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 March 31, 2003

¨ 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 Delaware	06-1522496 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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

x  Yes            ¨  No

As of May 8, 2003, there were 77,166,358 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 MARCH 31, 2003

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1	Unaudited Consolidated Financial Statements
	United Rentals, Inc. Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 (unaudited)	4
	United Rentals, Inc. Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002 (unaudited)	5
	United Rentals, Inc. Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2003 (unaudited)	6
	United Rentals, Inc. Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited)	7
	United Rentals (North America), Inc. Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 (unaudited)	8
	United Rentals (North America), Inc. Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002 (unaudited)	9
	United Rentals (North America), Inc. Consolidated Statement of Stockholder’s Equity for the Three Months Ended March 31, 2003 (unaudited)	10
	United Rentals (North America), Inc. Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited)	11
	Notes to Unaudited Consolidated Financial Statements	12
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4	Controls and Procedures	37
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	38
Item 6	Exhibits and Reports on Form 8-K	38
	Signatures	39

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,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “intend” 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.

We make available on our internet website free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports as soon as practicable after we electronically file such reports with the SEC. Our website address is www.unitedrentals.com. The information contained in our website is not incorporated by reference in this Report.

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 1.7 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;

• General 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

Based on industry sources, we estimate that the U.S. equipment rental industry has grown from approximately $6.5 billion in annual rental revenues in 1990 to about $24 billion in 2002. This represents a compound annual growth rate of approximately 11.5%, although in the past two years industry rental revenues decreased by about $2 billion. The recent downturn in industry revenues is a reflection of the significant slowdown in private non-residential construction activity. This activity was down 16.4% in 2002 from 2001 and 11.4% in the first quarter of 2003 from the same period last year according to Department of Commerce data. Our industry is particularly sensitive to changes in non-residential construction activity because this sector has been the principal user of rental equipment. When non-residential construction activity eventually rebounds, we would expect to see our industry resume its long-term growth trend.

1

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. We believe that over the long term increasing rentals by the industrial sector could become a more significant factor in driving our industry’s growth.

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 first quarter of 2003, the sharing of equipment among branches accounted for approximately 10.7%, or $48 million, of our total rental revenue.

Ability to Transfer Equipment Among 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, benefits and risk management, information technology 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 information technology specialists that supports our systems.

2

Strong Brand Recognition.    We have strong brand recognition, which helps us to attract new customers and build customer loyalty.

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. We currently serve more than 1.7 million customers and our top ten customers account 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 by allowing us to access used equipment resale markets across the country, (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.

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. We currently serve 1,746 National Account customers.

Strong and Motivated Branch Management.    Each of our branches has a full-time branch manager who is supervised by one of our 55 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.

3

UNITED RENTALS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2003			December 31, 2002
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	32,928		$	19,231
Accounts receivable, net of allowance for doubtful accounts of $44,203 in 2003 and $48,542 in 2002		422,266			466,196
Inventory		107,781			91,798
Prepaid expenses and other assets		150,935			131,293
Rental equipment, net		1,838,098			1,845,675
Property and equipment, net		418,371			425,352
Goodwill, net		1,716,676			1,705,191
Other intangible assets, net		5,021			5,821
	$	4,692,076		$	4,690,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	191,657		$	207,038
Debt		2,533,631			2,512,798
Deferred taxes		220,754			225,587
Accrued expenses and other liabilities		179,181			187,079
Total liabilities		3,125,223			3,132,502
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust		226,550			226,550
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, 77,085,729 shares issued and outstanding in 2003 and 76,657,521 in 2002		771			765
Additional paid-in capital		1,345,128			1,341,290
Deferred compensation		(55,218	)		(52,988	)
Retained earnings		60,558			69,281
Accumulated other comprehensive loss		(10,941	)		(26,848	)
Total stockholders’ equity		1,340,303			1,331,505
	$	4,692,076		$	4,690,557

See accompanying notes.

4

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31
	2003			2002
	(In thousands)
Revenues:
Equipment rentals	$	443,648		$	446,288
Sales of rental equipment		35,080			39,130
Sales of equipment and merchandise and other revenues		113,123			113,547
Total revenues		591,851			598,965
Cost of revenues:
Cost of equipment rentals, excluding depreciation		252,404			235,562
Depreciation of rental equipment		80,743			78,050
Cost of rental equipment sales		23,255			25,132
Cost of equipment and merchandise sales and other operating costs		81,460			81,013
Total cost of revenues		437,862			419,757
Gross profit		153,989			179,208
Selling, general and administrative expenses		96,761			98,495
Non-rental depreciation and amortization		16,978			13,884
Operating income		40,250			66,829
Interest expense		50,975			49,983
Preferred dividends of a subsidiary trust		3,681			4,694
Other (income) expense, net		(106	)		(280	)
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		(14,300	)		12,432
Provision (benefit) for income taxes		(5,577	)		4,848
Income (loss) before cumulative effect of change in accounting principle		(8,723	)		7,584
Cumulative effect of change in accounting principle, net of tax benefit of $60,529					(288,339	)
Net loss	$	(8,723	)	$	(280,755	)
Earnings (loss) per share—basic:
Income (loss) before cumulative effect of change in accounting principle	$	(0.11	)	$	0.10
Cumulative effect of change in accounting principle, net					(3.92	)
Net loss	$	(0.11	)	$	(3.82	)
Earnings (loss) per share—diluted:
Income (loss) before cumulative effect of change in accounting principle	$	(0.11	)	$	0.08
Cumulative effect of change in accounting principle, net					(2.96	)
Net loss	$	(0.11	)	$	(2.88	)

See accompanying notes.

5

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS 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 Income			Accumulated Other Comprehensive Loss
					Number of Shares	Amount
	(In thousands)
Balance, December 31, 2002	$	3	$	2	76,657	$	765	$	1,341,290	$	(52,988	)	$	69,281					$	(26,848	)
Comprehensive income (loss):
Net loss														(8,723	)	$	(8,723	)
Other comprehensive income:
Foreign currency translation adjustments																	14,544			14,544
Derivatives qualifying as hedges, net of tax																	1,363			1,363
Comprehensive income																$	7,184
Issuance of common stock under deferred compensation plans					429		6		3,838		(3,844	)
Amortization of deferred     compensation											1,614
Balance March 31, 2003	$	3	$	2	77,086	$	771	$	1,345,128	$	(55,218	)	$	60,558					$	(10,941	)

See accompanying notes.

6

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31
	2003			2002
	(In thousands)
Cash Flows From Operating Activities:
Net loss	$	(8,723	)	$	(280,755	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		97,721			91,934
Gain on sales of rental equipment		(11,825	)		(13,998	)
Deferred taxes		(4,833	)		4,121
Amortization of deferred compensation		1,614			2,793
Cumulative effect of change in accounting principle					288,339
Changes in operating assets and liabilities:
Accounts receivable		43,930			29,417
Inventory		(9,021	)		(7,220	)
Prepaid expenses and other assets		(6,632	)		(8,255	)
Accounts payable		(15,381	)		(14,332	)
Accrued expenses and other liabilities		(4,196	)		(51,443	)
Net cash provided by operating activities		82,654			40,601
Cash Flows From Investing Activities:
Purchases of rental equipment		(102,499	)		(84,133	)
Purchases of property and equipment		(8,885	)		(7,222	)
Proceeds from sales of rental equipment		35,080			39,130
In-process acquisition costs					(554	)
Deposits on rental equipment purchases		(13,422	)		(28,000	)
Purchases of other companies		(4,162	)		(48,667	)
Net cash used in investing activities		(93,888	)		(129,446	)
Cash Flows From Financing Activities:
Proceeds from debt		19,500			96,500
Payments of debt		(3,041	)		(27,612	)
Payments of financing costs		(590	)		(387	)
Proceeds from the exercise of common stock options					58,548
Shares repurchased and retired					(22,374	)
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired					(11,480	)
Net cash provided by financing activities		15,869			93,195
Effect of foreign exchange rates		9,062			(426	)
Net increase in cash and cash equivalents		13,697			3,924
Cash and cash equivalents at beginning of period		19,231			27,326
Cash and cash equivalents at end of period	$	32,928		$	31,250
Supplemental disclosure of cash flow information:
Cash paid for interest	$	39,972		$	43,816
Cash paid for income taxes, net of refunds	$	360		$	593
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	$	3,314		$	52,805
Liabilities assumed		(50	)		(5,154	)
		3,264			47,651
Due to seller and other payments		898			1,016
Net cash paid	$	4,162		$	48,667

See accompanying notes.

7

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2003			December 31, 2002
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	32,928		$	19,231
Accounts receivable, net of allowance for doubtful accounts of $44,203 in 2003 and $48,542 in 2002		422,266			466,196
Inventory		107,781			91,798
Prepaid expenses and other assets		142,532			122,807
Rental equipment, net		1,838,098			1,845,675
Property and equipment, net		393,027			399,587
Goodwill, net		1,716,676			1,705,191
Other intangible assets, net		5,021			5,821
	$	4,658,329		$	4,656,306
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Accounts payable	$	191,657		$	207,038
Debt		2,533,631			2,512,798
Deferred taxes		220,754			225,587
Accrued expenses and other liabilities		203,838			209,728
Total liabilities		3,149,880			3,155,151
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			1,581,833
Accumulated deficit		(62,443	)		(53,830	)
Accumulated other comprehensive loss		(10,941	)		(26,848	)
Total stockholder’s equity		1,508,449			1,501,155
	$	4,658,329		$	4,656,306

See accompanying notes.

8

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31
	2003			2002
	(In thousands)
Revenues:
Equipment rentals	$	443,648		$	446,288
Sales of rental equipment		35,080			39,130
Sales of equipment and merchandise and other revenues		113,123			113,547
Total revenues		591,851			598,965
Cost of revenues:
Cost of equipment rentals, excluding depreciation		252,404			235,562
Depreciation of rental equipment		80,743			78,050
Cost of rental equipment sales		23,255			25,132
Cost of equipment and merchandise sales and other operating costs		81,460			81,013
Total cost of revenues		437,862			419,757
Gross profit		153,989			179,208
Selling, general and administrative expenses		96,761			98,495
Non-rental depreciation and amortization		14,445			11,755
Operating income		42,783			68,958
Interest expense		50,975			49,983
Other (income) expense, net		(106	)		(280	)
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		(8,086	)		19,255
Provision (benefit) for income taxes		(3,154	)		7,509
Income (loss) before cumulative effect of change in accounting principle		(4,932	)		11,746
Cumulative effect of change in accounting principle, net of tax benefit of $60,529					(288,339	)
Net loss	$	(4,932	)	$	(276,593	)

See accompanying notes.

9

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY

(Unaudited)

	Common Stock		Additional Paid-In Capital		Accumulated Deficit			Comprehensive Income			Accumulated Other Comprehensive Loss
	Number of Shares	Amount
	(In thousands, except share data)
Balance, December 31, 2002	1,000		$	1,581,833	$	(53,830	)				$	(26,848	)
Comprehensive income:
Net loss						(4,932	)	$	(4,932	)
Other comprehensive income:
Foreign currency translation adjustments									14,544			14,544
Derivatives qualifying as hedges, net of tax									1,363			1,363
Comprehensive income								$	10,975
Dividend distributions to parent						(3,681	)
Balance, March 31, 2003	1,000		$	1,581,833	$	(62,443	)				$	(10,941	)

See accompanying notes.

10

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31
	2003			2002
	(In thousands)
Cash Flows From Operating Activities:
Net loss	$	(4,932	)	$	(276,593	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		95,188			89,805
Gain on sales of rental equipment		(11,825	)		(13,998	)
Deferred taxes		(4,833	)		4,121
Cumulative effect of change in accounting principle					288,339
Changes in operating assets and liabilities:
Accounts receivable		43,930			29,417
Inventory		(9,021	)		(7,220	)
Prepaid expenses and other assets		(6,442	)		(8,809	)
Accounts payable		(15,381	)		(14,332	)
Accrued expenses and other liabilities		(2,188	)		(46,524	)
Net cash provided by operating activities		84,496			44,206
Cash Flows From Investing Activities:
Purchases of rental equipment		(102,499	)		(84,133	)
Purchases of property and equipment		(7,046	)		(6,687	)
Proceeds from sales of rental equipment		35,080			39,130
Deposits on rental equipment purchases		(13,422	)		(28,000	)
Purchases of other companies		(4,162	)		(48,667	)
Net cash used in investing activities		(92,049	)		(128,357	)
Cash Flows From Financing Activities:
Proceeds from debt		19,500			96,500
Payments of debt		(3,041	)		(27,612	)
Payments of financing costs		(590	)		(387	)
Capital contributions by parent					58,548
Dividend distributions to parent		(3,681	)		(38,548	)
Net cash provided by financing activities		12,188			88,501
Effect of foreign exchange rates		9,062			(426	)
Net increase in cash and cash equivalents		13,697			3,924
Cash and cash equivalents at beginning of period		19,231			27,326
Cash and cash equivalents at end of period	$	32,928		$	31,250
Supplemental disclosure of cash flow information:
Cash paid for interest	$	35,370		$	39,122
Cash paid for income taxes, net of refunds	$	360		$	593
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	$	3,314		$	52,805
Liabilities assumed		(50	)		(5,154	)
		3,264			47,651
Due to seller and other payments		898			1,016
Net cash paid	$	4,162		$	48,667

See accompanying notes.

11

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

General

United Rentals, Inc., (“Holdings” or the “Company”) is principally a holding 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 three month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. 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, 2002.

Impact of Recently Issued Accounting Standards

In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“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. The Company adopted this standard on January 1, 2003, and will 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 did not have a material effect on the Company’s consolidated financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. This standard provides alternative methods of transition to the fair value method of accounting for stock-based employee compensation under SFAS No. 123, “Accounting for Stock-Based Compensation,” but does not require the Company to use the fair value method. This standard also amends certain disclosure requirements related to stock-based employee compensation. The Company adopted the disclosure portion of this standard as of December 31, 2002 and such adoption is reflected under “—Stock-Based Compensation” below.

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” which addresses consolidation of variable interest entities (“VIEs”). FIN 46 requires a VIE to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for

12

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to VIEs created after January 31, 2003. For entities created prior to February 1, 2003, these requirements will begin to apply in the first fiscal year or interim period beginning after June 15, 2003.

The Company leases a portion of its rental equipment under operating leases. Based on the Company’s preliminary assessment, a substantial portion of these leases may be with VIEs. In accordance with currently applicable accounting standards, neither the equipment subject to these leases nor the lease obligations are reflected on the Company’s balance sheet (rather the lease payments are reflected as an expense). FIN 46 will change this treatment for those operating leases that are with VIEs. If FIN 46 applies, the lease payment obligations would be reflected as debt on the Company’s balance sheet and the equipment, less applicable depreciation, would be reflected as an asset. To the extent that the amount of additional debt recorded on the balance sheet in connection with adoption of FIN 46 exceeds the amount of the additional assets so recorded, the Company would recognize a non-cash expense designated as “cumulative effect of change in accounting principle” which could be material. The adoption of FIN 46 will not change the amount of the Company’s contractual payment obligations and should not impact its compliance with its existing debt covenants. Accordingly, the adoption of FIN 46 should not have a material impact on the Company’s liquidity or overall financial condition.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This standard amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard is effective for contracts entered into or modified after June 30, 2003, except as stated below and for hedging relationships designated after June 30, 2003. The provisions of this standard that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. The adoption of this standard regarding the provisions effective after June 30, 2003 is not expected to have a material effect on the Company’s statements of financial position or results of operations.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock-Based Compensation

The Company accounts for its stock-based compensation arrangements using the intrinsic value method under the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”. At March 31, 2003, the Company had six stock-based compensation plans. Since stock options are granted by the Company with exercise prices at or greater than the fair value of the shares at the date of grant, no compensation expense is recognized. Restricted stock awards granted by the Company are recognized as deferred compensation. The Company recognizes compensation expense related to these restricted stock awards over their vesting periods. The following table provides additional information related to the Company’s stock-based compensation arrangements for the three months ended March 31, 2003 and 2002 had the Company used the fair value method of accounting for stock-based employee compensation under SFAS No. 123 (in thousands, except per share data):

	2003			2002
Net loss, as reported	$	(8,723	)	$	(280,755	)
Plus: Stock-based compensation expense included in reported net loss, net of tax		958			1,704
Less: Stock-based compensation expense determined using the fair value method, net of tax		(1,591	)		(2,857	)
Pro forma net loss	$	(9,356	)	$	(281,908	)
Basic loss per share:
As reported	$	(0.11	)	$	(3.82	)
Pro forma	$	(0.12	)	$	(3.83	)
Diluted loss per share:
As reported	$	(0.11	)	$	(2.88	)
Pro forma	$	(0.12	)	$	(2.89	)

The weighted average fair value of options granted was $4.36 and $10.64 during the three months ended March 31, 2003 and 2002, respectively. The fair value is estimated on the date of grant using the Black-Scholes option pricing model which uses subjective assumptions which can materially affect fair value estimates and, therefore, does not necessarily provide a single measure of fair value of options. The Company used a risk-free interest rate average of 1.93% and 2.01% in 2003 and 2002, respectively, a volatility factor for the market price of the Company’s common stock of 65% and 66% in 2003 and 2002, respectively, and a weighted-average expected life of options of approximately three years in 2003 and 2002. For purposes of these pro forma disclosures, the estimated fair value of options is amortized over the options’ vesting period. Since the number of options granted and their fair value may vary significantly from year to year, the pro forma compensation expense in future years may be materially different.

2.    Acquisitions

During the three months ended March 31, 2003 and the year ended December 31, 2002, the Company completed one acquisition and two acquisitions, one of which is further described below, 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 $111.6 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.

14

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The purchase prices for the 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.

The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company for the three months ended March 31, 2002 as though each acquisition which was consummated during the period January 1, 2003 to March 31, 2003 as mentioned above and in Note 3 to the Notes to Consolidated Financial Statements included in the Company’s 2002 Annual Report on Form 10-K was made on January 1, 2002 (in thousands, except per share data):

	Three Months Ended March 31, 2002
Revenues	$	617,791
Income before cumulative effect of change in accounting principle	$	7,538
Net loss	$	(280,801	)
Basic earnings per share before cumulative effect of change in accounting principle	$	0.10
Basic earnings (loss) per share	$	(3.82	)
Diluted earnings per share before cumulative effect of change in accounting principle	$	0.08
Diluted earnings (loss) per share	$	(2.88	)

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.

Since the acquisition made in 2003 had an insignificant impact on the Company’s pro forma results of operations for the three months ended March 31, 2003, such pro forma results of operations are not shown.

3.    Goodwill and Other Intangible Assets

Goodwill consists of the excess of cost over the fair value of indentifiable net assets acquired. The goodwill related to an acquisition is allocated to the acquired branches and other branches that are expected to benefit from synergies resulting from the acquisition. The allocation among such branches is based upon the relative financial performance of each branch.

Changes in the Company’s carrying amount of goodwill for the first three months of 2003 are as follows (in thousands):

Balance at December 31, 2002	$	1,705,191
Foreign currency translation and other adjustments		9,530
Goodwill related to acquisitions		1,955
Balance at March 31, 2003	$	1,716,676

As required upon the adoption of SFAS No. 142 on January 1, 2002, the Company recorded a non-cash charge of approximately $348.9 million ($288.3 million, net of tax). This impairment charge, net of tax benefit, was recorded on the statement of operations as a “Cumulative Effect of Change in Accounting Principle.”

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In the fourth quarter of 2002 during the Company’s first annual impairment analysis, it recorded an additional non-cash impairment charge of approximately $247.9 million. This impairment charge was recorded on the statement of operations as “goodwill impairment.”

The Company will perform its next annual impairment test as required under SFAS No. 142, “Goodwill and Other Intangible Assets,” as of October 1, 2003. Impairment testing may be required earlier if events or circumstances suggest the Company’s goodwill could be impaired. Any future goodwill impairment charge would be recorded on the statement of operations as “goodwill impairment” and would reduce operating income.

The Company tests for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of the Company’s branches has impairment and even if there is no impairment for all its branches on an aggregate basis. Factors that may cause future impairment at a particular branch, in addition to macroeconomic factors that affect all the Company’s branches, include changes in local demand and local competitive conditions. The continued weakness in non-residential construction spending and the decreased business relating to traffic control rentals, in combination with the fact that the Company tests for impairment on a branch-by-branch basis, increases the likelihood that the Company will be required to take additional non-cash goodwill write-offs in the future, although the Company cannot quantify at this time the magnitude of any future write-offs. Future goodwill write-offs, if required, may have a material adverse effect on the Company’s results.

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 March 31, 2003 were $17.0 million and $12.0 million, respectively. Amortization expense of other intangible assets was $0.9 million for the first three months of 2003.

As of March 31, 2003, estimated amortization expense of other intangible assets for the remainder of 2003 and for each of the next five years is as follows (in thousands):

Remainder of 2003	$	2,219
2004		1,642
2005		579
2006		298
2007		175
2008		71
Thereafter		37
	$	5,021

4.    Restructuring Charges

The Company adopted a restructuring plan in 2001 and a restructuring plan in the fourth quarter of 2002 as described below. In connection with these plans, the Company recorded pre-tax restructuring charges of $28.9 million in 2001 and $28.3 million in the fourth quarter of 2002.

The 2001 plan involved the following principal elements: (i) 31 underperforming branches and five administrative offices were closed or consolidated with other locations ($18.3 million), (ii) the reduction of the Company’s workforce by 489 through the termination of branch and administrative personnel ($5.7 million) and (iii) certain information technology hardware and software was no longer used ($4.9 million).

The 2002 plan involved the following principal elements: (i) 42 underperforming branches and five administrative offices will be closed or consolidated with other locations (including 32 closed or consolidated as of March 31, 2003) ($24.6 million); (ii) the Company’s workforce will be reduced by 412 (including 298 terminated as of March 31, 2003) ($2.8 million), and (iii) a certain information technology project was abandoned ($0.9 million).

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The aggregate balance of the 2001 and 2002 charges was $23.7 million as of March 31, 2003, consisting of $1.7 million for the 2001 charge and $22.0 million for the 2002 charge, and $27.1 million as of December 31, 2002, consisting of $2.3 million for the 2001 charge and $24.8 million for the 2002 charge. The Company estimates that approximately $10.0 million of the aggregate amount will be incurred by December 31, 2003 (comprised of approximately $9.4 million of cash and approximately $0.6 million of non-cash) and approximately $13.7 million will be paid in future periods.

Components of the restructuring charges are as follows (in thousands):

	Balance December 31, 2002		Activity in 2003		Balance March 31, 2003
Costs to vacate facilities	$	22,258	$	2,773	$	19,485
Workforce reduction costs		3,462		412		3,050
Information technology costs		1,395		196		1,199
	$	27,115	$	3,381	$	23,734

5.    Earnings Per Share

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

	Three Months Ended March 31
	2003			2002
Numerator
Income (loss) before cumulative effect of change in accounting principle	$	(8,723	)	$	7,584
Denominator:
Denominator for basic earnings per share— weighted-average shares		76,778			73,521
Effect of dilutive securities:
Employee stock options					2,793
Warrants					4,027
Series C Preferred					12,000
Series D Preferred					5,000
Denominator for dilutive earnings per share— adjusted weighted-average shares		76,778			97,341
Earnings (loss) per share—basic:
Income (loss) before cumulative effect of change in accounting principle	$	(0.11	)	$	0.10
Cumulative effect of change in accounting principle, net					(3.92	)
Net loss	$	(0.11	)	$	(3.82	)
Earnings (loss) per share—diluted:
Income (loss) before extraordinary item and cumulative effect of change in accounting principle	$	(0.11	)	$	0.08
Cumulative effect of change in accounting principle, net					(2.96	)
Net loss	$	(0.11	)	$	(2.88	)

The diluted share base for the first three months of 2003, where the numerator represents a loss, excludes the effect of dilutive securities because of their antidilutive effect.

17

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6.    Comprehensive Income

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

	Three Months Ended March 31
	2003			2002
Net loss	$	(8,723	)	$	(280,755	)
Other comprehensive income (loss):
Foreign currency translation adjustment		14,544			(426	)
Derivatives qualifying as hedges, net of tax		1,363			1,166
Comprehensive income (loss)	$	7,184		$	(280,015	)

7.    Guarantees

Restricted Stock.    The Company has granted to employees other than executive officers and directors approximately 1,200,000 shares of restricted stock that contain the following provisions. The shares vest in 2004, 2005 or 2006 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 the Company 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: (i) 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; (ii) approximately $800,000 for each dollar by which the per share proceeds of these sales are less than $15.17 but more than $9.18; and (iii) approximately $1,200,000 for each dollar by which the per share proceeds of these sales are less than $9.18.

Operating Leases.    As part of certain of its equipment operating leases, the Company guarantees that the value of the equipment at the end of the lease term will not be less than a specified projected residual value. The use of these guarantees helps to lower the Company’s monthly operating lease payments. The Company believes that the projected residual values are reasonable and, accordingly, that it is not likely to incur material obligations pursuant to such guarantees. However, the Company cannot be certain that the actual residual values will not turn out to be significantly below the projected values that the Company guaranteed. If the residual value for all equipment subject to such guarantees were to be zero, then the Company’s maximum potential liability under these guarantees would be approximately $229.9 million. In conformity with applicable accounting standards, this potential liability is not recorded on the Company’s balance sheet. However, this may change under a recently issued accounting interpretation relating to the consolidation of variable interest entities, or FIN 46, described in Note 1 above.

8.    Subsequent Event

Financing Transaction in April 2003.    On April 9, 2003, URI issued an additional $200 million aggregate principal amount of its 10 ³/4% Senior Notes (the “2003 10 ³/4% Notes”) which are due April 15, 2008. The gross proceeds to the Company from the sale of the 2003 10 ³/4% Notes were $207 million and the net proceeds were approximately $202 million (after deducting the initial purchasers’ discount and estimated offering expenses). The 2003 10 ³/4% Notes contain the same guarantees, restrictive covenants and maturity date as our existing 10 ³/4% senior notes. The Company used substantially all of the net proceeds from the 2003 10 ³/4% Notes to pay down its outstanding borrowings under its receivables securitization facility.

18

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

9.    Condensed Consolidating Financial Information of Guarantor Subsidiaries

Certain indebtedness of URI, a 100%-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 100%-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 March 31, 2003 and December 31, 2002, and for each of the three month periods ended March 31, 2003 and 2002, are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows:

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2003

	Parent			URI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
ASSETS
Cash and cash equivalents							$	28,459		$	4,469					$	32,928
Accounts receivable, net				$	16,342			376,775			29,149						422,266
Intercompany receivable (payable)					614,424			(433,932	)		(180,492	)
Inventory					42,315			60,056			5,410						107,781
Prepaid expenses and other assets					43,502			97,843			1,187		$	8,403			150,935
Rental equipment, net					1,007,923			684,350			145,825						1,838,098
Property and equipment, net	$	25,344			116,710			259,989			16,328						418,371
Investment in subsidiaries		1,541,509			2,275,120									(3,816,629	)
Intangible assets, net					245,435			1,344,634			131,628						1,721,697
	$	1,566,853		$	4,361,771		$	2,418,174		$	153,504		$	(3,808,226	)	$	4,692,076
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable				$	52,086		$	126,649		$	12,922					$	191,657
Debt	$	226,550			2,472,494			392			60,745		$	(226,550	)		2,533,631
Deferred taxes					208,842			(805	)		12,717						220,754
Accrued expenses and other liabilities					113,848			83,541			6,449			(24,657	)		179,181
Total liabilities		226,550			2,847,270			209,777			92,833			(251,207	)		3,125,223
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust														226,550			226,550
Stockholders’ equity:
Preferred stock		5															5
Common stock		771															771
Additional paid-in capital		1,345,128			1,581,833			1,901,936			68,395			(3,552,164	)		1,345,128
Deferred compensation		(55,218	)														(55,218	)
Retained earnings		60,558			(62,443	)		306,461			(1,672	)		(242,346	)		60,558
Accumulated other comprehensive loss		(10,941	)		(4,889	)					(6,052	)		10,941			(10,941	)
Total stockholders’ equity		1,340,303			1,514,501			2,208,397			60,671		$	(3,783,569	)		1,340,303
	$	1,566,853		$	4,361,771		$	2,418,174		$	153,504		$	(3,808,226	)	$	4,692,076

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2002

	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
ASSETS
Cash and cash equivalents							$	16,908		$	2,323					$	19,231
Accounts receivable, net				$	7,354			426,733			32,109						466,196
Intercompany receivable (payable)					604,962			(422,624	)		(182,338	)
Inventory					36,602			50,450			4,746						91,798
Prepaid expenses and other assets					42,158			79,323			1,326		$	8,486			131,293
Rental equipment, net					1,003,791			709,615			132,269						1,845,675
Property and equipment, net	$	25,765			137,713			246,307			15,567						425,352
Investment in subsidiaries		1,532,290			2,216,629									(3,748,919	)
Intangible assets, net					243,529			1,344,537			122,946						1,711,012
	$	1,558,055		$	4,292,738		$	2,451,249		$	128,948		$	(3,740,433	)	$	4,690,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable				$	50,931		$	139,922		$	16,185					$	207,038
Debt	$	226,550			2,454,119			711			57,968		$	(226,550	)		2,512,798
Deferred taxes					226,392			(805	)								225,587
Accrued expenses and other liabilities					58,968			115,430			8,699			3,982			187,079
Total liabilities		226,550			2,790,410			255,258			82,852			(222,568	)		3,132,502
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust														226,550			226,550
Stockholders’ equity:
Preferred stock		5															5
Common stock		765															765
Additional paid-in capital		1,341,290			1,562,410			1,901,936			68,395			(3,532,741	)		1,341,290
Deferred compensation		(52,988	)														(52,988	)
Retained earnings		69,281			(53,830	)		294,055			(1,703	)		(238,522	)		69,281
Accumulated other comprehensive loss		(26,848	)		(6,252	)					(20,596	)		26,848			(26,848	)
Total stockholders’ equity		1,331,505			1,502,328			2,195,991			46,096		$	(3,744,415	)		1,331,505
	$	1,558,055		$	4,292,738		$	2,451,249		$	128,948		$	(3,740,433	)	$	4,690,557

20

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended March 31, 2003
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
Revenues:
Equipment rentals				$	200,718		$	217,140		$	25,790				$	443,648
Sales of rental equipment					16,293			15,915			2,872					35,080
Sales of equipment and merchandise and other revenues					53,832			50,994			8,297					113,123
Total revenues					270,843			284,049			36,959					591,851
Cost of revenues:
Cost of equipment rentals, excluding depreciation					105,009			132,803			14,592					252,404
Depreciation of rental equipment					38,969			35,651			6,123					80,743
Cost of rental equipment sales					10,737			10,919			1,599					23,255
Cost of equipment and merchandise sales and other operating costs					38,782			36,490			6,188					81,460
Total cost of revenues					193,497			215,863			28,502					437,862
Gross profit					77,346			68,186			8,457					153,989
Selling, general and administrative expenses					45,117			45,000			6,644					96,761
Non-rental depreciation and amortization	$	2,450			7,360			6,372			713	$	83			16,978
Operating income (loss)		(2,450	)		24,869			16,814			1,100		(83	)		40,250
Interest expense		3,681			50,137			11			827		(3,681	)		50,975
Preferred dividends of a subsidiary trust													3,681			3,681
Other (income) expense, net					3,205			(3,535	)		224					(106	)
Income (loss) before provision (benefit) for income taxes		(6,131	)		(28,473	)		20,338			49		(83	)		(14,300	)
Provision (benefit) for income taxes		(2,391	)		(11,104	)		7,932			18		(32	)		(5,577	)
Income (loss) before equity in net earnings of subsidiaries		(3,740	)		(17,369	)		12,406			31		(51	)		(8,723	)
Equity in net loss of subsidiaries		(4,932	)		12,437								(7,505	)
Net income (loss)	$	(8,672	)	$	(4,932	)	$	12,406		$	31	$	(7,556	)	$	(8,723	)

21

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended March 31, 2002
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
Revenues:
Equipment rentals				$	195,853		$	230,488		$	19,947					$	446,288
Sales of rental equipment					29,281			5,359			4,490						39,130
Sales of equipment and merchandise and other revenues					57,148			50,666			5,733						113,547
Total revenues					282,282			286,513			30,170						598,965
Cost of revenues:
Cost of equipment rentals, excluding depreciation					95,843			128,215			11,504						235,562
Depreciation of rental equipment					35,444			37,678			4,928						78,050
Cost of rental equipment sales					18,524			3,810			2,798						25,132
Cost of equipment and merchandise sales and other operating costs					41,838			35,046			4,129						81,013
Total cost of revenues					191,649			204,749			23,359						419,757
Gross profit					90,633			81,764			6,811						179,208
Selling, general and administrative expenses					43,865			48,738			5,892						98,495
Non-rental depreciation and amortization	$	2,129			5,893			5,202			660						13,884
Operating income (loss)		(2,129	)		40,875			27,824			259						66,829
Interest expense		4,694			45,021			3,731			1,231		$	(4,694	)		49,983
Preferred dividends of a subsidiary trust														4,694			4,694
Other (income) expense, net					2,448			(3,110	)		382						(280	)
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		(6,823	)		(6,594	)		27,203			(1,354	)					12,432
Provision (benefit) for income taxes		(2,661	)		(2,571	)		10,693			(613	)					4,848
Income (loss) before cumulative effect of change in accounting principle and equity in net earnings of subsidiaries		(4,162	)		(4,023	)		16,510			(741	)					7,584
Cumulative effect of change in accounting principle					(86,598	)		(168,078	)		(33,663	)					(288,339	)
Income (loss) before equity in net earnings of subsidiaries		(4,162	)		(90,621	)		(151,568	)		(34,404	)					(280,755	)
Equity in net loss of subsidiaries		(276,593	)		(185,972	)								462,565
Net income (loss)	$	(280,755	)	$	(276,593	)	$	(151,568	)	$	(34,404	)	$	462,565		$	(280,755	)

22

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

	For the Three Months Ended March 31, 2003
	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(1,842	)	$	59,691		$	23,375		$	1,430					$	82,654
Cash flows from investing activities:
Purchases of rental equipment					(70,048	)		(22,996	)		(9,455	)					(102,499	)
Purchases of property and equipment		(1,839	)		(2,027	)		(4,580	)		(439	)					(8,885	)
Proceeds from sales of rental equipment					16,293			15,915			2,872						35,080
Purchases of other companies					(4,162	)											(4,162	)
Deposits on rental equipment purchases					(13,422	)											(13,422	)
Net cash used in investing activities		(1,839	)		(73,366	)		(11,661	)		(7,022	)					(93,888	)
Cash flows from financing activities:
Proceeds from debt					19,500												19,500
Payments of debt					(1,554	)		(163	)		(1,324	)					(3,041	)
Payments of financing costs					(590	)											(590	)
Dividend distributions to parent					(3,681	)							$	3,681
Proceeds from dividends from subsidiary		3,681												(3,681	)
Net cash provided by (used in) financing activities		3,681			13,675			(163	)		(1,324	)					15,869
Effect of foreign exchange rates											9,062						9,062
Net increase in cash and cash equivalents								11,551			2,146						13,697
Cash and cash equivalents at beginning of period								16,908			2,323						19,231
Cash and cash equivalents at end of period							$	28,459		$	4,469					$	32,928
Supplemental disclosure of cash flow information:
Cash paid for interest	$	4,602		$	34,324		$	202		$	844					$	39,972
Cash paid for income taxes, net of refunds				$	(91	)				$	451					$	360
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				$	3,314											$	3,314
Liabilities assumed					(50	)											(50	)
					3,264												3,264
Due to seller and other payments					898												898
Net cash paid				$	4,162											$	4,162

23

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

	For the Three Months Ended March 31, 2002
	Parent			URI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(15,639	)	$	13,832		$	27,348		$	3,026		$	12,034		$	40,601
Cash flows from investing activities:
Purchases of rental equipment					(60,278	)		(19,340	)		(4,515	)					(84,133	)
Purchases of property and equipment		(535	)		(2,880	)		(3,422	)		(385	)					(7,222	)
Proceeds from sales of rental equipment					29,281			5,359			4,490						39,130
Capital contributed to subsidiary		(58,548	)											58,548
Purchases of other companies					(48,667	)											(48,667	)
Deposits on rental equipment purchases					(28,000	)											(28,000	)
In-process acquisition costs														(554	)		(554	)
Net cash used in investing activities		(59,083	)		(110,544	)		(17,403	)		(410	)		57,994			(129,446	)
Cash flows from financing activities:
Proceeds from debt					96,500												96,500
Payments of debt					(25,786	)		(477	)		(1,349	)					(27,612	)
Payments of financing costs					(387	)											(387	)
Capital contributions by parent					58,548									(58,548	)
Dividend distributions to parent					(38,548	)								38,548
Shares repurchased and retired		(22,374	)														(22,374	)
Proceeds from the exercise of common stock options		58,548															58,548
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired														(11,480	)		(11,480	)
Proceeds from dividends from subsidiary		38,548												(38,548	)
Net cash provided by (used in) financing activities		74,722			90,327			(477	)		(1,349	)		(70,028	)		93,195
Effect of foreign exchange rates											(426	)					(426	)
Net increase (decrease) in cash and cash equivalents					(6,385	)		9,468			841						3,924
Cash and cash equivalents at beginning of period					6,385			19,798			1,143						27,326
Cash and cash equivalents at end of period							$	29,266		$	1,984					$	31,250
Supplemental disclosure of cash flow information:
Cash paid for interest	$	4,875		$	33,781		$	3,904		$	1,256					$	43,816
Cash paid for income taxes, net of refunds				$	(127	)				$	720					$	593
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				$	52,805											$	52,805
Liabilities assumed					(5,154	)											(5,154	)
					47,651												47,651
Due to seller and other payments					1,016												1,016
Net cash paid				$	48,667											$	48,667

24

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

The following discussion reviews our operations for the three months ended March 31, 2003 and 2002 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 2002 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 0% to 10% of cost.

Selling, general and administrative expenses primarily include sales commissions, bad debt expense, 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 other intangible assets. Our other intangible assets consist of non-compete agreements.

We completed acquisitions in each of 2003 and 2002. See Note 2 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report. In view of the fact that our operating results for these years were affected by acquisitions, we believe that our results for these periods may not be directly comparable.

Change in Accounting Treatment for Goodwill and Other Intangible Assets

Goodwill consists of the excess of cost over the fair value of identifiable net assets acquired. The goodwill related to an acquisition is allocated to the acquired branches and other branches that are expected to benefit from synergies resulting from the acquisition. The allocation among such branches is based upon the relative financial performance of each branch.

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 amortized. Our other

25

intangible assets will continue to be amortized over their estimated 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, calculated 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 as an expense.

We completed our initial impairment analysis in the first quarter of 2002 and recorded a non-cash charge of approximately $348.9 million ($288.3 million, net of tax). This impairment charge, net of tax benefit, was recorded on our statement of operations as a “Cumulative Effect of Change in Accounting Principle.” This charge appears below the operating income line and, accordingly, does not impact operating income. In the fourth quarter of 2002 during our first annual impairment analysis, we recorded an additional non-cash impairment charge of approximately $247.9 million. This impairment charge was recorded on the statement of operations as “goodwill impairment.” This charge appears above the operating income line and, accordingly, does impact operating income. The number of branches at which there was some impairment represented approximately 43% of our total branches. However, a substantial part of the total impairment charges (approximately 85%) reflected impairment at approximately 20% of our total branches. Our stockholders’ equity was reduced by the amount of both charges.

Under SFAS No. 142, we are required to review our goodwill for further impairment at least annually. Our next annual impairment test will be as of October 1, 2003. Impairment testing may be required earlier if events or circumstances suggest that the Company’s goodwill could be impaired. Any future goodwill impairment charge would be recorded on our statement of operations as “goodwill impairment” and would reduce operating income.

We test for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of our branches has impairment and even if there is no impairment for all our branches on an aggregate basis. Factors that may cause future impairment at a particular branch, in addition to macroeconomic factors that affect all our branches, include changes in local demand and local competitive conditions. The continued weakness in non-residential construction spending and reduced state spending on infrastructure projects, in combination with the fact that we test for impairment on a branch-by-branch basis, increases the likelihood that we will be required to take additional non-cash goodwill write-offs in the future, although we cannot quantify at this time the magnitude of any future write-offs. Future goodwill write-offs, if required, may have a material adverse effect on our results.

Restructuring Plans in 2001 and 2002

We adopted a restructuring plan in 2001 and a restructuring plan in the fourth quarter of 2002 as described below. In connection with these plans, we recorded pre-tax restructuring charges of $28.9 million in 2001 and $28.3 million in the fourth quarter of 2002.

The 2001 plan involved the following principal elements: (i) 31 underperforming branches and five administrative offices were closed or consolidated with other locations ($18.3 million), (ii) the reduction of our workforce by 489 through the termination of branch and administrative personnel ($5.7 million), and (iii) certain information technology hardware and software was no longer used ($4.9 million). We estimate that we realized annual cost savings from this plan in the range of $27 million to $33 million. These cost savings represent the costs eliminated by the restructuring plan partially offset by estimated increased costs at remaining branches due to the shift to remaining branches of a portion of the equipment and business of the closed branches.

The 2002 plan involved the following principal elements: (i) 42 underperforming branches and five administrative offices will be closed or consolidated with other locations (including 32 closed or consolidated as of March 31, 2003) ($24.6 million); (ii) our workforce will be reduced by 412 (including 298 terminated as of March 31, 2003) ($2.8 million), and (iii) a certain information technology project was abandoned ($0.9 million).

The aggregate balance of the 2001 and 2002 charges was $23.7 million as of March 31, 2003, consisting of $1.7 million for the 2001 charge and $22.0 million for the 2002 charge, and $27.1 million as of December 31,

26

2002, consisting of $2.3 million for the 2001 charge and $24.8 million for the 2002 charge. We estimate that approximately $10.0 million of the aggregate amount will be incurred by December 31, 2003 (comprised of $9.4 million of cash and $0.6 million of non-cash) and approximately $13.7 million will be paid in future periods.

Components of the restructuring charges are as follows (in thousands):

	Balance December 31, 2002		Activity in 2003		Balance March 31, 2003
Costs to vacate facilities	$	22,258	$	2,773	$	19,485
Workforce reduction costs		3,462		412		3,050
Information technology costs		1,395		196		1,199
	$	27,115	$	3,381	$	23,734

Results of Operations

Three Months Ended March 31, 2003 and 2002

Revenues.    We had total revenues of $591.9 million in the first three months of 2003, representing a decrease of 1.2% from total revenues of $599.0 million in the first three months of 2002. The different components of our revenues are discussed below:

1.  Equipment Rentals.    Our revenues from equipment rentals were $443.6 million in the first quarter of 2003, representing a decrease of 0.6% from $446.3 million in the first three months of 2002. These revenues accounted for 75.0% of our total revenues in 2003 compared with 74.5% of our total revenues in 2002.

Rental rates were down 2.3% in the first quarter of 2003 compared to the same period last year. This decrease principally reflected continued weakness in non-residential construction. Our dollar equipment utilization rate in the first quarter of 2003 was 46.6% compared to 49.6% in last year’s first quarter. The decrease in the utilization rate was primarily attributable to the declines in rental rates and weakness in traffic equipment rentals.

The 0.6% decline in equipment rental revenues principally reflected the net effect of the following:

• Our revenues at locations open more than one year, or same store rental revenues, increased by approximately 1.6%. This increase reflected an increase in the volume of transactions at these locations, which was more than sufficient to offset the decline in rental rates. This volume increase was primarily driven by the transfer to these locations of equipment that had previously been deployed at branches that were closed or consolidated under our restructuring plan. Although overall we saw an increase in our rental volume, the volume of traffic equipment rentals decreased principally due to reduced state spending for infrastructure projects.

• We lost revenues due to the closing or sale of branches and added revenues due to the addition of new locations through acquisitions and start-ups. The net effect of these two factors was a loss of revenues that more than offset the increase in same store rental revenues.

2.  Sales of Rental Equipment.    Our revenues from sales of rental equipment were $35.1 million in the first three months of 2003, representing a decrease of 10.4% from $39.1 million in the first three months of 2002. These revenues accounted for 5.9% of our total revenues in the first three months of 2003 compared with 6.5% of our total revenues in the first three months of 2002. The decrease in these revenues in the first three months of 2003 reflected weaker pricing and the slowing of equipment sales as part of our plan to increase the average age of our fleet (as described below under “—Liquidity and Capital Resources—Cash Requirements Related to Operations”).

27

3.  Sales of Equipment and Merchandise and Other Revenues.    Our revenues from “sale of equipment and merchandise and other revenues” were $113.1 million in the first three months of 2003 and $113.5 million in the first three months of 2002. These revenues accounted for 19.1% of our total revenues in the first three months of 2003 compared with 19.0% of our total revenues in the first three months of 2002. Revenues in the first three months of 2003 as compared to the first three months of 2002 reflected a decrease in new equipment sales which was offset by increases in revenues from sales of merchandise and service.

Gross Profit.    Gross profit decreased to $154.0 million in the first three months of 2003 from $179.2 million in the first three months of 2002. This decrease reflected the decrease in total revenues discussed above, as well as the decrease in gross profit margin described below primarily from equipment rental. 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 24.9% in the first three months of 2003 and 29.7% in the first three months of 2002. The decrease in 2003 principally reflected the decrease in rental rates described above, the decrease in traffic equipment rentals, higher costs related to fuel, employee benefits and insurance and increased rental depreciation due to a larger fleet size.

2.  Sales of Rental Equipment.    Our gross profit margin from sales of rental equipment was 33.7% in the first three months of 2003 and 35.8% in the first three months of 2002. The decrease in 2003 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 28.0% in the first three months of 2003 and 28.7% in the first three months of 2002.

Selling, General and Administrative Expenses.    Selling, general and administrative expenses (“SG&A”) were $96.8 million, or 16.3% of total revenues, during the first three months of 2003 and $98.5 million, or 16.4% of total revenues, during the first three months of 2002. This decrease in SG&A reflected our continued focus on SG&A cost reductions.

Non-rental Depreciation and Amortization.    Non-rental depreciation and amortization was $17.0 million, or 2.9% of total revenues, in the first three months of 2003 and $13.9 million, or 2.3% of total revenues, in the first three months of 2002. The increase in 2003 was primarily attributable to an increase in transportation equipment and an increase in leasehold improvements in connection with branch upgrades.

Operating Income.    We recorded operating income of $40.3 million in the first three months of 2003 compared with operating income of $66.8 million in the first three months of 2002. The principal reason for the decrease in 2003 was the decline in revenues and gross margins described above.

Interest Expense.    Interest expense was $51.0 million in the first three months of 2003 and $50.0 million in the first three months of 2002. The increase in 2003 principally reflected an increase in interest expense related to a higher average debt balance partially offset by lower interest rates on our variable rate debt.

Preferred Dividends of a Subsidiary Trust.    Preferred dividends of a subsidiary trust were $3.7 million during the first three months of 2003 and $4.7 million during the first three months of 2002. The decrease in 2003 reflected our repurchase of a portion of our outstanding trust preferred securities during 2002.

Other (Income) Expense.    Other income was $0.1 million in the first three months of 2003 and $0.3 million in the first three months of 2002.

Income Taxes.    Income taxes were a benefit of $5.6 million, or an effective rate of 39%, in the first three months of 2003 and a provision for taxes of $4.8 million, or an effective rate of 39%, in the first three months of 2002.

28

Income (Loss) Before Cumulative Effect of Change in Accounting Principle.    We had a loss before cumulative effect of change in accounting principle of $8.7 million in the first three months of 2003 and income before cumulative effect of change in accounting principle of $7.6 million in the first three months of 2002. The loss in 2003 principally reflected the decrease in operating income described above.

Cumulative Effect of Change in Accounting Principle.    During the first three months of 2002, 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.

Liquidity and Capital Resources

Financing Transaction in April 2003

On April 9, 2003, URI issued an additional $200 million aggregate principal amount of its 10 ³/4% Senior Notes which are due April 15, 2008. The gross proceeds from the sale of these notes were $207 million and the net proceeds were approximately $202 million (after deducting the initial purchasers’ discount and estimated offering expenses). These notes are unsecured and were issued by United Rentals (North America), Inc. (“URI”), a wholly owned subsidiary of United Rentals, Inc. (“Holdings”) and are guaranteed by Holdings and, subject to limited exceptions, our domestic subsidiaries. We used substantially all of the net proceeds from these notes to pay down our outstanding borrowings under our receivables securitization facility. This facility is currently scheduled to mature and terminate in June 2003, absent the consent of the lenders to renew the facility. We intend to seek the lenders’ consent to renew this facility or, alternatively, seek to obtain a new facility. The repayment of the outstanding borrowings under the accounts receivables securitization facility from the proceeds of the notes offering gives us additional flexibility to borrow in the future to fund general corporate purposes or growth opportunities. These may include fleet expansion when non-residential construction eventually rebounds, acquisitions or the repurchase of outstanding securities of our company. The principal purpose of the April notes offering was to obtain additional borrowing flexibility and to lengthen the maturity of our debt. For additional information concerning this transaction, see Note 7 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

Sources and Uses of Cash

During the first three months of 2003, we (i) generated cash from operations of $82.7 million, (ii) generated cash from the sale of rental equipment of $35.1 million and (iii) obtained cash from borrowings, net of repayments, of approximately $16.5 million. We used cash during this period principally to (i) pay consideration for acquisitions of $4.2 million, (ii) purchase rental equipment of $102.5 million, (iii) purchase other property and equipment of $8.9 million and (iv) pay deposits on rental equipment purchases of $13.4 million.

Cash Requirements Related to Operations

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under our revolving credit facility and receivables securitization facility. As of May 8, 2003, we had $451.8 million of borrowing capacity available under our $650 million revolving credit facility (reflecting outstanding loans of approximately $49.7 million and outstanding letters of credit in the amount of approximately $148.5 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, (iv) debt service, and (v) costs relating to our restructuring plans. We plan to fund such cash requirements relating to our existing operations from our existing sources of cash described above. In addition, we plan to seek additional financing through the securitization of

29

some of our equipment. For information on the scheduled principal payments coming due on our outstanding debt and on the payments coming due under our existing operating leases, see “—Certain Information Concerning Contractual Obligations.”

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 the year 2003 will be approximately $350 million for our existing operations. These expenditures are comprised of approximately $300 million of expenditures to replace rental equipment sold, of which $102 million was expended during the first quarter of 2003, and approximately $50 million of expenditures for the purchase of non-rental equipment, of which $9 million was expended during the first quarter of 2003. 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 plan to increase the weighted average age of our fleet, which is approximately 37 months, to 42 months by the end of 2003. Over the longer term we may further increase the average age of our fleet to about 45 months. This plan reflects our belief that the optimum age of our fleet is somewhat higher than where it is today. In estimating the optimum age of our fleet, we have taken into account a number of factors, including our current estimates regarding the relationship between age and reliability and maintenance costs and the capital expenditures required to maintain the fleet at a particular age. We will continue to evaluate these factors and, if our estimates prove inaccurate, may modify our plan.

While emphasizing internal growth, we may also continue to expand through a disciplined acquisition program. We will consider potential transactions of varying sizes 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.

Certain Information Concerning Contractual Obligations

The table below provides certain information concerning the payments coming due under certain categories of our existing contractual obligations:

	Remainder of 2003			2004		2005		2006		2007		2008		Thereafter		Total
	(in thousands)
Debt excluding capital leases(1)	$	182,598	(2)	$	6,904	$	220	$	107,470	$	580,102	$	1,056,366	$	557,611	$	2,491,271
Capital leases(1)		9,412			20,097		7,485		5,043		323						42,360
Operating leases(1):
Real estate		50,939			63,084		55,177		50,200		45,809		36,585		89,622		391,416
Rental equipment		85,869			89,960		84,097		247,959		40,635		531				549,051
Other equipment		16,159			15,847		5,239		2,063		1,072		357				40,737
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust															226,550		226,550
Purchase obligations
Other long-term obligations
Total	$	344,977		$	195,892	$	152,218	$	412,735	$	667,941	$	1,093,839	$	873,783	$	3,741,385

(1) The payments due with respect to a period represent (i) in the case of debt and capital leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the minimum lease payments due in such period under non-cancelable operating leases plus the maximum potential guarantee amounts discussed below under “—Certain Information Concerning Off-Balance Sheet Arrangements—Operating Leases.”

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(2) Includes $180 million that is payable should our accounts receivable securitization facility terminate in June 2003. The term of this facility may be extended subject to the lenders’ consent being obtained. Extension of the facility in 2003 would reduce the debt payable in 2003 from $182.6 million to $2.6 million and increase by a corresponding amount the debt payable in the year during which the extended facility terminates.

Certain Information Concerning Off-Balance Sheet Arrangements

Restricted Stock.    We have granted to employees other than executive officers and directors approximately 1,200,000 shares of restricted stock that contain the following provisions. The shares vest in 2004, 2005 or 2006 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: (i) 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; (ii) approximately $800,000 for each dollar by which the per share proceeds of these sales are less than $15.17 but more than $9.18; and (iii) approximately $1,200,000 for each dollar by which the per share proceeds of these sales are less than $9.18.

Operating Leases.    We lease real estate, rental equipment and non-rental equipment under operating leases as a regular business activity. As part of many of our equipment operating leases, we guarantee that the value of the equipment at the end of the term will not be less than a specified projected residual value. The use of these guarantees helps to lower our monthly operating lease payments. We believe that the projected residual values are reasonable and, accordingly, that we are not likely to incur material obligations pursuant to such guarantees. However, we cannot be certain that the actual residual values will not turn out to be significantly below the projected values that we guaranteed. If the residual value for all equipment subject to such guarantees were to be zero, then our maximum potential liability under these guarantees would be approximately $229.9 million. In conformity with applicable accounting standards this potential liability is currently not recorded on our balance sheet. However, this may change under a recently issued accounting interpretation relating to the consolidation of variable interest entities described below under “Impact of Recently Issued Accounting Standards.” For additional information concerning lease payment obligations under our operating leases, see “—Certain Information Concerning Contractual Obligations”.

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 the Trust Preferred Securities that were issued by a subsidiary trust of Holdings as described above.

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 loss reported on the consolidated financial statements of URI is less than the net loss reported on the consolidated financial statements of Holdings.

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Seasonality

Our business is seasonal with demand for our rental equipment tending to be lower in the winter months. The seasonality of our business is heightened because we offer for rent traffic control equipment. Branches that rent a significant amount of this type of equipment 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.

Impact of Recently Issued Accounting Standards

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. We adopted this standard on January 1, 2003, and will 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 did not have a material effect on our consolidated financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. This standard provides alternative methods of transition to the fair value method of accounting for stock-based employee compensation under SFAS No. 123, “Accounting for Stock-Based Compensation,” but does not require us to use the fair value method. This standard also amends certain disclosure requirements related to stock-based employee compensation. We adopted the disclosure portion of this standard as of December 31, 2002 and such adoption is reflected in Note 1 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” which addresses consolidation of variable interest entities (“VIEs”). FIN 46 requires a VIE to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to VIEs created after January 31, 2003. For entities created prior to February 1, 2003, these requirements will begin to apply in the first fiscal year or interim period beginning after June 15, 2003.

We lease a portion of our rental equipment under operating leases (as described in Note 15 to our consolidated financial statements included in our 2002 Annual Report on Form 10-K incorporated by reference herein), and based on our preliminary assessment a substantial portion of these leases may be with VIEs. In accordance with currently applicable accounting standards, neither the equipment subject to these leases nor the lease obligations are reflected on our balance sheet (rather the lease payments are reflected as an expense). FIN 46 may change this treatment for those operating leases that are with VIEs. If FIN 46 applies, the lease payment obligations would be reflected as debt on our balance sheet and the equipment, less applicable depreciation,

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would be reflected as an asset. To the extent that the amount of additional debt recorded on the balance sheet in connection with adoption of FIN 46 exceeds the amount of the additional assets so recorded, we would recognize a non-cash expense designated as “cumulative effect of change in accounting principle” which could be material. The adoption of FIN 46 will not change the amount of our contractual payment obligations and should not impact compliance with our existing debt covenants. Accordingly, the adoption of FIN 46 should not have a material impact on our liquidity or overall financial condition.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This standard amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard is effective for contracts entered into or modified after June 30, 2003, except as stated below and for hedging relationships designated after June 30, 2003. The provisions of this standard that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. The adoption of this standard regarding the provisions effective after June 30, 2003 is not expected to have a material effect on our statements of financial position or operations.

Factors that May Influence Future Results and Accuracy of 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 operating results by decreasing revenues and gross profit margins. For example, there was a significant decline in non-residential construction activity in 2002 which depressed demand for our equipment and put downward pressure on rental rates. This was the principal reason that in 2002; (i) our rental rates declined approximately 4.8% from 2001, (ii) our rental revenues from locations open more than one year declined approximately 2.7% from 2001 and (iii) our gross profit margin from equipment rental revenues declined to 32.1% from 37.9% 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;

• adverse weather conditions which may temporarily affect a particular region; or

• terrorism or hostilities involving the United States.

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 is reduced.

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;

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• 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 therefor due to changes in economic conditions, competition or other factors;

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

• increases in the cost of fuel;

• 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;

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

Substantial Goodwill

At March 31, 2003, we had on our balance sheet net goodwill in the amount of $1,716.7 million, which represented approximately 36.6% 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 value of the net assets of those businesses. We are required to test our goodwill for impairment at least annually. In general, this means that we must determine whether the fair value of the goodwill, calculated 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 as an expense. Any write-off would reduce our total assets and shareholders’ equity and be a charge against income.

We test for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of our branches has impairment and even if there is no impairment for all our branches on an aggregate basis. Factors that may cause future impairment at a particular branch, in addition to macro economic factors that affect all our branches, include changes in local demand and local competitive conditions. The fact that we test for impairment on a branch-by-branch basis increases the likelihood that we will be required to take additional non-cash goodwill write-offs in the future, although we cannot quantify at this time the magnitude of any future write-off.

Substantial Indebtedness

At March 31, 2003, our total indebtedness was approximately $2,533.6 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;

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• selling assets; or

• restructuring or refinancing our indebtedness.

Even if we adopt an alternative strategy, the strategy may not be successful and we may continue to be unable to service our indebtedness and fund our business.

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 March 31, 2003, we had $867.6 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. Even if we adopt an alternative strategy, the strategy may not be successful and we may not have sufficient liquidity for our business.

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 operating results 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. However, we may not succeed in obtaining the requisite additional financing on terms that are satisfactory to us or at all. 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 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 or in maintaining uniform standards; and

• loss of key employees of the acquired company.

It is possible that we will not realize the expected benefits from our acquisitions or that our existing operations will be harmed as a result of acquisitions.

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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. 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 deductibles of $2 million for general liability and $3 million for automobile liability and limited to a maximum of $100 million per occurrence;

• we do not maintain coverage for environmental liability (other than legally required fuel storage tank coverage), since we believe that the cost for such coverage is high relative to the benefit that it provides; 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 because our expenses related to claims would increase. It is possible that some or all of the insurance that is currently available to us will not be available in the future on economically reasonable terms or at all.

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, and 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.

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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 operating results could be adversely affected depending on the magnitude of the cost.

Labor Matters

We have approximately 1,000 employees that are represented by unions and 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.

Increase in the Average Age of our Fleet

In formulating our plan to increase the average age of our fleet during 2003 and possibly beyond, we have made estimates concerning the relationship between the age of our fleet and required maintenance costs. If our estimates are wrong, our operating results could be adversely affected because our maintenance expenses would be higher than anticipated.

Operations Outside the United States

Our operations in Canada and Mexico 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, 2002. There has been no material change in these market risks since the end of the fiscal year 2002.

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).
4(a)*	Registration Rights Agreement dated as of April 9, 2003, among United Rentals (North America), Inc., the Guarantors named therein, and the initial purchasers named therein.
10(a)*	Purchase Agreement dated April 4, 2003 relating to the initial sale by United Rentals (North America), Inc. of $200 million aggregate principal amount of 10 3/4% Senior Notes due 2008.
10(b)*	Severance Agreement with Michael J. Nolan, dated as of April 29, 2003**
10(c)*	Letter Agreement with Bradley S. Jacobs, dated as of April 21, 2003**
10(d)*	Letter Agreement with John N. Milne, dated as of April 21, 2003**
10(e)*	Letter Agreement with Wayland R. Hicks, dated as of April 21, 2003**
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 February 25, 2003 (earliest event reported February 24, 2003); Item 9 was reported.

* Filed herewith

** This document is a management contract or compensatory plan or arrangement.

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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: May 14, 2003	UNITED RENTALS, INC.
	By:	/S/    JOHN N. MILNE
		John N. Milne President and Chief Financial Officer (Principal Financial Officer)
Dated: May 14, 2003	UNITED RENTALS, INC.
	By:	/S/    JOSEPH B. SHERK
		Joseph B. Sherk Vice President, Corporate Controller (Principal Accounting Officer)
Dated: May 14, 2003	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/S/    JOHN N. MILNE
		John N. Milne President and Chief Financial Officer (Principal Financial Officer)
Dated: May 14, 2003	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.

May 14, 2003

/S/    BRADLEY S. JACOBS

Bradley S. Jacobs
Chief Executive Officer

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CERTIFICATIONS

I, John M. Milne, 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.

May 14, 2003

/S/    JOHN N. MILNE

John N. Milne

President and Chief Financial Officer

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EX-4.(A)

Exhibit 4(a)

$200,000,000

UNITED RENTALS (NORTH AMERICA), INC.

10 3/4% Senior Notes Due 2008

REGISTRATION RIGHTS AGREEMENT

April 9, 2003

CREDIT SUISSE FIRST BOSTON LLC

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

LEHMAN BROTHERS INC.

UBS WARBURG LLC

C/O CREDIT SUISSE FIRST BOSTON LLC

Eleven Madison Avenue

New York, New York 10010-3629

Dear Sirs:

United Rentals (North America), Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Banc of America Securities LLC, Deutsche Bank Securities Inc., Lehman Brothers Inc. and UBS Warburg LLC (collectively, the “Initial Purchasers”), for whom Credit Suisse First Boston LLC is the sole book-running manager, upon the terms set forth in a purchase agreement dated as of April 4, 2003 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 10 3/4% Senior Notes due 2008 (the “Notes”) to be guaranteed (the “Guaranties”) by the entities listed herein (the “Guarantors”). The Notes and the Guaranties are together referred to as the “Initial Securities”. The Initial Securities will be issued as additional securities pursuant to an Indenture, dated as of April 20, 2001 (the “Indenture”), among the Company, the Guarantors named therein and The Bank of New York, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the “Holders”), as follows:

1.    Registered Exchange Offer.  Unless not permitted by applicable law, the Company shall prepare and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the

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“Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company shall use its best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 150 days after the Closing Date (such 150th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company commences the Registered Exchange Offer, the Company will be required to consummate the Registered Exchange Offer no later than 180 days after the Closing Date (such 180th day being the “Consummation Deadline”).

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall, as soon as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

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The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for a period of time commencing on the day the Registered Exchange Offer is consummated and continuing for 90 days (or such shorter period during which Exchanging Dealers and other persons, if any, are required by law to deliver such prospectus); provided, however, that such period may be extended pursuant to Section 3(j) below.

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.

In connection with the Registered Exchange Offer, the Company shall:

(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

(y) deliver, or cause to be delivered, to the Trustee for cancelation all the Initial Securities so accepted for exchange; and

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(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

The Indenture provides that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities (the “Original Issue Date”).

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2.    Shelf Registration.  If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to

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effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the 180th day after the Closing Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):

(a) The Company shall, on or prior to 90 days after the Trigger Date (such 90th day being a “Filing Deadline”), use its best efforts to file with the Commission and thereafter use its best efforts to cause to be declared effective no later than 150 days after the Trigger Date (such 150th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided that if the obligation to file the Shelf Registration Statement arises because the Exchange Offer has not been consummated within 180 days after the Original Issue Date, then the Company will use its best efforts to file the Shelf Registration Statement on or prior to the 30th day after such filing obligation arises; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (such period being the “Shelf Registration Period”). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

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(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company use its best efforts to ensure that the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder; (ii) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any prospectus forming part of any Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.    Registration Procedures.  In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice

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of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders.

(b) After the Registration Statement has been declared effective, the Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer of the occurrence of any of the following that occurs after the Registration Statement has been declared effective (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective, provided that this clause (i) shall not apply with respect to regular filings of any document or report under the Exchange Act, at any time following the effectiveness of the applicable Registration Statement hereunder, where such filing is made as part of the Company’s periodic disclosure obligations under Sections 13 and 15 of the Exchange Act;

(ii) of any request by the Commission or any state securities authority for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading; and

(vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate.

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(c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

(e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h) Prior to any public offering of the Securities pursuant to any Registration Statement the Company shall use its reasonable best efforts to register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in

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writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall use its best efforts to prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company hereby agrees to notify the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j).

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

(l) The Company will use its best efforts to comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally

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available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

(m) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(n) Subject to Section 8(c), the Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as the Holders of a majority of the aggregate principal amount of Securities covered by such Registration Statement (the “Majority Holders”) shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

(o) For a reasonable period prior to the filing of a Shelf Registration Statement and prior to the execution of any underwriting or similar agreement make available for inspection by counsel selected by the Majority Holders (“Holders’ Counsel”) and any underwriters participating in an underwritten offering pursuant to a Shelf Registration Statement and not more than one accounting firm retained by the Majority Holders or underwriters, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such persons, and cause the respective officers, directors, employees, and any other agents of the Company to supply all information reasonably requested by any such persons, in connection with a Registration Statement; provided that any such records, documents, properties and such information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such records, documents, properties or information shall be kept confidential by any such persons and shall be used only in connection with such Registration Statement, unless disclosure thereof is made in connection with a court proceeding or required by law, or such information has become available (not in violation of this agreement) to the public generally or through a third party without an accompanying obligation of confidentiality, and the Company shall be entitled to request that such persons sign a confidentiality agreement to the foregoing effect.

(p) Subject to Section 8(c), in the case of any Shelf Registration, the Company, if requested by counsel to the Majority Holders of the Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates

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thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement in form, substance and scope customarily covered in opinions delivered in connection with shelf registrations; provided, however, that in the case of an underwritten offering such opinions shall also be addressed to the underwriters and also cover the matters customarily covered in opinions delivered by issuers in connection with primary underwritten offerings of debt securities comparable to the Securities (such additional opinions to be agreed upon by the underwriters and the Company, such agreement not to be unreasonably withheld), (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with shelf registrations; provided, however, that in the case of an underwritten offering such letters shall also be addressed to the underwriters and cover the matters customarily covered in “comfort letters” delivered by issuers in connection with primary underwritten offerings of debt securities comparable to the Securities (such letters to be agreed upon by the underwriters and such accountants, such agreement not to be unreasonably withheld); subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(q) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer that is subject to the prospectus delivery requirements of the Securities Act, and if a Registration Statement is required to be filed under the Securities Act, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 6(d) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(a) and (b) of the Purchase Agreement, with appropriate date changes.

(r) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the

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Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

(s) The Company will use its best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by the Majority Holders, or by the managing underwriters, if any.

(t) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(u) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

4.    Registration Expenses.  Subject to Section 8(c), all expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i)  all registration and filing fees and expenses;

(ii)  all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii)  all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone;

(iv)  all rating agency fees;

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(v)  all fees and disbursements of counsel for the Company;

(vi)  all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof;

(vii)  all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance);

(viii)  all fees and disbursements relating to the qualification of the Indenture under applicable securities laws;

(ix)  all premiums and other costs of policies of insurance maintained by the Company against liabilities arising out of the public offering of the Transfer Restricted Securities being registered;

(x)  all fees and expenses of a “qualified independent underwriter” as defined by Conduct Rule 2720 of the NASD, if required by the NASD rules, in connection with the offering of the Exchange Securities or Transfer Restricted Securities in an underwritten offering; and

(xi)  the reasonable fees and expenses of the Trustee, including its counsel, and any escrow agent or custodian. Notwithstanding the foregoing, the holders of the Exchange Securities or Transfer Restricted Securities being registered shall pay all agency or brokerage fees and commissions and underwriting discounts and commissions attributable to the sale of Transfer Restricted Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly) (excluding advisors or other experts retained by the Company, as aforesaid); provided, however, that in the case of a Shelf Registration Statement under Section 2 and Section 3 hereof, the Majority Holders may, in each case, if they so elect, select Holders’ Counsel to represent them (which may be counsel to the Initial Purchasers), in which event the aforementioned registration expenses shall include the reasonable fees and disbursements of such counsel up to a maximum of $80,000.

The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

5.    Indemnification.  (a)  Each of the Company and the Guarantors named in the Schedule hereto agree to indemnify and hold harmless the Initial Purchasers, each Holder of the Securities, any Participating Broker-Dealer, each underwriter who participates in an offering of Transfer Restricted Securities and each person, if any, who controls such Initial Purchaser, Holder, Participating Broker-Dealer or underwriter within the meaning of the Securities Act or the Exchange Act (each Initial Purchaser, Holder, any Participating Broker-Dealer, underwriter and such controlling persons are referred to

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collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or in any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Initial Purchaser, Holder, Participating Broker-Dealer or underwriter and furnished to the Company by or on behalf of such Initial Purchaser, Holder, Participating Broker-Dealer or underwriter specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement shall not inure to the benefit of any Initial Purchaser, Holder, Participating Broker-Dealer or underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Initial Purchaser, Holder, Participating Broker-Dealer or underwriter under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Initial Purchaser, Holder, Participating Broker-Dealer or underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Initial Purchaser, Holder, Participating Broker-Dealer or underwriter; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party.

(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company, the Initial Purchasers, each underwriter who participates in an offering of Transfer Restricted Securities and the other selling Holders and each of their respective directors and officers (including each officer of the Company who signed the Registration Statement) and each person, if any, who controls the Company within

15

the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or in any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on

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behalf of any indemnified party. The indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Initial Purchaser, Holder, Participating Broker-Dealer or underwriter or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancelation of this Agreement or any investigation made by or on behalf of any indemnified party.

6.    Additional Interest Under Certain Circumstances.  (a)  Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”):

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(i)  any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline;

(ii)  any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;

(iii)  the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or

(iv)  any Registration Statement required by this Agreement has been declared effective by the Commission but, thereafter during the period during which the Company is required to maintain the effectiveness thereof, (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities, for a period of 60 days, whether or not consecutive, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.0% per annum.

(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement, or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the

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related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a period of 60 days, whether or not consecutive, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c) Notwithstanding the foregoing, any Registration Default specified in clause (i), (ii) or (iii) of the preceding section (a) that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC.

(d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of Initial Securities then outstanding and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(e) Following the cure of all Registration Defaults the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the original rate; provided, however, that if, after any such additional interest ceases to accrue, a different event specified in clause (i), (ii), (iii) or (iv) of the definition of Registration Default above occurs, such additional interest shall begin to accrue again pursuant to the foregoing provisions.

The Company shall notify the Trustee within five business days after the occurrence of each Registration Default.

The Company shall pay the additional interest due on the Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, by 12:00 noon, New York City time, on or before the applicable semi-annual interest payment date for the Securities, immediately available funds in sums sufficient to pay the additional interest then due. The additional interest amount due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture.

Additional interest pursuant to this Section 6 constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the Holders and/or the Initial Purchasers with respect to any Registration Default.

(f) “Transfer Restricted Securities” means each Initial Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security

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for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act, (v) the date on which such Security shall have been otherwise transferred by the Holder thereof and a new Security not bearing a legend restricting further transfer shall have been delivered by the Issuer and subsequent disposition of such Security shall not require registration or qualification under the 1933 Act or any similar state law then in force, or (vi) such Security ceases to be outstanding.

7.    Rules 144 and 144A.  The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

8.    Underwritten Registrations.  (a) If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Majority Holders of such Transfer Restricted Securities to be included in such offering.

(b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(c) Notwithstanding anything to the contrary contained herein, (i) the Company shall not be required to cooperate with an underwritten offering unless a request for an underwritten offering is made by holders of 33-1/3% of Transfer Restricted Securities outstanding, (ii) the Company shall not be obligated to cooperate with more than one underwritten offering pursuant to this Agreement, (iii) upon receipt of a request to

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prepare and file an amendment or supplement to a Registration Statement and Prospectus in connection with an underwritten offering, the Company may delay the filing of any such amendment or supplement for up to 120 days if the Company in good faith has a valid business reason for such delay provided that nothing in this clause (iii) limits the Company’s obligations under Section 1, and (iv) the Company shall not be required to pay more than an aggregate of $200,000 of registration-related expenses, in addition to internal expenses of the Company (including, without limitation, salaries of officers and employees performing legal and accounting duties) in connection with any such underwritten offering.

9.    Miscellaneous.

(a)  Remedies.  The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 and 2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 and 2 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)  No Inconsistent Agreements.  The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c)  Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Majority Holders affected by such amendment, modification, supplement, waiver or consents.

(d)  Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1)  if to a Holder of the Securities, at the most current address given by such Holder to the Company.

(2)  if to the Initial Purchasers;

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group

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with a copy to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attention: Kris F. Heinzelman

(3)  if to the Company, at its address as follows:

United Rentals, Inc.

Five Greenwich Office Park

Greenwich, Ct 06830

Attention: Chief Financial Officer

with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Malcolm Landau

Ehrenreich Eilenberg & Krause, LLP

11 E. 44th St., 17th Floor

New York, NY 10017

Attention: Joseph Ehrenreich

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(e)    Third Party Beneficiaries.  The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(f)    Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns.

(g)    Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)    Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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(i)    Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(j)    Severability.  If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)    Securities Held by the Company.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company and the Guarantors in accordance with its terms.

Very truly yours,
United Rentals (North America), Inc.
by:
	Name:
	Title:

FOR THE GUARANTORS LISTED ON SCHEDULE A
by:
	Name:
	Title:

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The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.

CREDIT SUISSE FIRST BOSTON LLC

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

LEHMAN BROTHERS INC.

UBS WARBURG LLC,

Acting on behalf of itself and as the

Representative of the several Initial Purchasers.

By CREDIT SUISSE FIRST BOSTON LLC

By:
	Name: Title:

25

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that it will allow Participating Broker-Dealers and any other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Securities, for a period commencing on the day the Exchange Offer is consummated and continuing for 90 days (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus); provided, however, that if for any day during such period the Company restricts the use of such prospectus, such period shall be extended on a day-for-day basis. See “Plan of Distribution.”

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ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

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ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that it will allow Participating Broker-Dealers and any other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Securities, for a period commencing on the day the Exchange Offer is consummated and continuing for 90 days (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus); provided, however, that if for any day during such period the Company restricts the use of such prospectus, such period shall be extended on a day-for-day basis. In addition, until            , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.¹

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a

¹ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. This sentence may be deleted if such delivery requirements do not apply under Rule 174 of the Securities Act.

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prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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ANNEX D

[  ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                              

Address:                                                          

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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SCHEDULE A

Guarantor	Place of Formation
United Rentals, Inc.	Delaware
United Rentals (Delaware), Inc.	Delaware
United Rentals Gulf, Inc.	Delaware
United Equipment Rentals Gulf, L.P.	Texas
United Rentals Highway Technologies, Inc.	Massachusetts
United Rentals Highway Technologies Gulf, Inc.	Delaware
United Rentals Highway Technologies, L.P.	Texas
United Rentals Highway Technologies of Florida, Inc.	Florida
United Rentals Northwest, Inc.	Oregon
United Rentals Southeast Holding LLC	Georgia
United Rentals Southeast, Inc.	Delaware
United Rentals Southeast, L.P.	Georgia
Wynne Systems, Inc.	California

EX-10.(A)

Exhibit 10(a)

$200,000,000

UNITED RENTALS (NORTH AMERICA), INC.

10 ³/4% Senior Notes Due 2008

PURCHASE AGREEMENT

April 4, 2003

CREDIT SUISSE FIRST BOSTON LLC

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

LEHMAN BROTHERS INC.

UBS WARBURG LLC

c/o CREDIT SUISSE FIRST BOSTON LLC

Eleven Madison Avenue,  
New York, N.Y. 10010-3629

Dear Sirs:

1.    Introductory.  United Rentals (North America), Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S.$200,000,000 principal amount of its 10 ³/4% Senior Notes Due 2008 (“Offered Securities”). The Offered Securities will be unconditionally guaranteed (each, a “Guaranty”) on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Offered Securities will also be guaranteed by each subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Offered Securities will be issued as additional securities under the indenture dated as of April 20, 2001 (the “Indenture”), among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”). The Offered Securities and the Guaranties are together referred to as the “Offered Securities”. The United States Securities Act of 1933 is herein referred to as the “Securities Act”.

This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture and the Guaranties are referred to herein as the “Operative Documents”.

Holders (including subsequent transferees) of the Offered Securities will be entitled to the benefit of a Registration Rights Agreement dated the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantors will be obligated to file with the Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act registering an issue of senior notes of the Company guaranteed by the Guarantors (the “Exchange Securities”), which shall be identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the “Registered Exchange Offer”) and (ii) under certain circumstances specified in the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act.

The Company and the Guarantors jointly and severally agree with the several Purchasers as follows:

2.    Representations and Warranties of the Company.  The Company represents and warrants to, and agrees with, the several Purchasers that:

(a)  A final offering circular relating to the Offered Securities, dated April 4, 2003 (the “Final Offering Circular”), has been prepared by the Company, and as supplemented as of the date of this Agreement, together with any exhibit thereto, any documents incorporated therein by reference or any other document approved by the Company for use in connection with the contemplated resale of the Offered Securities, is hereinafter referred to as the “Offering Document”. The Offering Document as of its date does not, and as of the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston LLC (the “Representative”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the “Exchange Act Reports”) which have been filed by the Company with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(b)  The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign

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corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect (as hereinafter defined).

(c)  Each subsidiary of the Company that is a corporation has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Company that is a corporation is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(d)  Each subsidiary of the Company that is a limited partnership has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its formation, with power and authority (partnership and other) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Company that is a limited partnership is duly qualified to do business as a foreign limited partnership in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(e)  Each subsidiary of the Company that is a limited liability company has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its formation, with power and authority (limited liability company and other) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Company that is a limited liability company is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(f)  All of the issued and outstanding capital stock of the Company and each subsidiary of the Company that is a corporation has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of the Company and each such subsidiary owned by the Company, directly or indirectly, will be owned, as of the Closing Date, free from liens, encumbrances and defects, except liens and encumbrances arising under or not prohibited by the credit agreement dated as of April 20, 2001, as amended (the “Credit Agreement”).

(g)  All of the outstanding partnership interests of each subsidiary of the Company that is a limited partnership have been issued in accordance with the applicable limited partnership law; and the partnership interests of each such subsidiary owned by the Company, directly or indirectly, will be owned, as of the Closing Date, free from liens,

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encumbrances and defects, except liens and encumbrances arising under or not prohibited by the Credit Agreement.

(h)  All of the outstanding limited liability company interests of each subsidiary of the Company that is a limited liability company have been issued in accordance with the applicable limited liability company law; and the limited liability company interests of each such subsidiary owned by the Company, directly or indirectly, will be owned, as of the Closing Date, free from liens, encumbrances and defects, except liens and encumbrances arising under or not prohibited by the Credit Agreement.

(i)  The Offered Securities have been duly authorized by the Company; each Guaranty has been duly authorized by each respective Guarantor; the Indenture has been duly authorized by the Company and each Guarantor; the Indenture has been duly executed and delivered, and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, such Offered Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the Offering Document, and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company and each Guarantor, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(j)  No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by each of the Operative Documents in connection with the issuance and sale of the Offered Securities by the Company, except for any of the foregoing contemplated by the Registration Rights Agreement.

(k)  Neither the Company nor any of its subsidiaries is in (i) violation of its respective charter, by-laws or other constitutive documents or (ii) default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective property is bound, except for any default that would not have a Material Adverse Effect.

(l)  The execution, delivery and performance of each of the Operative Documents, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or the charter or by-laws of the Company or any such subsidiary. The Company has full power and authority to authorize, issue

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and sell the Offered Securities, and each Guarantor has full power and authority to authorize and deliver the Guaranties, as contemplated by this Agreement.

(m)  Each of this Agreement and the Registration Rights Agreement (i) has been duly authorized by the Company and each Guarantor, (ii) as of the Closing Date, will have been executed and delivered by the Company and each Guarantor and (iii) conforms in all material respects to the description thereof contained in the Offering Document. Each of this Agreement and the Registration Rights Agreement will, when so executed, constitute a valid and legally binding obligation of the Company and each Guarantor and will be enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

(n)  The Company and its subsidiaries have good and marketable title to all real property described in the Offering Document as owned by the Company and its subsidiaries and good title to all other properties described in the Offering Document as owned by them, in each case, free and clear as of the Closing Date of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (i) are pursuant to the Credit Agreement as described in the Offering Document or (ii) do not, singly or in the aggregate, materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Offering Document, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which claim, if upheld, would result in a Material Adverse Effect.

(o)  The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them, except where the lack thereof would not have a Material Adverse Effect; and the Company and its subsidiaries have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties, results of operations or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

(p)  No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect.

(q)  The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how,

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patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them (except where the lack thereof would not have a Material Adverse Effect), and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(r)  Except as disclosed in the Offering Document, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(s)  To the knowledge of the Company, there are no costs or liabilities associated with environmental laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with environmental laws or any certificates, authorities or permits, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(t)  Except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under any Operative Document or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to the Company’s knowledge, threatened or contemplated.

(u)  The accountants, Ernst & Young LLP, that have certified the financial statements and supporting schedules included in the Offering Document are independent public accountants with respect to Holdings, the Company and the Guarantors, as required by the Securities Act and the Exchange Act. The historical financial statements, together with related schedules and notes, set forth in the Offering Document comply as to form in all material respects with the requirements applicable to registration statements on Form S-1 under the Securities Act.

(v)  The historical financial statements, together with related schedules and notes forming part of the Offering Document (and any amendment or supplement thereto), present fairly the consolidated financial position, results of operations and changes in

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financial position of the Company and its subsidiaries on the basis stated in the Offering Document at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Offering Document (and any amendment or supplement thereto) are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company.

(w)  Except as disclosed in the Offering Document, since the date of the latest audited financial statements included in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties, results of operations or prospects of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Offering Document, there has been no dividend or distribution of any kind declared, paid or made by Holdings on any class of its capital stock.

(x)  None of the Company or any Guarantor is an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”); and none of the Company or any Guarantor is and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, will be an “investment company” as defined in the Investment Company Act.

(y)  No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(z)  Subject to compliance by the Purchasers with their covenants hereunder and assuming the accuracy of the Purchasers’ representations and warranties, the offer and sale of the Offered Securities by the Company to the several Purchasers in the manner contemplated by this Agreement and the Offering Document will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof and Regulation S thereunder (“Regulation S”); and the Indenture has been qualified under the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(aa)  None of the Company, the Guarantors, any of their affiliates, or any person acting on its or their behalf (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities or (ii) has offered or will offer or sell the Offered Securities (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with

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respect to any such securities sold in reliance on Rule 903 of Regulation S, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S. The Company, the Guarantors, their affiliates and any person acting on any of their behalf (other than the Purchasers) have complied and will comply with the offering restrictions requirement of Regulation S. None of the Company or the Guarantors has entered or will enter into any contractual arrangement with respect to the distribution of the Offered Securities except for this Agreement. The Company issued $210,000,000 principal amount of 10 ³/4% Senior Notes due April 15, 2008 under an Indenture dated as of December 24, 2002, the terms of which are substantially similar to the terms of the Offered Securities.

(bb)  The Company is subject to Section 13 or 15(d) of the Exchange Act.

(cc)  There are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to file a registration statement under the Securities Act with respect to any securities of the Company or such Guarantor or to require the Company or such Guarantor to include such securities with the Offered Securities registered pursuant to any Registration Statement, except for (i) the Registration Rights Agreement dated September 29, 1998, among the Company, Richard D. Colburn and certain other persons that were affiliates of U.S. Rentals, Inc., that was entered into in connection with the Company’s merger with U.S. Rentals as described in the Company’s proxy statement relating to such transaction, (ii) the Amended and Restated Registration Rights Agreement dated as of September 30, 1999, among Holdings, Bradley S. Jacobs, Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV, L.P., (iii) the Registration Rights Agreement dated as of September 30, 1999, among Holdings, Bradley S. Jacobs and Chase Equity Associates, L.P., (iv) the Registration Rights Agreement dated December 24, 2002, among the Company and the initial purchasers listed therein, and (v) other agreements pursuant to which Holdings has already filed a registration statement covering all the shares entitled to registration thereunder.

(dd)  Neither the Company nor any of its subsidiaries nor any agent thereof acting on the behalf of them has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Offered Securities to violate, Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.

(ee)  No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act (i) has imposed (or has informed the Company or any Guarantor that it is considering imposing) any condition (financial or otherwise) on the Company’s or any Guarantor’s retaining any rating assigned to the Company or any Guarantor, any securities of the Company or any Guarantor or (ii) has indicated to the Company or any Guarantor that it is considering (a) the downgrading, suspension, or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating so assigned or (b) any change in the outlook for any rating of the Company, any Guarantor or any securities of the Company or any Guarantor.

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(ff)  The Offering Document, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Act.

(gg)  The sale of the Offered Securities pursuant to Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act.

(hh)  Each certificate signed by any officer of the Company or any Guarantor and delivered to the Purchasers or counsel for the Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to the Purchasers as to the matters covered thereby.

The Company acknowledges that the Purchasers and, for purposes of the opinions to be delivered to the Purchasers pursuant to Section 6 hereof, counsel to the Company and the Guarantors and counsel to the Purchasers will rely upon the accuracy and truth of the foregoing representations and hereby consents to such reliance.

3.    Purchase, Sale and Delivery of Offered Securities.  On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 101.50% of the principal amount thereof plus accrued interest from April 9, 2003 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto.

The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent Global Securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative on April 9, 2003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of Cravath, Swaine & Moore LLP at least 24 hours prior to the Closing Date.

4.    Representations by Purchasers; Resale by Purchasers.  (a)  Each Purchaser severally represents and warrants to the Company that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(b)  Each Purchaser severally acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or

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benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees that it has offered and sold the Offered Securities and will offer and sell the Offered Securities (i) as part of their distribution at any time and (ii) otherwise until the later of the commencement of the offering and the Closing Date, only in accordance with Rule 144A (“Rule 144A”) or Rule 903 under the Securities Act. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

Terms used in this subsection (b) have the meanings given to them by Regulation S.

(c)  Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company.

(d)  Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Securities in the United States by means of any form of general solicitation or general advertising, within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on

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Rule 144A of any of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

(e)  Each Purchaser severally represents and agrees that (i) it has not offered or sold, and prior to the expiry of a period six months from the Closing Date will not offer or sell, any Offered Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the Company or any of the Guarantors; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.

(f)  Each Purchaser represents and agrees that (i) it has not solicited, and will not solicit, offers to purchase any of the Offered Securities from, (ii) it has not sold, and will not sell, any of the Offered Securities to, and (iii) it has not distributed, and will not distribute, the Offered Document to, any person or entity in any jurisdiction outside of the United States except, in each case, in compliance in all material respects with all applicable laws. For the purpose of this Agreement, “United States” means the United States of America, its territories, its possessions and other areas subject to its jurisdiction.

5.    Certain Agreements of the Company.  The Company agrees with the several Purchasers that:

(a)  The Company will advise the Representative promptly of any proposal to amend or supplement the Offering Document and will not effect such amendment or supplementation without the Representative’s consent, which shall not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers any event occurs as a result of which the Offering Document as then amended or supplemented would include (as of its date or the last date of its amendment or supplementation, whichever is later) an untrue statement of a material fact or omit to state any material fact necessary in order to

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make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company promptly will notify the Representative of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Representative’s consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(b) The Company will furnish to the Representative copies of the Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may from time to time request, and the Company will furnish to the Representative on the Closing Date three copies of the Final Offering Circular signed by a duly authorized officer of the Company, one of which will include the independent accountants’ reports therein manually signed by such independent accountants. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, for so long as any Offered Securities are outstanding, the Company will promptly furnish or cause to be furnished to the Representative (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Purchasers all such documents.

(c)  The Company will promptly from time to time take such action as any Purchaser may reasonably request to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as any Purchaser designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state or province.

(d)  During the period of five years hereafter, the Company will furnish to the Representative and, upon request, to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representative and, upon request, to each of the other Purchasers (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to

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time, such other public information concerning the Company as the Representative may reasonably request.

(e)  During the period of two years after the Closing Date, the Company will, upon request, furnish to the Representative, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Securities.

(f)  During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities (but not the Exchange Securities) that have been reacquired by any of them.

(g)  During the period of two years after the Closing Date, the Company will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

(h)  The Company will pay all expenses incidental to the performance of its obligations under the Operative Documents including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of this Agreement, the Registration Rights Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and, as applicable, the Exchange Securities; (iii) the cost of qualifying the Offered Securities for trading in The Portal^SM Market (“PORTAL”) of The Nasdaq Stock Market, Inc. and any expenses incidental thereto; (iv) expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as Purchaser designates and the printing of memoranda relating thereto; (v) any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities; and (vi) expenses incurred in distributing the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Purchasers will pay for all travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending meetings with prospective purchasers of the Offered Securities, including the cost of an airplane for such travel. It is understood that, except as provided in this Section and in Sections 7 and 9 hereof, the Purchasers will also pay for all travel expenses of the Purchasers’ employees and any other out-of-pocket expenses of the Purchasers in connection with attending or hosting

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meetings with prospective purchasers of the Offered Securities, the fees of their counsel, transfer taxes on the resale of any of the Offered Securities by them and any advertising expenses connected with any offers they make.

(i)  In connection with the Offering (except for purchases disclosed in the Offering Document), until the Representative shall have notified the Company and the other Purchasers of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities.

(j)  For a period of 90 days after the date of the initial offering of the Offered Securities by the Purchasers, the Company will not offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities that are substantially similar to the Offered Securities and are issued or guaranteed by the Company or guaranteed by Holdings, and having a maturity of more than one year from the date of issue, without the prior written consent of Credit Suisse First Boston LLC. The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offer and sale of the Securities.

(k)  The Company will use its best efforts to effect the inclusion of the Offered Securities in PORTAL and to maintain the listing of the Offered Securities on PORTAL for so long as the Offered Securities (not including the Exchange Securities) are outstanding.

(l)  The Company will obtain the approval of DTC for “book-entry” transfer of the Offered Securities, and will comply with all of its agreements set forth in the representation letters of the Company and the Guarantors to DTC relating to the approval of the Offered Securities by DTC for “book-entry” transfer.

(m)  The Company will not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Offered Securities to the Purchasers or pursuant to exempt resales of the Offered Securities in a manner that would require the registration of any such sale of the Offered Securities under the Securities Act.

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(n)  The Company will not voluntarily claim, and will actively resist any attempts to claim, the benefit of any usury laws against the holders of any Offered Securities and the related Guaranties.

(o)  The Company will cause, as required by the Registration Rights Agreement, and subject to the terms, conditions and limitations thereof, the Registered Exchange Offer to be made in the appropriate form to permit Exchange Securities and guarantees thereof by the Guarantors registered pursuant to the Securities Act to be offered in exchange for the Offered Securities and to comply with all applicable federal and state securities laws in connection with the Registered Exchange Offer.

(p)  The Company will comply with all of its agreements set forth in the Registration Rights Agreement; provided, however, that the sole monetary damages for breach of this obligation and the obligations set forth in the preceding paragraph shall be the liquidated damages provided for by the Registration Rights Agreement.

(q)  The Company will use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Offered Securities.

6.    Conditions of the Obligations of the Purchasers.  The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and each Guarantor herein, to the accuracy of the statements of officers of the Company and each Guarantor made pursuant to the provisions hereof, to the performance by the Company and each Guarantor of their respective obligations hereunder and to the following additional conditions precedent:

(a)  The Purchasers shall have received a letter, dated the Closing Date, of Ernst & Young LLP confirming that they are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder (“Rules and Regulations”) and to the effect that:

(i)  in their opinion the financial statements examined by them and included in the Offering Document comply as to form in all material respects with the accounting requirements of the Securities Act and the related published Rules and Regulations that would be applicable if the Offering were registered under the Securities Act;

(ii)  they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing

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Standards No. 71, Interim Financial Information, on the unaudited financial statements included in the Offering Document and in the Exchange Act Reports;

(iii)  on the basis of the review referred to in clause (ii) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:

(A)  the unaudited financial statements included in the Offering Document or in the Exchange Act Reports do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published Rules and Regulations or any material modifications should be made to such unaudited financial statements for them to be in conformity with generally accepted accounting principles;

(B)  at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any change in the consolidated capital stock or any increase in short-term indebtedness or long-term indebtedness of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets, as compared with amounts shown on the latest balance sheet included in the Offering Document; or

(C)  for the period from the closing date of the latest income statement included in the Offering Document to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in total consolidated revenues, gross profit, net operating income, consolidated income before extraordinary items or net income;

except in all cases set forth in clauses (A) and (B) above for changes, increases or decreases which are described in such letter; and

(iv)  they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Offering Document (in each case to

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the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter.

(b)  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Purchasers, including the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with completion of the Offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers, including the Representative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the Offering or sale of and payment for the Offered Securities.

(c)  There shall exist at and as of the Closing Date (after giving effect to the transactions contemplated by this Agreement) no condition that would constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under the Credit Agreement.

(d)  The Purchasers shall have received opinions, dated the Closing Date, of (i) Ehrenreich Eilenberg & Krause LLP, counsel for the Company and the Guarantors, to the effect set forth in Annex I hereto, and (ii) Weil,

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Gotshal & Manges LLP, counsel for the Company and the Guarantors, to the effect set forth in Annex II and Annex III hereto.

(e)  The Purchasers shall have received from Cravath, Swaine & Moore LLP counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the Offering Document, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(f)  The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of each of the Company and the Guarantors in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company or the applicable Guarantor (as the case may be) in this Agreement are true and correct, that the Company or the applicable Guarantor (as the case may be) has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the dates of the most recent consolidated financial statements of Holdings in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Document or as described in such certificate.

(g)  The Purchasers shall have received a counterpart of the Registration Rights Agreement that shall have been executed by a duly authorized officer of the Company and each of the Guarantors.

The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. The Representative may in its sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.

7.    Indemnification and Contribution.    (a) The Company and each Guarantor will indemnify and hold harmless each Purchaser, its partners, directors and officers and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement

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of any material fact contained in the Offering Document, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement, and, subject to Section 7(c) of this Agreement, will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through the Representative specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

(b)  Each Purchaser will severally and not jointly indemnify and hold harmless the Company, the Guarantors, their respective directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company or a Guarantor (as the case may be) may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Document, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or a Guarantor (as the case may be) by such Purchaser through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company or a Guarantor (as the case may be) in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser consists of the following information in the Offering Document: (i) the information furnished on behalf of each Purchaser under the caption “Plan of Distribution” in (A) the third and fourth sentences of paragraph eight, (B) paragraph nine and (C) the first sentence of paragraph ten and (ii) the information furnished on behalf of Credit Suisse First Boston LLC in (A) the second and fourth sentences of paragraph ten under the caption “Plan of Distribution” and (B) the second sentence of paragraph six under the caption “Notice to Canadian Residents”; provided however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

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(c)  Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault or failure to act by or on behalf of any indemnified party. An indemnifying party shall not be required to indemnify an indemnified party hereunder with respect to any settlement or compromise of, or consent to entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder if (i) such settlement, compromise or consent is entered into or made or given by the indemnified party without the consent of the indemnifying party and (ii) the indemnifying party has not unreasonably withheld or delayed any such consent.

(d)  If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Purchasers on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company and the Guarantors bear to the total discounts and commissions received by the Purchasers from the Company under this Agreement. The relative fault shall be determined by

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reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or the Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the discounts and commissions such Purchaser received in connection with the purchase of the Offered Securities exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(e)  The obligations of the Company or any Guarantor under this Section shall be in addition to any liability which the Company or any Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Securities Act or the Exchange Act; and the obligations of the Purchasers under this Section shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act.

8.    Default of Purchasers.  If any Purchaser or Purchasers default in their obligations to purchase Offered Securities hereunder and the aggregate principal amount of Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 9. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

9.    Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of the

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Company or its officers and of the several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5(h) and the respective obligations of the Company and the Purchasers pursuant to Section 7 shall remain in effect. If the purchase of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(b), the Company will reimburse the Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

10.    Notices.  All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, NY 10010-3629, Attention: Transactions Advisory Group, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Five Greenwich Office Park, Greenwich, CT 06830, Attention: Chief Financial Officer; provided, however, that any notice to a Purchaser pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to such Purchaser.

11.    Representation of the Purchasers.  The Representative will act for the several Purchasers in connection with this Purchase Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Purchasers.

12.    Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and affiliates, and the controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder, except that holders of Offered Securities shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) hereof against the Company as if such holders were parties thereto.

13.    Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

14.    Applicable Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

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

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

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If the foregoing is in accordance with the Purchasers’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantors and the several Purchasers in accordance with its terms.

Very truly yours,
UNITED RENTALS (NORTH AMERICA), INC.,
By
	Name:
	Title:

THE GUARANTORS LISTED ON SCHEDULE B HERETO,
By
	Name:
	Title:

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The foregoing Purchase Agreement is hereby

confirmed and accepted as of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

LEHMAN BROTHERS INC.

UBS WARBURG LLC,

BY CREDIT SUISSE FIRST BOSTON LLC

By
	Name: Title:

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SCHEDULE A

Purchasers	Principal Amount
Credit Suisse First Boston LLC	$120,000,000
Banc of America Securities LLC	$  20,000,000
Deutsche Bank Securities Inc.	$  20,000,000
Lehman Brothers Inc.	$  20,000,000
UBS Warburg LLC	$  20,000,000
Total:	$200,000,000

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SCHEDULE B

Guarantor	Place of Formation
United Rentals, Inc.	Delaware
United Rentals (Delaware), Inc.	Delaware
United Rentals Gulf, Inc.	Delaware
United Equipment Rentals Gulf, L.P.	Texas
United Rentals Highway Technologies, Inc.	Massachusetts
United Rentals Highway Technologies Gulf, Inc.	Delaware
United Rentals Highway Technologies, L.P.	Texas
United Rentals Highway Technologies of Florida, Inc.	Florida
United Rentals Northwest, Inc.	Oregon
United Rentals Southeast Holding LLC	Georgia
United Rentals Southeast, Inc.	Delaware
United Rentals Southeast, L.P.	Georgia
Wynne Systems, Inc.	California

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ANNEX I

FORM OF OPINION OF EHRENREICH EILENBERG & KRAUSE LLP

TO BE DELIVERED PURSUANT TO SECTION 6(d)

As to various questions of fact material to our opinion, we have relied upon the certificates of officers and upon certificates of public officials. We have also examined such corporate documents and records and other certificates, and have made such investigations of law, as we have deemed necessary in order to render the opinion hereinafter set forth. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. We have also assumed that all documents examined by us have been duly and validly authorized, executed and delivered by each of the parties thereto other than the Company or any Significant Subsidiary (as defined below).

In this opinion, (i) “Holdings” means United Rentals, Inc., a Delaware corporation, (ii) “Significant Entity” means Holdings, United Rentals Northwest, Inc., an Oregon corporation, United Rentals Gulf, Inc., a Delaware corporation, and United Equipment Rentals Gulf, L.P., a Texas limited partnership, and (iii) “Corporate Significant Entity” means each Significant Entity other than United Equipment Rentals Gulf, L.P., and (iv) “Corporate Significant Subsidiary” means each Corporate Significant Entity other than Holdings.

Based upon and subject to the foregoing, we render the following opinion:

(1)  The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

(2)  The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Document and to enter into and perform its obligations under the Purchase Agreement.

(3)  The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(4)  The authorized capital stock of the Company consists of 3,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”). As of the date hereof, there were 1,000 shares of Common Stock outstanding. The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none

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of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or other similar rights of any security holder of the Company arising by statute or the Company’s certificate of incorporation or by-laws or, to the best of our knowledge (after due inquiry), any other preemptive or other similar rights of any security holder of the Company. All of the outstanding capital stock of the Company is owned by United Rentals, Inc., to the best of our knowledge (after due inquiry) free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except for any of the foregoing arising under or not prohibited by the Credit Agreement).

(5)  Each Corporate Significant Entity is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(6)  Each Corporate Significant Entity has been duly incorporated and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Document. Except as otherwise disclosed in the Offering Document, all of the issued and outstanding capital stock of each Corporate Significant Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable and, to the best of our knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except for any of the foregoing arising under or not prohibited by the Credit Agreement). None of the outstanding shares of capital stock of any Corporate Significant Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such Corporate Significant Subsidiary arising pursuant to statute or such subsidiary’s certificate of incorporation or by-laws or, to the best of our knowledge, any other preemptive or other similar rights of any security holder of such Corporate Significant Subsidiary.

(7)  United Equipment Rentals Gulf, L.P. is duly organized and validly existing as a limited partnership under the laws of the State of Texas and is duly qualified as a foreign limited partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Offering Document, all partnership interests in such partnership have been duly issued in accordance with the Texas Revised Limited Partnership Act and, to the best of our knowledge, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge,

29

lien, encumbrance, claim or equity (except for any of the foregoing arising under or not prohibited by the Credit Agreement).

(8)  The Purchase Agreement has been duly authorized, executed and delivered by the Company and each Significant Entity.

(9)  The execution, delivery and performance of the Indenture, the Registration Rights Agreement and the Guarantees, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of each Significant Entity. Each Significant Entity has duly executed and delivered (i) the Indenture, (ii) the Registration Rights Agreement and (iii) their respective Guarantees relating to the Offered Securities being issued on the date hereof that appear on or are attached to such Offered Securities.

(10)  The Registration Rights Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

(11)  The documents that are incorporated by reference in the Offering Document (other than any financial statements and supporting schedules therein, as to which no opinion is rendered), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(12)  To the best of our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Holdings or any subsidiary thereof is a party, or to which the property or assets of Holdings, the Company or any subsidiary thereof is subject, before or brought by any court or governmental agency or body, domestic or foreign, which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in the Purchase Agreement or the performance by the Company of its obligations thereunder or the transactions contemplated by the Offering Document;

(13)  The information in the Offering Document under “Business-Environmental Regulation,” to the extent that it constitutes summaries of matters of law, has been reviewed by us and is correct in all material respects. Additionally, the information in the Offering Document in

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the first sentence of the third paragraph under the caption “Description of Notes—Exchange Offer; Registration Rights” is correct in all material respects. We have drawn your attention to the fact that (i) the interpretations of the Commission described in such sentence are contained solely in no-action letters issued by the Commission to various third parties, (ii) the Company has not requested a no-action letter from the Commission relating to the transactions contemplated by the Offering Document and (iii) the Commission is not precluded from changing the interpretations set forth in such no-action letters or from not following such interpretations with respect to the transactions contemplated by the Offering Document.

(14)  To the best of our knowledge, none of Holdings, the Company, or any subsidiary thereof is in violation of its respective charter or by-laws, nor is Holdings, the Company or any subsidiary thereof in default in the due performance or observance of, or is in violation of, any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Offering Document which violations or defaults are required to be described in the Offering Document and are not so described or would, individually or in the aggregate, have a Material Adverse Effect or affect the validity of the Offered Securities or the Guarantees.

(15)  Assuming (a) the accuracy of the representations and warranties of the Purchasers contained in Section 4 of the Purchase Agreement and (b) compliance by the Purchasers with their covenants and agreements set forth in the Purchase Agreement, no filing, authorization, approval, consent or order of any court or governmental authority or agency (other than such as may be required (i) under the Securities Act and the Trust Indenture Act pursuant to the Registration Rights Agreement, or (ii) under the applicable securities laws of the various jurisdictions in which the Offered Securities will be offered or sold, as to which we express no opinion) is required by the Company in connection with the due authorization, execution and delivery of the Purchase Agreement by the Company or any Guarantor or in connection with the due authorization, execution, delivery or performance of the Indenture or the Registration Rights Agreement or in connection with the offering, issuance, sale or delivery of the Offered Securities and the Guarantees, as applicable, to the Purchasers or the initial resale thereof by the Purchasers in accordance with the Purchase Agreement. We express no opinion as to any subsequent resale of the Offered Securities.

(16)  Assuming (a) the accuracy of the representations and warranties of the Purchasers contained in Section 4 of the Purchase Agreement and (b) compliance by the Purchasers with their covenants and agreements set forth in the Purchase Agreement, it is not necessary in connection with the offer, sale and delivery of the Offered Securities to the Purchasers pursuant to the Purchase Agreement or the initial resales of the Offered Securities by the Purchasers in the manner contemplated by and in accordance with the

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Purchase Agreement to register the Offered Securities under the Securities Act. We express no opinion as to any subsequent resale of the Offered Securities. The Indenture has been duly qualified under the Trust Indenture Act.

(17)  The execution, delivery and performance of the Purchase Agreement, the letter agreement with DTC relating to the Notes, the Indenture, the Registration Rights Agreement, the Offered Securities, the Exchange Securities, the Guarantees and the consummation of the transactions contemplated in the Purchase Agreement and in the Offering Document and compliance by the Company and each Guarantor, as applicable, with its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Offered Securities, the Exchange Securities and the Guarantees, (A) to our knowledge, do not and will not (subject to the next sentence), whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or prepayment event under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Holdings, the Company or any subsidiary thereof is a party or by which it or any of them may be bound, or to which any of the property or assets of Holdings, the Company or any subsidiary thereof is a party or by which it or any of them may be bound, or to which any of the property or assets of Holdings, the Company or any subsidiary thereof is subject (except for such conflicts, breaches or defaults, prepayment events or liens, charges or encumbrances that would not have a Material Adverse Effect), (B) result in any violation of the provisions of the charter or by-laws of Holdings, the Company or any subsidiary, or (C) to the best of our knowledge (after due inquiry), result in any violation by Holdings, the Company or any subsidiary thereof of the provisions of any applicable law, statute, rule or regulation of the United States of America or included in the Delaware General Corporate Law or Delaware Revised Uniform Limited Partnership Act (except we express no opinion as to “blue sky” laws), judgment, order, writ or decree, known to us, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over Holdings, the Company or any subsidiary thereof or any of their respective properties, assets or operations. No opinion is rendered pursuant to clause (A) of the preceding sentence with respect to any of the following agreements (collectively, the “Excluded Agreements”): (i) any agreement relating to any indebtedness or proposed indebtedness described in the Offering Document under “Information Concerning Certain Indebtedness, Other Obligations and Preferred Securities” or in the Company’s Report on Form 10-K for the year ended December 31, 2002 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Information Concerning the Credit Facility and Other Indebtedness” (excluding the indebtedness described in the paragraph that begins “Other Debt”), (ii) Master Lease Agreement, dated as of December 17, 1999, between United Rentals (North America), Inc. and UR (NA) 1999 Trust, as amended by the amendment thereto dated as of December 27, 2000, and (iii) Master Lease

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Agreement, dated as of June 30, 2000, between United Rentals (North America), Inc. and UR (NA) 2000 Trust, as amended by the amendment thereto dated as of December 27, 2000.

(18)  Neither the Company nor any subsidiary which is a Guarantor is an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940.

In addition, we have participated in conferences with officers and representatives of the Company, counsel to the Purchasers, representatives of the independent accountants for the Company and the Purchasers in connection with the preparation of the Offering Document and in conferences at which the contents of the Offering Document and related matters were discussed. Although we have not undertaken, except as otherwise indicated in this opinion, to investigate or verify independently, and do not assume responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Document, except for those referred to in paragraph 13 above, we confirm to you that nothing that came to our attention that leads us to believe that (i) the Offering Document (except for financial statements and schedules and other financial data included or incorporated by reference therein, as to which we make no statement), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Offering Document (except for financial statements and schedules and other financial data included or incorporated by reference therein, as to which we make no statement), at the time the Offering Document was issued or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) that there are any franchise agreements, indentures, mortgages, loan agreements, notes, leases or other contracts or instruments required to be described or referred to in the Offering Document that are not described or referred to in the Offering Document or that any descriptions of or references to any of the foregoing are not correct in all material respects (except that we express no view with respect to the descriptions of the Offered Securities, the information under “Certain United States Federal Income Tax Considerations” and under “Notice to Canadian Residents,” the Indenture or the Excluded Agreements).

The opinions set forth herein are limited to the laws of the State of New York, the General Corporation Law and the Revised Uniform Limited Partnership Act of the State of Delaware, and the federal laws of the United States (except that the opinions in paragraph 5, 6, 7, 8 and 9 cover with respect to each Significant Entity the laws of the jurisdiction of incorporation of such Significant Entity). We have, with your permission, relied without independent investigation on the opinions of local counsel identified on Exhibit A hereto (copies of which have been delivered to you) in rendering (a) the opinions in paragraphs 6, 7 and 8 above insofar as such opinions relate to any Significant Entity that is not incorporated under the laws of the State of New York or the State of Delaware, (b) the opinions in the first sentence of paragraph 9 above insofar as such opinions relate to any Significant Guarantor that is not incorporated under the laws of the State of New York or the State of Delaware and (c) the opinions in the second sentence

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of paragraph 9 above insofar as it expresses any opinion with respect to the laws of any jurisdiction other than the State of New York or the State of Delaware. The opinion in paragraph 10 hereof requires that the Registration Rights Agreement shall have been duly authorized, executed and delivered by each Guarantor under the laws of its jurisdiction of incorporation. Accordingly, such opinion, insofar as it relates to any Significant Entity, is based in part on the opinion in paragraph 9 and so relies in part on the opinions of local counsel identified on Exhibit A hereto, as aforesaid. In rendering the opinion in paragraph 10 hereof, we have assumed with your permission that the Registration Rights Agreement has been duly authorized, executed and delivered by each Guarantor that is not a Significant Entity.

We have reviewed the opinions of local counsel identified on Exhibit B hereto and, based upon such review, we believe that you are we are justified in relying upon them.

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ANNEX II

FORM OF OPINION OF WEIL GOTSHAL & MANGES LLP

TO BE DELIVERED PURSUANT TO SECTION 6(d)

(1)  The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as described in the Offering Document and to execute and deliver the Purchase Agreement and to perform its obligations thereunder.

(2)  The Offered Securities are in the form contemplated by the Indenture. The Securities have been duly authorized by all necessary corporate action on the part of the Company and, when executed by the Company, authenticated by the Trustee, and issued and delivered in the manner provided in the Purchase Agreement and the Indenture against payment of the consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be entitled to the benefits of the Indenture.

(3)  The Guarantees are in the form contemplated by the Indenture. Assuming the Guarantees have been duly authorized, executed and delivered on the part of each Guarantor, the Guarantees will constitute a valid and binding obligation of each such Guarantor, enforceable against each such Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be entitled to the benefits of the Indenture.

(4)  The execution, delivery and performance of the Purchase Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company. The Purchase Agreement has been duly and validly executed and delivered by the Company.

(5)  The execution, delivery and performance of the Indenture by the Company have been duly authorized by all necessary corporate action on the part of the Company. The Indenture has been duly and validly executed and delivered by the Company. Assuming the due authorization, execution and delivery of the Indenture by each Guarantor and assuming the due authorization, execution and delivery thereof by the

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Trustee, the Indenture constitutes the legal, valid and binding obligation of the Company and each such Guarantor, enforceable against the Company and each such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except to the extent that the provision relating to the waiver of any usury, stay or extension law may be deemed unenforceable.

(6)  The execution, delivery and performance of the Registration Rights Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company. The Registration Rights Agreement has been duly and validly executed and delivered by the Company. Assuming the due authorization, execution and delivery thereof by the Guarantors, and assuming the due authorization, execution and delivery thereof by the Purchasers, the Registration Rights Agreement constitutes the legal, valid and binding obligation of the Company and each such Guarantor, enforceable against the Company and each such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto.

(7)  The Exchange Securities, when duly executed by the Company, authenticated by the Trustee, and issued and delivered in accordance with and in the manner provided in the Registration Rights Agreement and the Indenture, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be entitled to the benefits of the Indenture.

(8)  The statements contained in the Offering Document under the captions “Offering Circular Summary—The Offering”, “Description of the Notes” and “Information Concerning Certain Indebtedness, Other Obligations and Preferred Securities”, insofar as such statements constitute summaries of (a) the Indenture, (b) the Offered Securities, (c) the Guarantees, (d) the Registration Rights Agreement, (e) the Credit Agreement, (f) the Indenture, dated as of May 22, 1998, among the Company, its United States subsidiaries party thereto, and State Street Bank and Trust Company (“State Street”) relating to the Company’s 9½% senior subordinated notes due 2008 (the “9½% Indenture”), (g) the Indenture, dated as of August 12, 1998, among the Company, its United States subsidiaries party thereto, and State Street relating to the Company’s

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8.80% senior subordinated notes due 2008 (the “8.80% Indenture”), (h) the Indenture, dated as of December 15, 1998, among the Company, its United States subsidiaries party thereto, and State Street relating to the Company’s 9¼% senior subordinated notes due 2009 (the “9¼% Indenture”), (i) the Indenture, dated as of March 23, 1999, among the Company, its United States subsidiaries party thereto, and The Bank of New York, as trustee, relating to the Company’s 9% senior subordinated notes due 2009 (the “9% Indenture”), (j) the Indenture, dated as of December 24, 2002, among Holdings, the Company, its United States subsidiaries party thereto, and The Bank of New York, as trustee, relating to the Company’s 10¾% senior notes due 2008 (the “2002 10¾% Indenture”) or (k) matters of federal or New York or Delaware corporate law, fairly represent the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein in all material respects. We draw your attention to the fact that (i) the interpretations of the Commission described in the first sentence of the third paragraph under the caption “Description of the Notes—Exchange Offer; Registration Rights” in the Offering Document are contained solely in no-action letters issued by the Commission to various third parties, (ii) the Company has not requested a no-action letter from the Commission relating to the transactions contemplated by the Offering Document and (iii) the Commission is not precluded from changing the interpretations set forth in such no-action letters or from not following such interpretations with respect to the transactions contemplated by the Offering Document.

(9)  No consent, approval, waiver, license or authorization or other action by or filing with any New York, Delaware corporate or federal governmental authority is required in connection with the execution and delivery by the Company of the Purchase Agreement or the consummation by the Company or any Guarantor of the transactions contemplated thereby, except for filings and other actions required under or pursuant to the Securities Act, the Exchange Act, the Trust Indenture Act and other federal or state securities or “blue sky” laws and the rules of the New York Stock Exchange, as to which we express no opinion.

(10)  Assuming (a) the representations and warranties of the Purchasers contained in Section 4 of the Purchase Agreement are true, correct and complete and (b) compliance by the Purchasers with their covenants and agreements set forth in the Purchase Agreement, it is not necessary in connection with the offer, sale and delivery of the Offered Securities to the Purchasers pursuant to the Purchase Agreement or the initial resales of the Offered Securities by the Purchasers in the manner contemplated by and in accordance with the Purchase Agreement and described in the Offering Document to register the Offered Securities under the Securities Act, it being understood that we express no opinion as to any subsequent resale of the Offered Securities. The Indenture has been duly qualified under the Trust Indenture Act.

(11)  The Company is not an “investment company” nor an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act.

(12)  The execution and delivery of the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Offered Securities, the Exchange Securities and the

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Guarantees, the consummation of the transactions contemplated thereby and compliance by the Company and the Guarantors with the provisions thereof, do not and will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or a default or prepayment event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary thereof pursuant to the Financing Documents (as defined below) or any agreement or instrument of which we are aware which was entered into or executed by the Company or any such subsidiary as required under or contemplated by any of the Financing Documents, except for such conflicts, breaches, defaults, prepayment events, liens, charges or encumbrances that would not reasonably be expected to have a Material Adverse Effect. As used above, the term “Financing Documents” means, collectively: (a) the Credit Agreement, (b) the 9½% Indenture, (c) the 8.80% Indenture, (d) the 9¼% Indenture, (e) the 9% Indenture, (f) the Master Lease Agreement, dated as of December 17, 1999, between United Rentals (North America), Inc. and UR (NA) 1999 Trust, as amended by the amendments thereto dated as of December 27, 2000, (g) the Master Lease Agreement dated as of June 30, 2000, between United Rentals (North America), Inc. and UR (NA) 2000 Trust, as amended by the amendment thereto dated as of December 27, 2000, and (h) the 2002 10¾% Indenture.

The opinions expressed herein are limited to the laws of the State of New York, the corporate laws of the State of Delaware and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

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ANNEX III

FORM OF NEGATIVE ASSURANCE STATEMENT OF WEIL GOTSHAL & MANGES LLP

TO BE DELIVERED PURSUANT TO SECTION 6(d)

The purpose of our professional engagement was not to establish or confirm factual matters, and many determinations involved in the preparation of the Offering Document are of a non-legal character. In addition, we have not undertaken any obligation to verify independently any of the factual matters set forth in the Offering Document or in the documents incorporated by reference therein (the “Incorporated Documents”). Consequently, in this letter we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Offering Document, except to the extent provided in paragraph 8 of our opinion to you dated the date hereof. Also, we do not make any statement herein with respect to any of the financial statements and related notes thereto, the financial statement schedules or the financial or accounting data contained or incorporated by reference in the Offering Document.

We have participated in conferences with representatives of the Company, its independent public accountants, you and your counsel, at which conferences the contents of the Offering Document, the Incorporated Documents and related matters were discussed. In the course of performing the services referred to above, no facts have come to our attention which cause us to believe that the Offering Document as of its date, or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EX-10.(B)

Exhibit 10(b)

United Rentals, Inc.

Five Greenwich Office Park

Greenwich, CT 06830

April 29, 2003

Michael J. Nolan

One Flagler Drive

Greenwich, CT 06830

Dear Mr. Nolan:

1.    This agreement (the “Agreement”) confirms the termination of your employment with United Rentals, Inc. (the “Company”) and from all other offices, directorships and fiduciary capacities held with, or on behalf of, the Company and all related entities, including, but not limited to, your position as Chief Financial Officer of the Company. You acknowledge that your employment with the Company and all related entities terminated effective December 6, 2002 (the “Termination Date”), and that after the Termination Date you have not represented and shall not represent yourself as being an employee, officer, agent or representative of the Company Parties (as defined below) for any purpose.

2.    As a result of the termination of your employment with the Company, you are entitled to receive all salary earned under the employment agreement entered into on September 2, 1997, as amended thereafter (the “Employment Agreement”), to the date of termination, as provided by Section 3(b) of the Employment Agreement (subject to withholdings and deductions), and you acknowledge having received the full amount due you under such Section 3(b). In addition, you acknowledge that you have submitted all requests for expense reimbursements to which you may be entitled under Company policy, which reimbursement requests will be processed and paid by the Company in the ordinary course of business, to the extent not previously paid. Upon request by the Company you will inform the Company as to which reimbursement requests have not been paid and to the extent necessary provide duplicate supporting documentation.

3.    Following the Effective Date of this Agreement (as defined in Section 21 below) and in consideration for your release of Claims (as defined in Section 6(a) below) against the Company Parties, the promises and representations made and undertakings assumed by you pursuant to this Agreement, and your compliance with all other terms and conditions of this Agreement, the Company agrees to pay or make available to you the following additional payments and benefits:

(a)    Payment, off payroll, of $19,852 (equal to the base salary and car allowance that would have been payable through December 31, 2002), payable within 10 days of the Effective Date.

(b)    Payment, off-payroll, in 17 equal, consecutive monthly installments of $24,720.50 on or about the last day of each month, commencing with January 2003 (subject to retroactive payment within 10 days after the Effective Date of any amount due in respect of each month ended before the Effective Date), provided that the Company’s obligation to make the payments provided for by this Section 3(b) shall terminate upon the later to occur of (i) June 1, 2003 and (ii) your Commencement of Employment Date, but not with regard in either case to payments due prior thereto. Commencement of Employment Date shall mean your commencement of employment with another employer, including self-employment (including by serving as a director of another entity) or the commencement of your providing consulting services to another person or entity, provided that you shall not be deemed to have incurred a Commencement of Employment Date in any month as a result of consulting or self employment services if the amount you earn in the aggregate from such services for such month measured as and when the services are provided and not when paid or vested with any amounts paid for a period of service deemed spread evenly over the period that such services are actually materially performed (whether paid currently or deferred and whether paid to you or a person or an entity which you own or control) does not average in excess of eight thousand dollars ($8,000) in any consecutive two month period (in which case the Commencement of Employment Date shall be the first day of the first month in such two month period in which you receive actual compensation). Subject to the next sentence, (i) any stock options provided to you as a director of a company with an exercise price of no less than fair market value when issued shall not be included in the foregoing calculation, and (ii) other than as provided in the foregoing sentence, any equity or annual or long term bonuses shall be deemed evenly earned over the vesting period and shall be retroactively applied to the foregoing test when vested based on its then value. The current or deferred cash compensation you receive as a director of an entity for any period shall be deemed paid on the same basis as the cash compensation paid to similarly situated directors of such entity for services as a director for such period. You represent and warrant that you have not at any time subsequent to the Termination Date incurred a Commencement of Employment Date. You shall be under no obligation to seek other employment, to become self-employed or to seek to provide consulting services. The severance payable to you hereunder shall not be offset by other amounts you earn but only cut off as provided above. You shall promptly notify the Company of (i) any employment (including self employment) or consulting you commence and (ii) the general nature of any such activities and, if consulting or self-employment, the financial arrangements with regard thereto and (iii) when such activities result in a Commencement of Employment Date. You shall also upon Company written request promptly provide any documents the Company requires and respond to any Company inquires as to details of such arrangements. You need not inform the Company of the details of the services you are providing. Any failure to comply with the foregoing shall permit the Company to suspend making payments until such information is provided. Any amounts improperly paid to you by the Company (whether because of lack of information, mistake or

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retroactive application of the foregoing criteria) shall be promptly returned by you to the Company.

(c)    Based on your and their timely election of COBRA continuation coverage (which is hereby acknowledged) and timely payment of an amount equal to the cost paid by active employees for similar coverage, continued coverage for you and your eligible dependents under the Company’s group medical plan until the earliest to occur of (i) one (1) year from your Termination Date, (ii) your eligibility (including the expiration of any applicable waiting period) for healthcare insurance coverage under another employer’s group health plan, and (iii) the end of the applicable COBRA coverage period, with the Company paying the amount by which (x) the cost of such coverage exceeds (y) the amount paid by active employees of the Company for similar coverage. To the extent you have heretofore made any payments with respect to such coverage with respect to the period between the Termination Date and the Effective Date that are in excess of the amount you are required to pay pursuant to this Section 3(c), such excess amounts shall be refunded to you upon your specific written request after the Effective Date.

(d)    The payments or benefits provided in Sections 4(a), 4(b) and 4(c) below.

4.      (a)    You acknowledge that, except as provided in the next sentence, as a result of the termination of your employment, all options to acquire shares of stock of the Company or a related entity, have been cancelled and terminated, and that your rights under the applicable plans and stock option agreements with respect thereto have also been terminated. Subject to all terms of the applicable stock option plan other than those relating to termination of employment, you shall have until the option expiration date set forth on Attachment A hereto to exercise the options to acquire shares of stock of the Company as described thereon (the “Stock Options”), subject to Section 4(d) hereof. The Stock Options are fully vested. The parties acknowledge that the Stock Options shall be subject to the terms of the applicable stock option plans (other than those relating to termination of employment) and the terms annexed hereto as Attachment B (and shall be evidenced by this Agreement, which shall supersede any grant instruments with regard to the Stock Options). You further acknowledge, represent and warrant that none of you, your spouse, your dependents, or any related or affiliated party of any of the foregoing, directly or indirectly, owns or has any beneficial or pecuniary interest in any debt or equity securities of the Company or any related entity, or any options, warrants or other rights to acquire any stock or other securities of the Company or any related entity, except as indicated in Attachment A hereto.

(b)    You shall be vested, as of the Effective Date, in 15% of the total number of shares of restricted stock granted to you by the Company or a related entity that were outstanding as of your Termination Date (“Restricted Shares”), i.e., 35,250 shares, provided that you provide to the Company, within five (5) days after the Effective Date, payment in immediately available funds of the full amount due on such Restricted Shares for purposes of tax withholding as required by applicable law. Such payment may be made by delivery to the

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Company of a written authorization to utilize the net amount after withholding due you under Section 3 (a) and payments under Section 3 (b) for the period through April 30, 2003 and a check (which clears upon presentation) for the remainder. It is agreed that withholding on the Restricted Shares will be at the special federal rate (currently 27 percent) plus state withholding and required FICA, Medicare and other required withholding. The remaining 199,750 Restricted Shares have been cancelled and terminated, with your rights under the applicable plans with respect thereto and the restricted stock agreements thereunder also terminated, including but not limited to the Senior Restricted Stock Agreement dated June 5, 2001 for 235,000 shares of common stock of the Company. The Restricted Shares in which you have vested may not be sold or otherwise transferred or encumbered except in accordance with Section 4(d) hereof.

(c)    As indicated on Attachment A hereto, you or related entities own (i) warrants to purchase 285,715 shares of common stock of the Company (“Warrants”) that were acquired pursuant to a Private Placement Purchase Agreement in 1997, which was amended and restated as of June 28, 1999 and amended thereafter (the “PPPA”) and (ii) 76,382 share of common stock of the Company that were acquired pursuant to the PPPA (the “Founders Stock”). You represent that that the Warrants and Founders Stock are held as indicated on Attachment A hereto by either you individually, you as Trustee of the Michael J. Nolan Irrevocable Education Trust for Children, Nieces and Nephews (the “Trust”), or Michael J. Nolan LLC (the “LLC”). The Company has the right to repurchase the Warrants and the Founders Stock under the PPPA in the event of a “default event”. The Company hereby agrees not to do so based on any event after the Termination Date that would not also constitute a material violation (but in the case of Section 11(a) hereof, any violation) of any of your obligations to the Company described in this Agreement (including the provisions of the Employment Agreement incorporated in this Agreement pursuant to Section 8), as such provisions are modified herein) (any such material violation, and, in the case of Section 11(a) hereof, any violation, a “Violation”), provided that the representations made by you herein are true and correct in all material respects (but, in the case of Section 11(a) hereof, all respects) (a representation which is not true and correct in all material respects, or in the case of Section 11(a) hereof, all respects, being referred to herein as a “Breach”). You, in your individual capacity, as Managing Member of the LLC and as Trustee of the Trust, agree that such Founders Stock and Warrants may not be sold or otherwise transferred or encumbered except as set forth in Section 4(d) hereof. As amended above, the PPPA shall remain in full force and effect.

(d)    As used herein, (i) the “Special Option Shares” means the shares of common stock of the Company issuable upon exercise of the Stock Options described on Attachment A hereto that provide for an exercise price of $21.9375, (ii) the “Open Market Shares” means the 6,100 shares of common stock identified on Attachment A hereto as the Open Market Shares that were purchased by you on the open market, and (iii) the “General Shares” means all shares of common stock of the Company shown on Attachment A (including Founders Stock and Restricted Shares) and all shares issued or issuable pursuant to the Stock Options or the Warrants, provided that General Shares shall not include the Special Option Shares, the Open Market Shares or the portion of the Restricted Shares that are being cancelled pursuant hereto,. Notwithstanding anything to the contrary contained herein, none of the Warrants and none of the

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General Shares and none of the Special Option Shares, may be sold, exercised, negotiated, transferred, pledged, hypothecated, assigned or otherwise disposed of or made subject to any hedging or other transaction or position that reduces the economic risk of ownership (except (i) to your estate and heirs upon your death or (ii) after a Change in Control (as defined on Attachment C)) before December 6, 2007, provided that such limitation on sale or transfer shall lapse on a cumulative basis, with respect to (A) one-third of the General Shares and one-third of the Special Option Shares on December 6, 2005, (B) an additional one-third of the General Shares and an additional one-third of the Special Option Shares on December 6, 2006, and (C) the remaining one-third of the General Shares and the remaining one-third of the Special Option Shares on December 6, 2007, and provided further, that the foregoing shall not preclude you from engaging in a hedging or similar transaction involving broad market indexes or stock other than stock of the Company nor preclude you from tendering your stock in any tender offer that, if consummated, would result in a Change in Control of the Company. The limitations described in the preceding sentence shall apply to you, the LLC and the Trust as a single unit, without regard to which party (you, the LLC or the Trust) sells its shares first. Nothing in this Agreement shall be deemed to extend the original term of the Stock Options or Warrants. For purposes of this Section 4(d), a sale of a Warrant is deemed to be a sale of the number of shares of common stock underlying such Warrant. There are no limitations under the provisions of this Agreement on your sale of the Open Market Shares.

(e)    You, in your individual capacity and as Managing Member of the LLC and Trustee of the Trust agree that we may notify the Company’s transfer agent of the transfer restrictions set forth in Section 4(d) and that we may give notice of such restrictions by appropriately legending all certificates or other documents evidencing any security that is subject to such restrictions. You, in your individual capacity and as Managing Member of the LLC and Trustee of the Trust, agree that you will, as soon as practicable following the Effective Date (but in no event later than fifteen (15) business days after the Effective Date), deliver to us for legending as aforesaid all such certificates and other documents currently held by you.

5.    You acknowledge and agree that the payment(s) and other benefits provided pursuant to this Agreement: (i) are in full discharge of any and all liabilities and obligations of the Company Parties to you, monetarily or with respect to employee benefits or otherwise, including, but not limited to, any and all obligations arising under the Employment Agreement, any alleged written or oral employment arrangement or agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between you and the Company; and (ii) exceed any payment, benefit, or other thing of value to which you might otherwise be entitled under any policy, plan, arrangement or procedure of the Company. Notwithstanding the foregoing, except to the extent specifically provided in this Agreement, you are not waiving any rights, if any, you have to the Warrants, the Stock Options, the General Shares, the Special Option Shares or the Open Market Shares, any rights to vested benefits under any benefit plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, any rights of indemnification or to directors and officers liability insurance coverage pursuant to the indemnification agreement between you and the Company dated November 13, 1997 (as modified by the last sentence of this Section), any Claim (as hereinafter defined) you

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may have pursuant to this Agreement, or any Claim that arises out of conduct occurring after the Effective Date (the “Exceptions”). Notwithstanding the foregoing, any right or agreement regarding indemnification shall be deemed modified to the extent necessary (without any implication as to any right prior to modification) to (w) permit the Company to appoint for you counsel, reasonably acceptable to you, in any indemnification matter, (x) permit the Company, at its election, to assume and control the defense of any such matter, (y) be conditioned on your compliance with your obligations under this Agreement, and (z) not cover, as to indemnity or legal fees or disbursements, any action by the Company or you with regard to this Agreement, the PPPA, or any equity grant.

6.      (a)    You, for yourself and as Managing Member of the LLC and as Trustee of the Trust, and for your and their heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release and discharge the Company and its past, present and future parent entities, subsidiaries, divisions, affiliates and related business entities, successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, employees and assigns, whether acting on behalf of the Company or in their individual capacities (collectively the “Company Parties”) from any and all claims, demands, causes of action, fees and liabilities (each, a “Claim”) of any kind whatsoever, whether known or unknown, which you ever had, now have, or may have against any of the Company Parties by reason of any act, omission, transaction, practice, agreement, plan, policy, procedure, conduct, occurrence, or other matter up to and including the date on which you sign this Agreement, except the Exceptions and any Claim under the Age Discrimination in Employment Act.

(b)    Without limiting the generality of the foregoing, this Agreement is intended to and shall release the Company Parties from any and all Claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Parties arising out of your employment and/or the termination of that employment, except the Exceptions and any Claim under the Age Discrimination Employment Act, including, but not limited to: (i) Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (the “ADA”), the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any qualified employee benefit or pension plan of the Company Parties subject to the terms and conditions of such plan and applicable law), and the Family and Medical Leave Act; (ii) any Claim under the Connecticut Human Rights and Opportunities Law, the Connecticut Discriminatory Employment Practices Act, and the Connecticut Family Leave Law and Rules; (iii) any other Claim (whether based on federal, state, or local law, statutory or decisional) relating to or arising out of your employment, the terms and conditions of such employment, the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that employment, including but not limited to breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any Claim for attorneys’ fees, costs, disbursements and/or the like. The Company Parties shall be third party beneficiaries of this Section 6 and Section 7 below.

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7.    You further acknowledge and agree that by virtue of the foregoing, you have waived all relief available to you (including without limitation, monetary damages, equitable relief and reinstatement) under any of the Claims and/or causes of action waived in Section 6 above. Therefore you agree that you will not seek or accept any award or settlement from any source or proceeding (including, but not limited to, any proceeding brought by any other person or by any government agency) with respect to any Claim or right waived in this Agreement. You further agree, to the maximum extent permitted by law, that you will not sue or commence any proceeding (judicial, administrative, arbitral or other), or participate in any action, suit or proceeding (unless compelled by legal process or court order), against any of the Company Parties, with respect to any Claim released by Section 6 above. If, notwithstanding the foregoing promises and understandings, you violate this Section 7, you shall be required, to the maximum extent permitted by law, to indemnify and hold harmless the Company Parties from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities, and attorneys’ fees and other expenses which result from, or are incident to, such violation.

8.    You acknowledge and agree that Sections 4, 5, 6, 7, 8, 9 (except as to compensation, which is covered instead by Section 9(a) hereof) and 10 of the Employment Agreement (regarding, inter alia, confidentiality, noncompetition, nonsolicitation, return of Company property, inventions, suits against the Company, cooperation in proceedings, and nondisparagement) shall survive the Termination Date and be deemed part of this Agreement as if set forth in full herein; provided, however, that it shall not be a violation of Section 10 of the Employment Agreement for you to give truthful testimony to the extent compelled by legal process and provided further that Section 5(d)(i) of the Employment Agreement will not be violated by the activities described therein if demonstrably and clearly said activities are not competitive with the activities of the Company or its subsidiaries and are not in any manner related to manufacture, distribution, sale, rental, leasing or disposal of equipment of the same type            , similar or of similar use that the Company or its subsidiaries deal in or are natural extensions thereof.

9.      (a)    You agree that you will cooperate with the Company and/or the Company Parties and its or their respective counsel in connection with any investigation or proceeding (judicial, administrative, arbitral or other) or litigation in which any of them is involved relating to any matter that occurred during your employment or relating to your prior spouse. The Company shall reimburse you for any reasonable pre-approved (in writing) out-of-pocket travel, delivery or similar expenses incurred in providing such service to the Company. The Company will pay you a consulting fee of $1200 per day (with portions of days being aggregated to form days at 8 hours) in the event that, after you cease receiving amounts pursuant to Section 3(b), you are required to put in material time (i.e. you are required to attend a meeting or spend more than one (1) hour during a day responding, to or otherwise participating in, telephone, email or telecopy communications) to fulfill your obligations under this section, but in no event will any consulting fee be paid with regard to actual testimony or while you are receiving amounts pursuant to Section 3(b) hereof. The Company will try in good faith to permit such cooperation to be through telephone, email or telecopy communication if you notify the

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Company in writing that an in-person meeting would be excessively burdensome to you and try to give you as much notice as reasonably practical, but the determination of the Company as to such matters and the location, manner and time of such cooperation shall be binding on you.

(b)    You agree that, in the event you are subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to the Company and/or the Company Parties, you will give prompt notice of such request to the President of the Company at the principal offices of the Company (with a copy to: Proskauer Rose LLP, Attention: Howard Ganz, Esq. and Michael S. Sirkin, Esq., 1585 Broadway, New York, NY 10036) and will make no disclosure (except to the extent legally required to do so) until the Company and/or the Company Parties have had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure or to obtain an order of confidentiality with respect to such disclosure.

10.    The terms and conditions of this Agreement are and shall be deemed to be confidential, and, unless required by law, shall not be disclosed by you to any person or entity without the prior written consent of the Company, except to your attorneys, accountants, financial and tax advisors and/or spouse, provided that, to the maximum extent permitted by applicable law, rule, code or regulation, they agree to maintain the confidentiality of this Agreement. You further represent that you have not disclosed the terms and conditions of this Agreement (or prior drafts or term sheets thereof) to any person or entity other than your attorneys, accountants, financial and tax advisors and/or spouse. The foregoing shall not prevent you, the Company (or any employee, representative or other agent of you or the Company) from disclosing to any and all persons, without limitation of any kind, the tax treatment and tax structure of this Agreement and all materials of any kind (including opinions or other tax analysis) that are provided to you or the Company relating to such tax treatment and tax structure. For this purpose “tax structure” means any facts relevant to the federal income tax treatment of payments under this Agreement, but does not include information relating to the identity of the parties to the Agreement.

11.    (a)    You represent that (A) you have fully complied with Sections 4 and 6 of the Employment Agreement (provided that the foregoing representation with regard to the period prior to the Termination Date shall not be deemed violated (i) with regard to Section 4(a)(ii), by the failure to have obtained written approval if the use referred to therein was believed by you in good faith to be in the best interests of the Company and in furtherance of the interests of its business, (ii) with regard to Section 4(a)(iii), if the removal referred to therein was so as to be able to work on Company business at home or while traveling and (iii) with regard to Section 4(iv) and the last sentence of Section 6, if such delivery has been made prior to the Effective Date) and (B) that you have returned to the Company (and not retained any copies of) the property referred to in Section 6 of the Employment Agreement and any property belonging to the Company and/or the Company Parties, including but not limited to any financial and other records of the Company (whether physical property or stored by electronic means, and including, without limitation, email or mailing lists, customer lists, lists or other information relating to the

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Company’s bankers, lenders, stockholders, investors or analysts), leased vehicle, computer, printer, fax machine, cell phone, Blackberry, wireless pager, keys, card access to the building and office floors (other than fingerprints), any applicable employee handbook, phone cards, credit cards, rolodex or computer user name and password, disks and/or voicemail code, in each of the last instances to the extent recorded physically or electronically (including audio, video, recordings, disks, or computer memory). The Company acknowledges that you may retain the following (i) copies of information given to you in your individual capacity showing your compensation or, provided the Company has been provided with the originals or copies in the ordinary course of business, relating to reimbursement of your expenses, (ii) copies of Company agreements, plans, policies, programs or other arrangements with you relating to your employment, or termination thereof, with the Company and its affiliates given to you in your individual capacity (iii) lucite deal mementos, (iv) mementos of listing on the New York Stock Exchange, (v) apparel with Company logo and (vi) other Company promotional items of nominal value and not containing Company nonpublic information. You further acknowledge and agree that the Company shall have no obligation to make the payment(s) and provide the benefits referred to in Section 3 above unless you have satisfied all your obligations pursuant to this paragraph. Any violation of this Section 11(a), including any false representation made in this Section 11(a), whether or not material, shall be deemed a Violation or Breach, as the case may be.

(b)    The Company will consider (but without any obligation to agree) any request by you for access to, or copies of, any then existing documents of the Company which you believe you need in connection with any investigation or litigation, subject to among other considerations, protecting privileges, trade secrets and confidentiality.

12.    You acknowledge your understanding that in the event of a Violation or Breach by you, you shall not be entitled to any further payments or benefits referenced in Section 3 hereof, the Stock Options and Warrants shall immediately be terminated and forfeited, and you and the LLC shall repay to the Company, on demand, all previous benefits and payments provided to you pursuant to Section 3 hereof (including without limitation any Restricted Shares you then own), and any gain during the 12 months prior to such Violation or Breach, on (i) any exercise of the Stock Options and Warrants, and (ii) any sale of the Founders Stock, Warrants, Restricted Shares or shares acquired upon exercise of the Stock Options or Warrants. The foregoing shall be in addition to the repurchase rights relating to the Founders Stock and Warrants described in Section 4(c) above.

13.    (a)    This Agreement is not intended, and shall not be construed, as an admission that any of the Company Parties has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against you.

(b)    Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Agreement

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shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.

14.    This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.

15.    (a)    This Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of law, except that Section 6 hereof shall be enforced in accordance with the laws of the State of Connecticut.

(b)    When the word “including” is used herein, it shall mean “including without limitation.”

16.    You understand that this Agreement constitutes the complete understanding between the Company and you with regard to your termination of employment, and supersedes the Employment Agreement and any and all agreements, understandings, and discussions, whether written or oral, between you and any of the Company Parties with regard thereto, except (a) Employment Agreement Sections 4, (as modified in Section 11(a) above), 5 (as modified in Section 8 above with regard to Section 5(d)(i)), 6, (as modified in Section 11(a) above), 7, 8, 9 (other than as to compensation), 10 and 11(a), (b), (e) and, except to the extent modified in Section 15 hereof, Section 11(f) of the Employment Agreement, which Sections shall (i) survive the Termination Date, (ii) be deemed incorporated herein, and (iii) continue to apply to you, and (b) as otherwise provided herein. No other promises or agreements shall be binding unless in writing and signed by both the Company and you after the Effective Date of this Agreement.

17.    The Company may withhold from any and all amounts payable hereunder (including, without limitation, amounts payable in respect of the Restricted Shares) such federal, state and local taxes and obligations as may be required to be withheld pursuant to any applicable law or regulation. You recognize that except as provided in Section 4(b) withholding will be at the standard required rates (not the special 27% rate) based on the W-4 you have on file with the Company.

18.    You acknowledge that you: (a) have carefully read this Agreement in its entirety; (b) have had a reasonable opportunity to consider the terms of this Agreement; (c) have been advised by the Company to consult with an attorney of your choice in connection with this Agreement and have, in fact, consulted with an attorney of your choice with respect to this Agreement; (d) fully understand the significance of all of the terms and conditions of this Agreement and have discussed them with your independent legal counsel, or have had a reasonable opportunity to do so; (e) have had answered to your satisfaction by your independent legal counsel any questions you have asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) are signing this Agreement voluntarily and of your own free will and agree to abide by all the terms and conditions contained herein.

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19.    In the event that you do not comply with the Company’s or a Company Party’s efforts to collect amounts due it or him as provided under this Agreement (including pursuant to Sections 3(b), 4, 7, and 12) or otherwise challenge the Company’s or a Company Party’s rights thereto, the Company or the Company Party, as the case may be, will be entitled to prompt reimbursement by you for its reasonable costs incurred in connection therewith, including reasonable attorney’s fees.

20.    You acknowledge that you will cooperate as reasonably requested by the Company to facilitate an orderly transition, including but not limited to responding to any inquiries from the Company as to financial matters involving periods prior to the Termination Date and as reasonably requested by the Company’s outside auditors relating to periods prior to the Termination Date.

21.    This Agreement is effective immediately upon its execution by you and the Company (the “Effective Date).

22.    This Agreement may be executed (including by facsimile transmission) in one or more separate counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

23.    All necessary corporate action authorizing execution of the Agreement on behalf of the Company, and the transactions contemplated herein, has been obtained and the officer of the Company executing this Agreement on behalf of the Company is duly authorized to do so.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

UNITED RENTALS, INC.

By:

Title:

Agreed:

Print Name:		Date: April 29, 2003
Signature:
	[Name]

Solely with respect to Sections 4(c), 4(e), 6 and 12, as to which Michael J. Nolan, by signing below, hereby represents and warrants that he has the authority to execute this Agreement on behalf of the LLC and the Trust:

Michael J. Nolan LLC

By:
	Name:
Title:	Managing Member

Michael J. Nolan Irrevocable Education

Trust for Children, Nieces and Nephews

By:
	Michael J. Nolan, Trustee

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Attachment A

1.    Options Owned.

(a)    Options to acquire 220,000 shares of the common stock of the Company with a per share exercise price of $12.4375, which options were granted to Michael J. Nolan on or about October 9, 1998 pursuant to the 1998 Stock Option Plan and are due to expire on October 9, 2008.

(b)    Options to acquire 225,000 shares of common stock of the Company, with a per share exercise price of $21.9375 which options were granted to Michael J. Nolan on or about March 24, 1998 pursuant to the 1997 Stock Option Plan and are due to expire on March 24, 2008.

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2.    Founders Stock and Warrants Owned

A.    Founders Stock

Record Owner	Number of Shares	Certificate Number	Source of Shares
Michael J. Nolan	19,382*		founders stock pursuant to PPPA
Michael Nolan, LLC	50,000*		founders stock pursuant to PPPA
Michael J. Nolan Irrevocable Education Trust for Children, Nieces and Nephews	7,000		founders stock pursuant to PPPA

* 3,000 shares were transferred by Michael J. Nolan to the LLC in 2001 but not so recorded by the transfer agent

B.    Founders Warrants.

Michael J. Nolan is the owner of record of founders warrants to purchase 285,715 shares of common stock of the Company, which warrants were purchased pursuant to the PPPA .

3.    Restricted Shares

Michael J. Nolan is the record owner of 235,000 shares of common stock of the Company, which were granted as a restricted stock award. Pursuant to their terms and this Agreement, 199,750 of these shares have been cancelled.

4.    Open Market Shares

Michael J. Nolan LLC owns 6,000 shares of Company common stock that was purchased in the open market by Michael J. Nolan and contributed to it. Michael J. Nolan owns 100 shares of Company common stock that he purchased in the open market.

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Attachment B

You may exercise each of your options at any time, and from time to time, prior to the close of business on the applicable expiration date for such option. In order to exercise an option, you must deliver to the Company (i) written notice containing the information appearing on the form set forth below, and (ii) payment in full of the applicable exercise price and all withholding taxes payable as a result of your exercise of such option. You may utilize such type of arrangement with a brokerage firm, if any, as being permitted by the Company at the time of exercise for exercise of options by option holders.

Form of Exercise Notice

UNITED RENTALS, INC.

Gentlemen:

I hereby exercise the following portion of stock options that have heretofore been granted to me as follows:

Date of grant                                                                               

Exercise price per share                                                          

Number of options held                                                          

Number of options being exercised hereby                     

In connection with this exercise, I enclose my check in the amount of $                 in payment of the exercise price and all taxes which are required to be withheld in connection with my exercise.

I hereby agree to execute whatever other documents are necessary in order to comply with the plan pursuant to which the options were granted to me and any applicable legal requirements in connection with the issuance of the stock to me pursuant to the Plan.

Optionee (Signature)	Social Security Number
Please print name	Street Address
Date	City	State	Zip Code

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Attachment C

A    “Change in Control” shall be deemed to have occurred if:

(i)    any “person” is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”)) directly or indirectly, of securities of United Rentals, Inc. representing 50% or more of the total voting power represented by then outstanding voting securities of United Rentals, Inc., or has the power (whether as a result of stock ownership, revocable or irrevocable proxies, contract or otherwise) or ability to elect or cause the election of directors consisting at the time of such election of a majority of the Board of Directors. The term “persons” is defined in Section 13(d) of the Act, except that the term “person” shall not include (1) any person or an Affiliate of such person who as of the date of this Agreement owns 10% or more of the total voting power represented by the outstanding voting securities of the Company, except to the extent such person or affiliate becomes the owner of all of the voting power represented by the outstanding voting securities of the Company; and (2) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or a corporation which is owned directly or indirectly by the stockholders of the Company in substantially the same percentage as their ownership in the Company; or

(ii)    the stockholders of United Rentals, Inc. approve, and United Rentals, Inc. consummates, a transaction or series of transactions that causes the Company’s common stock to be neither listed on any national securities exchange nor authorized to be quoted on an inter-dealer quotation system of any registered national securities association; or

(iii)     a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries is consummated, a sale or other disposition all or substantially all of the assets of the Company occurs, or the assets or stock of another entity by the Company or any of its subsidiaries are acquired (each, a “Business Combination,”) in each case unless, following such Business Combination, all or substantially all of the persons controlling voting securities of United Rentals, Inc. outstanding immediately prior thereto (or Affiliates of such persons) continue to own at least 50% of the total voting power represented by the voting securities of United Rentals, Inc. or such surviving entity outstanding immediately after such merger, sale or business combination; or

(iv)    the stockholders of United Rentals, Inc. approve a plan of complete liquidation of United Rentals, Inc.

For purposes of the above definition of “Change in Control,” an “Affiliate” of a person is a person that controls, is controlled by, or is under common control with such person.

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EX-10.(C)

Exhibit 10(c)

April 21, 2003

Bradley S. Jacobs c/o United Rentals, Inc.

Five Greenwich Office Park

Greenwich, Connecticut 06830

Dear Mr. Jacobs:

This will evidence and confirm that the Compensation Committee of the Board of Directors of the United Rentals, Inc. (the “Company”) on April 21, 2003 approved the modifications set forth below to your existing compensation equity arrangements with the Company.

1. You were granted in March 1998, and continue to hold, options to purchase 1,200,000 shares of United Rentals common stock at an exercise price of $21.9375 per share. The last day on which such options may be exercised is hereby extended until March 10, 2013.

2. On June 5, 2001, you were granted 800,000 shares of restricted stock as provided in a Senior Restricted Stock Agreement dated as of June 5, 2001 (the “Grant Agreement”). The terms of such grant and the Grant Agreement are modified as follows:

2.1. 145,534 shares of such grant are fully vested effective immediately.

2.2. The accelerated vesting provisions set forth below shall apply to the grant in addition to the vesting provisions provided for in the Grant Agreement. (The prices set forth below shall be adjusted to reflect any stock split, stock dividend or combination after the date hereof).

2.2.1. if, while you are a Service Provider (as defined below), the average closing price of the Company’s common stock on the New York Stock Exchange for any 20 consecutive trading day period at any time is at least $15.00, there will immediately vest 400,000 shares (in addition to any shares that may have previously vested); and

2.2.2. if, while you are a Service Provider, the average closing price of the Company’s common stock on the New York Stock Exchange for 20 consecutive trading day period at any time is at least $20.00, there will immediately vest all then unvested shares (this subsection being in addition to and cumulative with subsection 2.2.1).

2.3. Award Shares (as defined in the Grant Agreement) that have not theretofore vested shall be forfeited if you cease to be a Service Provider, but only if the events resulting in your

ceasing to be a Service Provider do not themselves vest the Award under the express provisions of Secti0mon 2 of the Grant Agreement. You will be deemed a “Service Provider” as long as you are either an employee, director or consultant of or to the Company or its subsidiaries. The provisions of this subsection 2.3 replace and supersede in their entirety the provisions of Section 3 of the Grant Agreement.

2.4. For all purposes of the Grant Agreement (including, without limitation, Sections 2(a), 2(b) and 2(c)), you will deemed to be “employed by the Company” as long as you are a Service Provider (whether or not you are actually an employee).

2.5. The provisions of Section 5(e) of the Grant Agreement (limiting the brokerage firms through which you may sell your shares) are terminated.

2.6. If any of your shares of restricted stock hereafter vest solely because of the new vesting triggers provided for in subsection 2.2.1 of 2.2.2, you agree that, without the Company’s consent, you will not sell such shares prior to January 1, 2005 (or, if earlier, the occurrence of any other event that would have caused such shares to vest without the new vesting triggers).

3. The Company will at its cost (except as provided below): (i) continue to maintain the effectiveness of each registration statement on Form S-3 or Form S-8 that it has heretofore filed that covers the issuance of any securities to you or the resale of any securities that you or your affiliates hold or may hereafter acquire; (ii) upon your written request, promptly file and have declared effective such additional registration statements on Form S-3 or Form S-8 (or successor forms) as you or your affiliates require to register for resale any warrants, restricted stock or any other securities that you have heretofore acquired or may hereafter acquire from the Company (or have the right to acquire pursuant to options, warrants or convertible securities) and maintain the effectiveness of such registration statements; and (iii) upon your written request, promptly file such supplements or amendments to the registration statements referred to in the preceding two clauses as are required to update the information on plan of distribution or to name as a selling stockholder any transferee of the securities covered by such registration statement. If you transfer any securities to which the foregoing registration rights relate, you may assign to the transferee the foregoing rights to the extent such rights relate to the securities transferred. You will be responsible for any transfer taxes, underwriting discounts, or commissions of any kind attributable to your sale or transfer of shares pursuant to any registration statement. In connection with the Company’s obligations hereunder, you will cooperate with the Company by providing the Company with any reasonably required information concerning you or your share holdings that is not otherwise available to the Company.

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4. All existing agreements and grant instruments, to the extent inconsistent with the terms set forth herein, are modified by this letter agreement. In all other respects, such agreements and instruments remain unmodified and in full force and effect.

Please execute this letter below to acknowledge your agreement to the foregoing and please contact Joseph Sherk to arrange for the necessary withholding to be paid with regard to the vested Restricted Stock.

Sincerely,

Christian Weyer

Gerald Tsai

Confirmed and agreed to:

United Rentals, Inc.
By:
Name:	Joseph Sherk
Title:	Vice President, Corporate Controller

Confirmed and agreed to:

Bradley S. Jacobs, for himself

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EX-10.(D)

Exhibit 10(d)

April 21, 2003

Mr. John N. Milne c/o United Rentals, Inc.

Five Greenwich Office Park

Greenwich, Connecticut 06830

Dear Mr. Milne:

This will evidence and confirm that the Compensation Committee of the Board of Directors of the United Rentals, Inc. (the “Company”) on April 21, 2003 approved the modifications set forth below to your existing compensation equity arrangements with the Company.

1. You were granted in March 1998, and continue to hold, options to purchase 300,000 shares of United Rentals common stock at an exercise price of $21.9375 per share. The last day on which such options may be exercised is hereby extended until March 10, 2013.

2. On June 5, 2001, you were granted 470,000 shares of restricted stock as provided in a Senior Restricted Stock Agreement dated as of June 5, 2001 (the “Grant Agreement”). The terms of such grant and the Grant Agreement are modified as follows:

2.1. 85,501 shares of such grant are fully vested effective immediately.

2.2. The accelerated vesting provisions set forth below shall apply to the grant in addition to the vesting provisions provided for in the Grant Agreement. (The prices set forth below shall be adjusted to reflect any stock split, stock dividend or combination after the date hereof).

2.2.1. if, while you are a Service Provider (as defined below), the average closing price of the Company’s common stock on the New York Stock Exchange for any 20 consecutive trading day period at any time is at least $15.00, there will immediately vest 235,000 shares (in addition to any shares that may have previously vested); and

2.2.2. if, while you are a Service Provider, the average closing price of the Company’s common stock on the New York Stock Exchange for 20 consecutive trading day period at any time is at least $20.00, there will immediately vest all then unvested shares (this subsection being in addition to and cumulative with subsection 2.2.1).

2.3. Award Shares (as defined in the Grant Agreement) that have not theretofore vested shall be forfeited if you cease to be a Service Provider, but only if the events resulting in your ceasing to be a Service Provider do not themselves vest the Award under the express provisions of Section 2 of the Grant Agreement. You will be deemed a “Service Provider” as long as you are either an employee, director or consultant of or to the

Company or its subsidiaries. The provisions of this subsection 2.3 replace and supersede in their entirety the provisions of Section 3 of the Grant Agreement.

2.4. For all purposes of the Grant Agreement (including, without limitation, Sections 2(a), 2(b) and 2(c)), you will deemed to be “employed by the Company” as long as you are a Service Provider (whether or not you are actually an employee).

2.5. The provisions of Section 5(e) of the Grant Agreement (limiting the brokerage firms through which you may sell your shares) are terminated.

2.6. If any of your shares of restricted stock hereafter vest solely because of the new vesting triggers provided for in subsection 2.2.1 of 2.2.2, you agree that, without the Company’s consent, you will not sell such shares prior to January 1, 2005 (or, if earlier, the occurrence of any other event that would have caused such shares to vest without the new vesting triggers).

3. The Company will at its cost (except as provided below): (i) continue to maintain the effectiveness of each registration statement on Form S-3 or Form S-8 that it has heretofore filed that covers the issuance of any securities to you or the resale of any securities that you or your affiliates hold or may hereafter acquire; (ii) upon your written request, promptly file and have declared effective such additional registration statements on Form S-3 or Form S-8 (or successor forms) as you or your affiliates require to register for resale any warrants, restricted stock or any other securities that you have heretofore acquired or may hereafter acquire from the Company (or have the right to acquire pursuant to options, warrants or convertible securities) and maintain the effectiveness of such registration statements; and (iii) upon your written request, promptly file such supplements or amendments to the registration statements referred to in the preceding two clauses as are required to update the information on plan of distribution or to name as a selling stockholder any transferee of the securities covered by such registration statement. If you transfer any securities to which the foregoing registration rights relate, you may assign to the transferee the foregoing rights to the extent such rights relate to the securities transferred. You will be responsible for any transfer taxes, underwriting discounts, or commissions of any kind attributable to your sale or transfer of shares pursuant to any registration statement. In connection with the Company’s obligations hereunder, you will cooperate with the Company by providing the Company with any reasonably required information concerning you or your share holdings that is not otherwise available to the Company.

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4. All existing agreements and grant instruments, to the extent inconsistent with the terms set forth herein, are modified by this letter agreement. In all other respects, such agreements and instruments remain unmodified and in full force and effect.

Please execute this letter below to acknowledge your agreement to the foregoing and please contact Joseph Sherk to arrange for the necessary withholding to be paid with regard to the vested Restricted Stock.

Sincerely,

Christian Weyer

Gerald Tsai

Confirmed and agreed to:

United Rentals, Inc.
By:
Name:	Joseph Sherk
Title:	Vice President, Corporate Controller

Confirmed and agreed to:

John N. Milne, for himself

3

EX-10.(E)

Exhibit 10(e)

April 21, 2003

Mr. Wayland R. Hicksc/o United Rentals, Inc.

Five Greenwich Office Park

Greenwich, Connecticut 06830

Dear Mr. Hicks:

This will evidence and confirm that the Compensation Committee of the Board of Directors of the United Rentals, Inc. (the “Company”) on April 21, 2003 approved the modifications set forth below to your existing compensation equity arrangements with the Company.

1. You have heretofore been granted, and continue to hold, the following options to purchase shares of United Rentals common stock: options for 225,000 shares at $21.9375; options for 50,000 shares at $20.00; and options for 50,000 shares at $15.00. The last day on which such options may be exercised is hereby extended until March 10, 2013.

2. On June 5, 2001, you were granted 500,000 shares of restricted stock as provided in a Senior Restricted Stock Agreement dated as of June 5, 2001 (the “Grant Agreement”). The terms of such grant and the Grant Agreement are modified as follows:

2.1. The provisions of Section 5(e) of the Grant Agreement (limiting the brokerage firms through which you may sell your shares) are terminated.

3. The Company will at its cost (except as provided below): (i) continue to maintain the effectiveness of each registration statement on Form S-3 or Form S-8 that it has heretofore filed that covers the issuance of any securities to you or the resale of any securities that you or your affiliates hold or may hereafter acquire; (ii) upon your written request, promptly file and have declared effective such additional registration statements on Form S-3 or Form S-8 (or successor forms) as you or your affiliates require to register for resale any warrants, restricted stock or any other securities that you have heretofore acquired or may hereafter acquire from the Company (or have the right to acquire pursuant to options, warrants or convertible securities) and maintain the effectiveness of such registration statements; and (iii) upon your written request, promptly file such supplements or amendments to the registration statements referred to in the preceding two clauses as are required to update the information on plan of distribution or to name as a selling stockholder any transferee of the securities covered by such registration statement. If you transfer any securities to which the foregoing registration rights relate, you may assign to the transferee the foregoing rights to the extent such rights relate to the securities transferred. You will be responsible for any transfer taxes, underwriting discounts, or commissions of any kind attributable to your sale or transfer of shares pursuant to any registration statement. In connection with the Company’s obligations

hereunder, you will cooperate with the Company by providing the Company with any reasonably required information concerning you or your share holdings that is not otherwise available to the Company.

4. All existing agreements and grant instruments, to the extent inconsistent with the terms set forth herein, are modified by this letter agreement. In all other respects, such agreements and instruments remain unmodified and in full force and effect.

Please execute this letter below to acknowledge your agreement to the foregoing and please contact Joseph Sherk to arrange for the necessary withholding to be paid with regard to the vested Restricted Stock.

Sincerely,

Christian Weyer

Gerald Tsai

Confirmed and agreed to:

United Rentals, Inc.
By:
Name:	Joseph Sherk
Title:	Vice President, Corporate Controller

Confirmed and agreed to:

Wayland R. Hicks, for himself

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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 March 31, 2003 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

May 14, 2003

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 March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John N. Milne, President and 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/    JOHN N. MILNE        

John N. Milne

President and Chief Financial Officer

May 14, 2003