporting obligations under Section 6045 of the U.S. Internal Revenue

Code of 1986, as amended. The Trustee may conclusively rely on any such information provided to it and shall have no responsibility to

verify or ensure the accuracy of such information.

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 or beneficial

owners of interests 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.

None of the Trustee, any Paying Agent, the Security

Registrar, the Company or any Guarantor shall have any responsibility for any actions taken or not taken by the Depositary.

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, upon receipt of a written order of the Company as described in Section 3.03, authenticate and deliver in exchange

therefor, a new Security of the same series and 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 requested by them to hold each of them and any agent of any of them harmless, then the Company shall execute and,

upon written request, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security

of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or

stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security,

pay such Security.

Upon the issuance of any new Security under this

Section 3.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that

may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant

to this Section 3.06 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual

obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall

be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued

hereunder.

The provisions of this Section 3.06

are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,

destroyed, lost or stolen Securities.

3.07        Payment

of Interest; Interest Rights Preserved. Interest on any Security that 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 and, with respect to any Global Security, in accordance with the

Applicable Procedures.

Any interest on any Security of any series that

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 at the close of business on the relevant Regular Record Date, and such Defaulted Interest

shall be paid by the Company, at its election, as provided in either clause (1) or (2) below:

(1) The

Company may elect to make payment of any Defaulted Interest to the Persons in whose names

the Securities of such series (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 Special Record Date shall be fixed in the following manner. The Company shall notify

the Trustee, in writing, as to the amount of Defaulted Interest proposed to be paid on each

Security of such series 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 reasonably 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 Company 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, unless otherwise agreed to by the

Trustee, not less than 10 days after the receipt by the Trustee of the written notice of

the proposed payment. The Company shall promptly notify the Trustee, in writing, 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 e-mailed or mailed (first-class postage prepaid) to each Holder of Securities of such

series at such Holder’s e-mail or address as it appears in the Security Register or

sent pursuant to Applicable Procedures, 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 given, such Defaulted Interest shall be paid to the Persons in whose

names the Securities of such series (or their respective predecessor Securities) are registered

at the close of business on such Special Record Date.

(2) The

Company may make payment of any Defaulted Interest on the Securities of any series in any

other lawful manner not inconsistent with the requirements of any Depositary or any securities

exchange on which such Securities may be listed, and upon such notice as may be required

by such Depositary or securities exchange, if, after written notice given by the Company

to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall

be reasonably deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 3.07,

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.

3.08        Persons

Deemed Owners. The Company and the Trustee, and their respective agents, shall treat the Person in whose name any Security is registered

as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.07)

interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security shall be overdue, and neither

the Company nor the Trustee, nor their respective agents, shall be affected by notice to the contrary.

None of the Company, any Guarantor, the Trustee,

any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments

made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating

to such beneficial ownership interests. The Company, any Guarantor, the Trustee, any Paying Agent and the Security Registrar shall be

entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes

of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional

amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such

Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof.

3.09        Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any payment in respect

of a sinking fund or analogous obligation 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 that the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly

cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in

this Section 3.09, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be

disposed of by the Trustee pursuant to its standing procedures, and the Trustee shall, upon written request therefor, deliver to the

Company a certificate of cancellation in respect thereof.

3.10        Computation

of Interest; Calculations. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series,

any determination of interest, additional amounts, redemption price, premium, if any, and any other amounts payable with respect to the

Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall be responsible for making calculations

called for under the Securities and this Indenture, including determination of interest, additional amounts, redemption price, premium,

if any, and any other amounts payable on the Securities. Absent manifest error, the Company’s calculations will be final and binding

on the Holders. The Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent

verification.

3.11        CUSIP

Numbers, ISINs and Common Code Numbers. The Company in issuing any Securities may use “CUSIP” numbers, “ISINs”

and/or “Common Code” numbers (if then generally in use), and, if so, the Trustee shall as a convenience use “CUSIP”

numbers, “ISINs” and/or “Common Code” numbers in notices to Holders; provided 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 and that reliance may be placed only on the other identification numbers printed on the Securities. The Company will promptly

notify the Trustee in writing of any change in the “CUSIP” numbers, “ISINs” and/or “Common Code”

numbers of any Securities.

Article IV

REDEMPTION OF SECURITIES

4.01        Applicability

of Right of Redemption. Redemption of Securities (other than pursuant to a sinking fund or analogous provision, if applicable) permitted

by the terms of any series of Securities shall be made in accordance with such terms and Section 4.02, Section 4.03,

Section 4.04 and (with respect to any redemptions for which Section 4.02 Section 4.03 and Section 4.04

are not applicable) Section 4.06; provided, however, that, notwithstanding anything to the contrary in this

Article IV, if any such terms of a series of Securities shall conflict with any provisions of this Article IV,

the terms of such series shall govern with respect to such Securities.

4.02        Election

to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be

evidenced by, or effected pursuant to, an Officer’s Certificate delivered to the Trustee at least three Business Days prior to

the time notice of redemption is sent to the Holders of the Securities (or such lesser number of days as the Trustee shall approve).

In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series,

it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02.

Any notice of redemption to be given to the Holders

of the Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 not less than

10 nor more than 60 days prior to the date fixed for redemption, except that any notice of redemption may be mailed or electronically

delivered more than 60 days prior to a redemption date if the notice is issued in connection with a legal or covenant defeasance of the

Securities or a satisfaction and discharge of this Indenture or as a result of a delay in the redemption date in accordance with the

immediately succeeding sentence. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction

of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition and, if applicable, shall

state that, in the Company’s discretion, the (i) redemption date may be delayed until such time (including by more than 60

days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions

shall be satisfied or waived by the Company in its sole discretion, or (ii) such redemption may not occur and such notice may be

rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption

date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price

and performance of the Company’s obligations with respect to such redemption may be performed by another Person (but the Company

shall remain responsible in the event of any failure of such other Person to perform any such obligations).

Each such notice of redemption shall specify the

date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed,

shall state the section of this Indenture and the Securities authorizing redemption and shall state that payment of the redemption price

of the Securities to be redeemed, together with interest accrued thereon to, but excluding, the Redemption Date, will be made upon presentation

and surrender of such Securities and that, (unless the Company shall default in the payment of such Securities or portions thereof at

the redemption price, together with interest accrued thereon, if any, to, but excluding, the Redemption Date) from and after the Redemption

Date, any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be Outstanding and the Holder(s) thereof

shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender.

The notice shall state the “CUSIP” number, “ISIN” and/or “Common Code” number and that no representation

is made as to the correctness or accuracy of the “CUSIP” number, “ISIN” and/or “Common Code” number,

if any, listed in such notice or printed on the Securities.

In case any Security of a series is to be redeemed

in part only (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01),

the notice that relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the

Redemption Date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed

portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum denomination, as set forth

pursuant to Section 3.01, of principal amount may be redeemed in part.

To the extent that the Securities of any series

have different terms, the Company shall designate the Securities to be redeemed if fewer than all of a series are to be redeemed. If

fewer than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than

three Business Days (or such lesser number of days as the Trustee shall approve) prior to the date such notice of redemption is to be

sent to the Holders of the Securities, written notice of the aggregate amount of the Securities to be redeemed.

If fewer than all of the Securities of a series

are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance

with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be

redeemed among the Holders (1) in compliance with the requirements of the principal national securities exchange, if any, on which

the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any

other method the Trustee shall deem appropriate or in accordance with applicable Depositary procedures, and shall thereafter promptly

notify the Company and any Paying Agent (if other than the Trustee) in writing of the Securities selected for redemption and the principal

amount thereof to be redeemed.

Any notice of redemption may be given by the Company

pursuant to this Section 4.02. At the Company’s request, the Trustee shall provide the notice of redemption in the

Company’s name and at its expense; provided that the Company has delivered a written request to the Trustee at least three

Business Days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, which request

shall set forth the information to be stated in such notice.

4.03        Payment

of Securities Called for Redemption. If notice of redemption shall have been given in the manner provided in Section 4.02,

the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in

such notice at the applicable redemption price, together with interest accrued thereon, if any, to, but excluding, the Redemption Date,

and on and after such Redemption Date (unless the Company shall default in the payment of such Securities or portions thereof at the

redemption price, together with such interest accrued thereon), from and after the Redemption Date any interest on the Securities or

portions of Securities so called for redemption shall cease to accrue and such Securities and portions of Securities shall be deemed

not to be Outstanding hereunder and shall not be entitled to any benefit under this Indenture except for the right of the Holder(s) thereof

to receive, in accordance with the next sentence, payment of the redemption price, together, if applicable, with accrued interest thereon,

if any, to, but excluding, the Redemption Date. On presentation and surrender of such Securities, on or after the Redemption Date, such

Securities or specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with

interest accrued thereon, if any, to, but, excluding, the Redemption Date. Notwithstanding anything to the contrary in this Article IV,

unless otherwise specified with respect to Securities of such series as contemplated by Section 3.01, installments of interest

that mature on Securities 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 Regular Record Dates according to their terms and the provisions

of Section 3.07; provided, however, that with respect to any Global Security, if the procedures of the Depositary

require payment to be completed in an alternate manner, in such case the procedures of the Depositary shall control.

Upon presentation and surrender of any Security

that is to be redeemed in part only, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company

as described in Section 3.03, authenticate and deliver to the Holder or transfer by book entry, at the expense of the Company,

a new Security or Securities of the same series of authorized denominations in principal amount equal to the unredeemed portion of the

Security so surrendered.

4.04        Deposit

of Funds for Redemption of Securities. On or prior to 11:00 a.m. Eastern Time on the Redemption Date of any Securities as hereinbefore

provided in this Article IV, the Company shall deposit in trust with the Trustee or with any Paying Agent (or if and to the

extent that the Company shall be acting as its own Paying Agent, the Company shall set aside, segregate and hold in trust) funds sufficient

to redeem the Securities or portions thereof to be redeemed on such Redemption Date, at the applicable redemption price, together with

interest accrued thereon, if any, to, but excluding, the Redemption Date. The Trustee or the Paying Agent, as applicable, will promptly

return to the Company any money deposited with the Trustee or the Paying Agent, as applicable, by the Company in excess of the amounts

necessary to pay the applicable redemption price, together with interest accrued thereon, if any, to, but excluding, the Redemption Date.

4.05        Mandatory

Redemption. Unless otherwise indicated for a particular series of Securities by an Officer’s Certificate, supplemental indenture

or Board Resolution, the Company shall not be required to make any mandatory redemption or sinking fund payment with respect to any series

of Securities.

4.06        Other

Transactions. Notwithstanding anything to the contrary in this Indenture, the Company, the Parent Guarantor and their respective

Affiliates, and their respective members of management, among other parties, may, at any time and from time to time, purchase, repurchase,

redeem, exchange, defease or otherwise acquire or retire the Securities by any means other than a redemption conducted pursuant to Section 4.02,

Section 4.03 and Section 4.04 of this Indenture (and, for the avoidance of doubt, without being subject to any

pro rata repurchase requirement), from any Person, upon such terms and conditions, at such prices and with such considerations as the

Company, the Parent Guarantor and their respective Affiliates and their respective members of management, among other parties, may determine,

including, without limitation, in negotiated transactions, open market purchases, by tender offer or any other transactions with one

or more Holders and/or beneficial owners of Securities.

Article V

PARTICULAR COVENANTS

5.01        Payments

of Principal, Premium, if Any, and Interest, if Any. The Company covenants and agrees, for the benefit of each series of Securities,

that it will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on the Securities of

that series at the times and places and in the manner provided herein and in the Securities of that series.

Notwithstanding anything to the contrary contained

in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other

similar taxes imposed by the United States or other state, local or non-U.S. taxing authorities from principal or interest payments hereunder.

5.02        Office

or Agency for Certain Purposes. The Company will maintain 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

in respect of such Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location,

and any change in the location, of any such office or agency.

The Company may also from time to time designate

one or more other offices or agencies where the Securities of one or more series 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 accordance with the requirements set forth

above. The Company will 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.

5.03        Waiver

of Certain Covenants. The Company and any Guarantors may omit in any particular instance to comply with any term, provision or condition

with respect to the Securities of any series and, if expressly provided pursuant to Section 3.01, any additional covenants

applicable to the Securities of such series if, before the time for such compliance, the Holders of not less than a majority in principal

amount of the Outstanding Securities of all series to which such term, provision or condition apply, voting as a single class,

by act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term,

provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly

waived, and, until such waiver shall become effective, the obligations of the Company and any Guarantors and the duties of the Trustee

in respect of any such term, provision or condition shall remain in full force and effect; provided, however, that, unless

otherwise specified with respect to any Securities pursuant to Section 3.01, no such waiver shall be permitted with respect to any

term, provision or condition which, under the terms of the Indenture, cannot be modified or amended without the consent of the Holder

of each Security of such series so affected.

5.04        Appointments

to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of the Trustee,

will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

5.05        Provisions

as to Paying Agent.

(a)            If

the Company shall appoint a Paying Agent other than the Trustee with respect to any series of Securities, the Company will cause such

Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee subject to this Section 5.05,

that it will, in addition to fulfilling the duties provided in Section 317 of the Trust Indenture Act, at any time during the continuance

of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

(b)            If

the Company or any Guarantor shall act as its own Paying Agent with respect to any series of Securities, it will comply with Section 317

of the Trust Indenture Act.

the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to 11:00 a.m. Eastern Time on

each due date of the principal of, premium, if any, or interest, if any, on any Securities of that series, deposit with a Paying Agent

a sum sufficient to pay the principal, premium, if any, or interest, if any, so becoming due, such sum to be held in trust for the benefit

of the Holders of such Securities, and (unless such Paying Agent is the Trustee) the Paying Agent shall promptly notify the Trustee of

the Company’s action or failure so to act.

(d)            Anything

in this Section 5.05 to the contrary notwithstanding, the Company may, at its option, at any time, for the purpose of obtaining

a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause

to be paid to the Trustee (or Paying Agent) all sums held in trust for any such series by it, or by any Paying Agent hereunder, as required

by this Section 5.05, such sums to be held by the Trustee upon the trusts herein contained.

(e)            Anything

in this Section 5.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.05

is subject to Section 13.04 and Section 13.05.

5.06         Statement

by Officers as to Default. The Company or, at its option, the Parent Guarantor shall deliver to the Trustee, prior to April 30

in each year, commencing with the year beginning on January 1, 2027 (or, if the fiscal year of the Company or Parent Guarantor does

not end on or around December 31 of each year, within 120 days after the end of its fiscal year), a written statement (which need

not be contained in or accompanied by an Officer’s Certificate) signed by one of the delivering Person’s Authorized Officers,

stating whether or not, to the best of his or her knowledge, the Company or any Guarantor (to the extent that such information as to

a Guarantor is required under the Trust Indenture Act) is in default in the performance and observance of any of the terms, provisions

and conditions of this Indenture (without regard to notice requirements or grace periods) and if the Company or any Guarantor (to the

extent that such information as to a Guarantor is required under the Trust Indenture Act) shall be in default, specifying all such defaults

and the nature and status thereof of which he or she may have knowledge. Such certificates need not comply with Section 1.03

of this Indenture.

5.07        Limitation

on Liens. Subject to the defeasance and covenant defeasance provisions of Section 13.02, for so long as any of the Securities

remain Outstanding, neither the Parent Guarantor nor any of its Subsidiaries shall create, incur, issue, assume or guarantee (collectively,

“incur”), any Debt secured by a Lien, other than a Permitted Lien (as defined below), upon any Principal Property

or the Capital Stock of any Subsidiary that owns any Principal Property, without equally and ratably securing any Securities then Outstanding

(for so long as such Debt is so secured). Any of the following Liens is a “Permitted Lien”:

(a)            Liens

securing any Hedging Obligations between the Parent Guarantor and any of its Subsidiaries, on the one hand, and one or more Persons that

are, at the time such Hedging Obligations is entered into, lenders under one or more Credit Facilities of the Parent Guarantor or any

of its Subsidiaries (or affiliates of such lenders), on the other hand, which Liens encumber assets that are also subject to Liens securing

Debt under Credit Facilities;

(b)            Liens

on Capital Stock in any joint venture owned by the Parent Guarantor or any of its Subsidiaries securing Debt of such joint venture;

in favor of the Parent Guarantor or any of its Subsidiaries, including, without limitation, Liens securing Debt between or among the

Parent Guarantor and any of its Subsidiaries;

(d)            Liens

securing Debt under Credit Facilities in an aggregate principal amount that, together with the aggregate amount of outstanding Debt secured

by Liens pursuant to clause (w) that extended, renewed, substituted or replaced Debt originally secured by Liens pursuant to this

clause (d) (or successively extended, renewed, substituted or replaced Debt secured by Liens pursuant to clause (w) that was

originally secured by Liens pursuant to this clause (d)), do not exceed the greater of (A) $12,100,000,000 and (B) the Borrowing

Base at the time of incurrence;

(e)            Liens

consisting of an agreement to sell, transfer or dispose of any asset or property to the extent not prohibited by Article XII of

this Indenture;

(f)             Liens

created in connection with any equity interest repurchase program in favor of any broker, dealer, custodian, trustee or agent administering

or effecting transactions pursuant to an equity interest repurchase program;

(g)            (A) Liens

on any Principal Property or on the Capital Stock of a Person holding such Principal Property to secure Debt existing at the time of

the acquisition of such Principal Property or Capital Stock of such Person holding such Principal Property and (B) Liens created

prior to, contemporaneously with or within 270 days after (or created pursuant to firm commitment financing arrangements obtained within

that period) the completion of the acquisition, improvement, alteration, construction or commencement of full operation of any Principal

Property (whichever is latest) to secure Debt incurred for the purposes of payment of the purchase price of such Principal Property or

the cost of such improvement, alteration, construction or commencement of full operation; provided, in the case of clauses (A) and

(B), that such Liens do not extend to any Principal Property or any Capital Stock of any Subsidiary that owns any Principal Property

other than (1) in the case of clause (A) such Principal Property so acquired or the Capital Stock of such Person so acquired

and (2) in the case of clause (B), such Principal Property so acquired, improved, altered, constructed or operationalized.

(h)            Liens

on property or assets of a Person existing at the time such Person is merged with or into or consolidated with the Parent Guarantor or

any Subsidiary of the Parent Guarantor; provided that such Liens were in existence prior to and not incurred in contemplation

of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Parent

Guarantor or the applicable Subsidiary of the Parent Guarantor;

(i)             Liens

on assets of any Person existing at the time such Person becomes a Subsidiary of the Parent Guarantor; provided that such Liens

were in existence prior to and not incurred in contemplation of such Person becoming a Subsidiary of the Parent Guarantor and do not

extend to any assets other than those of the Person that became a Subsidiary of the Parent Guarantor;

(j)             Liens

of sellers of goods to the Parent Guarantor or any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or

similar provisions of applicable law in the ordinary course of business;

(k)             Liens

in favor of customs and revenue authorities arising by operation of law to secure payment of customs duties in connection with the importation

of goods;

(l)             Liens

created or assumed in the ordinary course of business in connection with workmen's compensation, unemployment insurance or other forms

of governmental insurance or benefits and other social security laws or similar laws or regulations (other than Liens arising under the

U.S. Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder), including

cash collateral for obligations in respect of letters of credit, guarantee obligations or similar instruments related to the foregoing

and deposits securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business,

or to secure the performance of bids, tenders or trade contracts (including, but not limited to, insurance contracts), leases, statutory

obligations, surety and appeal bonds (or deposits made to otherwise secure an appeal, stay or discharge in the course of any legal proceeding),

performance or completion bonds and other obligations of a like nature or other cash deposits required to be made, in each case in the

ordinary course of business;

(m)           Liens

with respect to landlords', carriers', warehousemen's, mechanics', materialmen's, suppliers', processors', workman's, repairmen's and

other like Liens imposed by law, securing obligations that are not overdue by more than 60 days or are being contested;

(n)            Liens

arising out of litigation or judgments being contested;

(o)            Liens

imposed by law for taxes, assessments or governmental charges or levies that (i) are not yet delinquent or are being contested in

good faith by appropriate proceedings or for which adequate reserves have been set aside in accordance with GAAP or other applicable

accounting rules or (ii) would not reasonably be expected to have a material adverse effect on the Parent Guarantor and its

Subsidiaries taken as a whole;

(p)            any

interest or title of a lessor, sublessor, lessee, sublessee, licensee, sublicensee, licensor or sublicensor under any lease or license

agreement in the ordinary course of business;

(q)            Liens

existing on the issue date of the applicable series of Securities;

(r)

Liens in favor of the United States or any state thereof, or in favor of any other country,

or political subdivision thereof, to secure certain payments pursuant to any contract or statute or to secure any Debt incurred for the

purpose of financing all or any part of the purchase price or improvements, or, in the case of real property, the cost of construction,

of the assets subject to such Liens, including, without limitation, Liens incurred in connection with pollution control, industrial revenue

or similar financing;

(s)            zoning

restrictions, easements, rights-of-way, restrictions on the use of property, other similar encumbrances incurred in the ordinary course

of business and minor irregularities of title, which do not materially interfere with the ordinary conduct of the business of the Parent

Guarantor and its Subsidiaries taken as a whole;

(t)             Liens

in connection with the operation of cash management programs and any statutory or common law provision relating to banker's Liens, rights

of set-off, revocation, refund, chargeback, overdraft or similar rights and remedies as to deposit, securities and commodities accounts

or other funds maintained with a creditor depository institution or a securities or commodities intermediary in the ordinary course of

business and not with the intent of granting security;

(u)            Liens

of a collection bank arising under Section 4-210 of the Uniform Commercial Code;

(v)            Liens

securing Debt in an aggregate principal amount that, together with (i) the aggregate amount of outstanding Attributable Debt in

respect of Sale/Leaseback Transactions entered into pursuant to Section 5.08(a) and (ii) the aggregate amount of

outstanding Debt secured by Liens pursuant to clause (w) that extended, renewed, substituted or replaced Debt originally secured

by Liens pursuant to this clause (v) (or successively extended, renewed, substituted or replaced Debt secured by Liens pursuant

to clause (w) that was originally secured by Liens pursuant to this clause (v)), do not exceed the greater of (A) $3,240,000,000

and (B) 15.0% of Consolidated Net Tangible Assets at the time of incurrence; and

(w)              any

extension, renewal, substitution or replacement (and successive extensions, renewals, substitutions and replacements), in whole or in

part, of any Lien that was previously so secured, and permitted to be secured under this Indenture; provided that (i) such extension,

renewal, substitution or replacement Lien is limited to the same property that secured the original Lien (plus improvements and accessions

to such property) and (ii) the principal amount of the Debt secured by the new Lien is not greater than the principal amount of

any Debt secured by the Lien that is refinanced, replaced, refunded, renewed, exchanged, substituted, repaid or extended, plus accrued

interest and any fees and expenses, including, without limitation, premium or defeasance costs payable in connection with any such refinancing,

replacement, refunding, renewal, exchange, repayment or extension.

For purposes of determining compliance with this

Section 5.07, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this

Section 5.07 but may be incurred under any combination of such categories (including in part under one such category and

in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more

of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof)

in any manner that complies with this Section 5.07; provided, however, that any Liens under the ABL Credit

Agreement existing on the issue date of the applicable series of Securities shall be deemed to be incurred under clause (d) of the

definition of “Permitted Liens” above and may not be reclassified.

Any Lien created for the benefit of the Holders

of the Securities pursuant to this Section 5.07 shall provide by its terms that such Lien shall be automatically and unconditionally

released and discharged upon the release and discharge of the Lien giving rise to the obligation to equally and ratably secure the Securities.

5.08        Limitation

on Sale and Leaseback Transactions. Subject to the defeasance and covenant defeasance provisions of Section 13.02, for

so long as any of the Securities remain Outstanding, the Parent Guarantor shall not, and shall not permit any of its Subsidiaries to,

enter into any Sale/Leaseback Transaction with respect to a Principal Property and with a lease exceeding three years, other than leases

between or among the Parent Guarantor and its Subsidiaries, unless:

(a)

the Parent Guarantor and/or such Subsidiary or Subsidiaries would be entitled

to incur Debt in an amount equal to or greater than the Attributable Debt in respect of such Sale/Leaseback Transaction, secured by a

Lien on such Principal Property without being required to secure the Securities in accordance with Section 5.07 of this Indenture;

and

(b)            within

180 days after such Sale/Leaseback Transaction, the Parent Guarantor or such Subsidiary applies an amount equal to the net proceeds of

such Sale/Leaseback Transaction to the retirement of funded Debt of Parent Guarantor or any of its Subsidiaries or the purchase, acquisition

or, in the case of real property, construction of other property that will constitute Principal Property; provided, however,

that the amount to be applied to the retirement of funded Debt shall be reduced by (a) the principal amount of any Securities delivered

within 180 days after such sale to the Trustee for retirement and cancellation, and (b) the principal amount of such funded Debt,

other than Securities, voluntarily retired by Parent Guarantor or any of its Subsidiaries within 180 days after such sale or transfer.

Notwithstanding the foregoing, no retirement referred to in this clause (b) may be effected by payment at maturity or pursuant to

any mandatory sinking fund payment or any mandatory prepayment provision.

Article VI

REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

6.01        Events

of Default.

“Event of Default,” wherever

used herein with respect to Securities of any series, means any one of the following events unless such event is specifically deleted

or modified in or pursuant to the supplemental indenture or Officer’s Certificate establishing the terms of the Securities of such

series pursuant to Section 3.01 of this Indenture:

(1) default

in the payment of any interest on any of the Securities of such series when such interest

becomes due and payable, and continuance of such default for a period of 30 days (unless

the entire amount of such payment is deposited by the Company or a Guarantor with the Trustee

or with a Paying Agent prior to 11:00 a.m., New York City time, on the 30th day of such period);

(2) default

in the payment of any principal of or premium, if any, on, any of the Securities of such

series when due;

(3) default

in the performance, or breach, of any covenant of the Company or any applicable Guarantor

in this Indenture or any Security of such series (other than a covenant for which the consequences

of breach or nonperformance are addressed elsewhere in this Section 6.01 or a

covenant that has expressly been included in this Indenture, whether or not by means of a

supplemental indenture, solely for the benefit of Securities of a series other than such

series), and continuance of such default or breach (without such default or breach having

been cured or waived in accordance with the provisions of this Indenture) for a period of

90 days (or, solely in the case of default in the performance, or breach, of Section 8.03,

180 days) after the Company has received written notice, by registered or certified mail

or overnight air courier guaranteeing next day delivery, delivered by the Trustee or after

the Company and the Trustee have received written notice, by registered or certified mail

or overnight air courier guaranteeing next day delivery, delivered by the Holders of at least

25% in aggregate principal amount of the Outstanding Securities of such series, specifying

such default or breach and requiring it to be remedied and stating that such notice is a

“notice of default” hereunder;

(4) default

or defaults under one or more indentures or instruments for indebtedness for borrowed money

under which the Company or any of its Significant Subsidiaries has outstanding an aggregate

principal amount of at least $300,000,000 and either (A) such indebtedness is already

due and payable in full or (B) such default or defaults results in an acceleration of

the payment of the maturity of such indebtedness; provided, however, that no

default or Event of Default shall be deemed to occur with respect to any such accelerated

indebtedness that is paid or is otherwise acquired or retired within 20 Business Days after

such acceleration;

(5) the

Guarantee of the Parent Guarantor or any Significant Subsidiary with respect to such series

of Securities is held in any judicial proceeding to be unenforceable or invalid or, except

as permitted by this Indenture, ceases for any reason to be in full force and effect, or

the Parent Guarantor or any Significant Subsidiary denies or disaffirms its obligations under

its Guarantee with respect to the Securities of such series in writing, in each case other

than by reason of release pursuant to the terms of this Indenture or the terms of any other

documents with respect to such series of Securities and such event continues for ten Business

Days;

(6) the

entry by a court having jurisdiction in the premises of (A) a decree or order for relief

in respect of the Company, the Parent Guarantor or any Significant Subsidiary in an involuntary

case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar

law or (B) a decree or order adjudicating the Company, the Parent Guarantor or any Significant

Subsidiary bankrupt or insolvent, or appointing a custodian, receiver, conservator, liquidator,

assignee, trustee, sequestrator or other similar official of the Company, the Parent Guarantor

or any Significant Subsidiary or for substantially all of the properties and assets of the

Company, the Parent Guarantor or any Significant Subsidiary, or ordering the winding up or

liquidation of the affairs of the Company, the Parent Guarantor or any Significant Subsidiary,

other than as permitted under Article XII hereto, and the continuance of any such decree

or order for relief unstayed and in effect for a period of 90 consecutive days;

(7) the

commencement by the Company, the Parent Guarantor or any Significant Subsidiary of a voluntary

case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar

law or of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent

by the Company, the Parent Guarantor or any Significant Subsidiary to the entry of a decree

or order for relief in respect of the Company, the Parent Guarantor or any Significant Subsidiary

in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization

or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding

against the Company, the Parent Guarantor or any Significant Subsidiary or the consent by

the Company, the Parent Guarantor or any Significant Subsidiary to the filing of such petition

or to the appointment of a custodian, receiver, conservator, liquidator, assignee, trustee,

sequestrator or similar official of the Company, the Parent Guarantor or any Significant

Subsidiary or for substantially all of the properties and assets of the Company, the Parent

Guarantor or any Significant Subsidiary, or the making by the Company, the Parent Guarantor

or any Significant Subsidiary of an assignment for the benefit of creditors; or

(8) any

other Event of Default provided with respect to Securities of such series that is specified

in an Officer’s Certificate or supplemental indenture hereto pursuant to Section 3.01.

6.02        Acceleration

of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clauses (6) or

(7) of Section 6.01) with respect to the Securities of any series occurs and is continuing, then either the Trustee

or the Holders of not fewer than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal

of all the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, and accrued and

unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given

by the Holders), and upon any such declaration such principal or such lesser amount, as the case may be, and such accrued and unpaid

interest shall become immediately due and payable. If an Event of Default specified in clauses (6) or (7) of Section 6.01

with respect to the Securities of any series occurs, then the principal of all of the Securities of such series, or such lesser amount

as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon 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 the Securities of

such series.

At any time after Securities of any series have

been accelerated (whether by declaration of the Trustee or the Holders or automatically) and before a judgment or decree for payment

of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of not fewer than

a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee,

may rescind and annul such acceleration and its consequences if all existing Events of Default with respect to that series have been

cured or waived as provided in Section 6.07, except non-payment of principal (or such lesser amount) or interest that has

become due solely because of the acceleration, and amounts owing to the Trustee pursuant to Section 7.07 have been paid.

No such rescission shall affect any subsequent default.

Any time period in this Indenture to cure any

actual or alleged default or Event of Default may be extended or stayed by a court of competent jurisdiction; provided that a

notice of default may not be given with respect to any action taken, and reported publicly or to the Holder of the Securities of such

series, more than two years prior to such notice of default.

The Company and the Trustee may, to the extent

provided in Section 11.01, enter into one or more supplemental indentures with respect to any series of the Securities that

may provide for additional, different or fewer Events of Default with respect to such series of Securities. Additional, different or

fewer Events of Default with respect to such series of Securities may also be set forth pursuant to Section 3.01.

6.03        Collection

of Indebtedness by Trustee; Trustee May Prove Debt. The Company covenants that (i) in case a default shall be made in the

payment of any installment of interest on any of the Securities, as and when the same shall become due and payable, and such default

shall have continued for a period in excess of 30 days, or (ii) in case a default shall be made in the payment of the principal

of or premium, if any, on any of the Securities when and as the same shall have become due and payable, whether upon maturity of the

Securities or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee,

for the benefit of the Holders of such Securities, the whole amount that then shall have become due and payable on such Securities for

principal and premium, if any, interest, if any, with interest upon the overdue principal and premium, if any, of each such Security

and (to the extent legally enforceable under applicable law) upon any installments of interest, at the rate borne by such Security, and,

in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable

compensation to the Trustee, its agents, attorneys and counsel, and any expenses or liabilities incurred by the Trustee hereunder other

than through its gross negligence, willful misconduct or bad faith.

All rights of action and of asserting claims under

this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities

of such series, or the production thereof on any trial or other proceeding relative thereto, and any such suit or proceeding instituted

by the Trustee shall be brought, in accordance with Section 317 of the Trust Indenture Act as may be authorized therein, in its

own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Securities

of such series. In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of

this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Securities of a

series, and it shall not be necessary to make any Holders of the Securities of such series parties to any such proceedings.

In case of an Event of Default hereunder with

respect to Securities of a particular series, the Trustee may, but shall not be under any obligation to, proceed to protect and enforce

the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect

and enforce any of such rights, either by suit in equity or by action at law or by proceedings in bankruptcy or otherwise, whether for

the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this

Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. The Trustee is authorized

to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee

(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and

the Holders of the Securities allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities),

its creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other property payable

or deliverable on any such claims and any custodian 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 to 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 7.07. To the extent that the payment of any such compensation,

expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07

out of the estate in any such proceeding, shall be unpaid for any reason, payment of the same shall be secured by a lien on, and shall

be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive

in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 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’ committee

or other similar committee. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or

adopt on behalf of the Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series

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.

6.04        Application

of Proceeds. Any money or property collected by the Trustee with respect to a series of Securities pursuant to Section 6.03,

and after an Event of Default any money or other property distributable in respect of the Company’s obligations under this Indenture,

shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys or property:

FIRST: To the payment of all costs and expenses

in connection with the collection of such moneys, and all amounts payable to the Trustee, its agents and attorneys under Section 7.07;

and

SECOND: To the payment of the entire amounts then

due and unpaid upon the Securities in respect of which or for the benefit of which such moneys shall have been collected, without any

preference or priority, ratably according to the amounts due and payable upon such Securities upon presentation of the several Securities

and notation of such payment thereon, if partly paid, and upon surrender thereof, if fully paid.

Any surplus then remaining shall be paid to the

Company.

6.05        Limitations

on Suits by Holders. Except as set forth in Section 316(b) of the Trust Indenture Act, no Holder of any Security of any

series shall have any right by virtue or by availing itself of any provision of this Indenture to institute any suit, action or proceeding

in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other

remedy hereunder, unless (1) such Holder previously shall have given to the Trustee written notice of an Event of Default and of

the continuance thereof with respect to the Securities of such series, (2) the Holders of no fewer than 25% in aggregate principal

amount of the Outstanding Securities of that series shall have made written request upon the Trustee to institute such action, suit or

proceeding in its own name as Trustee hereunder and shall have offered, and if requested, provided to the Trustee such security or indemnity

as it may require against the costs, expenses and liabilities which may be incurred therein or thereby, (3) the Trustee for 60 days

after its receipt of such notice, request and offer of security or indemnity, shall have failed to institute any such action, suit or

proceeding and (4) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.07;

it being understood and intended, and being expressly covenanted by the Holder of every Security of such series with every other Holder

of Securities of such series and the Trustee, that no one or more Holders of the Securities of such series shall have any right in any

manner whatever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of the

Holders of any other of Securities or to obtain priority over or preference to any other such Holder, or to enforce any right under this

Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of the Securities of such

series.

6.06        Powers

and Remedies Cumulative; Delay or Omission Not Waiver. All powers and remedies given by this Article VI to the Trustee

or to the Holders of the Securities of any series shall, to the extent permitted by law and subject to Section 6.05, be deemed

cumulative and not exclusive of any other such powers and remedies or of any other powers or remedies available to the Trustee or such

Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in

this Indenture, and no delay or omission of the Trustee or of any Holder of the Securities of any series to exercise any right or power

accruing upon any default occurring and continuing as aforesaid, shall impair any such right or power, or shall be construed to be a

waiver of any such default or an acquiescence therein, and, subject to Section 6.05, every power and remedy given by this

Article VI or by law to the Trustee or to such Holders may be exercised from time to time, and as often as shall be deemed

expedient, by the Trustee or by such Holders.

6.07        Control

by Holders; Waiver of Default. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities

of all series affected by an Event of Default voting as a single class 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 with

respect to Securities of each such series; provided, however, that such direction shall not be otherwise than in accordance

with law and the provisions of this Indenture, involve the Trustee in personal liability or have been determined by the Trustee to be

unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain

whether or not any such directions are unduly prejudicial to such Holders); provided, further, that nothing in this Indenture

shall impair the right of the Trustee to take any action deemed proper by the Trustee and that is not inconsistent with such direction

by such Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series with

respect to which a default shall have occurred and be continuing voting as a single class may on behalf of the Holders of all

of the Securities of such affected series waive any past default hereunder with respect to the securities of such affected series and

its consequences, except that, unless otherwise specified with respect to any Securities pursuant to Section 3.01, no such

waiver shall be permitted with respect to any default of any provision which, under the terms of the Indenture, cannot be modified or

amended without the consent of the Holder of each Security of such series so affected (including a default in the payment of the principal

of, premium, if any, or interest, if any, on any of the Securities of such series) (provided, however, that the Holders

of at least a majority in aggregate principal amount of the Outstanding Securities of all series so accelerated voting as a single

class may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration).

In the case of any such waiver, such default shall cease to exist, any Event of Default arising from such default shall be deemed to

have been cured for every purpose of this Indenture, and the Company, any Guarantors, the Trustee and the Holders of the Securities of

each series shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent

or other default, except as may be provided for in the definition of “default.”

6.08        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 or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an

undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’

fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made

by the party litigant; provided, however, that this Section 6.08 shall not apply to a suit by the Trustee or

the Company, a suit by a Holder pursuant to Section 6.05 hereof, or a suit by Holders of more than 10% in principal amount

of the then Outstanding Securities of any series.

Article VII

CONCERNING THE TRUSTEE

7.01        Certain

Duties and Responsibilities.

(a)            The

Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred,

undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred

and is continuing and is known to the Trustee, the Trustee shall exercise the rights and powers vested in it by this Indenture and use

the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of

such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation

to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have

offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred

by it in compliance with such request or direction.

(b)            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 gross negligence, willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the

statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming

to the requirements of this Indenture; but in the case of any such certificates or opinions which by the provisions hereof are specifically

required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform

to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated

therein).

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.

(d)            No

provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent

failure to act or its own willful misconduct except that (i) this Section 7.01(d) shall not be construed to limit the

effect of Section 7.01(a) and (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible

Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not

be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with a direction received by it pursuant

to Section 6.07 and (iv) 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 if it shall

have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably

assured to it.

(e)            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 7.01.

(f)            The

permissive rights or powers of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.

(g)            None

of the Trustee or any agent of the Trustee shall have any responsibility or liability for any actions taken or not taken by the Depositary.

7.02

Notice of Defaults. If a default or an Event of Default occurs and is continuing with

respect to the Securities of any series and is known to the Trustee, the Trustee shall deliver to all Holders of the Securities of

such series, 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 of such series, the Trustee shall be protected in withholding such notice to the Holders if and so long as it in good faith

determines that the withholding of such notice is in the interest of the Holders of the Securities of such series.

7.03

Certain Rights of Trustee. Subject to the provisions of

Section 7.01:

(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 an instrument or written order signed in the

name of the Company by an Authorized Officer and any resolution of the Board of Directors of the Company may be sufficiently evidenced

by a Board Resolution of the Company;

in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering

or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith

on its part, conclusively rely upon an 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;

(f)             the

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or

document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see

fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled (subject to reasonable confidentiality

arrangements as may be proposed by the Company or any Guarantor) to make reasonable examination (upon prior notice and during regular

business hours) of the books, records and premises of the Company or a Guarantor, personally or by agent or attorney at the sole cost

of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(g)            the

Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or

attorneys or custodians or nominees and the Trustee shall not be responsible for the supervision of, or any misconduct or negligence

on the part of any agent or attorney appointed with due care by it hereunder;

(h)            the

Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it

to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(i)             the

rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to,

and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to

act hereunder;

(j)             the

Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual

knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust

Office of the Trustee, and such notice references the Securities and this Indenture;

(k)            in

no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever

(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or

damage and regardless of the form of action;

(l)             the

Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized

at such time to take specified actions pursuant to this Indenture;

(m)            the

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

(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 strikes, work stoppages, accidents, acts of war or

terrorism, civil or military disturbances, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes

or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and

hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access

or other unavailability of the Federal Reserve Bank wire or electronic or other wire or communication facility; it being understood that

the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as

soon as practicable under the circumstances; and

(o)            before

the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee shall

not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

7.04        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.

7.05        May Hold

Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar, any Depositary Custodian or any other

agent of the Company or any Guarantor, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject

to Sections 7.08 and 7.13, 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, Depositary Custodian or such other agent.

7.06        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.

7.07        Compensation

and Reimbursement. The Company and each Guarantor, jointly and severally, agrees (1) to pay to the Trustee, and the Trustee

shall be entitled to, from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for

all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation

of a trustee of an express trust); (2) except as otherwise expressly provided herein, to promptly reimburse the Trustee upon its

request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any

provision of this Indenture (including the reasonable and documented compensation and the reasonable and documented expenses and disbursements

of its agents and counsel), except any such expense, disbursement or advance as shall have been determined to have been caused by its

own negligence or willful misconduct as determined by a final order of a court of competent jurisdiction; and (3) to indemnify the

Trustee, its directors, officers, agents and employees for, and to hold them harmless against, any and all loss, damage, claim, liability

or expense incurred without gross negligence or willful misconduct on its part, as determined by a final order of a court of competent

jurisdiction, 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, including enforcement of this Section 7.07.

To secure the payment of obligations of the Company

and each Guarantor under this Section 7.07, 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 7.07, 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 6.01(6) or Section 6.01(7), 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 7.07 shall survive the resignation or removal of the Trustee and any satisfaction and discharge

of this Indenture.

7.08        Conflicting

Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee

shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, this Indenture.

7.09        Corporate

Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a Person (a) that is a corporation

organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws

to exercise corporate trustee power, (b) that is subject to supervision or examination by federal or state authorities, (c) that

has, or is a wholly owned subsidiary of a bank holding company that has, a combined capital and surplus of at least $50,000,000, and

(d) that is not the Company or any person directly or indirectly controlling, controlled by, or under common control with the Company.

If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a federal or state supervising

or examining authority, then for the purposes of this Section 7.09, the combined capital and surplus of such Person shall

be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the

Trustee shall cease to be eligible in accordance with the provisions of this Indenture, it shall resign immediately in the manner and

with the effect hereinafter specified in this Article VII.

7.10        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 VII shall become effective

until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.11.

(b)            The

Trustee may resign with respect to the Securities of one or more series at any time by giving written notice thereof to the Company.

If an instrument of acceptance by a successor Trustee with respect to such series in accordance with the applicable requirements of Section 7.11

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 with respect to such series.

Trustee may be removed at any time with respect to the Securities of any series by (i) action of the Holders of a majority in principal

amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company, or (ii) except during the continuance

of a default or Event of Default, the Company, by a Board Resolution. If an instrument of acceptance by a successor Trustee with respect

to such series in accordance with the applicable requirements of Section 7.11 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 with respect to such series.

(d)            If

at any time:

(i)              the

Trustee shall fail to comply with Section 7.08 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 7.09 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 6.08, 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 with respect to the Securities of any series, or if a vacancy shall

occur in the office of Trustee with respect to the Securities of any series for any cause, the Company, by a Board Resolution, shall

promptly appoint a successor Trustee with respect to such series. If, within one year after such resignation, removal or incapability,

or the occurrence of such vacancy, a successor Trustee shall be appointed by action of the Holders of a majority in principal amount

of the Outstanding Securities of such series 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 7.11, 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 7.11, any Holder

who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition

any court of competent jurisdiction for the appointment of a successor Trustee.

(f)             The

Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders

in the manner provided in Section 1.05. 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 7.10 shall not affect the obligation of the Company to indemnify

the Trustee pursuant to Section 7.07(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.

7.11        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 VII.

7.12        Merger,

Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which

it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,

or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the

Trustee hereunder; provided, however, that such corporation shall be otherwise qualified and eligible under this Article VII,

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.

7.13        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).

7.14        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 7.14,

the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in

its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with

the provisions of this Section 7.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified

in this Section 7.14.

Any corporation into which an Authenticating Agent

may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation

to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency

or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation

shall be otherwise eligible under this Section 7.14, without the execution or filing of any paper or any further act on the part

of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by

giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating

Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or

upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions

of this Section 7.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall

give notice of such appointment in the manner provided in Section 1.05, 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 7.14.

The Company agrees to pay to each Authenticating

Agent from time to time reasonable compensation for its services under this Section 7.14.

If an appointment is made pursuant to this Section 7.14,

the Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate

of authentication in the following form:

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

Indenture.

Dated:

TRUIST BANK, as Trustee

As Authenticating Agent

Authorized Signatory

Article VIII

HOLDERS LISTS AND REPORTS BY TRUSTEE AND PARENT GUARANTOR

8.01        Company

to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust Indenture Act, the Company

(and to the extent applicable under Section 312(a) of the Trust Indenture Act, any other obligor) shall furnish, or cause to

be furnished to the Trustee:

(a)            semi-annually

with respect to Securities of each series, within 15 days after each Regular Record Date, of each year or upon such other dates as are

set forth in or pursuant to the Board Resolution, Officer’s Certificate or supplemental indenture authorizing such series, a list,

in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date; and

(b)            within

30 days after the receipt by the Company of any written request from the Trustee, a list of similar form and content as of a date not

more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Security

Registrar no such list shall be required to be furnished.

8.02        Reports

by Trustee.

(a)            The

Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant

to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust

Indenture Act, the Trustee shall, within 60 days after each anniversary date following the first issuance of Securities pursuant to Section 3.01,

transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such anniversary date with respect

to any of the events specified in said Sections 313(a) and 313(b)(2) of the Trust Indenture Act which may have occurred since

the later of the immediately preceding anniversary date and the date of this Indenture.

(b)            The

Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein.

pursuant to this Section 8.02 shall be transmitted in the manner and to the Persons required by Sections 313(c) and

313(d) of the Trust Indenture Act.

8.03         Reports

by the Parent Guarantor.

(a)            To

the extent required by Section 314(a) of the Trust Indenture Act, the Parent Guarantor shall, so long as the Securities of

any series of Securities are Outstanding, file with the Trustee such information, documents and other reports as may be required to comply

with the provisions of Section 314(a) of the Trust Indenture Act.

(b)            Reports,

information and documents filed by the Parent Guarantor with the SEC via EDGAR (or any successor system thereto) will be deemed filed

with the Trustee for purposes of this Section 8.03 as of the time that such reports, information and documents are filed

via EDGAR (or any successor system thereto).

of reports, information and documents to the Trustee under this Section 8.03 are for informational purposes only, and the

Trustee’s receipt of the foregoing shall not constitute constructive or actual notice or knowledge of any information contained

therein or determinable from information contained therein, including the Company’s, the Parent Guarantor’s or any Guarantor’s

compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed under

any filing system or posted to any website.

Article IX

CONCERNING THE HOLDERS

9.01        Evidence

of Action Taken by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage or a majority in

aggregate principal amount of the Securities or of any or all series of Securities may take any action (including the making of any demand

or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such

action the Holders of such specified percentage or majority have joined therein may be evidenced (i) by any instrument or any number

of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (ii) by the record of the

Holders of the Securities voting in favor thereof at any meeting of Holders duly called and held in accordance with the rules and

procedures established pursuant to Article X or (iii) by a combination of such instrument or instruments and any such

record of such a meeting of Holders.

Members of, or participants in, a Depositary shall

have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Depositary 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 the Depositary

governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

9.02        Proof

of Execution of Instruments and of Holding of Securities. Subject to the provisions of Section 7.03 and Section 315

of the Trust Indenture Act, proof of the execution of any instrument by a Holder or its agent or proxy and proof of the holding by any

Person of any of the Securities shall be sufficient if made in the following manner:

The fact and date of the execution by any such

Person of any instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of

deeds to be recorded in any state within the United States, that the Person executing such instrument acknowledged to such notary or

other officer the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such

officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation,

association or partnership, such certificate or affidavit shall also constitute sufficient proof of such officer’s or member’s

authority. The fact and date of the execution of any such instrument may also be proved in any other manner which the Trustee may deem

sufficient.

The ownership of Securities may be proved by the

Security Register or by a certificate of the Security Registrar.

If the Company shall solicit from the Holders

of the Securities of any series any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may,

at its option, by Board Resolution, fix in advance a record date for the determination of Holders of the Securities entitled to give

such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company shall have no obligation to do

so. Any such record date shall be fixed at the discretion of the Company. If such a record date is fixed, such request, demand, authorization,

direction, notice, consent, waiver or other act may be sought or given before or after the record date, but only the Holders of the Securities

of record at the close of business on such record date shall be deemed to be the Holders of the Securities for the purpose of determining

whether Holders of the requisite proportion of Securities of such series Outstanding have authorized or agreed or consented to such request,

demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the Securities of such series Outstanding

shall be computed as of such record date.

The Trustee may require such additional proof,

if any, of any matter referred to in this Section 9.02 as it shall deem necessary.

9.03        Right

of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 9.01,

of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities or of any series of Securities

specified in this Indenture in connection with such action, any Holder of a Security which is shown, by evidence, to be included in the

Securities the Holders of which have consented to such action may, by filing written notice with the Trustee at its principal office

and upon proof of holding as provided in Section 9.02, revoke such action so far as concerns such Security. Except as aforesaid,

any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future holders and

owners of such Security, and of any Security issued in exchange therefor or in place thereof, irrespective of whether or not any notation

in regard thereto is made upon such Security or any Security issued in exchange therefor or in place thereof. Any action taken by the

Holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action

shall be conclusively binding upon the Company, the Trustee and the Holders of all the Securities.

Article X

HOLDERS’ MEETINGS

10.01      Rules for

Meetings. The Trustee may make reasonable rules and procedures for meetings of Holders.

Article XI

SUPPLEMENTAL INDENTURES

11.01     Supplemental

Indentures Without Consent of Holders. The Company, any applicable Guarantor, and the Trustee may from time to time and at any time

enter into one or more supplemental indentures hereto (which shall, but only to the extent applicable, conform to the provisions of the

Trust Indenture Act as it shall be in force at the date of execution of such supplemental indenture or indentures) for one or more of

the following purposes:

(1) to

convey, transfer, assign, mortgage or pledge to the Trustee as security for all or any series

of Securities any property or assets that the Company may desire;

(2) to

evidence the succession of another entity to the Company or any Guarantor, as applicable,

and the assumption by the successor entity of the covenants, agreements and obligations of

the Company or such Guarantor, as applicable, pursuant to Article XII;

(3) to

add to or modify the covenants and agreements of the Company for the protection of the Holders

of the Securities of all or any series (and if such covenants, agreements, restrictions or

conditions are to be for the benefit of fewer than all series of Securities, stating that

such covenants, agreements, restrictions or conditions are expressly being included solely

for the benefit of such series);

(4) to

add or modify any Events of Default for the benefit of the Holders of the Securities of all

or any series (and if such additional or modified Events of Default are to be for the benefit

of fewer than all series of Securities, stating that such additional or modified Events of

Default are expressly being included solely for the benefit of such series);

(5) to

prohibit the authentication and delivery of additional series of Securities under this Indenture;

(6) to

cure any ambiguity, omission, mistake, defect or inconsistency;

(7) to

make such other provisions in regard to matters or questions arising under this Indenture

as shall not be inconsistent with the provisions of this Indenture or any supplemental indenture;

provided that such action shall not adversely affect the rights of Holders of the

Securities of any series in any material respect;

(8) to

establish the form and terms of the Securities of any series as permitted in Section 2.01,

Section 3.01 and Section 3.03, or to authorize the issuance of additional

Securities of a series previously authorized or to add to the conditions, limitations or

restrictions on the authorized amount, terms or purposes of issue, authentication or delivery

of the Securities of any series, as herein set forth, or other conditions, limitations or

restrictions thereafter to be observed;

(9) to

evidence and provide for the acceptance of appointment hereunder by a successor Trustee with

respect to the Securities of one or more series or to add to or change any of the provisions

of this Indenture as shall be necessary to provide for or facilitate the administration of

the trusts hereunder by more than one Trustee, pursuant to Article VII;

(10) to

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

(11) to

delete, amend or supplement any provision contained herein or in any supplemental indenture

(which deletion, amendment or supplement may apply to one or more series of Securities or

may apply to this Indenture generally, including the amendment and restatement of this Indenture),

provided that such amendment or supplement does not (i) apply to any Security

of any series then Outstanding created or issued prior to the date of the supplemental indenture

pursuant to which such deletion, amendment or supplement, as the case may be, is made and

entitled to the benefit of such provision deleted, amended or supplemented by such supplemental

indenture or (ii) adversely modify the rights of the Holder of any such Security;

(12) to

add Guarantors or co-obligors for the benefit of the Securities of all or any series or to

release Guarantors from their Guarantees of Securities in accordance with the terms of the

applicable series of Securities;

(13) to

evidence or facilitate the release, termination, defeasance or discharge of a Guarantee of

the Securities of all or any series when such release, termination or defeasance, discharge

is permitted under the provisions of this Indenture;

(14) to

secure the Securities or Guarantees of the Securities of all or any series or to release

or discharge security for the Securities in accordance with the terms of the applicable series

of Securities;

(15) to

comply with the applicable procedures of the applicable Depositary;

(16) to

comply with the Trust Indenture Act or maintain the qualification of this Indenture under

the Trust Indenture Act; and

(17) to

conform the provisions of this Indenture and the Securities or any Guarantees of the Securities

to the description thereof contained in the applicable prospectus and any related prospectus

supplement.

Upon request of the Company, the Trustee is hereby

authorized to join with the Company and any applicable Guarantor in the execution of any such supplemental indenture, to make any further

appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or

pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture if the Trustee

reasonably concludes that such supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this

Indenture.

Any supplemental indenture authorized by the provisions

of this Section 11.01 shall be executed by the Company and the Trustee and shall not require the consent of the Holders of

any of the Securities at the time Outstanding, notwithstanding Section 11.02.

11.02     Supplemental

Indentures With Consent of Holders. With the consent of (i) the Holders of not less than a majority in principal amount of the

Outstanding Securities voting as a single class or (ii) if fewer than all of the series of the Outstanding Securities are

affected by such addition, change, elimination or modification, the Holders of not less than a majority in principal amount of the Outstanding

Securities of all series so affected by such supplemental indenture voting as a single class (including, for the avoidance of

doubt, consents obtained in connection with a purchase of, or tender offer or exchange for, such debt securities), the Company, any applicable

Guarantor, and the Trustee may from time to time and at any time enter into an indenture or supplemental indentures hereto (which shall,

but only to the extent applicable, conform to the provisions of the Trust Indenture Act as shall be in force at the date of execution

of such supplemental indenture or indentures) for the purpose, with respect to Securities affected by such supplemental indenture, of

adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture

with respect to Securities affected by such supplemental indenture or of modifying in any manner the rights of the Holders of the Securities

of each such series; provided, however, that no such supplemental indenture shall, without the consent of the Holder of

each Security so affected:

(a)            change

the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on any Security, or reduce the principal

amount thereof or the rate (or modify the calculation of such rate) of interest thereon, or reduce the amount payable upon redemption

thereof at the option of the Company, or reduce the amount of the principal of any Original Issue Discount Security that would be due

and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02;

(b)            adversely

affect the right of any Holder to receive payment of the principal of and interest on any Security on the Stated Maturity thereof or

impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, in each case as such

Stated Maturity may, if applicable, be extended in accordance with the terms of such Security, or, in the case of redemption at the option

of the Company, on or after the Redemption Date;

the currency in which the principal of, any premium or interest on, any Security is payable;

(d)            reduce

the percentage in principal amount of the Outstanding Securities of any series the consent of whose Holders is required for any such

supplemental indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture

or certain defaults hereunder and their consequences) provided for in Section 5.03 or Section 6.07 of this Indenture;

(e)            modify

any of the provisions of this Section 11.02, Section 5.03 or Section 6.07, except to increase any

such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the

Holder of each Outstanding Security affected thereby; or

(f)             if

the Securities of any series are convertible or exchangeable into any other securities or property of the Company or any Affiliate, make

any change that adversely affects in any material respect the right to convert or exchange any Security of such series (except as permitted

by Section 11.01) or decrease the conversion or exchange rate or increase the conversion price of any such Security of such

series, unless such decrease or increase is permitted by the terms of such Security.

Upon the written request of the Company and upon

the filing with the Trustee of evidence of the consent of the Holders as aforesaid, the Trustee shall join with the Company and any applicable

Guarantor in the execution of such supplemental indenture unless the Trustee reasonably concludes that such supplemental indenture adversely

affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion but

shall not be obligated to enter into such supplemental indenture.

A supplemental indenture which changes or eliminates

any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular

series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or provision,

shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for the consent of the

Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient

if such consent shall approve the substance thereof.

Promptly after the execution by the Company and

the Trustee of any supplemental indenture under this Section 11.02, the Company shall give notice, setting forth in general

terms the substance of such supplemental indenture, to the Holders of the applicable series of Securities in the manner provided in Section 1.05.

Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of

any such supplemental indenture.

The Company may set a record date for purposes

of determining the identity of the Holders of each series of Securities entitled to give a written consent or waive compliance by the

Company as authorized or permitted by this Section 11.02.

11.03      Effect

of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article XI,

this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights,

obligations, duties and immunities under this Indenture of the Trustee, the Company, any Guarantors and the Holders of the Securities

shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all

the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture

for any and all purposes.

11.04      Notation

on Securities in Respect of Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental

indenture pursuant to the provisions of this Article XI or after any action taken at a Holders meeting pursuant to the provisions

of Article X may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter

provided for in such supplemental indenture or as to any such action. If the Company and the Trustee shall so determine, new Securities

of any series so modified as to conform, in the opinion of the Company and the Trustee, to any modification of this Indenture contained

in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities

of such series then Outstanding.

11.05      Opinion

of Counsel and Officer’s Certificate to Be Given to Trustee. The Trustee, subject to Section 7.03 and, to the extent

applicable, Section 315 of the Trust Indenture Act, shall be entitled to conclusively rely upon and shall be fully protected in

acting upon, or refraining from acting upon, an Opinion of Counsel and an Officer’s Certificate stating that any such supplemental

indenture is authorized or permitted by the terms of this Indenture.

Article XII

CONSOLIDATION, MERGER AND SALE

12.01

Conditions to the Company’s Consolidation or Merger, etc.

(a)            The

Company shall not consolidate with or merge with or into any other Person or sell, lease, transfer or otherwise dispose of all or substantially

all of the properties and assets of the Company and its Subsidiaries, taken as a whole, to any other Person (but excluding a sale, lease,

transfer or other disposition to the Parent Guarantor or any of its Subsidiaries) unless the successor entity is organized and validly

existing under the laws of the United States of America, any state thereof or the District of Columbia, and is treated as a corporation

for U.S. federal income tax purposes (or, if such entity is not treated as a corporation for U.S. federal income tax purposes, the Company

shall have delivered to the Trustee an Opinion of Counsel of a nationally recognized tax counsel to the effect that the beneficial owners

of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such consolidation,

merger, sale, lease, transfer or other disposition and will be subject to U.S. federal income tax on the same amounts, in the same manner

and at the same times as would have been the case if such consolidation, merger, sale, lease, transfer or other disposition had not occurred)

and (i) in the case of a merger, the Company shall be the continuing Person or (ii) in case the Company shall consolidate with

or merge into another Person (and the Company shall not be the continuing Person), or sell, lease, transfer or otherwise dispose of all

or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than

the Parent Guarantor), (1) the Person formed by such consolidation or into which the Company is merged or the Person that acquires

by sale, lease, transfer or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries,

taken as a whole, shall assume, by a supplemental indenture executed and delivered to the Trustee, the due and punctual payment of the

principal of (and premium, if any) and interest, if any, on the Securities, and the Company’s other obligations under this Indenture

and the Securities and (2) immediately after giving effect to such transaction, no Event of Default and no event which, after notice

or lapse of time or both, would become an Event of Default, shall have occurred and be continuing which has not otherwise been waived

or remedied in accordance with this Indenture.

(b)            Every

such successor Person, upon executing such supplemental indenture, shall succeed to the Company, with the same effect as if it had been

an original party hereto and to the Securities (which succession shall (except in the case of a lease of all or substantially all of

the properties and assets of the Company and its Subsidiaries, taken as a whole) relieve the Company of all liabilities and discharge

the Company from all obligations and covenants, in each case under this Indenture and the Securities), and such successor Person shall

possess and from time to time may exercise each and every power hereunder of the Company, and any act or proceeding required by this

Indenture to be done or performed by any board, governing body or officer of the Company may be done or performed with like force and

effect by the like board or officer of such successor Person. In case of any such consolidation, merger, sale, lease, transfer or other

disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may

be appropriate.

12.02      Conditions

to the Parent Guarantor’s Consolidation or Merger, etc.

(a)            The

Parent Guarantor shall not consolidate with or merge with or into any other Person or sell, lease transfer or otherwise dispose of all

or substantially all of the properties and assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any other Person

(but excluding a sale, lease, transfer or other disposition to any Subsidiary of the Parent Guarantor) unless the successor entity is

organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and (i) in

the case of a merger, the Parent Guarantor shall be the continuing Person or (ii) in case the Parent Guarantor shall consolidate

with or merge into another Person (and the Parent Guarantor shall not be the continuing Person), or sell, lease, transfer or otherwise

dispose of all or substantially all of the properties and assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to another

Person, (1) the Person formed by such consolidation or into which the Parent Guarantor is merged or the Person that acquires by

sale, lease, transfer or other disposition of all or substantially all of the properties and assets of the Parent Guarantor and its Subsidiaries,

taken as a whole, shall assume, by a supplemental indenture executed and delivered to the Trustee, all of the Parent Guarantor’s

obligations under its Guarantee and this Indenture, and (2) immediately after giving effect to such transaction, no Event of Default

and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing which

has not otherwise been waived or remedied in accordance with this Indenture.

(b)            Every

such successor Person, upon executing such supplemental indenture, shall succeed to the Parent Guarantor, with the same effect as if

it had been an original party hereto (which succession shall (except in the case of a lease of all or substantially all of the properties

and assets of Parent Guarantor and its Subsidiaries, taken as a whole) relieve the Parent Guarantor of all liabilities and discharge

the Parent Guarantor from all obligations and covenants, in each case under its Guarantee and this Indenture), and such successor Person

shall possess and from time to time may exercise each and every power hereunder of the Parent Guarantor, and any act or proceeding required

by this Indenture to be done or performed by any board, governing body or officer of the Parent Guarantor may be done or performed with

like force and effect by the like board or officer of such successor Person. In case of any such consolidation, merger, sale, lease,

transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to

be issued as may be appropriate.

12.03      Conditions

to Any Subsidiary Guarantor’s Consolidation or Merger, etc.

(a)             No

Subsidiary Guarantor shall consolidate with or merge with or into any other Person or sell, lease, transfer or otherwise dispose of all

or substantially all of the properties and assets of such Subsidiary Guarantor and its Subsidiaries, taken as a whole, to another Person

(but excluding a sale, lease, transfer or other disposition to the Parent Guarantor or any of its Subsidiaries) unless the successor

entity is organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia

and (i) in the case of a merger, a Guarantor or the Company shall be the continuing Person or (ii) in case such Subsidiary

Guarantor shall consolidate with or merge into another Person (and a Guarantor or the Company shall not be the continuing Person), or

sell, lease, transfer or otherwise dispose of all or substantially all of the properties and assets of such Subsidiary Guarantor and

its Subsidiaries, taken as a whole, to another Person, (1) the Person formed by such consolidation or into which it is merged or

the Person that acquires by sale, lease, transfer or other disposition of all or substantially all of the properties and assets of such

Subsidiary Guarantor and its Subsidiaries, taken as a whole, shall assume, by supplemental indenture executed and delivered to the Trustee,

all of such Subsidiary Guarantor’s obligations and covenants, in each case under its Guarantee and this Indenture, and (2) immediately

after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become

an Event of Default shall have occurred and be continuing which has not otherwise been waived or remedied in accordance with this Indenture;

provided, however, that the foregoing shall not apply to transactions pursuant to which such Subsidiary Guarantor will

be released from its obligations under its Guarantee and this Indenture in accordance with the terms of this Indenture.

(b)              Every

such successor Person, upon executing such supplemental indenture, shall succeed to the applicable Subsidiary Guarantor, with the same

effect as if it had been an original party hereto (which succession shall (except in the case of a lease of all or substantially all

of the properties and assets of such Subsidiary Guarantor and its Subsidiaries, taken as a whole) relieve such Subsidiary Guarantor of

all liabilities and discharge such Subsidiary Guarantor from all obligations and covenants, in each case under this Indenture and the

Securities), and such successor Person shall possess and from time to time may exercise each and every power hereunder of such Subsidiary

Guarantor, and any act or proceeding required by this Indenture to be done or performed by any board, governing body or officer of such

Subsidiary Guarantor may be done or performed with like force and effect by the like board or officer of such successor Person. In case

of any such consolidation, merger, sale, lease, transfer or other disposition, such changes in phraseology and form (but not in substance)

may be made in the Securities thereafter to be issued as may be appropriate.

the foregoing in this Article XII, (i) the Parent Guarantor, the Company or any Subsidiary Guarantor may sell, lease,

transfer or otherwise dispose of all or part of its properties and assets to the Parent Guarantor or any of its Subsidiaries, (ii) the

Parent Guarantor or any Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company,

trust or other entity organized under the laws of the United States of America, any state thereof or the District of Columbia and (iii) any

Subsidiary Guarantor may consolidate with or merge with or into, or sell, lease, transfer or otherwise dispose of all or part of its

properties and assets to the Company, the Parent Guarantor or another Subsidiary Guarantor or Person that becomes a Subsidiary Guarantor.

12.04      Documents

and Opinion to Be Furnished to the Trustee. If the Company or any Guarantor shall consolidate with or merge into any other Person,

or if it shall sell or transfer all or substantially all of its properties and assets, it will promptly furnish to the Trustee an Officer’s

Certificate and an Opinion of Counsel, each stating that its covenants contained in Section 12.01, Section 12.02

or Section 12.03 as and to the extent applicable, have been complied with.

Article XIII

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

13.01     Satisfaction

and Discharge. Unless pursuant to Section 3.01, this Section 13.01 is declared not applicable with respect

to the Securities of any series, upon the direction of the Company by a written order, this Indenture shall cease to be of further effect

with respect to any series of Securities specified in such written order, and the Trustee, on receipt of such written order, the amounts,

the Officer’s Certificate and the Opinion of Counsel required by this Section 13.01, at the expense of the Company, shall

execute instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture as to such series,

when

(a)            either:

(i)              all

Securities of such series theretofore authenticated and delivered (other than (1) Securities of such series that have been destroyed,

lost or stolen and that have been replaced or paid as provided in Section 3.06 and (2) Securities of such series for

whose payment money in the currency in which such Securities are then specified as payable 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 13.05)

have been delivered to the Trustee for cancellation; or

(ii)             all

Securities of such series not theretofore delivered to the Trustee for cancellation:

(1)              have

become due and payable,

(2)              will

become due and payable at their Stated Maturity within one year, or

(3)              if

redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably 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 (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose,

money in the currency in which the Securities are payable, or Government Obligations (determined on the basis of the currency in which

such Securities are then specified as payable at Stated Maturity), or a combination thereof, as applicable, in an amount sufficient to

pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including the

principal of, any premium and interest on such Securities, to the date of such deposit (in the case of Securities which have become due

and payable) or to the Stated Maturity thereof or Redemption Date, as the case may be; provided that in connection with any redemption

that requires the payment of the premium, the amount deposited shall be sufficient to the extent that an amount is deposited with the

Trustee equal to such premium calculated as of the date of the deposit, with any deficit as of the Redemption Date only required to be

deposited with the Trustee on or prior to 11:00 a.m. Eastern Time on the Redemption Date;

(b)            the

Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such

series; and

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 as to such series have been complied with; provided

that any such counsel may rely on any Officer’s Certificate as to matters of fact (including with respect to clauses (a) and

(b) above).

In the event there are Securities of two or more

series Outstanding hereunder, the Trustee of each such series shall be required to execute an instrument acknowledging satisfaction and

discharge of this Indenture only with respect to Securities of such series as to which it is Trustee and if the other conditions specified

in this Section 13.01 are met. Upon the Company being deemed to have been satisfied and discharged from its obligations with

respect to Securities of any series pursuant to this Section 13.01, each Guarantor of the Securities of such series shall

be automatically discharged, released from and relieved of all of its obligations under its Guarantee of such Securities, and the Trustee,

at the expense of the Company, shall execute instruments reasonably requested by the Company acknowledging such discharge, release and

relief with respect to each Guarantor.

Notwithstanding the satisfaction and discharge

of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 7.07

and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 13.01,

the obligations of the Company and the Trustee with respect to the Securities of such series under Section 3.05, Section 3.06,

Section 5.02, Section 5.05, Section 13.03 and Section 13.06, any rights of Holders of

the Securities of such series (unless otherwise provided pursuant to Section 3.01 with respect to the Securities of such

series) to require the Company to repurchase or repay, and the obligations of the Company to repurchase or repay, such Securities at

the option of the Holders pursuant to Section 3.01, and any rights of Holders of the Securities of such series (unless otherwise

provided pursuant to Section 3.01 with respect to the Securities of such series) to convert or exchange, and the obligation

of the Company to convert or exchange, such Securities into common stock or other securities, shall survive; provided, however,

that following the satisfaction and discharge of this Indenture with respect to any series of Securities whose Holders have the right

to require the Company to repurchase or repay such Securities or to convert or exchange such Securities into common stock or other securities,

the right of the Holder to require repurchase, repayment, conversion or exchange, as the case may be, of any such Security and the Company’s

obligation to repurchase, repay, convert or exchange, as the case may be, any such Security shall (unless otherwise provided pursuant

to Section 3.01 with respect to the Securities of such series) terminate immediately following the close of business on the

final Stated Maturity of such Security or immediately following the close of business on any earlier Redemption Date of such Security

(so long as the Company does not default in the payment of the redemption price plus accrued and unpaid interest, if any, due on such

Redemption Date), as the case may be.

13.02      Defeasance

and Covenant Defeasance.

(a)             Unless

pursuant to Section 3.01, either or both of (i) defeasance of the Securities of or within a series under clause (b) of

this Section 13.02 or (ii) covenant defeasance of the Securities of or within a series under clause (c) of

this Section 13.02 shall not be applicable with respect to the Securities of such series, then such provisions, together

with the other provisions of this Section 13.02 (with such modifications thereto as may be specified pursuant to Section 3.01

with respect to any Securities), shall be applicable to such Securities, and the Company may at its option by Board Resolution, at any

time, with respect to the Securities of or within such series, elect to have Section 13.02(b) or Section 13.02(c) be

applied to such Outstanding Securities upon compliance with the conditions set forth below in this Section 13.02. Unless

otherwise specified pursuant to Section 3.01 with respect to the Securities of any series, defeasance under clause (b) of

this Section 13.02 and covenant defeasance under clause (c) of this Section 13.02 may be effected

only with respect to all, and not fewer than all, of the Outstanding Securities of any series. To the extent that the terms of any Security

established in or pursuant to this Indenture permit the Company or any Holder thereof to extend the date on which any payment of principal

of, or premium, if any, or interest, if any, on with respect to such Security is due and payable, then unless otherwise provided pursuant

to Section 3.01, the right to extend such date shall terminate upon defeasance or covenant defeasance, as the case may be.

(b)            Upon

the Company’s exercise of the option applicable to this Section 13.02(b) with respect to any Securities of or

within a series, the Company and any applicable Guarantors shall be deemed to have been discharged from their respective obligations

with respect to such Outstanding Securities, on the date the conditions set forth in clause (d) of this Section 13.02

are satisfied (as used herein, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed

to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be

“Outstanding” only for the purposes of clause (e) of this Section 13.02 and the other Sections

of this Indenture referred to in clauses (i) through ( iv) of this paragraph, and to have satisfied all of 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 instruments reasonably requested by the Company acknowledging the same), except for the following which shall

survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities to receive,

solely (except as provided in clause (ii) below) from the trust fund described in clause (d) (1) of

this Section 13.02 and as more fully set forth in this Section 13.02 and Section 13.03, payments

in respect of the principal of (and premium, if any) and interest, if any, on such Securities when such payments are due, (ii) the

obligations of the Company and the Trustee with respect to such Securities under Section 3.05, Section 3.06,

Section 5.02 and Section 5.05, with respect to any rights of Holders of such Securities (unless otherwise provided

pursuant to Section 3.01 with respect to the Securities of such series) to require the Company to repurchase or repay, and

the obligations of the Company to repurchase or repay, such Securities at the option of the Holders pursuant to Section 3.01,

and with respect to any rights of Holders of such Securities (unless otherwise provided pursuant to Section 3.01 with respect

to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities

into common stock or other securities, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this

Section 13.02 and Section 13.03 and Section 13.06; provided, however, that following

defeasance with respect to any series of Securities whose Holders have the right to require the Company to repurchase or repay such Securities

or to convert or exchange such Securities into common stock or other securities, the right of the Holder to require repurchase, repayment,

conversion or exchange, as the case may be, of any such Security and the Company’s obligation to repurchase, repay, convert or

exchange, as the case may be, any such Security shall (unless otherwise provided pursuant to Section 3.01 with respect to

the Securities of such series) terminate immediately following the close of business on the final Stated Maturity of such Security or

immediately following the close of business on any earlier Redemption Date of such Security (so long as the Company does not default

in the payment of the redemption price plus accrued and unpaid interest, if any, due on such Redemption Date), as the case may be.

the Company’s exercise of the option applicable to this Section 13.02(c) with respect to any Securities of or

within a series, the Company and any applicable Guarantors shall be released from their respective obligations under this Indenture and,

to the extent specified pursuant to Section 3.01, any other covenant applicable to such Securities with respect to such Securities

shall cease to be applicable to such Securities on and after the date the conditions set forth in clause (d) of this Section 13.02

are satisfied (as used herein, “covenant defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding”

for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection

with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose,

such covenant defeasance means that with respect to such Outstanding 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 Section or any such other covenant, whether

directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference

in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall

not constitute a default or an Event of Default under Section 6.01(3) or Section 6.01(8), as the case may

be.

(d)            The

following shall be the conditions to application of clause (b) or (c) of this Section 13.02 to any Outstanding

Securities of or within a series:

(1)             The

Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another entity satisfying the requirements of

Section 7.09 who shall agree to comply with the provisions of this Section 13.02 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 benefit

of the Holders of such Securities, (i) an amount in the currency in which such Securities are then specified as payable at Stated

Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with clause (5) below, on the relevant

Redemption Date, as the case may be, (ii) Government Obligations applicable to such Securities (determined on the basis of the currency

in which such Securities are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be effected

in compliance with clause (5) below, on the relevant Redemption Date, as the case may be) 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 of principal of (and premium, if any) and interest, if any, on such Securities, money in an amount, or (iii) a combination

thereof, in any case, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally

recognized firm of independent public accountants or an investment bank expressed in a written certification thereof delivered to the

Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the

principal of (and premium, if any) and interest, if any, on the Stated Maturity of such principal or installment of principal or interest

or the applicable Redemption Date, as the case may be, and (z) any mandatory sinking fund payments or analogous payments applicable,

if any, to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture

and of such Securities.

(2)              No

Event of Default or default (other than that resulting from borrowing funds to be applied to make the deposit under clause (1) above

and the granting of any liens in connection therewith) shall have occurred and be continuing on the date of such deposit, and, solely

in the case of defeasance under Section 13.02(b), no Event of Default or default with respect to such Securities under clause (6) or

(7) of Section 6.01 shall have occurred and be continuing on the date of such deposit.

(3)              In

the case of defeasance pursuant to Section 13.02(b), the Company shall have delivered to the Trustee an Opinion of Counsel,

subject to customary assumptions and exclusions, stating that (x) the Company has received from, or there has been published by,

the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in applicable U.S. federal

income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners

of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance

and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case

if such defeasance had not occurred; or, in the case of covenant defeasance pursuant to Section 13.02(c), the Company shall

have delivered to the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions, to the effect that the beneficial

owners of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such

covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would

have been the case if such covenant defeasance had not occurred.

(4)             The

Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions

precedent to the defeasance or covenant defeasance, as the case may be, under this Indenture have been complied with.

(5)             If

the monies or Government Obligations or combination thereof, as the case may be, deposited under clause (1) above are sufficient

to pay the principal of, and premium, if any, and interest, if any, on and, to the extent provided in such clause (1) with

respect to a particular Redemption Date, the Company shall have given the Trustee irrevocable instructions to redeem such Securities

on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture.

(6)             Notwithstanding

any other provisions of this Section 13.02(d), such defeasance or covenant defeasance shall be effected in compliance with

any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to

Section 3.01.

(7)             Upon

the defeasance or covenant defeasance of the Company’s obligations with respect to Securities of any series, each Guarantor of

the Securities of such series shall be automatically released from and relieved of all of its obligations under its Guarantee of such

Securities, and the Trustee, at the expense of the Company, shall execute instruments reasonably requested by the Company acknowledging

such release and relief with respect to each Guarantor.

(e)            Subject

to Section 13.05, all money and Government Obligations (or other property as may be provided pursuant to Section 3.01)

(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 13.02(e) and

Section 13.03, the “Trustee”) pursuant to clause (d) (1) of Section 13.02

in respect of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions

of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than 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 premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent

required by law.

The Company shall pay and the Company shall indemnify

the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this

Section 13.02 or the principal or 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 such Outstanding Securities.

Anything in this Section 13.02 to

the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon written order any money or Government

Obligations (or other property and any proceeds therefrom) held by it as provided in clause (d) (1) of

this Section 13.02 which, in the opinion of a nationally recognized firm of independent public accountants or an investment

bank 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 a defeasance or covenant defeasance, as applicable, in accordance with this Section 13.02(d) (1).

13.03     Application

by Trustee of Funds Deposited for Payment of Securities. All money deposited with the Trustee pursuant to Section 13.01

and Section 13.02, or received by the Trustee in respect of obligations deposited with the Trustee pursuant to Section 13.01

or Section 13.02, shall be held in trust until such time as such money is to be applied by it to the payment, either directly

or through any Paying Agent (including the Company acting as its own Paying Agent), to the Holders of the particular Securities, for

the payment of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for the principal thereof,

premium, if any, and interest, if any, thereon. Moneys held under this Section 13.03 need not be segregated from other funds

except to the extent required by law, and the Trustee shall be under no liability with respect to interest on any such moneys.

13.04      Repayment

of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture, all moneys then held by any

Paying Agent, other than the Trustee, under this Indenture shall, upon and in accordance with demand of the Company, be paid to the Trustee,

and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

13.05      Return

of Unclaimed Moneys. Subject to applicable abandoned property law, any moneys deposited with the Trustee or any Paying Agent not

applied but remaining unclaimed by the Holders of the Securities for two years after the date upon which the principal of, premium, if

any, or interest, if any, on such Securities shall have become due and payable shall be repaid to the Company by the Trustee or such

agent on written demand. Thereafter, the Holder of any of the Securities entitled to receive such payment, as a general unsecured creditor,

shall look only to the Company for the payment thereof unless applicable law designates another person, and the Company and the Trustee

shall have no further liability with respect to such money.

13.06      Reinstatement.

If the Trustee (or other qualifying trustee appointed pursuant to Section 7.10) or any Paying Agent is unable to apply any

moneys or Government Obligations deposited pursuant to Section 13.01 or Section 13.02(d) (1) to

pay any principal of or premium, if any, or interest, if any, on, with respect to the Securities of any series by reason of any legal

proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,

then the Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though

no such deposit had occurred, until such time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all

such moneys and Government Obligations to pay the principal of and premium, if any, and interest, if any, on the Securities of such series

as contemplated by Section 13.01 or Section 13.02 as the case may be, and Section 13.03; provided,

however, that if the Company makes any payment of the principal of or premium, if any, or interest, if any, on, in respect of

the Securities of such series following the reinstatement of its obligations as aforesaid, the Company shall be subrogated to the rights

of the Holders of such payment from the funds held by the Trustee (or other qualifying trustee) or Paying Agent.

Article XIV

GUARANTEE

14.01     Guarantee.

(a)            Subject

to the terms of this Article XIV and as may be otherwise specified as contemplated by Section 3.01 with respect

to any series of Securities, the Parent Guarantor unconditionally, fully and irrevocably guarantees the Securities and obligations of

the Company under this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the

Trustee for itself and on behalf of such Holder, that (i) the principal of (and premium, if any) and interest on the Securities

will be paid in full when due, whether at Stated Maturity, by acceleration, redemption or other event set forth in this Indenture, together

with interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company

to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof

and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations,

the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity,

by acceleration, redemption or other event set forth in this Indenture. For the avoidance of doubt, this Article XIV will

not become operative, and no Guarantee of the Parent Guarantor will be issued, unless and until the Company issues any series of Securities

under this Indenture.

(b)            The

Parent Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability

of the Securities or this Indenture or the absence of any action to enforce the same, any waiver or consent by any Holder with respect

to any provisions hereof or thereof (other than those which expressly release, discharge or otherwise affect the Guarantee of the Parent

Guarantor), any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any

other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Parent Guarantor; provided,

however, that notwithstanding the foregoing, no such waiver, modification, or amendment shall, without the consent of the Parent

Guarantor, increase the principal amount of such Securities, or increase the interest rate thereon, or increase any premium payable upon

redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that

would be due and payable upon a declaration of acceleration or the maturity thereof.

Parent Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of

claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company,

protest, notice and all demands whatsoever and covenants, that the Guarantee of the Parent Guarantor shall not be discharged, except

by complete performance of the obligations contained in the Securities and this Indenture. The Parent Guarantor acknowledges that its

Guarantee is a guarantee of payment and not of collection.

(d)            The

Parent Guarantor hereby agrees that, in the Event of Default in payment of principal (or premium, if any) or interest on any Securities,

whether at Stated Maturity, by acceleration, redemption, repurchase or other event set forth in this Indenture, legal proceedings may

be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Securities, subject to the terms and conditions

set forth in this Indenture, directly against the Parent Guarantor to enforce its Guarantee without first proceeding against the Company

or any other Guarantor.

(e)            The

Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations

guaranteed hereby until payment in full of all obligations guaranteed hereby. The Parent Guarantor further agrees that, as between the

Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand (x) the maturity of the obligations guaranteed

hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay,

injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event

of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable)

shall forthwith become due and payable by the Parent Guarantor for the purpose of this Guarantee. The Parent Guarantor 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.

(f)             The

Guarantee of the Parent Guarantor shall be evidenced solely by the execution and delivery of this Indenture and no notation of the Guarantee

need be endorsed on any Security.

14.02      Reinstatement.

The Parent Guarantor hereby agrees that its Guarantee provided hereunder shall continue to be effective or be reinstated, as the case

may be, if at any time, payment, or any part thereof, of any obligations or interest with respect to its Guarantee is returned by a Holder

to the Company or the Parent Guarantor to the extent a court of competent jurisdiction requires the return of such payment, which was

previously discharged, to the Company, the Parent Guarantor or any custodian, trustee, liquidator or other similar official acting in

relation to either the Company or any applicable Guarantor.

14.03      Limitation

of the Parent Guarantor’s Liability. The Parent Guarantor and by its acceptance hereof, the Trustee, for itself and on behalf

of each Holder, confirms that it is the intention of all such parties that the Guarantee by the Parent Guarantor not constitute a fraudulent

transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act

or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the

foregoing intention, the Trustee, for itself and on behalf of the Holders, and the Parent Guarantor hereby irrevocably agree that the

obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to such maximum

amount and all other contingent and fixed liabilities of such Guarantor (and after giving effect to any collections from rights to receive

contribution or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor), result in

the obligations of such Guarantor under its Guarantee constituting such fraudulent transfer or conveyance. If the Parent Guarantor makes

a payment under its Guarantee, it shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution

from each other Guarantor (to the extent applicable) in an amount equal to such other Guarantor’s pro rata portion of such

payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

14.04     Amendment.

No amendment, modification or waiver of any provision of this Indenture relating to the Parent Guarantor or consent to any departure

by the Parent Guarantor or any other Person from any such provision will in any event be effective unless it is signed by the Parent

Guarantor and the Trustee for the Securities of such series.

Article XV

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

15.01      Personal

Immunity from Liability of Incorporators, Stockholders, etc. No recourse under or upon any obligation, covenant or agreement

of this Indenture or any supplemental indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof,

shall be had against any incorporator or against any past, present or future stockholder, partner, Subsidiary, employee, officer, director,

Affiliate or controlling person, as such, of the Company, any Guarantor or of any predecessor or successor entity, either directly or

through the Company, Guarantor or any predecessor or successor entity, whether by virtue of any constitution, statute or rule of

law, or by the enforcement of any assessment or penalty or otherwise, all such liability and any and all such claims being hereby expressly

waived and released as a condition of, and as a consideration for, the execution of this Indenture and issue of the Securities.

[The Remainder of this Page Intentionally

Left Blank; Signature Page Follows]

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

UNITED RENTALS

(NORTH AMERICA), INC., as Company

By:

/s/

Sybil Collins

Name:

Sybil Collins

Title:

Vice President, Treasurer

UNITED RENTALS, INC.,

as Parent Guarantor

By:

/s/

Sybil Collins

Name:

Sybil Collins

Title:

Vice President, Treasurer

TRUIST BANK, as

Trustee

By:

/s/

Patrick Giordano

Name:

Patrick Giordano

Title:

Vice President

[Signature Page to Indenture]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2628016d6_ex4-2.htm · Sequence: 4

Exhibit 4.2

UNITED RENTALS

(NORTH AMERICA), INC.

as Company

UNITED

RENTALS, INC.

as Parent Guarantor

TRUIST

BANK

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 29, 2026

INDENTURE

Dated as of October 29, 2026

Relating to

5.550% Senior Notes due 2029

5.750% Senior Notes due 2031

6.200% Senior Notes due 2036

TABLE OF CONTENTS

Page

Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.01

References

1.02

Definitions

Article II GENERAL TERMS AND CONDITIONS OF THE NOTES

2.01

Designation and Principal Amount; Series

Treatment

2.02

Maturity

2.03

Form and Payment

2.04

Depositary

2.05

Interest

2.06

Other Terms and Conditions

Article III REDEMPTION

3.01

Optional Redemption of the Notes

3.02

Additional Redemption Provisions

Article IV ADDITIONAL COVENANTS

4.01

Change

of Control

Article V GUARANTEE

5.01

Guarantee

5.02

Release of Parent Guarantor

Article VI MISCELLANEOUS

6.01

Application of First Supplemental Indenture

6.02

Trust Indenture Act

6.03

Conflict with Base Indenture

6.04

Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction

6.05

Successors

6.06

Counterparts

6.07

Trustee Disclaimer

FIRST SUPPLEMENTAL INDENTURE

FIRST

SUPPLEMENTAL INDENTURE, dated as of October 29, 2026 (this “First Supplemental Indenture”), among United

Rentals (North America), Inc., a Delaware corporation, as issuer (the “Company”), United Rentals, Inc., a

Delaware corporation (the “Parent Guarantor”) and Truist Bank, a national banking association, as trustee (the “Trustee”),

to the Base Indenture (as defined below).

RECITALS

WHEREAS,

the Company has heretofore executed and delivered to the Trustee an indenture, dated as of October 29, 2026 (the “Base Indenture”

and, together with this First Supplemental Indenture, the “Indenture”), providing for the issuance from time to time

of its debt securities, to be issued in one or more series as therein provided;

WHEREAS,

the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture to establish

the form and terms of any series of Securities as provided by Sections 2.01 and 3.01 of the Base Indenture;

WHEREAS,

the Parent Guarantor has duly authorized the execution and delivery of this First Supplemental Indenture and the issuance of the guarantee

of each series of the Notes as set forth herein;

WHEREAS,

pursuant to the terms of the Base Indenture, on the date hereof, the Company desires to provide for the establishment of three new series

of notes to be known as its 5.550% Senior Notes due 2029 (the “2029 Notes”), 5.750% Senior Notes due 2031 (the “2031

Notes”) and 6.200% Senior Notes due 2036 (the “2036 Notes” and together with the 2029 Notes and the 2031

Notes, the “Notes”), the form and substance of the Notes and the terms, provisions and conditions thereof to be set

forth as provided in the Base Indenture and herein;

WHEREAS,

the conditions set forth in the Base Indenture for the execution and delivery of this First Supplemental Indenture have been met; and

WHEREAS,

the Company has requested and hereby requests that the Trustee join with it in the execution and delivery of this First Supplemental Indenture,

and all acts and requirements necessary to make this First Supplemental Indenture a legal, valid and binding agreement of the parties,

in accordance with its terms, and a valid supplement to, the Base Indenture with respect to the Notes have been done and performed.

WITNESSETH:

NOW

THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party

and for the equal and ratable benefit of the Holders of the Notes, as follows:

Article I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.01        References.

Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.

References in this First Supplemental Indenture to article and section numbers shall be deemed to be references to article and section

numbers of this First Supplemental Indenture unless otherwise specified. Any references in the Indenture or the Notes to the “close

of business” shall mean 5:00 p.m., New York City time.

1.02        Definitions.

For purposes of this First Supplemental Indenture, the following terms have the meanings ascribed to them as follows:

“Additional Notes” means any

additional Notes of a series that may be issued from time to time pursuant to Section 2.01(b) of this First Supplemental Indenture.

“Base Indenture” has the meaning

provided in the Recitals.

“Business Day” means, with respect

to any Note and this First Supplemental Indenture, any day, other than a Saturday, Sunday or any other day on which banking institutions

in New York, New York or the place of payment are authorized or obligated by law or executive order to close.

“Change of Control” means the

occurrence of any of the following events:

(a) any “person” or “group”

(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner”

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50.0% of the total Voting Stock

of the Company or Parent Guarantor (other than, in the case of the Company, Parent Guarantor or a wholly owned Subsidiary of Parent Guarantor);

(b) (i) the Company or Parent Guarantor

consolidates with, or merges with or into, another Person, in any such event pursuant to a transaction in which the outstanding Voting

Stock of the Company or Parent Guarantor is converted into or exchanged for cash, securities or other property and, immediately after

such transaction, a “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of

the Exchange Act), excluding Parent Guarantor or any wholly owned Subsidiary of Parent Guarantor, is the “beneficial owner”

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership”

of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of

time), directly or indirectly, of more than 50.0% of the total Voting Stock of the surviving or transferee corporation or (ii) the

Parent Guarantor sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the properties and assets

of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person (other than to the Parent Guarantor or a wholly owned Subsidiary

of the Parent Guarantor);

liquidated or dissolved or adopts a plan of liquidation; or

(d) the Company shall cease to be a direct

or indirect Subsidiary of the Parent Guarantor (other than as a result of the merger or consolidation of the Parent Guarantor and the

Company, in each case, in compliance with the applicable provisions of the Indenture).

Notwithstanding the foregoing, a transaction will

not be a “Change of Control” if it is a consolidation or merger of the Company or Parent Guarantor with or into a (A) Person

or (B) wholly-owned direct or indirect Subsidiary of a Person that, in either case, immediately following the transaction, has no

“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) that

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) of more than 50.0% of the total Voting Stock of such Person and, in the case of clause

(B), the parent of such wholly-owned Subsidiary guarantees the Company’s obligations under the Notes and the Indenture.

“Change of Control Offer” has

the meaning specified in Section 4.01(a).

“Change of Control Purchase Date”

has the meaning specified in Section 4.01(a).

“Change of Control Purchase Price”

has the meaning specified in Section 4.01(a).

“Change of Control Triggering Event”

means the occurrence of both a Change of Control and a Rating Event.

“Company” has the meaning provided

in the Preamble.

“Custodian” means the Trustee,

as custodian with respect to the Global Notes, or any successor entity thereto.

“Debt” means any indebtedness

for borrowed money.

“Definitive Note” means a Note

issued in definitive form pursuant to the Indenture that does not include the Global Notes legend.

“Depositary” means The Depository

Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by

the Company.

“Expiration Date” shall have

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

“First Supplemental Indenture”

has the meaning provided in the Preamble.

“Fitch” means Fitch Ratings

Inc., and its successors.

“GAAP” means generally accepted

accounting principles in effect from time to time in the United States of America.

“Global Note” means one or more

Notes that are Global Securities.

“Governmental Authority” means

any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial,

regulatory or administrative functions of or pertaining to government.

“Guarantee” has the meaning

provided in Section 5.01.

“Guarantor” means the Parent

Guarantor.

“Indenture” has the meaning

provided in the Recitals.

“Interest Payment Date” has

the meaning provided in Section 2.05.

“Investment Grade” means a rating

by Moody’s equal to or higher than Baa3 (or the equivalent under a successor rating category of Moody’s), a rating by S&P

or Fitch equal to or higher than BBB- (or the equivalent under any successor rating category of S&P or Fitch), and the equivalent

investment grade credit rating from any replacement rating agency or rating agencies selected by the Company under the circumstances permitting

the Company to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition

of “Rating Agency.”

“Issue Date” means October 29,

2026.

“Maturity Date” has the meaning

specified in Section 2.02.

“Moody’s” means Moody’s

Investors Service, Inc., and its successors.

“Notes” has the meaning provided

in the Recitals. For the avoidance of doubt, “Notes” of a series shall include any Additional Notes of such series, unless

the context provides otherwise.

“Offer to Purchase” means a

Change of Control Offer sent by or on behalf of the Company electronically or by first-class mail, postage prepaid (or, for so long as

the Notes of such series are held by the Depositary, otherwise transmitted in accordance with the Applicable Procedures), to each Holder

of a series of Notes at its address appearing in the register for the Notes of such series on the date of the Change of Control Offer

offering to purchase all or a portion (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of the Notes

of such series tendered by Holders pursuant to such Change of Control Offer at the purchase price specified in such Change of Control

Offer (as determined pursuant to this First Supplemental Indenture). Unless otherwise provided in Section 4.01 or otherwise required

by applicable law, the Change of Control Offer shall specify an expiration date (the “Expiration Date”) of the Offer

to Purchase, which shall be not less than 10 days nor more than 60 days after the date of such Change of Control 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 Notes of such series to occur no later than five Business Days after the Expiration Date. The Company shall notify the

Trustee at least 10 days (or such shorter period as is acceptable to the Trustee) prior to the electronic delivery or mailing of the Change

of Control Offer of the Company’s obligation to make an Offer to Purchase, and the Change of Control Offer shall be delivered electronically

or mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Change

of Control Offer shall contain all the information required by applicable law to be included therein. The Change of Control Offer shall

contain all instructions and materials necessary to enable such Holders to tender Notes of such series pursuant to the Offer to Purchase.

The Change of Control Offer shall also state:

(1) the Section of this First

Supplemental Indenture pursuant to which the Change of Control Offer to Purchase is being made;

(2) the Expiration Date and the

Purchase Date;

(3) the purchase price to be paid

by the Company for each $1,000 aggregate principal amount of Notes of such series accepted for payment (as specified pursuant to this

First Supplemental 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 Notes of such series registered in the name of such Holder and that any portion of a Note tendered must be tendered

in an integral multiple of $1,000 principal amount;

(5) the place or places where Notes

of such series are to be surrendered for tender pursuant to the Offer to Purchase;

(6) that interest on any Note not

tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase shall continue to accrue;

(7) that on the Purchase Date the

Purchase Price shall become due and payable upon each Note 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 Note pursuant to the Offer to Purchase shall be required to surrender such Note at the place or places

specified in the Change of Control Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the

Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the

Trustee duly executed by the Holder thereof or his attorney duly authorized in writing);

(9) that Holders shall be entitled

to withdraw all or any portion of Notes of such series 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 Note the Holder tendered, the certificate number of the Note the Holder tendered and a statement

that such Holder is withdrawing all or a portion of his tender; and

(10) that in the case of a Holder

whose Note is purchased only in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note

without service charge, a new Note or Notes, 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 Note so tendered.

“Par Call Date” means with respect

to the 2029 Notes, September 15, 2029, with respect to the 2031 Notes, September 15, 2031, and with respect to the 2036 Notes,

July 15, 2036.

“Parent Guarantor” has the meaning

provided in the Preamble.

“Person” means an individual,

corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization,

Governmental Authority or other entity of whatever nature.

“Purchase Date” shall have the

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

“Purchase Price” shall have

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

“Rating Agency” means S&P,

Moody’s and Fitch, or if S&P, Moody’s or Fitch shall cease to rate the Notes of a series or fail to make a rating of the

Notes of a series publicly available, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)

under the Exchange Act selected by the Company as a replacement agency for one or any of them, as the case may be.

“Rating Event” means, with respect

to each series of the Notes, the rating on such series of Notes is lowered and the Notes of such Series are rated below Investment

Grade by at least two of the Rating Agencies on any date from the date of the public notice of a transaction that would result in a Change

of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period

shall be extended so long as the rating of the Notes of such Series is under publicly announced consideration for possible downgrade

below Investment Grade by any of the Rating Agencies as a result of such transaction); provided (i) that no such extension shall

occur if on such 60th day such Notes have an Investment Grade rating from at least two Rating Agencies and are not subject to review for

possible downgrade by such Rating Agencies as a result of such transaction and (ii) that a Rating Event otherwise arising by virtue

of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall

not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction

in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company upon the Company’s

or the Trustee’s written request that the reduction was the result, in whole or in part, of the applicable Change of Control (whether

or not the applicable Change of Control shall have occurred at the time of the Rating Event). For the avoidance of doubt, no Change of

Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change

of Control has actually been consummated.

“Regular Record Date” has the

meaning provided in Section 2.05.

“S&P” means S&P Global

Ratings, a division of S&P Global Inc., and its successors.

“Treasury Rate” means, with

respect to any Redemption Date prior to the applicable Par Call Date pursuant to Section 3.01, the yield determined by the Company

in accordance with the following two clauses:

(a)            The

Treasury Rate applicable to the series of Notes being redeemed shall be determined by the Company after 4:15 p.m., New York City time

(or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System),

on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such

time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as

“Selected Interest Rates (Daily)-H.15” (or any successor designation or publication) (“H.15”) under the caption

“U.S. government securities-Treasury constant maturities-Nominal” (or any successor caption or heading) (“H.15 TCM”).

In determining the applicable Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity

on H.15 exactly equal to the period from the Redemption Date to the applicable Par Call Date (the “Remaining Life”); or (2) if

there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields-one yield corresponding to the

Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately

longer than the Remaining Life and shall interpolate to the applicable Par Call Date, on a straight-line basis (using the actual number

of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity

on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining

Life. For purposes of this clause (a), the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity

date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from such Redemption Date.

(b)            If

on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published or

does not contain the yields required to calculate the applicable Treasury Rate, the Company shall calculate the Treasury Rate based on

the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day

preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable

Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date, but there are two

or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity

date preceding the applicable Par Call Date, and one with a maturity date following the applicable Par Call Date, the Company shall select

the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States

Treasury securities maturing on the applicable Par Call Date, or two or more United States Treasury securities meeting the criteria of

the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury

security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities

at 11:00 a.m., New York City time. In determining the Treasury Rate for the applicable series of Notes in accordance with the terms of

this clause (b), the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of

the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury

security, and rounded to three decimal places.

“Trustee” has the meaning provided

in the Preamble.

Article II

GENERAL TERMS AND CONDITIONS OF THE NOTES

2.01        Designation

and Principal Amount; Series Treatment.

(a)            The

Company hereby establishes three series of Securities designated the “5.550% Senior Notes due 2029”, the “5.750% Senior

Notes due 2031” and the “6.200% Senior Notes due 2036”, respectively, for issuance under the Indenture. Each series

of Notes may be authenticated and delivered under the Indenture in an unlimited aggregate principal amount. The 2029 Notes issued on the

date hereof pursuant to the terms of the Indenture shall be in an initial aggregate principal amount of $700,000,000.00. The 2031 Notes

issued on the date hereof pursuant to the terms of the Indenture shall be in an initial aggregate principal amount of $800,000,000.00.

The 2036 Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an initial aggregate principal amount of $1,000,000,000.00.

The Notes are unsecured and unsubordinated Debt of the Company and shall rank equally with the Company’s other unsecured and unsubordinated

Debt.

(b)            The

Company may, from time to time, without the consent of, or notice to, the Holders of the Notes of any series, issue Additional Notes of

such series, so that such Additional Notes and the Outstanding Notes of such series will be consolidated together and form a single series

of Securities under the Indenture. Any increase in the aggregate principal amount of any series of Notes shall be evidenced by an Officer’s

Certificate to be delivered to the Trustee.

Additional Notes issued under Section 2.01(b) shall have the same terms in all respects as the applicable series of Notes

herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or

the first Interest Payment Date of such Additional Notes; provided that, if such Additional Notes are not fungible with the Notes for

U.S. Federal income tax purposes, such Additional Notes shall have a separate CUSIP number.

2.02        Maturity.

Unless an earlier redemption has occurred, the principal amount of the 2029 Notes shall mature and be due and payable on October 15,

2029 (the “2029 Notes Maturity Date”), the principal amount of the 2031 Notes shall mature and be due and payable on

October 15, 2031 (the “2031 Notes Maturity Date”) and the principal amount of the 2036 Notes shall mature and

be due and payable on October 15, 2036 (the “2036 Notes Maturity Date” and together with the 2029 Notes Maturity

Date and the 2031 Notes Maturity Date, the “Maturity Dates” and each individually, a “Maturity Date”).

2.03        Form and

Payment.

(a)            The

Notes of each series shall be issued initially in the form of one or more Global Notes in fully registered, book-entry form, in minimum

denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b)            The

2029 Notes (other than, with respect to any Additional Notes of such series, changes relating to the issue date, the public offering price,

the payment of interest accruing prior to the issue date or the first Interest Payment Date of such Additional Notes) and the Trustee’s

certificate of authentication to be endorsed thereon are to be substantially in the form of Exhibit A, which form is hereby

incorporated in and made a part of this First Supplemental Indenture. The 2031 Notes (other than, with respect to any Additional Notes

of such series, changes relating to the issue date, the public offering price, the payment of interest accruing prior to the issue date

or the first Interest Payment Date of such Additional Notes) and the Trustee’s certificate of authentication to be endorsed thereon

are to be substantially in the form of Exhibit B, which form is hereby incorporated in and made a part of this First Supplemental

Indenture. The 2036 Notes (other than, with respect to any Additional Notes of such series, changes relating to the issue date, the public

offering price, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such Additional Notes)

and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the form of Exhibit C,

which form is hereby incorporated in and made a part of this First Supplemental Indenture.

Notes of any series may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes

as may be required by the Depositary or as may be required to comply with any applicable law or with any rule or regulation made

pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of such

series may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes of

such series are subject, or as the Authorized Officers executing the same may approve (execution thereof to be conclusive evidence of

such approval) and as are not inconsistent with the provisions of the Indenture.

(d)            The

terms and provisions contained in the Notes of any series shall constitute, and are hereby expressly made, a part of this First Supplemental

Indenture, and the Parent Guarantor, the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture,

expressly agree to such terms and provisions and to be bound thereby. Payments of principal, premium, if any, and/or interest, if any,

on the Global Notes shall be made to the Depositary.

2.04        Depositary.

(a)            A

Global Note deposited with the Depositary or with the Custodian may be transferred to the beneficial owners thereof in the form of Definitive

Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such

transfer complies with Section 2.04(d) and (i) the Depositary (A) has notified the Company that it is unwilling

or unable to continue as Depositary for such Global Note, or (B) has ceased to be a clearing agency registered under the Exchange

Act and any other applicable statute or regulation at a time when the Depositary is required to be so registered to act as depositary,

in each case, unless the Company has approved a successor Depositary within 90 days after receipt of such notice or after it has become

aware of such cessation or ineligibility or (ii) the Company in its sole discretion determines that such Global Note will be so exchangeable

or transferable.

(b)            Any

Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.04 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 Note, an equal aggregate principal amount of Definitive Notes of authorized

denominations. Any portion of a Global Note transferred pursuant to this Section 2.04 shall be executed, authenticated and

delivered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the

Depositary shall direct.

such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred in exchange for an

interest in another Global Note, redeemed, repurchased or canceled, such Global Note 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

Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled,

the principal amount of Notes represented by such Global Note shall be appropriately reduced or increased, and an adjustment shall be

made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the

Trustee or the Custodian, to reflect such reduction or increase. Notwithstanding anything to the contrary in this First Supplemental Indenture

or in the Base Indenture, if any previously authenticated and delivered Global Notes are cancelled and Definitive Notes are authenticated

and delivered in exchange therefor pursuant to this Section 2.04, the Company shall not be required to deliver any Officer’s

Certificate(s) or Opinion of Counsel to the Trustee.

(d)            The

transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the

Indenture and the Applicable Procedures. Definitive Notes shall be transferred and exchanged by the Holders thereof and the Trustee in

accordance with the terms and conditions set forth in Section 3.05 of the Base Indenture.

2.05        Interest.

The Company shall pay interest on the 2029 Notes in cash in Dollars in arrears on April 15 and October 15 of each year, with

the first payment on April 15, 2027, to the Holders in whose names such 2029 Notes are registered at the close of business on April 1

and October 1, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment

Date. The Company shall pay interest on the 2031 Notes in cash in Dollars in arrears on April 15 and October 15 of each year,

with the first payment on April 15, 2027, to the Holders in whose names such 2031 Notes are registered at the close of business on

April 1 and October 1, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest

Payment Date. The Company shall pay interest on the 2036 Notes in cash in Dollars in arrears on April 15 and October 15 of each

year, with the first payment on April 15, 2027, to the Holders in whose names such 2036 Notes are registered at the close of business

on April 1 and October 1, as the case may be (in each case, whether or not a Business Day), immediately preceding the related

Interest Payment Date. Such interest payment dates and record dates for any series of Notes are the “Interest Payment Dates”

and “Regular Record Dates,” respectively, for such series of Notes.

Interest payable on the applicable Maturity Date

of a series of Notes or any Redemption Date of a series of Notes shall be payable to the Holder to whom the principal of such series of

Notes shall be payable. Interest on each series of Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The

Company shall make payments of principal, premium, if any, and interest through the Trustee to the Depositary. If any of the Notes are

no longer represented by a Global Note, payment of principal, premium, if any, and interest on Definitive Notes may, at the Company’s

option, be made by check mailed directly to Holders at their registered addresses appearing in the Security Register. Principal, premium,

if any, and interest shall be considered paid on the date due if it has been deposited with the Trustee or Paying Agent in accordance

with Section 5.05(c) of the Base Indenture.

Interest payable on any Interest Payment Date,

Redemption Date or Maturity Date shall be the amount of interest accrued from, and including, the next preceding Interest Payment Date

in respect of which interest has been paid or duly provided for (or from and including the original issue date, if no interest has been

paid or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date,

as the case may be. If any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, the payment otherwise required

to be made on such date will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment

Date, Redemption Date or Maturity Date, as applicable; provided that no additional interest shall accrue with respect to the payment due

on such date for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the next

succeeding Business Day.

The Company shall pay interest on overdue principal

and premium, if any, and (to the extent legally enforceable under applicable law) upon any overdue installments of interest, in each case,

on Notes of any series at the same rate borne by the Notes of such series.

2.06        Other

Terms and Conditions.

(a)            The

Notes are not subject to or entitled to the benefit of any sinking fund.

(b)            The

defeasance and covenant defeasance provisions of Section 13.02 of the Base Indenture will apply to the Notes, and the covenants set

forth in Article Four of this First Supplemental Indenture shall be subject to the provisions of Section 13.02 of the Base Indenture.

The provisions of Section 13.01 of the Base Indenture will apply to the Notes.

Notes will be subject to Article Six of the Base Indenture.

(d)            The

Trustee will initially be the Security Registrar and Paying Agent.

(e)            The

Notes will be subject to the covenants provided in Article Five of the Base Indenture.

(f)            The

Notes are not convertible into or exchangeable for other Securities, Capital Stock or other securities of any kind of the Company or another

Person.

(g)            The

place of payment for the Notes, and the place where notices and demand to or upon the Company in respect of the Notes and the Indenture

may be served, shall be the Corporate Trust Office of the Trustee, which office at the date hereof is located at 2713 Forest Hills Rd

SW, Building 2, Floor 2, Wilson, North Carolina 27893, or such other address as the Trustee may designate from time to time by notice

to the Holders, the Company and the Parent Guarantor, or the principal corporate trust office of any successor Trustee (or such other

address as such successor Trustee may designate from time to time by notice to the Holders, the Company and the Parent Guarantor); provided,

that no office of the Trustee shall be an office or agency of the Company or the Parent Guarantor for purposes of service of legal process

on the Company or the Parent Guarantor.

Article III

REDEMPTION

3.01        Optional

Redemption of the Notes.

(a)            Prior

to the applicable Par Call Date for each series of Notes, the Company may redeem the applicable series of Notes at its option, in whole

or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three

decimal places) equal to the greater of:

(i)            100%

of the principal amount of the applicable series of Notes to be redeemed on the Redemption Date; and

(ii)           (A) the

sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming

the applicable series of Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of

twelve 30-day months) at the applicable Treasury Rate plus (i) 15 basis points for the 2029 Notes, (ii) 15 basis points for

the 2031 Notes and (iii) 20 basis points for the 2036 Notes, less (B) interest accrued to the Redemption Date,

plus,

in each case, accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date.

(b)           For

each series of Notes, on or after the applicable Par Call Date, the Company may redeem the applicable series of Notes at its option, in

whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable series

of Notes being redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date.

the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or

portions thereof called for redemption.

(d)            In

the case of a partial redemption of any series of Notes, selection of the Notes of such series for redemption will be made pro rata, by

lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000

or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state

the portion of the principal amount of the Note being redeemed. Except in the case of Global Notes, a new Note in a principal amount equal

to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original

Note. Notwithstanding the foregoing, for so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in

accordance with the Applicable Procedures.

(e)            In

the event of any redemption of Notes, the Company shall not be required to (i) register the transfer of or exchange any Note during

a period beginning at the opening of business 15 days before the mailing of notice of redemption of the Notes and ending at the close

of business on the day of such mailing, or (ii) register the transfer of or exchange any Note so selected for redemption, in whole

or in part, except the unredeemed portion of any Note being redeemed in part.

(f)            Any

redemption of the Notes may, at the Company’s discretion, be subject to one or more conditions precedent, as provided in Section 4.02

of the Base Indenture. In addition, the Company may provide in such notice that payment of the redemption price and performance of the

Company’s obligations with respect to such redemption may be performed by another Person (but the Company shall remain responsible

in the event of any failure of such other Person to perform any such obligations).

(g)            The

Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent

manifest error. The Trustee shall have no duty to determine, or verify the calculation of, the redemption price.

(h)            Notwithstanding

the foregoing, installments of interest on Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption

Date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date immediately

preceding such Interest Payment Date, unless, with respect to any Global Security, the procedures of the Depositary require payment to

be completed in an alternate manner and in such case the procedures of the Depositary may control.

(i)             Notwithstanding

anything to the contrary in this First Supplemental Indenture or the Base Indenture, the Company, the Parent Guarantor and their respective

Affiliates, and their respective members of management, among other parties, may, at any time and from time to time, purchase, repurchase,

redeem, exchange, defease or otherwise acquire or retire the Parent Guarantor’s or any of its Subsidiaries’ outstanding debt

securities or loans, including the Notes of any series, by any means other than a redemption conducted pursuant to Section 3.01 of

this First Supplemental Indenture and Sections 4.02, 4.03 and 4.04 of the Base Indenture (and, for the avoidance of doubt, without being

subject to any pro rata repurchase requirement) from any Person, upon such terms and conditions, at such prices and with such considerations

as the Company, the Parent Guarantor and their respective Affiliates and their respective members of management, among other parties,

may determine, including, without limitation, in negotiated transactions, open market purchases, by tender offer or any other transactions

with one or more Holders or beneficial owners of Notes.

3.02        Additional

Redemption Provisions.

(a)            Subject

to Section 6.03 of this First Supplemental Indenture, the provisions of Article Four of the Base Indenture, as supplemented

by the provisions of this First Supplemental Indenture, shall apply to the Notes.

Article IV

ADDITIONAL COVENANTS

4.01        Change

of Control.

(a)            On

or before the 30th day after the date of the occurrence of a Change of Control Triggering Event with respect to a series of Notes, the

Company shall make an Offer to Purchase (a “Change of Control Offer”) on a Business Day not more than 60 nor less than

10 days following the delivery to each Holder of Notes of such series of the notice described in paragraph (b) below (the “Change

of Control Purchase Date”), all of the then Outstanding Notes of such series tendered at a purchase price in cash in Dollars

(the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof plus accrued and unpaid interest,

if any, thereon to, but excluding, the Change of Control Purchase Date. Notwithstanding the foregoing, installments of interest on Notes

of such series that are due and payable on Interest Payment Dates falling on or prior to a Purchase Date shall be payable on the Interest

Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date; provided, however,

that with respect to any Global Security, if the procedures of the Depositary require payment to be completed in an alternate manner,

in such case the procedures of the Depositary shall control. The Company shall be required to purchase all Notes of a series tendered

into the Change of Control Offer and not withdrawn.

(b)            Within

30 days following any Change of Control Triggering Event with respect to a series of Notes, the Company shall deliver a notice to each

Holder of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and stating

all other information as set forth in the definition of “Offer to Purchase.”

the Change of Control Purchase Date, the Company shall (i) accept for payment Notes of each series or portions thereof (not less

than $2,000 principal amount and integral multiples of $1,000 in excess thereof) tendered pursuant to the Change of Control Offer, (ii) deposit

with the Paying Agent cash in Dollars sufficient to pay the Purchase Price of (including accrued and unpaid interest on) all Notes of

each series or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Notes so accepted together with an

Officer’s Certificate setting forth the Notes of each series or portions thereof tendered to and accepted for payment by the Company.

The Paying Agent shall promptly mail or deliver to the Holders of Notes of each series 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 Note of like tenor equal in principal

amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company

to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer not later than the third Business

Day following the Change of Control Purchase Date.

(d)            The

Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event with respect to a series of

Notes if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements

applicable to a Change of Control Offer made by the Company and purchases all Notes of such series validly tendered and not withdrawn

under such Change of Control Offer or (2) a notice of redemption for all Outstanding Notes of such series has been given pursuant

to Section 3.01, unless and until there is a default in payment of the applicable Redemption Price.

(e)            If

Holders of not less than 90% in aggregate principal amount of the Outstanding Notes of a series validly tender and do not withdraw such

Notes in an offer to repurchase such Notes upon a Change of Control Triggering Event and the Company, or any third party making an offer

to repurchase such Notes upon a Change of Control Triggering Event in lieu of the Company, as described in the immediately preceding clause

(d), purchase all of the Notes of such series validly tendered and not withdrawn by such Holders, then the Company shall have the right,

upon not less than 10 days’ nor more than 60 days’ prior notice to each Holder of such Notes, with a copy to the Trustee,

given not more than 30 days following the Change of Control Purchase Date, to redeem all Notes of such series that remain Outstanding

following such purchase at a redemption price in cash in Dollars equal to 101% of the principal amount thereof, plus accrued and unpaid

interest, if any, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Regular Record

Date to receive interest due on the relevant Interest Payment Date).

(f)            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 Triggering Event with respect to a series of Notes occurs

and the Company is required to purchase Notes of such series as described above.

(g)            Notwithstanding

anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event with respect

to any series of Notes, conditioned upon the consummation of such Change of Control Triggering Event, if a definitive agreement is in

place for the Change of Control Triggering Event at the time the Change of Control Offer is made.

Article V

GUARANTEE

5.01        Guarantee.

The guarantee provisions of Article XIV of the Base Indenture will apply to the Notes and, subject to the terms of such Article XIV,

the Parent Guarantor unconditionally, fully and irrevocably guarantees the obligations of the Company under the Notes and the Indenture

on a senior unsecured basis as set forth in the Indenture, and guarantees to each Holder of a Note authenticated and delivered by the

Trustee, and to the Trustee for itself and on behalf of such Holder (collectively, the “Guarantees” and each individually,

a “Guarantee”), that (i) the principal of (and premium, if any) and interest on the Notes will be paid in full

when due, whether at the applicable Maturity Date, by acceleration, redemption or other event set forth in the Indenture, together with

interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the

Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and

thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same

shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the applicable Maturity

Date, by acceleration, redemption or other event set forth in the Indenture.

5.02        Release

of Parent Guarantor.

(a)            The

Guarantee of the Parent Guarantor shall be automatically and unconditionally released and discharged upon:

(i)            defeasance

or discharge of the Notes, as provided in Article XIII of the Base Indenture, including pursuant to the provisions of Section 13.01

(Satisfaction and Discharge) and Section 13.02 (Defeasance and Covenant Defeasance) of the Base Indenture;

(ii)           upon

the merger or consolidation of the Parent Guarantor and the Company, in each case, in compliance with the applicable provisions of the

Indenture; and

(iii)          as

permitted by the provisions of Section 11.02 of the Base Indenture (Supplemental Indentures with Consent of Holders).

(b)            At

the request of the Company, the Trustee will execute any documents reasonably requested by the Company evidencing such release.

the Parent Guarantor is released from its obligations hereunder pursuant to this section, it shall cease to be a “Guarantor”

as defined in and for purposes of the Indenture.

Article VI

MISCELLANEOUS

6.01        Application

of First Supplemental Indenture. The Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified

and confirmed and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties

of the Trustee shall be applicable in respect of this First Supplemental Indenture as fully and with like effect as if set forth herein

in full. This First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein

provided.

6.02        Trust

Indenture Act. To the extent the Trust Indenture Act applies to the Indenture, the Notes or the Guarantee, if any provision of the

Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to

be a part of and govern the Indenture, the latter provision shall control. To the extent the Trust Indenture Act applies to the Indenture,

the Notes or the Guarantee, if any provision of the Indenture modifies or excludes any provision of the Trust Indenture Act that may be

so modified or excluded, the latter provision shall be deemed to apply to the Indenture as so modified or to be excluded, as the case

may be.

6.03        Conflict

with Base Indenture. To the extent not expressly amended or modified by this First Supplemental Indenture, the Base Indenture shall

remain in full force and effect. If any provision of this First Supplemental Indenture relating to the Notes and the Guarantee is inconsistent

with any provision of the Base Indenture, the provision of this First Supplemental Indenture shall control.

6.04        Governing

Law; Waiver of Trial by Jury; Submission to Jurisdiction. This First Supplemental Indenture, the Notes and the Guarantee shall be

governed by, and construed in accordance with, the laws of the State of New York, as applied to contracts made and performed within the

State of New York, without regard to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

Any legal suit, action or proceeding arising out of or based upon this First Supplemental Indenture or the transactions contemplated hereby

may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof,

and each of the parties hereto and the Holders, by acceptance of the Notes, hereby irrevocably submits to the exclusive jurisdiction of

such courts in any such suit, action or proceeding.

EACH OF THE COMPANY, THE PARENT GUARANTOR, THE

TRUSTEE AND EACH HOLDER OF A NOTE, BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE, THE

NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.05        Successors.

All agreements of the Company in the Base Indenture, this First Supplemental Indenture and the Notes shall bind its successors. All agreements

of the Trustee in the Base Indenture and this First Supplemental Indenture shall bind its successors. All agreements of the Parent Guarantor

in the Base Indenture and this First Supplemental Indenture shall bind its successors.

6.06        Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original,

but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this First Supplemental

Indenture and of signature pages by PDF transmission will constitute effective execution and delivery of this First Supplemental

Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of

the parties hereto transmitted by email transmission with PDF attachment will be deemed to be their original signatures for all purposes.

For the avoidance of doubt, the words “execution,” “signed,” “signature,” “delivery” and

words of like import in this First Supplemental Indenture shall be deemed to include images of manually executed signatures transmitted

by electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures

(including, without limitation, DocuSign and AdobeSign), deliveries or the keeping of records in electronic form, each of which shall

be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper

based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic

means; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic

signatures in any form or in any format unless expressly agreed to by the Trustee, pursuant to reasonable procedures approved by the Trustee.

6.07        Trustee

Disclaimer. The Trustee makes no representation as to the validity, adequacy or sufficiency of this First Supplemental Indenture and

the Notes other than as to the validity of the execution and delivery of this First Supplemental Indenture by the Trustee and the authentication

of the Notes by the Trustee or any Authenticating Agent. The recitals and statements herein and in the Notes are deemed to be those of

the Parent Guarantor and the Company and not of the Trustee and the Trustee assumes no responsibility for the same and the Trustee does

not make any representation with respect to such matters. The Trustee or any Authenticating Agent shall not be accountable for the use

or application by the Company of Notes or the proceeds thereof.

[Remainder of page intentionally left blank]

WITNESS WHEREOF, the parties to this First Supplemental Indenture have caused it to be duly executed as of the day and year

first above written.

UNITED RENTALS (NORTH AMERICA), INC.,

as Company

By:

/s/ Sybil Collins

Name:

Sybil Collins

Title:

Vice President, Treasurer

UNITED RENTALS, INC., as Parent Guarantor

By:

/s/ Sybil Collins

Name:

Sybil Collins

Title:

Vice President, Treasurer

TRUIST BANK, as Trustee

By:

/s/ Patrick Giordano

Name:

Patrick Giordano

Title:

Vice President

[Signature Page to First Supplemental

Indenture]

Exhibit A

FORM OF NOTE

Each Global Note shall bear the following legend:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES

REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE

AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT

BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE 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 TO A NOMINEE OF SUCH SUCCESSOR

DEPOSITARY.

Each Global Note having The Depository Trust Company as the Depositary

shall have the following legend:

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE

OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF [*], OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE

OF DTC (AND ANY PAYMENT IS MADE TO [*] OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE

OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [*], HAS AN INTEREST HEREIN.

A-1

UNITED RENTALS (NORTH AMERICA), INC.

5.550% Senior Notes due 2029

No. [*]

CUSIP No.: 911365BT0

ISIN No.: US911365BT03

$[*]

UNITED RENTALS (NORTH AMERICA), INC., a Delaware

corporation (the “Company”), for value received promises to pay to [*] or registered assigns, the principal sum of [*] DOLLARS

(as may be adjusted by the increase or decrease as reflected on the Schedule of Increases or Decreases in the Global Note attached hereto)

on October 15, 2029 (the “Maturity Date”).

Interest Payment Dates: April 15 and October 15

(each, an “Interest Payment Date”), commencing on April 15, 2027, and upon the Maturity Date.

Interest Record Dates: April 1 and October 1

(each, a “Regular Record Date”).

Reference is made to the further provisions of

this 2029 Note contained herein, which will for all purposes have the same effect as if set forth at this place.

A-2

IN WITNESS WHEREOF, the Company has caused this

2029 Note to be duly executed.

Dated:

UNITED RENTALS (NORTH AMERICA), INC.,

By:

Name:

Title:

[Signature Page to Note]

A-3

This is one of the Securities of the series designated

therein issued under the within-mentioned Indenture.

Dated:

TRUIST BANK, as Trustee

By:

Authorized Signatory

[Signature Page to Note]

A-4

(REVERSE OF NOTE)

UNITED RENTALS (NORTH AMERICA), INC.

5.550% Senior Notes due 2029

1.            Interest.

United Rentals (North America), Inc. (the “Company”) promises to pay interest on the principal amount of this

2029 Note at the rate per annum set forth above. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day

months. The Company shall pay interest on the Notes in cash in Dollars in arrears on April 15 and October 15 of each year, with

the first payment on April 15, 2027, to the Holders in whose names such Note is registered at the close of business on April 1

and October 1, as the case may be (in each case, whether or not a Business Day), immediately preceding the related Interest Payment

Date. Interest payable on the Maturity Date of the Notes or any Redemption Date of the Notes shall be payable to the Holder to whom the

principal of such Note shall be payable, except as otherwise provided in the Indenture. Interest payable on any Interest Payment Date,

Redemption Date or Maturity Date shall be the amount of interest accrued from, and including, the immediately preceding Interest Payment

Date in respect of which interest has been paid or duly provided for (or from and including October 29, 2026, if no interest has

been paid or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Redemption Date or Maturity Date,

as the case may be. If any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, the payment otherwise required

to be made on such date, will be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment

Date, Redemption Date or Maturity Date, as applicable; provided that no additional interest shall accrue with respect to the payment

due on such date for the period from and after such Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to the

next succeeding Business Day.

Any interest on this 2029 Note that 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 at the close of business on the relevant Regular Record Date, and such Defaulted Interest

shall be paid by the Company in accordance with the provisions of Section 3.07 of the Base Indenture.

The Company shall pay interest on overdue principal

and premium, if any, and (to the extent legally enforceable under applicable law) upon any overdue installments of interest at the same

rate borne by this 2029 Note.

2.            Paying

Agent. Initially, the Trustee (as defined below) will act as Paying Agent. The Company may at any time designate additional Paying

Agents or rescind the designation of any Paying Agent.

3.            Indenture;

Defined Terms. This 2029 Note is one of the 5.550% Senior Notes due 2029 (the “Notes”) issued under the Indenture,

dated as of October 29, 2026 (as amended, modified or supplemented from time to time in accordance therewith, the “Base

Indenture” and, as supplemented by the First Supplemental Indenture, dated as of October 29, 2026, the “Indenture”),

by and between the Company, the Parent Guarantor and Truist Bank, as trustee (the “Trustee”). This 2029 Note is a “Security”

and the Notes are “Securities” under the Indenture.

A-5

For purposes of this 2029 Note, unless otherwise

defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture

and those made part of the Indenture by reference to the Trust Indenture Act. Notwithstanding anything to the contrary herein, the Notes

are subject to all such terms, and Holders of Notes are referred to the Indenture and the Trust Indenture Act for a statement of them.

To the extent the terms of the Indenture and this 2029 Note are inconsistent, the terms of the Indenture shall govern.

4.            Denominations:

Transfer: Exchange. The Notes are in registered form, without coupons, in minimum denominations of $2,000 and integral multiples of

$1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Company or the

Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain

transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.

5.            Redemption.

The Notes are subject to optional redemption as further described in the Indenture. There is no sinking fund applicable to the Notes.

6.            Offer

to Purchase Upon Change of Control Triggering Event. On or before the 30th day after the date of the occurrence of a Change of Control

Triggering Event with respect to the Notes, each Holder of Notes will have the right to require that the Company repurchase all or a portion

(equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes, as further described

in the Indenture, except as otherwise provided in Section 4.01(d) of the First Supplemental Indenture.

7.            Defaults

and Remedies. If certain Events of Default with respect to the Notes occur and are continuing, then the Trustee or the Holders of

not fewer than 25% in aggregate principal amount of the Outstanding Notes may declare the principal amount and accrued and unpaid interest,

if any, of all the Notes to be due and immediately payable, by a notice in writing to the Company (and to the Trustee if given by Holders),

and upon any such declaration such principal amount and such accrued and unpaid interest shall become immediately due and payable.

8.            CUSIP

and ISIN Numbers. No representation is made as to the accuracy of CUSIP or ISIN numbers as printed on the Notes.

9.            Guarantee.

The Company’s obligations under the Notes are fully, irrevocably and unconditionally guaranteed by the Parent Guarantor on an unsecured

and unsubordinated basis, to the extent set forth in the Indenture.

10.          Governing

Law. This 2029 Note shall be governed by and construed in accordance with the laws of the State of New York.

11.          Authentication.

This 2029 Note shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate

of authentication on the other side of this 2029 Note.

A-6

ASSIGNMENT FORM

To assign this 2029 Note, fill in the form below:

I or we assign and transfer this

Note 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

Note on the books of the Company. The agent may

substitute another to act for her.

Date:

Your Signature

Sign exactly as your name appears on the other

side of this 2029 Note.

Signature

Signature Guarantee:

Signature must be guaranteed

Signature

Signatures must be guaranteed by an “eligible

guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the

Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may

be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange

Act of 1934, as amended.

A-7

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect

to have this Security purchased by the Company pursuant to Section 4.01 of the First Supplemental Indenture, check the box: ☐

If you want to elect to have only part of this

2029 Note purchased by the Company pursuant to Section 4.01 of the First Supplemental Indenture, state the amount: $______.

Date:

Your Signature

(Sign exactly as your name appears on the other side of the Security)

Tax I.D. number

Signature Guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

A-8

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL

NOTE*

The following increases or decreases in this Global

Note have been made.

Date of

Exchange

Amount of

decrease in

principal

amount of this

Global Note

Amount of

increase in

principal

amount of this

Global Note

Principal

amount of this

Global Note

following such

decrease (or

increase)

Signature of

authorized

signatory of

Trustee

* This schedule should be included only if the Note is issued in global

form.

A-9

Exhibit B

FORM OF NOTE

Each Global Note shall bear the following legend:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES

REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE

AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT

BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE 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 TO A NOMINEE OF SUCH SUCCESSOR

DEPOSITARY.

Each Global Note having The Depository Trust Company as the Depositary

shall have the following legend:

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE

OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF [*], OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE

OF DTC (AND ANY PAYMENT IS MADE TO [*] OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE

OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [*], HAS AN INTEREST HEREIN.

B-1

UNITED RENTALS (NORTH AMERICA), INC.

5.750% Senior Notes due 2031

No. [*]

CUSIP No.: 911365BU7

ISIN No.: US911365BU75

$[*]

UNITED RENTALS (NORTH AMERICA), INC., a Delaware

corporation (the “Company”), for value received promises to pay to [*] or registered assigns, the principal sum of [*] DOLLARS

(as may be adjusted by the increase or decrease as reflected on the Schedule of Increases or Decreases in the Global Note attached hereto)

on October 15, 2031 (the “Maturity Date”).

Interest Payment Dates: April 15 and October 15

(each, an “Interest Payment Date”), commencing on April 15, 2027, and upon the Maturity Date.

Interest Record Dates: April 1 and October 1

(each, a “Regular Record Date”).

Reference is made to the further provisions of

this 2031 Note contained herein, which will for all purposes have the same effect as if set forth at this place.

B-2

IN WITNESS WHEREOF, the Company has caused this

2031 Note to be duly executed.

Dated:

UNITED RENTALS (NORTH AMERICA), INC.,

By:

Name:

Title:

[Signature Page to

Note]

B-3

This is one of the Securities of the series designated

therein issued under the within-mentioned Indenture.

Dated:

TRUIST BANK, as Trustee

By:

Authorized Signatory

[Signature Page to Note]

B-4

(REVERSE OF NOTE)

UNITED RENTALS (NORTH AMERICA), INC.

5.750% Senior Notes due 2031

1.            Interest.

United Rentals (North America), Inc. (the “Company”) promises to pay interest on the principal amount of this

2031 Note at the rate per annum set forth above. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day