10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 1-14387

United Rentals, Inc.

Commission File No. 1-13663

United Rentals (North America), Inc.

(Exact names of registrants as specified in their charters)

Delaware	06-1522496
Delaware	06-1493538

(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Nos.)
Five Greenwich Office Park, Greenwich, Connecticut	06830
(Address of principal executive offices)	(Zip Code)

(203) 622-3131

(Registrants’ telephone number, including area code)

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

x  Yes    ¨  No

As of November 4, 2002, there were 76,559,208 shares of the United Rentals, Inc. common stock, $.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.

This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and (ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary of United Rentals, Inc.). United Rentals (North America), Inc. meets the conditions set forth in general instruction H(1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by such instruction.

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1	Unaudited Consolidated Financial Statements
	United Rentals, Inc. Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001 (unaudited)	6
	United Rentals, Inc. Consolidated Statements of Operations for the Nine and Three Months Ended September 30, 2002 and 2001 (unaudited)	7
	United Rentals, Inc. Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2002 (unaudited)	8
	United Rentals, Inc. Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001 (unaudited)	9
	United Rentals (North America), Inc. Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001 (unaudited)	10
	United Rentals (North America), Inc. Consolidated Statements of Operations for the Nine and Three Months Ended September 30, 2002 and 2001 (unaudited)	11
	United Rentals (North America), Inc. Consolidated Statement of Stockholder’s Equity for the Nine Months Ended September 30, 2002 (unaudited)	12
	United Rentals (North America), Inc. Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001 (unaudited)	13
	Notes to Unaudited Consolidated Financial Statements	14
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3	Quantitative and Qualitative Disclosures about Market Risk	40
Item 4	Controls and Procedures	40
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	41
Item 6	Exhibits and Reports on Form 8-K	41
	Signatures	43

2

Certain statements contained in this Report are forward-looking in nature. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “forecast,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “intend,” “project” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy. You are cautioned that our business and operations are subject to a variety of risks and uncertainties and, consequently, our actual results may materially differ from those projected by any forward-looking statements. Certain of these factors are discussed in Item 2 of Part I of this Report under the caption “—Factors that May Influence Future Results and Results Anticipated by Forward-Looking Statements.” We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.

UNITED RENTALS

United Rentals is the largest equipment rental company in the world. We offer for rent over 600 types of equipment—everything from heavy machines to hand tools—through our network of more than 750 rental locations in the United States, Canada and Mexico. We currently serve more than 1.6 million customers, including construction and industrial companies, manufacturers, utilities, municipalities, homeowners and others.

Our fleet of rental equipment, the largest in the world, includes over 500,000 units having an original purchase price of approximately $3.7 billion. The fleet includes:

• General construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earth moving equipment, material handling equipment, compressors, pumps and generators;

• Aerial work platforms, such as scissor lifts and boom lifts;

• Tools and light equipment, such as power washers, water pumps, heaters and hand tools;

• Traffic control equipment, such as barricades, cones, warning lights, message boards and pavement marking systems; and

• Trench safety equipment for below ground work, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment.

In addition to renting equipment, we sell used rental equipment, act as a dealer for new equipment and sell related merchandise, parts and service.

Industry Background

We estimate that the U.S. equipment rental industry has grown from approximately $6.5 billion in annual rental revenues in 1990 to about $25 billion in 2001, representing a compound annual growth rate of approximately 12.9%. We believe that long-term industry growth, in addition to reflecting general economic expansion, is being driven by the increasing recognition by equipment users of the many advantages that equipment rental may offer compared with ownership. They recognize that by renting they can:

• avoid the large capital investment required for equipment purchases;

• access a broad selection of equipment and select the equipment best suited for each particular job;

• reduce storage and maintenance costs; and

• access the latest technology without investing in new equipment.

While the construction industry has to date been the principal user of rental equipment, industrial companies, utilities and others are increasingly using rental equipment for plant maintenance, plant turnarounds and other functions requiring the periodic use of equipment.

3

Competitive Advantages

We believe that we benefit from the following competitive advantages:

Large and Diverse Rental Fleet.    Our rental fleet is the largest and most comprehensive in the industry, which allows us to:

• attract customers by providing “one-stop” shopping;

• serve a diverse customer base and reduce our dependence on any particular customer or group of customers; and

• serve customers that require substantial quantities and/or wide varieties of equipment.

Significant Purchasing Power.    We purchase large amounts of equipment, merchandise and other items, which enables us to negotiate favorable pricing, warranty and other terms with our vendors.

Operating Efficiencies.    We benefit from the following operating efficiencies:

Equipment Sharing Among Branches.    We generally group our branches into clusters of 10 to 30 locations that are in the same geographic area. Each branch within a cluster can access all available equipment in the cluster area. This increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. In the third quarter of 2002, the sharing of equipment among branches accounted for approximately 11.8%, or $73 million, of our total rental revenue.

Ability to Transfer Equipment to Other Branches.    The size of our branch network gives us the ability to take advantage of strength at a particular branch or in a particular region by permanently transferring underutilized equipment from weaker to stronger areas.

Consolidation of Common Functions.    We reduce costs through the consolidation of functions that are common to our more than 750 branches, such as payroll, accounts payable and credit and collection, into 17 credit offices and three service centers.

State-of-the-Art Information Technology Systems.    We have state-of-the-art information technology systems that facilitate our ability to make rapid and informed decisions, respond quickly to changing market conditions, and share equipment among branches. We have an in-house team of approximately 100 information technology specialists that supports our systems.

National Account Program.    Our National Account sales force is dedicated to establishing and expanding relationships with large companies, particularly those with a national or multi-regional presence. We offer our National Account customers the benefits of a consistent level of service across North America, a wide selection of equipment and a single point of contact for all their equipment needs. Our National Account team serves approximately 1,700 National Account customers.

Geographic and Customer Diversity.    We have more than 750 branches in 47 states, seven Canadian provinces and Mexico and serve customers that range from Fortune 500 companies to small companies and homeowners. In 2001, we served more than 1.4 million customers and our top ten customers accounted for less than 3% of our revenues. We believe that our geographic and customer diversity provide us with many advantages including: (1) enabling us to better serve National Account customers with multiple locations, (2) helping us achieve favorable resale prices for used equipment by giving us access to resale markets across North America and by allowing us to market used equipment directly to end-user customers, (3) reducing our dependence on any particular customer and (4) reducing the impact that fluctuations in regional economic conditions have on our overall financial performance.

4

Risk Management and Safety Programs.    We believe that we have one of the most comprehensive risk management and safety programs in the industry. Our risk management department is staffed by 41 experienced professionals and is responsible for implementing our safety programs and procedures, developing our employee and customer training programs and managing any claims against us.

Strong and Motivated Branch Management.    Each of our branches has a full-time branch manager who is supervised by one of our 56 district managers and nine regional vice presidents. We believe that our managers are among the most knowledgeable and experienced in the industry, and we empower them—within budgetary guidelines—to make day-to-day decisions concerning branch matters. Senior management closely tracks branch, district and regional performance with extensive systems and controls, including performance benchmarks and detailed monthly operating reviews. The compensation of branch managers and other branch personnel is linked to their branch’s financial performance and return on assets. This incentivizes branch personnel to control costs, optimize pricing, share equipment with other branches and manage their fleet efficiently.

5

UNITED RENTALS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30 2002			December 31 2001
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	23,926		$	27,326
Accounts receivable, net of allowance for doubtful accounts of $43,032 in 2002 and $47,744 in 2001		541,538			450,273
Inventory		93,190			85,764
Prepaid expenses and other assets		146,183			133,217
Rental equipment, net		1,920,309			1,747,182
Property and equipment, net		414,471			410,053
Goodwill		1,956,444			2,199,774
Other intangible assets, net		6,959			7,927
	$	5,103,020		$	5,061,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	269,491		$	204,773
Debt		2,607,336			2,459,522
Deferred taxes		278,328			297,024
Accrued expenses and other liabilities		161,885			174,687
Total liabilities		3,317,040			3,136,006
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust		283,250			300,000
Stockholders’ equity:
Preferred stock—$.01 par value, 5,000,000 shares authorized:
Series C perpetual convertible preferred stock—$300,000 liquidation preference, 300,000 shares issued and outstanding		3			3
Series D perpetual convertible preferred stock—$150,000 liquidation preference, 150,000 shares issued and outstanding		2			2
Common stock—$.01 par value, 500,000,000 shares authorized, 76,555,755 shares issued and outstanding in 2002 and 73,361,407 in 2001		765			734
Additional paid-in capital		1,309,800			1,243,586
Deferred compensation		(55,947	)		(55,794	)
Retained earnings		278,232			467,106
Accumulated other comprehensive loss		(30,125	)		(30,127	)
Total stockholders’ equity		1,502,730			1,625,510
	$	5,103,020		$	5,061,516

The accompanying notes are an integral part of these consolidated financial statements.

6

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended September 30					Three Months Ended September 30
	2002			2001		2002			2001
	(In thousands, except per share data)
Revenues:
Equipment rentals	$	1,613,365		$	1,670,036	$	615,484		$	626,286
Sales of rental equipment		133,184			107,681		39,411			35,442
Sales of equipment and merchandise and other revenues		380,278			404,883		128,208			133,755
Total revenues		2,126,827			2,182,600		783,103			795,483
Cost of revenues:
Cost of equipment rentals, excluding depreciation		843,160			790,234		332,772			290,098
Depreciation of rental equipment		242,816			239,862		84,206			81,508
Cost of rental equipment sales		87,287			63,744		26,303			21,363
Cost of equipment and merchandise sales and other operating costs		275,347			294,888		94,075			97,272
Total cost of revenues		1,448,610			1,388,728		537,356			490,241
Gross profit		678,217			793,872		245,747			305,242
Selling, general and administrative expenses		315,939			332,671		110,919			110,956
Restructuring charge					28,922
Non-rental depreciation and amortization		42,703			80,289		14,965			27,051
Operating income		319,575			351,990		119,863			167,235
Interest expense		146,206			171,315		48,691			56,726
Preferred dividends of a subsidiary trust		13,904			14,625		4,605			4,875
Other (income) expense, net		(3,549	)		6,497		(221	)		(438	)
Income before provision for income taxes, extraordinary item and cumulative effect of change in accounting principle		163,014			159,553		66,788			106,072
Provision for income taxes		63,549			69,154		26,021			44,020
Income before extraordinary item and cumulative effect of change in accounting principle		99,465			90,399		40,767			62,052
Extraordinary item, net of tax benefit of $6,759					11,317
Cumulative effect of change in accounting principle, net of tax benefit of $60,529		(288,339	)
Net income (loss)	$	(188,874	)	$	79,082	$	40,767		$	62,052
Earnings per share—basic:
Income before extraordinary item and cumulative effect of change in accounting principle	$	1.32		$	1.26	$	0.53		$	0.85
Extraordinary item, net					0.16
Cumulative effect of change in accounting principle, net		(3.82	)
Net income (loss)	$	(2.50	)	$	1.10	$	0.53		$	0.85
Earnings per share—diluted:
Income before extraordinary item and cumulative effect of change in accounting principle	$	1.02		$	0.96	$	0.43		$	0.63
Extraordinary item, net					0.12
Cumulative effect of change in accounting principle, net		(2.96	)
Net income (loss)	$	(1.94	)	$	0.84	$	0.43		$	0.63

The accompanying notes are an integral part of these consolidated financial statements.

7

UNITED RENTALS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Series C Perpetual Convertible Preferred Stock		Series D Perpetual Convertible Preferred Stock		Common Stock					Additional Paid-in Capital			Deferred Compensation			Retained Earnings			Comprehensive Loss			Accumulated Other Comprehensive Loss
					Number of Shares		Amount
	(In thousands)
Balance, December 31, 2001	$	3	$	2	73,361		$	734		$	1,243,586		$	(55,794	)	$	467,106					$	(30,127	)
Comprehensive income:
Net loss																	(188,874	)	$	(188,874	)
Other comprehensive income:
Foreign currency translation adjustments																				310			310
Derivatives qualifying as hedges, net of tax																				(308	)		(308	)
Comprehensive loss																			$	(188,872	)
Issuance of common stock under deferred compensation plans					360			3			8,634			(8,637	)
Amortization of deferred compensation														8,484
Exercise of common stock options					3,744			37			76,347
Common stock repurchased and retired					(1,066	)		(11	)		(26,715	)
Convertible debt converted to common stock					157			2			2,678
Liquidation preference in excess of amounts paid for Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust											5,270
Balance, September 30, 2002	$	3	$	2	76,556		$	765		$	1,309,800		$	(55,947	)	$	278,232					$	(30,125	)

The accompanying notes are an integral part of these consolidated financial statements.

8

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30
	2002			2001
	(In thousands)
Cash Flows From Operating Activities:
Net income (loss)	$	(188,874	)	$	79,082
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		285,519			320,151
Gain on sales of rental equipment		(45,897	)		(43,937	)
Deferred taxes		54,462			54,724
Amortization of deferred compensation		8,484			3,675
Extraordinary item					18,076
Restructuring charge					10,893
Cumulative effect of change in accounting principle		288,339
Changes in operating assets and liabilities:
Accounts receivable		(89,940	)		(66,549	)
Inventory		99			39,897
Prepaid expenses and other assets		(2,901	)		(31,291	)
Accounts payable		64,705			(9,986	)
Accrued expenses and other liabilities		(16,949	)		60,139
Net cash provided by operating activities		357,047			434,874
Cash Flows From Investing Activities:
Purchases of rental equipment		(461,699	)		(395,027	)
Purchases of property and equipment		(32,604	)		(42,237	)
Proceeds from sales of rental equipment		133,184			107,681
In-process acquisition costs					(2,570	)
Deposits on rental equipment purchases		(8,018	)
Purchases of other companies		(163,260	)		(45,200	)
Net cash used in investing activities		(532,397	)		(377,353	)
Cash Flows From Financing Activities:
Proceeds from debt		304,151			2,008,655
Payments of debt		(160,589	)		(2,017,087	)
Payments of financing costs		(3,052	)		(27,946	)
Proceeds from the exercise of common stock options		63,755			8,778
Shares repurchased and retired		(26,726	)		(24,758	)
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired		(11,480	)
Net cash provided by (used in) financing activities		166,059			(52,358	)
Effect of foreign exchange rates		5,891			(9,031	)
Net decrease in cash and cash equivalents		(3,400	)		(3,868	)
Cash and cash equivalents at beginning of period		27,326			34,384
Cash and cash equivalents at end of period	$	23,926		$	30,516
Supplemental disclosure of cash flow information:
Cash paid for interest	$	150,294		$	168,488
Cash paid for income taxes, net of refunds	$	2,710		$	1,535
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired	$	173,079		$	12,692
Liabilities assumed		(11,418	)		(4,767	)
Less: Amounts paid through issuance of debt					(600	)
		161,661			7,325
Due to seller and other payments		1,599			37,875
Net cash paid	$	163,260		$	45,200

The accompanying notes are an integral part of these consolidated financial statements.

9

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30 2002			December 31 2001
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	23,926		$	27,326
Accounts receivable, net of allowance for doubtful accounts of $43,032 in 2002 and $47,744 in 2001		541,538			450,273
Inventory		93,190			85,764
Prepaid expenses and other assets		137,614			124,398
Rental equipment, net		1,920,309			1,747,182
Property and equipment, net		388,105			383,260
Goodwill		1,956,444			2,199,774
Other intangible assets, net		6,959			7,927
	$	5,068,085		$	5,025,904
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Accounts payable	$	269,491		$	204,773
Debt		2,607,336			2,459,522
Deferred taxes		278,328			297,024
Accrued expenses and other liabilities		179,202			166,154
Total liabilities		3,334,357			3,127,473
Commitments and contingencies
Stockholder’s equity:
Common stock—$.01 par value, 3,000 shares authorized, 1,000 shares issued and outstanding
Additional paid-in capital		1,581,833			1,518,078
Retained earnings		182,020			410,480
Accumulated other comprehensive loss		(30,125	)		(30,127	)
Total stockholder’s equity		1,733,728			1,898,431
	$	5,068,085		$	5,025,904

The accompanying notes are an integral part of these consolidated financial statements.

10

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended September 30					Three Months Ended September 30
	2002			2001		2002			2001
	(In thousands)
Revenues:
Equipment rentals	$	1,613,365		$	1,670,036	$	615,484		$	626,286
Sales of rental equipment		133,184			107,681		39,411			35,442
Sales of equipment and merchandise and other revenues		380,278			404,883		128,208			133,755
Total revenues		2,126,827			2,182,600		783,103			795,483
Cost of revenues:
Cost of equipment rentals, excluding depreciation		843,160			790,234		332,772			290,098
Depreciation of rental equipment		242,816			239,862		84,206			81,508
Cost of rental equipment sales		87,287			63,744		26,303			21,363
Cost of equipment and merchandise sales and other operating costs		275,347			294,888		94,075			97,272
Total cost of revenues		1,448,610			1,388,728		537,356			490,241
Gross profit		678,217			793,872		245,747			305,242
Selling, general and administrative expenses		315,939			332,671		110,919			110,956
Restructuring charge					28,922
Non-rental depreciation and amortization		36,076			74,035		12,667			25,083
Operating income		326,202			358,244		122,161			169,203
Interest expense		146,206			171,315		48,691			56,726
Other (income) expense, net		(3,549	)		6,497		(221	)		(438	)
Income before provision for income taxes and extraordinary item		183,545			180,432		73,691			112,915
Provision for income taxes		71,556			78,693		28,713			47,289
Income before extraordinary item		111,989			101,739		44,978			65,626
Extraordinary item, net of tax benefit of $6,759					11,317
Cumulative effect of change in accounting principle, net of tax benefit of $60,529		(288,339	)
Net income (loss)	$	(176,350	)	$	90,422	$	44,978		$	65,626

The accompanying notes are an integral part of these consolidated financial statements.

11

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY

(Unaudited)

	Common Stock		Additional Paid-In Capital		Retained Earnings			Comprehensive Loss			Accumulated Other Comprehensive Loss
	Number of Shares	Amount
	(In thousands, except share data)
Balance, December 31, 2001	1,000		$	1,518,078	$	410,480					$	(30,127	)
Comprehensive income:
Net loss						(176,350	)	$	(176,350	)
Other comprehensive income:
Foreign currency translation adjustments									310			310
Derivatives qualifying as hedges, net of tax									(308	)		(308	)
Comprehensive loss								$	(176,348	)
Contributed capital from parent				63,755
Dividend distributions to parent						(52,110	)
Balance, September 30, 2002	1,000		$	1,581,833	$	182,020					$	(30,125	)

The accompanying notes are an integral part of these consolidated financial statements.

12

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30
	2002			2001
	(In thousands)
Cash Flows From Operating Activities:
Net income (loss)	$	(176,350	)	$	90,422
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		278,892			313,897
Gain on sales of rental equipment		(45,897	)		(43,937	)
Deferred taxes		54,462			54,724
Extraordinary item					18,076
Restructuring charge					10,893
Cumulative effect of change in accounting principle		288,339
Changes in operating assets and liabilities:
Accounts receivable		(89,940	)		(66,549	)
Inventory		99			39,897
Prepaid expenses and other assets		(879	)		(31,023	)
Accounts payable		64,705			(9,986	)
Accrued expenses and other liabilities		(6,408	)		65,626
Net cash provided by operating activities		367,023			442,040
Cash Flows From Investing Activities:
Purchases of rental equipment		(461,699	)		(395,027	)
Purchases of property and equipment		(28,676	)		(37,348	)
Proceeds from sales of rental equipment		133,184			107,681
Deposits on rental equipment purchases		(8,018	)
Purchases of other companies		(163,260	)		(45,200	)
Net cash used in investing activities		(528,469	)		(369,894	)
Cash Flows From Financing Activities:
Proceeds from debt		304,151			2,008,655
Payments of debt		(160,589	)		(2,017,087	)
Payments of financing costs		(3,052	)		(27,946	)
Capital contributions by parent		63,755			8,778
Dividend distributions to parent		(52,110	)		(39,383	)
Net cash provided by (used in) financing activities		152,155			(66,983	)
Effect of foreign exchange rates		5,891			(9,031	)
Net decrease in cash and cash equivalents		(3,400	)		(3,868	)
Cash and cash equivalents at beginning of period		27,326			34,384
Cash and cash equivalents at end of period	$	23,926		$	30,516
Supplemental disclosure of cash flow information:
Cash paid for interest	$	136,390		$	153,863
Cash paid for income taxes, net of refunds	$	2,710		$	1,535
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired	$	173,079		$	12,692
Liabilities assumed		(11,418	)		(4,767	)
Less: Amounts paid through issuance of debt					(600	)
		161,661			7,325
Due to seller and other payments		1,599			37,875
Net cash paid	$	163,260		$	45,200

The accompanying notes are an integral part of these consolidated financial statements.

13

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

General

United Rentals, Inc., is principally a holding company (“Holdings” or the “Company”) and conducts its operations primarily through its wholly owned subsidiary United Rentals (North America), Inc. (“URI”) and subsidiaries of URI. Separate footnote information is not presented for the financial statements of URI and subsidiaries as that information is substantially equivalent to that presented below. Earnings per share data is not provided for the operating results of URI and its subsidiaries as they are wholly owned subsidiaries of Holdings.

The Consolidated Financial Statements of the Company included herein are unaudited and, in the opinion of management, such financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of the interim periods presented. Interim financial statements do not require all disclosures normally presented in year-end financial statements, and, accordingly, certain disclosures have been omitted. Results of operations for the nine and three month periods ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. The Consolidated Financial Statements included herein should be read in conjunction with the Company’s Consolidated Financial Statements and related Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

Impact of Recently Issued Accounting Standards

The Company adopted the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002. This standard addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, “Intangible Assets”. Under this standard, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests on a reporting unit level. Other intangible assets are being amortized over their estimated useful lives. The reporting units for the Company are its reporting branches. Upon adoption, the Company performed a transitional impairment test on its reporting units. As a result of this transitional impairment test, the Company recorded an impairment charge of approximately $288.3 million, net of tax benefit, as a cumulative effect of change in accounting principle in the first quarter of 2002. See Note 3 for further information.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This standard addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not have an impact on the Company’s consolidated financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This Standard rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. This Standard also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. This Standard amends SFAS No. 13, “Accounting for Leases”, to eliminate an inconsistency related to the required accounting for sale-leaseback transactions and certain lease modifications. This Standard also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Upon the adoption of this Standard, effective for fiscal years beginning after May 15, 2002, the Company will be required to reclassify a pre-tax extraordinary loss of approximately $18.1 million recognized during the second

14

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

quarter of 2001 to operating income. The adoption of the remaining provisions of SFAS No. 145 is not expected to have a material effect on the Company’s consolidated financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This Standard addresses financial accounting and reporting for costs associated with exit or disposal activities and requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. This Standard nullifies EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. This Standard is effective for exit or disposal activities initiated after December 31, 2002.

Reclassifications

Certain prior year balances have been reclassified to conform to the 2002 presentation.

2.    Acquisitions

During the nine months ended September 30, 2002 and the year ended December 31, 2001, the Company completed two acquisitions, one of which is further described below, and three acquisitions, respectively, that were accounted for as purchases. The results of operations of the businesses acquired in these acquisitions have been included in the Company’s results of operations from their respective acquisition dates.

On June 30, 2002, the Company acquired 35 rental locations from National Equipment Services, Inc. for approximately $110.6 million in cash, which was determined based primarily on the number of locations acquired and their financial performance. The acquisition of these rental locations was made to complement the Company’s existing network of rental locations. The results of operations of the acquisition are included in the Company’s statement of operations as of the date of acquisition.

The purchase prices for such acquisitions have been allocated to the assets acquired and liabilities assumed based on their respective fair values at their respective acquisition dates. However, the Company has not completed its valuation of all of its purchases and, accordingly, the purchase price allocations are subject to change when additional information concerning asset and liability valuations are completed. The preliminary purchase price allocations that are subject to change primarily consist of rental and non-rental equipment valuations. These allocations are finalized within 12 months of the acquisition date and are not expected to result in significant differences between the preliminary and final allocations.

15

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company for the nine and three months ended September 30, 2002 and 2001 as though each acquisition which was consummated during the period January 1, 2001 to September 30, 2002 as mentioned above and in Note 3 to the Notes to Consolidated Financial Statements included in the Company’s 2001 Annual Report on Form 10-K was made on January 1, 2001 (in thousands, except per share data):

	Nine Months Ended September 30					Three Months Ended September 30
	2002			2001		2002		2001
Revenues	$	2,157,691		$	2,270,597	$	783,103	$	822,422
Income before extraordinary item and cumulative effect of change in accounting principle	$	100,044		$	94,326	$	40,767	$	64,799
Net income (loss)	$	(188,295	)	$	83,009	$	40,767	$	64,799
Basic earnings per share before extraordinary item and cumulative effect of change in accounting principle	$	1.33		$	1.32	$	0.53	$	0.89
Basic earnings (loss) per share	$	(2.49	)	$	1.16	$	0.53	$	0.89
Diluted earnings per share before extraordinary item and cumulative effect of change in accounting principle	$	1.03		$	1.00	$	0.43	$	0.65
Diluted earnings (loss) per share	$	(1.93	)	$	0.88	$	0.43	$	0.65

The unaudited pro forma results are based upon certain assumptions and estimates which are subject to change. These results are not necessarily indicative of the actual results of operations that might have occurred, nor are they necessarily indicative of expected results in the future.

3. Goodwill and Other Intangible Assets

Changes in the Company’s carrying amount of goodwill for the first nine months of 2002 are as follows (in thousands):

Balance at December 31, 2001	$	2,199,774
Transitional impairment loss		(348,868	)
Foreign currency translation and other adjustments		3,161
Goodwill related to acquisitions		102,377
Balance at September 30, 2002	$	1,956,444

The Company’s reporting units are its reporting branches. The transitional impairment loss recorded during the first quarter of 2002 upon the adoption of SFAS No. 142 related to certain branches that decreased in value. The factors that negatively affected the values of these branches included the following: (i) continued weakness in non-residential construction spending which negatively affects the Company’s earnings and (ii) to a lesser extent, operational weakness at some branches and increased competition for some branches. The fair values of the Company’s reporting units were based upon valuation techniques using multiples of earnings and revenues.

The Company is currently performing the annual impairment test as required under SFAS No. 142 and estimates that it will record a pre-tax impairment charge in the range of $220 million to $270 million during the fourth quarter of 2002. This non-cash impairment charge will be recorded on the income statement and will reduce operating income by a corresponding amount. We expect that this charge will be required principally due to the factors described above.

16

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The reconciliation of previously reported net income and earnings per share to adjusted net income and earnings per share excluding goodwill amortization is as follows (in thousands, except per share data):

	Nine Months Ended September 30					Three Months Ended September 30
	2002			2001		2002		2001
Income before extraordinary item and cumulative effect of change in accounting principle	$	99,465		$	90,399	$	40,767	$	62,052
Goodwill amortization expense, net of tax					35,151				13,342
Adjusted income before extraordinary item and cumulative effect of change in accounting principle	$	99,465		$	125,550	$	40,767	$	75,394
Net income (loss)	$	(188,874	)	$	79,082	$	40,767	$	62,052
Goodwill amortization expense, net of tax					35,151				13,342
Adjusted net income (loss)	$	(188,874	)	$	114,233	$	40,767	$	75,394
Earnings per share—basic:
Income before extraordinary item and cumulative effect of change in accounting principle	$	1.32		$	1.26	$	0.53	$	0.85
Goodwill amortization expense, net of tax					0.57				0.22
Adjusted income before extraordinary item and cumulative effect of change in accounting principle	$	1.32		$	1.83	$	0.53	$	1.07
Net income (loss)	$	(2.50	)	$	1.10	$	0.53	$	0.85
Goodwill amortization expense, net of tax					0.57				0.22
Adjusted net income (loss)	$	(2.50	)	$	1.67	$	0.53	$	1.07
Earnings per share—diluted:
Income before extraordinary item and cumulative effect of change in accounting principle	$	1.02		$	0.96	$	0.43	$	0.63
Goodwill amortization expense, net of tax					0.37				0.13
Adjusted income before extraordinary item and cumulative effect of change in accounting principle	$	1.02		$	1.33	$	0.43	$	0.76
Net income (loss)	$	(1.94	)	$	0.84	$	0.43	$	0.63
Goodwill amortization expense, net of tax					0.38				0.13
Adjusted net income (loss)	$	(1.94	)	$	1.22	$	0.43	$	0.76

Other intangible assets consist of non-compete agreements and are amortized over periods ranging from three to eight years. The cost of other intangible assets and the related accumulated amortization as of September 30, 2002 were $17.3 million and $10.3 million, respectively. Amortization expense of other intangible assets was $2.6 million for the first nine months of 2002.

17

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of September 30, 2002, estimated amortization expense of other intangible assets for the remainder of 2002 and for each of the next five years is as follows (in thousands):

Remainder of 2002	$	819
2003		3,140
2004		1,685
2005		632
2006		383
2007		193
Thereafter		107
	$	6,959

4. Restructuring Charge

During the second quarter of 2001, the Company recorded a restructuring charge of approximately $28.9 million. The charge primarily relates to the closure or consolidation of 31 underperforming branches and five administrative offices, a reduction in the Company’s workforce by 489 and the abandonment of certain information technology projects. Of the remaining $7.0 million of this charge as of December 31, 2001, amounts paid in the first nine months of 2002 were approximately $3.9 million. Of the remaining $3.1 million of this charge as of September 30, 2002, the Company estimates approximately $0.8 million will be paid by December 31, 2002 and approximately $2.3 million will be paid in future periods.

Components of the restructuring charge are as follows:

	Balance December 31 2001		Activity in 2002		Balance September 30 2002
	(In thousands)
Costs to vacate facilities	$	3,538	$	1,980	$	1,558
Workforce reduction costs		2,055		1,317		738
Information technology costs		1,417		646		771
	$	7,010	$	3,943	$	3,067

18

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5.     Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Nine Months Ended September 30					Three Months Ended September 30
	2002			2001		2002		2001
Numerator:
Income before extraordinary item and cumulative effect of change in accounting principle	$	99,465		$	90,399	$	40,767	$	62,052
Plus: preferred dividends of a subsidiary trust, net of taxes									2,841
Income available to common stockholders	$	99,465		$	$90,399	$	40,767	$	64,893
Denominator:
Denominator for basic earnings per share— weighted-average shares		75,489			71,745		76,539		73,233
Effect of dilutive securities:
Employee stock options		1,113			1,522		307		2,379
Warrants		3,952			3,723		1,861		4,027
Series C perpetual convertible preferred stock		12,000			12,000		12,000		12,000
Series D perpetual convertible preferred stock		5,000			5,000		5,000		5,000
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust									6,876
Denominator for diluted earnings per share— adjusted weighted-average shares		97,554			93,990		95,707		103,515
Earnings per share—basic:
Income before extraordinary item and cumulative effect of change in accounting principle	$	1.32		$	1.26	$	0.53	$	0.85
Extraordinary item, net					0.16
Cumulative effect of change in accounting principle, net		(3.82	)
Net income (loss)	$	(2.50	)	$	1.10	$	0.53	$	0.85
Earnings per share—diluted:
Income before extraordinary item and cumulative effect of change in accounting principle	$	1.02		$	0.96	$	0.43	$	0.63
Extraordinary item, net					0.12
Cumulative effect of change in accounting principle, net		(2.96	)
Net income (loss)	$	(1.94	)	$	0.84	$	0.43	$	0.63

6.    Comprehensive Income

The following table sets forth the Company’s comprehensive income (loss) (in thousands):

	Nine Months Ended September 30						Three Months Ended September 30
	2002			2001			2002			2001
Net income (loss)	$	(188,874	)	$	79,082		$	40,767		$	62,052
Other comprehensive income (loss):
Foreign currency translation adjustment		310			(9,031	)		(9,478	)		(5,583	)
Cumulative effect on equity of adopting SFAS No. 133, net of tax					(2,516	)
Derivatives qualifying as hedges, net of tax		(308	)		(5,299	)		(432	)		(3,486	)
Comprehensive income (loss)	$	(188,872	)	$	62,236		$	30,857		$	52,983

7.    Amendment to Credit Agreement

Effective September 30, 2002 the Company entered into an amendment to the agreement governing its revolving credit facility and term loan. This amendment, among other things, (i) increased the aggregate amount

19

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

of the credit facility that is available in the form of letters of credit, (ii) reduced the minimum interest coverage ratio that the Company is required to maintain for the period July 1, 2002 through December 31, 2003 and (iii) changed certain definitions for purposes of measuring the Company’s compliance with its financial covenants under the credit agreement.

8.    Condensed Consolidating Financial Information of Guarantor Subsidiaries

Certain indebtedness of URI, a wholly owned subsidiary of Holdings (the “Parent”), is guaranteed by URI’s United States subsidiaries (the “guarantor subsidiaries”) and, in certain cases, also by Parent. However, this indebtedness is not guaranteed by URI’s foreign subsidiaries (the “non-guarantor subsidiaries”). The guarantor subsidiaries are all wholly-owned and the guarantees are made on a joint and several basis and are full and unconditional (subject to subordination provisions and subject to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws). Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information as of September 30, 2002 and December 31, 2001, and for the nine and three months ended September 30, 2002 and 2001, are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows:

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2002

	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
ASSETS
Cash and cash equivalents							$	18,764		$	5,162					$	23,926
Accounts receivable, net				$	75,967			432,021			33,550						541,538
Intercompany receivable (payable)					688,053			(505,307	)		(182,746	)
Inventory					34,634			53,989			4,567						93,190
Prepaid expenses and other assets					61,787			74,630			1,197		$	8,569			146,183
Rental equipment, net					1,063,346			723,177			133,786						1,920,309
Property and equipment, net	$	26,366			136,649			235,845			15,611						414,471
Investment in subsidiaries		1,759,614			2,371,846									(4,131,460	)
Intangible assets, net					493,077			1,348,364			121,962						1,963,403
	$	1,785,980		$	4,925,359		$	2,381,483		$	133,089		$	(4,122,891	)	$	5,103,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable				$	216,957		$	35,904		$	16,630					$	269,491
Debt	$	283,250			2,547,637			980			58,719		$	(283,250	)		2,607,336
Deferred taxes					278,278			50									278,328
Accrued expenses and other liabilities					145,409			22,065			11,728			(17,317	)		161,885
Total liabilities		283,250			3,188,281			58,999			87,077			(300,567	)		3,317,040
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust														283,250			283,250
Stockholders’ equity:
Preferred stock		5															5
Common stock		765															765
Additional paid-in capital		1,309,800			1,562,410			1,901,936			68,395			(3,532,741	)		1,309,800
Deferred compensation		(55,947	)														(55,947	)
Retained earnings		278,232			182,020			420,548			390			(602,958	)		278,232
Accumulated other comprehensive loss		(30,125	)		(7,352	)					(22,773	)		30,125			(30,125	)
Total stockholders’ equity		1,502,730			1,737,078			2,322,484			46,012		$	(4,105,574	)		1,502,730
	$	1,785,980		$	4,925,359		$	2,381,483		$	133,089		$	(4,122,891	)	$	5,103,020

20

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2001

	Parent			URI			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
ASSETS
Cash and cash equivalents				$	6,385		$	19,798	$	1,143					$	27,326
Accounts receivable, net					7,142			418,260		24,871						450,273
Intercompany receivable (payable)					89,612			39,548		(129,160	)
Inventory					36,335			46,410		3,019						85,764
Prepaid expenses and other assets					57,764			64,699		1,935		$	8,819			133,217
Rental equipment, net					885,442			744,969		116,771						1,747,182
Property and equipment, net	$	26,793			135,240			231,508		16,512						410,053
Investment in subsidiaries		1,904,000			2,414,710								(4,318,710	)
Intangible assets, net					855,360			1,231,121		121,220						2,207,701
	$	1,930,793		$	4,487,990		$	2,796,313	$	156,311		$	(4,309,891	)	$	5,061,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable				$	38,436		$	155,029	$	11,308					$	204,773
Debt	$	300,000			2,193,380			203,896		62,246		$	(300,000	)		2,459,522
Deferred income taxes					296,974			50								297,024
Accrued expenses and other liabilities		5,283			57,108			96,793		12,253			3,250			174,687
Total liabilities		305,283			2,585,898			455,768		85,807			(296,750	)		3,136,006
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust													300,000			300,000
Stockholders’ equity:
Preferred stock		5														5
Common stock		734														734
Additional paid-in capital		1,243,586			1,498,655			1,840,604		65,970			(3,405,229	)		1,243,586
Deferred compensation		(55,794	)													(55,794	)
Retained earnings		467,106			410,480			499,941		27,618			(938,039	)		467,106
Accumulated other comprehensive loss		(30,127	)		(7,043	)				(23,084	)		30,127			(30,127	)
Total stockholders’ equity		1,625,510			1,902,092			2,340,545		70,504			(4,313,141	)		1,625,510
	$	1,930,793		$	4,487,990		$	2,796,313	$	156,311		$	(4,309,891	)	$	5,061,516

21

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Nine Months Ended September 30, 2002
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	676,996		$	853,976		$	82,393					$	1,613,365
Sales of rental equipment					75,293			45,641			12,250						133,184
Sales of equipment and merchandise and other revenues					181,206			177,180			21,892						380,278
Total revenues					933,495			1,076,797			116,535						2,126,827
Cost of revenues:
Cost of equipment rentals, excluding depreciation					311,566			491,116			40,478						843,160
Depreciation of rental equipment					112.334			114,541			15,941						242,816
Cost of rental equipment sales					48,313			31,454			7,520						87,287
Cost of equipment and merchandise sales and other operating costs					134,638			124,598			16,111						275,347
Total cost of revenues					606,851			761,709			80,050						1,448,610
Gross profit					326,644			315,088			36,485						678,217
Selling, general and administrative expenses					141,749			155,252			18,938						315,939
Non-rental depreciation and amortization	$	6,627			18,325			15,707			2,044						42,703
Operating income (loss)		(6,627	)		166,570			144,129			15,503						319,575
Interest expense		13,904			135,163			7,552			3,491		$	(13,904	)		146,206
Preferred dividends of a subsidiary trust														13,904			13,904
Other (income) expense, net					3,751			(8,529	)		1,229						(3,549	)
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		(20,531	)		27,656			145,106			10,783						163,014
Provision (benefit) for income taxes		(8,007	)		10,787			56,421			4,348						63,549
Income (loss) before cumulative effect of change in accounting principle and equity in net earnings of subsidiaries		(12,524	)		16,869			88,685			6,435						99,465
Cumulative effect of change in accounting principle					(86,598	)		(168,078	)		(33,663	)					(288,339	)
Loss before equity in net earnings of subsidiaries		(12,524	)		(69,729	)		(79,393	)		(27,228	)					(188,874	)
Equity in net earnings of subsidiaries		(176,350	)		(106,621	)								282,971
Net loss	$	(188,874	)	$	(176,350	)	$	(79,393	)	$	(27,228	)	$	282,971		$	(188,874	)

22

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Nine Months Ended September 30, 2001
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	694,531		$	897,985		$	77,520				$	1,670,036
Sales of rental equipment					56,160			41,263			10,258					107,681
Sales of equipment and merchandise and other revenues					188,287			194,607			21,989					404,883
Total revenues					938,978			1,133,855			109,767					2,182,600
Cost of revenues:
Cost of equipment rentals, excluding depreciation					293,186			459,141			37,907					790,234
Depreciation of rental equipment					116,552			107,965			15,345					239,862
Cost of rental equipment sales					35,235			22,286			6,223					63,744
Cost of equipment and merchandise sales and other operating costs					141,240			137,504			16,144					294,888
Total cost of revenues					586,213			726,896			75,619					1,388,728
Gross profit					352,765			406,959			34,148					793,872
Selling, general and administrative expenses					142,788			171,641			18,242					332,671
Restructuring charge					28,922											28,922
Non-rental depreciation and amortization	$	6,254			31,066			38,567			4,402					80,289
Operating income (loss)		(6,254	)		149,989			196,751			11,504					351,990
Interest expense		14,625			161,341			8,790			1,184	$	(14,625	)		171,315
Preferred dividends of a subsidiary trust													14,625			14,625
Other (income) expense, net					18,205			(13,414	)		1,706					6,497
Income (loss) before provision (benefit) for income taxes and extraordinary item		(20,879	)		(29,557	)		201,375			8,614					159,553
Provision (benefit) for income taxes		(9,539	)		(8,829	)		83,921			3,601					69,154
Income (loss) before extraordinary item and equity in net earnings of subsidiaries		(11,340	)		(20,728	)		117,454			5,013					90,399
Extraordinary item					11,317											11,317
Income (loss) before equity in net earnings of subsidiaries		(11,340	)		(32,045	)		117,454			5,013					79,082
Equity in net earnings of subsidiaries		90,422			122,467								(212,889	)
Net income	$	79,082		$	90,422		$	117,454		$	5,013	$	(212,889	)	$	79,082

23

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended September 30, 2002
	Parent			URI		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	249,157	$	332,012		$	31,315				$	615,484
Sales of rental equipment					18,262		17,780			3,369					39,411
Sales of equipment and merchandise and other revenues					59,619		60,652			7,937					128,208
Total revenues					327,038		410,444			45,621					783,103
Cost of revenues:
Cost of equipment rentals, excluding depreciation					114,661		202,708			15,403					332,772
Depreciation of rental equipment					38,966		39,464			5,776					84,206
Cost of rental equipment sales					11,839		12,492			1,972					26,303
Cost of equipment and merchandise sales and other operating costs					44,510		43,670			5,895					94,075
Total cost of revenues					209,976		298,334			29,046					537,356
Gross profit					117,062		112,110			16,575					245,747
Selling, general and administrative expenses					51,211		53,356			6,352					110,919
Non-rental depreciation and amortization	$	2,298			6,554		5,420			693					14,965
Operating income (loss)		(2,298	)		59,297		53,334			9,530					119,863
Interest expense		4,605			47,572		18			1,101	$	(4,605	)		48,691
Preferred dividends of a subsidiary trust												4,605			4,605
Other (income) expense, net					2,938		(3,691	)		532					(221	)
Income (loss) before provision (benefit) for income taxes		(6,903	)		8,787		57,007			7,897					66,788
Provision (benefit) for income taxes		(2,692	)		3,427		22,233			3,053					26,021
Income (loss) before equity in net earnings of subsidiaries		(4,211	)		5,360		34,774			4,844					40,767
Equity in net earnings of subsidiaries		44,978			39,618							(84,596	)
Net income	$	40,767		$	44,978	$	34,774		$	4,844	$	(84,596	)	$	40,767

24

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended September 30, 2001
	Parent			URI		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	247,536	$	348,035		$	30,715				$	626,286
Sales of rental equipment					22,438		9,159			3,845					35,442
Sales of equipment and merchandise and other revenues					60,338		66,513			6,904					133,755
Total revenues					330,312		423,707			41,464					795,483
Cost of revenues:
Cost of equipment rentals, excluding depreciation					101,778		174,686			13,634					290,098
Depreciation of rental equipment					38,682		37,628			5,198					81,508
Cost of rental equipment sales					14,045		4,899			2,419					21,363
Cost of equipment and merchandise sales and other operating costs					45,535		46,685			5,052					97,272
Total cost of revenues					200,040		263,898			26,303					490,241
Gross profit					130,272		159,809			15,161					305,242
Selling, general and administrative expenses					48,331		56,755			5,870					110,956
Non-rental depreciation and amortization	$	1,968			10,775		12,842			1,466					27,051
Operating income		(1,968	)		71,166		90,212			7,825					167,235
Interest expense		4,875			53,516		2,744			466	$	(4,875	)		56,726
Preferred dividends of a subsidiary trust												4,875			4,875
Other (income) expense, net					3,480		(4,561	)		643					(438	)
Income (loss) before provision for income		(6,843	)		14,170		92,029			6,716					106,072
Provision (benefit) for income taxes		(3,269	)		5,934		38,542			2,813					44,020
Income (loss) before equity in net earnings of subsidiaries		(3,574	)		8,236		53,487			3,903					62,052
Equity in net earnings of subsidiaries		65,626			57,390							(123,016	)
Net income	$	62,052		$	65,626	$	53,487		$	3,903	$	(123,016	)	$	62,052

25

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

	For the Nine Months Ended September 30, 2002
	Parent			URI			Guarantor Subsidiaries			Non-   Guarantor Subsidiaries			Other and Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(21,457	)	$	229,677		$	112,276		$	25,071		$	11,480		$	357,047
Cash flows from investing activities:
Purchases of rental equipment					(289,507	)		(137,562	)		(34,630	)					(461,699	)
Purchases of property and equipment		(3,927	)		(7,603	)		(20,037	)		(1,037	)					(32,604	)
Proceeds from sales of rental equipment					75,293			45,641			12,250						133,184
Capital contributed to subsidiary		(63,755	)											63,755
Purchases of other companies					(163,260	)											(163,260	)
Deposits on rental equipment purchases					(8,018	)											(8,018	)
Net cash used in investing activities		(67,682	)		(393,095	)		(111,958	)		(23,417	)		63,755			(532,397	)
Cash flows from financing activities:
Proceeds from debt					301,773			82			2,296						304,151
Payments of debt					(153,333	)		(1,434	)		(5,822	)					(160,589	)
Payments of financing costs					(3,052	)											(3,052	)
Capital contributions by parent					63,755									(63,755	)
Proceeds from the exercise of common stock options		63,755															63,755
Dividend distributions to parent					(52,110	)								52,110
Common shares repurchased and retired		(26,726	)														(26,726	)
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired														(11,480	)		(11,480	)
Proceeds from dividends from subsidiary		52,110												(52,110	)
Net cash provided by (used in) financing activities		89,139			157,033			(1,352	)		(3,526	)		(75,235	)		166,059
Effect of foreign exchange rates											5,891						5,891
Net increase (decrease) in cash and cash equivalents					(6,385	)		(1,034	)		4,019						(3,400	)
Cash and cash equivalents at beginning of period					6,385			19,798			1,143						27,326
Cash and cash equivalents at end of period							$	18,764		$	5,162					$	23,926
Supplemental disclosure of cash flow information:
Cash paid for interest	$	14,080		$	124,785		$	7,921		$	3,508					$	150,294
Cash paid for income taxes, net of refunds				$	808					$	1,902					$	2,710
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired				$	173,079											$	173,079
Liabilities assumed					(11,418	)											(11,418	)
					161,661												161,661
Due to seller and other payments					1,599												1,599
Net cash paid				$	163,260											$	163,260

26

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

	For the Nine Months Ended September 30, 2001
	Parent			URI			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Other and Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(7,765	)	$	289,050		$	125,996		$	27,593					$	434,874
Cash flows from investing activities:
Purchases of rental equipment					(228,579	)		(144,259	)		(22,189	)					(395,027	)
Purchases of property and equipment		(4,290	)		(12,108	)		(22,948	)		(2,891	)					(42,237	)
Proceeds from sales of rental equipment					56,160			41,263			10,258						107,681
Capital contributed to subsidiary		(8,778	)										$	8,778
Purchases of other companies					(44,301	)					(899	)					(45,200	)
In-process acquisition costs		(2,570	)														(2,570	)
Net cash used in investing activities		(15,638	)		(228,828	)		(125,944	)		(15,721	)		8,778			(377,353	)
Cash flows from financing activities:
Proceeds from debt					2,008,644			11									2,008,655
Payments of debt					(2,010,426	)		(1,546	)		(5,115	)					(2,017,087	)
Payments of financing costs					(27,835	)					(111	)					(27,946	)
Capital contributions by parent					8,778									(8,778	)
Dividend distributions to parent					(39,383	)								39,383
Shares repurchased and retired		(24,758	)														(24,758	)
Proceeds from the exercise of common stock options		8,778															8,778
Proceeds from dividends from subsidiary		39,383												(39,383	)
Net cash provided by (used in) financing activities		23,403			(60,222	)		(1,535	)		(5,226	)		(8,778	)		(52,358	)
Effect of foreign exchange rates											(9,031	)					(9,031	)
Net decrease in cash and cash equivalents								(1,483	)		(2,385	)					(3,868	)
Cash and cash equivalents at beginning of period								29,733			4,651						34,384
Cash and cash equivalents at end of period							$	28,250		$	2,266					$	30,516
Supplemental disclosure of cash flow information:
Cash paid for interest	$	14,625		$	140,837		$	11,447		$	1,579					$	168,488
Cash paid for income taxes, net of refunds				$	1,828					$	(293	)				$	1,535
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired				$	11,859					$	833					$	12,692
Liabilities assumed					(4,573	)					(194	)					(4,767	)
Less amounts paid through issuance of debt					(600	)											(600	)
					6,686						639						7,325
Due to seller and other payments					37,615						260						37,875
Net cash paid				$	44,301					$	899					$	45,200

27

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion reviews our operations for the nine and three months ended September 30, 2002 and 2001 and should be read in conjunction with the Unaudited Consolidated Financial Statements and related Notes included herein and the Consolidated Financial Statements and related Notes included in our 2001 Annual Report on Form 10-K.

General

We are the largest equipment rental company in the world. Our revenues are divided into three categories:

• Equipment rentals—This category includes our revenues from renting equipment. This category also includes related revenues such as the fees we charge for equipment delivery, fuel, repair of rental equipment and damage waivers.

• Sales of rental equipment—This category includes our revenues from the sale of used rental equipment.

• Sales of equipment and merchandise and other revenues—This category principally includes our revenues from the following sources: (i) the sale of new equipment, (ii) the sale of supplies and merchandise, (iii) repair services and the sale of parts for equipment owned by customers and (iv) the operations of our subsidiary that develops and markets software for use by equipment rental companies in managing and operating multiple branch locations.

Our cost of operations consists primarily of: (i) depreciation costs relating to the rental equipment that we own and lease payments for the rental equipment that we hold under operating leases, (ii) the cost of repairing and maintaining rental equipment, (iii) the cost of the items that we sell including new and used equipment and related parts, merchandise and supplies and (iv) personnel costs, occupancy costs and supply costs.

We record rental equipment expenditures at cost and depreciate equipment using the straight-line method over the estimated useful life (which ranges from two to ten years), after giving effect to an estimated salvage value of zero to ten percent of cost.

Selling, general and administrative expenses primarily include sales commissions, advertising and marketing expenses, management salaries, and clerical and administrative overhead.

Non-rental depreciation and amortization includes (i) depreciation expense associated with equipment that is not offered for rent (such as vehicles, computers and office equipment) and amortization expense associated with leasehold improvements, (ii) the amortization of deferred financing costs and (iii) the amortization of goodwill and other intangible assets. Goodwill represents the excess of the purchase price of acquired companies over the estimated fair value of the net assets acquired. As described below, effective January 1, 2002, we no longer amortize goodwill. Our other intangible assets are non-compete agreements.

Change in Accounting Treatment for Goodwill and Other Intangible Assets

Effective January 1, 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” issued by the Financial Accountants Standards Board (“FASB”). Under this Standard, our goodwill, which we previously amortized over 40 years, is no longer being amortized. Our approximately $17.3 million of other intangible assets, which consist of non-compete agreements, continue to be amortized over their remaining useful lives. Under the new accounting standard, we are required to periodically review our goodwill for impairment. In general, this means that we must determine whether the fair value of the goodwill, determined in accordance with applicable accounting standards, is at least equal to the recorded value shown on our balance sheet. If the fair value of the goodwill is less than the recorded value, we are required to write off the excess goodwill and to treat this write-off as an expense. We completed our initial impairment

28

analysis in the first quarter of 2002 and recorded a non-cash impairment charge, net of tax benefit, of $288.3 million. This charge is reflected on our consolidated statements of operations as “cumulative effect of change in accounting principle.”

We are currently performing the annual impairment test as required under SFAS No. 142 and estimate that we will record a pre-tax impairment charge in the range of $220 million to $270 million during the fourth quarter of 2002. This non-cash impairment charge will be recorded on the income statement and will reduce our operating income by a corresponding amount. We expect that this charge will be required because some of our branches have decreased in value principally due to (i) continued weakness in non-residential construction spending which, as described below, has negatively affected our earnings and (ii) to a lesser extent, operational weakness at some branches and increased competition for some branches.

Restructuring Plan for 2002

We adopted a restructuring plan during the fourth quarter of 2002. We expect the plan to involve the following principal elements: (i) approximately 35 to 40 underperforming branches will be closed or consolidated with other locations; (ii) approximately three to five administrative offices will be closed or consolidated with other locations; (iii) our workforce will be reduced by approximately 450 to 475 through the termination of branch and administrative personnel; and (iv) other restructuring related items.

We expect to record, in the fourth quarter of 2002, a restructuring charge in the range of $25 million to $28 million for the restructuring plan described above. This charge is comprised primarily of cash outlays most of which will be made in periods subsequent to 2002. The restructuring charge will be recorded on our income statement and will reduce our operating income by a corresponding amount.

Results of Operations

Nine Months Ended September 30, 2002 and 2001

Revenues.    We had total revenues of $2,126.8 million in the first nine months of 2002, representing a decrease of 2.6% from total revenues of $2,182.6 million in the first nine months of 2001. The different components of our revenues are discussed below:

1.    Equipment Rentals.    Our revenues from equipment rentals were $1,613.4 million in the first nine months of 2002, representing a decrease of 3.4% from $1,670.0 million in the first nine months of 2001. These revenues accounted for 75.9% and 76.5% of our total revenues in 2002 and 2001, respectively. The decrease in rental revenues principally reflected the following:

• Our rental revenues from locations open more than one year, or same store rental revenues, decreased by approximately 3.4%. This decrease reflected a 4.7% decrease in rental rates, which was partially offset by an increase in the volume of rental transactions. The decrease in rental rates principally reflected continued weakness in non-residential construction spending.

• We also lost revenues because we closed or consolidated a number of underperforming branches during 2001. These lost revenues were offset by additional revenues from start-ups and acquisitions.

2.    Sales of Rental Equipment.    Our revenues from the sale of rental equipment were $133.2 million in the first nine months of 2002, representing a 23.7% increase from $107.7 million in the first nine months of 2001. These revenues accounted for 6.3% of our total revenues in the first nine months of 2002 compared with 4.9% in the first nine months of 2001. The increase in these revenues in 2002 primarily reflected our decision to dispose of certain assets that were being underutilized principally due to the continued weakness in non-residential construction spending.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our revenues from “sales of equipment and merchandise and other revenues” were $380.3 million in the first nine months of 2002, representing a decrease of 6.1% from $404.9 million in the first nine months of 2001. These revenues

29

accounted for 17.9% of our total revenues in the first nine months of 2002 compared with 18.6% of our total revenues in the first nine months of 2001. The decrease in these revenues in the first nine months of 2002 principally reflected a decrease in the volume of transactions.

Gross Profit.    Our gross profit decreased to $678.2 million in the first nine months of 2002 from $793.9 million in the first nine months of 2001. This decrease reflected the decrease in total revenues discussed above, as well as the decrease in gross profit margin described below from equipment rentals and the sales of rental equipment. Information concerning our gross profit margin by source of revenue is set forth below:

1.    Equipment Rentals.    Our gross profit margin from equipment rental revenues was 32.7% in the first nine months of 2002 and 38.3% in the first nine months of 2001. The decrease in 2002 principally reflected the decrease in rental rates described above and, to a lesser extent, higher costs related to wages, employee benefits and insurance.

2.    Sales of Rental Equipment.    Our gross profit margin from the sales of rental equipment was 34.5% in the first nine months of 2002 and 40.8% in the first nine months of 2001. The decrease in 2002 primarily reflected continued price weakness in the used equipment market.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our gross profit margin from “sales of equipment and merchandise and other revenues” was 27.6% in the first nine months of 2002 and 27.2% in the first nine months of 2001.

Selling, General and Administrative Expenses.    Selling, general and administrative expenses (“SG&A”) were $315.9 million, or 14.9% of total revenues, during the first nine months of 2002 and $332.7 million, or 15.2% of total revenues, during the first nine months of 2001. The decrease in SG&A in 2002 primarily reflected our ongoing efforts at cutting costs, including reducing the number of administrative personnel, reducing discretionary expenditures and consolidating certain credit and collection facilities.

Restructuring Charge.    We recorded a restructuring charge of $28.9 million in the second quarter of 2001 related to the adoption of a restructuring plan. For additional information, see Note 4 to our Unaudited Consolidated Financial Statements included elsewhere in this Report.

Non-rental Depreciation and Amortization.    Non-rental depreciation and amortization decreased to $42.7 million, or 2.0% of total revenues, in the first nine months of 2002 from $80.3 million, or 3.7% of total revenues, in the first nine months of 2001. This decrease was primarily attributable to a new accounting standard (discussed above under “—Change in Accounting Treatment For Goodwill and Other Intangible Assets”) which eliminated the amortization of goodwill effective January 1, 2002.

Operating Income.    Operating income was $319.6 million in the first nine months of 2002 compared to $352.0 million in the first nine months of 2001. The decrease in the first nine months of 2002 was attributable to the declines in revenues and gross profit described above. The adverse effects of these factors were somewhat offset by the following: (i) the new accounting standard which eliminated the amortization of goodwill effective January 1, 2002 as discussed above and (ii) our results in 2001 were depressed by the $28.9 million restructuring charge discussed above.

Interest Expense.    Interest expense decreased to $146.2 million in the first nine months of 2002 from $171.3 million in the first nine months of 2001. This decrease primarily reflected lower interest rates on our variable rate debt and lower debt outstanding due to the repayment of debt during 2001.

Preferred Dividends of a Subsidiary Trust.    Preferred dividends of a subsidiary trust were $13.9 million in the first nine months of 2002, compared to $14.6 million during the first nine months of 2001. The decrease in 2002 reflects a decrease in the amount of our outstanding trust preferred securities.

Other (Income) Expense.    Other income was $3.5 million in the first nine months of 2002 compared with other expense of $6.5 million in the first nine months of 2001. The other income in 2002 was primarily attributable to the favorable settlement of a lawsuit for net proceeds of $4.0 million. The other expense in 2001 was primarily attributable to a $7.8 million charge related to the refinancing costs of a synthetic lease.

30

Income Taxes.    Income taxes were $63.5 million, or an effective rate of 39.0%, in the first nine months of 2002 compared to $69.2 million, or an effective rate of 43.3%, in the first nine months of 2001. The decrease in the effective rate in the first nine months of 2002 primarily reflected (i) the elimination for book purposes of non-tax deductible goodwill amortization upon the adoption of SFAS No. 142 as discussed above and (ii) that in 2001 certain costs in the restructuring charge were non-deductible for income tax purposes.

Income Before Extraordinary Item and Cumulative Effect of Change in Accounting Principle.    Income before extraordinary item and cumulative effect of change in accounting principle was $99.5 million in the first nine months of 2002 compared to $90.4 million in the first nine months of 2001. The increase in the first nine months of 2002 principally reflected the following factors discussed above: (i) amortization of goodwill was eliminated in 2002, (ii) 2001 results were depressed by a $28.9 million restructuring charge, (iii) interest expense was lower and other income higher in 2002 and (iv) the effective tax rate was lower in 2002. The positive impact of the foregoing factors was substantially, but not entirely, offset by the decline in gross profit described above.

Cumulative Effect of Change in Accounting Principle.    As described under “—Change in Accounting Treatment for Goodwill and Other Intangible Assets,” we recorded an amount of $288.3 million, net of tax, for impairment of goodwill as part of our transitional impairment test upon the adoption of SFAS No. 142.

Three Months Ended September 30, 2002 and 2001

Revenues.    We had total revenues of $783.1 million in the third quarter of 2002, representing a decrease of 1.6% from total revenues of $795.5 million in the third quarter of 2001. The different components of our revenues are discussed below:

1.    Equipment Rentals.    Our revenues from equipment rentals were $615.5 million in the third quarter of 2002, representing a decrease of 1.7% from $626.3 million in the third quarter of 2001. These revenues accounted for 78.6% and 78.7% of our total revenues in 2002 and 2001, respectively. The decrease in rental revenues principally reflected the net effect of the following factors:

• Our rental revenues from locations open more than one year, or same store rental revenues, decreased by approximately 2.8%. This decrease reflected a 6.1% decrease in rental rates partially offset by an increase in the volume of rental transactions. The decrease in rental rates principally reflected continued weakness in non-residential construction spending.

• The decrease in same store rental revenues was partially offset by additional revenues from start-ups and acquisitions, which exceeded revenues lost from branches closed or consolidated.

2.    Sales of Rental Equipment.    Our revenues from the sale of rental equipment were $39.4 million in the third quarter of 2002, representing a 11.2% increase from $35.4 million in the third quarter of 2001. These revenues accounted for 5.0% of our total revenues in the third quarter of 2002 compared with 4.5% in the third quarter of 2001. The increase in these revenues in 2002 primarily reflected our decision to dispose of certain assets that were being underutilized principally due to the continued weakness in non-residential construction spending.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our revenues from “sales of equipment and merchandise and other revenues” were $128.2 million in the third quarter of 2002, representing a decrease of 4.1% from $133.8 million in the third quarter of 2001. These revenues accounted for 16.4% of our total revenues in the third quarter of 2002 compared with 16.8% of our total revenues in the third quarter of 2001. The decrease in these revenues in the third quarter of 2002 principally reflected a decrease in the volume of transactions.

Gross Profit.    Our gross profit decreased to $245.7 million in the third quarter of 2002 from $305.2 million in the third quarter of 2001. This decrease reflected the decrease in total revenues discussed above, as well as the

31

decrease in gross profit margin described below. Information concerning our gross profit margin by source of revenue is set forth below:

1.    Equipment Rentals.    Our gross profit margin from equipment rental revenues was 32.3% in the third quarter of 2002 and 40.7% in the third quarter of 2001. The decrease in 2002 principally reflected the decrease in rental rates described above and, to a lesser extent, higher costs related to wages, employee benefits and insurance.

2.    Sales of Rental Equipment.    Our gross profit margin from the sales of rental equipment was 33.3% in the third quarter of 2002 and 39.7% in the third quarter of 2001. The decrease in 2002 primarily reflected continued price weakness in the used equipment market.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our gross profit margin from “sales of equipment and merchandise and other revenues” was 26.6% in the third quarter of 2002 and 27.3% in the third quarter of 2001.

Selling, General and Administrative Expenses.    SG&A was $110.9 million, or 14.2% of total revenues, during the third quarter of 2002 and $111.0 million, or 13.9% of total revenues, during the third quarter of 2001.

Non-rental Depreciation and Amortization.    Non-rental depreciation and amortization decreased to $15.0 million, or 1.9% of total revenues, in the third quarter of 2002 from $27.1 million, or 3.4% of total revenues, in the third quarter of 2001. This decrease was primarily attributable to a new accounting standard (discussed above under “—Change in Accounting Treatment For Goodwill and Other Intangible Assets”) which eliminated the amortization of goodwill effective January 1, 2002.

Operating Income.    Operating income was $119.9 million in the third quarter of 2002 compared to $167.2 million in the third quarter of 2001. The decrease in the third quarter of 2002 primarily reflected the decline in revenues and gross profit described above. The negative impact of these declines was partially offset by the elimination of the amortization of goodwill effective January 1, 2002 as discussed above.

Interest Expense.    Interest expense decreased to $48.7 million in the third quarter of 2002 from $56.7 million in the third quarter of 2001. This decrease primarily reflected lower interest rates on our variable rate debt and lower debt outstanding due to our repayments of debt.

Preferred Dividends of a Subsidiary Trust.    Preferred dividends of a subsidiary trust were $4.6 million in the third quarter of 2002, compared to $4.9 million during the third quarter of 2001. The decrease is due to the decrease in the amount of our outstanding trust preferred securities.

Other (Income) Expense.    Other income was $0.2 million in the third quarter of 2002 compared to $0.4 million in the third quarter of 2001.

Income Taxes.    Income taxes were $26.0 million, or an effective rate of 39.0%, in the third quarter of 2002 compared to $44.0 million, or an effective rate of 41.5%, in the third quarter of 2001. The decrease in the effective rate in the third quarter of 2002 primarily reflected the elimination for book purposes of non-tax deductible goodwill amortization upon the adoption of SFAS No. 142 as discussed above.

Income Before Extraordinary Item and Cumulative Effect of Change in Accounting Principle.    Income before extraordinary item and cumulative effect of change in accounting principle was $40.8 million in the third quarter of 2002 compared to $62.1 million in the third quarter of 2001. The decrease in the third quarter of 2002 principally reflected the decline in gross profit described above. The negative impact of this decline was partially offset by the elimination of the amortization of goodwill effective January 1, 2002 as discussed above and lower interest expense in 2002.

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Liquidity and Capital Resources

Certain Balance Sheet Changes

The decreases in goodwill and retained earnings at September 30, 2002 as compared to December 31, 2001 were attributable to the write-off of goodwill as a result of the transitional impairment test required upon the adoption of SFAS No. 142 as described under “—Change in Accounting Treatment for Goodwill and Other Intangible Assets.” The increase in debt at September 30, 2002 as compared to December 31, 2001 was primarily attributable to borrowings to fund an acquisition in the second quarter of 2002. The decrease in deferred taxes at September 30, 2002 as compared to December 31, 2001 was attributable primarily to the tax effects of the goodwill write-off and the exercise of stock options during the first nine months of 2002. The increase in additional paid-in capital at September 30, 2002 as compared to December 31, 2001 was attributable primarily to: (i) the issuance of additional shares upon the exercise of stock options and the award of restricted stock, partially offset by common stock repurchased and retired, and (ii) the repurchase of 335,000 shares of our trust preferred securities at a price less than the liquidation preference of such shares.

Sources and Uses of Cash

During the first nine months of 2002, we (i) generated cash from operations of approximately $357.0 million, (ii) generated cash from the sale of rental equipment of approximately $133.2 million, (iii) obtained cash from the exercise of stock options, net of common stock repurchased and retired, of approximately $37.0 million and (iv) obtained cash from borrowings, net of repayments, of approximately $143.6 million. We used cash during this period principally to (i) pay consideration for acquisitions (approximately $163.3 million), (ii) purchase and pay deposits on rental equipment (approximately $469.7 million), (iii) purchase other property and equipment (approximately $32.6 million), (iv) repurchase and retire trust preferred securities (approximately $11.5 million) and (v) pay financing costs (approximately $3.1 million).

Cash Requirements Related to Operations

Our principal existing sources of cash are cash generated from operations and from the sale of used equipment and borrowings available under our revolving credit facility. As of November 7, 2002, we had $408.9 million of borrowing capacity available under our $750 million revolving credit facility (reflecting outstanding loans of approximately $250.1 million and outstanding letters of credit in the amount of approximately $91.0 million). We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.

We expect that our principal needs for cash relating to our existing operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases and (iv) debt service. We plan to fund such cash requirements relating to our existing operations from our existing sources of cash described above.

The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. Based on current conditions, we estimate that capital expenditures for our existing operations will be approximately $25 million for the fourth quarter of 2002 and in the range of $330 million to $360 million for all of 2003. These projected expenditures for 2003 are comprised of approximately (i) $290 million to $310 million of expenditures to replace rental equipment sold and (ii) $40 million to $50 million of expenditures for the purchase of non-rental equipment. We expect that we will fund such expenditures from proceeds from the sale of used equipment, cash generated from operations and, if required, borrowings available under our revolving credit facility.

We intend to increase the weighted average age of our rental fleet, which is currently 33 months, to about 42 months in 2003, and eventually to 45 months. This plan reflects our belief that the optimum age of our fleet is

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higher than where it is today. In determining the optimum age of our fleet, we have taken into account a number of factors, including the relationship between age and reliability and maintenance costs and the capital expenditures required to maintain the fleet at a particular age.

While emphasizing internal growth, we may also continue to expand through a disciplined acquisition program. We will consider potential transactions of varying size and may, on a selective basis, pursue acquisition or consolidation opportunities involving other public companies or large privately-held companies. We expect to pay for future acquisitions using cash, capital stock, notes and/or assumption of indebtedness. To the extent that our existing sources of cash described above are not sufficient to fund such future acquisitions, we will require additional debt or equity financing and, consequently, our indebtedness may increase or the ownership of existing stockholders may be diluted as we implement our growth strategy.

Based on the scheduled maturities of our current indebtedness, we are required to make principal payments of approximately $243.6 million over the next 12 months. These principal payments are comprised primarily of amounts outstanding under the receivables securitization facility. As described below, the annual renewal of the facility requires the lender’s consent. If we do not obtain this consent, then the facility will terminate in June 2003 and we will repay the borrowings thereunder. We may also, at our option, make additional principal payments.

Information Concerning Operating Leases

From time to time we have entered into operating leases pursuant to which we lease, as lessee, equipment. Certain of these leases were entered into as part of sale and lease-back transactions. In the first nine months of 2002, we were the seller-lessee in sale-leaseback transactions with unrelated third parties in which we sold equipment for aggregate proceeds of $3.4 million and agreed to lease back the equipment for a minor period of up to eight months. The related gains recognized from these transactions were approximately $1.5 million.

Information Concerning Receivables Securitization

We have an accounts receivable securitization facility under which one of our subsidiaries can borrow up to $250 million against a collateral pool of accounts receivable. The borrowings under the facility and the receivables in the collateral pool are included in the liabilities and assets, respectively, reflected on our consolidated balance sheets. Key terms of this facility include:

• borrowings may be made only to the extent that the face amount of the receivables in the collateral pool exceeds the outstanding loans by a specified amount;

• the facility is structured so that the receivables in the collateral pool are the lender’s only source of repayment;

• prior to expiration or early termination of the facility, amounts collected on the receivables may, subject to certain conditions, be retained by the borrower, provided that the remaining receivables in the collateral pool are sufficient to secure the then outstanding borrowings; and

• after expiration or early termination of the facility, we will repay the borrowings.

As of September 30, 2002, (i) the outstanding borrowings under the facility were approximately $230.0 million and (ii) the aggregate face amount of the receivables in the collateral pool was approximately $375.9 million. The agreement governing this facility, which was amended in June 2001, contemplates that the term of the facility may extend for up to three years from the date of the amended facility. However, on each anniversary of such date, the consent of the lenders is required for the facility to renew for the next year. The next anniversary date is in June 2003. The lenders may, at their option, terminate the facility in the event that our long-term senior secured debt securities are at any time rated “B+” or below by Standard & Poor’s Ratings Services or “B1” or below by Moody’s Investor Service.

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Information Concerning Trust Preferred Securities

In August 1998, a subsidiary trust of United Rentals, Inc. sold six million shares of 6 ¹/2% Convertible Quarterly Income Preferred Securities for aggregate consideration of $300 million. During 2002, we repurchased 335,000 of these shares (having an aggregate liquidation preference of approximately $16.8 million) for aggregate consideration of approximately $11.5 million. The liquidation preference amounts in excess of the amounts paid for the repurchase of these shares were recognized as increases in additional paid-in capital. Our results of operations do not reflect any gain or loss from these transactions.

Information Concerning Certain Restricted Stock Awards

We have granted to employees other than executive officers and directors approximately 800,000 shares of restricted stock that contain the following provisions. The shares vest in 2004 or 2005 or earlier upon a change in control of the Company, death, disability, retirement or certain terminations of employment, and are subject to forfeiture prior to vesting on certain other terminations of employment, the violation of non-compete provisions and certain other events. The grants provide that we will pay to employees who vest in their restricted stock, and who sell their restricted stock within five trading days after vesting, a maximum aggregate amount for all these employees of approximately $300,000 for each dollar by which the per share proceeds of these sales are less than $27.26 but more than $15.17, and a maximum aggregate amount for all these employees of approximately $800,000 for each dollar by which the per share proceeds of these sales are less than $15.17.

Relationship Between Holdings and URI

United Rentals, Inc. (“Holdings”) is principally a holding company and primarily conducts its operations through its wholly owned subsidiary United Rentals (North America), Inc. (“URI”) and subsidiaries of URI. Holdings provides certain services to URI in connection with its operations. These services principally include: (i) senior management services, (ii) finance related services and support, (iii) information technology systems and support and (iv) acquisition related services. In addition, Holdings leases certain equipment and real property that are made available for use by URI and its subsidiaries. URI has made, and expects to continue to make, certain payments to Holdings in respect of the services provided by Holdings to URI. The expenses relating to URI’s payments to Holdings are reflected on URI’s financial statements as selling, general and administrative expenses. In addition, although not legally obligated to do so, URI has in the past, and expects that it will in the future, make distributions to Holdings to, among other things, enable Holdings to pay dividends on certain trust preferred securities that were issued by a subsidiary trust of Holdings in August 1998.

The trust preferred securities are the obligation of a subsidiary trust of Holdings and are not the obligation of URI. As a result, the dividends payable on these securities are reflected as an expense on the consolidated financial statements of Holdings, but are not reflected as an expense on the consolidated financial statements of URI. This is the principal reason why the net income reported on the consolidated financial statements of URI is higher than the net income reported on the consolidated financial statements of Holdings.

Seasonality

Our business is seasonal with demand for our rental equipment tending to be lower in the winter months. The seasonality of our business has been heightened by our acquisition of businesses that specialize in renting traffic control equipment. These businesses tend to generate most of their revenues and profits in the second and third quarters of the year, slow down during the fourth quarter and operate at a loss during the first quarter.

Inflation

Although we cannot accurately anticipate the effect of inflation on our operations, we believe that inflation has not had, and is not likely in the foreseeable future to have, a material impact on our results of operations.

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Impact of Recently Issued Accounting Standards

We adopted SFAS No. 142, “Goodwill and Other Intangible Assets” effective January 1, 2002. This Standard addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, “Intangible Assets.” Under this Standard, goodwill and other intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests on a reporting unit level. Other intangible assets are being amortized over their estimated useful lives. For additional information, see “—Change in Accounting Treatment For Goodwill and Other Intangible Assets.”

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This Standard addresses financial accounting and reporting for the impairment or disposal of Long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”. We adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not have an impact on our consolidated financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This Standard rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. This Standard also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. This Standard amends SFAS No. 13, “Accounting for Leases”, to eliminate an inconsistency related to the required accounting for sale-leaseback transactions and certain lease modifications. This Standard also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Upon the adoption of this Standard, effective for fiscal years beginning after May 15, 2002, we will be required to reclassify a pre-tax extraordinary loss of approximately $18.1 million recognized during the second quarter of 2001 to operating income. The adoption of the remaining provisions of SFAS No. 145 is not expected to have a material effect on our consolidated financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This Standard addresses financial accounting and reporting for costs associated with exit or disposal activities and requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. This Standard nullifies EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. This Standard is effective for exit or disposal activities initiated after December 31, 2002.

Factors that May Influence Future Results and Results Anticipated by Forward-Looking Statements

Sensitivity to Changes in Construction and Industrial Activities

Our equipment is principally used in connection with construction and industrial activities. Consequently, decreases in construction or industrial activity due to a recession or other reasons may lead to a decrease in the demand for our equipment or the prices that we can charge. Any such decrease could adversely affect our revenues and operating results. For example, the slow-down in the economy has caused construction activity to significantly decrease in 2002 compared to 2001 and, as a result, our revenues, pricing and operating income were all down in the first nine months of 2002 compared to the same period in 2001.

We have identified below certain factors that may cause a further downturn in construction and industrial activity, either temporarily or long-term:

• a continuation or a worsening of the current recessionary environment;

• an increase in interest rates; or

• adverse weather conditions which may temporarily affect a particular region.

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In addition, demand for our equipment may not reach projected levels in the event that funding for highway and other construction projects under government programs, such as the Transportation Equity Act for the 21st Century (“TEA-21”), does not reach expected levels. This could occur for, among other reasons, reductions in government spending due to fiscal or other constraints. Additionally, due to shortfalls in tax revenues, many states have delayed or reduced the amount of funding for infrastructure projects.

Fluctuations of Operating Results

We expect that our revenues and operating results may fluctuate from quarter to quarter or over the longer term due to a number of factors. These factors include:

• seasonal rental patterns of our customers, with rental activity tending to be lower in the winter;

• completion of acquisitions;

• changes in the amount of revenue relating to renting traffic control equipment, since revenues from this equipment category tend to be more seasonal than the rest of our business;

• changes in the size of our rental fleet or in the rate at which we sell our used equipment;

• changes in demand for our equipment or the prices thereof due to changes in economic conditions, competition or other factors;

• changes in the interest rates applicable to our floating rate debt;

• if we determine that a potential acquisition will not be consummated, the need to charge against earnings any expenditures relating to such transaction (such as financing commitment fees, merger and acquisition advisory fees and professional fees) previously capitalized; and

• the possible need, from time to time, to take other write-offs or special charges due to a variety of occurrences, such as the adoption of new accounting standards, impairment of goodwill, store consolidations or closings or the refinancing of existing indebtedness.

Substantial Indebtedness

At September 30, 2002, our total indebtedness was approximately $2,607.3 million. Our substantial indebtedness has the potential to affect us adversely in a number of ways. For example, it will or could:

• require us to devote a substantial portion of our cash flow to debt service, reducing the funds available for other purposes;

• constrain our ability to obtain additional financing, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness; or

• make it difficult for us to cope with a downturn in our business or a decrease in our cash flow.

Furthermore, if we are unable to service our indebtedness and fund our business, we will be forced to adopt an alternative strategy that may include:

• reducing or delaying capital expenditures;

• limiting our growth;

• seeking additional capital;

• selling assets; or

• restructuring or refinancing our indebtedness.

We cannot be sure that any of these strategies could be effected on favorable terms or at all.

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A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. At September 30, 2002, we had $1,171.2 million of variable rate indebtedness.

Need to Satisfy Financial and Other Covenants in Debt Agreements

Under the agreements governing our credit facility and our term loan, we are required to, among other things, satisfy certain financial tests relating to: (a) minimum interest coverage ratio, (b) the ratio of funded debt to cash flow, (c) the ratio of senior debt to tangible assets and (d) the ratio of senior debt to cash flow. If we are unable to satisfy any of these covenants, the lenders could elect to terminate the credit facility and require us to repay the outstanding borrowings under the credit facility and our term loan. In such event, unless we are able to refinance the indebtedness coming due and replace the revolving credit facility, we would likely not have sufficient liquidity for our business needs and be forced to adopt an alternative strategy as described above. We cannot be sure that any alternative strategy could be effected on favorable terms or at all.

We are also subject to various other covenants under the agreements governing our credit facility, term loan and other indebtedness. These covenants limit or prohibit, among other things, our ability to incur indebtedness, make prepayments of certain indebtedness, pay dividends, make investments, create liens, make acquisitions, sell assets and engage in mergers and acquisitions. These covenants could adversely affect our business by significantly limiting our operating and financial flexibility.

Dependence on Additional Capital

If the cash that we generate from our business, together with cash that we may borrow under our credit facility, is not sufficient to fund our capital requirements, we will require additional debt and/or equity financing. We cannot, however, be certain that any additional financing will be available or, if available, will be available on terms that are satisfactory to us. If we are unable to obtain sufficient additional capital in the future, we may be unable to fund the capital outlays required for the success of our business, including those relating to purchasing equipment, making acquisitions, opening new rental locations and repaying or refinancing existing indebtedness.

Certain Risks Relating to Acquisitions

We have grown in part through acquisitions and may continue to do so. The making of acquisitions entails certain risks, including:

• unrecorded liabilities of acquired companies that we fail to discover during our due diligence investigations;

• difficulty in assimilating the operations and personnel of the acquired company with our existing operations;

• loss of key employees of the acquired company; and

• difficulty in maintaining uniform standards, controls, procedures and policies.

We cannot guarantee that we will realize the expected benefits from our acquisitions or that our existing operations will not be harmed as a result of acquisitions.

Substantial Goodwill

At September 30, 2002, we had on our balance sheet net goodwill in the amount of $1,956.4 million, which represented approximately 38.3% of our total assets at such date. This goodwill is an intangible asset and represents the excess of the purchase price that we paid for acquired businesses over the estimated fair market

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value of the net assets of those businesses. We are required to periodically review our goodwill for impairment. In general, this means that we must determine whether the fair value of the goodwill, determined in accordance with applicable accounting standards, is at least equal to the recorded value shown on our balance sheet. If the fair value of the goodwill is less than the recorded value, we are required to write off the excess goodwill and to treat this write-off as an expense. We are currently in the process of reviewing our goodwill for impairment and estimate that we will be required to write off $220 million to $270 million of goodwill during the fourth quarter of 2002. For additional information, see “—Change in Accounting Treatment for Goodwill and Other Intangible Assets.”

Dependence on Management

Our success is highly dependent on the experience and skills of our senior management team. If we lose the services of any member of this team and are unable to find a suitable replacement, we may not have the depth of senior management resources required to efficiently manage our business and execute our strategy. We do not maintain “key man” life insurance on the lives of members of senior management.

Competition

The equipment rental industry is highly fragmented and competitive. Our competitors primarily include small, independent businesses with one or two rental locations, regional competitors which operate in one or more states, public companies or divisions of public companies, and equipment vendors and dealers who both sell and rent equipment directly to customers. We may in the future encounter increased competition from our existing competitors or from new companies. In addition, equipment manufacturers may commence or increase their existing efforts relating to renting and selling equipment directly to our customers or potential customers. Competitive pressures could adversely affect our revenues and operating results by decreasing our market share or depressing the prices that we can charge.

Dependence on Information Technology Systems

Our information technology systems facilitate our ability to monitor and control our operations and adjust to changing market conditions. Any disruptions in these systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations and adjust to changing market conditions.

Liability and Insurance

We are exposed to various possible claims relating to our business. These possible claims include those relating to (1) personal injury or death caused by equipment rented or sold by us, (2) motor vehicle accidents involving our delivery and service personnel and (3) employment related claims. We carry a broad range of insurance for the protection of our assets and operations. However, such insurance may not fully protect us for a number of reasons, including:

• our coverage is subject to a deductible of $1.0 million and limited to a maximum of $98.0 million per occurrence;

• we do not maintain coverage for environmental liability (other than legally required fuel storage tank coverage); and

• certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits, might not be covered by our insurance.

If we are found liable for any significant claims that are not covered by insurance, our operating results could be adversely affected. We cannot be certain that insurance will continue to be available to us on economically reasonable terms, if at all.

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Environmental and Safety Regulations

Our operations are subject to numerous laws governing environmental protection and occupational health and safety matters. These laws regulate such issues as wastewater, stormwater, solid and hazardous wastes and materials, and air quality. Under these laws, we may be liable for, among other things, (1) the costs of investigating and remediating contamination at our sites as well as sites to which we sent hazardous wastes for disposal or treatment regardless of fault and (2) fines and penalties for non-compliance. Our operations generally do not raise significant environmental risks, but we use hazardous materials to clean and maintain equipment, dispose of solid and hazardous waste and wastewater from equipment washing, and store and dispense petroleum products from underground and above-ground storage tanks located at certain of our locations.

Based on the conditions currently known to us, we do not believe that any pending or likely remediation and compliance costs will have a material adverse effect on our business. We cannot be certain, however, as to the potential financial impact on our business if new adverse environmental conditions are discovered or environmental and safety requirements become more stringent. If we are required to incur environmental compliance or remediation costs that are not currently anticipated by us, our business could be adversely affected depending on the magnitude of the cost.

Labor Matters

We have approximately 1,100 employees that are represented by unions and are covered by collective bargaining agreements. If we should experience a prolonged labor dispute involving a significant number of our employees, our ability to serve our customers could be adversely affected. Furthermore, our labor costs could increase as a result of the settlement of actual or threatened labor disputes.

Operations Outside the United States

Our operations outside the United States are subject to the risks normally associated with international operations. These include (1) the need to convert currencies, which could result in a gain or loss depending on fluctuations in exchange rates, (2) the need to comply with foreign laws and (3) the possibility of political or economic instability in foreign countries.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

Market risks relating to changes in interest rates and foreign currency exchanges rates were reported in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2001. There has been no material change in these market risks since the end of the fiscal year 2001.

Item 4.     Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures.

An evaluation has been carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of our “disclosure controls and procedures” (as such term is defined in Rules 13a-14(c) under the Securities Exchange Act of 1934). This evaluation took place as of a date within 90 days prior to the filing date of this quarterly report (“Evaluation Date”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the disclosure controls and procedures are reasonably designed and effective to ensure that (i) information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)  Changes in Internal Controls.

Since the Evaluation Date, there have not been any significant changes in our internal controls or in other factors that could significantly affect such controls.

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PART II    OTHER INFORMATION

Item 1.     Legal Proceedings

We and our subsidiaries are parties to various litigation matters involving ordinary and routine claims incidental to our business. Our ultimate legal and financial liability with respect to such pending litigation cannot be estimated with certainty but we believe, based on our examination of such matters, that such ultimate liability will not have a material adverse effect on our consolidated financial position or results of operations.

Item 6.     Exhibits and Reports on Form 8-K

(a)  Exhibits:

Exhibit   Number	Description of Exhibit
3(a)	Amended and Restated Certificate of Incorporation of United Rentals, Inc., in effect as of the date hereof (incorporated by reference to exhibit 3.1 of United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
3(b)	Certificate of Amendment to the United Rentals, Inc. Certificate of Incorporation dated September 29, 1998 (incorporated by reference to Exhibit 4.2 to the United Rentals, Inc. Registration Statement on Form S-3, No. 333-70151).
3(c)	By-laws of United Rentals, Inc., in effect as of the date hereof (incorporated by reference to exhibit 3.2 of United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
3(d)	Form of Certificate of Designation for Series C Perpetual Convertible Preferred Stock (incorporated by reference to exhibit 3(f) of United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2001).
3(e)	Form of Certificate of Designation for Series D Perpetual Convertible Preferred Stock (incorporated by reference to exhibit 3(g) of United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2001).
3(f)	Form of Certificate of Designation for Series E Junior Participating Preferred Stock (incorporated by reference to Exhibit A of Exhibit 4 of the United Rentals, Inc. Current report on Form 8-K filed October 5, 2001).
3(g)	Rights Agreement dated September 28, 2001 between United Rentals, Inc. and American Stock Transfer & Trust Co., as Rights Agent (incorporated by reference to Exhibit 4 to the United Rentals, Inc. Report on Form 8-K filed on October 5, 2001).
3(h)	Amended and Restated Certificate of Incorporation of United Rentals (North America), Inc., in effect as of the date hereof (incorporated by reference to Exhibit 3.3 of the United Rentals (North America), Inc. Report on Form 10-Q for the quarter ended June 30, 1998).
3(i)	By-laws of United Rentals (North America), Inc., in effect as of the date hereof (incorporated by reference to Exhibit 3.4 of the United Rentals (North America), Inc. Report on Form 10-Q for the quarter ended June 30, 1998).
10(a)	Second Amendment, dated as of September 30, 2002, to the Amended and Restated Credit Agreement dated as of April 20, 2001, among United Rentals, Inc., United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals of Nova Scotia (No. 1), ULC, the lenders party thereto, JPMorgan Chase Bank, as U.S. administrative agent, and J.P. Morgan Bank Canada, as Canadian administrative agent (incorporated by reference to Exhibit 99.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Report on Form 8-K filed on October 1, 2002).

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Exhibit Number		Description of Exhibit
10(b)	*	Amended and Restated Receivables Purchase Agreement dated as of June 26, 2001 among United Rentals, Inc., as collection agent, United Rentals Receivables LLC II, various financial institutions and Credit Lyonnais New York Branch, as agent.
10(c)	*	Amendment No. 1 to Amended and Restated Receivables Purchase Agreement dated as of June 21, 2002 among United Rentals, Inc., as collection agent, United Rentals Receivables LLC II, various financial institutions and Credit Lyonnais New York Branch, as agent.
10(d)	*	Amendment No. 2 and Waiver to Amended and Restated Receivables Purchase Agreement dated as of October 29, 2002 among United Rentals, Inc., as collection agent, United Rentals Receivables LLC II, various financial institutions and Credit Lyonnais New York Branch, as agent.
10(e)	*	Purchase and Contribution Agreement dated as of December 21, 2000 among United Rentals (North America), Inc., various subsidiaries of United Rentals (North America), Inc., United Rentals Receivables LLC I and United Rentals, Inc., as collection agent.
10(f)	*	Amendment 1 to Purchase and Contribution Agreement dated as of January 9, 2001 among United Rentals (North America), Inc., various subsidiaries of United Rentals (North America), Inc., United Rentals Receivables LLC I and United Rentals, Inc., as collection agent.
10(g)	*	Amendment 2 to Purchase and Contribution Agreement dated as of June 26, 2001 among United Rentals (North America), Inc., various subsidiaries of United Rentals (North America), Inc., United Rentals Receivables LLC I and United Rentals, Inc., as collection agent.
10(h)	*	Purchase and Contribution Agreement dated as of December 21, 2000 among United Rentals Receivables LLC I, United Rentals Receivables LLC II and United Rentals, Inc., as collection agent.
10(i)	*	Amendment 1 to Purchase and Contribution Agreement dated as of January 9, 2001 among United Rentals Receivables LLC I, United Rentals Receivables LLC II and United Rentals, Inc., as collection agent.
10(j)	*	Amendment 2 to Purchase and Contribution Agreement dated as of June 26, 2001 among United Rentals Receivables LLC I, United Rentals Receivables LLC II and United Rentals, Inc., as collection agent.
10(k)	*	Parent Undertaking Agreement dated as of December 21, 2000 between United Rentals, Inc. and Credit Lyonnais New York Branch, as agent.
99(a)	*	Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99(b)	*	Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K:

1. Form 8-K filed on July 1, 2002 (earliest event reported July 1, 2002); Item 9 was reported.

2. Form 8-K filed on August 14, 2002 (earliest event reported August 14, 2002); Item 9 was reported.

3. Form 8-K filed on October 1, 2002 (earliest event reported September 30, 2002); Item 5 was reported.

* Filed herewith

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SIGNATURES

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

Dated: November 14, 2002	UNITED RENTALS, INC.
	By:	/s/    MICHAEL J. NOLAN
		Michael J. Nolan Chief Financial Officer (Principal Financial Officer)

Dated: November 14, 2002	UNITED RENTALS, INC.
	By:	/s/    JOSEPH B. SHERK
		Joseph B. Sherk Vice President, Corporate Controller (Principal Accounting Officer)

Dated: November 14, 2002	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/    MICHAEL J. NOLAN
		Michael J. Nolan Chief Financial Officer (Principal Financial Officer)

Dated: November 14, 2002	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/    JOSEPH B. SHERK
		Joseph B. Sherk Vice President, Corporate Controller (Principal Accounting Officer)

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CERTIFICATIONS

I, Bradley S. Jacobs, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this quarterly report;

4.    The registrants’ other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants and we have:

a)  designed such disclosure controls and procedures to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)  evaluated the effectiveness of the registrants’ disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.    The registrants’ other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants’ auditors and the audit committee of registrants’ boards of directors (or persons performing the equivalent function):

a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants’ ability to record, process, summarize and report financial data and have identified for the registrants’ auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal controls; and

6.    The registrants’ other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

November 14, 2002

/S/    BRADLEY S. JACOBS

Bradley S. Jacobs

Chief Executive Officer

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CERTIFICATIONS

I, Michael J. Nolan, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this quarterly report;

4.    The registrants’ other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants and we have:

a)  designed such disclosure controls and procedures to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)  evaluated the effectiveness of the registrants’ disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.    The registrants’ other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants’ auditors and the audit committee of registrants’ boards of directors (or persons performing the equivalent function):

a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants’ ability to record, process, summarize and report financial data and have identified for the registrants’ auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal controls; and

6.    The registrants’ other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

November 14, 2002

/S/    MICHAEL J. NOLAN

Michael J. Nolan

Chief Financial Officer

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EX-10.(B)

Exhibit 10(b)

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Dated as of June 26, 2001

UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Seller”), UNITED RENTALS, INC., a Delaware corporation (the “Collection Agent”), ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation (“Atlantic”), GRAMERCY CAPITAL CORPORATION, a Delaware corporation (“Gramercy”), CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH (“CSFB”), a branch of a banking corporation organized and existing under the laws of Switzerland, and CREDIT LYONNAIS NEW YORK BRANCH (“Credit Lyonnais”), a branch of a French banking corporation, as a Bank and as agent (the “Agent”) for the Investors and the Banks, agree as follows:

PRELIMINARY STATEMENTS

Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits to “the Agreement” refer to this Agreement, as amended, modified or supplemented from time to time.

The Seller, the Collection Agent, Atlantic and Credit Lyonnais are parties to a Receivables Purchase Agreement, dated as of December 21, 2000 (the “Original Agreement”), pursuant to which, and subject to and upon the terms and conditions of which, the Seller from time to time sold to Atlantic an undivided fractional ownership interest (referred to herein in as a “Receivable Interest”) in the Receivables which it acquired from United Receivables-I.

The parties hereto desire to amend the Original Agreement in order to, among other things, provide for the addition of Gramercy as an Issuer and CSFB as a Bank on the terms set forth herein.

ARTICLE I

AMOUNTS AND TERMS OF THE PURCHASES

SECTION 1.01.    Purchase Facility.

(a)  On the terms and conditions hereinafter set forth, the Issuers may, in their sole discretion, subject to Section 1.02(a), ratably in accordance with their respective Issuer Purchase Limits, and if and to the extent an Issuer does not make a purchase, the Related Banks for such Issuer shall, ratably in accordance with their respective Related Bank Commitments, purchase Receivable Interests from the Seller from time to time until the Facility Termination Date. Under no circumstances shall the Issuers make any such purchase, or the Banks be obligated to make any such purchase, if after giving effect to such purchase the aggregate outstanding Capital of Receivable Interests would exceed the Purchase Limit or if the aggregate outstanding Capital of Receivable Interests owned by an Issuer and its Related Banks would exceed the applicable Issuer Purchase Limit . The Agent shall act on behalf of each of the Issuers and each of the Banks in this regard by acquiring all of the Receivable Interests in the name of the Agent, as agent for the Investors and the Banks.

(b)  The Seller may, upon at least five Business Days’ notice to the Agent, terminate this purchase facility in whole or, from time to time, reduce in part the unused portion of the Purchase Limit; provided that each partial reduction shall be in the amount of at least $1,000,000 or an integral multiple thereof and each partial reduction shall if the Issuer Purchase Limit of one Issuer is greater than the Issuer Purchase Limit of another Issuer, reduce the greater Issuer Purchase Limit and Related Bank Commitments until the Issuer Purchase Limits are equal and then reduce ratably each Issuer Purchase Limit and each Related Bank Commitment. The Seller may, at any time, request an increase in the then current Issuer Purchase Limits and Related Bank Commitments by written notice to the Agent. Upon written approval of such increase by any Issuer, and receipt by such Issuer of any necessary ratings confirmation for the commercial paper of such Issuer, the Purchase Limit and the Issuer Purchase Limit of such Issuer shall be increased and the Related Bank Commitments of such Issuer’s Related Banks shall be increased.

(c)  Subject to the conditions described in Section 2(b) of Exhibit II to this Agreement, Collections attributable to Receivable Interests shall be automatically reinvested pursuant to Section 1.04(b)(ii) in additional Receivable

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Interests or by making an appropriate readjustment of the Receivable Interest percentage.

SECTION 1.02.    Making Purchases.

(a)  Allocation among Parties.    Atlantic has purchased Receivable Interests under the Original Agreement with an aggregate outstanding Capital of $100,000,000. Gramercy or its Related Banks, subject to the terms and conditions of this Agreement, shall make a purchase of Receivable Interests with an aggregate outstanding Capital of $100,000,000 on the date of this Agreement. Thereafter, if additional purchases are to be made, they shall be allocated among the parties ratably until each Issuer together with its Related Banks collectively have Capital outstanding of $100,000,000 and then shall be allocated to Gramercy and its Related Banks.

(b)  Purchase Request.    Each additional purchase of a Receivable Interest hereunder shall be made on at least one Business Day’s notice given no later than 11:00 a.m. (New York time) from the Seller to the Agent, the Issuers and the Related Banks. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (which shall not be less than $2,000,000), (ii) the date of such purchase (which shall be a Business Day) and (iii) the desired duration of the initial Fixed Period for each such Receivable Interest. Each Issuer shall promptly thereafter notify the Seller, the Agent and its Related Banks whether such Issuer has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Issuer. If an Issuer has determined not to make a proposed purchase, the Seller shall promptly send notice to all of such Issuer’s Related Banks concurrently specifying the duration of the Fixed Period for the Receivable Interests being purchased. Each request for a purchase hereunder made by the Seller shall be irrevocable and binding on the Seller, and the Seller shall indemnify the Issuers and the Banks against any breakage expenses incurred by them as a result of any failure by the Seller to complete such purchase, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of funds acquired or requested to fund such purchase.

(c)  Payment for Purchases.    On the date of each such purchase of a Receivable Interest, the Issuers or the Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, make available to the Seller by wire transfer in U.S. dollars in same day funds, to the account designated by the Seller, no later than 3:00 p.m. (New York City time) an amount equal to the initial Capital of such Receivable Interest.

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(d)  Sale of Interests.    Effective on the date of each purchase pursuant to this Section 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Agent, for the benefit of the parties making such purchase, an undivided percentage ownership interest, to the extent of the Receivable Interests then being purchased, in each Pool Receivable then existing and in the Related Security and Collections with respect to, and other proceeds of, such Pool Receivable and Related Security.

(e)  Limitations on Banks.    Notwithstanding the foregoing, a Bank shall not be obligated to make purchases under this Section at any time in an amount which would exceed such Bank’s unused Related Bank Commitment less such Bank’s Percentage of the outstanding and unpaid Capital of the Issuer to which it is related. Each Bank’s obligation shall be several, such that the failure of any Bank to make available to the Seller any funds in connection with any purchase shall not relieve any other Bank of its obligation, if any, hereunder to make funds available on the date of such purchase, and if any Bank shall fail to make funds available, each remaining Bank which is part of the same group of Related Banks shall (subject to the limitation in the preceding sentence) make available its pro rata portion of the funds required for such purchase.

(f)  Reinvestment Terminations and Purchases.    If an Issuer terminates its reinvestment of Collections in Receivable Interests prior to the Facility Termination Date, such Issuer’s Related Banks shall either, in its sole discretion, (i) purchase from such Issuer all Receivables Interests owned by such Issuer or (ii) on each date on which Collections are distributed to such Issuer pursuant to Section 1.04(b)(iii) hereof, purchase additional Receivable Interests from the Seller under this Section 1.02.

SECTION 1.03.    Receivable Interest Computation.

Each Receivable Interest shall be initially computed on its date of purchase. Thereafter until the Termination Date for such Receivable Interest, such Receivable Interest shall be automatically recomputed (or deemed to be recomputed) on each day other than a Liquidation Day. Any Receivable Interest, as computed (or deemed recomputed) as of the day immediately preceding the Termination Date for such Receivable Interest, shall thereafter remain constant. Such Receivable Interest shall become zero when Capital thereof and Yield thereon shall have been paid in full, all other amounts owed by the Seller hereunder to the Investors, the Banks or the Agent are paid in full and the Collection Agent shall have received the accrued Collection Agent Fee thereon.

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SECTION 1.04.    Settlement Procedures.

(a) Collection of the Pool Receivables shall be administered by a Collection Agent, in accordance with the terms of Article IV of this Agreement. The Seller shall provide to the Collection Agent (if other than United Rentals) on a timely basis all information needed for such administration, including notice of the occurrence of any Liquidation Day and current computations of each Receivable Interest.

(b) The Collection Agent shall, on each day on which Collections of Pool Receivables are received by it with respect to any Receivable Interest:

(i) set aside and hold in trust (and, at the request of the Agent, segregate) for the Investors or the Banks that hold such Receivable Interest, out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Yield and Collection Agent Fee accrued through such day for such Receivable Interest and not previously set aside;

(ii) if such day is not a Liquidation Day, reinvest with the Seller, on behalf of the Investors or the Banks that hold such Receivable Interest, the remainder of such percentage of Collections, to the extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 1.03;

(iii) if such day is a Liquidation Day, set aside and hold in trust (and, at the request of the Agent, segregate into a separate account into which no other funds are deposited) for the Investors or the Banks that hold such Receivable Interest the entire remainder of such percentage of Collections; provided that if amounts are set aside and held in trust on any Liquidation Day and thereafter during such Settlement Period, the conditions set forth in paragraph 2 of Exhibit II are satisfied or are waived by the Agent, such previously set aside amounts shall, to the extent representing a return of Capital, be reinvested in accordance with the preceding clause (ii) on the day of such subsequent satisfaction or waiver of conditions; and

(iv) during such times as amounts are required to be reinvested in accordance with the foregoing clause (ii) or the proviso to clause (iii), release to the Seller for its own account any Collections in excess of such amounts and the amounts that are required to be set aside pursuant to clause (i) above.

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(c) The Collection Agent shall deposit into the Agent’s Account or such accounts as the Agent may designate, on the last day of each Settlement Period for a Receivable Interest, Collections held for the Investors or the Banks that relate to such Receivable Interest pursuant to Section 1.04(b).

(d) Upon receipt of funds deposited into the Agent’s Account or such accounts as the Agent may designate, the Agent shall distribute them or direct the distribution as follows:

(i) if such distribution occurs on a day that is not a Liquidation Day, first to the Investors or the Banks that hold the relevant Receivable Interest in payment in full of all accrued Yield and then to the Collection Agent in payment in full of all accrued and unpaid Collection Agent Fees.

(ii) if such distribution occurs on a Liquidation Day, first to the Investors or the Banks that hold the relevant Receivable Interest in payment in full of all accrued and unpaid Yield, second to such Investors or Banks in reduction to zero of all Capital, third to such Investors or Banks or the Agent in payment of any other amounts owed by the Seller hereunder, and fourth to the Collection Agent in payment in full of all accrued and unpaid Collection Agent Fees.

After the Capital and Yield and Collection Agent Fee with respect to a Receivable Interest, and any other amounts payable by the Seller to the Investors, the Banks or the Agent hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest shall be paid to the Seller for its own account.

(e) For the purposes of this Section 1.04:

(i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment;

(ii) if on any day any of the representations or warranties in paragraph (h) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full;

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(iii) if and to the extent the Agent, the Investors or the Banks shall be required for any reason to pay over to an Obligor (or to any trustee, receiver, custodian or similar official in any proceeding of the type contemplated by paragraph (g) of Exhibit V) any amount received by it hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller, and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof directly or indirectly to the Seller or one of its Affiliates, the Seller shall pay over such amount to the Agent, the Investors or the Banks, as the case may be.

(f) Except as provided in Section 1.04(e) (i) or (ii), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables.

(g) The Seller shall forthwith deliver to the Collection Agent an amount equal to all Collections deemed received by the Seller pursuant to Section 1.04(e)(i) or (ii) above and the Collection Agent shall hold or distribute such Collections in accordance with Section 1.04(b). So long as the Seller shall hold any Collections or deemed Collections required to be paid to the Collection Agent or the Agent, it shall hold such Collections in trust and separate and apart from its own funds and shall clearly mark its records to reflect such trust.

SECTION 1.05.    Fees.

(a) The Collection Agent shall be entitled to receive a fee (the “Collection Agent Fee”) of 0.50% per annum on the average daily Capital of each Receivable Interest owned by each Investor or Bank, for the period from the date of purchase of such Receivable Interest until the later of the Termination Date for such Receivable Interest or the date on which such Capital is reduced to zero, payable on the last day of each Settlement Period for such Receivable Interest. Upon three Business Days’ notice to the Agent, the Collection Agent (if not the Seller or its designee or an Affiliate of the Seller) may elect to be paid, as such fee, a different percentage per annum on the average daily Capital of such Receivable Interest for such Settlement Period, but in no event in excess for all Receivable Interests of 110% of the reasonable costs and expenses of the Collection Agent in administering and collecting the Receivables in the Receivables Pool. The

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Collection Agent Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Section 1.04.

(b) The Seller agrees to pay to the Agent and CSFB certain fees in the amounts and on the dates set forth in each of their respective Fee Agreements.

SECTION 1.06.    Payments and Computations, Etc.

(a) All amounts to be paid or deposited by the Seller or the Collection Agent hereunder to or for the account of the Agent, the Issuers or any other Investor or the Banks shall be paid or deposited no later than 11:00 a.m. (New York City time) on the day when due in same day funds to the Agent’s Account.

(b) Each of the Seller and the Collection Agent shall, to the extent permitted by law, pay interest on any amount not paid or deposited by it when due hereunder, at an interest rate per annum equal to 2% per annum above the Alternate Base Rate, payable on demand.

(c) All computations of interest under clause (b) above and all computations of Yield, fees, and other amounts hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

SECTION 1.07.    Dividing or Combining Receivable Interests.

The Agent or CSFB, on notice to the Seller on or prior to the last day of any Fixed Period, may either (i) divide any Receivable Interest with respect to a particular Issuer into two or more Receivable Interests having aggregate Capital equal to the Capital of such divided Receivable Interest, or (ii) combine any two or more Receivable Interests with respect to a particular Issuer originating on such last day or having Fixed Periods ending on such last day into a single Receivable Interest having Capital equal to the aggregate of the Capital of such Receivable Interests.

SECTION 1.08.    Increased Costs and Requirements of Law.

(a) If Credit Lyonnais, the Agent, any Investor, any Bank, any entity which enters into a commitment to purchase Receivable Interests or interests

8

therein or any entity which provides liquidity or credit enhancement (each an “Affected Person”) determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law)

(x) affects or would affect the amount of capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of or to lend against or otherwise to maintain the investment in Pool Receivables or interests therein, hereunder or under any commitments to an Investor related to this Agreement or to the funding thereof or any related liquidity facility or credit enhancement facility (or any participation therein) and other commitments of the same type or

(y) increases the cost to an Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, Receivable Interests in respect of which the Yield is computed by reference to the Eurodollar Rate (Reserve Adjusted),

then, upon demand by such Affected Person (with a copy to the Agent), the Seller shall pay to the Agent within 30 days of the delivery of such demand, for the account of such Affected Person (as a third-party beneficiary), from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital or increased costs to be allocable to the existence of any of such commitments. Without limiting the Seller’s liability with respect to such increases in capital or costs, such Affected Person shall, if possible, use its reasonable best efforts to mitigate such increases in capital or costs. A certificate as to such amounts submitted to the Seller and the Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error.

(b) In the event that any change in any requirement of law or in the interpretation or application to an Affected Person of a requirement of law or change thereto by the relevant governmental authority after the date hereof or compliance by an Affected Person with any request or directive (whether or not having the force of law) from any central bank or other governmental authority after the date of this Agreement:

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(i) does or shall subject such Affected Person to any tax of any kind whatsoever with respect to this Agreement or change the basis of taxation of payments to such Affected Person on account of Collections, Yield, Collection Agent Fees or any other amounts payable hereunder or under the Fee Agreements (excluding franchise taxes imposed on such Affected Person by the jurisdiction under the laws of which such Affected Person is organized or a political subdivision thereof and income taxes of any kind); or

(ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, purchases, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Affected Person which are not otherwise included in the determination of the Alternate Base Rate or Eurodollar Rate (Reserve Adjusted) hereunder;

and the result of any of the foregoing is to increase the cost to such Affected Person of owning the Receivable Interests or to reduce any amount receivable hereunder or under the Fee Agreements then, upon demand by the Agent, the Seller shall pay to the Agent within 30 days of the delivery of such demand, any additional amounts necessary to compensate such Affected Person for such additional cost or reduced amount receivable. Without limiting the Seller’s liability with respect to such increases in capital or costs, such Affected Person shall, if possible, use its reasonable best efforts to mitigate such increases in capital or costs.

SECTION 1.09.    Security Interest.

As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in, all of the Seller’s right, title and interest in, to and under (but none of the Seller’s obligations under) all of the following, whether now or hereafter existing or arising:

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(a) the SPV Purchase Agreement, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the SPV Purchase Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the SPV Purchase Agreement, (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the SPV Purchase Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the SPV Purchase Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder,

(b) all Receivables, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC) owned by the Seller and not otherwise purchased or scheduled to be purchased under this Agreement,

(c) the Lock-Box Accounts and Blocked Accounts and all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing any of the foregoing and

(d) to the extent not included in the foregoing, all proceeds of any and all of the foregoing.

ARTICLE II

REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF TERMINATION

SECTION 2.01.    Representations and Warranties; Covenants.

The Seller hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, set forth in Exhibits III and IV, respectively, hereto.

SECTION 2.02.    Events of Termination.

If any of the Events of Termination set forth in Exhibit V hereto shall occur and be continuing, the Agent may, by notice to the Seller, take either or both of the following actions: (x) declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred) and (y) without limiting any right under this Agreement to replace the

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Collection Agent, designate another Person to succeed United Rentals as the Collection Agent; provided that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraph (g) of Exhibit V, the Facility Termination Date shall occur. Upon any such declaration or designation or upon any such automatic termination, the Investors, the Banks and the Agent shall have (a) the rights of the Seller as “Purchaser” under the SPV Purchase Agreement and (b) in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under the UCC of the appropriate jurisdiction or jurisdictions and under other applicable law, which rights and remedies shall be cumulative.

SECTION 2.03.    Renewal of Agreement.

If the Seller wishes to request an extension of the date specified in clause (a) of the definition of Facility Termination Date, the Seller shall deliver, to each Issuer and Bank at least 120 days prior to such date a notice requesting that they extend such date to the date specified in such notice. Each Issuer and its Related Banks, shall notify the Seller in writing, no later than 90 days prior to the then current Facility Termination Date, whether, in its sole discretion, each Issuer and each Bank agrees to such an extension. If accepted by all Issuers and Banks, this Agreement (including, without limitation, the terms of the Fee Agreements through December 2003) shall be unchanged except that the date specified in clause (a) of the definition of Facility Termination Date shall thereafter mean the date so specified in the Seller’s notice. If less than all Issuers and their Related Banks accept, then

(a) the extending Issuers and Related Banks may agree to increase their Issuer Purchase Limits and Related Bank Commitments, respectively, in the aggregate up to the then current Purchase Limit, and to purchase the outstanding Receivable Interests from the non-extending Issuers and their Related Banks prior to the then current Facility Termination Date or

(b) to the extent the extending Issuers and their Related Banks do not increase their Issuer Purchase Limits and Related Bank Commitments to an amount equal to the aggregate outstanding Capital of all Receivable Interests, the Seller, with the approval of the the Agent, shall designate a Liquidation Day for all Receivable Interests; thereafter, when the outstanding Capital of all Receivable Interests has been reduced to the amount of the Issuer Purchase Limits for the

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extending Issuers and their Related Banks and all conditions required for a purchase under Section 1.02 of this Agreement have been met,

(i) the extending Issuers or their Related Banks shall purchase additional Receivable Interests in an amount equal to the outstanding Capital of the non-extending Issuers and their Related Banks,

(ii) the Seller shall use the proceeds of such purchases simultaneously to pay down the outstanding Capital of the non-extending Issuers and their Related Banks and

(iii) the Purchase Limit shall be decreased to the amount of the Issuer Purchase Limits of the extending Issuers.

Upon payment in full of all amounts owing to such non-extending Issuers and their Related Banks, they shall no longer be parties to this Agreement except that the provisions noted in Section 6.12 shall continue to apply. It is anticipated that the transactions contemplated by this Section 2.03(b) will be completed prior to the then current Facility Termination Date. If they are not, and the non-extending Issuers and their Related Banks still have Capital of Receivable Interests outstanding, the Facility Termination Date shall occur as scheduled. If the transactions are completed prior to the current Facility Termination Date, the Facility Termination Date shall be extended to a date not more than 360 days from the date all such transactions are completed.

ARTICLE III

INDEMNIFICATION

SECTION 3.01.    Indemnities by the Seller.

Without limiting any other rights that the Agent, the Investors, the Banks or any entity which provides liquidity or credit enhancement or any of their respective Affiliates or agents (each, an “Indemnified Party”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such

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Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party, arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing (but subject to the aforementioned exclusions), the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(i) the creation of an undivided percentage ownership or security interest in any Receivable which purports to be part of the Net Receivables Pool Balance but which is not at the date of the creation of such interest an Eligible Receivable;

(ii) any representation or warranty or statement made or deemed made by the Seller (or any of its officers) pursuant to this Agreement and the other Transaction Documents which shall have been incorrect in any material respect when made;

(iii) the failure by the Seller or the Originators to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation;

(iv) the failure to vest and maintain vested in the Agent on behalf of the Investors and the Banks (a) a first priority perfected undivided percentage ownership or security interest, to the extent of each Receivable Interest, in the Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof or (b) a first priority perfected security interest as provided in Section 1.09, in each case free and clear of any Adverse Claim;

(v) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time;

(vi) without double counting for any Dilution for which a deemed collection has been received under Section 1.04(e)(i) of this Agreement, any

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dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or any other credit related loss) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (to the extent such collection activities were performed by the Seller acting as Collection Agent);

(vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof (including any failure to comply with the covenants contained in Exhibit IV) or of the SPV Purchase Agreement;

(viii) any products liability or other claim (including any claim for unpaid sales, excise or other taxes) arising out of or in connection with merchandise, insurance or services which are the subject of any Contract;

(ix) the commingling by the Seller or the Collection Agent of Collections of Pool Receivables at any time with other funds or the failure of Collections to be deposited into Lock-Box Accounts;

(x) any investigation, litigation or proceeding related to this Agreement or the ownership of Receivable Interests or in respect of any Receivable or Related Security;

(xi) any Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Collection Agent Fees payable to the Collection Agent hereunder; or

(xii) any claim brought by any Person other than an Indemnified Party arising from any activity by the Seller in servicing, administering or collecting any Receivable.

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ARTICLE IV

ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES

SECTION 4.01.    Designation of Collection Agent.

The servicing, administration and collection of the Pool Receivables shall be conducted by the Collection Agent so designated hereunder from time to time. Until the Agent gives notice to the Seller of the designation of a new Collection Agent in accordance with the terms hereof, United Rentals is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. The Agent at any time after the occurrence of an Event of Termination may designate as Collection Agent any Person (including itself) to succeed United Rentals or any successor Collection Agent, if such Person shall consent and agree to the terms hereof. The Collection Agent may, with the prior consent of the Agent, subcontract with any other Person for the servicing, administration or collection of the Pool Receivables. Any such subcontract shall not affect the Collection Agent’s liability for performance of its duties and obligations pursuant to the terms hereof.

SECTION 4.02.    Duties of Collection Agent.

(a) The Collection Agent shall take or cause to be taken all such actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Seller and the Agent for the ratable benefit of the Investors and the Banks hereby appoint the Collection Agent, from time to time designated pursuant to Section 4.01, as agent to enforce their respective rights and interests in the Pool Receivables and the Related Security. In performing its duties as Collection Agent, the Collection Agent shall exercise the same care and apply the same policies as it would exercise and apply if it owned such Receivables and shall act in the best interests of the Seller, the Investors and the Banks.

(b) The Collection Agent shall administer the Collections in accordance with the procedures described in Section 1.04 and shall perform the other obligations of the “Collection Agent” set forth in this Agreement.

(c) If no Event of Termination or Incipient Event of Termination shall have occurred and be continuing, United Rentals, while it is the Collection Agent, may, in accordance with the Credit and Collection Policy, extend the maturity or

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adjust the Outstanding Balance or otherwise modify the payment terms of any Receivable as it deems appropriate to maximize Collections thereof.

(d) The Collection Agent shall hold in trust for the Seller and each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Pool Receivables.

(e) The Collection Agent shall, as soon as practicable following receipt, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Pool Receivables.

(f) The Collection Agent shall, from time to time at the request of the Agent, furnish to the Agent (promptly after any such request) a calculation of the amounts set aside for the Investors and the Banks pursuant to Section 1.04.

(g) On or before the tenth Business Day of each month, the Collection Agent shall prepare and forward to the Agent and CSFB a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month. On or before 11:00 a.m. (New York time) on the first Business Day of each week, the Collection Agent shall prepare and forward to the Agent and CSFB an Interim Report as of the last Business Day of the previous week; provided, however that if and so long as the long-term senior secured debt securities of United Rentals are rated “BB” or below by Standard & Poor’s (or such rating is suspended or withdrawn), the Collection Agent shall prepare and forward to the Agent and CSFB on a daily basis no later than 11:00 a.m. (New York time) an Interim Report as of the close of business on the previous Business Day.

SECTION 4.03.    Certain Rights of the Agent.

(a) The Agent is authorized at any time, (i) after and during the continuation of a downgrade of the long-term senior secured debt securities of United Rentals to “BB-” or below by Standard & Poor’s (or any such rating is suspended or withdrawn) or (ii) after the occurrence of an Event of Termination, to deliver to the Lock-Box Banks and Blocked Account Banks the Notice of Effectiveness provided for in the Lock-Box Agreements and Blocked Account Agreements. The Seller hereby transfers to the Agent for the ratable benefit of the Investors and the Banks, effective when the Agent delivers such Notice of Effectiveness, the exclusive ownership and control of the Lock-Box Accounts and Blocked Accounts to which the Obligors of Pool Receivables shall make

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payments. The Seller shall take any actions reasonably requested by the Agent to effect such transfer. All amounts in the Lock-Box Accounts and Blocked Accounts which represent Collections of Receivables may, in accordance with this Agreement, be deposited into the Agent’s Account, pro rata in accordance with outstanding Capital, as the Agent may determine.

(b) At any time following an Event of Termination or an Incipient Event of Termination:

(i) The Agent may direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Agent or its designee.

(ii) At the Seller’s expense the Agent may, and at the request of the Agent the Seller shall, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Agent or its designee.

(iii) At the Agent’s request and at the Seller’s expense, the Seller and the Collection Agent shall (x) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Agent at a place selected by the Agent or its designee, and (y) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.

SECTION 4.04.    Rights and Remedies.

(a) If the Collection Agent fails to perform any of its obligations under this Agreement, the Agent may (but shall not be required to) itself perform, or cause performance of, such obligation; and the Agent’s costs and expenses incurred in connection therewith shall be payable by the Seller (if the Collection Agent that fails to so perform is the Seller or its designee).

(b) The Seller shall and shall require the Originators to perform their respective obligations under the Contracts related to the Pool Receivables to the same extent as if Receivable Interests had not been sold and the exercise by the Agent on behalf of the Investors and the Banks of their rights under this

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Agreement shall not release the Collection Agent, the Originators or the Seller from any of their duties or obligations with respect to any Pool Receivables or related Contracts. Neither the Agent, the Investors nor the Banks shall have any obligation or liability with respect to any Pool Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of the Seller or the Originators thereunder.

(c) In the event of any conflict between the provisions of this Article and Article VI of the SPV Purchase Agreement, the provisions of this Agreement shall control.

SECTION 4.05.    Further Actions Evidencing Purchases.

(a) The Seller will, and will require that each of the Originators will, from time to time, at its own expense, promptly execute and deliver all further instruments and documents and take all further actions that may be reasonably necessary or desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased hereunder, or to enable the Investors, the Banks or the Agent to exercise and enforce their respective rights and remedies hereunder. Without limiting the foregoing, the Seller or the Originators will, upon the request of the Agent

(i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be reasonably necessary or desirable, or that the Agent may reasonably request, to perfect, protect or evidence such Receivable Interests; and

(ii) mark conspicuously (which marking may be done electronically) each invoice evidencing each Pool Receivable with a legend, acceptable to the Agent, evidencing that Receivable Interests therein have been sold.

(b) The Seller authorizes the Agent to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Pool Receivables, the Related Security and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.

(c) The Seller authorizes the Agent to take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, in the determination of the Agent, to collect amounts due under the Pool Receivables,

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including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections of Pool Receivables and enforcing the Pool Receivables and the Related Security.

SECTION 4.06.    Covenants of the Collection Agent and the Seller.

(a) Audits. The Collection Agent and the Seller will, and will require that each of the Originators will, from time to time during regular business hours as requested by the Agent, permit the Agent,

(i) to conduct periodic audits of the Receivables, the Related Security and the related books and records and collections systems of the Collection Agent, the Seller and the Originators,

(ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Collection Agent, the Seller or the Originators relating to Pool Receivables and the Related Security, including, without limitation, the Contracts, and

(iii) to visit the offices and properties of the Collection Agent, the Seller or the Originators for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to Pool Receivables and the Related Security or the Collection Agent’s performance hereunder with any of the officers or employees of the Collection Agent, the Seller or the Originators having knowledge of such matters.

Upon the Agent’s request (no more frequently than once every six months unless an Event of Termination or Incipient Event of Termination has occurred), the Seller will, at its expense, appoint independent public accountants (which may, with the consent of the Agent, be United Rentals’ regular independent public accountants), or utilize the Agent’s representatives or auditors, to prepare and deliver to the Agent a written report with respect to the Receivables and the Credit and Collection Policy (including, in each case, the systems, procedures and records relating thereto) on a scope and in a form reasonably requested by the Agent.

(b) Change in Credit and Collection Policy. The Collection Agent will not make any change in the Credit and Collection Policy that would impair the collectibility of any Pool Receivable or the ability of United Rentals (if it is acting as Collection Agent) to perform its obligations under this Agreement. In the event that the Collection Agent makes any material change to the Credit and Collection

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Policy, it shall, no later than three Business Days prior to the effectiveness of such change, provide the Agent with an updated Credit and Collection Policy and a summary of all material changes.

(c) Payment of Sales Taxes. The Collection Agent will, and will require in its agreement with the Originators that each Originator will, pay all sales, excise or other taxes with respect to the Receivables to the applicable taxing authority when due, and will, upon the request of the Agent, provide the Agent with evidence of such payment.

SECTION 4.07.    Indemnities by the Collection Agent.

Without limiting any other rights that the Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):

(i) any representation or warranty or statement made by the Collection Agent under or in connection with this Agreement which shall have been incorrect in any material respect when made;

(ii) the failure by the Collection Agent to comply with any applicable law, rule or regulation with respect to any Pool Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due;

(iii) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement;

(iv) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;

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(v) any action or omission by the Collection Agent not in compliance with its Credit and Collection Policy which has the effect of reducing or impairing the rights of the Investors or the Banks with respect to any Pool Receivable or the value of any Pool Receivable;

(vi) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable; or

(vii) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent.

SECTION 4.08.    Representations and Warranties of the Collection Agent.

The Collection Agent represents and warrants as follows:

(a) The Collection Agent is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not be expected to have a material adverse effect on the Collection Agent’s ability to perform its duties or obligations with respect to the Receivables Pool.

(b) The execution, delivery and performance by the Collection Agent of this Agreement and any other Transaction Document to which it is a party (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Collection Agent or its property. This Agreement has been duly executed and delivered by the Collection Agent.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document to be delivered by it hereunder.

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(d) This Agreement constitutes the legal, valid and binding obligation of the Collection Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e) If the Collection Agent is United Rentals or one of its Affiliates, each Monthly Report, Interim Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of United Rentals to the Agent, the Investors or the Banks in connection with this Agreement is correct in all material respects as of its date or (except as otherwise disclosed to the Agent, the Investors or the Banks, as the case may be, at such time) as of the date so furnished, and no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(f) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid when due.

ARTICLE V

THE AGENT

SECTION 5.01.    Authorization and Action.

Each Investor and each Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto.

SECTION 5.02.    Agent’s Reliance, Etc.

Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agreement (including, without limitation, the Agent’s servicing, administering or collecting Pool Receivables as Collection Agent), except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent:

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(a) may consult with legal counsel (including counsel for the Seller, the Originators or the Collection Agent), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;

(b) makes no warranty or representation to any Investor or Bank (whether written or oral) and shall not be responsible to any Investor or Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;

(c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Seller, the Originators or the Collection Agent or to inspect the property (including the books and records) of the Seller or the Collection Agent;

(d) shall not be responsible to any Investor or Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and

(e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 5.03.    Credit Lyonnais and Affiliates.

With respect to any Receivable Interest or interest therein owned by it, Credit Lyonnais shall have the same rights and powers under this Agreement as any Bank and may exercise the same as though it were not the Agent. Credit Lyonnais and any of its Affiliates may generally engage in any kind of business with the Seller, the Collection Agent, the Originators or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Seller, the Collection Agent, the Originators or any Obligor or any of their respective Affiliates, all as if Credit Lyonnais were not the Agent and without any duty to account therefor to the Investors or the Banks.

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SECTION 5.04.    Bank’s Purchase Decision.

Each Bank acknowledges that it has, independently and without reliance upon the Agent, any of its Affiliates or any other Bank and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent, any of its Affiliates or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement.

ARTICLE VI

MISCELLANEOUS

SECTION 6.01.    Amendments, Etc.

No amendment or waiver of any provision of this Agreement and no consent to any departure by the Seller or the Collection Agent therefrom shall be effective unless in a writing signed by the Agent, as agent for the Investors and the Banks, and, in the case of any amendment, also signed by the Seller; provided, however, that no amendment shall, unless signed by the Collection Agent in addition to the Agent, affect the rights or duties of the Collection Agent under this Agreement and provided further that any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Investors, the Banks or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

SECTION 6.02.    Notices, Etc.

All notices, demands, consents, requests and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (which shall include electronic transmission), shall be personally delivered, express couriered, electronically transmitted (in which case receipt shall be confirmed by telephone and a hard copy shall also be sent by regular mail) or mailed by registered or certified mail and shall, unless otherwise expressly provided herein, be effective when received at the address specified below for the listed parties or at such other address as shall be specified in a written notice furnished to the other parties hereunder.

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If to the Seller:

UNITED RENTALS RECEIVABLES LLC II

Five Greenwich Office Park

Greenwich, CT 06830

Attention:	Elliott Mayer
Tel. No.:	(203) 618-7202
Facsimile No.:	(203) 622-6080

If to the Collection Agent:

UNITED RENTALS, INC.

Five Greenwich Office Park

Greenwich, CT 06830

Attention:	Elliott Mayer
Tel. No.:	(203) 618-7202
Facsimile No.:	(203) 622-6080

If to the Agent:

CREDIT LYONNAIS NEW YORK BRANCH

1301 Avenue of the Americas

New York, NY 10019

Attention:	Matthew Croghan
Tel. No.:	(212) 261-7812
Facsimile No.:	(212) 459-3258

If to the Issuers:

ATLANTIC ASSET SECURITIZATION CORP.

c/o Lord Securities Corporation

Two Wall Street, 19th Floor

New York, NY 10005

Tel. No.:	(212) 346-9000
Facsimile No.:	(212) 346-9012

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GRAMERCY CAPITAL CORPORATION

c/o Credit Suisse First Boston, New York Branch

Eleven Madison Avenue

New York, NY 10010-3629

Attention:	ABS Conduit Finance
Tel. No.:	(212) 325-9082
Facsimile No.:	(212) 325-4519

If to the Banks:

CREDIT LYONNAIS NEW YORK BRANCH

1301 Avenue of the Americas

New York, NY 10019

Attention:	Matthew Croghan
Tel. No.:	(212) 261-7812
Facsimile No.:	(212) 459-3258

CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH

Eleven Madison Avenue

New York, NY 10010-3629

Attention:	ABS Conduit Finance
Tel. No.:	(212) 325-9082
Facsimile No.:	(212) 325-4519

SECTION 6.03.    Assignability.

(a) This Agreement and the Investors’ rights and obligations herein (including ownership of each Receivable Interest) shall be assignable by the Investors and their successors and assigns with the prior written consent of the Seller which consent shall not be unreasonably withheld; provided, that the consent of the Seller shall not be required after the occurrence and during the continuation of an Event of Termination or for an assignment to another commercial paper conduit sponsored or administered by CSFB or Credit Lyonnais. Each assignor of a Receivable Interest or any interest therein shall notify the Agent and the Seller of any such assignment. Each assignor of a Receivable Interest may, in connection with the assignment or participation, disclose to the assignee or participant any information, relating to the Seller or the Receivables, which was furnished to such assignor by or on behalf of the Seller or by the Agent; provided that, prior to any such disclosure, the assignee or participant agrees to preserve the confidentiality of

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any confidential information relating to the Seller received by it from any of the foregoing entities.

(b) Each Bank may assign to any Eligible Assignee or to any other Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Related Bank Commitment and any Receivable Interests or interests therein owned by it), with the prior written consent of the Seller, which consent shall not be unreasonably withheld. The parties to each such assignment shall execute and deliver to the Agent an Assignment and Acceptance. In addition, Credit Lyonnais or any of its Affiliates may assign any of its rights (including, without limitation, rights to payment of Capital and Yield) under this Agreement to any Federal Reserve Bank without notice to or consent of the Seller or the Agent.

(c) This Agreement and the rights and obligations of the Agent herein shall be assignable by the Agent and its successors and assigns with the prior written consent of the Seller, which consent shall not be unreasonably withheld.

(d) Neither the Seller nor the Collection Agent may assign its rights or obligations hereunder or any interest herein without the prior written consent of the Agent.

(e) Without limiting any other rights that may be available under applicable law, the rights of the Investors may be enforced through them or by their agents.

SECTION 6.04.    Costs, Expenses and Taxes.

(a) In addition to the rights of indemnification granted under Section 3.01 hereof, the Seller agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery and administration (including periodic auditing of Receivables) of this Agreement, any asset purchase agreement or similar agreement relating to the sale or transfer of interests in Receivable Interests and the other documents and agreements to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent, the Issuers, Credit Lyonnais, CSFB and their respective Affiliates and agents with respect thereto and with respect to advising the Agent, the Issuers, Credit Lyonnais, CSFB and their respective Affiliates and agents as to their rights and remedies under this Agreement, and all costs and expenses, if any (including reasonable counsel fees and expenses), of the Agent, the Investors, the Banks and their respective Affiliates and agents, in connection

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with the enforcement of this Agreement and the other documents and agreements to be delivered hereunder.

(b) In addition, the Seller shall pay (i) if not included in an Issuer’s Investor Rate, any and all costs and expenses of any issuing and paying agent or other Person responsible for the administration of the Issuers’ commercial paper program in connection with the preparation, completion, issuance, delivery or payment of commercial paper notes issued to fund the purchase or maintenance of any Receivable Interest and (ii) any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder. The Seller agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

(c) The Seller also shall pay on demand all other costs, expenses and taxes (excluding income taxes) incurred by any Issuer or any stockholder or agent of such Issuer (“Other Costs”), including the reasonable cost of administering the operations of such Issuer, the reasonable cost of auditing such Issuer’s books by certified public accountants, the cost of rating such Issuer’s commercial paper by independent financial rating agencies, the taxes (excluding income taxes) resulting from such Issuer’s operations, and the reasonable fees and out-of-pocket expenses of counsel for any stockholder or agent of such Issuer with respect to advising as to rights and remedies under this Agreement, the enforcement of this Agreement or advising as to matters relating to the Issuers’ operations; provided that the Seller and any other Persons who from time to time sell receivables or interests therein to the Issuers (“Other Sellers”) each shall be liable for such Other Costs ratably in accordance with such Person’s usage under its respective facility; and provided further that if such Other Costs are attributable to the Seller and not attributable to any Other Seller, the Seller shall be solely liable for such Other Costs and if such Other Costs are attributable solely to Other Sellers, the Other Sellers shall be solely liable for such Other Costs.

SECTION 6.05.    No Proceedings.

Each of the Seller, the Agent, the Collection Agent, each Investor, each Bank, each assignee of a Receivable Interest or any interest therein and each entity which enters into a commitment to purchase Receivable Interests or interests therein hereby agrees that it will not institute against, or join any other Person in instituting against, an Issuer any proceeding of the type referred to in paragraph (g)

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of Exhibit V for one year and one day after the latest maturing commercial paper note issued by such Issuer is paid in full.

SECTION 6.06.    Confidentiality.

Unless otherwise required by applicable law, each party hereto agrees to maintain the confidentiality of this Agreement (and all drafts thereof) in communications with third parties and otherwise; provided that this Agreement may be disclosed to (a) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Agent, (b) the legal counsel and auditors of any party hereto if they agree to hold it confidential and (c) the rating agencies and placement agents for the Issuers’ commercial paper notes; provided, however, that no party shall have any obligation of confidentiality in respect of any information which may be generally available to the public or becomes available to the public through no fault of such party.

SECTION 6.07.    GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO), EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF THE INVESTORS AND THE BANKS IN THE RECEIVABLES AND IN THE OTHER ITEMS DESCRIBED IN SECTION 1.09, OR REMEDIES HEREUNDER IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

SECTION 6.08.    SUBMISSION TO JURISDICTION.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO

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THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

SECTION 6.09.    WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

SECTION 6.10.    Execution in Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 6.11.    Construction of the Agreement.

The parties hereto intend that the purchase and sale of Receivable Interests from the Seller be treated as a sale of such Receivable Interests and the proceeds thereof. However, if a determination is made that such transfer shall not be so treated, this Agreement shall be deemed to constitute a security agreement and the transactions effected hereby shall be deemed to constitute a secured financing in each case under applicable law and to that end, the Seller hereby grants to the Agent, for the benefit of the Investors and the Banks, a security interest in and to any and all Receivables, all Related Security with respect to such Receivables and all Collections with respect thereto to secure its obligations hereunder.

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SECTION 6.12.    Survival of Termination.

The provisions of Sections 1.08, 3.01, 4.07, 6.04, 6.05 and 6.06 shall survive any termination of this Agreement.

SECTION 6.13.    Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 6.14.    CSFB and Affiliates.

CSFB and any of its Affiliates may generally engage in any kind of business with the Seller, the Collection Agent, the Originators or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Seller, the Collection Agent, the Originators or any Obligor or any of their respective Affiliates, all as if CSFB were not a Bank and without any duty to account therefor to the Investors or the other Banks.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:	UNITED RENTALS RECEIVABLES LLC II
	By:
		Name:
		Title:
COLLECTION AGENT:	UNITED RENTALS, INC.
	By:
		Name:
		Title:
ISSUERS:	ATLANTIC ASSET SECURITIZATION CORP.
	By:	CREDIT LYONNAIS NEW YORK BRANCH, as Attorney-in-Fact
		By:
			Name: Joan Flanigan-Clarke
			Title: Vice President
	GRAMERCY CAPITAL CORPORATION
	By:	CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as Attorney-in-Fact
		By:
			Name: Matthew J. Monaco
			Title: Associate
		By:
			Name:
			Title:

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AGENT:	CREDIT LYONNAIS NEW YORK BRANCH
	By:
		Name: Joan Flanigan-Clarke
		Title: Vice President
BANKS:	CREDIT LYONNAIS NEW YORK BRANCH
	By:
		Name: Joan Flanigan-Clarke
		Title: Vice President
	CREDIT SUISSE FIRST BOSTON,
	NEW YORK BRANCH
	By:
		Name: Matthew J. Monaco
		Title: Associate
	By:
		Name:
		Title:

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EXHIBIT I

DEFINITIONS

As used in the Agreement (including its Exhibits), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adverse Claim” means a lien, security interest or other charge or encumbrance, or any other type of preferential arrangement.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

“Affiliated Obligor” means any Obligor that is an Affiliate of another Obligor.

“Aged Receivables Ratio” means the percentage equivalent of a fraction, computed as of the last day of each calendar month, obtained by dividing (a) the sum of the Outstanding Balance of Receivables in the Reportable Pool which were 91 to 120 days past due as of the last day of such month and (without duplication) the Outstanding Balance of Receivables in the Reportable Pool which, consistent with the Credit and Collection Policy, were written off as uncollectible during such month by (b) the aggregate dollar amount of Receivables in the Reportable Pool created during the month ended five months prior to the most recent month-end.

“Agent” means Credit Lyonnais New York Branch and its permitted successors and assigns as agent for the Investors and the Banks under the Agreement.

“Agent’s Account” means the special account (account number 01-25680-0001-00-001) of the Agent maintained at the office of Credit Lyonnais, New York Branch, ABA 026008073.

“Alternate Base Rate” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the higher of:

(a) the rate of interest determined by Credit Lyonnais in New York, New York, from time to time in its sole discretion, as its prime commercial

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lending rate (which rate is not necessarily the lowest rate that Credit Lyonnais charges any corporate customer); and

(b) the Federal Funds Rate plus 0.50%.

“Assignee Rate” for any Fixed Period for any Receivable Interest means an interest rate per annum equal to the applicable percentage per annum (set forth in Annex A hereto) above the Eurodollar Rate (Reserve Adjusted) for such Fixed Period; provided, however, that in the case of

(a) any Fixed Period on or prior to the first day of which an Investor or Bank shall have notified the Agent that

(i) the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Investor or Bank to fund such Receivable Interest at the rate set forth above (and such Investor or Bank shall not have subsequently notified the Agent that such circumstances no longer exist),

(ii) dollar deposits in the relevant amounts and for the relevant Fixed Period are not available,

(iii) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate (Reserve Adjusted) for the relevant Fixed Period or

(iv) the Eurodollar Rate (Reserve Adjusted) determined pursuant hereto does not accurately reflect the cost to the Investors or the Banks (as conclusively determined by the Agent) of maintaining Receivable Interests during such Fixed Period,

(b) any Fixed Period of one to and including 29 days (other than a Fixed Period which corresponds to the month of February or which begins on a day in the month of February and runs to the numerically corresponding day of the following month),

(c) any Fixed Period as to which the Agent does not receive notice, by no later than 12:00 noon (New York City time) on the third Business Day preceding the first day of such Fixed Period, that the related Receivable

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Interest will be funded by each Issuer by the issuance of commercial paper, or

(d) any Fixed Period for a Receivable Interest the Capital of which allocated to the Investors or Banks is less than $500,000, the “Assignee Rate” for each such Fixed Period shall be an interest rate per annum equal to the Alternate Base Rate in effect on the first day of such Fixed Period; provided, further, that after the occurrence and during the continuation of an Event of Termination, the “Assignee Rate” for each Fixed Period shall be an interest rate per annum equal to 2% plus the Alternate Base Rate in effect on the first day of such Fixed Period.

“Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Bank and an Eligible Assignee, pursuant to which such Eligible Assignee may become a party to the Agreement as a Bank.

“Atlantic” means Atlantic Asset Securitization Corp., a Delaware corporation, and its successors and permitted assigns.

“Banks” means each of Credit Lyonnais and CSFB and each Eligible Assignee that shall become a party to the Agreement pursuant to Section 6.03.

“Blocked Account” means an account established in the name of the Seller, maintained at a bank or other financial institution for the purpose of receiving Collections and listed in Annex B as the same may be amended from time to time in accordance with the terms of the Agreement.

“Blocked Account Agreement” means an agreement, in form satisfactory to the Agent and CSFB, among United Rentals, the Seller and each Blocked Account Bank.

“Blocked Account Bank” means a bank or other financial institution with long term senior unsecured debt securities rated at least BBB- by Standard & Poor’s or Baa3 by Moody’s Investors Service, Inc. or as approved by the Agent and CSFB holding one or more Blocked Accounts and listed in Annex B as the same may be amended from time to time in accordance with the terms of the Agreement.

“Business Day” means any day on which (i) banks are not authorized or required to close in New York City and (ii) if this definition of “Business Day”

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is utilized in connection with the Eurodollar Rate, dealings are carried out in the London interbank market.

“Capital” of each Receivable Interest means the original amount paid to the Seller for such Receivable Interest at the time of its purchase by an Issuer or a Bank pursuant to the Agreement, or such amount divided or combined in accordance with Section 1.07 of the Agreement, in each case reduced from time to time by Collections distributed on account of such Capital pursuant to Section 1.04(d) of the Agreement; provided that if such Capital shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Capital shall be increased by the amount of such rescinded or returned distribution, as though it had not been made.

“Collateral” means each Receivable and the Related Security and Collections with respect to, and other proceeds of, such Receivable and Related Security and the collateral security referred to in Section 1.09 of the Agreement.

“Collection Agent” means at any time the Person then authorized pursuant to Article IV of the Agreement to service, administer and collect Pool Receivables.

“Collection Agent Fee” has the meaning specified in Section 1.05(a).

“Collection Agent Fee Reserve” for any Receivable Interest at any time means the sum of (a) the unpaid Collection Agent Fee relating to such Receivable Interest accrued to such time, plus (b) an amount equal to the product of (i) the Capital of such Receivable Interest on such date, (ii) the percentage per annum at which the Collection Agent Fee is accruing on such date, (iii) a stress factor of 1.5 and (iv) a fraction having the Days Sales Outstanding as its numerator and 360 as its denominator.

“Collections” means, with respect to any Receivable, (a) all funds which are received by the Seller or the Collection Agent in payment of any amounts owed in respect of such Receivable (including, without limitation, purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other party directly or indirectly liable for the payment of such Receivable and available to be applied thereon), (b) all Collections deemed to have been received pursuant to Section 1.04 and (c) all other proceeds of such Receivable.

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“Concentration Percentage” for any Obligor means at any time 2%, or such higher percentage set forth in Annex C; provided that in the case of an Obligor with any Affiliated Obligor, the Concentration Percentage shall be calculated as if such Obligor and such Affiliated Obligor are one Obligor; provided further that the Agent may cancel any such higher Concentration Percentage upon three Business Days’ written notice to the Seller.

“Contract” means an agreement between an Originator and any Obligor, pursuant to or under which such Obligor shall be obligated to pay for merchandise, insurance or services from time to time.

“Credit and Collection Policy” means those receivables credit and collection policies and practices of the Seller in effect on the date of the Agreement and described in Annex D hereto, as modified in compliance with the Agreement.

“Credit Lyonnais” means Credit Lyonnais New York Branch, a branch of a French banking corporation and its successors and permitted assigns.

“CSFB” means Credit Suisse First Boston, New York Branch, a branch of a banking corporation organized and existing under the laws of Switzerland and its successors and permitted assigns.

“Days Sales Outstanding” means for any month the product of (a) the number of days in the month most recently ended and (b) the amount obtained by dividing (i) the Outstanding Balance of Receivables in the Reportable Pool for such month by (ii) the aggregate dollar amount of Receivables in the Reportable Pool created for such month.

“Debt” means (a) indebtedness for borrowed money, (b) obligations evidenced by bonds, debentures, notes or other similar instruments, (c) obligations to pay the deferred purchase price of property or services, (d) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (d) above, and (f) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Default Ratio” means the percentage equivalent of a fraction, computed as of the last day of each calendar month, obtained by dividing (a) the

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aggregate Outstanding Balance of all Receivables in the Reportable Pool that were Defaulted Receivables on the last day of each such month or that would have been Defaulted Receivables on such day had they not been written off the books of the applicable Originator or the Seller during such month by (b) the aggregate Outstanding Balance of all Receivables in the Reportable Pool on such day.

“Defaulted Receivable” means a Receivable:

(a) as to which any payment, or part thereof, remains unpaid for 91 or more days from the original due date for such payment;

(b) as to which the Obligor thereof or any other Person obligated thereon or owning any Related Security in respect thereof has taken any action, or suffered any event to occur, of the type described in paragraph (g) of Exhibit V; or

(c) which, consistent with the Credit and Collection Policy, would be written off as uncollectible.

“Deferred Purchase Price” has the meaning specified in the Originator Purchase Agreement.

“Delinquency Ratio” means the percentage equivalent of a fraction, computed as of the last day of each calendar month, obtained by dividing (a) the aggregate Outstanding Balance of all Receivables in the Reportable Pool that were Delinquent Receivables as of the last day of such month by (b) the aggregate Outstanding Balance of all Receivables in the Reportable Pool on such day.

“Delinquent Receivable” means a Receivable that is not a Defaulted Receivable and:

(a) as to which any payment, or part thereof, remains unpaid for 61 or more days from the original due date for such payment; or

(b) which, consistent with the Credit and Collection Policy, would be classified as delinquent.

“Designated Obligor” means, at any time, each Obligor; provided, however, that any Obligor shall cease to be a Designated Obligor upon notice by the Agent to the Seller.

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“Dilution” means, with respect to any Eligible Receivable, the aggregate amount of any reductions or adjustments in the Outstanding Balance of such Receivable as a result of any defective, rejected, returned, repossessed or foreclosed merchandise or services or any rebate, sales allowance, cash discount or other adjustment or setoff.

“Dilution Ratio” means the percentage equivalent of a fraction, computed as of the last day of each calendar month, obtained by dividing (a) the aggregate Dilutions from the Reportable Pool as of the last day of such month by (b) the aggregate amount of newly generated Eligible Receivables in the Reportable Pool during the month two months prior to such month.

“Dilution Reserve” for any Receivable Interest at any time means an amount equal to the Capital of such Receivable Interest on such date multiplied by the Dilution Reserve Percentage at such time.

“Dilution Reserve Percentage” means for any Receivable Interest at any time an amount equal to

[(Stress Factor x Expected Dilution Ratio) + (Dilution Volatility)]  multiplied by the Dilution Horizon

where:

Stress Factor	= 2
Expected Dilution Ratio	= the twelve month rolling average of the Dilution Ratio
Dilution Volatility	= (Dilution Spike—Expected Dilution Ratio) x (Dilution Spike divided by Expected Dilution Ratio)
Dilution Spike	= the highest Dilution Ratio as of the last day of each of the six months immediately preceding such day
Dilution Horizon	= the aggregate amount of newly generated Receivables in the Reportable Pool during the most recent two months divided by the Outstanding Balance of Eligible Receivables as of the last day of the most recent month

“Eligible Assignee” means Credit Lyonnais, Credit Agricole Indosuez, any Affiliate of CSFB and any other Person the short term debt of which

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is rated A-1 by Standard & Poor’s and P-1 by Moody’s Investors Service, Inc. and which is otherwise acceptable to the Agent.

“Eligible Receivable” means, at the relevant time of determination, a Receivable:

(a) the Obligor of which is a United States resident and is not an Affiliate of the Originators or the Seller;

(b) the Obligor of which has not taken any action, or suffered any event to occur, of the type described in paragraph (g) of Exhibit V;

(c) the Obligor of which, at the time of the initial creation of an interest therein under the Agreement, is a Designated Obligor;

(d) which is not a Defaulted Receivable or a Delinquent Receivable or a Receivable which is of the type which is currently classified as a United Rentals general ledger account numbered 6661xxx, 7771xxx, 8881xxx or 4405400;

(e) which does not represent proceeds of the sale of equipment which has been leased to an Originator and is subject to the lien of such lease;

(f) which, according to the Contract related thereto, is required to be paid in full within 30 days of the original billing date therefor;

(g) which is an “account” within the meaning of the UCC of the applicable jurisdictions governing the perfection of the interest created by a Receivable Interest;

(h) which is denominated and payable in United States dollars in the United States;

(i) the payment for which is sent directly by the Obligor to a lock-box associated with a Lock-Box Account; provided, however, that otherwise Eligible Receivables the payments for which are not sent directly by the Obligor to a lock-box associated with a Lock-Box Account shall be considered Eligible Receivables until August 1, 2001 and thereafter may be considered Eligible Receivables only if the Collections related thereto are deposited into a Blocked Account or Lock-Box Account;

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(j) which was generated in the ordinary course of the applicable Originator’s business and arises under a Contract which

(i) does not require the Obligor thereunder to consent to the transfer, sale or assignment of the rights and duties of the Seller or the Originator thereunder,

(ii) is substantially in the form of the form of contract or the form of invoice (in the case of any open account agreement) previously approved by the Agent,

(iii) together with such Receivable, is in full force and effect, constitutes the legal, valid and binding obligation of the Obligor of such Receivable to pay a determinable amount and is not subject to any dispute, offset, counterclaim or defense whatsoever (except the potential discharge in bankruptcy of such Obligor) and

(iv) does not contain a confidentiality provision that purports to restrict the ability of the Investors, the Banks or their assignees to exercise their rights under the Agreement, including, without limitation, their right to review the Contract;

(k) which, together with the Contract related thereto, does not contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which none of the Seller, the Originators or the Obligor is in violation of any such law, rule or regulation in any material respect;

(l) which satisfies all applicable requirements of the Credit and Collection Policy and complies with such other criteria and requirements (other than those relating to the collectibility of such Receivable) as the Agent may from time to time specify to the Seller upon 30 days’ notice;

(m) as to which, at or prior to the time of the initial creation of an interest therein under the Agreement, the Agent has not notified the Seller that the Receivables of a particular Obligor are not acceptable for purchase by the Issuers or the Banks hereunder; and

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(n) the transfer, sale or assignment of which does not contravene any applicable law, rule or regulation.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Rate” means, for any Fixed Period, an interest rate per annum (expressed as a decimal and rounded upwards, if necessary, to the nearest one hundredth of a percentage point) equal to the offered rate per annum for deposits in U.S. dollars in a principal amount of not less than $1,000,000 for such Fixed Period as of 11:00 A.M., London time, two Business Days before the first day of such Fixed Period, which appears on the display designated as “Page 3750” on the Telerate Service (or such other page as may replace “Page 3750” on that service for the purpose of displaying London interbank offered rates of major banks) (the “Telerate LIBO Page”); provided that if on any Business Day on which the Eurodollar Rate is to be determined, no offered rate appears on the Telerate LIBO Page, the Agent will request the principal London office of Credit Lyonnais (the “Eurodollar Reference Bank”), to provide the Agent with its quotation at approximately 11:00 A.M., London time, on such date of the rate per annum it offers to prime banks in the London interbank market for deposits in U.S. dollars for the requested Fixed Period in an amount substantially equal to the Capital associated with such Fixed Period; if the Eurodollar Reference Bank does not furnish timely information to the Agent for determining the Eurodollar Rate, then the Eurodollar Rate shall be considered to be the Alternate Base Rate for such Fixed Period.

“Eurodollar Rate (Reserve Adjusted)” for any Investor or Bank for any Fixed Period means the rate (expressed as a decimal rounded upwards, if necessary, to the nearest one hundredth of a percentage point) determined pursuant to the following formula:

Eurodollar Rate (Reserve Adjusted)	=	Eurodollar Rate
		1—Eurodollar Reserve Percentage

“Eurodollar Reserve Percentage” means, relative to each Fixed Period for any Investor or Bank, a percentage (expressed as a decimal) applicable two

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Business Days before the first day of such Fixed Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Fixed Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Investor or Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term comparable to such Fixed Period.

“Event of Termination” has the meaning specified in Exhibit V.

“Facility Termination Date” means the earliest of (a) June 23, 2002 (as such date may be extended pursuant to the provisions of Section 2.03 of the Agreement) or (b) the date determined pursuant to Section 2.02 or (c) the date the Purchase Limit is reduced to zero pursuant to Section 1.01(b) of the Agreement.

“Federal Funds Rate” means, with respect to any day, the rate set forth in H.15(519) for that day opposite the caption “Federal Funds (Effective).” If on any date of determination, such rate is not published in H.15(519), such rate will be the rate set forth in Composite 3:30 P.M. Quotations for U.S. Government Securities for that day under the caption “Federal Funds/Effective Rate.” If on any date of determination, the appropriate rate is not published in either H.15(519) or Composite 3:30 P.M. Quotations for U.S. Government Securities, such rate will be the arithmetic mean of the rates for the last transaction in overnight federal funds arranged by three leading brokers of federal funds transactions in New York City prior to 9:00 a.m., New York City time, on that day.

“Fee Agreement” means each of the separate fee agreements, of even date herewith, between the Seller and the Agent or CSFB, as applicable, as the same may be amended or restated from time to time.

“Fixed Period” means with respect to any Receivable Interest:

(a) initially the period commencing on the date of purchase of such Receivable Interest and ending such number of days as the Seller shall select and the applicable Issuer or Bank, in its discretion, may approve pursuant to Section 1.02 of the Agreement, up to 31 days from such date; and

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(b) thereafter each period commencing on the last day of the immediately preceding Fixed Period for such Receivable Interest and ending such number of days (not to exceed 31 days) as the Seller shall select and the applicable Issuer or Bank, in its discretion, may approve on notice by the Seller received by the Agent and such Issuer or Bank (including notice by telephone, confirmed in writing) not later than 11:00 A.M. (New York City time) on such last day, except that if the applicable Issuer or Bank shall not have received such notice or approved such period on or before 11:00 A.M. (New York City time) on such last day, such period shall be one day; provided that

(i) any Fixed Period in respect of which Yield is computed by reference to the Assignee Rate shall be a period from one to and including 29 days, or a period of one month, as the Seller may select as provided above;

(ii) any Fixed Period (other than of one day) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day (provided, however, that if Yield in respect of such Fixed Period is calculated by reference to the Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day);

(iii) in the case of any Fixed Period of one day, (x) if such Fixed Period is the initial Fixed Period for a Receivable Interest, such Fixed Period shall be the day of purchase of such Receivable Interest; (y) any subsequently occurring Fixed Period which is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period, and, if the immediately preceding Fixed Period is one day, be the day next following such immediately preceding Fixed Period; and (z) if such Fixed Period occurs on a day immediately preceding a day which is not a Business Day, such Fixed Period shall be extended to the next succeeding Business Day; and

(iv) in the case of any Fixed Period for any Receivable Interest which commences before the Termination Date for such Receivable Interest and would otherwise end on a date occurring after such Termination Date, such Fixed Period shall end on such Termination Date and the duration of

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each Fixed Period which commences on or after the Termination Date for such Receivable Interest shall be of such duration as shall be selected by the applicable Issuer or Bank.

“Gramercy” means Gramercy Capital Corporation, a Delaware corporation, and its successors and permitted assigns.

“Incipient Event of Termination” means an event that but for notice or lapse of time or both would constitute an Event of Termination.

“Indemnified Amounts” has the meaning specified in Section 3.01 of the Agreement.

“Indemnified Party” has the meaning specified in Section 3.01 of the Agreement.

“Interim Report” means a report, in substantially the form of Annex E hereto, furnished by the Collection Agent to the Agent and CSFB pursuant to Section 4.02 of the Agreement.

“Investor” means each of the Issuers and all other owners by assignment or otherwise of a Receivable Interest or any interest therein and any Person which has entered into an agreement to purchase, undivided interests therein (each of which shall be an Eligible Assignee).

“Investor Rate” for any Fixed Period for any Receivable Interest means:

(a) to the extent Atlantic funds such Receivable Interest for such Fixed Period by issuing commercial paper, the rate (or if more than one rate, the weighted average of the rates) at which commercial paper notes of Atlantic having a term equal to such Fixed Period and to be issued to fund such Receivable Interest may be sold by any placement agent or commercial paper dealer selected by the Agent on behalf of Atlantic, plus all commissions of placement agents and commercial paper dealers with respect to such commercial paper notes as agreed between each such agent or dealer and the Agent and notice of which has been given by the Agent to the Collection Agent; provided if the rate (or rates) as agreed between any such agent or dealer and the Agent for any Fixed Period for any Receivable Interest is a discount rate (or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from

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converting such discount rate (or rates) to an interest-bearing equivalent rate per annum; and

(b) to the extent Gramercy funds such Receivable Interest for such Fixed Period by issuing commercial paper, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by Gramercy from time to time as interest on or otherwise (by means of interest rate hedges or otherwise) in respect of those promissory notes issued by Gramercy that are allocated, in whole or in part, by Gramercy to fund or maintain such Receivable Interest during such Fixed Period as determined by Gramercy and reported to the Seller, which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by Gramercy and (ii) any and all reasonable costs and expenses of any issuing and paying agent or other Person responsible for the administration of Gramercy’s commercial paper program in connection with the preparation, completion, issuance, delivery or payment of commercial paper issued to fund the making or maintenance of any Receivable Interest; provided, however, that if any component of such rate is a discount rate, in calculating the Investor Rate for such Fixed Period, Gramercy shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“Issuer” means each of Atlantic and Gramercy and any successor or assign of an Issuer that is a receivables investment company which in the ordinary course of its business issues commercial paper or other securities to fund its acquisition and maintenance of receivables.

“Issuer Purchase Limit” means $100,000,000 for Atlantic and $150,000,000 for Gramercy; provided, however, that if the Purchase Limit is modified in accordance with Sections 1.01(b) or 2.03 of the Agreement then each Issuer Purchase Limit shall be proportionately modified, unless all of the Issuers have agreed to a different allocation or an Issuer elects not to increase its Issuer Purchase Limit pursuant to Section 1.01(b) of the Agreement or elects not to extend the Facility Termination Date pursuant to Section 2.03 of the Agreement.

“Liquidation Day” means, for any Receivable Interest, (a) each day during a Settlement Period for such Receivable Interest on which the conditions set

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forth in paragraph 2 of Exhibit II are not satisfied, and (b) each day which occurs on or after the Termination Date for such Receivable Interest.

“Liquidation Fee” means, for any Fixed Period during which a Liquidation Day occurs, the amount, if any, by which (a) the additional Yield (calculated without taking into account any Liquidation Fee or any shortened duration of such Fixed Period pursuant to clause (iv) of the definition thereof) which would have accrued during such Fixed Period on the reductions of Capital of the Receivable Interest relating to such Fixed Period had such reductions remained as Capital, exceeds (b) the income, if any, received by the Investors’ or Banks’ investing the proceeds of such reductions of Capital.

“Lock-Box Account” means an account maintained at a bank or other financial institution for the purpose of receiving Collections and listed in Annex F as the same may be amended from time to time in accordance with the terms of the Agreement.

“Lock-Box Agreement” means an agreement, in substantially the form of Annex G (or as approved by the Agent), between United Rentals, the Seller and each Lock-Box Bank.

“Lock-Box Bank” means a bank or other financial institution with long-term senior unsecured debt securities rated at least BBB- by Standard & Poor’s or Baa3 by Moody’s Investors Service, Inc. or as approved by the Agent and CSFB holding one or more Lock-Box Accounts and listed in Annex F as the same may be amended from time to time in accordance with the terms of the Agreement.

“Loss Reserve” means, for any Receivable Interest on any date, an amount equal to the outstanding Capital multiplied by the greater of (a) 20% and (b) the product of (i) a stress factor of 2, (ii) the highest three month rolling average of the Aged Receivables Ratio during the most recent twelve month period and (iii) the aggregate amount of newly generated Receivables in the Reportable Pool during the most recent two month period as shown in the Monthly Report divided by the Net Receivables Pool Balance as of the end of the most recent month.

“Monthly Report” means a report, in substantially the form of Annex H hereto, furnished by the Collection Agent to the Agent and CSFB pursuant to Article IV of the Agreement.

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“Net Receivables Pool Balance” means at any time the Outstanding Balance of Eligible Receivables then in the Reportable Pool reduced by

(a) the aggregate amount by which the Outstanding Balance of Eligible Receivables of each Obligor then in the Reportable Pool exceeds the product of (i) the Concentration Percentage for such Obligor multiplied by (ii) the Outstanding Balance of the Eligible Receivables then in the Reportable Pool,

(b) the Outstanding Balance of Eligible Receivables then in the Reportable Pool for Obligors which are government or governmental subdivisions or agencies in excess of 4% of the aggregate Outstanding Balance of all Eligible Receivables in the Reportable Pool,

(c) the amount shown in the Monthly Report as an “Unreconciled Difference” or any comparable designation, expressed as a positive number and

(d) after August 1, 2001, Excess Errant Collections for the previous month.

For purposes of this calculation the following terms shall have the following meanings in respect of Collections of Receivables in the Reportable Pool:

“Adjusted Total Collections” means the amount shown in the Monthly Report as the sum of Blocked Account Collections and Lock-Box Collections.

“Branch Account Collections” means all Collections which are not deposited directly into either Blocked Accounts or Lock-Box Accounts.

“Blocked Account Collections” means all Collections deposited into Blocked Accounts.

“Excess Errant Collections” means the amount shown in the Monthly Report as Blocked Account Collections in excess of Permitted Blocked Account Collections; provided, however, that if for any month the two month rolling average of the sum of the Branch Account Collections and Blocked Account Collections equals or exceeds 30% of Total Collections, an amount equal to the higher of the sum of the Branch Account Collections

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and Blocked Account Collections for the previous two months shall be considered Excess Errant Collections (without double counting for the Branch Account Collections already excluded).

“Lock-Box Collections” means all Collections deposited directly into Lock-Box Accounts.

“Permitted Blocked Account Collections” means (i) 16% of Adjusted Total Collections if and so long as the long-term senior secured debt securities of United Rentals are rated “BB+” or above by Standard & Poor’s, (ii) 10% of Adjusted Total Collections if and so long as the long-term senior secured debt securities of United Rentals are rated “BB” by Standard & Poor’s or (iii) zero, if and so long as the long-term senior secured debt securities of United Rentals are rated “BB-” or below by Standard & Poor’s (or any rating is suspended or withdrawn).

“Total Collections” means the amount shown in the Monthly Report as the sum of Branch Account Collections, Blocked Account Collections and Lock-Box Collections.

“Obligor” means a Person obligated to make payments pursuant to a Contract; provided that in the event that any payments in respect of a Contract are made by any other Person, such other Person shall also be deemed to be an Obligor.

“Original Agreement” means the Receivables Purchase Agreement, dated as of December 21, 2000, among the Seller, the Collection Agent, Atlantic and Credit Lyonnais.

“Originator” means each of United Rentals (North America), Inc., United Rentals Northwest, Inc., United Rentals Southeast, L.P. and United Equipment Rentals Gulf, L.P. and each of their successors and permitted assigns.

“Originator Purchase Agreement” means the Purchase and Contribution Agreement, dated as of December 21, 2000, between the Originators, as sellers, and United Receivables-I, as purchaser, as the same may be amended, modified or restated from time to time.

“Other Corporations” means United Rentals, Inc. and all of its Subsidiaries except the Seller.

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“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Parent” means United Rentals, Inc. and its successors and permitted assigns.

“Parent Undertaking Agreement” means the Parent Undertaking Agreement, dated as of December 21, 2000, made by United Rentals in favor of Credit Lyonnais, as Agent, as the same may, from time to time, be amended, modified or supplemented.

“Percentage” of any Bank means, (a) with respect to Credit Lyonnais, initially 100% and with respect to an Atlantic Related Bank that has entered into an Assignment and Acceptance with Credit Lyonnais, the amount set forth in such Assignment and Acceptance as such Bank’s Percentage, in each case as such amount may be modified by an Assignment and Acceptance entered into between a Bank and an Eligible Assignee, and (b) with respect to CSFB, initially 100% and with respect to a Gramercy Related Bank that has entered into an Assignment and Acceptance with CSFB, the amount set forth in such Assignment and Acceptance as such Bank’s Percentage, in each case as such amount may be modified by an Assignment and Acceptance entered into between a Bank and an Eligible Assignee.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, unincorporated association, trust, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Pool Balance Dilution Ratio” means the three month rolling average of the percentage equivalent of a fraction, computed as of the last day of each calendar month, obtained by dividing (a) the aggregate Dilutions in the Reportable Pool occurring during such month by (b) the aggregate Outstanding Balance of Receivables in the Reportable Pool as of the last day of such month.

“Pool Receivable” means a Receivable in the Receivables Pool.

“Purchase Limit” means $250,000,000, as such amount may be modified pursuant to Sections 1.01(b) or 2.03 of the Agreement. References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase Limit, as then modified pursuant to Sections 1.01(b) or 2.03 of the Agreement, minus the then outstanding Capital of Receivable Interests under the Agreement.

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“Receivable” means the indebtedness of any Obligor resulting from the provision or sale of merchandise, insurance or services to such Obligor by an Originator under a Contract generated by the Originator in the ordinary course of its business for which all actions required to be performed by the Originator have been performed, and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto, which Receivable has been acquired by the Seller by purchase or by capital contribution pursuant to the SPV Purchase Agreement.

“Receivable Interest” means, at any time, an undivided percentage ownership interest in (a) all then outstanding Pool Receivables arising prior to the time of the most recent computation or recomputation of such undivided percentage interest pursuant to Section 1.03 of the Agreement, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Each undivided percentage interest shall be computed as

C + YR + LR + CAFR +DR

NRPB

where:

C	=	the Capital of each such Receivable Interest at the time of computation.
YR	=	the Yield Reserve of each such Receivable Interest at the time of computation.
LR	=	the Loss Reserve of each such Receivable Interest at the time of computation.
CAFR	=	the Collection Agent Fee Reserve of each such Receivable Interest at the time of computation.
DR	=	the Dilution Reserve of each such Receivable Interest at the time of computation.
NRPB	=	the Net Receivables Pool Balance at the time of computation.

Each Receivable Interest shall be determined from time to time pursuant to the provisions of Section 1.03 of the Agreement.

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“Receivables Pool” means at any time the aggregation of each then outstanding Receivable, payment of which is directed to one of the Lock-Box Accounts specified in Annex F hereto.

“Related Bank” means (a) with respect to Atlantic, Credit Lyonnais and each Eligible Assignee that shall become a party to the Agreement as a Related Bank for Atlantic pursuant to Section 6.03 of the Agreement and (b) with respect to Gramercy, CSFB and each Eligible Assignee that shall become a party to the Agreement as a Related Bank for Gramercy pursuant to Section 6.03 of the Agreement.

“Related Bank Commitment” of any Bank means the amount set forth in Annex I hereto, as such Annex may be modified from time to time upon notice to the Agent; provided that the aggregate Related Bank Commitments of Atlantic’s Related Banks shall be $100,000,000 and the aggregate Related Bank Commitments of Gramercy’s Related Banks shall be $150,000,000 as such amounts may be reduced (or terminated) pursuant to the next sentence. Any reduction (or termination) of an Issuer Purchase Limit pursuant to the terms of the Agreement shall reduce ratably (or terminate) the Related Bank Commitment of such Issuer’s Related Banks.

“Related Security” means with respect to any Receivable:

(a) all of the Seller’s interest in any merchandise (excluding any returned merchandise for which a deemed collection has been received pursuant to Section 1.04(e)(i) of the Agreement) relating to any sale giving rise to such Receivable;

(b) all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable;

(c) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise; and

(d) the Contract and all other books, recordds and other information (including, without limitation, computer programs, tapes, discs, punch cards,

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data processing software and related property and rights) relating to such Receivable and the related Obligor.

“Reportable Pool” means at any time the aggregation of each then outstanding Receivable in the Receivables Pool generated from the branches that are serviced by the following credit offices: Brandon, FL, Beaverton, OR, Batavia, NY, Sugarland, TX, Arlington, TX, Irvine, CA, Modesto, CA, Dublin, CA, Sacramento, CA, Tempe, AZ, Union City, GA, St. Louis, MO, Ft. Meyers, FL, Crofton, MD, Tukwila, WA, Lexington, KY, East Windsor, CT, Fairfield, CT, and Englewood, CO.

“Settlement Period” for any Receivable Interest means each period commencing on the first day and ending on the last day of each Fixed Period for such Receivable Interest and, on and after the Termination Date for such Receivable Interest, such period (including, without limitation, a period of one day) as shall be selected from time to time by the Agent or, in the absence of any such selection, each period of thirty days from the last day of the immediately preceding Settlement Period.

“SPV Purchase Agreement” means the Purchase and Contribution Agreement, dated as of December 21, 2000, between United Receivables-I as seller, and the Seller, as purchaser, as the same may be amended, modified or restated from time to time.

“Subsidiary” of a specified Person means any corporation of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such specified Person.

“Tangible Net Worth” means at any time the excess of (a) the Outstanding Balance of all Receivables plus cash and cash equivalents of the Seller, minus (b) the sum of (i) the Outstanding Balance of such Receivables which have become Defaulted Receivables, plus (ii) Capital, Yield Reserve, Loss Reserve, Collection Agent Fee Reserve and Dilution Reserve, plus (iii) the Deferred Purchase Price.

“Termination Date” for any Receivable Interest means (a) in the case of a Receivable Interest owned by an Investor, the earlier of (i) the Business Day which the Seller or the Agent so designates by notice to the other at least one Business Day in advance for such Receivable Interest and (ii) the Facility Termination Date and (b) in the case of a Receivable Interest owned by a Bank, the

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earlier of (i) the Business Day which the Seller so designates by notice to the Agent at least one Business Day in advance for such Receivable Interest and (ii) the Facility Termination Date.

“Transaction Document” means any of the Agreement, the Fee Agreements, the Parent Undertaking Agreement and the confirmation with respect thereto, the SPV Purchase Agreement, the Originator Purchase Agreement, the Lock-Box Agreements, the Blocked Account Agreements and all other agreements and documents delivered and/or related hereto or thereto.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“United Receivables-I” means United Rentals Receivables LLC I and its successors and permitted assigns.

“United Rentals” means United Rentals, Inc. and its successors and permitted assigns.

“Yield” means:

(a) for each Receivable Interest for any Fixed Period to the extent an Issuer will be funding such Receivable Interest during such Fixed Period through the issuance of commercial paper,

IR x C x ED + LF

      360

(b) for each Receivable Interest for any Fixed Period, to the extent the Investors will not be funding such Receivable Interest during such Fixed Period through the issuance of commercial paper or the Banks will be funding such Receivable Interest,

AR x C x ED + LF

       360

where:

AR = the Assignee Rate for such Receivable Interest for such Fixed Period

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C	=	the Capital of such Receivable Interest during such Fixed Period
ED	=	the actual number of days elapsed during such Fixed Period
IR	=	the Investor Rate for such Receivable Interest for such Fixed Period
LF	=	the Liquidation Fee, if any, for such Receivable Interest for such Fixed Period;

provided that no provision of the Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law; and provided further that Yield for any Receivable Interest shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

“Yield Reserve” for any Receivable Interest at any time means the sum of (a) the then accrued and unpaid Yield for such Receivable Interest and (b) an amount equal to the product of (i) a stress factor of 2, (ii) the Capital of such Receivable Interest on such date, (iii) the Alternate Base Rate for such Receivable Interest for a 30-day Fixed Period deemed to commence on such date and (iv) a fraction having Days Sales Outstanding as its numerator and 360 as its denominator.

Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

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EXHIBIT II

CONDITIONS

1.  Conditions Precedent to Amendment and Restatement of Original Agreement. The effectiveness of the amendment and restatement of the Original Agreement is subject to the conditions precedent that the Agent shall have received on or before the date hereof the following, in form and substance satisfactory to the Agent:

(a)  A certificate of the Secretary or Assistant Secretary of the Seller and each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and such Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and (iv) the names and true signatures of the officers of the Seller and each Originator authorized to sign the Transaction Documents to be signed by it hereunder.

(b)  A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions of the Board of Directors of the Parent approving the Parent Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Parent Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Parent Undertaking Agreement.

(c)  A copy of the certificate or articles of incorporation of the Seller, each Originator and the Collection Agent, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

(d)  Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions necessary to perfect the ownership and security interests contemplated by the Agreement, the SPV Purchase Agreement and the Originator Purchase Agreement.

(e)  Acknowledgment copies, or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other

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rights of any Person in the Collateral previously granted by the Seller, United Receivables-I or the Originators.

(f)  Updated completed requests for information, listing the financing statements referred to in clause (d) above and all other effective financing statements filed in the jurisdictions referred to in clause (d) above that name the Seller, United Receivables-I or the Originators as debtor, together with copies of such other financing statements (none of which shall cover any Collateral).

(g)  Copies of executed Lock-Box Agreements and any necessary amendments thereto with the Lock-Box Banks.

(h)  A favorable opinion of counsel for the Seller and the Originators, substantially in the form as the Agent may reasonably request.

(i)  A favorable opinion of counsel for the Parent, substantially in the form as the Agent may reasonably request.

(j)  Executed copies of the Fee Agreements.

(k)  An executed copy of the SPV Purchase Agreement, and any amendments thereto.

(l)  An executed copy of the Originator Purchase Agreement, and any amendments thereto.

(m)  An executed copy of the Parent Undertaking Agreement and a confirmation from the Parent with respect thereto.

(n)  Satisfactory results of a review and audit of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts.

2.  Conditions Precedent to All Purchases and Reinvestments. Each purchase and each reinvestment shall be subject to the further conditions precedent that

(a)  in the case of each purchase, the Collection Agent shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, a completed Monthly Report containing information covering the most recently ended calendar month and a completed Interim Report containing information covering the most recently completed calendar week and

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demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under paragraph (i) of Exhibit V would occur;

(b)  on the date of such purchase or reinvestment pursuant to Section 1.04(b)(ii) of the Agreement, the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true), except that the statement in clause (iii) below is required to be true only if such purchase or reinvestment is by an Issuer:

(i)  the representations and warranties contained in Exhibit III are correct on and as of the date of such purchase or reinvestment as though made on and as of such date,

(ii)  no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination or an Incipient Event of Termination,

(iii)  the Agent shall not have given the Seller at least one Business Day’s notice that one or more Issuers have terminated the reinvestment of Collections in Receivable Interests and

(iv)  United Receivables-I shall have sold or contributed to the Seller, pursuant to the SPV Purchase Agreement, all Receivables purchased from the Originators under the Originator Purchase Agreement prior to such date; and

(c)  the Agent and CSFB shall have received such other approvals, opinions or documents as it may reasonably request.

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EXHIBIT III

REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants as follows:

(a)  The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

(b)  The execution, delivery and performance by the Seller of each Transaction Document to which it is a party (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) the Seller’s certificate of formation and limited liability company agreement, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the interest created pursuant to the Agreement); and no transaction contemplated by the Agreement requires compliance with any bulk sales act or similar law. Each of the Transaction Documents to which it is a party has been duly executed and delivered by a duly authorized officer of the Seller.

(c)  No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the Transaction Documents to which it is a party, except for the filing of UCC financing statements which are referred to therein.

(d)  Each of the Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e)  The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been furnished to the Agent, fairly

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present in all material respects the consolidated financial condition of United Rentals and its Subsidiaries as at such date and the consolidated results of the operations of United Rentals and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since the end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of United Rentals and its Subsidiaries. Since the formation of the Seller, there has been no material adverse change in the business, operations, property or financial or other condition of the Seller.

(f)  There is no pending or, to the Seller’s knowledge, threatened action or proceeding affecting United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of United Rentals or any of its Subsidiaries or the ability of the Seller or United Rentals to perform their respective obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. To the Seller’s knowledge, neither United Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of United Rentals and its Subsidiaries, taken as a whole.

(g)  No proceeds of any purchase or reinvestment will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

(h)  The Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim. Upon each purchase of or reinvestment in a Receivable Interest, the Investors or the Banks, as the case may be, shall acquire a valid and perfected undivided percentage ownership interest or first priority security interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Agent relating to the Agreement and those filed pursuant to the SPV Purchase Agreement and the Originator Purchase Agreement.

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(i)  Each Monthly Report and Interim Report (if prepared by the Seller, or to the extent that information contained therein is supplied by the Seller), information, exhibit, financial statement, document, book, record or report furnished at any time by or on behalf of the Seller to the Agent, the Investors or the Banks in connection with the Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Agent, the Investors or the Banks, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(j)  The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Pool Receivables are located at the address or addresses referred to in paragraph (b) of Exhibit IV.

(k)  The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts of the Seller at such Lock-Box Banks, are specified in Annex F hereto (or at such other Lock-Box Banks and/or with such other Lock-Box Accounts as have been notified to the Agent in accordance with the Agreement).

(l)  The names and addresses of all the Blocked Account Banks, together with the account numbers of the Blocked Accounts of the Seller at such Blocked Account Bank, are specified in Annex B hereto (or at such other Blocked Account Bank and/or with such other Blocked Accounts as have been notified to the Agent in accordance with the Agreement).

(m)  The Seller is not known by and does not use any tradename or doing-business-as name.

(n)  The Seller was formed on December 15, 2000 and the Seller did not engage in any business activities prior to the date of the Original Agreement. The Seller has no Subsidiaries.

(o)  (i)  The fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value of the assets of the Seller is not less than the amount that will be required to pay all probable liabilities of the Seller on its debts as they become absolute and matured, (iii) the Seller does not intend to, and does not

III-3

believe that it will, incur Debt or liabilities beyond the Seller’s abilities to pay such Debt and liabilities as they mature and (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller’s property would constitute unreasonably small capital.

(p)  With respect to each Pool Receivable, the Seller (i) shall have received such Pool Receivable as a contribution to the capital of the Seller by United Receivables-I or (ii) shall have purchased such Pool Receivable from United Receivables-I in exchange for payment (made by the Seller to United Receivables-I in accordance with the provisions of the SPV Purchase Agreement) of cash in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (ii) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by United Receivables-I to the Seller and no such sale is voidable or subject to avoidance under any section of the Federal Bankruptcy Code.

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EXHIBIT IV

COVENANTS

Until the latest of the Facility Termination Date, the date on which no Capital of or Yield on any Receivable Interest shall be outstanding or the date all other amounts owed by the Seller hereunder to the Investors, the Banks or the Agent are paid in full:

(a)  Compliance with Laws, Etc.  The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not materially adversely affect the collectibility of the Receivables Pool or the ability of the Seller to perform its obligations under the Transaction Documents.

(b)  Offices, Records and Books of Account.  The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Receivables (and all original documents relating thereto) at the address of the Seller set forth in Section 6.02 of the Agreement or, upon 30 days’ prior written notice to the Agent, at any other locations in jurisdictions where all actions reasonably requested by the Agent to protect and perfect the interest in the Collateral have been taken and completed. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

(c)  Performance and Compliance with Contracts and Credit and Collection Policy.  The Seller will require, at its expense, that each Originator will timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Pool Receivable and the related Contract.

IV-1

(d)  Sales, Liens, Etc.  The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, the Seller’s undivided interest in any Pool Receivable, Related Security or Collections, or upon or with respect to any account to which any Collections of any Pool Receivables are sent, or assign any right to receive income in respect thereof.

(e)  Extension or Amendment of Receivables.  The Seller will not extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(f)  Change in Business or Credit and Collection Policy.  The Seller will not make or permit any change in the character of its business or in the Credit and Collection Policy that would, in either case, materially adversely affect the collectibility of the Receivables Pool or the ability of the Seller to perform its obligations under the Agreement. In the event that the Seller makes any material change to the Credit and Collection Policy, it shall, no later than three Business Days prior to the effectiveness of such change, provide the Agent with an updated Credit and Collection Policy and a summary of all material changes.

(g)  Change in Payment Instructions to Obligors.  The Seller will not make or permit any change in the instructions to Obligors regarding payments to be made to the Seller or the Collection Agent or payments to be made to any Lock-Box Bank, unless the Agent shall have received notice of and agreed to such change, other than a change related solely to instructions to Obligors to pay to a new Lock-Box Bank.

(h)  Addition or Termination of Lock-Box Banks or Blocked Account Banks or Lock-Box Agreements or Blocked Account Agreements.  The Seller will not add or terminate or cause or permit the addition or termination of any bank as a Lock-Box Bank from those listed in Annex F to the Agreement or as a Blocked Account Bank from those listed in Annex B to the Agreement or terminate any Lock-Box Agreement or Blocked Account Agreement, unless the Agent shall have received notice of such addition or termination of a Lock-Box Bank or Blocked Account Bank, notice of the termination of the Lock-Box Account or Blocked Account with any terminated Lock-Box Bank or Blocked Account Bank and executed copies of each Lock-Box Agreement or Blocked Account Agreement with each newly added Lock-Box Bank or Blocked Account Bank. The Seller will not permit any provision of any Lock-Box Agreement or Blocked Account

IV-2

Agreement to be changed, amended, modified or waived without the prior written consent of the Agent.

(i)  Deposits to Lock-Box Accounts.  The Seller will direct all Obligors to send, all Collections of Pool Receivables to lock-boxes associated with Lock-Box Accounts; provided that the Seller shall use its reasonable commercial efforts to cause its representatives and the representatives of the Collection Agent and Originators to deposit or cause to be deposited any Collections of Receivables which are not sent by Obligors directly to lock-boxes associated with Lock-Box Accounts into Blocked Accounts within one Business Day after receipt by the Seller, Collection Agent or the applicable Originator. The Seller will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account or Blocked Account cash or cash proceeds other than Collections of Pool Receivables.

(j)  Marking of Records.  At its expense, the Seller will mark its master data processing records evidencing Pool Receivables and related Contracts with a legend evidencing that Receivable Interests related to such Pool Receivables and related Contracts have been sold in accordance with the Agreement.

(k)  Reporting Requirements.  The Seller will provide to the Agent and CSFB (in multiple copies, if requested by the Agent) the following:

(i)  as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of United Rentals, consolidated balance sheets of United Rentals and its Subsidiaries as of the end of such quarter and consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of United Rentals;

(ii)  as soon as available and in any event within 90 days after the end of each fiscal year of United Rentals, a copy of the annual report on Form 10-K for such year for United Rentals and its Subsidiaries, containing consolidated financial statements for such year audited by Ernst & Young or other independent public accountants acceptable to the Agent and CSFB;

(iii)  as soon as available and in any event within 90 days after the end of each fiscal year of the Seller, a balance sheet of the Seller as of the end of such year and a statement of income and retained earnings of the Seller for

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such year audited by Ernst & Young or other independent public accountants acceptable to the Agent and CSFB;

(iv)  as soon as possible and in any event within five days after the occurrence of each Event of Termination or Incipient Event of Termination, a statement of the chief financial officer of the Seller setting forth details of such Event of Termination or Incipient Event of Termination and the action that the Seller has taken and proposes to take with respect thereto;

(v)  promptly after the sending or filing thereof, copies of all reports that United Rentals sends to any of its securityholders, and copies of all reports and registration statements that United Rentals or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange;

(vi)  promptly after the filing or receiving thereof, copies of all reports and notices that the Seller or any Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that the Seller or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller or any Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on the Seller and/or any such Affiliate in excess of $1,000,000;

(vii)  at least ten Business Days prior to any change in the name of an Originator, United Receivables-I or the Seller, a notice setting forth the new name and the effective date thereof and UCC-3 amendments to all UCC-1 financing statements filed in connection with the Transaction Documents;

(viii)  promptly after the Seller obtains knowledge thereof, notice of any “Event of Termination” or “Facility Termination Date” under the SPV Purchase Agreement or the Originator Purchase Agreement;

(ix)  so long as any Capital shall be outstanding, as soon as possible and in any event no later than the day of occurrence thereof, notice that the Originators have stopped selling or contributing to United Receivables-I, pursuant to the Originator Purchase Agreement, all newly arising Receivables or that United Receivables-I has stopped selling or contributing

IV-4

to the Seller, pursuant to the SPV Purchase Agreement, all newly arising Receivables;

(x)  at the time of the delivery of the financial statements provided for in clauses (i) and (ii) of this paragraph, a certificate of the chief financial officer or the treasurer of the Seller to the effect that, to the best of such officer’s knowledge, no Event of Termination has occurred and is continuing or, if any Event of Termination has occurred and is continuing, specifying the nature and extent thereof;

(xi)  promptly after receipt thereof, copies of all consents requested from the Seller by, and all notices or other documents received by the Seller from, United Receivables-I under the SPV Purchase Agreement;

(xii)  promptly after receipt thereof, copies of all consents requested from United Receivables-I by, and all notices or other documents received by United Receivables-I from, any Originator under the Originator Purchase Agreement;

(xiii)  promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the condition or operations, financial or otherwise, of the Seller as the Agent may from time to time reasonably request;

(xiv)  promptly after the Seller obtains knowledge thereof, notice of any (a) litigation, investigation or proceeding which may exist at any time between the Seller or the Originators and any governmental authority which, in either case, if not cured or if adversely determined, as the case may be, would have a material adverse effect on the business, operations, property or financial or other condition of the Seller or the Originators; (b) litigation or proceeding adversely affecting the Seller’s or an Originator’s ability to perform its obligations under a Transaction Document or (c) litigation or proceeding adversely affecting the Seller or the Originators in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; and

(xv)  promptly after the occurrence thereof, notice of a material adverse change in the business, operations, property or financial condition of the Seller.

IV-5

(l)  Corporate Separateness.  (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.

(ii)  The Seller shall not direct or participate in the management of any of the Other Corporations’ operations.

(iii)  The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.

(iv)  The Seller shall at all times be adequately capitalized in light of its contemplated business.

(v)  The Seller shall at all times provide for its own operating expenses and liabilities from its own funds.

(vi)  The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable primarily or secondarily for, any obligations of the Other Corporations.

(vii)  The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation.

(viii)  The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation.

IV-6

(ix)  The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations.

(x)  The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings.

(xi)  The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations.

(xii)  The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the SPV Purchase Agreement.

(xiii)  The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

(m) SPV Purchase Agreement.  The Seller will not amend, waive or modify any provision of the SPV Purchase Agreement or waive the occurrence of any “Event of Termination” under the SPV Purchase Agreement, without giving prior written notice to the Agent and, if any such amendment, waiver or modification is material, without in each case the prior written consent of the Agent. The Seller will perform all of its obligations under the SPV Purchase Agreement in all material respects and will enforce the SPV Purchase Agreement in accordance with its terms in all material respects.

(n) Nature of Business.  The Seller will not engage in any business other than the purchase of Receivables, Related Security and Collections from United Receivables-I and the transactions contemplated by the Agreement. The Seller will not create or form any Subsidiary.

(o) Mergers, Etc.  The Seller will not merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person.

(p) Distributions, Etc.  So long as the Issuers’ commercial paper notes with respect to this transaction are outstanding, the Seller will not declare or make

IV-7

any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Seller, or return any capital to its shareholders as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any shares of any class of capital stock of the Seller or any warrants, rights or options to acquire any such shares, now or hereafter outstanding; provided, however, that the Seller may declare and pay cash dividends on its capital stock to its shareholders so long as (i) no Event of Termination shall then exist or would occur as a result thereof, (ii) such dividends are in compliance with all applicable law including the corporate law of the state of the Seller’s incorporation, and (iii) such dividends have been approved by all necessary and appropriate corporate action of the Seller.

(q)  Debt.  The Seller will not incur any Debt, other than any Debt incurred pursuant to the Agreement.

(r)  Limited Liability Agreement.  The Seller will not amend or delete Sections 7 to 10, 16, 20 to 25 or 30 of its limited liability agreement.

(s)  Tangible Net Worth.  The Seller will maintain Tangible Net Worth at all times equal to at least 3% of the Outstanding Balance of the Receivables in the Reportable Pool at such time.

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EXHIBIT V

EVENTS OF TERMINATION

Each of the following, unless waived in writing by the Agent (other than as set forth in paragraphs (g) and (i) which cannot be waived), shall be an “Event of Termination”:

(a)  The Collection Agent (if United Rentals or any of its Affiliates) (i) shall fail to perform or observe any term, covenant or agreement under the Agreement (other than as referred to in clause (ii) of this paragraph (a)) and such failure shall remain unremedied for three Business Days or (ii) shall fail to make when due any payment or deposit to be made by it under the Agreement; or

(b)  The Seller or United Rentals shall fail (i) to transfer to the Agent when requested any rights, pursuant to the Agreement, which it then has as Collection Agent or (ii) to make any payment required under Section 1.04; or

(c)  Any representation or warranty made or deemed made by the Seller or the Collection Agent or the Parent (or any of their respective officers) pursuant to the Agreement or the Parent Undertaking Agreement or any other Transaction Document or any information or report delivered by the Seller or the Collection Agent pursuant to the Agreement or any other Transaction Document or the Parent pursuant to the Parent Undertaking Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or

(d)  The Seller, the Parent or the Originators shall fail to perform or observe any other term, covenant or agreement contained in the Agreement or in any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for ten days after written notice thereof shall have been given to the Seller by the Agent (or, with respect to a failure to deliver the Monthly Report or the Interim Report pursuant to the Agreement, such failure shall remain unremedied for five days or one Business Day, respectively, without a requirement for notice); or

(e)  The Seller or the Parent shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least $10,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event

V-1

shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of (whether or not it is so accelerated), the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f)  Any purchase or any reinvestment pursuant to the Agreement shall for any reason (other than pursuant to the terms hereof) cease to create, or any Receivable Interest shall for any reason cease to be, a valid and perfected undivided percentage ownership or first priority security interest to the extent of the pertinent Receivable Interest in each applicable Pool Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim; or the security interest created pursuant to Section 1.09 shall for any reason cease to be a valid first priority perfected security interest in the collateral security referred to in that section free and clear of any Adverse Claim; or

(g)  The Seller or the Parent shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or file a notice of intention to make a proposal to some or all of its creditors; or any proceeding shall be instituted by or against the Seller or the Parent seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller or the Parent shall take any corporate action to authorize any of the actions set forth above in this paragraph (g); or

(h)  As of the last day of any calendar month, either the Default Ratio shall exceed 22% or the three-month rolling average of the Default Ratio shall exceed 20% or the Delinquency Ratio shall exceed 9% or the three-month rolling

V-2

average of the Delinquency Ratio shall exceed 8.5% or the Pool Balance Dilution Ratio shall exceed 3%; or

(i)  The sum of the Receivable Interests shall for a period of two Business Days be greater than 100% as required to be reflected in the most recent Monthly Report; or

(j)  There shall have occurred any material adverse change in the business, operations, property or financial condition of the Seller or the Parent since the end of its most recent fiscal quarter; or there shall have occurred any event which may materially adversely affect the collectibility of the Receivables Pool or the ability of the Seller or the Collection Agent to collect Pool Receivables or otherwise perform its obligations under the Agreement; or

(k)  An “Event of Termination” or “Facility Termination Date” shall occur under the SPV Purchase Agreement or the Originator Purchase Agreement, or the SPV Purchase Agreement or the Originator Purchase Agreement shall cease to be in full force and effect; or

(l)  All of the outstanding capital stock of the Seller shall cease to be owned, directly or indirectly, by United Rentals or there shall occur any material change in the ownership of United Rentals; or

(m)  The Parent Undertaking Agreement shall cease to be in full force and effect or the Parent shall fail to perform or observe any term, covenant or agreement contained in the Parent Undertaking Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten days after written notice thereof shall have been given by the Agent to the Seller; or

(n)  A breach of any of the financial covenants set forth in Annex J shall have occurred; or

(o)  The rating of the long-term senior secured debt securities of United Rentals is “B+” or below by Standard & Poor’s or “B1” or below by Moody’s Investors Service, Inc.; or

(p)  The sum of the aggregate outstanding Capital (based on the most recent Interim Report), Yield Reserve, Loss Reserve, Collection Agent Fee Reserve and Dilution Reserve (calculated by reference to the percentages shown in the most recent Monthly Report) shall for any two consecutive Business Days be greater than 100% of the Net Receivables Pool Balance (based on the most recent

V-3

Interim Report) and the Seller shall not have cured such event within two Business Days after the date of delivery of the Interim Report to the Agent and CSFB or the date such Interim Report should have been delivered; or

(q)  The Seller shall, by August 1, 2001, fail to establish all the Blocked Accounts or to deliver executed Blocked Account Agreements for all the Blocked Accounts to the Agent and CSFB.

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AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

Dated as of June 26, 2001

among

UNITED RENTALS RECEIVABLES LLC II,

as Seller,

UNITED RENTALS, INC.,

as Collection Agent,

ATLANTIC ASSET SECURITIZATION CORP.

and

GRAMERCY CAPITAL CORPORATION,

as Issuers,

CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,

as a Bank

and

CREDIT LYONNAIS NEW YORK BRANCH,

as a Bank and as Agent

Table of Contents

		Page
ARTICLE I    AMOUNTS AND TERMS OF THE PURCHASES		2
SECTION 1.01.	Purchase Facility	2
SECTION 1.02.	Making Purchases	3
SECTION 1.03.	Receivable Interest Computation	4
SECTION 1.04.	Settlement Procedures	5
SECTION 1.05.	Fees	7
SECTION 1.06.	Payments and Computations, Etc.	8
SECTION 1.07.	Dividing or Combining Receivable Interests	8
SECTION 1.08.	Increased Costs and Requirements of Law	8
SECTION 1.09.	Security Interest	10
ARTICLE II    REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF TERMINATION		11
SECTION 2.01.	Representations and Warranties; Covenants	11
SECTION 2.02.	Events of Termination	11
SECTION 2.03.	Renewal of Agreement	12
ARTICLE III    INDEMNIFICATION		13
SECTION 3.01.	Indemnities by the Seller	13
ARTICLE IV    ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES		16
SECTION 4.01.	Designation of Collection Agent	16
SECTION 4.02.	Duties of Collection Agent	16
SECTION 4.03.	Certain Rights of the Agent	17
SECTION 4.04.	Rights and Remedies	18
SECTION 4.05.	Further Actions Evidencing Purchases	19
SECTION 4.06.	Covenants of the Collection Agent and the Seller	20
SECTION 4.07.	Indemnities by the Collection Agent	21
SECTION 4.08.	Representations and Warranties of the Collection Agent	22
ARTICLE V    THE AGENT		23
SECTION 5.01.	Authorization and Action	23
SECTION 5.02.	Agent’s Reliance, Etc.	23
SECTION 5.03.	Credit Lyonnais and Affiliates	24
SECTION 5.04.	Bank’s Purchase Decision	25
ARTICLE VI    MISCELLANEOUS		25
SECTION 6.01.	Amendments, Etc.	25
SECTION 6.02.	Notices, Etc.	25
SECTION 6.03.	Assignability	27
SECTION 6.04.	Costs, Expenses and Taxes	28
SECTION 6.05.	No Proceedings	29
SECTION 6.06.	Confidentiality	30
SECTION 6.07.	GOVERNING LAW	30
SECTION 6.08.	SUBMISSION TO JURISDICTION	30
SECTION 6.09.	WAIVER OF JURY TRIAL	31
SECTION 6.10.	Execution in Counterparts	31
SECTION 6.11.	Construction of the Agreement	31
SECTION 6.12.	Survival of Termination	32
SECTION 6.13.	Severability	32

i

Table of Contents

(continued)

			Page
EXHIBITS
EXHIBIT I	—	Definitions
EXHIBIT II	—	Conditions of Purchases
EXHIBIT III	—	Representations and Warranties
EXHIBIT IV	—	Covenants
EXHIBIT V	—	Events of Termination
ANNEXES
ANNEX A	—	Margin Grid
ANNEX B	—	Blocked Accounts
ANNEX C	—	Concentration Percentages
ANNEX D	—	Credit and Collection Policy
ANNEX E	—	Interim Report
ANNEX F	—	Lock-Box Accounts
ANNEX G	—	Lock-Box Agreement
ANNEX H	—	Monthly Report
ANNEX I	—	Related Bank Commitments
ANNEX J	—	Financial Covenants

ii

EX-10.(C)

Exhibit 10(c)

AMENDMENT 1 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AMENDMENT, dated as of June 21, 2002 to the Amended and Restated Receivables Purchase Agreement, dated as of June 26, 2001 (the “Receivables Agreement”), among UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Seller”), UNITED RENTALS, INC., a Delaware corporation, ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation, GRAMERCY CAPITAL CORPORATION, a Delaware corporation, CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, a branch of a banking corporation organized and existing under the laws of Switzerland, and CREDIT LYONNAIS NEW YORK BRANCH, a branch of a French banking corporation, as a Bank and as agent (the “Agent”) for the Investors and the Banks (the “Amendment”).

RECITALS

WHEREAS, the Seller and the Agent, have agreed subject to the terms and conditions of this Amendment, to amend the Receivables Agreement as hereinafter set forth. Terms used herein but not defined herein shall have the meaning assigned thereto in the Receivables Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Amendment of Receivables Agreement. The Receivables Agreement and all documents entered into in connection therewith are hereby amended as follows:

(a) Section 1.02(a) is hereby deleted in its entirety.

(b) The definition of “Issuer Purchase Limit” in Exhibit I is hereby deleted in its entirety and replaced with the following definition:

“Issuer Purchase Limit” means $125,000,000 for Atlantic and $125,000,000 for Gramercy; provided, however, that if the Purchase Limit is modified in accordance with Sections 1.01(b) or 2.03 of the

Agreement then each Issuer Purchase Limit shall be proportionately modified, unless all of the Issuers have agreed to a different allocation or an Issuer elects not to increase its Issuer Purchase Limit pursuant to Section 1.01(b) of the Agreement or elects not to extend the Facility Termination Date pursuant to Section 2.03 of the Agreement.

(c) The definition of “Related Bank Commitment” in Exhibit I is hereby deleted in its entirety and replaced with the following definition:

“Related Bank Commitment” of any Bank means the amount set forth in Annex I hereto, as such Annex may be modified from time to time upon notice to the Agent; providedthat the aggregate Related Bank Commitments of Atlantic’s Related Banks shall be $125,000,000 and the aggregate Related Bank Commitments of Gramercy’s Related Banks shall be $125,000,000 as such amounts may be reduced (or terminated) pursuant to the next sentence. Any reduction (or termination) of an Issuer Purchase Limit pursuant to the terms of the Agreement shall reduce ratably (or terminate) the Related Bank Commitment of such Issuer’s Related Banks

(d) Annex I to the Receivables Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

(e) The last sentence in the second paragraph of Section 2.03 is hereby amended by deleting the number “360” and replacing it with the number “364.”

2. Execution in Counterparts, Etc. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment. The delivery of a signed signature page to this Amendment by telecopy transmission shall constitute due execution and delivery of this Amendment for all purposes.

3. Receivables Agreement in Full Force and Effect. Except as amended by this Amendment, all of the provisions of the Receivables Agreement and all of the provisions of all other documentation required to be delivered with respect thereto are hereby ratified and confirmed and shall remain in full force and effect from and after the date hereof.

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4. Representations and Warranties of the Seller. The Seller makes each of the representations and warranties contained in Exhibit III to the Receivables Agreement (after giving effect to this Amendment) and also represents that no event has occurred and is continuing that constitutes an Event of Termination or an Incipient Event of Termination.

5. References to Receivables Agreement. From and after the date hereof, (a) all references in the Receivables Agreement to “this Agreement,” “hereof,” “herein,” or similar terms and (b) all references to the Receivables Agreement in each agreement, instrument and other document executed or delivered in connection with the Receivables Agreement, shall mean and refer to the Receivables Agreement, as amended by this Amendment.

6. Further Assurances. The parties hereto agree to execute and deliver any and all further agreements, certificates and other documents reasonably necessary to implement the provisions of this Amendment.

7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to the conflict of laws principles thereof.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

UNITED RENTALS RECEIVABLES LLC II,
as Seller
By:
	Name:
	Title:
CREDIT LYONNAIS NEW YORK BRANCH,
as Agent
By:
	Name:
	Title:

Acknowledged and agreed

as of the date first written above:

ATLANTIC ASSET SECURITIZATION CORP.
By:	CREDIT LYONNAIS NEW YORK
	BRANCH, as Attorney-in-Fact
By:
	Name:
	Title:

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GRAMERCY CAPITAL CORPORATION
By:	CREDIT SUISSE FIRST BOSTON,
	NEW YORK BRANCH, as Attorney-in-Fact
By:
	Name:
	Title:
By:
	Name:
	Title:
	CREDIT LYONNAIS NEW YORK BRANCH
By:
	Name:
	Title:
	CREDIT SUISSE FIRST BOSTON,
	NEW YORK BRANCH
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT A

ANNEX I

Related Bank Commitments

Credit Lyonnais New York Branch	$125,000,000
Credit Suisse First Boston, New York Branch	$125,000,000

EX-10.(D)

Exhibit 10(d)

AMENDMENT NO. 2 AND WAIVER TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

Amendment No. 2 and Waiver, dated as of October 29, 2002 (the “Amendment”), to the Amended and Restated Receivables Purchase Agreement, dated as of June 26, 2001, (as amended to date, the “Receivables Purchase Agreement”), among UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Seller”), UNITED RENTALS, INC., a Delaware corporation (“URI” or the “Collection Agent”), ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation (“Atlantic”), GRAMERCY CAPITAL CORPORATION, a Delaware corporation (“Gramercy”), CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, a branch of a banking corporation organized and existing under the laws of Switzerland (“CSFB”), and CREDIT LYONNAIS NEW YORK BRANCH, a branch of a French banking corporation (“Credit Lyonnais”), as a Bank and as agent (the “Agent”) for the Investors and the Banks.

RECITALS

WHEREAS, the Seller, the Collection Agent, Atlantic, Gramercy, CSFB and Credit Lyonnais have heretofore entered into the Receivables Purchase Agreement;

WHEREAS, pursuant to clause (n) of Exhibit V to the Receivables Purchase Agreement, a breach of the financial covenants set forth in Annex J to the Receivables Purchase Agreement (“Annex J”) will constitute an Event of Termination under the Receivables Purchase Agreement;

WHEREAS, the Seller would like to request that Credit Lyonnais, Atlantic, Gramercy, and CSFB waive compliance with such clause (n) for the period from September 30, 2002 to the effective date of the amendments set forth in paragraph 2 of this Amendment, but solely to the extent the Seller would have been in compliance with such clause (n) if such amendments had been effective as of September 30, 2002;

WHEREAS, Atlantic, Gramercy, CSFB and Credit Lyonnais are willing, on and subject to the terms and conditions set forth below, to waive compliance with such clause (n) for the period from September 30, 2002 to the effective date of the amendments set forth in paragraph 2 of this Amendment, but solely to the extent the Seller would have been in compliance with such clause (n) if such amendments had been effective as of September 30, 2002; and

WHEREAS, the Seller, the Collection Agent and the Agent have agreed, subject to the terms and conditions of this Amendment, to amend Annex J to the Receivables Purchase Agreement as hereinafter set forth. Capitalized terms used herein but not defined herein shall have the meaning assigned thereto in the Receivables Purchase Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

1. Waiver. Effective as of September 30, 2002, Atlantic, Gramercy, CSFB, and Credit Lyonnais hereby waive compliance with clause (n) of Exhibit V to the Receivables Purchase Agreement for the period from September 30, 2002 to the effective date of the amendments set forth in paragraph 2 of this Amendment, but solely to the extent the Seller would have been in compliance with such clause (n) if such amendments had been effective as of September 30, 2002. Immediately upon the effective date of the amendments set forth in paragraph 2 of this Amendment, and at all times thereafter, the Seller shall be required to be in compliance with such clause (n) (as amended hereby).

2. Amendment of Receivables Purchase Agreement. Effective as of October 29, 2002, the provisions of the Amended and Restated Credit Agreement, dated as of April 20, 2001, among URI, United Rentals of Canada, Inc., JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), The Chase Manhattan Bank of Canada and the various lenders thereto (the “Credit Agreement”), which are included in Annex J, are hereby amended to the extent of any amendments to such provisions of the Credit Agreement effected by the Second Amendment to the Credit Agreement attached hereto as Exhibit A (the “Credit Agreement Amendment”), and from and after the date hereof Annex J shall be such provisions of the Credit Agreement as amended by the Credit Agreement Amendment.

3. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment. The delivery of a signed signature page to this Amendment by telecopy transmission shall constitute due execution and delivery of this Amendment for all purposes.

4. Receivables Purchase Agreement in Full Force and Effect. Except as amended by this Amendment, all of the provisions of the Receivables Purchase Agreement and all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full force and effect from and after the date hereof.

5. References to Receivables Purchase Agreement. From and after the date hereof, (a) all references in the Receivables Purchase Agreement to “this Agreement,” “hereof,” “herein” or similar terms and (b) all references to the Receivables Purchase Agreement in each agreement, instrument and other document executed or delivered in connection with the Receivables Purchase Agreement, shall mean and refer to the Receivables Purchase Agreement, as amended by this Amendment.

6. Further Assurances. The parties hereto agree to execute and deliver any and all further agreements, certificates and other documents reasonably necessary to implement the provisions of this Amendment.

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7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).

8. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

UNITED RENTALS RECEIVABLES LLC II, as Seller
By:
	Name:
	Title:
UNITED RENTALS, INC., as Collection Agent
By:
	Name:
	Title:
CREDIT LYONNAIS NEW YORK BRANCH, as Agent
By:
	Name:
	Title:

Acknowledged and agreed to

as of the date first above written:

ATLANTIC ASSET SECURITIZATION CORP.
By:	CREDIT LYONNAIS NEW YORK
	BRANCH, as Attorney-in-Fact
By:
	Name:
	Title:

GRAMERCY CAPITAL CORPORATION
By:	CREDIT SUISSE FIRST BOSTON,
	NEW YORK BRANCH, as Attorney-in-Fact
	By:
	Name:
	Title:
	By:
	Name:
	Title:
CREDIT LYONNAIS NEW YORK BRANCH
	By:
	Name:
	Title:
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH
	By:
	Name:
	Title:
	By:
	Name:
	Title:

EXHIBIT A

CREDIT AGREEMENT AMENDMENT

EX-10.(E)

Exhibit 10(e)

PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of December 21, 2000

UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation, UNITED RENTALS NORTHWEST, INC., an Oregon corporation, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas limited partnership (each an “Originator” and collectively, the “Originators”), UNITED RENTALS, INC., a Delaware corporation, (“United Rentals”), as Collection Agent, and UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (the “Buyer”), agree as follows:

PRELIMINARY STATEMENTS

(1)  Certain terms which are capitalized and used throughout this Agreement (in addition to those defined above) are defined in Article I of this Agreement.

(2)  Each Originator has Receivables that it wishes to sell to the Buyer, and the Buyer is prepared to purchase such Receivables on the terms set forth herein.

(3)  Each Originator may also wish to contribute Receivables to the capital of the Buyer on the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.00    Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adverse Claim” means a lien, security interest, or other charge or encumbrance, or any other type of preferential arrangement.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

“Business Day” means any day on which banks are not authorized or required to close in New York City.

“Collateral” shall have the meaning set forth in Section 5.02 of this Agreement.

“Collection Agent” means at any time the Person then authorized pursuant to Section 6.01 to service, administer and collect Transferred Receivables.

“Collections” means, with respect to any Receivable, (a) all funds which are received by the Originators or the Collection Agent in payment of any amounts owed in respect of such Receivable (including, without limitation, purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other party directly or indirectly liable for the payment of such Receivable and available to be applied thereon), (b) all Collections received as a result of a repurchase pursuant to Section 2.05 and (c) all other proceeds of such Receivable.

“Contract” means an agreement between an Originator and an Obligor, substantially in the form of one of the written contracts or (in the case of any open account agreement) one of the invoices approved by the Buyer, pursuant to or under which such Obligor shall be obligated to pay for merchandise, insurance or services from time to time.

“Contributed Receivable” has the meaning specified in Section 2.03.

“Credit and Collection Policy” means those receivables credit and collection policies and practices of the Originators in effect on the date of this Agreement applicable to the Receivables, as modified in compliance with this Agreement.

“Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in accordance with generally

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accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Deferred Purchase Price” means unsecured loans made by the Originators to the Buyer to enable the Buyer to acquire Purchased Receivables, which loans will bear interest at a rate agreed upon by the parties hereto and will be due and payable one year after the Facility Termination Date.

“Dilution” means, with respect to any Receivable, the aggregate amount of any reductions or adjustments in the Outstanding Balance of such Receivable as a result of any defective, rejected, returned, repossessed or foreclosed merchandise or services or any rebate, sales allowance, cash discount or other adjustment or setoff.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Event of Termination” has the meaning specified in Section 7.01.

“Facility Termination Date” means the earlier of (i) the date of termination of the facility pursuant to Section 7.01 and (ii) the date which the Originator designates by at least two Business Days’ notice to the Buyer.

“Incipient Event of Termination” means an event that but for notice or lapse of time or both would constitute an Event of Termination.

“Indemnified Amounts” has the meaning specified in Section 8.01.

“Lock-Box Account” means one or more accounts, under the exclusive ownership and control of United Receivables-II (or its assignees or designees), maintained at a bank or other financial institution for the purpose of receiving Collections.

“Lock-Box Agreement” means an agreement among United Rentals, United Receivables-II (or its assignees or designees) and any Lock-Box Bank.

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“Lock-Box Bank” means any of the banks or other financial institutions holding one or more Lock-Box Accounts.

“Obligor” means, with respect to any Receivable, a Person obligated to make payments to an Originator pursuant to a Contract; provided that in the event that any payments in respect of a Contract are made by any other Person, such other Person shall also be deemed to be an Obligor.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, unincorporated association, trust, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Purchase Date” means the date of each purchase of Receivables under this Agreement.

“Purchased Receivable” means any Receivable which, pursuant to Article II has been identified as a Purchased Receivable and purchased by the Buyer.

“Receivable” means the indebtedness of any Obligor resulting from the provision or sale of merchandise, insurance or services to such Obligor by an Originator under a Contract generated by the Originator in the ordinary course of its business for which all actions required to be performed by the Originator have been performed, and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto, payment for which has been directed to the Lock-Box Accounts listed in Annex B hereto.

“Receivables Agreement” means that certain Receivables Purchase Agreement, dated as of the date hereof, among United Receivables-II, as seller, Atlantic Asset Securitization Corp., as purchaser, certain banks, Credit Lyonnais New York Branch, as agent, and United Rentals, as collection agent, as amended or restated from time to time.

“Related Security” means with respect to any Receivable:

(i) all of the Originator’s interest in any merchandise (excluding any returned merchandise with respect to a Receivable which has been

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repurchased pursuant to Section 2.05 of this Agreement) relating to any sale giving rise to such Receivable;

(ii) all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable;

(iii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise; and

(iv) the Contract and all other books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Receivable and the related Obligor.

“Settlement Date” means such day or days each month as are selected from time to time by the Buyer or its designee in a written notice to the Collection Agent.

“SPV Purchase Agreement” means the Purchase and Contribution Agreement, dated the date of the Agreement, between the Buyer, as seller, and United Receivables-II, as purchaser, as the same may be amended, modified or restated from time to time.

“Subsidiary” of a specified Person means any corporation of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such specified Person.

“Transferred Receivable” means a Purchased Receivable or a Contributed Receivable.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

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

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“United Receivables-II” means United Rental Receivables LLC II, a Delaware limited liability company, and its successors and permitted assigns.

“United Rentals” means United Rentals, Inc. and its successors and permitted assigns.

SECTION 1.02.00    Other Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

ARTICLE II

AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

SECTION 2.01.00    Facility.

On the terms and conditions hereinafter set forth and without recourse (except to the extent as is specifically provided herein), the Originators agree to sell and the Buyer agrees to purchase Receivables of the Originators from time to time during the period from the date hereof to the Facility Termination Date.

SECTION 2.02.00    Making Purchases.

(a) Purchases. On the date of the initial purchase hereunder, the Originators shall sell, transfer, assign and convey to the Buyer all Receivables owned by the Originators as of the close of business on the Business Day immediately preceding such Purchase Date. Each Originator shall, on each Business Day occurring thereafter prior to the Facility Termination Date, sell, transfer, assign and convey to the Buyer all Receivables owned by such Originator as of the close of business on the immediately preceding Business Day. On each Purchase Date, the Buyer shall, upon satisfaction of the applicable conditions set forth in Article III, pay the purchase price for such purchase by (i) deposit of such amount in same day funds to the account designated by each Originator and/or (ii) Deferred Purchase Price equal to such amount.

(b) Determination of Purchase Price. The purchase price for the Receivables that are the subject of any purchase hereunder shall be determined on or prior to the date of such purchase, and shall be equal to the Outstanding Balance

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of such Receivables, minus a discount for such purchase determined by agreement of the parties.

(c) Ownership of Receivables and Related Security. On each Purchase Date, after giving effect to each purchase, the Buyer shall own the Purchased Receivables. The purchase of any Receivable shall include all Related Security with respect to such Receivable and all Collections with respect thereto and other proceeds of such Receivable and Related Security.

SECTION 2.03.00    Contributions.

United (NA) may from time to time at its option, by notice to the Buyer, identify Receivables which it proposes to contribute to the Buyer as a capital contribution. Such Receivables shall be identified by reference to a report prepared by United (NA). On the date of each such contribution and after giving effect thereto, the Buyer shall own the Receivables so identified and contributed (collectively, the “Contributed Receivables”) and all Related Security with respect thereto.

SECTION 2.04.00    Collections.

(a) Unless otherwise agreed, the Collection Agent shall, on each Settlement Date, deposit into an account of the Buyer or the Buyer’s assignee all Collections of Transferred Receivables then held by the Collection Agent.

(b) In the event that an Originator believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the Buyer or the Buyer’s assignee, such Originator shall so advise the Buyer and, on the Business Day following such identification, the Buyer shall remit, or shall cause to be remitted, to such Originator all Collections so deposited which are identified, to the Buyer’s satisfaction, to be Collections of Receivables which are not Transferred Receivables.

SECTION 2.05.00    Settlement Procedures.

(a) If on any day, the Outstanding Balance of any Transferred Receivable is reduced or adjusted as a result of any Dilution, or any setoff or dispute between an Originator and an Obligor due to a claim arising out of the same or any other transaction or if on any day any of the representations and warranties made by an Originator in Section 4.01(i) with respect to any Transferred Receivable is no longer true, such Originator shall repurchase such Transferred

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Receivable on the next succeeding Settlement Date for a repurchase price equal to the Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If United Rentals is not the Collection Agent, each Originator shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price required to be paid pursuant to this subsection.

(b) Except as stated in subsection (a) of this Section or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Transferred Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables.

SECTION 2.06.00    Payments and Computations, Etc.

(a) All amounts to be paid or deposited by the Originators or the Collection Agent hereunder shall be paid or deposited no later than 11:00 A.M. (New York City time) on the day when due in same day funds to the account designated by the Buyer.

(b) Each Originator shall, to the extent permitted by law, pay to the Buyer interest on any amount not paid or deposited by such Originator (whether as Collection Agent or otherwise) when due hereunder at an interest rate per annum equal to 2% per annum above the prime rate, payable on demand.

(c) All computations of interest and all computations of fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

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ARTICLE III

CONDITIONS OF PURCHASES

SECTION 3.01.00    Conditions Precedent to Initial Purchase from the Originators.

The initial purchase of Receivables from the Originators hereunder is subject to the conditions precedent that the Buyer shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Buyer:

(a) A certificate of the Secretary or Assistant Secretary of each Originator certifying (i) copies of the resolutions of the Board of Directors of each corporate Originator and of the general partner of each limited partnership Originator, as applicable, approving this Agreement, (ii) copies of all documents evidencing other necessary corporate or limited partnership action and governmental approvals, if any, with respect to this Agreement and (iii) the names and true signatures of the officers of each Originator authorized to sign this Agreement and the other documents to be delivered by it hereunder.

(b) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial purchase, naming each Originator as the debtor/seller and the Buyer as the secured party/purchaser, or other similar instruments or documents, as the Buyer may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Buyer’s ownership of and security interest in the Collateral.

(c) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Originators.

(d) Completed requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (b) above and all other effective financing statements filed in the jurisdictions referred to in subsection (b) above that name the Originators as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables or Related Security).

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(e) A favorable opinion of counsel for each Originator, substantially in such form and as to such matters as the Buyer may reasonably request.

SECTION 3.02.00    Conditions Precedent to All Purchases.

Each purchase (including the initial purchase) hereunder shall be subject to the further conditions precedent that:

(a) on the date of such purchase the following statements shall be true (and each Originator, by accepting the amount of such purchase, shall be deemed to have certified that):

(i) the representations and warranties contained in Section 4.01 are correct on and as of the date of such purchase as though made on and as of such date and

(ii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Event of Termination or an Incipient Event of Termination,

(b) the Buyer shall not have delivered to the Originators a notice that the Buyer shall not make any further Purchases hereunder; and

(c) the Buyer shall have received such other approvals, opinions or documents as the Buyer may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01.00    Representations and Warranties of the Originators.

Each Originator represents and warrants as follows:

(a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

(b) The execution, delivery and performance by such Originator of this Agreement and the other documents to be delivered by it hereunder, including

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the Originator’s sale and contribution of Receivables hereunder, (i) are within the Originator’s corporate or limited partnership powers, (ii) have been duly authorized by all necessary corporate or limited partnership action, (iii) do not contravene (1) the Originator’s charter or by-laws or limited partnership agreement, (2) any law, rule or regulation applicable to the Originator, (3) any contractual or limited partnership agreement restriction binding on or affecting the Originator or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Originator or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the transfer of the Originator’s interest in the Transferred Receivables pursuant to this Agreement); and no transaction contemplated by this Agreement requires compliance with any bulk sales act or similar law. This Agreement has been duly executed and delivered by a duly authorized officer of the Originator.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Originator of this Agreement or any other document to be delivered hereunder, except for the filing of UCC financing statements which are referred to herein.

(d) This Agreement constitutes the legal, valid and binding obligation of the Originator enforceable against the Originator in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e) Sales and contributions made pursuant to this Agreement will constitute a valid sale, transfer and assignment of the Transferred Receivables to the Buyer, enforceable against creditors of, and purchasers from, the Originator. The Originator shall have no remaining property interest in any Transferred Receivable.

(f) The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been furnished to the Buyer, fairly present the financial condition of United Rentals and its Subsidiaries as at such date and the results of the operations of United Rentals and its Subsidiaries for the

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period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since the end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of United Rentals and its Subsidiaries.

(g) There is no pending or, to the Originator’s knowledge, threatened action or proceeding affecting the Originator before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Originator or the ability of the Originator to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement; the Originator is not in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the business or operations of the Originator.

(h) No proceeds of any purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

(i) Each Transferred Receivable, together with the Related Security, is owned (prior to its sale or contribution hereunder) by the Originator free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Buyer). When the Buyer makes a purchase or receives a contribution of a Contributed Receivable it shall acquire valid ownership of each Transferred Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Buyer). No effective financing statement or other instrument similar in effect covering any Contract or any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Buyer relating to this Agreement and those filed pursuant to the SPV Purchase Agreement and the Receivables Agreement.

(j) Each report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Originator to the Buyer in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Buyer at such time) as of the date so furnished.

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(k) The principal place of business and chief executive office of the Originator and the office where the Originator keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b).

(l) The Originator is not known by and does not use any tradename or doing-business-as name.

(m) With respect to any programs used by the Originator in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, however, that the Collection Agent, if other than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Originators).

(n) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid by the Originator when due.

ARTICLE V

COVENANTS

SECTION 5.01.00    Covenants of the Originators.

From the date hereof until the first day following the Facility Termination Date on which all of the Transferred Receivables are either collected in full or have been written off as uncollectible:

(a) Compliance with Laws, Etc. Each Originator will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate or limited partnership existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not materially adversely affect the collectibility of the Transferred Receivables or the ability of such Originator to perform its obligations under this Agreement.

(b) Offices, Records and Books of Account. Each Originator will keep its principal place of business and chief executive office and the office where

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it keeps its records concerning the Transferred Receivables (and all original documents relating thereto) at the address of the Originator set forth in Section 9.02 of this Agreement or, upon 30 days’ prior written notice to the Buyer, at any other locations in jurisdictions where all actions required by Section 5.01(k) shall have been taken and completed. Each Originator also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Transferred Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Transferred Receivables (including, without limitation, records adequate to permit the daily identification of each new Transferred Receivable and all Collections of and adjustments to each existing Transferred Receivable). Each Originator shall make a notation in its books and records, including its computer files, to indicate which Receivables have been sold or contributed to the Buyer hereunder.

(c) Performance and Compliance with Contracts and Credit and Collection Policy. Each Originator will, at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Transferred Receivables (to the same extent as if the Transferred Receivables had not been sold or transferred), and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Transferred Receivable and the related Contract.

(d) Sales, Liens, Etc. Except for the sales and contributions of Receivables contemplated herein, no Originator will sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Transferred Receivable, Related Security or Collections, or upon or with respect to any account to which any Collections of any Transferred Receivable are sent, or assign any right to receive income in respect thereof.

(e) Extension or Amendment of Transferred Receivables. No Originator will extend, amend or otherwise modify the terms or any Transferred Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(f) Change in Business or Credit and Collection Policy. No Originator will make or permit any change in the character of its business or in the Credit and Collection Policy that would, in either case, materially adversely affect

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the collectibility of the Transferred Receivables or the ability of such Originator to perform its obligations under this Agreement.

(g) Deposits to Lock-Box Accounts. Each Originator will deposit, or cause to be deposited, all Collections of Transferred Receivables into Lock-Box Accounts, and no Originator will deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections of Transferred Receivables.

(h) Marking Records. Each Originator will mark its master data processing records and, at the request of the Buyer, each Contract giving rise to Purchased Receivables and all other relevant records evidencing the Receivables which are the subject of each purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement.

(i) Reporting Requirements. United Rentals will provide to the Buyer the following:

(i) as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of United Rentals, balance sheets of United Rentals and its Subsidiaries as of the end of such quarter and statements of income and retained earnings of United Rentals and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of United Rentals;

(ii) as soon as available and in any event within 90 days after the end of each fiscal year of United Rentals, a copy of the annual report for such year for United Rentals and its Subsidiaries, containing financial statements for such year audited by Ernst & Young or other independent public accountants acceptable to the Buyer or its designee;

(iii) as soon as possible and in any event within five days after the occurrence of each Event of Termination or Incipient Event of Termination, a statement of the chief financial officer or treasurer of United Rentals setting forth details of such Event of Termination or Incipient Event of Termination and the action that applicable Originator has taken and proposes to take with respect thereto;

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(iv) promptly after the sending or filing thereof, copies of all reports that United Rentals sends to any of its securityholders, and copies of all reports and registration statements that United Rentals or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange;

(v) promptly after the filing or receiving thereof, copies of all reports and notices that United Rentals or any Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that United Rentals or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which United Rentals or any Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on United Rentals and/or any such Affiliate in excess of $1,000,000;

(vi) at least ten Business Days prior to any change in any Originator’s name, a notice setting forth the new name and the effective date thereof and UCC-3 amendments to UCC-1 financing statements filed in connection with this Agreement;

(vii) at the time of the delivery of the financial statements provided for in clauses (i) and (ii) of this paragraph, a certificate of the chief financial officer or the treasurer of United Rentals to the effect that, to the best of such officer’s knowledge, no Event of Termination has occurred and is continuing or, if any Event of Termination has occurred and is continuing, specifying the nature and extent thereof;

(viii) such other information respecting the Transferred Receivables or the condition or operations, financial or otherwise, of the Originators as the Buyer may from time to time reasonably request;

(ix) promptly after United Rentals obtains knowledge thereof, notice of any (a) litigation, investigation or proceeding which may exist at any time between an Originator and any governmental authority which, in either case, if not cured or if adversely determined, as the case may be, would have a material adverse effect on the business, operations, property or financial or other condition of an Originator; (b) litigation or proceeding

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adversely affecting an Originator’s ability to perform its obligations under this Agreement; or (c) litigation or proceeding adversely affecting an Originator in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; and

(x) promptly after the occurrence thereof, notice of a material adverse change in the business, operations, property or financial condition of an Originator.

(j) Mergers, Etc. No Originator will merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) other than as contemplated by this Agreement to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person.

(k) Further Assurances.

(i) Each Originator agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Buyer or its assignee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of Receivables under this Agreement, or to enable the Buyer or its assignee to exercise and enforce their respective rights and remedies under this Agreement. Without limiting the foregoing, each Originator will, upon the request of the Buyer or its assignee,

(x) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable to perfect, protect or evidence such Transferred Receivables;

(y) mark conspicuously each invoice in their files evidencing each Transferred Receivable with a legend, acceptable to the Buyer, evidencing that such Receivable has been sold and

(z) deliver to the Buyer copies of all Contracts relating to the Transferred Receivables and all records relating to such Contracts and the Transferred Receivables, whether in hard copy or in magnetic tape

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or diskette format (which if in magnetic tape or diskette format shall be compatible with the Buyer’s computer equipment).

(ii) Each Originator authorizes the Buyer or its assignee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Transferred Receivables, the Related Security and the Collections with respect thereto without the signature of the Originator where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.

(iii) Each Originator authorizes the Buyer or its assignee to take any and all steps in the Originator’s name and on behalf of the Originator that are necessary or desirable, in the determination of the Buyer, to collect amounts due under the Transferred Receivables, including, without limitation, endorsing the Originator’s name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security.

(l) Audits. Each Originator will, from time to time during regular business hours as requested by the Buyer or its assigns, permit the Buyer, or its agents, representatives or assigns

(i) to conduct periodic audits of the Transferred Receivables, the Related Security and the related books and records and collections systems of the Collection Agent (including any subcontractor) and the Originator;

(ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Collection Agent (including any subcontractor) or the Originator relating to Transferred Receivables and the Related Security, including, without limitation, the related Contracts and

(iii) to visit the offices and properties of the Collection Agent (including any subcontractor) or the Originator for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to Transferred Receivables and the Related Security or the Originator’s performance hereunder or under the Contracts with any of the officers or

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employees of the Collection Agent or Originator having knowledge of such matters.

Upon the request of the Buyer or its designee (no more than every six months unless an Event of Termination or Incipient Event of Termination has occurred), the Originator will, at its expense, appoint independent public accountants (which may, with the consent of the Buyer or its designee, be United Rental’s regular independent public accountants), or utilize the representatives or auditors of the Buyer or its designee, to prepare and deliver to the Buyer or its designee a written report with respect to the Transferred Receivables and the Credit and Collection Policy (including, in each case, the systems, procedures and records relating thereto) on a scope and in a form reasonably requested by the Buyer or its designee.

(m) Payment of Sales Taxes. Each Originator will pay all sales, excise or other taxes with respect to the Receivables to the applicable taxing authority when due, and will, upon the request of the Buyer, provide the Buyer with evidence of such payment.

SECTION 5.02.00    Covenant of the Originators and the Buyer.

The Originators and the Buyer have structured this Agreement with the intention that each purchase of Receivables hereunder be treated as a sale of such Receivables by the Originators to the Buyer for all purposes. The Originators and the Buyer shall record each purchase as a sale or purchase, as the case may be, on its books and records, and reflect each purchase in its financial statements and tax returns as a sale or purchase, as the case may be. In the event that, contrary to the mutual intent of the Originators and the Buyer, any purchase of Receivables hereunder is not characterized as a sale, the Originators shall, effective as of the date hereof, be deemed to have granted (and each Originator hereby does grant) to the Buyer a first priority security interest in and to any and all Receivables, all Related Security with respect to such Receivables and all Collections with respect thereto (the “Collateral”) to secure the repayment of all amounts advanced to the Originators hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.

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ARTICLE VI

ADMINISTRATION AND COLLECTION OF RECEIVABLES

SECTION 6.01.00    Designation and Responsibilities of Collection Agent.

(a) The servicing, administration and collection of the Transferred Receivables shall be conducted by such Person (the “Collection Agent”) so designated hereunder from time to time. Until the Buyer or its designee gives notice to the Originator of the designation of a new Collection Agent, United Rentals is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. Notwithstanding the foregoing, as long as an interest in the Transferred Receivables is sold pursuant to the Receivables Agreement, the servicing, administration and collection of the Transferred Receivables will be arranged for and will be subject to the terms and conditions of the Receivables Agreement and related documents. Upon the termination of the Receivables Agreement, at a time when this Agreement shall continue to be in full force and effect, the Buyer and the Originators shall incorporate, in all substantial respects, the provisions of Article IV of the Receivables Agreement or shall provide for other arrangements for the servicing, administration and collection of the Transferred Receivables.

(b) Each Originator shall deliver to the Collection Agent to hold in trust for the Originator and the Buyer in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.

SECTION 6.02.00    Rights and Remedies.

(a) Each Originator will perform all of its obligations under the Contracts related to the Transferred Receivables to the same extent as if the Originators had not sold or contributed Receivables to the Buyer and the exercise by the Buyer of its rights hereunder shall not release the Originators from any of their duties and obligations with respect to the Transferred Receivables. The Buyer shall not have any obligation or liability with respect to any Transferred Receivables or related Contracts, nor shall the Buyer be obligated to perform any of the obligations of the Originators thereunder.

(b) The Originators shall cooperate with the Collection Agent in collecting amounts due from Obligors in respect of the Transferred Receivables.

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(c) Each Originator hereby grants to the Collection Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by the Originator or transmitted or received by Buyer (whether or not from the Originator) in connection with any Transferred Receivable.

SECTION 6.03.00    Transfer of Records to Buyer.

(a) Each purchase and contribution of Receivables hereunder shall include the transfer to the Buyer of all of the Originator’s right and title to and interest in the records relating to such Receivables and shall include a license to the use of the Originator’s computer software system to access and create such records. Such license shall be without royalty or payment of any kind, is coupled with an interest, and shall be irrevocable until all of the Transferred Receivables are either collected in full or have been written off the books as uncollectible.

(b) Each Originator shall take such action requested by the Buyer, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest in the records relating to the Transferred Receivables and rights (whether by ownership, license or sublicense) to the use of the Originator’s computer software system to access and create such records.

(c) In recognition of an Originator’s need to have access to the records transferred to the Buyer hereunder, the Buyer hereby grants to United Rentals a license to access such records in connection with any activity arising in the ordinary course of the Originator’s business or in performance of United Rentals’ duties as Collection Agent, provided that (i) United Rentals shall not disrupt or otherwise interfere with the Buyer’s use of and access to such records during such license period and (ii) each Originator consents to the assignment and delivery of the records (including any information contained therein relating to the Originator or its operations) to any assignees or transferees of the Buyer provided they agree to hold such records confidential. Such license shall be without royalty or payment of any kind, is coupled with an interest, and shall be irrevocable until all of the Transferred Receivables are either collected in full or have been written off the books as uncollectible.

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ARTICLE VII

EVENTS OF TERMINATION

SECTION 7.01.00    Events of Termination.

If any of the following events (“Events of Termination”) shall occur and be continuing:

(a) The Collection Agent (if United Rentals or any of its Affiliates) (i) shall fail to perform or observe any term, covenant or agreement under this Agreement (other than as referred to in clause (ii) of this paragraph (a)) and such failure shall remain unremedied for three Business Days or (ii) shall fail to make when due any payment or deposit to be made by it under this Agreement; or

(b) An Originator shall fail to make any payment required under Section 2.05(a) or 2.05(b); or

(c) Any representation or warranty made or deemed made by an Originator (or any of its officers) under or in connection with this Agreement or any information or report delivered by an Originator pursuant to this Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or

(d) An Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten days after written notice thereof shall have been given to such Originator by the Buyer; or

(e) United Rentals or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least $10,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required

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prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f) Any purchase or contribution of Receivables hereunder, the Related Security and the Collections with respect thereto shall for any reason cease to constitute valid ownership of such Receivables, Related Security and Collections free and clear of any Adverse Claim other than the security interest created pursuant to Section 5.02 hereof; or

(g) An Originator shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against an Originator seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or an Originator shall take any corporate or limited partnership action to authorize any of the actions set forth above in this subsection (g); or

(h) There shall have occurred any material adverse change in the business, operations, property or financial condition of an Originator since the end of its most recent fiscal quarter; or there shall have occurred any event which may materially adversely affect the collectibility of the Transferred Receivables or the ability of an Originator to collect Transferred Receivables or otherwise perform its obligations under this Agreement;

then, and in any such event, the Buyer may, by notice to the Originators, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred) provided, that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraph (g) of this Section 7.01, the Facility Termination Date shall occur. Upon any such declaration or designation or upon

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such automatic termination, the Buyer shall have, in addition to the rights and remedies under this Agreement, all other rights and remedies with respect to the Receivables provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.01.00    Indemnities by the Originators.

Without limiting any other rights which the Buyer may have hereunder or under applicable law, the Originators hereby, jointly and severally, agree to indemnify the Buyer and its assigns and transferees (each, an “Indemnified Party”) from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement or the ownership of Receivables or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) credit related recourse for uncollectible Receivables or (c) any income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, arising out of or as a result of this Agreement or the ownership of Receivables or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing (but subject to the aforementioned exclusions), the Originators, jointly and severally, shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(a) any representation or warranty or statement made or deemed made by an Originator (or any of its officers) under or in connection with this Agreement, which shall have been incorrect in any material respect when made;

(b) the failure by an Originator to comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the related Contract; or the failure of any Transferred Receivable or the related Contract to conform to any such applicable law, rule or regulation;

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(c) the failure to vest in the Buyer absolute ownership of the Receivables that are, or that purport to be, the subject of a purchase or contribution under this Agreement and the Related Security and Collections in respect thereof free and clear of any Adverse Claim;

(d) the failure of an Originator to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables that are, or that purport to be, the subject of a purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, whether at the time of any purchase or contribution or at any subsequent time;

(e) without double counting for any Dilution for which a repurchase has been made under Section 2.05 of this Agreement, any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or any other credit related losses) of the Obligor to the payment of any Receivable that is, or that purports to be, the subject of a purchase or contribution under this Agreement (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (to the extent such collection activities were performed by an Originator or any of its Affiliates acting as Collection Agent);

(f) any failure of an Originator to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under any Contract related to a Transferred Receivable;

(g) any products liability or other claim (including any claim for unpaid sales, excise or other taxes) arising out of or in connection with merchandise, insurance or services which are the subject of any Contract;

(h) the commingling of Collections of Transferred Receivables by an Originator or a designee of an Originator, as Collection Agent or otherwise, at any time with other funds of such Originator or an Affiliate of such Originator or the failure of Collections to be deposited into Lock-Box Accounts;

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(i) any investigation, litigation or proceeding related to this Agreement or the ownership of Receivables, the Related Security, or Collections with respect thereto or in respect of any Receivable, Related Security or Contract;

(j) any Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Collection Agent Fees payable hereunder;

(k) any failure of an Originator to comply with its covenants contained in Section 5.01; or

(l) any claim brought by any Person other than an Indemnified Party arising from any activity by an Originator or any Affiliate of an Originator in servicing, administering or collecting any Transferred Receivable.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01.00    Amendments, Etc.

No amendment or waiver of any provision of this Agreement or consent to any departure by the Originator therefrom shall be effective unless in a writing signed by the Buyer and, in the case of any amendment, also signed by the Originators. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Buyer to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

SECTION 9.02.00    Notices, Etc.

All notices, demands, consents, requests and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (which shall include electronic transmission), shall be personally delivered, express couriered, electronically transmitted (in which case receipt shall be confirmed by telephone and a hard copy shall also be sent by regular mail) or mailed by registered or certified mail and shall, unless otherwise expressly provided herein, be effective when received at the address specified below for the listed parties or at such other address as shall be specified in a written notice furnished to the other parties hereunder.

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If to the Originators:

UNITED RENTALS (NORTH AMERICA), INC.

5 Greenwich Office Park

Greenwich, CT 06830

Attention:            Elliott Mayer

Tel. No.:              (203) 618-7202

Facsimile No.:     (203) 622-4325

UNITED RENTALS NORTHWEST, INC.

5 Greenwich Office Park

Greenwich, CT 06830

Attention:            Elliott Mayer

Tel. No.:              (203) 618-7202

Facsimile No.:     (203) 622-4325

UNITED RENTALS SOUTHEAST, L.P.

5 Greenwich Office Park

Greenwich, CT 06830

Attention:            Elliott Mayer

Tel. No.:              (203) 618-7202

Facsimile No.:     (203) 622-4325

UNITED EQUIPMENT RENTALS GULF, L.P.

5 Greenwich Office Park

Greenwich, CT 06830

Attention:            Elliott Mayer

Tel. No.:              (203) 618-7202

Facsimile No.:     (203) 622-4325

If to the Buyer:

UNITED RENTALS RECEIVABLES LLC I

5 Greenwich Office Park

Greenwich, CT 06830

Attention:            Elliott Mayer

Tel. No.:              (203) 618-7202

Facsimile No.:     (203) 622-4325

27

If to the Collection Agent:

UNITED RENTALS, INC.

5 Greenwich Office Park

Greenwich, CT 06830

Attention:            Elliott Mayer

Tel. No.:              (203) 618-7202

Facsimile No.:     (203) 622-4325

SECTION 9.03.00 Binding Effect; Assignability.

(a)  This Agreement shall be binding upon and inure to the benefit of the Originators, the Buyer and their respective successors and assigns. In connection with any sale or assignment by the Buyer of all or a portion of the Transferred Receivables under the SPV Purchase Agreement, the buyer or assignee, as the case may be, shall, to the extent of its purchase or assignment, have all rights of the Buyer under this Agreement (as if such buyer or assignee, as the case may be, were the Buyer hereunder).

(b)  This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Facility Termination Date, when all of the Transferred Receivables are either collected in full or have been written off the books of the Originators as uncollectible; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Originators pursuant to Article IV shall be continuing and shall survive any termination of this Agreement.

SECTION 9.04.00 Costs, Expenses and Taxes.

(a)  In addition to the rights of indemnification granted to the Buyer pursuant to Article VIII hereof, each Originator, jointly and severally, agrees to pay on demand all costs and expenses in connection with the preparation, execution and delivery of this Agreement and the other documents and agreements to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Buyer with respect thereto and with respect to advising the Buyer as to its rights and remedies under this Agreement, and each Originator agrees to pay all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement and the other documents to be delivered hereunder excluding, however, any costs of enforcement or collection of Transferred Receivables.

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(b) In addition, each Originator agrees to pay any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and each Originator agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

SECTION 9.05.00    No Proceedings.

Each Originator hereby agrees that it will not institute against the Buyer any proceeding of the type referred to in Section 7.01(g) so long as there shall not have elapsed one year plus one day since the later of (i) the Facility Termination Date and (ii) the date on which all of the Transferred Receivables are either collected in full or have been written off the books of the Originators as uncollectible.

SECTION 9.06.00    Confidentiality.

Unless otherwise required by applicable law or banking regulation, each party hereto agrees to maintain the confidentiality of this Agreement (and all drafts thereof) in communications with third parties and otherwise; provided that this Agreement may be disclosed to (a) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the other party hereto, (b) such party’s legal counsel and auditors and the Buyer’s assignees, if they agree in each case to hold it confidential and (c) as required by law.

SECTION 9.07.00    GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO), EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE BUYER’S OWNERSHIP OF OR SECURITY INTEREST IN THE RECEIVABLES AND RELATED SECURITY OR REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

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SECTION 9.08.00    SUBMISSION TO JURISDICTION.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

SECTION 9.09.00    WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

SECTION 9.10.00    Third Party Beneficiary.

Each of the parties hereto hereby acknowledges that the Buyer intends to assign rights under this Agreement pursuant to the SPV Purchase Agreement and that such assignees may (except as otherwise agreed to by such assignees) further assign their rights under this Agreement, and the Originators hereby consent to any such assignments. All such assignees, including parties to the SPV Purchase Agreement and the Receivables Agreement in the case of assignment to such parties, shall be third party beneficiaries of, and shall be entitled to enforce the Buyer’s rights and remedies under, this Agreement to the same extent as if they

30

were parties hereto, except to the extent specifically limited under the terms of their assignment.

SECTION 9.11.00    Execution in Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.12.00    Survival of Termination.

The provisions of Article VIII and Sections 9.04, 9.05 and 9.06 shall survive any termination of this Agreement.

SECTION 9.13.00    Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ORIGINATORS:

UNITED RENTALS (NORTH AMERICA), INC.
By:	/S/    MICHAEL J. NOLAN
	Name:    Michael J. Nolan Title:      Assistant Secretary

UNITED RENTALS NORTHWEST, INC.
By:	/S/    MICHAEL J. NOLAN
	Name:    Michael J. Nolan Title:      Secretary

UNITED RENTALS SOUTHEAST, L.P.
By:	/S/    MICHAEL J. NOLAN
	Name:    Michael J. Nolan Title:      Secretary

UNITED EQUIPMENT RENTALS GULF, L.P.
By:	/S/    MICHAEL J. NOLAN
	Name:    Michael J. Nolan Title:      Secretary

BUYER:  

UNITED RENTALS RECEIVABLES LLC I
By:	/S/    ANDREW L. STIDD
	Name:    Andrew L. Stidd Title:      Assistant Secretary

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COLLECTION AGENT:

UNITED RENTALS, INC.
By:	/S/    MICHAEL J. NOLAN
	Name:    Michael J. Nolan Title:      Assistant Secretary

33

ANNEX A

CREDIT AND COLLECTION POLICY

A-1

ANNEX B

LOCK-BOX BANKS

B-1

PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of December 21, 2000

between

UNITED RENTALS (NORTH AMERICA), INC.,

UNITED RENTALS NORTHWEST, INC.,

UNITED RENTALS SOUTHEAST, L.P.,

UNITED EQUIPMENT RENTALS GULF, L.P.

as Originators

UNITED RENTALS, INC.,

as Collection Agent

and

UNITED RENTALS RECEIVABLES LLC I

as Buyer

TABLE OF CONTENTS

Page

PRELIMINARY STATEMENTS	1
ARTICLE I DEFINITIONS	1
SECTION 1.01. Certain Defined Terms	1
SECTION 1.02. Other Terms	6
ARTICLE II AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS	6
SECTION 2.01. Facility	6
SECTION 2.02. Making Purchases	6
SECTION 2.03. Contributions	7
SECTION 2.04. Collections	7
SECTION 2.05. Settlement Procedures	8
SECTION 2.06. Payments and Computations, Etc.	8
ARTICLE III CONDITIONS OF PURCHASES	9
SECTION 3.01. Conditions Precedent to Initial Purchase from the Originators	9
SECTION 3.02. Conditions Precedent to All Purchases	10
ARTICLE IV REPRESENTATIONS AND WARRANTIES	10
SECTION 4.01. Representations and Warranties of the Originators	10
ARTICLE V COVENANTS	13
SECTION 5.01. Covenants of the Originators	13
SECTION 5.02. Covenant of the Originators and the Buyer	19
ARTICLE VI ADMINISTRATION AND COLLECTION OF RECEIVABLES	20
SECTION 6.01. Designation and Responsibilities of Collection Agent	20
SECTION 6.02. Rights and Remedies	20
SECTION 6.03. Transfer of Records to Buyer	21
ARTICLE VII EVENTS OF TERMINATION	22
SECTION 7.01. Events of Termination	22
ARTICLE VIII INDEMNIFICATION	24
SECTION 8.01. Indemnities by the Originators	24
ARTICLE IX MISCELLANEOUS	26
SECTION 9.01. Amendments, Etc.	26
SECTION 9.02. Notices, Etc.	27
SECTION 9.03. Binding Effect; Assignability	28
SECTION 9.04. Costs, Expenses and Taxes	29
SECTION 9.05. No Proceedings	29
SECTION 9.06. Confidentiality	29
SECTION 9.07. GOVERNING LAW	30
SECTION 9.08. SUBMISSION TO JURISDICTION	30
SECTION 9.09. WAIVER OF JURY TRIAL	31
SECTION 9.10. Third Party Beneficiary	31
SECTION 9.11. Execution in Counterparts	31
SECTION 9.12. Survival of Termination	31
SECTION 9.13. Severability	31

ANNEXES

ANNEX A                 Credit and Collection Policy

ANNEX B                 Lock-Box Banks

i

EX-10.(F)

Exhibit 10(f)

AMENDMENT 1 TO PURCHASE AND CONTRIBUTION AGREEMENT

AMENDMENT, dated as of January 9, 2001, to the Purchase and Contribution Agreement, dated as of December 21, 2000, as amended to date (the “Purchase Agreement”), among UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation, UNITED RENTALS NORTHWEST, INC., an Oregon corporation, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas limited partnership (each an “Originator” and collectively, the “Originators”), UNITED RENTALS, INC., a Delaware corporation, (“United Rentals”), as Collection Agent, and UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (the “Buyer”).

RECITALS

WHEREAS, the Originators and the Buyer have agreed subject to the terms and conditions of this Amendment, to amend the Purchase Agreement as hereinafter set forth. Terms used herein but not defined herein shall have the meaning assigned thereto in the Purchase Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Amendment of Purchase Agreement.    Annex B to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth in the new Annex B attached to this Amendment.

2. Execution in Counterparts, Etc.    This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment. The delivery of a signed signature page to this Amendment by telecopy transmission shall constitute due execution and delivery of this Amendment for all purposes.

3. Purchase Agreement in Full Force and Effect.    Except as amended by this Amendment, all of the provisions of the Purchase Agreement and all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full force and effect from and after the date hereof.

4. References to Purchase Agreement.    From and after the date hereof, (a) all references in the Purchase Agreement to “this Agreement,” “hereof,” “herein,” or similar terms and (b) all references to the Purchase Agreement in each agreement, instrument and other document executed or delivered in connection with the Purchase Agreement, shall mean and refer to the Purchase Agreement, as amended by this Amendment.

5. Further Assurances.    The parties hereto agree to execute and deliver any and all further agreements, certificates and other documents reasonably necessary to implement the provisions of this Amendment.

6. Governing Law.    This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to the conflict of laws principles thereof.

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ORIGINATORS:	UNITED RENTALS (NORTH AMERICA), INC.
	By:
	Name:
	Title:
	UNITED RENTALS NORTHWEST, INC.
	By:
	Name:
	Title:
	UNITED RENTALS SOUTHEAST, L.P.
	By:
	Name:
	Title:
	UNITED EQUIPMENT RENTALS GULF, L.P.
	By:
	Name:
	Title:
BUYER:	UNITED RENTALS RECEIVABLES LLC I
	By:
	Name:
	Title:

3

ANNEX B

LOCK-BOX ACCOUNTS

Sugarland Office	National Accounts
United Rentals—Houston	United Rentals
P.O. Box 4719	P.O. Box 846394
Houston, TX 77210-4719	Dallas, TX 75284-6394
Comerica	Bank of America
Acct# 1851045144	Acct# 2870769692
Arlington Office	Crofton, MD—Maryland
United Rentals—Dallas	United Rentals, Inc.
P.O. Box 891413	P.O. Box 100711
Dallas, TX 75389-1413	Atlanta, GA 30384-0711
Comerica	Bank of America
Acct# 1851045151	Acct# 005041239194
Batavia, NY—Aerial Division	St. Louis Office
Includes Charlotte, NC; Crofton, MD; Fairfield, CT; Lexington, KY United Rentals (North America), Inc. Box 19633A Newark, NJ 07195-0633 Bank of New York Acct# 8900341343	United Rentals, Inc. P.O. Box 503330 St. Louis, MO 63150-3330 Bank of America Acct# 005041239204
Sacramento, CA—NorCal, Nevada
United Rentals—Sacramento, CA
P.O. Box 45042
San Francisco, CA 94145-5042
Union Bank of California
Acct# 2380004901

4

EX-10.(G)

EXHIBIT 10(g)

AMENDMENT 2 TO PURCHASE AND CONTRIBUTION AGREEMENT

AMENDMENT, dated as of June 26, 2001, to the Purchase and Contribution Agreement, dated as of December 21, 2000, as amended as of January 9, 2001 (the “Purchase Agreement”), among UNITED RENTALS (NORTH AMERICA), INC., a Delaware corporation, UNITED RENTALS NORTHWEST, INC., an Oregon corporation, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas limited partnership (each an “Originator” and collectively, the “Originators”), UNITED RENTALS, INC., a Delaware corporation, (“United Rentals”), as Collection Agent, and UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (the “Buyer”).

RECITALS

WHEREAS, the Originators and the Buyer have agreed subject to the terms and conditions of this Amendment, to amend the Purchase Agreement as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1.  Defined Terms.    Capitalized terms, unless otherwise defined herein, shall have the meanings assigned thereto in the Purchase Agreement.

2.  Amendment of Purchase Agreement.    The Purchase Agreement shall be and is hereby amended as of the date hereof as follows:

(a)  Section 1.01 of the Purchase Agreement is amended to add the following definition after the definition of “Affiliate:”

“Blocked Account” means one or more accounts listed in Annex C, under the exclusive ownership and control of United Receivables-II (or its assignees or designees), maintained at a bank or other financial institution for the purpose of receiving Collections which are deposited by the Originators.

(b)  Section 5.01(g) to the Purchase Agreement is deleted in its entirety and replaced with the following:

1

(g)  Deposits to Blocked Accounts.    Each Originator will deposit, or cause to be deposited, any Collections of Transferred Receivables which it receives into a Blocked Account, and no Originator will deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account or Blocked Account cash or cash proceeds other than Collections of Transferred Receivables.

(c)  Annex B to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth in the new Annex B attached to this Amendment.

(d)  Attached hereto is Annex C to the Purchase Agreement.

3.  Execution in Counterparts, Etc.    This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment. The delivery of a signed signature page to this Amendment by telecopy transmission shall constitute due execution and delivery of this Amendment for all purposes.

4.  Purchase Agreement in Full Force and Effect.    Except as amended by this Amendment, all of the provisions of the Purchase Agreement and all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full force and effect from and after the date hereof.

5.  References to Purchase Agreement.    From and after the date hereof, (a) all references in the Purchase Agreement to “this Agreement,” “hereof,” “herein,” or similar terms and (b) all references to the Purchase Agreement in each agreement, instrument and other document executed or delivered in connection with the Purchase Agreement, shall mean and refer to the Purchase Agreement, as amended by this Amendment.

6.  Further Assurances.    The parties hereto agree to execute and deliver any and all further agreements, certificates and other documents reasonably necessary to implement the provisions of this Amendment.

7.  Governing Law.    This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to the conflict of laws principles thereof.

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ORIGINATORS:	UNITED RENTALS (NORTH AMERICA), INC.
	By:
		Name: Title:
	UNITED RENTALS NORTHWEST, INC.
	By:
		Name: Title:
	UNITED RENTALS SOUTHEAST, L.P.
	By:
		Name: Title:
	UNITED EQUIPMENT RENTALS GULF, L.P.
	By:
		Name: Title:
BUYER:	UNITED RENTALS RECEIVABLES LLC I
	By:
		Name: Title:

Consented as of the date

first above written

UNITED RENTALS RECEIVABLES LLC II

By:                                                                                        

Name:  

Title:

3

EX-10.(H)

Exhibit 10(h)

PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of December 21, 2000

UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (the “Seller”), UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Purchaser”), and UNITED RENTALS, INC., a Delaware corporation, as Collection Agent, agree as follows:

PRELIMINARY STATEMENTS

(1)  Certain terms which are capitalized and used throughout this Agreement (in addition to those defined above) are defined in Article I of this Agreement.

(2)  The Seller has Receivables that it wishes to sell to the Purchaser, and the Purchaser is prepared to purchase such Receivables on the terms set forth herein.

(3)  The Seller may also wish to contribute Receivables to the capital of the Purchaser on the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.00    Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Adverse Claim” means a lien, security interest, or other charge or encumbrance, or any other type of preferential arrangement.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

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“Business Day” means any day on which banks are not authorized or required to close in New York City.

“Collateral” means all Transferred Receivables, all Related Security with respect to such Transferred Receivables, all Collections with respect thereto and other proceeds of such Receivables and Related Security and the collateral security described in Section 5.03 of this Agreement.

“Collection Agent” means at any time the Person then authorized pursuant to Section 6.01 to service, administer and collect Transferred Receivables.

“Collections” means, with respect to any Receivable, (a) all funds which are received by the Seller or the Collection Agent in payment of any amounts owed in respect of such Receivable (including, without limitation, purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other party directly or indirectly liable for the payment of such Receivable and available to be applied thereon), (b) all Collections deemed to have been received pursuant to Section 2.05 and (c) all other proceeds of such Receivable.

“Contract” means an agreement between an Originator and an Obligor, substantially in the form of one of the written contracts or (in the case of any open account agreement) one of the invoices approved by the Purchaser, pursuant to or under which such Obligor shall be obligated to pay for merchandise, insurance or services from time to time.

“Contributed Receivable” has the meaning specified in Section 2.03.

“Credit and Collection Policy” means those receivables credit and collection policies and practices of the Originators in effect on the date of this Agreement applicable to the Receivables, as modified in compliance with this Agreement.

“Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise)

2

to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Deferred Purchase Price” means unsecured loans made by the Seller to the Purchaser to enable the Purchaser to acquire Purchased Receivables, which loans will bear interest at a rate agreed upon by the parties hereto and will be due and payable one year after the Facility Termination Date.

“Dilution” means, with respect to any Receivable, the aggregate amount of any reductions or adjustments in the Outstanding Balance of such Receivable as a result of any defective, rejected, returned, repossessed or foreclosed merchandise or services or any rebate, sales allowance, cash discount or other adjustment or setoff.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Event of Termination” has the meaning specified in Section 7.01.

“Facility Termination Date” means the earlier of (i) the date of termination of the facility pursuant to Section 7.01 and (ii) the date which the Seller designates by at least two Business Days’ notice to the Purchaser.

“Incipient Event of Termination” means an event that but for notice or lapse of time or both would constitute an Event of Termination.

“Indemnified Amounts” has the meaning specified in Section 8.01.

“Lock-Box Account” means one or more accounts, under the exclusive ownership and control of the Purchaser (or its assignees or designees), maintained at a bank or other financial institution for the purpose of receiving Collections.

“Lock-Box Agreement” means an agreement among United Rentals, the Purchaser (or its assignees or designees) and any Lock-Box Bank in form and substance satisfactory to the Purchaser (or its assignees or designees).

“Lock-Box Bank” means any of the banks or other financial institutions holding one or more Lock-Box Accounts.

3

“Obligor” means, with respect to any Receivable, a Person obligated to make payments to an Originator pursuant to a Contract; provided that in the event that any payments in respect of a Contract are made by any other Person, such other Person shall also be deemed to be an Obligor.

“Originator” means each of United Rentals (North America), Inc., United Rentals Northwest, Inc., United Rentals Southeast, L.P., and United Equipment Rentals Gulf, L.P. and each of their successors and permitted assigns.

“Originator Purchase Agreement” means the Purchase and Contribution Agreement, dated the date of the Agreement, between the Originators, as sellers, and the Seller, as purchaser, as the same may be amended, modified or restated from time to time.

“Other Corporations” means United Rentals, Inc. and all of its Subsidiaries except the Seller.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, unincorporated association, trust, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Purchase Date” means the date of each purchase of Receivables under this Agreement.

“Purchased Receivable” means any Receivable which, pursuant to Article II has been identified as a Purchased Receivable and purchased by the Purchaser.

“Receivable” means the indebtedness of any Obligor resulting from the provision or sale of merchandise, insurance or services to such Obligor by an Originator under a Contract generated by the Originator in the ordinary course of its business for which all actions required to be performed by the Originator have been performed, and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto, which Receivable has been acquired by the Seller by purchase or by capital contribution pursuant to the Originator Purchase Agreement.

4

“Receivables Agreement” means that certain Receivables Purchase Agreement, dated as of the date hereof, among the Purchaser, as seller, Atlantic Asset Securitization Corp., as purchaser, certain banks, Credit Lyonnais New York Branch, as agent, and United Rentals, as collection agent, as amended or restated from time to time.

“Related Security” means with respect to any Receivable:

(i)  all of the Seller’s interest in any merchandise (excluding any returned merchandise with respect to a Receivable which has been repurchased pursuant to Section 2.05 of this Agreement) relating to any sale giving rise to such Receivable;

(ii)  all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable;

(iii)  all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise; and

(iv)  the Contract and all other books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Receivable and the related Obligor.

“Settlement Date” means such day or days each month as are selected from time to time by the Purchaser or its designee in a written notice to the Collection Agent.

“Subsidiary” of a specified Person means any corporation of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such specified Person.

“Transferred Receivable” means a Purchased Receivable or a Contributed Receivable.

5

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“United Rentals” means United Rentals, Inc., a Delaware corporation, and it successors and permitted assigns.

SECTION 1.02.00    Other Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

ARTICLE II AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

SECTION 2.01.00    Facility.

On the terms and conditions hereinafter set forth and without recourse (except to the extent as is specifically provided herein), the Seller agrees to sell and the Purchaser agrees to purchase Receivables of the Seller from time to time during the period from the date hereof to the Facility Termination Date.

SECTION 2.02.00    Making Purchases.

(a)  Purchases. On the date of the initial purchase hereunder, the Seller shall sell, transfer, assign and convey to the Purchaser all Receivables owned by the Seller as of the close of business on the Business Day immediately preceding such Purchase Date. The Seller shall, on each Business Day occurring thereafter prior to the Facility Termination Date, sell, transfer, assign and convey to the Purchaser all Receivables owned by the Seller as of the close of business on the immediately preceding Business Day. On each Purchase Date, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, pay the purchase price for such purchase by (i) deposit of such amount in same day funds to the account designated by the Seller and/or (ii) Deferred Purchase Price equal to such amount.

(b)  Determination of Purchase Price.    The purchase price for the Receivables that are the subject of any purchase hereunder shall be determined on or prior to the date of such purchase, and shall be equal to the Outstanding Balance

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of such Receivables, minus a discount for such purchase determined by agreement of the parties.

(c)  Ownership of Receivables and Related Security. On each Purchase Date, after giving effect to each purchase, the Purchaser shall own the Purchased Receivables. The purchase of any Receivable shall include all Related Security with respect to such Receivable and all Collections with respect thereto and other proceeds of such Receivable and Related Security.

SECTION 2.03.00    Contributions.

The Seller may from time to time at its option, by notice to the Purchaser, identify Receivables which it proposes to contribute to the Purchaser as a capital contribution. Such Receivables shall be identified by reference to a report prepared by the Seller. On the date of each such contribution and after giving effect thereto, the Purchaser shall own the Receivables so identified and contributed (collectively, the “Contributed Receivables”) and all Related Security with respect thereto.

SECTION 2.04.00    Collections.

(a)  Unless otherwise agreed, the Collection Agent shall, on each Settlement Date, deposit into an account of the Purchaser or the Purchaser’s assignee all Collections of Transferred Receivables then held by the Collection Agent.

(b)  In the event that the Seller believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser’s assignee, the Seller shall so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, to the Seller all Collections so deposited which are identified, to the Purchaser’s satisfaction, to be Collections of Receivables which are not Transferred Receivables.

SECTION 2.05.00    Settlement Procedures.

(a) If on any day, the Outstanding Balance of any Transferred Receivable is reduced or adjusted as a result of any Dilution, or any setoff or dispute between the Seller and an Obligor due to a claim arising out of the same or any other transaction or if on any day any of the representations and warranties made by the Seller in Section 4.01(i) with respect to any Transferred Receivable is

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no longer true, the Seller shall repurchase such Transferred Receivable on the next succeeding Settlement Date for a repurchase price equal to the Outstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If the Seller is not the Collection Agent, the Seller shall pay to the Collection Agent on or prior to the next Settlement Date the repurchase price required to be paid pursuant to this subsection.

(b)  Except as stated in subsection (a) of this Section or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Transferred Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables.

SECTION 2.06.00    Payments and Computations, Etc.

(a)  All amounts to be paid or deposited by the Seller or the Collection Agent hereunder shall be paid or deposited no later than 11:00 A.M. (New York City time) on the day when due in same day funds to the account designated by the Purchaser.

(b)  The Seller shall, to the extent permitted by law, pay to the Purchaser interest on any amount not paid or deposited by the Seller (whether as Collection Agent or otherwise) when due hereunder at an interest rate per annum equal to 2% per annum above the prime rate, payable on demand.

(c)  All computations of interest and all computations of fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

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ARTICLE III

CONDITIONS OF PURCHASES

SECTION 3.01.00    Conditions Precedent to Initial Purchase from the Seller.

The initial purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser:

(a) A certificate of the Secretary or Assistant Secretary of the Seller certifying (i) copies of the resolutions of the Board of Directors of the Seller approving this Agreement, (ii) copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Agreement and (iii) the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other documents to be delivered by it hereunder.

(b) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial purchase, naming the Seller as the debtor/seller and the Purchaser as the secured party/purchaser, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Purchaser’s ownership of and security interest in the Collateral.

(c) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral.

(d) Completed requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (b) above and all other effective financing statements filed in the jurisdictions referred to in subsection (b) above that name the Seller or the Originators as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables or Related Security).

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(e) Copies of executed Lock-Box Agreements in respect of each Lock-Box Account, duly executed by United Rentals, the Purchaser and the Lock-Box Bank holding such Lock-Box Account.

(f) A favorable opinion of counsel for the Seller, substantially in such form and as to such matters as the Purchaser may reasonably request.

SECTION 3.02.00    Conditions Precedent to All Purchases.

Each purchase (including the initial purchase) hereunder shall be subject to the further conditions precedent that:

(a) on the date of such purchase the following statements shall be true (and the Seller, by accepting the amount of such purchase, shall be deemed to have certified that):

(i)  the representations and warranties contained in Section 4.01 are correct on and as of the date of such purchase as though made on and as of such date and

(ii)  no event has occurred and is continuing, or would result from such purchase, that constitutes an Event of Termination or an Incipient Event of Termination,

(b) the Purchaser shall not have delivered to the Seller a notice that the Purchaser shall not make any further Purchases hereunder; and

(c) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01.00    Representations and Warranties of the Seller.

The Seller represents and warrants as follows:

(a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

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(b) The execution, delivery and performance by the Seller of this Agreement and the other documents to be delivered by it hereunder, including the Seller’s sale and contribution of Receivables hereunder, (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) the Seller’s certificate of formation and limited liability company agreements, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the transfer of the Seller’s interest in the Transferred Receivables pursuant to this Agreement); and no transaction contemplated by this Agreement requires compliance with any bulk sales act or similar law. This Agreement has been duly executed and delivered by a duly authorized officer of the Seller.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Agreement or any other document to be delivered hereunder, except for the filing of UCC financing statements which are referred to herein.

(d) This Agreement constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e) Sales and contributions made pursuant to this Agreement will constitute a valid sale, transfer and assignment of the Transferred Receivables to the Purchaser, enforceable against creditors of, and purchasers from, the Seller. The Seller shall have no remaining property interest in any Transferred Receivable.

(f) There is no pending or, to the Seller’s knowledge, threatened action or proceeding affecting the Seller before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Seller or the ability of the Seller to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement; the Seller is not in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders

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of governmental agencies which defaults are not material to the business or operations of the Seller.

(g) No proceeds of any purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

(h) Each Transferred Receivable, together with the Related Security, is owned (prior to its sale or contribution hereunder) by the Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When the Purchaser makes a purchase or receives a contribution of a Contributed Receivable it shall acquire valid ownership of each Transferred Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). No effective financing statement or other instrument similar in effect covering any Contract or any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Purchaser relating to this Agreement and those filed pursuant to the Originator Purchase Agreement.

(i) Each report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Seller to the Purchaser in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished.

(j) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b).

(k) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Annex B (as the same may be updated from time to time pursuant to Section 5.01(g)).

(l) The Seller is not known by and does not use any tradename or doing-business-as name.

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(m) The Seller was formed on December 15, 2000 and the Seller did not engage in any business activities prior to the date of the Agreement. The Seller has no Subsidiaries other than the Purchaser.

(n) (i) The fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value of the assets of the Seller is not less than the amount that will be required to pay all probable liabilities of the Seller on its debts as they become absolute and matured, (iii) the Seller does not intend to, and does not believe that it will, incur Debt or liabilities beyond the Seller’s abilities to pay such Debt and liabilities as they mature and (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller’s property would constitute unreasonably small capital.

(o) With respect to each Receivable, the Seller (i) shall have received such Receivable as a contribution to the capital of the Seller by the Originators or (ii) shall have purchased such Receivable from the Originators in exchange for payment (made by the Seller to the Originators in accordance with the provisions of the Originator Purchase Agreement) of cash in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (ii) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by the Originators to the Seller and no such sale is voidable or subject to avoidance under any section of the Federal Bankruptcy Code.

(p) With respect to any programs used by the Seller in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, however, that the Collection Agent, if other than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Seller).

(q) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid when due.

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ARTICLE V

COVENANTS

SECTION 5.01.00    Covenants of the Seller.

From the date hereof until the first day following the Facility Termination Date on which all of the Transferred Receivables are either collected in full or have been written off as uncollectible:

(a) Compliance with Laws, Etc.    The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its limited liability company agreements, existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not materially adversely affect the collectibility of the Transferred Receivables or the ability of the Seller to perform its obligations under this Agreement.

(b) Offices, Records and Books of Account.    The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Transferred Receivables (and all original documents relating thereto) at the address of the Seller set forth in Section 9.02 of this Agreement or, upon 30 days’ prior written notice to the Purchaser, at any other locations in jurisdictions where all actions required by Section 5.01(k) shall have been taken and completed. The Seller also will require the Originators to maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Transferred Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Transferred Receivables (including, without limitation, records adequate to permit the daily identification of each new Transferred Receivable and all Collections of and adjustments to each existing Transferred Receivable). The Seller shall make a notation in its books and records, including its computer files, to indicate which Receivables have been sold or contributed to the Purchaser hereunder.

(c) Performance and Compliance with Contracts and Credit and Collection Policy.    The Seller will require, at its expense, that the Originators timely and fully perform and comply with all material provisions, covenants and

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other promises required to be observed by it under the Contracts related to the Transferred Receivables (to the same extent as if the Transferred Receivables had not been sold or transferred), and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Transferred Receivable and the related Contract.

(d) Sales, Liens, Etc.    Except for the sales and contributions of Receivables contemplated herein, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Transferred Receivable, Related Security or Collections, or upon or with respect to any account to which any Collections of any Transferred Receivable are sent, or assign any right to receive income in respect thereof.

(e) Extension or Amendment of Transferred Receivables.    The Seller will not extend, amend or otherwise modify the terms or any Transferred Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(f) Change in Business or Credit and Collection Policy.    The Seller will not make or permit any change in the character of its business or in the Credit and Collection Policy that would, in either case, materially adversely affect the collectibility of the Transferred Receivables or the ability of the Seller to perform its obligations under this Agreement.

(g) Deposits to Lock-Box Accounts.    The Seller will deposit, or cause to be deposited, any Collections of Transferred Receivables which it receives into Lock-Box Accounts, and the Seller will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections of Transferred Receivables.

(h) Marking Records.    The Seller will mark its master data processing records and, at the request of the Purchaser, each Contract giving rise to Purchased Receivables and all other relevant records evidencing the Receivables which are the subject of each purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement.

(i) Reporting Requirements.    The Seller will provide to the Purchaser the following:

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(i)  as soon as possible and in any event within five days after the occurrence of each Event of Termination or incipient Event of Termination, a statement of the chief financial officer or treasurer of the Seller setting forth details of such Event of Termination or incipient Event of Termination and the action that the Seller has taken and proposes to take with respect thereto;

(ii)  promptly after the filing or receiving thereof, copies of all reports and notices that the Seller files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that the Seller receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on the Seller in excess of $1,000,000;

(iii)  at least ten Business Days prior to any change in the Seller’s name, a notice setting forth the new name and the effective date thereof and amendments to UCC-1 financing statements filed in connection with this Agreement;

(iv)  promptly after the Seller obtains knowledge thereof, notice of any “Event of Termination” or “Facility Termination Date” under the Originator Purchase Agreement;

(v)  as soon as possible and in any event no later than the day of occurrence thereof, notice that the Originators have stopped selling or contributing to the Seller, pursuant to the Originator Purchase Agreement, all newly arising Receivables;

(vi)  promptly after receipt thereof, copies of all consents requested from the Seller by, and all notices or other documents received by the Seller from, the Originators under the Originator Purchase Agreement;

(vii)  such other information respecting the Transferred Receivables or the condition or operations, financial or otherwise, of the Seller as the Purchaser may from time to time reasonably request;

(viii)  promptly after the Seller obtains knowledge thereof, notice of any (a) litigation, investigation or proceeding which may exist at

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any time between the Seller and any governmental authority which, in either case, if not cured or if adversely determined, as the case may be, would have a material adverse effect on the business, operations, property or financial or other condition of the Seller; (b) litigation or proceeding adversely affecting the Seller’s ability to perform its obligations under this Agreement; or (c) litigation or proceeding adversely affecting the Seller in which the amount involved is $5,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; and

(ix)  promptly after the occurrence thereof, notice of a material adverse change in the business, operations, property or financial condition of the Seller.

(j)  Corporate Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.

(ii)   The Seller shall not direct or participate in the management of any of the Other Corporations’ operations.

(iii)  The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.

(iv)  The Seller shall at all times be adequately capitalized in light of its contemplated business.

(v)   The Seller shall at all times provide for its own operating expenses and liabilities from its own funds.

(vi)  The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other

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Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations.

(vii)  The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation.

(viii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation.

(ix)   The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations except for the Deferred Purchase Price.

(x)   The Seller shall hold regular duly noticed meetings of its Board of Directors and make and retain minutes of such meetings.

(xi)   The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations.

(xii)   The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by this Agreement and as contemplated by the Originator Purchase Agreement.

(xiii)   The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Receivables Agreement.

(k) Originator Purchase Agreement.    The Seller will not amend, waive or modify any provision of the Originator Purchase Agreement or waive the occurrence of any “Event of Termination” under the Originator Purchase Agreement, without giving prior written notice to the Purchaser and, if any such amendment, waiver or modification is material, without in each case the prior written consent of the Purchaser. The Seller will perform all of its obligations under the Originator Purchase Agreement in all material respects and will enforce

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the Originator Purchase Agreement in accordance with its terms in all material respects.

(l) Nature of Business.    The Seller will not engage in any business other than the purchase of Receivables, Related Security and Collections from the Originators and the transactions contemplated by the Agreement. The Seller will not create or form any Subsidiary.

(m) Mergers, Etc.    The Seller will not merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person, other than as contemplated by this Agreement and the Originator Purchase Agreement.

(n) Distributions, Etc.    The Seller will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Seller, or return any capital to its shareholders as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any shares of any class of capital stock of the Seller or any warrants, rights or options to acquire any such shares, now or hereafter outstanding; provided, however, that the Seller may declare and pay cash dividends on its capital stock to its shareholders so long as (i) no Event of Termination shall then exist or would occur as a result thereof, (ii) such dividends are in compliance with all applicable law including the corporate law of the state of the Seller’s incorporation, and (iii) such dividends have been approved by all necessary and appropriate corporate action of the Seller.

(o) Debt.    The Seller will not incur any Debt, other than any Debt incurred pursuant to the Agreement.

(p) Limited Liability Agreement.    The Seller will not amend or delete Sections 7 to 10, 16, 20 to 25 or 30 of its limited liability agreement.

(q) Further Assurances.

(i)  The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the

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Purchaser or its assignee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of Receivables under this Agreement, or to enable the Purchaser or its assignee to exercise and enforce their respective rights and remedies under this Agreement. Without limiting the foregoing, the Seller will, upon the reasonable request of the Purchaser or its assignee,

(x)  execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable to perfect, protect or evidence such Transferred Receivables;

(y)  mark conspicuously each invoice in their files evidencing each Transferred Receivable with a legend, acceptable to the Purchaser, evidencing that such Receivable has been sold and

(z)  deliver to the Purchaser copies of all Contracts relating to the Transferred Receivables and all records relating to such Contracts and the Transferred Receivables, whether in hard copy or in magnetic tape or diskette format (which if in magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment).

(ii)  The Seller authorizes the Purchaser or its assignee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Transferred Receivables, the Related Security and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.

(iii)   The Seller authorizes the Purchaser to take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, in the determination of the Purchaser, to collect amounts due under the Transferred Receivables, including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections of Transferred Receivables and enforcing the Transferred Receivables and the Related Security.

(r) Audits.    The Seller will, from time to time during regular business hours as requested by the Purchaser or its assigns, permit the Purchaser, or its agents, representatives or assigns

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(i) to conduct periodic audits of the Transferred Receivables, the Related Security and the related books and records and collections systems of the Collection Agent (including any subcontractor) and the Seller

(ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Collection Agent (including any subcontractor) or the Seller relating to Transferred Receivables and the Related Security, including, without limitation, the related Contracts, and

(iii) to visit the offices and properties of the Collection Agent (including any subcontractor) or the Seller for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to Transferred Receivables and the Related Security or the Seller’s performance hereunder or under the Contracts with any of the officers or employees of the Collection Agent or Seller having knowledge of such matters.

Upon the request of the Purchaser or its designee (no more than every six months unless an Event of Termination or incipient Event of Termination has occurred), the Seller will, at its expense, appoint independent public accountants (which may, with the consent of the Purchaser or its designee, be the Seller’s regular independent public accountants), or utilize the representatives or auditors of the Purchaser or its designee, to prepare and deliver to the Purchaser or its designee a written report with respect to the Transferred Receivables and the Credit and Collection Policy (including, in each case, the systems, procedures and records relating thereto) on a scope and in a form reasonably requested by the Purchaser or its designee.

(s) Payment of Sales Taxes.    The Seller will, and will require in its agreement with the Originators that each Originator will, pay all sales, excise or other taxes with respect to the Receivables to the applicable taxing authority when due, and will, upon the request of the Purchaser, provide the Purchaser with evidence of such payment.

SECTION 5.02.00    Covenant of the Seller and the Purchaser.

The Seller and the Purchaser have structured this Agreement with the intention that each purchase of Receivables hereunder be treated as a sale of such Receivables by the Seller to the Purchaser for all purposes. The Seller and the

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Purchaser shall record each purchase as a sale or purchase, as the case may be, on its books and records, and reflect each purchase in its financial statements and tax returns as a sale or purchase, as the case may be. In the event that, contrary to the mutual intent of the Seller and the Purchaser, any purchase of Receivables hereunder is not characterized as a sale, the Seller shall, effective as of the date hereof, be deemed to have granted (and each Seller hereby does grant) to the Purchaser a first priority security interest in and to any and all Receivables, all Related Security with respect to such Receivables and all Collections with respect thereto to secure the repayment of all amounts advanced to the Seller hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.

SECTION 5.03.00    Grant of Security Interest.

As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Purchaser for its benefit and the ratable benefit of its assigns, and hereby grants to the Purchaser for its benefit and the ratable benefit of its assigns, a security interest in, all of the Seller’s right, title and interest in, to and under (but none of the Seller’s obligations under) all of the following, whether now or hereafter existing or arising:

(a) the Originator Purchase Agreement, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement, (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder,

(b) all Receivables, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the

22

UCC) owned by the Seller and not otherwise purchased or scheduled to be purchased under this Agreement,

(c) the Lock-Box Accounts and all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing any of the foregoing and

(d) to the extent not included in the foregoing, all proceeds of any and all of the foregoing.

ARTICLE VI

ADMINISTRATION AND COLLECTION OF RECEIVABLES

SECTION 6.01.00    Designation and Responsibilities of Collection Agent.

(a) The servicing, administration and collection of the Transferred Receivables shall be conducted by such Person (the “Collection Agent”) so designated hereunder from time to time. Until the Purchaser or its designee gives notice to the Seller of the designation of a new Collection Agent, United Rentals is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collection Agent pursuant to the terms hereof. Notwithstanding the foregoing, as long as an interest in the Transferred Receivables is sold pursuant to the Receivables Agreement, the servicing, administration and collection of the Transferred Receivables will be arranged for and will be subject to the terms and conditions of the Receivables Agreement and related documents. Upon the termination of the Receivables Agreement, at a time when this Agreement shall continue to be in full force and effect, the Purchaser and the Seller shall incorporate, in all substantial respects, the provisions of Article IV of the Receivables Agreement or shall provide for other arrangements for the servicing, administration and collection of the Transferred Receivables.

(b) The Seller shall deliver to the Collection Agent to hold in trust for the Seller and the Purchaser in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Transferred Receivables.

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SECTION 6.02.00    Rights and Remedies.

(a) The Seller shall require that the Originators perform all of their obligations under the Contracts related to the Transferred Receivables to the same extent as if the Originators had not sold or contributed Receivables to the Seller and the exercise by the Purchaser of its rights hereunder shall not release the Seller or the Originators from any of their duties and obligations with respect to the Transferred Receivables. The Purchaser shall not have any obligation or liability with respect to any Transferred Receivables or related Contracts, nor shall the Purchaser be obligated to perform any of the obligations of the Seller or the Originators thereunder.

(b) The Seller shall cooperate with the Collection Agent in collecting amounts due from Obligors in respect of the Transferred Receivables.

(c) The Seller hereby grants to the Collection Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by the Seller or transmitted or received by Purchaser (whether or not from the Seller) in connection with any Transferred Receivable.

SECTION 6.03.00    Transfer of Records to Purchaser.

(a) Each purchase and contribution of Receivables hereunder shall include the transfer to the Purchaser of all of the Seller’s right and title to and interest in the records relating to such Receivables and shall include a license to the use of the Seller’s computer software system to access and create such records. Such license shall be without royalty or payment of any kind, is coupled with an interest, and shall be irrevocable until all of the Transferred Receivables are either collected in full or have been written off the books as uncollectible.

(b) The Seller shall take such action requested by the Purchaser, from time to time hereafter, that may be necessary or appropriate to ensure that the Purchaser has an enforceable ownership interest in the records relating to the Transferred Receivables and rights (whether by ownership, license or sublicense) to the use of the Seller’s computer software system to access and create such records.

(c) In recognition of the Seller’s need to have access to the records transferred to the Purchaser hereunder, the Purchaser hereby grants to United

24

Rentals a license to access such records in connection with any activity arising in the ordinary course of the Seller’s business or in performance of United Rentals’ duties as Collection Agent, provided that (i) United Rentals shall not disrupt or otherwise interfere with the Purchaser’s use of and access to such records during such license period and (ii) the Seller consents to the assignment and delivery of the records (including any information contained therein relating to the Seller or its operations) to any assignees or transferees of the Purchaser provided they agree to hold such records confidential. Such license shall be without royalty or payment of any kind, is coupled with an interest, and shall be irrevocable until all of the Transferred Receivables are either collected in full or have been written off the books as uncollectible.

ARTICLE VII

EVENTS OF TERMINATION

SECTION 7.01.00    Events of Termination.

If any of the following events (“Events of Termination”) shall occur and be continuing:

(a) The Collection Agent (if the Seller or any of its Affiliates) (i) shall fail to perform or observe any term, covenant or agreement under this Agreement (other than as referred to in clause (ii) of this paragraph (a)) and such failure shall remain unremedied for three Business Days or (ii) shall fail to make when due any payment or deposit to be made by it under this Agreement; or

(b) The Seller shall fail to make any payment required under Section 2.05(a) or 2.05(b); or

(c) Any representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any information or report delivered by the Seller pursuant to this Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or

(d) The Seller shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten days after written notice thereof shall have been given to the Seller by the Purchaser; or

25

(e) The Seller shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least $10,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f) Any purchase or contribution of Receivables hereunder, the Related Security and the Collections with respect thereto shall for any reason cease to constitute valid ownership of such Receivables, Related Security and Collections free and clear of any Adverse Claim other than the security interest created pursuant to Sections 5.02 and 5.03 hereof; or

(g) The Seller shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller shall take any corporate action to authorize any of the actions set forth above in this subsection (g); or

(h) an Event of Termination shall have occurred under the Receivables Agreement; or

26

(i) There shall have occurred any material adverse change in the business, operations, property or financial condition of the Seller since the end of its most recent fiscal quarter; or there shall have occurred any event which may materially adversely affect the collectibility of the Transferred Receivables or the ability of the Seller to collect Transferred Receivables or otherwise perform its obligations under this Agreement;

then, and in any such event, the Purchaser may, by notice to the Seller, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred) provided, that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraph (g) of this Section 7.01, the Facility Termination Date shall occur. Upon any such declaration or designation or upon such automatic termination, the Purchaser shall have, in addition to the rights and remedies under this Agreement, all other rights and remedies with respect to the Receivables provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.01.00    Indemnities by the Seller.

Without limiting any other rights which the Purchaser may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Purchaser and its assigns and transferees (each, an “IndemnifiedParty”) from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement or the ownership of Receivables or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) credit related recourse for uncollectible Receivables or (c) any income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, arising out of or as a result of this Agreement or the ownership of Receivables or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing (but subject to the aforementioned exclusions), the Seller shall pay on demand to each Indemnified Party any and all amounts

27

necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(a) any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement, which shall have been incorrect in any material respect when made;

(b) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Transferred Receivable or the related Contract; or the failure of any Transferred Receivable or the related Contract to conform to any such applicable law, rule or regulation;

(c) the failure to vest in the Purchaser absolute ownership of the Receivables that are, or that purport to be, the subject of a purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, or a first priority perfected security interest as provided in Section 5.03, in each case free and clear of any Adverse Claim;

(d) the failure of the Seller to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables that are, or that purport to be, the subject of a purchase or contribution under this Agreement and the Related Security and Collections in respect thereof, whether at the time of any purchase or contribution or at any subsequent time;

(e) without double counting for any Dilution for which a repurchase has been made under Section 2.05 of this Agreement, any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or any other credit related losses) of the Obligor to the payment of any Receivable that is, or that purports to be, the subject of a purchase or contribution under this Agreement (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (to the extent such collection activities were performed by the Seller acting as Collection Agent);

(f) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under any Contract related to a Transferred Receivable;

28

(g) any products liability or other claim (including any claim for unpaid sales, excise or other taxes) arising out of or in connection with merchandise, insurance or services which are the subject of any Contract;

(h) the commingling of Collections of Transferred Receivables by the Seller or a designee of the Seller, as Collection Agent or otherwise, at any time with other funds of the Seller or the failure of Collections to be deposited into Lock-Box Accounts;

(i) any investigation, litigation or proceeding related to this Agreement or the ownership of Receivables, the Related Security, or Collections with respect thereto or in respect of any Receivable, Related Security or Contract;

(j) any Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Collection Agent Fees payable to the Seller hereunder;

(k) any failure of the Seller to comply with its covenants contained in Section 5.01; or

(l) any claim brought by any Person other than an Indemnified Party arising from any activity by the Seller in servicing, administering or collecting any Transferred Receivable.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01.00 Amendments, Etc.

No amendment or waiver of any provision of this Agreement or consent to any departure by the Seller therefrom shall be effective unless in a writing signed by the Purchaser and, in the case of any amendment, also signed by the Seller. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Purchaser to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

29

SECTION 9.02.00 Notices, Etc.

All notices, demands, consents, requests and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (which shall include electronic transmission), shall be personally delivered, express couriered, electronically transmitted (in which case receipt shall be confirmed by telephone and a hard copy shall also be sent by regular mail) or mailed by registered or certified mail and shall, unless otherwise expressly provided herein, be effective when received at the address specified below for the listed parties or at such other address as shall be specified in a written notice furnished to the other parties hereunder.

If to the Seller:

UNITED RENTALS RECEIVABLES LLC I
5 Greenwich Office Park
Greenwich, CT 06830
Attention:	Elliott Mayer
Tel. No.:	(203) 618-7202
Facsimile No.:	(203) 622-4325

If to the Purchaser:

UNITED RENTALS RECEIVABLES LLC II
5 Greenwich Office Park
Greenwich, CT 06830
Attention:	Elliott Mayer
Tel. No.:	(203) 618-7202
Facsimile No.:	(203) 622-4325

If to the Collection Agent:

UNITED RENTALS, INC.
5 Greenwich Office Park
Greenwich, CT 06830
Attention:	Elliott Mayer
Tel. No.:	(203) 618-7202
Facsimile No.:	(203) 622-4325

30

SECTION 9.03.00 Binding Effect; Assignability.

(a) This Agreement shall be binding upon and inure to the benefit of the Seller, the Purchaser and their respective successors and assigns. In connection with any sale or assignment by the Purchaser of all or a portion of the Transferred Receivables under the Receivables Agreement, the buyer or assignee, as the case may be, to the extent of its purchase or assignment, shall have all rights of the Purchaser under this Agreement (as if such buyer or assignee, as the case may be, were the Purchaser hereunder).

(b) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Facility Termination Date, when all of the Transferred Receivables are either collected in full or have been written off the books of the Seller as uncollectible; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV shall be continuing and shall survive any termination of this Agreement.

SECTION 9.04.00 Costs, Expenses and Taxes.

(a) In addition to the rights of indemnification granted to the Purchaser pursuant to Article VIII hereof, the Seller agrees to pay on demand all costs and expenses in connection with the preparation, execution and delivery of this Agreement and the other documents and agreements to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser with respect thereto and with respect to advising the Purchaser as to its rights and remedies under this Agreement, and the Seller agrees to pay all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement and the other documents to be delivered hereunder, excluding, however, any costs of enforcement or collection of Transferred Receivables.

(b) In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and the Seller agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

31

SECTION 9.05.00 No Proceedings.

The Seller hereby agrees that it will not institute against the Purchaser any proceeding of the type referred to in Section 7.01(g) so long as there shall not have elapsed one year plus one day since the later of (i) the Facility Termination Date and (ii) the date on which all of the Transferred Receivables are either collected in full or have been written off the books of the Seller as uncollectible.

SECTION 9.06.00 Confidentiality.

Unless otherwise required by applicable law or banking regulation, each party hereto agrees to maintain the confidentiality of this Agreement (and all drafts thereof) in communications with third parties and otherwise; provided that this Agreement may be disclosed to (a) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the other party hereto, (b) such party’s legal counsel and auditors and the Purchaser’s assignees, if they agree in each case to hold it confidential and (c) as required by law.

SECTION 9.07.00 GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO), EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE PURCHASER’S OWNERSHIP OF OR SECURITY INTEREST IN THE RECEIVABLES AND RELATED SECURITY OR REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

SECTION 9.08.00 SUBMISSION TO JURISDICTION.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE

32

JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

SECTION 9.09.00 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

SECTION 9.10.00 Third Party Beneficiary.

Each of the parties hereto hereby acknowledges that the Purchaser intends to assign rights under this Agreement pursuant to the Receivables Agreement and that such assignees may (except as otherwise agreed to by such assignees) further assign their rights under this Agreement, and the Seller hereby consents to any such assignments. All such assignees, including parties to the Receivables Agreement in the case of assignment to such parties, shall be third party beneficiaries of, and shall be entitled to enforce the Purchaser’s rights and remedies under, this Agreement to the same extent as if they were parties hereto, except to the extent specifically limited under the terms of their assignment.

SECTION 9.11.00 Execution in Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

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SECTION 9.12.00 Survival of Termination.

The provisions of Article VIII and Sections 9.04, 9.05 and 9.06 shall survive any termination of this Agreement.

SECTION 9.13. 00 Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

34

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:	UNITED RENTALS RECEIVABLES LLC I
	By: /s/ Andrew L. Stidd
	Name: Andrew L. Stidd
	Title:Assistant Secretary
PURCHASER:	UNITED RENTALS RECEIVABLES LLC II
	By: /s/ Andrew L. Stidd
	Name: Andrew L. Stidd
	Title: Assistant Secretary
COLLECTION AGENT:	UNITED RENTALS, INC.
	By:/s/ Michael Nolan
	Name: Michael Nolan
	Title: Assistant Secretary

35

ANNEX A

CREDIT AND COLLECTION POLICY

A-1

ANNEX B

LOCK-BOX BANKS

B-2

PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of December 21, 2000

between

UNITED RENTALS RECEIVABLES LLC I

as Seller

UNITED RENTALS RECEIVABLES LLC II

as Purchaser

and

UNITED RENTALS, INC.

as Collection Agent

TABLE OF CONTENTS

Page

PRELIMINARY STATEMENTS	1
ARTICLE I DEFINITIONS	1
SECTION 1.01. Certain Defined Terms.	1
SECTION 1.02. Other Terms.	6
ARTICLE II AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS	6
SECTION 2.01. Facility.	6
SECTION 2.02. Making Purchases.	7
SECTION 2.03. Contributions.	7
SECTION 2.04. Collections.	8
SECTION 2.05. Settlement Procedures.	8
SECTION 2.06. Payments and Computations, Etc.	9
ARTICLE III CONDITIONS OF PURCHASES	9
SECTION 3.01. Conditions Precedent to Initial Purchase from the Seller.	9
SECTION 3.02. Conditions Precedent to All Purchases.	10
ARTICLE IV REPRESENTATIONS AND WARRANTIES	11
SECTION 4.01. Representations and Warranties of the Seller.	11
ARTICLE V COVENANTS	14
SECTION 5.01. Covenants of the Seller.	14
SECTION 5.02. Covenant of the Seller and the Purchaser.	23
SECTION 5.03. Grant of Security Interest.	23
ARTICLE VI ADMINISTRATION AND COLLECTION OF RECEIVABLES	24
SECTION 6.01. Designation and Responsibilities of Collection Agent.	24
SECTION 6.02. Rights and Remedies.	25
SECTION 6.03. Transfer of Records to Purchaser.	25
ARTICLE VII EVENTS OF TERMINATION	26
SECTION 7.01. Events of Termination.	26
ARTICLE VIII INDEMNIFICATION	28
SECTION 8.01. Indemnities by the Seller.	28
ARTICLE IX MISCELLANEOUS	31
SECTION 9.01. Amendments, Etc.	31
SECTION 9.02. Notices, Etc.	31
SECTION 9.03. Binding Effect; Assignability.	32
SECTION 9.04. Costs, Expenses and Taxes.	33
SECTION 9.05. No Proceedings.	33
SECTION 9.06. Confidentiality.	34
SECTION 9.07. GOVERNING LAW.	34
SECTION 9.08. SUBMISSION TO JURISDICTION.	34
SECTION 9.09. WAIVER OF JURY TRIAL.	35
SECTION 9.10. Third Party Beneficiary.	35
SECTION 9.11. Execution in Counterparts.	35
SECTION 9.12. Survival of Termination.	36
SECTION 9.13. Severability.	36

ANNEXES

ANNEX A Credit and Collection Policy

ANNEX B Lock-Box Banks

i

EX-10.(I)

Exhibit 10(i)

AMENDMENT 1 TO PURCHASE AND CONTRIBUTION AGREEMENT

AMENDMENT, dated as of January 9, 2001, to the Purchase and Contribution Agreement, dated as of December 21, 2000, as amended to date (the “Purchase Agreement “), among UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (the “Seller”), UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Purchaser”), and UNITED RENTALS, INC., a Delaware corporation, as Collection Agent.

RECITALS

WHEREAS, the Seller and the Purchaser have agreed subject to the terms and conditions of this Amendment, to amend the Purchase Agreement as hereinafter set forth. Terms used herein but not defined herein shall have the meaning assigned thereto in the Purchase Agreement .

NOW, THEREFORE, the parties agree as follows:

1.    Amendment of Purchase Agreement .    The Purchase Agreement and all documents entered into in connection therewith are hereby amended as follows:

(a)    Section 4.01(k) of the Purchase Agreement is hereby amended to delete the parenthetical at the end thereof.

(b)    Annex B to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth in the new Annex B attached to this Amendment.

2.    Execution in Counterparts, Etc.    This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment. The delivery of a signed signature page to this Amendment by telecopy transmission shall constitute due execution and delivery of this Amendment for all purposes.

3.    Purchase Agreement in Full Force and Effect.    Except as amended by this Amendment, all of the provisions of the Purchase Agreement and

all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full force and effect from and after the date hereof.

4.    References to Purchase Agreement.    From and after the date hereof, (a) all references in the Purchase Agreement to “this Agreement,” “hereof,” “herein,” or similar terms and (b) all references to the Purchase Agreement in each agreement, instrument and other document executed or delivered in connection with the Purchase Agreement, shall mean and refer to the Purchase Agreement, as amended by this Amendment.

5.    Further Assurances.    The parties hereto agree to execute and deliver any and all further agreements, certificates and other documents reasonably necessary to implement the provisions of this Amendment.

6.    Governing Law.    This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to the conflict of laws principles thereof.

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:	UNITED RENTALS RECEIVABLES LLC I
	By:
		Name: Title:
PURCHASER:	PURCHASER: UNITED RENTALS RECEIVABLES LLC II
	By:
		Name: Title:

3

ANNEX B

LOCK-BOX ACCOUNTS

Sugarland Office	National Accounts
United Rentals—Houston	United Rentals
P.O. Box 4719	P.O. Box 846394
Houston, TX 77210-4719	Dallas, TX 75284-6394
Comerica	Bank of America
Acct# 1851045144	Acct# 2870769692
Arlington Office	Crofton, MD—Maryland
United Rentals—Dallas	United Rentals, Inc.
P.O. Box 891413	P.O. Box 100711
Dallas, TX 75389-1413	Atlanta, GA 30384-0711
Comerica	Bank of America
Acct# 1851045151	Acct# 005041239194
Batavia, NY—Aerial Division	St. Louis Office
Includes Charlotte, NC; Crofton, MD; Fairfield, CT; Lexington, KY United Rentals (North America), Inc. Box 19633A Newark, NJ 07195-0633 Bank of New York Acct# 8900341343	United Rentals, Inc. P.O. Box 503330 St. Louis, MO 63150-3330 Bank of America Acct# 005041239204
Sacramento, CA—NorCal, Nevada
United Rentals—Sacramento, CA
P.O. Box 45042
San Francisco, CA 94145-5042
Union Bank of California
Acct# 2380004901

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EX-10.(J)

Exhibit 10(j)

AMENDMENT 2 TO PURCHASE AND CONTRIBUTION AGREEMENT

AMENDMENT, dated as of June 26, 2001 to the Purchase and Contribution Agreement, dated as of December 21, 2000, as amended as of January 9, 2001 (the “Purchase Agreement”), among UNITED RENTALS RECEIVABLES LLC I, a Delaware limited liability company (the “Seller”), UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Purchaser”), and UNITED RENTALS, INC., a Delaware corporation, as Collection Agent.

RECITALS

WHEREAS, the Seller and the Purchaser have agreed subject to the terms and conditions of this Amendment, to amend the Purchase Agreement as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1.  Defined Terms.    Capitalized terms, unless otherwise defined herein, shall have the meanings assigned thereto in the Purchase Agreement.

2.    Amendment of Purchase Agreement.    The Purchase Agreement shall be and is hereby amended as of the date hereof as follows:

(a)    Section 1.01 of the Purchase Agreement is amended to add the following definition after the definition of “Affiliate:”

“Blocked Account” means one or more accounts, under the exclusive ownership and control of the Purchaser (or its assignees or designees), maintained at a bank or other financial institution for the purpose of receiving Collections which are deposited by the Seller.

(b)    Section 4.01(k) to the Purchase Agreement is amended to add the sentence “The information regarding the Blocked Accounts is set forth in Annex C.” at the end thereof.

(c)    Section 5.01(g) to the Purchase Agreement is deleted in its entirety and replaced with the following:

(g)    Deposits to Blocked Accounts.    The Seller will deposit, or cause to be deposited, any Collections of Transferred Receivables which it receives into Blocked Accounts, and the Seller will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account or Blocked Account cash or cash proceeds other than Collections of Transferred Receivables.

(d)    Annex B to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth in the new Annex B attached to this Amendment.

(e)    Attached hereto is Annex C to the Purchase Agreement.

3.    Execution in Counterparts, Etc.    This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment. The delivery of a signed signature page to this Amendment by telecopy transmission shall constitute due execution and delivery of this Amendment for all purposes.

4.    Purchase Agreement in Full Force and Effect.    Except as amended by this Amendment, all of the provisions of the Purchase Agreement and all of the provisions of all other documentation required to be delivered with respect thereto shall remain in full force and effect from and after the date hereof.

5.    References to Purchase Agreement.    From and after the date hereof, (a) all references in the Purchase Agreement to “this Agreement,” “hereof,” “herein,” or similar terms and (b) all references to the Purchase Agreement in each agreement, instrument and other document executed or delivered in connection with the Purchase Agreement, shall mean and refer to the Purchase Agreement, as amended by this Amendment.

6.    Further Assurances.    The parties hereto agree to execute and deliver any and all further agreements, certificates and other documents reasonably necessary to implement the provisions of this Amendment.

7.    Governing Law.    This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to the conflict of laws principles thereof.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:	UNITED RENTALS RECEIVABLES LLC I
	By:
		Name: Title:
PURCHASER:	UNITED RENTALS RECEIVABLES LLC II
	By:
		Name: Title:

Consented as of the date

first above written

CREDIT LYONNAIS NEW YORK BRANCH
By:
	Name:
	Title:

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EX-10.(K)

Exhibit 10(k)

PARENT UNDERTAKING AGREEMENT

AGREEMENT, dated as of December 21, 2000, made by UNITED RENTALS, INC., a Delaware corporation (the “Parent”), in favor of CREDIT LYONNAIS NEW YORK BRANCH (“Credit Lyonnais”), as agent (the “Agent”) for the Investors and the Banks.

PRELIMINARY STATEMENTS:

(1)    Credit Lyonnais, individually and as the Agent, has entered into a Receivables Purchase Agreement, dated as of December 21, 2000 (such agreement, as it may hereafter be amended or otherwise modified from time to time, being the “Receivables Agreement,” the terms defined therein and not otherwise defined herein being used herein as therein defined) with UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the “Seller”), ATLANTIC ASSET SECURITIZATION CORP., as Issuer, and the Parent as Collection Agent.

(2)    It is a condition precedent to the making of purchases of Receivable Interests by Atlantic and the Banks under the Receivables Agreement that the Parent, as indirect beneficial owner of one hundred percent of the outstanding shares of stock of the Seller, shall have executed and delivered this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce Atlantic and the Banks to make purchases under the Receivables Agreement, the Parent hereby agrees as follows:

SECTION    1.    Unconditional Undertaking.

(a)    The Parent hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Agent (and the parties for whom it acts as agent) to cause the due and punctual performance and observance by the Seller of all of the terms, covenants, conditions, agreements and undertakings on the part of the Seller to be performed or observed under the Receivables Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller now or hereafter existing under the Receivables Agreement, whether for deemed collections, indemnification payments, fees,

expenses or similar obligations (all of the foregoing being the “Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent (and the parties for whom it acts as agent) in enforcing any rights under this Agreement.

(b)    In the event that the Seller shall fail in any manner whatsoever to perform or observe any of the Obligations when the same shall be required to be performed or observed under the Receivables Agreement, then the Parent will duly and punctually perform or observe, or cause to be duly and punctually performed or observed, such Obligations, and it shall not be a condition to the accrual of the obligation of the Parent hereunder to perform or observe any Obligation (or to cause the same to be performed or observed) that the Agent shall have first made any request of or demand upon or given any notice to the Parent or to the Seller or their respective successors or assigns, or have instituted any action or proceeding against the Parent or the Seller or their respective successors or assigns in respect thereof.

SECTION 2.    Obligation Absolute.

The Parent undertakes that the Obligations will be performed or paid strictly in accordance with the terms of the Receivables Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Investors or Banks with respect thereto. The obligations of the Parent under this Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Parent to enforce this Agreement, irrespective of whether any action is brought against the Seller or whether the Seller is joined in any such action or actions. The liability of the Parent under this Agreement shall be absolute and unconditional irrespective of:

(i)    any lack of validity or enforceability of the Receivables Agreement or any other agreement or instrument relating thereto;

(ii)    any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Receivables Agreement or any other agreement or instrument relating thereto, including, without limitation, any increase in the Obligations resulting from additional purchases of Receivable Interests or otherwise;

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(iii)    any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations;

(iv)    any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Seller;

(v)    any change, restructuring or termination of the corporate structure or existence of the Seller; or

(vi)    any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Seller or a guarantor.

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Agent or any Investor or Bank upon the insolvency, bankruptcy or reorganization of the Seller or otherwise, all as though payment had not been made.

SECTION 3.     Waiver.

The Parent hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Agreement and any requirement that the Agent or any Investor or Bank protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Seller or any other person or entity or any collateral.

SECTION 4.    Subrogation.

The Parent hereby waives and releases all rights of subrogation against the Seller and its property and all rights of indemnification, contribution and reimbursement from the Seller and its property, in each case in connection with this Agreement and any payments made hereunder, and regardless of whether such rights arise by operation of law, pursuant to contract or otherwise.

SECTION 5.    Representations and Warranties.

The Parent represents and warrants as follows:

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(a)    The Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement.

(b)    The execution, delivery and performance by the Parent of this Agreement (i) are within the Parent’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not contravene (w) the charter, articles of incorporation or bylaws of the Parent, (x) any law, rule or regulation applicable to the Parent, (y) any contractual restriction binding on or affecting the Parent or its property or (z) any order, writ, judgment, award, injunction or decree binding on or affecting the Parent or its property. This Agreement has been duly executed and delivered by a duly authorized officer of the Parent.

(c)    No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Parent of this Agreement.

(d)    This Agreement constitutes the legal, valid and binding obligation of the Parent enforceable against the Parent in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e)    The consolidated balance sheets of the Parent and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of the Parent and its Subsidiaries for such fiscal year, copies of which have been furnished to the Agent, fairly present the financial condition of the Parent and its Subsidiaries as at such date and the results of the operations of the Parent and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since the end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of the Parent.

(f)    There is no pending or, to the Parent’s knowledge, threatened action or proceeding affecting the Parent before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Parent or the ability of the Parent to perform its obligations under this Agreement or which purports to affect the legality, validity or enforceability of this Agreement.

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(g)    Each information, financial statement, document, book, record or report furnished or to be furnished at any time by the Parent to the Agent or any Investor or Bank in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent or such Investor or Bank, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(h)    The Parent is the indirect beneficial owner of all of the issued and outstanding shares of each class of the capital stock of the Seller and all such shares of capital stock have been duly authorized and issued and are fully paid and nonassessable.

(i)    The obligations of the Parent under this Agreement do rank and will rank at least pari passu in priority of payment and in all other respects with all other unsecured Debt of the Parent.

SECTION 6.    Covenants.

The Parent covenants and agrees that, until the latest of payment in full of the Obligations, the Facility Termination Date, the date on which no Capital of any Receivable Interest shall be outstanding or the date all other amounts owed by the Seller under the Receivables Agreement to the Investors, the Banks or the Agent are paid in full, the Parent will, unless the Agent shall otherwise consent in writing:

(a)    Compliance with Laws, Etc.    Comply in all material respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties.

(b)    Preservation of Corporate Existence.    Preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each relevant jurisdiction, except to the extent that the failure so to preserve and maintain such existence, rights, franchises, privileges and qualification would not materially adversely affect the interests of the Investors,

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the Banks or the Agent hereunder, or the ability of the Parent to perform its obligations hereunder.

(c)    Reporting Requirements.    Furnish to the Agent:

(i)    as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of the Parent, balance sheets of the Parent and each of its Subsidiaries and statements of income and retained earnings of the Parent and its Subsidiaries, in each case for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of the Parent;

(ii)    as soon as available and in any event within 90 days after the end of each fiscal year of the Parent, a copy of the annual report for such year for the Parent and its Subsidiaries, containing financial statements for such year audited by Ernst & Young or other independent public accountants acceptable to the Agent;

(iii)    promptly after the filing or receiving thereof, copies of all reports and notices, if any, which the Parent or any Subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Parent or any Subsidiary receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Parent or any Subsidiary is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on the Parent and/or any such Subsidiary in excess of $1,000,000; and

(iv)    promptly, from time to time, such other information, documents, records or reports respecting the condition or operations, financial or otherwise, of the Parent or any of its Subsidiaries as the Agent may from time to time reasonably request.

(d)    Stock Ownership.    Be the registered and beneficial owner either directly or indirectly of all of the issued and outstanding shares of each class of the capital stock of the Seller.

SECTION 7.    Amendments, Etc.

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No amendment or waiver of any provision of this Agreement, and no consent to any departure by the Parent herefrom, shall in any event be effective unless the same shall be in writing and signed by the Parent (only with respect to amendments) and the Agent, as agent for the Investors and the Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 8.    Addresses for Notices.

All notices and other communications hereunder shall be in writing (which shall include facsimile communication), shall be personally delivered, express couriered, electronically transmitted (in which case receipt shall be confirmed by telephone and a hard copy shall also be sent by regular mail) or mailed by registered or certified mail, if to the Agent, at its address at 1301 Avenue of the Americas, New York, NY 10019, Attention: Joan Flanigan-Clarke, telecopy number (212) 459-3258, and if to the Parent, at the address set forth under its name on the signature pages hereof, or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Notices and communications by facsimile shall be effective when sent, and notices and communications sent by other means shall be effective when received.

SECTION 9.    No Waiver; Remedies.

No failure on the part of the Agent or any Investor or Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 10.    Continuing Agreement; Assignments under the Receivables Agreement.

This Agreement is a continuing agreement and shall

(i)    remain in full force and effect until the later of (x) the payment and performance in full of the Obligations and the payment of all other amounts payable under this Agreement and (y) the Facility Termination Date,

(ii)    be binding upon the Parent, its successors and assigns and

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(iii)    inure to the benefit of, and be enforceable by, the Agent, the Investors, the Banks and their respective successors, transferees and assigns.

Without limiting the generality of the foregoing clause (iii), any Investor or Bank may assign all or any of its interest in Receivable Interests under the Receivables Agreement to any assignee as permitted under the Receivables Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Investor or Bank herein or otherwise.

SECTION 11.    GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO.

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IN WITNESS WHEREOF, the Parent has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

UNITED RENTALS, INC.
By:
	Name:    Michael J. Nolan Title:    Assistant Secretary Address: 5 Greenwich Office Park Greenwich, CT 06830

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EX-99.A

EXHIBIT 99(a)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarter ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley S. Jacobs, Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

    /s/    BRADLEY S. JACOBS

Bradley S. Jacobs

Chief Executive Officer

November 14, 2002

EX-99.B

EXHIBIT 99(b)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Rentals, Inc. and United Rentals (North America), Inc. (the “Companies”) on Form 10-Q for the quarter ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Nolan, Chief Financial Officer of the Companies, certify, pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. the Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

    /s/    MICHAEL J. NOLAN

Michael J. Nolan

Chief Financial Officer

November 14, 2002